Common use of Closing Statements Clause in Contracts

Closing Statements. (i) The Company shall deliver to Parent, at least five, but no more than seven, business days prior to the Closing Date, a statement (the “Working Capital Closing Statement”) consisting of (A) a statement comparable to the Initial Statement of its calculations of its good faith estimate of the Net Working Capital as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs (as defined below)), and (B) its good faith estimate as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement) of the amount of fees and expenses, including legal, accounting and financial advisory fees and expenses, incurred by the Company in connection with this Agreement and the transactions contemplated thereby (the “Company Transaction Costs”), in the aggregate and with respect to each Person entitled to payment of a portion of such Company Transaction Costs. (ii) On the business day prior to the Closing Date, the Company shall deliver to Parent a statement (the "Cash Closing Statement") setting forth (A) the Company's Cash as of the close of business on such date and (B) the Company's good faith estimate of the amount of the Company's Cash as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs). (iii) The Working Capital Closing Statement and the Cash Closing Statement (together, the "Closing Statements") shall be prepared in good faith and be accompanied by a certificate executed by the Chief Financial Officer of the Company stating that such statements were prepared in good faith and, with respect to the Working Capital Closing Statement, that such statement was prepared on the same basis and applying the same accounting principles, policies and practices that were used in preparing the Initial Statement, including the principles, policies and practices set forth in Exhibit B. Parent and its representatives shall be permitted reasonable access to review the Company's books and records and work papers related to the preparation of the Closing Statements. Parent and its representatives may make inquiries of the Company, and its accountants and employees, regarding questions concerning or disagreements with the Closing Statements arising in the course of their review thereof, and the Company shall use its commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. Parent shall deliver written notice to the Company of any disagreement that Parent may have as to any amount included in or omitted from the Closing Statements, setting forth in reasonable in detail the basis of such disagreement together with the amount(s) in dispute. Parent and the Company shall negotiate in good faith to resolve any such disagreements, and the Closing Statements shall be modified if necessary to reflect the resolution of any such disagreements.

Closing Statements. (i) The Company shall deliver to Parent, at At least five, but no more than seven, two business days prior to the Closing Date, the Company will prepare in good faith, in accordance with GAAP (except with respect to Transaction Expenses) and in a manner consistent with the Annual Financial Statements, an estimated closing statement (the “Working Capital Estimated Closing Statement”) consisting of (A) a statement comparable to ), reflecting the Initial Statement of its calculations of its good faith estimate of the Net Company’s Adjustment Indebtedness and Working Capital as of the Closing Date (assuming consummation Date, with reasonable detail supporting the calculation thereof. Such Estimated Closing Statement will be accompanied by a certificate from an officer of the transactions contemplated Company certifying to its accuracy. Payments of the Closing Consideration shall be based on the Estimated Closing Statement. (ii) Within 90 days after the Closing, Buyer will prepare and deliver to the Stockholders’ Representative, in accordance with GAAP (except with respect to Transaction Expenses) and in a manner consistent with the Annual Financial Statements, as applied by this Agreement and payment the Company on a consistent basis, a final closing statement of all the Company Transaction Costs (as defined below)), and (B) its good faith estimate as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement) of the amount of fees and expenses, including legal, accounting and financial advisory fees and expenses, incurred by the Company in connection with this Agreement and the transactions contemplated thereby (the “Company Transaction CostsFinal Closing Statement”), in the aggregate and with respect to each Person entitled to payment of a portion of such Company Transaction Costs. (ii) On the business day prior to the Closing Date, the Company shall deliver to Parent a statement (the "Cash Closing Statement") setting forth (A) reflecting the Company's Cash as of ’s Adjustment Indebtedness and Working Capital, with reasonable detail supporting the close of business on such date and (B) the Company's good faith estimate of the amount of the Company's Cash as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs)calculation thereof. (iii) The Working Capital After receipt of the Final Closing Statement, the Stockholders’ Representative will have 30 days to review it. Unless the Stockholders’ Representative delivers written notice to Buyer on or prior to the 30th day after receipt of the Final Closing Statement specifying in reasonable detail all disputed items on the Final Closing Statement and the Cash Closing Statement (togetherbasis therefor, the "Closing Statements") shall parties will be prepared in good faith deemed to have accepted and be accompanied by a certificate executed by the Chief Financial Officer of the Company stating that such statements were prepared in good faith and, with respect agreed to the Working Capital Final Closing Statement. If the Stockholders’ Representative so notifies Buyer of an objection to the Final Closing Statement, that the parties will, within 30 days following the date of such statement was prepared notice (the “Resolution Period”) attempt to resolve their differences and any resolution by them as to any disputed amount will be final, binding, conclusive and nonappealable for all purposes under this Agreement. If at the conclusion of the Resolution Period the parties have not reached an agreement on the same basis objections, then all amounts remaining in dispute may, at the election of either party, be submitted to a third party accountant mutually agreeable to, and applying jointly engaged by, the same accounting principles, policies Stockholders’ Representative and practices that were used Buyer (the “Neutral Accountant”). The Neutral Accountant will use its best efforts to reach a determination as promptly as possible and in preparing no event later than 30 days after submission of the Initial matter to the Neutral Accountant. All determinations of the Neutral Accountant relating to the Final Closing Statement, including absent fraud, will be final and binding on the principlesparties, policies and practices set forth all expenses of the Neutral Accountant will be borne equally by Buyer and the Stockholders’ Representative (which in Exhibit B. Parent the case of expenses of the Stockholders’ Representative, and its representatives as provided in Section 8.2(a), shall be permitted reasonable access offset against the Escrow Account). The Final Closing Statement, as agreed to review by the Company's books and records and work papers related parties or as determined by the Neutral Accountant, will be the Final Closing Statement for all purposes of this Agreement. (iv) Following final determination of the Final Closing Statement pursuant to Section 2.6(d)(iii), (i) if the Merger Consideration calculated based on the Final Closing Statement is less than that calculated based on the Estimated Closing Statement, Buyer may seek reimbursement for such difference from the Escrow Account pursuant to the preparation terms of the Escrow Agreement; and (ii) if the Merger Consideration calculated based on the Final Closing Statements. Parent and its representatives may make inquiries of Statement is greater than that calculated based on the CompanyEstimated Closing Statement, and its accountants and employees, regarding questions concerning or disagreements with the Closing Statements arising in the course of their review thereof, and the Company shall use its commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. Parent shall deliver written notice Buyer will pay to the Company of Stockholders, in accordance instructions provided by the Stockholders’ Representative, an amount equal to such difference. The parties agree to treat any disagreement that Parent may have payment pursuant to this Section 2.6(d)(iv) as an adjustment to any amount included in or omitted from the Closing Statements, setting forth in reasonable in detail Merger Consideration for Tax purposes to the basis of such disagreement together with the amount(s) in dispute. Parent and the Company shall negotiate in good faith to resolve any such disagreements, and the Closing Statements shall be modified if necessary to reflect the resolution of any such disagreementsfullest extent permitted by applicable law.

Closing Statements. (i) The Company shall deliver to Parent, at least five, but no more than seven, business days prior to the Closing Date, a statement (the “Working Capital Closing Statement”) consisting of (A) a statement comparable to the Initial Statement of its calculations of its good faith estimate of the Net Working Capital as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs (as defined below)), and (B) its good faith estimate as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement) of the amount of fees and expenses, including legal, accounting and financial advisory fees and expenses, incurred by the Company in connection with this Agreement and the transactions contemplated thereby (the “Company Transaction Costs”), in the aggregate and with respect to each Person entitled to payment of a portion of such Company Transaction Costs. (ii) On the business day prior to the Closing Date, the Company shall deliver to Parent a statement (the "“Cash Closing Statement"”) setting forth (A) the Company's ’s Cash as of the close of business on such date and (B) the Company's ’s good faith estimate of the amount of the Company's ’s Cash as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs). (iii) The Working Capital Closing Statement and the Cash Closing Statement (together, the "“Closing Statements"”) shall be prepared in good faith and be accompanied by a certificate executed by the Chief Financial Officer of the Company stating that such statements were prepared in good faith and, with respect to the Working Capital Closing Statement, that such statement was prepared on the same basis and applying the same accounting principles, policies and practices that were used in preparing the Initial Statement, including the principles, policies and practices set forth in Exhibit B. Parent and its representatives shall be permitted reasonable access to review the Company's ’s books and records and work papers related to the preparation of the Closing Statements. Parent and its representatives may make inquiries of the Company, and its accountants and employees, regarding questions concerning or disagreements with the Closing Statements arising in the course of their review thereof, and the Company shall use its commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. Parent shall deliver written notice to the Company of any disagreement that Parent may have as to any amount included in or omitted from the Closing Statements, setting forth in reasonable in detail the basis of such disagreement together with the amount(s) in dispute. Parent and the Company shall negotiate in good faith to resolve any such disagreements, and the Closing Statements shall be modified if necessary to reflect the resolution of any such disagreements.

Closing Statements. (ia) The Company shall deliver to Parent, at least five, but no more Not less than seven, business days three Business Days prior to the anticipated Closing Date, Seller shall provide to Buyer a statement (the “Working Capital Seller Closing Statement”) consisting of a calculation, in reasonable detail, of each component of the Purchase Price, including identifying in reasonable detail (Ai) a statement comparable all amounts of Leakage that have occurred or will occur at or prior to the Initial Statement of its calculations of its good faith Closing, (ii) an estimate of all Transaction Related Expenses to be paid by the Net Working Capital Acquired Companies after the Closing and (iii) the Investment Portfolio Adjustment Amount as of the Closing, together with such documentation as is reasonably necessary to support such calculations. The Seller Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs (as defined below))Statement, and (B) its good faith estimate as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement) of the amount of fees and expensescomponents thereof, including legal, accounting and financial advisory fees and expenses, incurred by the Company in connection with this Agreement and the transactions contemplated thereby (the “Company Transaction Costs”), in the aggregate and with respect to each Person entitled to payment of a portion of such Company Transaction Costs. (ii) On the business day prior to the Closing Date, the Company shall deliver to Parent a statement (the "Cash Closing Statement") setting forth (A) the Company's Cash as of the close of business on such date and (B) the Company's good faith estimate of the amount of the Company's Cash as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs). (iii) The Working Capital Closing Statement and the Cash Closing Statement (together, the "Closing Statements") shall be prepared in good faith and be accompanied by a certificate executed by the Chief Financial Officer of the Company stating that such statements were prepared in good faith and, with respect to the Working Capital Closing Statement, that such statement was prepared on the same basis and applying the same accounting principles, policies and practices that were used in preparing the Initial Statement, including the principles, policies and practices set forth in Exhibit B. Parent and its representatives shall be permitted reasonable access to review the Company's books and records and work papers related to the preparation of the Closing Statements. Parent and its representatives may make inquiries of the Company, and its accountants and employees, regarding questions concerning or disagreements accordance with the Closing Statements arising in the course of their review thereof, Accounting Principles and the Company terms of this Agreement. Seller shall use its commercially reasonable efforts to cause any such accountants and employees to reasonably cooperate with and respond to such inquiries. Parent shall deliver written notice to the Company of any disagreement that Parent may have as to any amount included in or omitted from the Closing Statements, setting forth in reasonable in detail the basis of such disagreement together with the amount(s) in dispute. Parent and the Company shall negotiate Buyer in good faith to resolve any dispute Buyer asserts prior to the Closing Date regarding the amounts set forth on the Seller Closing Statement, it being understood that Buyer will have the opportunity to evaluate such disagreementsamounts following the Closing as set forth in Section 1.06(b) and that the Closing shall not be delayed by reason of any dispute regarding the Seller Closing Statement. (b) No later than 60 days following the Closing Date (the “Adjustment Period”), Buyer shall prepare and deliver to Seller a statement (the “Buyer Closing Statement”) consisting of its calculation, in reasonable detail, of (i) the amount of any Leakage, including Leakage that was not reported on the Seller Closing Statement and that has been identified by Buyer during the Adjustment Period, (ii) the amount of any Transaction Related Expenses paid or to be paid by the Acquired Companies after the Closing, (iii) the Investment Portfolio Adjustment Amount as of the Closing, (iv) the resulting Purchase Price and (v) a reconciliation of Buyer’s calculations to those of Seller in the Seller Closing Statement, together with such documentation as is reasonably necessary to support such calculations. The Buyer Closing Statement, and the Closing Statements components thereof, shall be modified prepared in accordance with the Accounting Principles and the terms of this Agreement. (c) Seller shall have 60 days from the date on which the Buyer Closing Statement is delivered to Seller to review the Buyer Closing Statement (such period of time, the “Review Period”). During the Review Period, Buyer shall cooperate fully with Seller and its Representatives in their review of the Buyer Closing Statement, shall provide, or cause the Acquired Companies to provide, to Seller and its Representatives reasonable access to all books, records and working papers of the Acquired Companies relevant to the Buyer Closing Statement, and shall request, or cause the Acquired Companies to request, that such Acquired Company’s auditors provide to Seller and its Representatives reasonable access to all their working papers relevant to the Buyer Closing Statement; provided that the auditors of Buyer shall not be obligated to make any working papers available to Seller until Seller has signed a customary agreement relating to such access to working papers in form and substance reasonably acceptable to such auditors. The Buyer Closing Statement shall become final and binding upon the parties with respect to all items set forth therein at 5:00 p.m. New York City time on the 60th day of the Review Period, unless Seller gives written notice of its disagreement with the Buyer Closing Statement (such written notice, a “Dispute Notice”) to Buyer on or prior to such time. Any Dispute Notice shall specify in reasonable detail the item or items in dispute (each component thereof, a “Disputed Item”) and the reasons for any disagreement so asserted. If a Dispute Notice is received by Buyer in a timely manner, then the Buyer Closing Statement (as revised in accordance with this sentence) shall become final and binding upon Seller and Buyer on the earlier of (A) the date Seller and Buyer resolve in writing all differences they have with respect to the matters specified in the Dispute Notice or (B) the date all disputed matters are finally resolved in writing by the Independent Accountant in accordance with Section 1.06(d). (d) If Seller delivers a Dispute Notice, then Seller and Buyer shall seek in good faith to resolve the Disputed Items during the 15-Business Day period beginning on the date Buyer receives the Dispute Notice (such period of time, the “Resolution Period”). During the Resolution Period, Buyer and its auditors shall have access to the working papers of Seller prepared in connection with the Dispute Notice; provided that the auditors of Seller shall not be obligated to make any working papers available to Buyer until Buyer has signed a customary agreement relating to such access to working papers in form and substance reasonably acceptable to such auditors. In the event that Seller and Buyer are unable to agree on any item or items shown or reflected in the Dispute Notice within the Resolution Period, Seller and Buyer shall enter into an engagement letter with the Independent Accountant containing customary terms and conditions for this type of engagement within 15 days of the conclusion of the Resolution Period. Each of Seller and Buyer shall prepare separate written reports of such unresolved item or items specified in the Dispute Notice and deliver such reports, along with copies of the Dispute Notice and the Buyer Closing Statement marked to indicate those line items that remain in dispute, to the Independent Accountant within 15 days after engaging the Independent Accountant. Buyer and Seller shall, within five Business Days thereafter, submit written rebuttal reports to the Independent Accountant, and the Independent Accountant shall have the right to ask questions of both parties relating to their respective submissions. The parties hereto shall use their respective commercially reasonable efforts to cause the Independent Accountant to, as soon as practicable and in any event within 15 days after the earlier of (x) receiving such written reports or (y) the deadline for delivering such written reports, determine whether and to what extent (if necessary any) the Buyer Closing Statement requires adjustment with respect to reflect the calculation of the items set forth therein or the identification of items as Leakage; provided, however, that the dollar amount of each item in dispute shall be determined within the range of dollar amounts proposed by Seller in the Dispute Notice, on the one hand, and Buyer in the Buyer Closing Statement, on the other hand. The parties hereto acknowledge and agree that (i) the review by and determinations of the Independent Accountant shall be limited to, and only to, the unresolved item or items specified in the Dispute Notice and (ii) the determinations by the Independent Accountant shall be based solely on (A) such reports submitted by Seller and Buyer and the information and documents (including work papers) provided to the Independent Accountant which form the basis for Seller’s and Buyer’s respective positions and (B) this Section 1.06 and the definitions in this Agreement related to the calculation of Leakage and the Investment Portfolio Adjustment Amount. The parties hereto shall use their commercially reasonable efforts to cooperate with and provide information and documentation, including work papers, to assist the Independent Accountant; provided that Buyer and Seller shall not be obligated to make any working papers of any auditors of Buyer or Seller, respectively, available to the Independent Accountant until the Independent Accountant shall have signed a customary agreement relating to such access to working papers in form and substance reasonably acceptable to such auditors. Any such information or documentation provided by a party hereto to the Independent Accountant shall be concurrently delivered to the other party hereto, subject, in the case of the Independent Accountant’s work papers, to such other party hereto entering into a customary release agreement with respect thereto. Neither of the parties hereto shall disclose to the Independent Accountant, and the Independent Accountant shall not consider for any purposes, any settlement discussions or settlement offers made by any of the parties hereto with respect to any objection under this Section 1.06(d). The determinations by the Independent Accountant solely as to the amount of the item or items in dispute and the resulting Purchase Price shall be in writing and shall be final, binding, non-appealable and conclusive and shall have the same effect for all purposes as if such determinations had been embodied in a final judgment, entered by a court of competent jurisdiction, and either party hereto may petition the New York courts to reduce such decision to judgment. The fees, costs and expenses of the Independent Accountant shall be borne by Buyer, on the one hand, and Seller, on the other hand, based on the inverse of the percentage of the amounts that the Independent Accountant determines in such party’s favor bears to the aggregate amount of the total disputed matters. (e) Within three Business Days after the end of the Review Period (if a timely Dispute Notice is not delivered), or upon the resolution of any all matters set forth in the Dispute Notice either by mutual agreement of the parties hereto or by the Independent Accountant in accordance with Section 1.06(d): (i) if the Purchase Price as finally determined exceeds the Purchase Price paid at Closing, Buyer shall pay to Interfinancial, by wire transfer of immediately available funds, an amount equal to such disagreementsdifference; and (ii) if the Purchase Price as finally determined is less than the Purchase Price paid at Closing, Seller shall cause Interfinancial to pay to Buyer, by wire transfer of immediately available funds, an amount equal to the absolute value of such difference. Any such amounts paid to Buyer or Seller shall be treated as an adjustment to the Purchase Price for Tax reporting purposes.

Closing Statements. (i) The Company Seller Parties shall prepare in good faith and deliver to Parentthe Purchaser Parties for its review and consultation, at least five, but no more than seven, business days prior to the Closing Date, a statement (the “Working Capital Closing Statement”x) consisting of (A) a statement comparable to the Initial Statement of its calculations of its good faith estimate of the Net Working Capital as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs (as defined below)), and (B) its good faith estimate as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement) of the amount of fees and expenses, including legal, accounting and financial advisory fees and expenses, incurred by the Company in connection with this Agreement and the transactions contemplated thereby (the “Company Transaction Costs”), in the aggregate and with respect to each Person entitled to payment of a portion of such Company Transaction Costs. (ii) On the business day prior to the Closing DateProperty and Purchased Interest or Deferred Property and Deferred Purchased Interests, the Company shall deliver to Parent as applicable, a statement (the "Cash Closing Statement") setting forth (A) the Company's Cash of estimated Proration Items as of the close of business applicable Adjustment Time on such date a property-by-property basis, and Purchased Entity basis to the extent applicable and (By) with respect to the Company's good faith estimate Purchased Commercial Loans or Deferred Commercial Loans, as applicable, the applicable Closing Unpaid Principal Balance Statement, in each case, together with all relevant supporting documentation, to be submitted to the Purchaser Parties in draft form no less than three (3) Business Days before the applicable Closing Date to be updated one (1) Business Day prior for the Adjustment Time, as necessary (such statement for the Initial Closing, the “Estimated Initial Closing Statement”; and such statement for a Deferred Closing, an “Estimated Deferred Closing Statement”); provided that any Estimated Initial Closing Statement or Estimated Deferred Closing Statement, as applicable, will not be required to include any Proration Items, Cash adjustment amounts or Unpaid Principal Balance calculations with respect to any Deferred Asset (or the applicable Deferred Interests relating thereto) that is not being Transferred at the applicable Closing. In the event that Seller Parties and the Purchaser Parties agree to revisions to the Estimated Initial Closing Statement or the Estimated Deferred Closing Statement, as applicable, the Seller Parties shall deliver their revised, if applicable, statement of estimated Proration Items (if applicable), applicable Closing Unpaid Principal Balance Statement and other credits and adjustments to the amount of Unadjusted Purchase Price or Unadjusted Asset Purchase Price Amount, as applicable, to Purchaser no less than one (1) Business Day before the Company's Cash as of the applicable Closing Date (assuming consummation the Estimated Initial Closing Statement or the revised statement, if any, the “Initial Closing Statement”; and the applicable Estimated Deferred Closing Statement or the revised statement, if any, the “Deferred Closing Statement”). The Proration Items and other credits and adjustments reflected in the applicable Closing Statement will be paid at the applicable Closing by the Purchaser Parties to the Seller Parties (if the Proration Items, credits and adjustments result in a net credit to the Seller Parties) or by the Seller Parties to the Purchaser Parties (if the Proration Items, credits and adjustments pursuant to this Section 1.4 result in a net credit to the Purchaser Parties) by increasing or reducing the cash to be delivered by the Purchaser Parties in payment of the transactions contemplated by this Agreement and payment of all Company Transaction Costs). (iii) The Working Capital Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, at the applicable Closing. As soon as practicable following the applicable Closing Statement and the Cash Closing Statement (togetherand, the "Closing Statements") shall be prepared in good faith and be accompanied by a certificate executed by the Chief Financial Officer of the Company stating that such statements were prepared in good faith andany event, with respect to the Working Capital Purchased Interests and Transferred Properties, not later than one hundred eighty (180) days (except, in the case of real property Taxes, twelve (12) months, in the case of Closing Year Additional and Percentage Rent, ninety (90) days following the date that such Rents are billed, and, in the case of Texas Franchise Taxes, twenty-four (24) months) after the applicable Closing, the Purchaser Parties shall prepare in good faith and deliver to the Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update to the Initial Closing Statement (as approved by the Purchaser Parties, the “Adjusted Initial Closing Statement”) or the Deferred Closing Statement (as approved by Purchaser, each such updated Deferred Closing Statement, that such statement was prepared an “Adjusted Deferred Closing Statement”) which update will reflect the Purchaser Parties calculation of Proration Items and other credits and adjustments pursuant to this Section 1.4 as of the applicable Closing Date based on the same basis and applying information available as of the same accounting principles, policies and practices that were used in preparing preparation date. As soon as practicable following the Initial Statement, including the principles, policies and practices set forth in Exhibit B. Parent and its representatives shall be permitted reasonable access to review the Company's books and records and work papers related applicable Closing with respect to the preparation of Purchased Commercial Loans and, in any event, not later than one hundred eighty (180) days after the Closing Statements. Parent and its representatives may make inquiries of applicable Closing, the Company, and its accountants and employees, regarding questions concerning or disagreements with the Closing Statements arising in the course of their review thereof, and the Company Purchaser Parties shall use its commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. Parent shall deliver written notice to the Company of any disagreement that Parent may have as to any amount included in or omitted from the Closing Statements, setting forth in reasonable in detail the basis of such disagreement together with the amount(s) in dispute. Parent and the Company shall negotiate prepare in good faith and deliver to resolve any such disagreementsthe Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an Adjusted Initial Closing Statement or an Adjusted Deferred Closing Statement which update will reflect (1) the Purchaser Parties calculation of Proration Items, credits and adjustments pursuant to Section 1.2(b) and (c) as of the applicable Closing Statements shall Date based on the information available as of the preparation date and (2) the applicable Adjusted Closing Date Portfolio Tape. Re-prorations and adjustments will be modified if necessary to reflect made commencing after the resolution of any such disagreementsInitial Closing when actual amounts are determined only where expressly provided in this Section 1.4.

Closing Statements. (i) The Company Seller Parties shall prepare in good faith and deliver to Parentthe Purchaser Parties for its review and consultation, at least five, but no more than seven, business days prior to the Closing Date, a statement (the “Working Capital Closing Statement”x) consisting of (A) a statement comparable to the Initial Statement of its calculations of its good faith estimate of the Net Working Capital as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs (as defined below)), and (B) its good faith estimate as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement) of the amount of fees and expenses, including legal, accounting and financial advisory fees and expenses, incurred by the Company in connection with this Agreement and the transactions contemplated thereby (the “Company Transaction Costs”), in the aggregate and with respect to each Person entitled to payment Property and Purchased -- \\DC - 088650/000238 - 6521921 v16 Interest or Deferred Property and Deferred Purchased Interests, as applicable, a statement of estimated Proration Items as of the applicable Adjustment Time on a portion of such Company Transaction Costs. (ii) On the business day prior property-by-property basis, and Purchased Entity basis to the Closing Dateextent applicable and (y) with respect to the Purchased Commercial Loans or Deferred Commercial Loans, as applicable, the Company shall deliver applicable Closing Unpaid Principal Balance Statement, in each case, together with all relevant supporting documentation, to Parent a be submitted to the Purchaser Parties in draft form no less than three (3) Business Days before the applicable Closing Date to be updated one (1) Business Day prior for the Adjustment Time, as necessary (such statement (for the Initial Closing, the "Cash Estimated Initial Closing Statement"; and such statement for a Deferred Closing, an "Estimated Deferred Closing Statement"); provided that any Estimated Initial Closing Statement or Estimated Deferred Closing Statement, as applicable, will not be required to include any Proration Items, Cash adjustment amounts or Unpaid Principal Balance calculations with respect to any Deferred Asset (or the applicable Deferred Interests relating thereto) setting forth that is not being Transferred at the applicable Closing. In the event that Seller Parties and the Purchaser Parties agree to revisions to the Estimated Initial Closing Statement or the Estimated Deferred Closing Statement, as applicable, the Seller Parties shall deliver their revised, if applicable, statement of estimated Proration Items (Aif applicable), applicable Closing Unpaid Principal Balance Statement and other credits and adjustments to the Unadjusted Purchase Price or Unadjusted Asset Purchase Price Amount, as applicable, to Purchaser no less than one (1) Business Day before the Company's Cash as of the close of business on such date and (B) the Company's good faith estimate of the amount of the Company's Cash as of the applicable Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs). (iii) The Working Capital Estimated Initial Closing Statement and or the Cash Closing Statement (togetherrevised statement, if any, the "Initial Closing StatementsStatement") shall ; and the applicable Estimated Deferred Closing Statement or the revised statement, if any, the "Deferred Closing Statement"). The Proration Items and other credits and adjustments reflected in the applicable Closing Statement will be prepared in good faith and be accompanied by a certificate executed paid at the applicable Closing by the Chief Financial Officer Purchaser Parties to the Seller Parties (if the Proration Items, credits and adjustments result in a net credit to the Seller Parties) or by the Seller Parties to the Purchaser Parties (if the Proration Items, credits and adjustments pursuant to this Section 1.4 result in a net credit to the Purchaser Parties) by increasing or reducing the cash to be delivered by the Purchaser Parties in payment of the Company stating that such statements were prepared Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, at the applicable Closing. As soon as practicable following the applicable Closing and, in good faith andany event, with respect to the Working Capital Purchased Interests and Transferred Properties, not later than one hundred eighty (180) days (except, in the case of real property Taxes, twelve (12) months, in the case of Closing Year Additional and Percentage Rent, ninety (90) days following the date that such Rents are billed, and, in the case of Texas Franchise Taxes, twenty-four (24) months) after the applicable Closing, the Purchaser Parties shall prepare in good faith and deliver to the Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update to the Initial Closing Statement (as approved by the Purchaser Parties, the "Adjusted Initial Closing Statement") or the Deferred Closing Statement (as approved by Purchaser, each such updated Deferred Closing Statement, that such statement was prepared an "Adjusted Deferred Closing Statement") which update will reflect the Purchaser Parties calculation of Proration Items and other credits and adjustments pursuant to this Section 1.4 as of the applicable Closing Date based on the same basis and applying information available as of the same accounting principles, policies and practices that were used in preparing preparation date. As soon as practicable following the Initial Statement, including the principles, policies and practices set forth in Exhibit B. Parent and its representatives shall be permitted reasonable access to review the Company's books and records and work papers related applicable Closing with respect to the preparation of Purchased Commercial Loans and, in any event, not later than one hundred eighty (180) days after the Closing Statements. Parent and its representatives may make inquiries of applicable Closing, the Company, and its accountants and employees, regarding questions concerning or disagreements with the Closing Statements arising in the course of their review thereof, and the Company Purchaser Parties shall use its commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. Parent shall deliver written notice to the Company of any disagreement that Parent may have as to any amount included in or omitted from the Closing Statements, setting forth in reasonable in detail the basis of such disagreement together with the amount(s) in dispute. Parent and the Company shall negotiate prepare in good faith and deliver to resolve any such disagreementsthe Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an Adjusted Initial Closing Statement or an Adjusted Deferred Closing Statement which update will reflect (1) the Purchaser Parties calculation of Proration Items, credits and adjustments pursuant to Section 1.2(b) and (c) as of the applicable Closing Statements shall Date based on the information available as of the preparation date and (2) the applicable Adjusted Closing Date Portfolio Tape. Re-prorations and adjustments will be modified if necessary to reflect made commencing after the resolution of any such disagreementsInitial Closing when actual amounts are determined only where expressly provided in this Section 1.4.

Closing Statements. At least three (i3) The Company shall deliver to Parent, at least five, but no more than seven, business days Business Days prior to the Closing Date, (a) Trinity shall deliver to PubCo and the Companies a statement (the “Working Capital Trinity Closing Statement”) consisting setting forth Trinity’s good faith calculation of (i) the amount of Cash and Cash Equivalents held in the Trust Account, (ii) the Closing Indebtedness of the Trinity Parties, (iii) the Trinity Transaction Expenses, (iv) the amount of cash necessary to pay income and franchise taxes from any interest income earned in the Trust Account, (v) the aggregate amount of Cash Proceeds necessary to satisfy Trinity’s obligation to redeem the Trinity Redeemed Shares, and (vi) the Trinity Merger Consideration Per Share, in each case as of 11:59 p.m. Pacific Time on the day immediately preceding the Closing Date, and (b) the Companies shall deliver to PubCo and Trinity a statement (the “Company Closing Statement”) setting forth the Companies’ good faith calculation of (i) the Cash and Cash Equivalents of the Company Group, (ii) the Closing Indebtedness of the Company Group, (iii) any unpaid Company Transaction Expenses and any Reimbursed Transaction Expenses, (iv) the Company Preferred AUM, (v) the Company Preferred Merger Consideration Per Unit, the Company Common Merger Consideration Per Unit and the Management Company Merger Consideration Per Unit, and (vi) a schedule of the allocation of (A) a statement comparable to the Initial Statement of its calculations of its good faith estimate of the Net Working Capital as of the Closing Date (assuming consummation of the transactions contemplated Company Common Consideration by this Agreement and payment of all Company Transaction Costs (as defined below))Company, and (B) its good faith estimate as of the Closing Date (assuming consummation of the transactions contemplated Management Company Consideration by this Agreement) of the amount of fees Management Company and expenses, including legal, accounting and financial advisory fees and expenses, incurred by the among Management Company in connection with this Agreement and the transactions contemplated thereby Members (the “Company Transaction CostsAllocation Schedule”), in each case as of 11:59 p.m. Pacific Time on the aggregate and with respect to each Person entitled to payment of a portion of such Company Transaction Costs. (ii) On the business day prior to immediately preceding the Closing Date. All amounts included in the Company Closing Statement shall be subject to PubCo’s review and approval (such approval not to be unreasonably withheld, conditioned or delayed) in advance of Closing, and such approval shall not (x) limit or otherwise affect PubCo’s remedies under this Agreement or otherwise, or constitute an acknowledgment by PubCo of the accuracy of the amounts reflected thereon or (y) affect whether the Company’s Group has fulfilled its obligation to deliver the Company Closing Statement pursuant to Section 6.2(d). All amounts included in the Trinity Closing Statement shall be subject to the Company Group’s review and approval (such approval not to be unreasonably withheld, conditioned or delayed) in advance of Closing, and such approval shall not (x) limit or otherwise affect the Company Group’s remedies under this Agreement or otherwise, or constitute an acknowledgment by the Company Group of the accuracy of the amounts reflected thereon or (y) affect whether the Trinity Group has fulfilled its obligation to deliver the Trinity Closing Statement pursuant to Section 6.3(d). Notwithstanding anything to the contrary contained herein, the Company Parties hereby agree that neither Trinity nor PubCo, nor any of their respective Affiliates, shall deliver have any obligation to Parent a statement confirm or verify the Allocation Schedule or the information set forth therein, and Trinity, PubCo and their respective Affiliates (including, after the "Cash Closing Statement") setting forth (A) the Company's Cash as of the close of business on such date and (B) the Company's good faith estimate of the amount of the Company's Cash as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs). (iii) The Working Capital Closing Statement and the Cash Closing Statement (togetherClosing, the "Closing Statements"Surviving Subsidiaries) shall be prepared in good faith and be accompanied by a certificate executed by the Chief Financial Officer of the Company stating that such statements were prepared in good faith and, with respect entitled to the Working Capital Closing Statement, that such statement was prepared rely on the same basis and applying the same accounting principles, policies and practices that were used in preparing the Initial Statement, including the principles, policies and practices set forth in Exhibit B. Parent and its representatives shall be permitted reasonable access to review the Company's books and records and work papers related to the preparation of the Closing Statements. Parent and its representatives may make inquiries of the Company, and its accountants and employees, regarding questions concerning or disagreements with the Closing Statements arising in the course of their review thereof, and the Company shall use its commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. Parent shall deliver written notice to the Company of any disagreement that Parent may have as to any amount included in or omitted from the Closing Statements, setting forth in reasonable in detail the basis of such disagreement together with the amount(s) in dispute. Parent and the Company shall negotiate in good faith to resolve any such disagreements, and the Closing Statements shall be modified if necessary to reflect the resolution of any such disagreementsAllocation Schedule.

Closing Statements. (ia) The Company shall deliver to Parent, at least five, but no more No sooner than seven, business days five (5) or later than two (2) Business Days prior to the Closing Date, : (i) the Company Parties shall deliver to SPAC a statement (the “Working Capital Closing Statement”) consisting of (A) a statement comparable to the Initial Statement of its calculations of its good faith estimate certificate duly executed by an authorized officer of the Net Working Capital as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs (as defined below)), and (B) its good faith estimate as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement) of the amount of fees and expenses, including legal, accounting and financial advisory fees and expenses, incurred by the Company in connection with this Agreement and the transactions contemplated thereby (the “Company Transaction CostsClosing Certificate”), in ) setting forth a statement of (i) the aggregate accrued and with respect to each Person entitled to payment of a portion of such unpaid Company Transaction CostsExpenses as of immediately prior to the Merger Effective Time (the “Unpaid Company Expenses”) and (ii) the FST Restructuring 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. (ii) On SPAC shall deliver to the business day 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 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) On the Closing Date, concurrently with the Merger Effective Time, all Unpaid Transaction Expenses shall be paid in full, and in furtherance of the foregoing, the Parties agree that the Parties shall use their reasonable best efforts to cause the Trustee to pay by wire transfer of immediately available funds from the Trust Account, the Unpaid Transaction Expenses set forth on the Closing Statements pursuant to Section 7.16. For the avoidance of doubt, the Company shall deliver be solely responsible and pay for the FST Restructuring Expenses prior to Parent a statement (and after the "Cash Closing. If the Closing Statement") setting forth (A) the Company's Cash as shall occur, any payment of the close of business on such date and (B) Unpaid Transaction Expenses from the Company's good faith estimate proceeds of the amount Trust Account shall take priority over any payment of the Company's Cash as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs)FST Restructuring Expenses. (iiic) The Working Capital Closing Statement and the Cash Closing Statement (together, the "Closing Statements") shall be prepared in good faith and be accompanied by a certificate executed by the Chief Financial Officer Each of the Company stating that such statements were prepared in good faith and, Parties and SPAC shall (i) provide the other Parties hereto and their respective Representatives with respect to the Working Capital Closing Statement, that such statement was prepared on the same basis and applying the same accounting principles, policies and practices that were used in preparing the Initial Statement, including the principles, policies and practices set forth in Exhibit B. Parent and its representatives shall be permitted reasonable access to review the Company's books and relevant books, records and work papers related finance personnel of such party to enable the preparation of other Parties hereto and their respective Representatives to review and analyze the Closing Statements. Parent and its representatives may make inquiries of the Company, and its accountants and employees, regarding questions concerning or disagreements with the Closing Statements arising in the course of their review thereof, and the Company shall use its commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. Parent shall deliver written notice to the Company of any disagreement that Parent may have as to any amount included in or omitted from amounts set forth on the Closing Statements, setting forth in reasonable in detail and (ii) make such amendments to the basis of such disagreement together with Closing Statements as the amount(s) in dispute. Parent Parties may mutually and the Company shall negotiate in good faith to resolve any such disagreements, and the Closing Statements shall be modified if necessary to reflect the resolution of any such disagreementsagree.

Closing Statements. (i) Within ninety (90) calendar days after the Closing Date, the Buyer will deliver to the Company a certificate of the Buyer setting forth (i) the Buyer’s itemized good faith calculation of (A) the Closing Working Capital, (B) the Closing Net Cash, and (C) Transaction Expenses, (ii) the resulting calculation of the Final Cash Purchase Price, assuming the accuracy of the estimates described in the foregoing clause (i), and (iii) the resulting amount of the adjustment(s), if any, to the Estimated Cash Purchase Price, calculated strictly in accordance with the Accounting Methodology and the terms and conditions of this Section 2.4 (the “Closing Statements”), and will be accompanied by reasonably detailed supporting calculations and documentation. Any currency conversions made in preparation of the foregoing will be made at the applicable Period End Rate. The Buyer shall not amend, supplement or modify the Closing Statements following delivery to the Company. The Closing Statements will entirely disregard (a) any and all effects on the assets or liabilities of the Business as a result of any financing or refinancing arrangements entered into at any time by the Buyer or any other transaction entered into after the Closing by the Buyer in connection with the consummation of the Contemplated Transactions, and (b) any of the plans, transactions or changes which the Buyer initiates or makes after the Closing with respect to the Business, or any facts or circumstances arising after the Closing that are unique or particular to the Buyer or any of its assets or liabilities. (ii) The Company shall deliver to Parent, at least five, but no more than seven, business have ninety (90) calendar days prior to from the date on which the Closing Date, a statement Statements are received (the “Working Capital Closing StatementReview Period”) consisting to review the Closing Statements. From the commencement of the Review Period until such time as the Final Cash Purchase Price is finally determined in accordance with this Section 2.4, the Buyer shall, upon the reasonable request of the Company, provide the Company and its Representatives with reasonable access upon reasonable advance notice during normal business hours and in manner so as to not unreasonably interfere with the business of the Company and its Subsidiaries to (A) a statement comparable the books and records of the Sold Companies and the Sold Subsidiaries or any other documents on which the calculations set forth in the Closing Statements are based, including the working papers of the Buyer and (subject to the Initial Statement execution by the Company and its Representatives of customary indemnification and release letters, or such other similar, customary arrangements as may be reasonably required by the Buyer’s accountants) its calculations of its good faith estimate of the Net Working Capital as of accountants and other representatives, if any, prepared in connection with the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs (as defined below))Statements, and (B) its good faith estimate as such of the Buyer’s, the Sold Companies’ and the Sold Subsidiaries’ personnel, and other Representatives who were responsible for the preparation of the Closing Date (assuming consummation of the transactions contemplated by this Agreement) of the amount of fees and expenses, including legal, accounting and financial advisory fees and expenses, incurred by Statements as the Company in connection with this Agreement shall reasonably request. The Buyer hereby agrees that following the Closing Date and the transactions contemplated thereby (the “Company Transaction Costs”), in the aggregate and with respect to each Person entitled to payment of a portion of such Company Transaction Costs. (ii) On the business day 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 not alter or destroy any of the books and records of the Sold Companies and the Sold Subsidiaries, or any other documents on which the calculations set forth in the Closing DateStatements are based. In the event the Company disagrees with any or all of the calculations set forth in the Closing Statements, the Company shall deliver to Parent the Buyer within the Review Period a statement written notice of dispute (a “Dispute Notice”) which shall set forth, in reasonable detail and shall be accompanied by reasonably detailed supporting calculations and documentation, the items and amounts in dispute. 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 the Closing Statements and each calculation set forth therein and the Closing Statements delivered by the Buyer pursuant to Section 2.4(b)(i) shall be deemed to be final and binding and constitute the Final Closing Statements for all purposes hereunder. 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 "Cash Closing Statement"“Discussion Period”) setting forth (A) commencing on the date the Buyer receives the Dispute Notice from the Company's Cash . Any communications between the Buyer and the Company (or their respective Representatives) during the Discussion Period shall be treated as settlement discussion materials pursuant to U.S. Federal Rule of Evidence 408 and similar state rules. If the close 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 business on interest), then another independent nationally recognized accounting firm to be agreed upon by the Company and the Buyer acting reasonably (either such date and (B) firm, as the Company's good faith estimate of case may be, the amount of the Company's Cash as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs“Accountant”). (iii) The Working Capital Closing Statement Buyer and the Cash Closing Statement (togetherCompany shall direct the Accountant to conduct a review of the Disputed Items that are the subject of the Dispute Notice, and shall provide the "Closing Statements") shall be prepared Accountant with any supporting documentation with respect to the Disputed Items as the Accountant in good faith and be accompanied by a certificate executed by the Chief Financial Officer its sole discretion deems necessary. Each of the Company stating and the Buyer and their respective Representatives shall be afforded the opportunity to present to the Accountant any material that either the Company or the Buyer deem relevant to settlement of a Disputed Item; provided that such statements were prepared material and its applications would be in good faith andaccordance with this Section 2.4, and each of the Company and the Buyer shall have a continuing opportunity to discuss the matter and its position with the Accountant, but no such presentation of materials or communication shall be on an ex parte basis unless agreed to in writing by the other party. In its review and calculation of the Disputed Items, such Accountant shall (A) 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, (B) be bound in all respects and for all purposes by the definitions hereof and the Accounting Methodology, and shall select, with respect to each Disputed Item, an amount no greater than the Working Capital Closing Statementgreatest value claimed for such item or less than the smallest value for such item claimed by either of the Buyer, that such statement was prepared on the same basis and applying the same accounting principles, policies and practices that were used in preparing the Initial Statement, including the principles, policies and practices as set forth in Exhibit B. Parent and its representatives shall be permitted reasonable access to review the Closing Statements or the Company's books and records and work papers related to ’s position, as set forth in the preparation Dispute Notice, (C) not consider in any respect or for any purpose any settlement discussions or settlement offer made by or on behalf of the Closing Statements. Parent Buyer or the Company, unless otherwise agreed by the Buyer and its representatives may make inquiries of the Company, and no party hereto will disclose (or permit its accountants representatives to disclose) to the Accountant any such discussions or offer, and employees, regarding questions concerning or disagreements (D) be limited to fixing mathematical errors and determining whether the Disputed Items were determined strictly in accordance with the Closing Accounting Methodology and this Section 2.4 (and any related definitions), and the Accountant is not to make any other determination, including (1) whether U.S. GAAP was followed for any purposes under this Agreement, (2) whether the Target Working Capital Amount is correct, (3) the accuracy of the Financial Statements arising or any representation or warranty in the course this Agreement or (4) compliance by any party with any of their review thereofits covenants, agreements or obligations in this Agreement (other than this Section 2.4). (iv) The Buyer and the Company shall use direct the Accountant to, as promptly as practicable and in no event later than thirty (30) calendar days following its commercially reasonable efforts to cause any such accountants retention by the Buyer and employees to cooperate with and respond to such inquiries. Parent shall the Company, deliver written notice to the Buyer and the Company a written report (the “Adjustment Report”) setting forth its calculation of any disagreement the Final Cash Purchase Price based solely on its determination of the Disputed Items in accordance with this Section 2.4. The Adjustment Report shall set forth, in reasonable detail, the Accountant’s determination with respect to each of the Disputed Items specified in the Dispute Notice, and the revisions, if any, to be made to the Disputed Items of the Closing Statements that Parent may have as to any amount included in or omitted from are the subject of such Dispute Notice, together with supporting calculations. The Adjustment Report shall be final and binding on the parties, absent manifest error. Such Closing Statements, setting as so adjusted by the Accountant, or as deemed final pursuant to Section 2.4(b)(ii) above, as the case may be, shall be the “Final Closing Statements” and shall be final and binding on the parties for all purposes hereof. The terms “Final Working Capital”, “Final Net Cash”, and “Final Transaction Expenses” shall mean the Closing Working Capital, Closing Net Cash, and Transaction Expenses, in each case, as set forth in reasonable in detail the basis of such disagreement together with the amount(s) in dispute. Parent and the Company shall negotiate in good faith to resolve any such disagreements, and the Final Closing Statements shall be modified if necessary to reflect the resolution of any such disagreementsStatements.

Closing Statements. (ia) The Company Three (3) Business Days prior to the Closing, Purchaser shall deliver to Parent, at least five, but no more than seven, business days prior to the Closing Date, Company a statement (the “Working Capital Purchaser Closing Statement”) consisting of (A) a statement comparable to the Initial Statement of its calculations of its good faith estimate of the Net Working Capital setting forth, in each case as of the Closing Date Reference Time: (assuming consummation i) the aggregate amount of cash in the transactions contemplated by this Agreement and payment Trust Account (prior to giving effect to the Redemption), (ii) the aggregate amount of all Company Transaction Costs (as defined below)), and (B) its good faith estimate as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement) of the amount of fees and expenses, including legal, accounting and financial advisory fees and expenses, incurred by the Company payments required to be made in connection with this Agreement and the transactions contemplated thereby Redemption, (iii) the “Company net cash of Purchaser, after giving effect to the Redemption, (iv) the Purchaser Transaction Costs”)Expenses, in including the aggregate and with respect amount owed to each Person entitled to payee thereof and payment instructions therefor, (v) the Purchaser Indebtedness and (vi) a calculation of a portion of such Company Transaction CostsExcess Purchaser Indebtedness and Liability Amount, if any. (iib) On the business day Three (3) Business Days prior to the Closing, but in any case following receipt of the Purchaser Closing DateStatement, the Company shall deliver to Parent Purchaser a statement (the "Cash “Company Closing Statement"”) setting forth, (i) a schedule setting forth Digital Assets owned by the Target Companies as of the date of the Company Closing Statement and the Digital Asset Market Value of such Digital Assets and (ii) in each case as of the Reference Time, (A) the Company's Cash as of the close of business on such date and Closing Company Cash, (B) the Company's good faith estimate of Company Indebtedness, (C) the Company Transaction Expenses, including the amount owed to each payee thereof and payment instructions therefor and (D) the resulting amount of the Company's Cash Merger Consideration and Exchange Ratio. (c) From and after the delivery of the Purchaser Closing Statement or the Company Closing Statement, as the case may be, until the Closing Date, each of the Company and Purchaser shall (i) provide the other Parties and their Representatives with reasonable access to information reasonably requested by the Company or Purchaser or any of their respective Representatives in connection with the review of the Purchaser Closing Statement or the Company Closing Statement, as the case may be, (ii) consider in good faith any comments to the Purchaser Closing Statement or the Company Closing Statement, as the case may be, provided by any other Party prior to the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs). (iii) The Working Capital 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 Date reflecting any such changes. It is understood and agreed that whether or not the Parties have fully resolved all comments to the Company Closing Statement or the Purchaser Closing Statement, such failure shall not affect, condition or delay the Closing, and the Closing shall occur based on the information set forth in the last agreed upon version of the Purchaser Closing Statement and the Cash Closing Statement (together, the "Closing Statements") shall be prepared in good faith and be accompanied by a certificate executed by the Chief Financial Officer of the Company stating that such statements were prepared in good faith and, with respect to the Working Capital Closing Statement, that such statement was prepared on the same basis and applying the same accounting principles, policies and practices that were used in preparing the Initial Statement, including the principles, policies and practices set forth in Exhibit B. Parent and its representatives shall be permitted reasonable access to review the Company's books and records and work papers related to the preparation of the Closing Statements. Parent and its representatives may make inquiries of the Company, and its accountants and employees, regarding questions concerning or disagreements with the Closing Statements arising in the course of their review thereof, and the Company shall use its commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. Parent shall deliver written notice to the Company of any disagreement that Parent may have as to any amount included in or omitted from the Closing Statements, setting forth in reasonable in detail the basis of such disagreement together with the amount(s) in dispute. Parent and the Company shall negotiate in good faith to resolve any such disagreements, and the Closing Statements shall be modified if necessary to reflect the resolution of any such disagreementsapplicable.

Closing Statements. (i) The Company shall deliver to Parent, at least fiveAs soon as practicable, but no in any event not more than sevenninety (90) days after the Closing Date, business unless otherwise extended by the mutual agreement of U.S. Seller and U.S. Purchaser, U.S. Seller will cause to be prepared and delivered to U.S. Purchaser (A) a statement (the “Closing Statement of Working Capital”), setting forth, as of the Closing Date, the Net Working Capital (the “Closing Net Working Capital”); and (B) a statement (the “Closing Statement of Indebtedness”) setting forth, as of the Closing Date, the aggregate amount of the Net Indebtedness (the “Closing Net Indebtedness”); together with an audit report of Ernst & Young, LLP, independent accountants of Seller and Company (“E&Y”), to the effect that the Closing Net Working Capital and the Closing Net Indebtedness have been calculated in accordance with this Agreement and the Closing Statement of Working Capital has been prepared in accordance with GAAP Consistently Applied. (ii) For purposes of U.S. Seller’s preparation of the Closing Statement of Working Capital and the Closing Statement of Indebtedness (collectively, the “Closing Statements”), U.S. Purchaser (A) shall cause the Vice President of Finance (or comparable officer) of Company to provide or cause to be provided to U.S. Seller, within ten (10) days prior to after the Closing Date, a statement (the “Working Capital Closing Statement”) consisting of (A) a statement comparable to the Initial Statement of its calculations of its good faith estimate of the Net Working Capital balance sheet as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment Date, along with a copy of all Company Transaction Costs (as defined below)), data and (B) its good faith estimate as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement) of the amount of fees and expenses, including legal, accounting and financial advisory fees and expenses, incurred by the Company in connection with this Agreement and the transactions contemplated thereby (the “Company Transaction Costs”), in the aggregate and with respect to each Person entitled to payment of a portion of such Company Transaction Costs. (ii) On the business day prior to the Closing Date, the Company shall deliver to Parent a statement (the "Cash Closing Statement") setting forth (A) the Company's Cash as of the close of business on such date and (B) the Company's good faith estimate of the amount of the Company's Cash as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs). (iii) The Working Capital Closing Statement and the Cash Closing Statement (together, the "Closing Statements") shall be prepared in good faith and be accompanied by a certificate executed by the Chief Financial Officer of the Company stating that such statements were prepared in good faith and, with respect to the Working Capital Closing Statement, that such statement was prepared on the same basis and applying the same accounting principles, policies and practices that were used in preparing the Initial Statement, including the principles, policies and practices set forth in Exhibit B. Parent and its representatives shall be permitted reasonable access to review the Company's books and records and work papers related to the supporting documentation reasonably necessary for preparation of the Closing Statements, including financial information normally submitted by Company to U.S. Seller using its Hyperion Financial Management System; and (B) shall not prevent the appropriate members of management of Company from providing (and shall request that they provide), within five (5) days after the request of U.S. Seller therefor, customary management representation letters to E&Y for purposes of E&Y’s audit report on the Closing Statement of Working Capital. Parent All costs and its representatives may make inquiries of the Company, and its accountants and employees, regarding questions concerning or disagreements expenses incurred by U.S. Seller in connection with the Closing Statements arising in the course preparation, delivery and audit of their review thereof, and the Company shall use its commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. Parent shall deliver written notice to the Company of any disagreement that Parent may have as to any amount included in or omitted from the Closing Statements, setting forth in reasonable in detail the basis of such disagreement together with the amount(s) in dispute. Parent and the Company shall negotiate in good faith to resolve any such disagreements, and the Closing Statements shall be modified if necessary borne by Sellers. Purchasers shall make available all reasonable books, records and personnel for U.S. Seller to reflect prepare the resolution of any such disagreementsClosing Statements.

Closing Statements. (ia) The Company shall deliver to Parent, at least five, but no more No sooner than seven, business days five (5) or later than two (2) Business Days prior to the Closing Date, : (i) the Company Parties shall deliver to SPAC a statement (the “Working Capital Closing Statement”) consisting of (A) a statement comparable to the Initial Statement of its calculations of its good faith estimate certificate duly executed by an authorized officer of the Net Working Capital as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs (as defined below)), and (B) its good faith estimate as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement) of the amount of fees and expenses, including legal, accounting and financial advisory fees and expenses, incurred by the Company in connection with this Agreement and the transactions contemplated thereby (the “Company Transaction CostsClosing Certificate”), in ) setting forth a statement of (i) the aggregate accrued and with respect to each Person entitled to payment of a portion of such unpaid Company Transaction CostsExpenses as of immediately prior to the Merger Effective Time (the “Unpaid Company Expenses”) and (ii) the TCO Restructuring 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. (ii) On SPAC shall deliver to the business day 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 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) On the Closing Date, concurrently with the Merger Effective Time, all Unpaid Transaction Expenses shall be paid in full, and in furtherance of the foregoing, the parties agree that the Parties shall use their reasonable best efforts to cause the Trustee to pay by wire transfer of immediately available funds from the Trust Account, the Unpaid Transaction Expenses set forth on the Closing Statements pursuant to Section 7.16. For the avoidance of doubt, the Company shall deliver be solely responsible and pay for the TCO Restructuring Expenses prior to Parent a statement (and after the "Cash Closing. If the Closing Statement") setting forth (A) the Company's Cash as shall occur, any payment of the close of business on such date and (B) Unpaid Transaction Expenses from the Company's good faith estimate proceeds of the amount Trust Account shall take priority over any payment of the Company's Cash as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs)TCO Restructuring Expenses. (iiic) The Working Capital Closing Statement and the Cash Closing Statement (together, the "Closing Statements") shall be prepared in good faith and be accompanied by a certificate executed by the Chief Financial Officer Each of the Company stating that such statements were prepared in good faith and, Parties and SPAC shall (i) provide the other parties hereto and their respective Representatives with respect to the Working Capital Closing Statement, that such statement was prepared on the same basis and applying the same accounting principles, policies and practices that were used in preparing the Initial Statement, including the principles, policies and practices set forth in Exhibit B. Parent and its representatives shall be permitted reasonable access to review the Company's books and relevant books, records and work papers related finance personnel of such party to enable the preparation of other parties hereto and their respective Representatives to review and analyze the Closing Statements. Parent and its representatives may make inquiries of the Company, and its accountants and employees, regarding questions concerning or disagreements with the Closing Statements arising in the course of their review thereof, and the Company shall use its commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. Parent shall deliver written notice to the Company of any disagreement that Parent may have as to any amount included in or omitted from amounts set forth on the Closing Statements, setting forth in reasonable in detail and (ii) make such amendments to the basis of such disagreement together with Closing Statements as the amount(s) in dispute. Parent parties may mutually and the Company shall negotiate in good faith to resolve any such disagreements, and the Closing Statements shall be modified if necessary to reflect the resolution of any such disagreementsagree.