Common use of Company Closing Statement Clause in Contracts

Company Closing Statement. On the date that is five (5) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a written statement certified by the Company’s Chief Financial Officer (the “Company Closing Statement”) setting forth (i) its good faith estimates as of the Closing Date of (A) the Company Transaction Expenses and (B) the freely available cash in the Company Bank Accounts, in each case, to the extent funds are available to make the payments contemplated to be made pursuant to Section 3.03(b), and (ii) an allocation schedule prepared on the same basis and using the same methodologies and assumptions (except for an assumed Closing Date of the Termination Date) as were used in preparing the Summary Allocation Schedule and setting forth on a holder-by-holder basis (1) (I) the number and class of Equity Securities of the Company owned by each Pre-Closing Holder, and (II) the number of Company Warrants owned by each Pre-Closing Holder, and (2) the amount of the Total Pre-Closing Holder Consideration that each Pre-Closing Holder is entitled to receive pursuant to the terms of this Agreement, further divided into the amount of the Closing Share Consideration (net of the Option Share Consideration) and the amount of the Closing Cash Consideration (net of the Option Cash Consideration) each Pre-Closing Holder is entitled to receive pursuant to the terms of this Agreement, (3) the amount of the (I) Option Share Consideration and (II) Option Cash Consideration each holder of a Company Option is entitled to receive in respect thereof pursuant to the terms of his or her Option Cancellation Agreement and (4) the portion of the Closing Cash Consideration allocated by Person in respect of the First LTIP Payment (such portion of the Company Closing Statement referred to in this clause (ii), the “Allocation Schedule”). The Company, upon delivery of the Company Closing Statement, shall also deliver to Acquiror a detailed itemization of the components and calculations made thereof, with all underlying documentation and workpapers supporting the calculations thereof reasonably sufficient for Acquiror to validate the Company’s computations of the amounts set forth therein (including, in the case of Company Transaction Expenses, invoices). Following Acquiror’s receipt of the Company Closing Statement, Acquiror shall have the right to review and comment on the components of the Company Closing Statement contemplated in the foregoing (i), the Company shall consider in good faith any such reasonable comments made by Acquiror, and the Company and Acquiror shall cooperate with each and use good faith efforts to resolve any differences regarding the calculation of the items set forth therein (and any updates or revisions as may be mutually agreed to by the Company and Acquiror shall be included in the Company Closing Statement). The Company shall, and shall cause its Representatives to, (i) reasonably cooperate with Acquiror and its Representatives to the extent related to Acquiror’s review of the Company Closing Statement and the calculations and estimates contained therein (including engaging in good faith discussions related thereto) and (ii) provide access to personnel, books, records and other information during normal business hours to the extent related to the preparation of the Company Closing Statement and reasonably requested by Acquiror or its Representatives in connection with such review; provided that Acquiror shall not, and shall cause its Representatives to not, unreasonably interfere with the business of the Company and its Subsidiaries in connection with any such access.

Company Closing Statement. On the date that is five (5) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a written statement certified by the Company’s Chief Financial Officer (the “Company Closing Statement”) setting forth (i) its good faith estimates as calculation of all fees, costs and expenses of the Company incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of (A) this Agreement, the other Transaction Agreements, the performance and compliance with all Transaction Agreements and conditions contained herein to be performed or complied with by the Company Transaction Expenses at or before Closing, and (B) the freely available cash in consummation of the Transactions, including the fees, costs, expenses and disbursements of counsel, accountants, advisors and consultants of the Company Bank Accounts, (the amounts in each case, to this clause (i) being the extent funds are available to make the payments contemplated to be made pursuant to Section 3.03(b“Company Expenses”), and (ii) an allocation schedule prepared on setting forth, after giving effect to the same basis and using the same methodologies and assumptions Company Preferred Conversion, (except for an assumed Closing Date of the Termination Date) as were used in preparing the Summary Allocation Schedule and setting forth on a holder-by-holder basis (1) (IA) the number and class of Equity Securities of the Company owned held by each Pre-Closing Holder (specifying for each Pre-Closing Holder the number and class of Equity Securities that constitute Company Restricted Shares and the terms of such Company Restricted Shares), (B) the portion of the Merger Consideration allocated to each Pre-Closing Holder, (C) on a holder-by-holder and (II) warrant-by-warrant basis, each Acquiror Assumed Warrant that will be outstanding as of the Closing, and, with respect to such Acquiror Assumed Warrant, the number of Company Warrants owned by shares of Domesticated Acquiror Common Stock issuable upon exercise of such Acquiror Assumed Warrant and the exercise price of such Acquiror Assumed Warrant, (D) on a holder-by-holder and award-by-award basis, each Pre-Closing HolderAcquiror Assumed Option that will be outstanding as of the Closing, and, with respect to such Acquiror Assumed Option, the number of shares of Domesticated Acquiror Common Stock issuable upon exercise of such Acquiror Assumed Option and the exercise price of such Acquiror Assumed Option and (2E) the amount on a holder-by-holder and award-by-award basis, each Acquiror Assumed Restricted Stock Unit Award that will be outstanding as of the Total Pre-Closing Holder Consideration that each Pre-Closing Holder is entitled Closing, and, with respect to receive pursuant to such Acquiror Assumed Restricted Stock Unit Award, the terms number of this Agreement, further divided into the amount shares of the Closing Share Consideration Domesticated Acquiror Class A Common Stock issuable upon settlement of such Acquiror Assumed Restricted Stock Unit Award (net of the Option Share Consideration) and the amount of the Closing Cash Consideration (net of the Option Cash Consideration) each Pre-Closing Holder is entitled to receive pursuant to the terms of this Agreement, (3) the amount of the (I) Option Share Consideration and (II) Option Cash Consideration each holder of a Company Option is entitled to receive in respect thereof pursuant to the terms of his or her Option Cancellation Agreement and (4) the portion of the Closing Cash Consideration allocated by Person in respect of the First LTIP Payment (such portion of the Company Closing Statement referred to in this clause (ii), the “Allocation Schedule”). The Company, upon delivery of the Company Closing Statementin each case, shall also deliver to Acquiror including a detailed itemization of the components and calculations made thereof, with all underlying documentation and workpapers supporting determined pursuant to the calculations thereof reasonably sufficient for Acquiror to validate the Company’s computations of the amounts set forth therein (including, definitions contained in the case of Company Transaction Expenses, invoices)this Agreement. Following Acquiror’s receipt of the Company Closing StatementStatement and through the Closing Date, Acquiror shall have the right to review and comment on the components of the Company Closing Statement contemplated in the foregoing (i)such calculations and estimates, the Company shall consider in good faith any such reasonable comments made by Acquiror, and the Company and Acquiror shall cooperate with each other through the Closing Date and use good faith efforts to resolve any differences regarding the calculation of the items set forth therein on the Company Closing Statement (and any updates or revisions as may be mutually agreed to by the Company and Acquiror shall be included in the Company Closing Statement, with such Company Closing Statement and all items and amounts set forth therein being final, conclusive, and binding upon, and non-appealable by, the parties hereto). The Company shall, and shall cause its Representatives to, (i1) reasonably cooperate with Acquiror and its Representatives to the extent related to Acquiror’s review of the Company Closing Statement and the calculations and estimates contained therein (including engaging in good faith discussions related thereto) and (ii2) provide access to personnel, books, records and other information during normal business hours to the extent related to the preparation of the Company Closing Statement and reasonably requested by Acquiror or its Representatives in connection with such review; provided provided, that Acquiror shall not, and shall cause its Representatives to not, unreasonably interfere with the business of the Company and its Subsidiaries in connection with any such access.

Company Closing Statement. On the date that is five (5) No later than three Business Days prior to the Closing Date, the Company shall deliver to Acquiror a written statement certified by the Company’s Chief Financial Officer (the “Company Closing Statement”) setting forth its good faith calculation of (i) its good faith estimates as the amount of Company Transactions Expenses, together with instructions that list the applicable bank accounts designated to facilitate payment by Acquiror of the Closing Date of amounts thereunder and all relevant supporting documentation used by the Company in calculating such amounts, (ii) (A) the Company Transaction Expenses Closing Merger Consideration, (B) and (B) the freely available cash in the Company Bank AccountsClosing Share Consideration, in each case, to based upon the extent funds are available to make foregoing and the payments contemplated to be made pursuant to Section 3.03(b)amounts contained in the Acquiror Closing Statement, and (iiiii) an a capitalization table and allocation schedule prepared on schedule, setting forth, for each Pre-Closing Stockholder, (A) the same basis name, address, email address and using the same methodologies and assumptions wire transfer information of such Pre-Closing Stockholder, (except for an assumed Closing Date of the Termination Date) as were used in preparing the Summary Allocation Schedule and setting forth on a holder-by-holder basis (1) (IB) the number and class of Equity Securities of the Company owned by each Pre-Closing HolderStockholder (other than the number and class of Equity Securities of the Company owned by objecting beneficial owners of the Company), and (IIC) the number of Company Warrants owned by each Pre-Closing Holder, and (2) the amount portion of the Total Pre-Closing Holder Stockholder Consideration that allocated to each Pre-Closing Holder is entitled to receive pursuant to the terms of this Agreement, further Stockholder (divided into the amount portion of the Closing Share Consideration (net of the Option Share Considerationas a percentage) and the amount of the Closing Cash Consideration (net of the Option Cash Consideration) each payable to such Pre-Closing Holder is entitled to receive pursuant to the terms of this AgreementStockholder), (3D) on a holder-by-holder and award-by-award basis, each Acquiror Option that will be outstanding as of the Closing, and, with respect to such Acquiror Option, the number of shares of Acquiror Common Stock issuable upon exercise of such Acquiror Option and the exercise price of such Acquiror Option, (E)on a holder-by-holder basis each Company RSU Holder and the number of Company RSUs so held, and (F) the amount of the other information set forth in Section 5.06(b) (I) Option Share Consideration and (II) Option Cash Consideration each holder of a Company Option is entitled to receive in respect thereof pursuant to the terms of his or her Option Cancellation Agreement and (4) the portion of the Closing Cash Consideration allocated by Person in respect of the First LTIP Payment (such portion of the Company Closing Statement referred to in this clause (ii), the “Allocation Schedule”). The Company, upon delivery of the Company Closing Statementin each case, shall also deliver to Acquiror including a detailed itemization of the components and calculations made thereof, with all underlying documentation and workpapers supporting the calculations thereof reasonably sufficient for Acquiror to validate the Company’s computations of the amounts set forth therein (including, in the case of Company Transaction Expenses, invoices). Following Acquiror’s receipt of the Company Closing Statement, Acquiror shall have the right to review and comment on the components of the Company Closing Statement contemplated in the foregoing (i), the Company shall consider in good faith any such reasonable comments made by Acquiror, and the Company and Acquiror shall cooperate with each and use good faith efforts to resolve any differences regarding the calculation of the items set forth therein (and any updates or revisions as may be mutually agreed to by the Company and Acquiror shall be included in the Company Closing Statement). The Company shall, and shall cause its Representatives to, (i) reasonably cooperate with Acquiror and its Representatives determined pursuant to the extent related to Acquiror’s review of the Company Closing Statement and the calculations and estimates definitions contained therein (including engaging in good faith discussions related thereto) and (ii) provide access to personnel, books, records and other information during normal business hours to the extent related to the preparation of the Company Closing Statement and reasonably requested by Acquiror or its Representatives in connection with such review; provided that Acquiror shall not, and shall cause its Representatives to not, unreasonably interfere with the business of the Company and its Subsidiaries in connection with any such accessthis Agreement.

Company Closing Statement. On the date that is five three (53) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a written statement certified by the Company’s Chief Financial Officer (the “Company Closing Statement”) setting forth (i) its good faith estimates as of the Closing Date calculation of (Ai) the Company Transaction Expenses and (ii) (A) the Closing Cash Consideration and (B) the freely available cash in the Company Bank AccountsClosing Share Consideration, in each case, to determined based on the extent funds are available to make information provided in the payments contemplated to be made pursuant to Section 3.03(b), Acquiror Closing Statement and (iiiii) an allocation schedule prepared on the same basis and using the same methodologies and assumptions (except for an assumed Closing Date of the Termination Date) as were used in preparing the Summary Allocation Schedule and setting forth on a holder-by-holder basis (1) (IA) the number and class of Equity Securities of the Company owned by each Pre-Closing Holder, and (IIB) the number of Company Warrants owned by each Pre-Closing Holder, and (2) the amount portion of the Total Pre-Closing Holder Consideration that allocated to each Pre-Closing Holder is entitled to receive pursuant to the terms of this Agreement, further (divided into the amount portion of the Closing Share Consideration (net of the Option Share Considerationas a percentage) and the amount of the Closing Cash Consideration (net of the Option Cash Consideration) each payable to such Pre-Closing Holder is entitled Holder), (C) on a holder-by-holder and award-by-award basis, each Acquiror Option that will be outstanding as of the Closing, and, with respect to receive pursuant such Acquiror Option, the number of shares of Acquiror Common Stock issuable upon exercise of such Acquiror Option and the exercise price of such Acquiror Option, and (D) on a holder-by-holder and award-by-award basis, each Vested Company Option, the number of shares of Company Common Stock subject to the terms Cancelled Option Portion of this Agreementeach Vested Company Option, (3) the amount applicable exercise price per share of the (I) Option Share Consideration each Vested Company Option, and (II) Option Cash Consideration each holder of a Company Option is entitled to receive in respect thereof pursuant to the terms of his or her Option Cancellation Agreement and (4) the portion of the Closing Cash Consideration allocated by Person in respect of the First LTIP Payment applicable to such Vested Company Option (such portion of the Company Closing Statement referred to in this clause (ii), the “Allocation Schedule”). The Company, upon delivery of the Company Closing Statementin each case, shall also deliver to Acquiror including a detailed itemization of the components and calculations made thereof, with all underlying documentation and workpapers supporting determined pursuant to the calculations thereof reasonably sufficient for Acquiror to validate the Company’s computations of the amounts set forth therein (including, definitions contained in the case of Company Transaction Expenses, invoices)this Agreement. Following Acquiror’s receipt of the Company Closing StatementStatement and through the Closing Date, Acquiror shall have the right to review and comment on the components of the Company Closing Statement contemplated in the foregoing (i)such calculations and estimates, the Company shall consider in good faith any such reasonable comments made by Acquiror, and the Company and Acquiror shall cooperate with each other through the Closing Date and use good faith efforts to resolve any differences regarding the calculation of the items set forth therein on the Company Closing Statement (and any updates or revisions as may be mutually agreed to by the Company and Acquiror shall be included in the Company Closing Statement, with such Company Closing Statement and all items and amounts set forth therein being final, conclusive, and binding upon, and non-appealable by, the parties hereto). The Company shall, and shall cause its Representatives to, (i) reasonably cooperate with Acquiror and its Representatives to the extent related to Acquiror’s review of the Company Closing Statement and the calculations and estimates contained therein (including engaging in good faith discussions related thereto) and (ii) provide access to personnel, books, records and other information during normal business hours to the extent related to the preparation of the Company Closing Statement and reasonably requested by Acquiror or its Representatives in connection with such review; provided that that, Acquiror shall not, and shall cause its Representatives to not, unreasonably interfere with the business of the Company and its Subsidiaries in connection with any such access.

Company Closing Statement. On the date that is five (5) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a written statement certified by the Company’s Chief Financial Officer (the “Company Closing Statement”) setting forth (i) its good faith estimates as calculation of all fees, costs and expenses of the Company incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of (A) this Agreement, the other Transaction Agreements, the performance and compliance with all Transaction Agreements and conditions contained herein to be performed or complied with by the Company Transaction Expenses at or before Closing, and (B) the freely available cash in consummation of the Transactions, including the fees, costs, expenses and disbursements of counsel, accountants, advisors and consultants of the Company Bank Accounts, (the amounts in each case, to this clause (i) being the extent funds are available to make the payments contemplated to be made pursuant to Section 3.03(b“Company Expenses”), and (ii) an allocation schedule prepared on setting forth, after giving effect to the same basis and using the same methodologies and assumptions Pre-Closing Restructuring, (except for an assumed Closing Date of the Termination Date) as were used in preparing the Summary Allocation Schedule and setting forth on a holder-by-holder basis (1) (IA) the number and class of Equity Securities of the Company owned held by each Pre-Closing Holder, and (IIB) the number of Company Warrants owned by each Pre-Closing Holder, and (2) the amount portion of the Total Pre-Closing Holder Merger Consideration that allocated to each Pre-Closing Holder is entitled to receive pursuant to the terms of this Agreementand (C) on a holder-by-holder and award-by-award basis, further divided into the amount each Acquiror Option that will be outstanding as of the Closing Share Consideration (net Closing, and, with respect to such Acquiror Option, the number of the shares of Acquiror Class A Common Stock issuable upon exercise of such Acquiror Option Share Consideration) and the amount exercise price of the Closing Cash Consideration such Acquiror Option (net of the Option Cash Consideration) each Pre-Closing Holder is entitled to receive pursuant to the terms of this Agreement, (3) the amount of the (I) Option Share Consideration and (II) Option Cash Consideration each holder of a Company Option is entitled to receive in respect thereof pursuant to the terms of his or her Option Cancellation Agreement and (4) the portion of the Closing Cash Consideration allocated by Person in respect of the First LTIP Payment (such portion of the Company Closing Statement referred to in this clause (ii), the “Allocation Schedule”). The Company, upon delivery of the Company Closing Statementin each case, shall also deliver to Acquiror including a detailed itemization of the components and calculations made thereof, with all underlying documentation and workpapers supporting determined pursuant to the calculations thereof reasonably sufficient for Acquiror to validate the Company’s computations of the amounts set forth therein (including, definitions contained in the case of Company Transaction Expenses, invoices)this Agreement. Following Acquiror’s receipt of the Company Closing StatementStatement and through the Closing Date, Acquiror shall have the right to review and comment on the components of the Company Closing Statement contemplated in the foregoing (i)such calculations and estimates, the Company shall consider in good faith any such reasonable comments made by Acquiror, and the Company and Acquiror shall cooperate with each other through the Closing Date and use good faith efforts to resolve any differences regarding the calculation of the items set forth therein on the Company Closing Statement (and any updates or revisions as may be mutually agreed to by the Company and Acquiror shall be included in the Company Closing Statement, with such Company Closing Statement and all items and amounts set forth therein being final, conclusive, and binding upon, and non-appealable by, the parties hereto). The Company shall, and shall cause its Representatives to, (i1) reasonably cooperate with Acquiror and its Representatives to the extent related to Acquiror’s review of the Company Closing Statement and the calculations and estimates contained therein (including engaging in good faith discussions related thereto) and (ii2) provide access to personnel, books, records and other information during normal business hours to the extent related to the preparation of the Company Closing Statement and reasonably requested by Acquiror or its Representatives in connection with such review; provided that that, Acquiror shall not, and shall cause its Representatives to not, unreasonably interfere with the business of the Company and its Subsidiaries in connection with any such access.

Company Closing Statement. On the date that is five (5a) At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a written closing statement certified by the Company’s Chief Financial Officer (the “Company Closing Statement”) setting forth forth: (i) its good faith estimates as of the Closing Date of (A) the number of shares of Company Transaction Expenses and Common Stock held by each Company Stockholder, (B) the freely available cash in number of shares of Company Preferred Stock held by each Company Stockholder, including the number of shares of Company Common Stock issuable upon the conversion of such shares of Company Preferred Stock pursuant to the Company Bank AccountsPreferred Conversion, in each case, to the extent funds are available to make the payments contemplated to be made pursuant to Section 3.03(b), and (ii) an allocation schedule prepared on the same basis and using the same methodologies and assumptions (except for an assumed Closing Date of the Termination Date) as were used in preparing the Summary Allocation Schedule and setting forth on a holder-by-holder basis (1) (I) the number and class of Equity Securities of the Company owned by each Pre-Closing Holder, and (IIC) the number of shares of Company Warrants owned Common Stock subject to each Company Warrant held by each Pre-Closing Holderholder thereof, (D) the number of shares of Company Common Stock subject to each Company RSU held by each holder thereof, (E) the number of shares of Company Common Stock subject to each Company Option held by each holder thereof, and (2F) the principal amount of the Total Pre-Closing Holder Consideration that outstanding Company Convertible Notes held by each Pre-Closing Holder is entitled holder thereof, and the number of shares of Company Common Stock subject to receive pursuant to each such Company Convertible Notes as if such Company Convertible Notes converted into shares of Acquiror Common Stock at the terms of this Agreement, further divided into Effective Time; (ii) in the amount case of the Closing Share Consideration Company Options and Company Warrants, the exercise (net of or similar) price and, if applicable, the Option Share Considerationexercise (or similar) and the amount of the Closing Cash Consideration date; (net of the Option Cash Consideration) each Pre-Closing Holder is entitled to receive pursuant to the terms of this Agreement, (3A) the amount of the Exchange Ratio; (I) Option Share Consideration and (II) Option Cash Consideration each holder of a Company Option is entitled to receive in respect thereof pursuant to the terms of his or her Option Cancellation Agreement and (4B) the portion of the Closing Cash Share Consideration (specifying the number of shares of Acquiror Common Stock) allocated by Person in respect to each Company Stockholder based on the Exchange Ratio (including, for the avoidance of doubt, the First LTIP Payment number of shares of Acquiror Common Stock that would be allocated to any such shares of Company Common Stock pursuant to Section 3.01(a)(i) but for such shares of Company Common Stock being Dissenting Shares), (such C) the portion of the Share Consideration allocated to each Company Closing Statement referred Warrant pursuant to in this clause (iiSection 3.01(a)(iii), (D) the portion of the Share Consideration allocated to each Company RSU pursuant to Section 3.01(a)(iv), and (D) the portion of the Share Consideration allocated to each Company Option pursuant to Section 3.01(a)(v), including a breakdown of Vested Company Options and Unvested Company Options, as well as, in the case of each of clauses (A) through (D), reasonably detailed calculations with respect to the components and subcomponents thereof (including any exchange (or similar) ratio on which such calculations are based) (the “Allocation Schedule”). The Company, upon delivery ; (iv) each Company Stockholder that demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the Company Closing Statement, shall also deliver to Acquiror a detailed itemization DGCL and otherwise complied with all of the components and calculations made thereof, with all underlying documentation and workpapers supporting the calculations thereof reasonably sufficient for Acquiror to validate the Company’s computations provisions of the amounts set forth therein (including, in DGCL relevant to the case exercise and perfection of appraisal rights and the number of shares of Company Transaction ExpensesCommon Stock held by such Company Stockholder that are Dissenting Shares; and (v) the exercise price of each Exchanged Option at the Effective Time, invoices). Following Acquiror’s receipt of the Company Closing Statement, Acquiror which shall have the right to review and comment be based on the components same exchange (or similar) ratio used for purposes of determining the number of Exchanged Options for which such Company Closing Statement contemplated in the foregoing Option is exchanged pursuant to Section 3.01(a)(v). (i), the Company shall consider in good faith any such reasonable comments made by Acquiror, and the Company and Acquiror shall cooperate with each and use good faith efforts to resolve any differences regarding the calculation of the items set forth therein (and any updates or revisions as may be mutually agreed to by the Company and Acquiror shall be included in the Company Closing Statement). b) The Company shall, and shall cause its Representatives to, (i) reasonably cooperate with Acquiror and its Representatives to the extent related to Acquiror’s review of the Company Closing Statement and the calculations each component thereof shall be prepared and estimates contained therein (including engaging calculated in good faith discussions related thereto) and (ii) provide access to personnel, books, records and other information during normal business hours to the extent related to the preparation of the Company Closing Statement and reasonably requested by Acquiror or its Representatives in connection with such review; provided that Acquiror shall not, and shall cause its Representatives to not, unreasonably interfere accordance with the business of the Company and its Subsidiaries definitions contained in connection with any such accessthis Agreement.

Company Closing Statement. On the date that is five At least two (52) Business Days prior to the Closing Date, the Company shall prepare and deliver to Acquiror SPAC a written statement certified by the Company’s Chief Financial Officer (the “Company Closing Statement”) setting forth (i) its in good faith estimates as of the Closing Date Date: (a) the aggregate number of shares of Company Common Stock issued and outstanding; (b) the aggregate number of shares of Company Preferred Stock (by series) and the Company SAFEs issued and outstanding (in the case of (Aa) and (b), prior to giving effect to the conversion of Company Preferred Stock and Company SAFEs set forth under Section 3.01); (c) the aggregate number of shares of Company Transaction Expenses Common Stock to be outstanding after giving effect to the conversion set forth under Section 3.01; (d) the aggregate number of shares of Company Common Stock underlying vested and unvested Company Options issued and outstanding and the exercise prices therefor; (e) the Company’s calculation of the Equity Financing Amount, if any; (f) the Company’s calculation of the Per Share Equity Value; (g) the Company’s calculation of the Exchange Ratio; and (Bh) the freely available cash in Company’s calculation of the Company Bank AccountsPro Rata Share of each Eligible Holder, in each case, to the extent funds are available to make the payments contemplated to be made pursuant to Section 3.03(b), including reasonable supporting detail therefor. From and (ii) an allocation schedule prepared on the same basis and using the same methodologies and assumptions (except for an assumed Closing Date of the Termination Date) as were used in preparing the Summary Allocation Schedule and setting forth on a holder-by-holder basis (1) (I) the number and class of Equity Securities of the Company owned by each Pre-Closing Holder, and (II) the number of Company Warrants owned by each Pre-Closing Holder, and (2) the amount of the Total Pre-Closing Holder Consideration that each Pre-Closing Holder is entitled to receive pursuant to the terms of this Agreement, further divided into the amount of the Closing Share Consideration (net of the Option Share Consideration) and the amount of the Closing Cash Consideration (net of the Option Cash Consideration) each Pre-Closing Holder is entitled to receive pursuant to the terms of this Agreement, (3) the amount of the (I) Option Share Consideration and (II) Option Cash Consideration each holder of a Company Option is entitled to receive in respect thereof pursuant to the terms of his or her Option Cancellation Agreement and (4) the portion of the Closing Cash Consideration allocated by Person in respect of the First LTIP Payment (such portion after delivery of the Company Closing Statement referred to in this clause (ii), until the “Allocation Schedule”). The Company, upon delivery of the Company Closing Statement, shall also deliver to Acquiror a detailed itemization of the components and calculations made thereof, with all underlying documentation and workpapers supporting the calculations thereof reasonably sufficient for Acquiror to validate the Company’s computations of the amounts set forth therein (including, in the case of Company Transaction Expenses, invoices). Following Acquiror’s receipt of the Company Closing Statement, Acquiror shall have the right to review and comment on the components of the Company Closing Statement contemplated in the foregoing (i)Closing, the Company shall consider in good faith any such reasonable comments made by Acquiror, and the Company and Acquiror shall (x) cooperate with each and use good faith efforts to resolve any differences regarding the calculation of the items set forth therein (and any updates or revisions as may be mutually agreed to by the Company and Acquiror shall be included in the Company Closing Statement). The Company shall, and shall cause its Representatives to, (i) reasonably cooperate with Acquiror provide SPAC and its Representatives to all information reasonably requested by SPAC or any of its Representatives and within the extent related to AcquirorCompany’s or its Representatives’ possession or control in connection with SPAC’s review of the Company Closing Statement and the calculations and estimates contained therein (including engaging y) consider in good faith discussions related thereto) and (ii) provide access any comments to personnel, books, records and other information during normal business hours to the extent related to the preparation of the Company Closing Statement and reasonably requested provided by Acquiror or its Representatives in connection with such review; provided that Acquiror SPAC, which comments SPAC shall notdeliver to the Company no less than two (2) Business Days prior to the Closing Date, and shall cause its Representatives to not, unreasonably interfere with the business of the Company and its Subsidiaries in connection with shall revise such Company Closing Statement to incorporate any changes the Company reasonably determines are necessary or appropriate given such accesscomments.

Company Closing Statement. On the date that is five four (54) Business Days prior to the Closing Date, the Company shall deliver to Acquiror Quantum a written statement certified by the Company’s Chief Financial Officer (the “Company Closing Statement”) setting forth its good faith estimate or calculation of the following fees and expenses incurred by or on behalf of the Company or Monex in connection with the Transactions, including preparation, negotiation and execution of this Agreement and the consummation of the Transactions (together with written invoices and wire transfer instructions for the payment thereof): (i) its good faith estimates as the fees and disbursements of the Closing Date of (A) outside counsel to the Company Transaction Expenses and (B) Monex incurred in connection with the freely available cash in the Company Bank Accounts, in each case, to the extent funds are available to make the payments contemplated to be made pursuant to Section 3.03(b), Transactions and (ii) an allocation schedule prepared on the same basis fees and using the same methodologies expenses of any other agents, advisors, consultants, experts and assumptions (except for an assumed Closing Date of the Termination Date) as were used in preparing the Summary Allocation Schedule and setting forth on a holder-by-holder basis (1) (I) the number and class of Equity Securities of financial advisors employed by the Company owned by each Pre-Closing Holder, and in connection with the Transactions (II) the number of Company Warrants owned by each Pre-Closing Holder, and (2) the amount of the Total Pre-Closing Holder Consideration that each Pre-Closing Holder is entitled to receive pursuant to the terms of this Agreement, further divided into the amount of the Closing Share Consideration (net of the Option Share Consideration) and the amount of the Closing Cash Consideration (net of the Option Cash Consideration) each Pre-Closing Holder is entitled to receive pursuant to the terms of this Agreement, (3) the amount of the (I) Option Share Consideration and (II) Option Cash Consideration each holder of a Company Option is entitled to receive in respect thereof pursuant to the terms of his or her Option Cancellation Agreement and (4) the portion of the Closing Cash Consideration allocated by Person in respect of the First LTIP Payment (such portion of the Company Closing Statement referred to in this clause (ii)collectively, the “Allocation ScheduleOutstanding Company Expenses”). The Company, upon delivery of the Company Closing Statement, shall also deliver to Acquiror including a detailed itemization of the components and calculations made thereof, with all underlying documentation and workpapers supporting the calculations thereof reasonably sufficient for Acquiror to validate the Company’s computations of the amounts set forth therein (including, in the case of Company Transaction Expenses, invoices). Following AcquirorQuantum’s receipt of the Company Closing StatementStatement and through the Closing Date, Acquiror Quantum shall have the right to review and comment on the components of the Company Closing Statement contemplated in the foregoing (i)such calculations and estimates, the Company shall consider and reflect in good faith any such reasonable comments made by AcquirorQuantum, and the Company and Acquiror Quantum shall cooperate with each other through the Closing Date and use good faith efforts to resolve any differences regarding the calculation of the items set forth therein on the Company Closing Statement (and any updates or revisions as may be mutually agreed to by the Company and Acquiror Quantum shall be included in the Company Closing Statement, with such Company Closing Statement and all items and amounts set forth therein being final, conclusive, and binding upon, and non-appealable by, the parties hereto). The Company shall, and shall cause its Representatives to, (i) reasonably cooperate with Acquiror Quantum and its Representatives to the extent related to AcquirorQuantum’s review of the Company Closing Statement and the calculations and estimates contained therein (including engaging in good faith discussions related thereto) and (ii) provide access to personnel, books, records and other information during normal business hours to the extent related to the preparation of the Company Closing Statement and reasonably requested by Acquiror Quantum or its Representatives in connection with such review; provided that Acquiror that, Quantum shall not, and shall cause its Representatives to not, unreasonably interfere with the business of the Company and its Subsidiaries in connection with any such access.

Company Closing Statement. On the date that is five (5) No later than three Business Days prior to the Closing Date, the Company shall deliver to Acquiror a written statement certified by the Company’s Chief Financial Officer (the “Company Closing Statement”) setting forth its good faith calculation of (i) its good faith estimates as the amount of Company Transactions Expenses, together with instructions that list the applicable bank accounts designated to facilitate payment by Acquiror of the Closing Date of amounts thereunder and all relevant supporting documentation used by the Company in calculating such amounts, (ii) (A) the Company Transaction Expenses and Closing Merger Consideration, (B) the freely available cash in Closing Cash Consideration, and (C) the Company Bank AccountsClosing Share Consideration, in each case, to based upon the extent funds are available to make foregoing and the payments contemplated to be made pursuant to Section 3.03(b)amounts contained in the Acquiror Closing Statement, and (iiiii) an a capitalization table and allocation schedule prepared on schedule, setting forth, for each Pre-Closing Stockholder, (A) the same basis name, address, email address and using the same methodologies and assumptions wire transfer information of such Pre-Closing Stockholder, (except for an assumed Closing Date of the Termination Date) as were used in preparing the Summary Allocation Schedule and setting forth on a holder-by-holder basis (1) (IB) the number and class of Equity Securities of the Company owned by each Pre-Closing HolderStockholder, and (IIC) the number of Company Warrants owned by each Pre-Closing Holder, and (2) the amount portion of the Total Pre-Closing Holder Stockholder Consideration that and Aggregate Earnout Consideration allocated to each Pre-Closing Holder is entitled to receive pursuant to the terms of this Agreement, further Stockholder (other than Restricted Stockholders) (divided into the amount portion of the Closing Share Consideration (net of the Option Share Consideration) and the amount of the Closing Cash Aggregate Earnout Consideration (net of the Option Cash Considerationas a percentage) each payable to such Pre-Closing Holder is entitled Stockholder), (D) on a holder-by-holder and award-by-award basis, each Acquiror Option that will be outstanding as of the Closing, and, with respect to receive pursuant such Acquiror Option, the number of shares of Acquiror Class A Common Stock issuable upon exercise of such Acquiror Option and the exercise price of such Acquiror Option, (E) on a holder-by-holder and award-by-award basis, each Vested Company Option, the number of shares of Company Common Stock subject to the terms Cancelled Option Portion of this Agreementeach Vested Company Option, (3) the amount applicable exercise price per share of the (I) Option Share Consideration each Vested Company Option, and (II) Option Cash Consideration each holder of a Company Option is entitled to receive in respect thereof pursuant to the terms of his or her Option Cancellation Agreement and (4) the portion of the Closing Cash Consideration allocated applicable to such Vested Company Option, (F) on a holder-by-holder and award-by-award basis, the number of shares of Restricted Stock held by Person in respect of each Restricted Stockholder, and the First LTIP Payment (such portion of the Company Closing Statement referred Cash Consideration applicable to in this clause each Restricted Stockholder (iidivided into the portion of the Closing Share Consideration and Aggregate Earnout Consideration (as a percentage) payable to such Restricted Stockholder), (G) on a holder-by-holder basis each Company RSU Holder and the number of Company RSUs so held and the maximum number of Earnout Shares to be subject to the Acquiror RSU, assuming all Earnout Shares are earned, and (H) the other information set forth in Section 5.06(b) (the “Allocation Schedule”). The Company, upon delivery of the Company Closing Statementin each case, shall also deliver to Acquiror including a detailed itemization of the components and calculations made thereof, with all underlying documentation and workpapers supporting the calculations thereof reasonably sufficient for Acquiror to validate the Company’s computations of the amounts set forth therein (including, in the case of Company Transaction Expenses, invoices). Following Acquiror’s receipt of the Company Closing Statement, Acquiror shall have the right to review and comment on the components of the Company Closing Statement contemplated in the foregoing (i), the Company shall consider in good faith any such reasonable comments made by Acquiror, and the Company and Acquiror shall cooperate with each and use good faith efforts to resolve any differences regarding the calculation of the items set forth therein (and any updates or revisions as may be mutually agreed to by the Company and Acquiror shall be included in the Company Closing Statement). The Company shall, and shall cause its Representatives to, (i) reasonably cooperate with Acquiror and its Representatives determined pursuant to the extent related to Acquiror’s review of the Company Closing Statement and the calculations and estimates definitions contained therein (including engaging in good faith discussions related thereto) and (ii) provide access to personnel, books, records and other information during normal business hours to the extent related to the preparation of the Company Closing Statement and reasonably requested by Acquiror or its Representatives in connection with such review; provided that Acquiror shall not, and shall cause its Representatives to not, unreasonably interfere with the business of the Company and its Subsidiaries in connection with any such accessthis Agreement.