Common use of Estimated Closing Statement Clause in Contracts

Estimated Closing Statement. (a) Not later than fourth Business Days prior to the Closing Date, Seller Parent shall deliver to Buyer Parent a written schedule (the “Estimated Closing Statement”) setting forth in reasonable detail Seller Parent’s good faith estimate of (i) the Company Cash (the “Estimated Company Cash”), (ii) the Company Working Capital (the “Estimated Company Working Capital”), (iii) the Company Indebtedness (the “Estimated Company Indebtedness”), (iv) the Company Transaction Expenses (the “Estimated Company Transaction Expenses”) (v) the Seller Transaction 3. Expenses (the “Estimated Seller Transaction Expenses”),; and (vi) the resulting Closing Purchase Price determined using such estimates. (b) The Estimated Closing Statement shall be prepared based on management’s good faith estimates and in a manner consistent with the Transaction Accounting Principles, including the illustrative calculation of Closing Working Capital included in Exhibit E (the “Company Working Capital Illustration”). Upon the delivery of the Estimated Closing Statement, to the extent reasonably requested by Buyer Parent, Seller Parent will make available to Buyer Parent and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing the Estimated Company Cash, the Estimated Company Working Capital, the Estimated Company Indebtedness, and the Estimated Company Transaction Expenses and the Estimated Seller Transaction Expenses. However, neither such access nor any disagreement with respect to the Estimated Closing Statement shall delay the Closing, which shall occur using the amounts set forth in the Estimated Closing Statement unless otherwise expressly agreed.

Estimated Closing Statement. (a) Not later than fourth five (5) Business Days prior to the Closing Date, Seller Parent the Company shall deliver to Buyer Parent a written schedule statement certified by the Company’s chief executive officer (the “Estimated Closing Statement”) setting forth the Merger Consideration (accounting for any adjustments pursuant to Sections 2.7 and 9.2(a) hereof) and resulting Merger Consideration Shares to be issued by Parent at the Closing using the formula in reasonable detail Seller Parent’s good faith estimate of (i) the Company Cash (the “Estimated Company Cash”Section 2.7(a), (ii) the Company Working Capital (the “Estimated Company Working Capital”), (iii) the Company Indebtedness (the “Estimated Company Indebtedness”), (iv) the Company Transaction Expenses (the “Estimated Company Transaction Expenses”) (v) the Seller Transaction 3. Expenses (the “Estimated Seller Transaction Expenses”),; and (vi) the resulting Closing Purchase Price determined using such estimates. (b) The which Estimated Closing Statement shall be prepared based on management’s good faith estimates subject to the review and in a manner consistent with the Transaction Accounting Principles, including the illustrative calculation of Closing Working Capital included in Exhibit E (the “Company Working Capital Illustration”)reasonable approval by Parent. Upon the delivery of Promptly after delivering the Estimated Closing Statement, Statement to the extent reasonably requested by Buyer Parent, Seller the Company will meet with Parent will make available to Buyer Parent review and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing discuss the Estimated Company Cash, the Estimated Company Working Capital, the Estimated Company Indebtedness, Closing Statement and the Estimated Company Transaction Expenses and the Estimated Seller Transaction Expenses. However, neither such access nor any disagreement with respect will consider in good faith Parent’s comments to the Estimated Closing Statement shall delay the Closing, which shall occur using the amounts set forth in and make any appropriate adjustments to the Estimated Closing Statement unless prior to the Closing, as mutually approved by the Company and Parent both acting reasonably and in good faith, which adjusted Estimated Closing Statement shall thereafter become the Estimated Closing Statement for all purposes of this Agreement. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with GAAP or other applicable accounting principles and otherwise expressly agreedin accordance with this Agreement. Schedule 2.7 sets forth an illustrative statement prepared in good faith by the Company in cooperation with Parent setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of the Company Valuation as adjusted as contemplated herein, and the resulting Merger Consideration and Merger Consideration Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement.

Estimated Closing Statement. Not less than five (a5) Not later than fourth Business Days prior to the Closing Date, Seller Parent the Company shall deliver to Buyer Parent Acquiror (a) a written schedule statement (the “Estimated Closing Statement”) setting forth in reasonable detail Seller Parent(i) the Company’s good faith estimate of (iA) the Company Cash (the “Estimated Company Cash”), (ii) the Company Closing Date Net Working Capital (the “Estimated Company Net Working Capital”), (iiiB) the Company Indebtedness Closing Date Funded Debt (“Estimated Funded Debt”), (C) Closing Date Cash (the “Estimated Company IndebtednessCash”), and (ivD) the Closing Date Outstanding Company Transaction Expenses (the “Estimated Outstanding Company Transaction Expenses”) and (vii) the Seller Transaction 3. Expenses Company’s good faith calculation of (A) the “Estimated Seller Transaction Expenses”),; Net Working Capital Adjustment Amount and (viB) based on the resulting Closing Purchase Price determined using such estimates. foregoing and the 2023 EBITDA Adjustment Amount, the Estimated Merger Consideration, (b) a schedule setting forth the Outstanding Company Expenses and, if payable, or to be paid, on the Closing Date, wire instructions therefor and (c) substantially final drafts of the Payoff Letters. The Estimated Closing Statement Statement, and the components thereof, shall be prepared based on management’s good faith estimates and in a manner consistent accordance with the Transaction Accounting Principles, including the illustrative calculation definitions of Closing Date Net Working Capital included in Exhibit E Capital, Closing Date Funded Debt, Closing Date Cash and Closing Date Outstanding Company Expenses and the Agreed Principles. From the date the Estimated Closing Statement is delivered until one (1) Business Day prior to the “Closing Date, the Company Working Capital Illustration”). Upon shall provide Acquiror and its representatives reasonable access to the delivery books and records of the Company and its Subsidiaries and the personnel of the Company and its Subsidiaries that prepared the Estimated Closing Statement, to in each case, which Acquiror reasonably requests for the extent reasonably requested by Buyer Parent, Seller Parent will make available to Buyer Parent and its Representatives the work papers (subject to the execution purpose of customary work paper access letters, if requested) and other books and records used in preparing reviewing the Estimated Company Cash, the Estimated Company Working Capital, the Estimated Company Indebtedness, and the Estimated Company Transaction Expenses and the Estimated Seller Transaction ExpensesClosing Statement. However, neither such access nor any disagreement with respect Acquiror shall be entitled to request reasonable changes to the Estimated Closing Statement after receipt thereof and the Company shall delay consider in good faith any such comments or changes Acquiror so proposes; provided that the Closing, which Company shall occur using the amounts set forth have no obligation to make any such changes and in no event shall any review of the Estimated Closing Statement unless otherwise expressly agreedby Acquiror, or any dispute relating thereto, delay or prevent the Closing.

Estimated Closing Statement. (ai) Not Prior to Closing, the Seller shall consult with Buyer and its representatives in good faith to prepare and compute an estimate of the Net Working Capital of the CryoScience Business as of 12:01 a.m., Eastern Standard Time, on the Closing Date (without giving effect to the transactions contemplated herein) (the “Estimated Closing Net Working Capital”). At least five (5) Business Days before the Closing, the Seller shall prepare and deliver to the Buyer a statement setting forth the Seller’s good faith estimate of the Estimated Closing Net Working Capital, which statement shall include reasonable supporting documentation with respect to all amounts and calculations therein (the “Estimated Closing Net Working Capital Statement”). Seller shall prepare the Estimated Closing Net Working Capital Statement in good faith, based on Seller’s books and records, in accordance with GAAP and, to the extent consistent with GAAP or as otherwise specified under Section 1.6, the accounting policies, principles, practices and methodologies used by Seller in the preparation of the Financial Information and specified on Exhibit 1.6 (the “Accounting Policies”), and shall present fairly the information and data contained therein. The Seller shall in good faith consider any reasonable comments of the Buyer with respect to such Estimated Closing Net Working Capital Statement, in each case to the extent such comments are provided to the Seller no later than fourth at least five (5) Business Days prior to the Closing Date. In connection with the Buyer’s review of the Estimated Closing Net Working Capital Statement, the Seller Parent shall (i) provide the Buyer and its authorized representatives with reasonable access to the books, records, facilities employees and accountants of the Seller (to the extent relating to the CryoScience Business), in each case upon reasonable prior written notice and during normal business hours, and (ii) cooperate with the Buyer and its authorized representatives, including the provision on a timely basis of all information related to the CryoScience Business and reasonably requested and necessary or useful in connection with analyzing the Estimated Closing Net Working Capital Statement. In the event that the Estimated Closing Net Working Capital is revised to incorporate any or all of the Buyer’s comments pursuant to this Section 1.6(e)(i), the Seller shall deliver to the Buyer Parent a written schedule no later than two (2) Business Days prior to the Closing Date the revised Estimated Closing Net Working Capital, which shall be substituted as the “Estimated Closing Statement”) setting forth Net Working Capital” hereunder. Neither the Estimated Closing Net Working Capital, nor any proposal or agreement in reasonable detail Seller Parent’s good faith estimate of respect thereof, shall be binding on, or create or give rise to any implication or presumption with respect to, Buyer in relation to the Final Closing Net Working Capital (i) the Company Cash (the “Estimated Company Cash”as hereinafter defined), . (ii) the Company Working Capital (the “Estimated Company Working Capital”), (iii) the Company Indebtedness (the “Estimated Company Indebtedness”), (iv) the Company Transaction Expenses (the “Estimated Company Transaction Expenses”) (v) the Seller Transaction 3. Expenses (the “Estimated Seller Transaction Expenses”),; and (vi) the resulting Closing Purchase Price determined using such estimates. (b) The Estimated Closing Statement shall be prepared based on management’s good faith estimates and in a manner consistent with the Transaction Accounting Principles, including the illustrative calculation of Closing Working Capital included in Exhibit E (the “Company Working Capital Illustration”). Upon the delivery of If the Estimated Closing Statement, to Net Working Capital is less than the extent reasonably requested by Buyer Parent, Seller Parent will make available to Buyer Parent and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing the Estimated Company Cash, the Estimated Company Target Net Working Capital, the Estimated Company Indebtedness, and difference shall be a deduction from the Estimated Company Transaction Expenses and the Estimated Seller Transaction ExpensesClosing Date Payment. However, neither such access nor any disagreement with respect to If the Estimated Closing Statement Net Working Capital exceeds the Target Net Working Capital, the excess shall delay be an addition to the Closing, which shall occur using Closing Date Payment. Any adjustment to the amounts set forth in Closing Date Payment pursuant to this Section 1.6(e) is referred to herein as the “Estimated Closing Statement unless otherwise expressly agreedNet Working Capital Adjustment”.

Estimated Closing Statement. (a) Not later than fourth three (3) Business Days prior to the Closing Date, Seller Parent the Company shall deliver to Buyer Parent Purchaser a written schedule statement certified by the Company’s chief executive officer and chief financial officer (the “Estimated Closing Statement”) setting forth (a) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles, (b) a good faith calculation of the Company’s estimate of the Closing Net Debt, Net Working Capital and Transaction Expenses, in each case, as of the Reference Time, in reasonable detail Seller Parent’s good faith estimate of (i) the Company Cash (the “Estimated Company Cash”)detail, (ii) the Company Working Capital (the “Estimated Company Working Capital”), (iii) the Company Indebtedness (the “Estimated Company Indebtedness”), (iv) the Company Transaction Expenses (the “Estimated Company Transaction Expenses”) (v) the Seller Transaction 3. Expenses (the “Estimated Seller Transaction Expenses”),; and (vic) the resulting estimated Exchange Consideration and Exchange Shares to be issued by Pubco at the Closing Purchase Price determined using the formula in Section 2.2(a) based on such estimates. (b) The estimates of Closing Net Debt, Net Working Capital and Transaction Expenses, which Estimated Closing Statement shall be prepared based on management’s good faith estimates subject to the review and in a manner consistent with the Transaction Accounting Principles, including the illustrative calculation of Closing Working Capital included in Exhibit E (the “Company Working Capital Illustration”)reasonable approval by Purchaser. Upon the delivery of Promptly after delivering the Estimated Closing StatementStatement to Purchaser, upon Purchaser’s request, the Company will meet with Purchaser to the extent reasonably requested by Buyer Parent, Seller Parent will make available to Buyer Parent review and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing discuss the Estimated Company Cash, the Estimated Company Working Capital, the Estimated Company Indebtedness, Closing Statement and the Estimated Company Transaction Expenses and the Estimated Seller Transaction Expenses. However, neither such access nor any disagreement with respect will consider in good faith Purchaser’s comments to the Estimated Closing Statement shall delay the Closing, which shall occur using the amounts set forth in and make any appropriate adjustments to the Estimated Closing Statement unless prior to the Closing, as mutually approved by the Company and Purchaser both acting reasonably and in good faith, which adjusted Estimated Closing Statement shall thereafter become the Estimated Closing Statement for all purposes of this Agreement. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise expressly agreedin accordance with this Agreement. The Estimated Closing Statement will also include with respect to (i) Closing Net Debt, the amount owed to each creditor of any of the Target Companies and, with respect to any Closing Net Debt that Purchaser and the Company agree pursuant to the terms of this Agreement to satisfy at the Closing, payment instructions, together with payoff and lien release letters from each Target Company’s creditors in form and substance reasonably acceptable to Purchaser, and (ii) with regard to Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor.

Estimated Closing Statement. (a) Not later fewer than fourth five Business Days prior to the anticipated Closing Date, Seller Parent shall the Company will deliver to Buyer Parent a written schedule certificate provided by the Executive Vice President, Finance of the Company (the “Estimated Closing Statement”) setting forth in reasonable detail Seller Parent’s good faith estimate of forth: (ia) the Company Cash a schedule (the “Estimated Company CashFunded Debt Payment Schedule”)) setting forth the amount necessary to fully discharge the Funded Debt outstanding as of immediately prior to the Effective Time, together with wire transfer instructions for each Person listed on the Funded Debt Payment Schedule; (iib) the Company Working Capital a schedule (the “Estimated Company Working CapitalCash and Cash Equivalents Schedule”) setting forth the Cash and Cash Equivalents as of the end of the immediately preceding Business Day (accompanied by documentation reasonably substantiating such amount), ; (iiic) the Company Indebtedness a schedule (the “Estimated Company IndebtednessTransaction Expense Payment Schedule”), (iv) setting forth the amount of the Company Transaction Expenses as of immediately prior to the Effective Time, together with wire transfer instructions for each Person listed on the Transaction Expense Payment Schedule; and (d) a schedule (the “Estimated Company Transaction ExpensesClosing Payments Schedule”) (vsetting forth the Closing Merger Consideration, the Per Share Merger Consideration, the amounts to be paid at the Effective Time to each Person entitled to receive a payment pursuant to Section 1.8(a) and the Seller Transaction 3. Expenses net amount each such Person will receive after repayment of any loans for which such Person’s Company Common Shares are pledged as collateral (the “Estimated Seller Transaction ExpensesNet Amount”),; and (vi) , which will be updated after the resulting close of business on the Business Day immediately preceding the Closing Purchase Price determined using such estimates. (b) The Estimated Closing Statement shall be prepared based on management’s good faith estimates and Date to reflect any change in a manner consistent with the Transaction Accounting Principles, including the illustrative calculation of Closing Working Capital included in Exhibit E (the “Company Working Capital Illustration”). Upon the delivery amount of the Estimated Closing Statement, to the extent reasonably requested by Buyer Parent, Seller Parent will make available to Buyer Parent and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing the Estimated Company CashFunded Debt, the Estimated Company Working Capital, the Estimated Company Indebtedness, Cash and the Estimated Cash Equivalents and/or Company Transaction Expenses and as of the Estimated Seller Transaction Expenses. However, neither such access nor any disagreement with respect to close of business on the Estimated Business Day immediately preceding the Closing Statement shall delay the Closing, which shall occur using Date from the amounts set forth in the Estimated Funded Debt Payment Schedule, Cash and Cash Equivalents Schedule and/or the Transaction Expense Payment Schedule. (e) The Parties agree that Buyer and Merger Sub will be entitled to (i) review and make reasonable objections to the matters and amounts set forth in the Closing Statement unless otherwise expressly agreedand the update thereto contemplated by Section 2.1(d) and (ii) rely on the Closing Statement, as so updated, in making payments under Article II, and Buyer and Merger Sub will not be responsible for the calculations or the determinations of the Company regarding such calculations in the Closing Statement, including any update. The Company will cooperate, and will cause its Subsidiaries to cooperate, with Buyer and Merger Sub in the review of the Closing Statement, including any update, and, if applicable, the Company’s response to a Closing Statement objection, including providing Buyer and Merger Sub and its representatives with reasonable access during normal business hours to the relevant books, records and finance employees of the foregoing.

Estimated Closing Statement. (a) Not later than fourth the fifth (5th) Business Days Day prior to the Closing Date, SD Seller Parent (on behalf of the Sellers and the Company Group) shall prepare and deliver to Buyer Parent a written schedule (x) an estimated closing statement, with reasonably supporting detail and in the form attached hereto as Exhibit B (the “Estimated Closing Statement”) ), executed by an officer of Satcom Direct setting forth in the Sellers’ and the Company Group’s reasonable detail Seller Parent’s and good faith estimate estimated calculation of (i) the Company Closing Date Cash Consideration (the “Estimated Company CashClosing Date Cash Consideration”) and the following components thereof: (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) the Company Working Capital Closing Cash Balance (the “Estimated Company Working CapitalClosing Cash Balance”), (iii) the Company Indebtedness Group Debt (the “Estimated Company IndebtednessGroup Debt”), (iv) the Company Transaction Selling Expenses (the “Estimated Company Transaction Selling Expenses”) ), (v) the Seller Transaction 3. Expenses Closing Company Group Bonus Payments (the “Estimated Seller Transaction ExpensesClosing Company Group Bonus Payments”),; , and (vi) based on the resulting estimates set forth in clauses (i) through (v), with respect to each Seller, the Pro Rata Share of the Estimated Closing Purchase Price determined using Date Cash Consideration such estimates. Seller will receive at Closing (bfor the avoidance of doubt, the sum of each Seller’s Pro Rata Share of the Estimated Closing Date Cash Consideration shall not exceed the Estimated Closing Date Cash Consideration in the aggregate) and (y) the Payment Information, as set forth in the Payment Spreadsheet. The Estimated Closing Statement shall is to be (a) prepared based on management’s good faith estimates and in a manner consistent accordance with the Transaction Accounting Principles, including the illustrative calculation of Closing Working Capital included in principles set forth on Exhibit E D (the “Company Working Capital IllustrationAccounting Principles”), and (b) based on Sellers’ and the Company Group’s books and records and other information available at the time. Upon SD Seller (on behalf of the delivery other Sellers and the Company Group) shall consider in good faith any reasonable comments that Buyer may have in respect of the Estimated Closing Statement. From the Effective Time until the Closing, the Parent Companies shall not, and shall not permit any of their respective Subsidiaries to, make any dividend or distributions of Cash or incur any Company Group Debt or Selling Expenses (other than incurrences of obligations due to the passage of time in the Ordinary Course of Business, such as accrued interest), or use any Cash to pay or repay amounts that would constitute Closing Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, to the extent reasonably requested by Buyer Parent, Seller Parent will make available to Buyer Parent and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing the Estimated Company Cash, the Estimated Company Working Capital, the Estimated Company Indebtedness, and the Estimated Company Transaction Expenses and the Estimated Seller Transaction Expenses. However, neither such access nor any disagreement with respect to the Estimated Closing Statement shall delay the Closing, which shall occur using the amounts set forth in the Estimated Closing Statement unless otherwise expressly agreedand reflected in the calculation of Estimated Closing Date Cash Consideration therein, and any such changes between the Effective Time that are set forth in the Estimated Closing Statement and so reflected in the calculation of Estimated Closing Date Cash Consideration shall be included in the calculation of Final Closing Date Cash Consideration (as applicable) and any applicable component thereof.

Estimated Closing Statement. The Company shall have prepared and delivered to Acquiror two (a2) Not later than fourth Business Days prior to the Closing Date, Seller Parent shall deliver to Buyer Parent Date a written schedule statement (the “"Estimated Closing Statement”) "), which shall take into account any reasonable comments from Acquiror that the Company shall determine in good faith are appropriate to ensure that the items set forth therein conform with the provisions of this Agreement, setting forth in reasonable detail Seller Parent’s good faith (A) the Company's estimate of (i) the Company Cash (the “Estimated Company Cash”), (ii) the Company Closing Working Capital (the “"Estimated Company Closing Working Capital”"), (iiiB) the Company Company's estimate of Closing Cash (the "Estimated Closing Cash"), (C) the Company's estimate of Closing Indebtedness (the “"Estimated Company Indebtedness”), ") and (ivD) the Company's estimate of Company Transaction Expenses (the “"Estimated Company Transaction Expenses”) (v) "), along with a certificate executed by the Seller Transaction 3. Expenses Company's Chief Executive Officer or Chief Financial Officer (the “"Closing Certificate") certifying as to the amount of the Estimated Seller Closing Working Capital, Estimated Closing Cash, Estimated Indebtedness and Estimated Transaction Expenses”),; and (vi) . The Closing Certificate shall be accompanied by executed payoff letters from each holder of Closing Indebtedness that relates to borrowed money. The Company will prepare the resulting Closing Purchase Price determined using such estimates. (b) The Estimated Closing Statement on an accrual basis in accordance with GAAP using the same accounting methods, practices, principles and policies and procedures, with consistent classifications, judgments and valuation methodologies that were used in the preparation of the Company's Financial Statements. The Company shall be prepared based on management’s good faith estimates and also make available to Acquiror all financial records, work papers, or other documentation as Acquiror may reasonably request in a manner consistent connection with the Transaction Accounting Principles, including the illustrative calculation of Closing Working Capital included in Exhibit E (the “Company Working Capital Illustration”). Upon the delivery its review of the Estimated Closing Statement, to . Any disagreement between the extent reasonably requested by Buyer Parent, Seller Parent will make available to Buyer Parent Company and its Representatives Acquiror regarding the work papers (subject to the execution accuracy of customary work paper access letters, if requested) and other books and records used in preparing the Estimated Company Cash, the Estimated Company Working Capital, the Estimated Company Indebtedness, and the Estimated Company Transaction Expenses and the Estimated Seller Transaction Expenses. However, neither such access nor any disagreement with respect to the Estimated Closing Statement will not permit any Party to delay or cancel Closing and shall delay the Closing, which shall occur using the amounts set forth in the Estimated be resolved following Closing Statement unless otherwise expressly agreedpursuant to Section 1.9(b).

Estimated Closing Statement. (a) Not later than fourth At least three Business Days prior to the Closing Date, Seller Parent shall Sellers will deliver to Buyer Parent a written schedule statement (the “Estimated Closing Statement”) ), setting forth in reasonable detail Seller Parent’s Sellers’ good faith estimate of the Distribution Amount, which will be based on, and which statement will include, Sellers’ good faith estimate (together with reasonable supporting calculations and documentation with respect thereto) of (i) the Company Cash (the “Estimated Company Cash”), Indebtedness; (ii) the Company Working Capital (the “Estimated Company Working Capital”)aggregate amount of Cash, (iii) the Company Indebtedness (the “Estimated Company Indebtedness”)Net Working Capital, (iv) the resulting Net Working Capital Adjustment and (v) the aggregate amount of Company Transaction Expenses (itemized by payee), in each case calculated as of the Valuation Time. The Estimated Closing Statement and the component items thereof will be prepared and calculated in accordance with this Agreement and the Accounting Policies. The “Estimated Distribution Amount,” “Estimated Company Indebtedness,” “Estimated Cash,” “Estimated Net Working Capital,” “Estimated Net Working Capital Adjustment” and “Estimated Company Transaction Expenses”) (v) ” will be the Seller Transaction 3. Expenses (estimates of the “Estimated Seller Distribution Amount, Company Indebtedness, Cash, Net Working Capital, the Net Working Capital Adjustment and Company Transaction Expenses”),; , respectively, as determined in accordance with this Section 2.2. Sellers shall consider in good faith, and (vi) consult with Buyer regarding, any comments on proposed changes to the resulting Closing Purchase Price determined using such estimates. (b) The Estimated Closing Statement shall be prepared based on management’s good faith estimates and that Buyer may provide in a manner consistent with the Transaction Accounting Principles, including the illustrative calculation of Closing Working Capital included in Exhibit E (the “Company Working Capital Illustration”). Upon the period following delivery of the Estimated Closing Statement, Statement but prior to the extent reasonably requested by Buyer Parent, Seller Parent Closing; provided that in no event will make available to Buyer Parent and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing the Estimated Company Cash, the Estimated Company Working Capital, the Estimated Company Indebtedness, and the Estimated Company Transaction Expenses and the Estimated Seller Transaction Expenses. However, neither such access nor any disagreement with respect to regarding the Estimated Closing Statement shall delay the Closing, which shall occur using the amounts set forth in the Estimated Closing Statement unless otherwise expressly agreed.

Estimated Closing Statement. (a) Not later than fourth five (5) Business Days prior to the Closing Date, Seller Parent the Company shall deliver to Buyer Parent a written schedule statement certified by the Company’s chief executive officer (the “Company Estimated Closing Statement”) setting forth in reasonable detail Seller Parent’s (a) a good faith calculation of the Company’s estimate of (i) the Company Closing Cash (as of the “Estimated Company Cash”)Reference Time, (ii) the Company Working Capital (the “Estimated Company Working Capital”), (iii) the Company Indebtedness (the “Estimated Company Indebtedness”), (iv) the Company Transaction Expenses (the “Estimated Company Transaction Expenses”) (v) the Seller Transaction 3. Expenses (the “Estimated Seller Transaction Expenses”),; and (vi) the resulting Closing Purchase Price determined using such estimatesalong with reasonably detailed calculations thereof. (b) The Not later than three (3) Business Days prior to the Closing Date, Parent shall deliver to the Company a statement certified by Xxxxxx’s chief executive officer (the “Parent Estimated Closing Statement”) setting forth (a) a good faith calculation of Parent’s estimate of the Closing Indebtedness as of the Reference Time, along with reasonably detailed calculations thereof, (b) a good faith calculation of Parent’s estimate of the Closing Cash as of the Reference Time, along with reasonably detailed calculations thereof, and (c) the resulting estimated Merger Consideration to be issued by Parent at the Closing using the Exchange Ratio, based on such estimates of Closing Indebtedness and Closing Cash and the Company’s estimate of Company Closing Cash set forth in the Company Estimated Closing Statement, which Parent Estimated Closing Statement shall be prepared based on management’s good faith estimates and in a manner consistent with the Transaction Accounting Principles, including the illustrative calculation of Closing Working Capital included in Exhibit E (the “Company Working Capital Illustration”). Upon the delivery of the Estimated Closing Statement, to the extent reasonably requested by Buyer Parent, Seller Parent will make available to Buyer Parent and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing the Estimated Company Cash, the Estimated Company Working Capital, the Estimated Company Indebtedness, review and the reasonable approval by the Company. Promptly after delivering the Parent Estimated Closing Statement to the Company, Parent will meet with the Company Transaction Expenses to review and discuss the Parent Estimated Closing Statement and Parent will consider in good faith the Company’s comments to the Parent Estimated Closing Statement and make any appropriate adjustments to the Parent Estimated Closing Statement prior to the Closing, as mutually approved by Parent and the Estimated Seller Transaction Expenses. HoweverCompany both acting reasonably and in good faith, neither such access nor any disagreement with respect to the which adjusted Parent Estimated Closing Statement shall delay thereafter become the Parent Estimated Closing Statement for all purposes of this Agreement. The Parent Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with U.S. GAAP or other applicable accounting principles and otherwise in accordance with this Agreement. The Parent Estimated Closing Statement will also include with respect to Closing Indebtedness the amount owed to each creditor of Parent and, with respect to any Closing Indebtedness that the Company and Parent agree to satisfy at the Closing, which shall occur using payment instructions, together with payoff and lien release letters from Xxxxxx’s creditors in form and substance reasonably acceptable to the amounts set forth in the Estimated Closing Statement unless otherwise expressly agreedCompany.

Estimated Closing Statement. (a) Not The Company shall deliver to Parent, no later than fourth three (3) Business Days prior to the Closing DateClosing, Seller Parent shall deliver to Buyer Parent a written schedule statement (the “Estimated Closing Statement”) setting forth in reasonable detail Seller Parent’s good faith estimate estimates of (i) the Company Cash (the “Working Capital and Estimated Company Cash”)Working Capital Adjustment, (ii) the Indebtedness of the Company Working Capital on the Closing Date but immediately prior to the Closing (the “Estimated Company Working CapitalClosing Date Indebtedness”), (iii) the Cash Equivalents on hand at the Company Indebtedness on the Closing Date but immediately prior to the Closing (the “Estimated Company IndebtednessClosing Date Cash”), (iv) the Company Transaction Expenses (the “Estimated Company Transaction Expenses”) , (v) the Seller Transaction 3. Expenses (the “Estimated Seller Transaction Expenses”),; Balance Sheet and (vi) the Estimated Total Cash Equity Price. For the avoidance of doubt, these estimates (and the calculations resulting therefrom) shall take into account, (x) in the case of and as a reduction to Closing Purchase Price determined using such estimates. (b) The Estimated Closing Statement shall be prepared based on management’s good faith estimates and in a manner consistent with the Transaction Accounting Principles, including the illustrative calculation of Closing Working Capital included in Exhibit E (the “Company Working Capital Illustration”). Upon the delivery of the Estimated Closing Statement, to the extent reasonably requested by Buyer Parent, Seller Parent will make available to Buyer Parent and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing the Estimated Company Date Cash, the Estimated Company Working Capital, payment in cash of the Estimated Company Indebtedness, and the Estimated Company Transaction Expenses and the Estimated Seller Transaction Expenses. HoweverManagement Retention Bonuses, neither such access nor any disagreement with respect at or prior to the Estimated Closing Statement shall delay the Closing, which shall occur using as contemplated by Section 2.8 and (y) in the amounts set forth case of the Working Capital, an accrual for the aggregate Pro-Rata Bonuses to be paid by the Surviving Corporation after the Closing in accordance with Section 2.8. The estimates of Working Capital, Closing Date Indebtedness and Closing Date Cash provided in the Estimated Closing Statement unless otherwise expressly agreedare referred to herein as the “Estimated Working Capital”, the “Estimated Closing Date Indebtedness” and the “Estimated Closing Date Cash”, respectively. The Company shall also deliver to Parent (1) its calculations of the following (each determined in accordance with the definitions thereof as of the Closing and based on the Estimated Total Cash Equity Price): Common Merger Consideration, Common Per-Share Merger Consideration, Fully-Diluted Common Stock, Merger Consideration, Option In-the Money Amount, Common Warrant In-the-Money Amount, Series B Warrant In-the-Money Amount, Series C Warrant In-the-Money Amount, Series C-1 Warrant In-the-Money Amount, Series A Preferred Per-Share Merger Consideration, Series B Preferred Per-Share Merger Consideration, Series C Preferred Per-Share Merger Consideration, Series C-1 Preferred Per-Share Merger Consideration, Total Common Merger Consideration, Total Series A Preferred Merger Consideration, Total Series A Preferred Merger Preference, Total Series B Preferred Merger Consideration, Total Series B Preferred Merger Preference, Total Series C Preferred Merger Consideration, Total Series C Preferred Merger Preference, Total Series C-1 Preferred Merger Consideration and Total Series C-1 Preferred Merger Preference and (2) a detailed schedule setting forth (A) the name of each Equityholder, (B) the number of shares of Common Stock, Preferred Stock, Options and Warrants held by each such Equityholder, and (C) based on the calculations described above, the portion of the Merger Consideration, Option Payments and Warrant Payments to be received by each such Equityholder.

Estimated Closing Statement. (a) Not later than fourth five (5) Business Days prior to the Closing Date, Seller Parent the Company shall deliver to Buyer Parent Purchaser a written schedule statement certified by the Company’s chief executive officer and chief financial officer (the “Estimated Closing Statement”) setting forth (a) an estimated consolidated balance sheet of the Company as of the Reference Time, prepared in reasonable detail Seller Parent’s good faith and in accordance with the Accounting Principles, (b) a good faith calculation of the Company’s estimate of the Closing Indebtedness and Net Working Capital, in each case, as of the Reference Time and along with reasonably detailed calculations, and (ic) the Company Cash resulting estimated Merger Consideration and shares of Pubco Common Stock to be issued by Pubco at the Closing (the “Estimated Company CashMerger Consideration Shares”), (ii) using the Company Working Capital (the “Estimated Company formula in Section 1.7 based on such estimates of Closing Indebtedness and Net Working Capital”), (iii) the Company Indebtedness (the “Estimated Company Indebtedness”), (iv) the Company Transaction Expenses (the “Estimated Company Transaction Expenses”) (v) the Seller Transaction 3. Expenses (the “Estimated Seller Transaction Expenses”),; and (vi) the resulting Closing Purchase Price determined using such estimates. (b) The which Estimated Closing Statement shall be prepared based on management’s good faith estimates subject to the review and in a manner consistent with the Transaction Accounting Principles, including the illustrative calculation of Closing Working Capital included in Exhibit E (the “Company Working Capital Illustration”)reasonable approval by Purchaser. Upon the delivery of Promptly after delivering the Estimated Closing StatementStatement to Purchaser, the Company will meet with Purchaser to the extent reasonably requested by Buyer Parent, Seller Parent will make available to Buyer Parent review and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing discuss the Estimated Company Cash, the Estimated Company Working Capital, the Estimated Company Indebtedness, Closing Statement and the Estimated Company Transaction Expenses and the Estimated Seller Transaction Expenses. However, neither such access nor any disagreement with respect will consider in good faith Purchaser’s comments to the Estimated Closing Statement shall delay the Closing, which shall occur using the amounts set forth in and make any appropriate adjustments to the Estimated Closing Statement unless prior to the Closing, as mutually approved by the Company and Purchaser both acting reasonably and in good faith, which adjusted Estimated Closing Statement shall thereafter become the Estimated Closing Statement for all purposes of this Agreement. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise expressly agreedin accordance with this Agreement. The Estimated Closing Statement will also include with respect to Closing Indebtedness the amount owed to each creditor of the Company and, with respect to any Closing Indebtedness that Purchaser and the Company agree to satisfy at the Closing, payment instructions, together with payoff and lien release letters from the Company’s creditors in form and substance reasonably acceptable to Purchaser. Schedule 1.14 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Indebtedness and Net Working Capital, and the resulting Merger Consideration and Merger Consideration Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement.

Estimated Closing Statement. At least five (a5) Not later than fourth Business Days prior to the Closing Date, Seller Parent the Company shall deliver to Buyer Parent a written schedule statement prepared on a consistent basis with the Sample Working Capital Statement and that is reasonably acceptable to Parent (the “Estimated Closing Statement”) setting forth in reasonable detail Seller Parentthe Company’s good faith estimate of Closing Working Capital and the Closing Working Capital Adjustment Amount, in each case including all components thereof, Closing Cash, the Closing Cash Adjustment Amount and Pre-Closing Taxes (iother than Taxes that are solely Liabilities of Restructuring Sub or any of the Remainderco Subsidiaries) the Company Cash (such estimates, the “Estimated Company Closing Working Capital,” “Estimated Closing Working Capital Adjustment Amount,” “Estimated Closing Cash”,” “Estimated Closing Cash Adjustment Amount,” and “Estimated Pre-Closing Taxes,” respectively), (ii) accompanied by reasonably detailed back-up documentation for such calculations. The Company shall prepare the Company Working Capital (the “Estimated Company Working Capital”), (iii) the Company Indebtedness (the “Estimated Company Indebtedness”), (iv) the Company Transaction Expenses (the “Estimated Company Transaction Expenses”) (v) the Seller Transaction 3. Expenses (the “Estimated Seller Transaction Expenses”),; and (vi) the resulting Closing Purchase Price determined using such estimates. (b) The Estimated Closing Statement shall be prepared based on management’s good faith estimates and in a manner consistent accordance with GAAP as consistently applied by the Transaction Accounting Principles, including the illustrative calculation of Company for pre-Closing Working Capital included in Exhibit E (the “Company Working Capital Illustration”). Upon the delivery of the Estimated Closing Statementperiods and, to the extent reasonably requested by Buyer Parentconsistent with GAAP, Seller Parent will using the same accounting principles, practices, procedures, policies and methods, with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies that were employed in the preparation of the Sample Working Capital Statement. The Company shall make available to Buyer Parent and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing the Estimated Closing Statement and reasonable access to employees of the Company Cash, the Estimated Company Working Capital, the Estimated Company Indebtednessas Parent may reasonably request in connection with its review Table of Contents of such statements, and the Estimated Company Transaction Expenses will otherwise cooperate in good faith with Parent’s and the Estimated Seller Transaction Expenses. However, neither its Representatives review of such access nor statements and shall take into consideration in good faith any disagreement with respect to comments of Parent on the Estimated Closing Statement shall delay Statement, as applicable. Notwithstanding the Closingforegoing, which shall occur using in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as a result of Parent not making an objection prior to the amounts set forth Closing or its making an objection that is not fully implemented in the a revised Estimated Closing Statement unless otherwise expressly agreedStatement, as applicable.

Estimated Closing Statement. (a) Not later less than fourth seven Business Days prior to the anticipated Closing Date, Seller Parent the Company shall deliver to Buyer Parent a written schedule statement (the “Estimated Closing Statement”) along with reasonable supporting documents setting forth in reasonable detail Seller Parent’s its good faith estimate calculation of (i1) the Company estimated amount of Cash as of the Measurement Time (the “Estimated Company Cash”), (ii2) the Company estimated amount of Indebtedness outstanding as of the Measurement Time (“Estimated Indebtedness”), (3) the estimated amount of unpaid Transaction Expenses as of the Measurement Time (“Estimated Transaction Expenses”), (4) the estimated Net Working Capital as of the Measurement Time (the “Estimated Company Net Working Capital”), (iii5) the Company Indebtedness estimated Capital Expenditure Adjustment Amount as of the Measurement Time (the “Estimated Company IndebtednessCapital Expenditure Adjustment Amount”), and (iv6) the preliminary balance sheet of the Company Transaction Expenses (as of the “Estimated Company Transaction Expenses”) (v) Measurement Time, in each case calculated in accordance with the Seller Transaction 3. Expenses (Accounting Principles and in the “Estimated Seller Transaction Expenses”),; and (vi) same form as the resulting Sample Closing Purchase Price determined using such estimatesStatement. (bi) The Company shall provide Parent and its Representatives all supporting documentation reasonably requested by Parent in connection with Xxxxxx’s review of the Estimated Closing Statement shall be prepared based on management’s good faith estimates and reasonable access to the books and records of the Company (including financial records and supporting documents) and to Representatives of the Company, in a manner consistent with the Transaction Accounting Principleseach case, including the illustrative calculation of Closing Working Capital included in Exhibit E (the “Company Working Capital Illustration”). Upon the delivery of used to prepare the Estimated Closing Statement, prior to the extent reasonably requested by Buyer ParentClosing Date. Parent may, Seller Parent will make available to Buyer Parent and its Representatives until the work papers (subject Business Day prior to the execution of customary work paper access lettersClosing Date, if requested) and other books and records used in preparing provide the Estimated Company Cash, the Estimated Company Working Capital, the Estimated Company Indebtedness, and the Estimated Company Transaction Expenses and the Estimated Seller Transaction Expenses. However, neither such access nor any disagreement with respect comments to the Estimated Closing Statement and the Company shall delay the Closing, which consider such comments in good faith and shall occur using the amounts set forth in revise the Estimated Closing Statement unless otherwise expressly agreedby no later than the Business Day prior to the Closing Date, if, based on its good faith assessment of Parent’s comments, the Company determines such changes are warranted, which revised statement shall be deemed the Estimated Closing Statement for all purposes of this Agreement. For the avoidance of doubt, Parent shall have no obligation to comment on the Estimated Closing Statement. (ii) For purposes of calculating the value of the inventory in connection with calculating Closing Net Working Capital, after the Closing Date, a physical inventory count will be conducted by Parent. Parent and such Representatives of Parent as Parent may designate, shall determine the nature, quantities and condition (i.e., usability and salability) of all inventory, including the identification of obsolete, damaged and slow-moving items. The inventory used to calculate Closing Net Working Capital shall reflect any adjustment to the actual amount of inventory held as of the date of the full physical inventory count for the location(s) counted (through the inventory count procedures, as recorded by Parent) which shall be rolled back to the Measurement Time.

Estimated Closing Statement. At least six (a6) Not later than fourth Business Days prior to the expected Closing Date (and in any event not more than ten (10) Business Days prior to the actual Closing Date), Seller Parent shall prepare and deliver to Buyer Parent Purchaser a written schedule statement (the “Estimated Closing Statement”) setting forth consisting of its good faith calculation in reasonable detail Seller Parent’s good faith estimate of (i) the Company Estimated Adjustment Amount, including the estimated Closing Cash (the “Estimated Company Cash”), the estimated Closing Indebtedness (ii) the Company “Estimated Indebtedness”), the estimated Closing Working Capital (the “Estimated Company Closing Working Capital”), (iii) the Company Indebtedness (the “Estimated Company Indebtedness”), (iv) the Company Transaction estimated Unpaid Seller’s Expenses (the “Estimated Company Transaction Expenses”) (v) the Seller Transaction 3. Expenses (the “Estimated Seller Transaction Unpaid Seller’s Expenses”),; , and (vi) the resulting Closing Estimated Purchase Price determined using such estimates. (b) based thereon. The Estimated Closing Statement shall be signed by a duly authorized officer of Seller, prepared based on management’s in good faith estimates and in a manner consistent accordance with the Transaction Accounting Principles, including Principles set forth in Exhibit C and in the form of the illustrative calculation of Closing Working Capital included set forth in Exhibit E D. Seller shall provide to Purchaser and its Representatives such access to the books and records of the Business and to any other information, including such access to the employees of the Transferred Companies and work papers of Seller’s accountants (subject to Purchaser entering into, and such accountants agreeing to, a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants), as Purchaser shall reasonably request in connection with Purchaser’s review of the “Company Working Capital Illustration”)Estimated Closing Statement and preparation of the Closing Statement. Upon Purchaser may object to the amounts contained in the Estimated Closing Statement within two (2) Business Days after the delivery of the Estimated Closing Statement, Statement to Purchaser. Seller shall in good faith consider the extent reasonably requested by Buyer Parent, Seller Parent will make available to Buyer Parent and its Representatives the work papers (subject to the execution of customary work paper access lettersobjections, if requested) and other books and records used in preparing the Estimated Company Cashany, the Estimated Company Working Capital, the Estimated Company Indebtedness, and the Estimated Company Transaction Expenses and the Estimated Seller Transaction Expenses. However, neither such access nor any disagreement with respect of Purchaser to the Estimated Closing Statement and the Parties shall delay the Closingcooperate in good faith to resolve such objections, which shall occur using the amounts set forth in and make any necessary revisions to the Estimated Closing Statement. The Parties shall agree on a final Estimated Closing Statement unless otherwise expressly agreedcontaining the Estimated Adjustment Amount (and components thereof) and the Estimated Purchase Price based thereon no later than one (1) Business Day prior to the Closing Date.

Estimated Closing Statement. (a) Not later less than fourth seven Business Days prior to the anticipated Closing Date, Seller Parent the Company shall deliver to Buyer Parent a written schedule statement (the “Estimated Closing Statement”) along with reasonable supporting documents setting forth in reasonable detail Seller Parent’s its good faith estimate calculation of (i1) the Company estimated amount of Cash as of the Measurement Time (the “Estimated Company Cash”), (ii2) the Company estimated amount of Indebtedness outstanding as of the Measurement Time (“Estimated Indebtedness”), (3) the estimated amount of unpaid Transaction Expenses as of the Measurement Time (“Estimated Transaction Expenses”), (4) the estimated Net Working Capital as of the Measurement Time (the “Estimated Company Net Working Capital”), (iii5) the Company Indebtedness estimated Capital Expenditure Adjustment Amount as of the Measurement Time (the “Estimated Company IndebtednessCapital Expenditure Adjustment Amount”), and (iv6) the preliminary balance sheet of the Company Transaction Expenses (as of the “Estimated Company Transaction Expenses”) (v) Measurement Time, in each case calculated in accordance with the Seller Transaction 3. Expenses (Accounting Principles and in the “Estimated Seller Transaction Expenses”),; and (vi) same form as the resulting Sample Closing Purchase Price determined using such estimatesStatement. (bi) The Company shall provide Parent and its Representatives all supporting documentation reasonably requested by Parent in connection with Parent’s review of the Estimated Closing Statement shall be prepared based on management’s good faith estimates and reasonable access to the books and records of the Company (including financial records and supporting documents) and to Representatives of the Company, in a manner consistent with the Transaction Accounting Principleseach case, including the illustrative calculation of Closing Working Capital included in Exhibit E (the “Company Working Capital Illustration”). Upon the delivery of used to prepare the Estimated Closing Statement, prior to the extent reasonably requested by Buyer ParentClosing Date. Parent may, Seller Parent will make available to Buyer Parent and its Representatives until the work papers (subject Business Day prior to the execution of customary work paper access lettersClosing Date, if requested) and other books and records used in preparing provide the Estimated Company Cash, the Estimated Company Working Capital, the Estimated Company Indebtedness, and the Estimated Company Transaction Expenses and the Estimated Seller Transaction Expenses. However, neither such access nor any disagreement with respect comments to the Estimated Closing Statement and the Company shall delay the Closing, which consider such comments in good faith and shall occur using the amounts set forth in revise the Estimated Closing Statement unless otherwise expressly agreedby no later than the Business Day prior to the Closing Date, if, based on its good faith assessment of Parent’s comments, the Company determines such changes are warranted, which revised statement shall be deemed the Estimated Closing Statement for all purposes of this Agreement. For the avoidance of doubt, Parent shall have no obligation to comment on the Estimated Closing Statement. (ii) For purposes of calculating the value of the inventory in connection with calculating Closing Net Working Capital, after the Closing Date, a physical inventory count will be conducted by Parent. Parent and such Representatives of Parent as Parent may designate, shall determine the nature, quantities and condition (i.e., usability and salability) of all inventory, including the identification of obsolete, damaged and slow-moving items. The inventory used to calculate Closing Net Working Capital shall reflect any adjustment to the actual amount of inventory held as of the date of the full physical inventory count for the location(s) counted (through the inventory count procedures, as recorded by Parent) which shall be rolled back to the Measurement Time.

Estimated Closing Statement. (a) Not later than fourth three (3) Business Days prior to the Closing Date, Seller Parent the Company shall deliver to Buyer Parent the Purchaser a written schedule statement certified by the Company’s chief executive officer and chief financial officer (the “Estimated Closing Statement”) setting forth (a) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in reasonable detail Seller Parent’s good faith and in accordance with the Accounting Principles, (b) a good faith calculation of the Company’s estimate of Closing Cash, Closing Debt and Excess Transaction Expenses, in each case, as of the Reference Time and along with reasonably detailed calculations, and (ic) the Company Cash resulting estimated Exchange Consideration and Exchange Shares to be issued by Pubco at the Closing (the “Estimated Company Exchange Consideration Shares”) using the formula in Section 2.2 based on such estimates of Closing Cash”), (ii) the Company Working Capital (the “Estimated Company Working Capital”), (iii) the Company Indebtedness (the “Estimated Company Indebtedness”), (iv) the Company Transaction Expenses (the “Estimated Company Closing Debt and Transaction Expenses”) (v) the Seller Transaction 3. Expenses (the “Estimated Seller Transaction Expenses”),; and (vi) the resulting Closing Purchase Price determined using such estimates. (b) The , which Estimated Closing Statement shall be prepared based on management’s good faith estimates and in a manner consistent with subject to the Transaction Accounting Principles, including review by the illustrative calculation of Closing Working Capital included in Exhibit E (the “Company Working Capital Illustration”)Purchaser. Upon the delivery of Promptly after delivering the Estimated Closing Statement, Statement to the extent reasonably requested by Buyer ParentPurchaser, Seller Parent the Company will make available meet with the Purchaser to Buyer Parent review and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing discuss the Estimated Company Cash, the Estimated Company Working Capital, the Estimated Company Indebtedness, Closing Statement and the Estimated Company Transaction Expenses and will consider in good faith the Estimated Seller Transaction Expenses. However, neither such access nor any disagreement with respect Purchaser’s comments to the Estimated Closing Statement shall delay the Closing, which shall occur using the amounts set forth in and make any appropriate adjustments to the Estimated Closing Statement unless prior to the Closing, as mutually approved by the Company and the Purchaser both acting reasonably and in good faith, which adjusted Estimated Closing Statement shall thereafter become the Estimated Closing Statement for all purposes of this Agreement; provided that, to the extent that the Company and the Purchaser are unable to reach an agreement prior to the Closing Date, the Estimated Closing Statement as delivered by the Company shall be final (the amount of estimated Exchange Consideration as finally determined, the "Estimated Exchange Consideration"). The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise expressly agreedin accordance with this Agreement. The Estimated Closing Statement will also include with respect to (i) Closing Debt, the amount owed to each creditor of any of the Target Companies and, with respect to any Closing Debt that the Purchaser and the Company agree to satisfy at the Closing, payment instructions, together with payoff and lien release letters from each Target Company’s creditors in form and substance reasonably acceptable to the Purchaser, and (ii) Excess Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor.

Estimated Closing Statement. (a) Not later than fourth five (5) Business Days prior to the Closing Date, Seller Parent shall prepare or cause to be prepared in good faith and deliver to Buyer Parent the following documents: (i) An estimated balance sheet of the Company (the “Estimated Closing Balance Sheet”) as of the Effective Time, together with a written schedule statement (the “Estimated Closing Statement”) setting forth in reasonable detail Seller ParentSeller’s good faith estimate estimates of the Closing Indebtedness (i) “Estimated Closing Indebtedness”), Transaction Expenses, Closing Cash, Working Capital, and resulting calculations of the Company Cash Net Working Capital Adjustment (the “Estimated Company Net Working Capital Adjustment”) and the Estimated Closing Payment, in each case as of the Effective Time as derived from the Estimated Closing Balance Sheet. If the Estimated Net Working Capital Adjustment is a positive number, such number shall be referred to herein as the “Estimated NWC Surplus”, and if the Estimated Net Working Capital Adjustment is a negative number or zero (0), the absolute value of such amount shall be referred to herein as the “Estimated NWC Deficit.” Exhibit I sets forth, for illustrative purposes only, a calculation of the Indebtedness, Transaction Expenses, Cash, Working Capital, and the resulting calculation of the Net Working Capital Adjustment, as of September 30, 2020 (the “Sample Closing Statement”), prepared and calculated in accordance with GAAP. The Estimated Closing Statement (ii) including the Company amounts of Estimated Closing Indebtedness, Transaction Expenses, Closing Cash, Working Capital (and resulting Estimated Net Working Capital Adjustment set forth therein) shall be in the “format set forth in the Sample Closing Statement, and the Estimated Company Working Capital”), (iii) Closing Balance Sheet and the Company Indebtedness (the “Estimated Company Indebtedness”), (iv) the Company Transaction Expenses (the “Estimated Company Transaction Expenses”) (v) the Seller Transaction 3. Expenses (the “Estimated Seller Transaction Expenses”),; and (vi) the resulting Closing Purchase Price determined using such estimates. (b) The Estimated Closing Statement shall be prepared based on management’s and calculated in good faith estimates by Seller in accordance with GAAP, in each case unless otherwise agreed by Seller and Buyer. Until two (2) Business Days prior to the Closing Date, Buyer may propose, and Seller will consider in a manner consistent with good faith but is under no obligation to agree to, revisions to the Transaction Accounting Principles, including the illustrative calculation of Estimated Closing Working Capital included in Exhibit E (the “Company Working Capital Illustration”). Upon the delivery of Balance Sheet and the Estimated Closing Statement, . Unless Seller agrees to the extent reasonably requested by Buyer Parent, Seller Parent will make available to Buyer Parent and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing the Estimated Company Cashany such changes, the Estimated Company Closing Statement delivered by Seller shall be used for purposes of calculating the Net Working CapitalCapital Adjustment. (ii) A flow of funds memorandum (the “Flow of Funds Memorandum”) containing (x) the accounts and wire instructions for (A) Seller, the Estimated Company Indebtedness, (B) all intended recipients of payments and the Estimated Company Transaction Expenses and the Estimated Seller Transaction Expenses. However, neither such access nor any disagreement applicable amounts with respect to the Estimated Closing Statement shall delay Indebtedness and (C) all intended recipients of payments and applicable amounts with respect to the Closingestimated Transaction Expenses, which shall occur using and (y) an acknowledgement and agreement, duly executed by Seller, that the Funds Flow Memorandum sets forth a true and correct calculation of the amounts set forth therein (or a good faith estimate, in the case of the Estimated Closing Statement unless otherwise expressly agreedIndebtedness and estimated Transaction Expenses).

Estimated Closing Statement. (a) Not later than fourth three (3) Business Days prior to the Closing Date, Seller Parent the Company shall deliver to Buyer Parent Purchaser a written schedule statement certified by the Company’s chief executive officer and chief financial officer (the “Estimated Closing Statement”) setting forth (a) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in reasonable detail Seller Parent’s good faith and in accordance with the Accounting Principles, (b) a good faith calculation of the Company’s estimate of (i) the Company Cash (the “Estimated Company Cash”)Closing Net Debt, (ii) the Company Net Working Capital (the “Estimated Company Working Capital”), (iii) the Company Indebtedness (the “Estimated Company Indebtedness”), (iv) the Company Transaction Expenses (the “Estimated Company and Transaction Expenses”) (v) , in each case, as of the Seller Transaction 3. Expenses (the “Estimated Seller Transaction Expenses”),; Reference Time and along with reasonably detailed calculations, and (vic) the resulting estimated Merger Consideration and Merger Consideration Shares to be issued by Pubco at the Closing Purchase Price determined using the formula in Section 1.8 based on such estimates. (b) The estimates of Closing Net Debt, Net Working Capital and Transaction Expenses, which Estimated Closing Statement shall be prepared based on management’s good faith estimates subject to the review and in a manner consistent with the Transaction Accounting Principles, including the illustrative calculation of Closing Working Capital included in Exhibit E (the “Company Working Capital Illustration”)reasonable approval by Purchaser. Upon the delivery of Promptly after delivering the Estimated Closing StatementStatement to Purchaser, the Company will meet with Purchaser to the extent reasonably requested by Buyer Parent, Seller Parent will make available to Buyer Parent review and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing discuss the Estimated Company Cash, the Estimated Company Working Capital, the Estimated Company Indebtedness, Closing Statement and the Estimated Company Transaction Expenses and the Estimated Seller Transaction Expenses. However, neither such access nor any disagreement with respect will consider in good faith Purchaser’s comments to the Estimated Closing Statement shall delay the Closing, which shall occur using the amounts set forth in and make any appropriate adjustments to the Estimated Closing Statement unless prior to the Closing, as mutually approved by the Company and Purchaser both acting reasonably and in good faith, which adjusted Estimated Closing Statement shall thereafter become the Estimated Closing Statement for all purposes of this Agreement. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise expressly agreedin accordance with this Agreement. The Estimated Closing Statement will also include with respect to (i) any Closing Net Debt, the amount owed to each creditor of any of the Target Companies and, with respect to any Closing Net Debt that Purchaser and the Company agree to satisfy at the Closing, payment instructions, together with payoff and lien release letters from each Target Company’s creditors in form and substance reasonably acceptable to Purchaser, and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor.