Common use of Financing Certificate and Closing Calculations Clause in Contracts

Financing Certificate and Closing Calculations. (a) Not later than four (4) Business Days prior to the Closing Date, SPAC shall deliver to the Company written notice (the “Financing Certificate”) setting forth: (i) the aggregate amount of cash proceeds that will be required to satisfy any exercise of any SPAC Shareholder Redemptions; (ii) SPAC’s good faith estimate of the amount of SPAC Cash and SPAC Transaction Costs as of the Closing; and (iii) the number of SPAC Class A Shares to be outstanding as of the Closing after giving effect to any SPAC Shareholder Redemptions. If the Company in good faith disagrees with any portion of the Financing Certificate, then the Company may deliver a notice of such disagreement to SPAC until and including the second (2nd) Business Day prior to the Closing Date (the “Company Pre-Closing Notice of Disagreement”). (b) Not later than four (4) Business Days prior to the Closing Date, the Company shall provide to SPAC a written notice setting forth: (i) the Company’s good faith estimate of the amount of the Company Transaction Costs and (ii) the number of Class A Company Ordinary Shares and Class B Company Ordinary Shares that will be issued and outstanding on a fully-diluted basis immediately following the Reclassification and the Stock Split (such written notice of (i) and (ii), together, the “Company Closing Statement”). If SPAC in good faith disagrees with any portion of the Company Closing Statement, then SPAC may deliver a notice of such disagreement to the Company until and including the second (2nd) Business Day prior to the Closing Date (the “SPAC Pre-Closing Notice of Disagreement”). (c) The Company and SPAC shall seek in good faith to resolve any differences they have with respect to the matters specified in the Company Pre-Closing Notice of Disagreement or SPAC Pre-Closing Notice of Disagreement, as applicable.

Financing Certificate and Closing Calculations. (a) Not later than four three (43) Business Days prior to the Closing Date, SPAC shall deliver to the Company written notice (the “Financing Certificate”) setting forth: (i) the aggregate amount of cash proceeds that will be required to satisfy any exercise of any the SPAC Shareholder Stockholder Redemptions; (ii) SPAC’s good faith estimate of the estimated amount of SPAC Cash and SPAC Transaction Costs as of the Closing; and (iii) the number of shares of SPAC Class A Shares Stock to be outstanding as of the Closing after giving effect to any the SPAC Shareholder Stockholder Redemptions. The Company shall be entitled to rely in all respects on the Financing Certificate. If the Company in good faith disagrees with any portion of the Financing Certificate, then the Company may deliver a notice of such disagreement to SPAC until and including the second first (2nd1st) Business Day prior to the Closing Date (the “Company Pre-Closing Notice of Disagreement”). (b) Not later than four three (43) Business Days prior to the Closing Date, the Company shall provide to SPAC a written notice setting forth: (i) the Company’s good faith estimate of the amount of the Company Transaction Costs and Costs, (ii) the Aggregate Tender Offer Consideration, and (iii) the number of Class A Company Ordinary Shares and Class B Company Ordinary Common Shares that will be issued and outstanding on a fully-diluted basis immediately following the Reclassification and the Stock Split (such written notice of (i) and (ii), together, the “Company Closing Statement”). If SPAC in good faith disagrees with any portion of the Company Closing Statement, then SPAC may deliver a notice of such disagreement to the Company until and including the second first (2nd1st) Business Day prior to the Closing Date (the “SPAC Pre-Closing Notice of Disagreement”). (c) The Company and SPAC shall seek in good faith to resolve any differences they have with respect to the matters specified in the Company Pre-Closing Notice of Disagreement or SPAC Pre-Closing Notice of Disagreement, as applicable. If Company and SPAC fail to agree upon the Company Pre-Closing Notice of Disagreement or SPAC Pre-Closing Notice of Disagreement, as applicable by 12:00 p.m. Eastern Time one (1) Business Day prior to the Closing Date, then, subject to the satisfaction or, to the extent permitted by applicable Legal Requirement, waiver of the conditions set forth in Article VIII, the Closing shall proceed on the date and at the time contemplated by Section 2.3.

Financing Certificate and Closing Calculations. (a) Not later than four two (42) Business Days prior to the Closing Date, SPAC shall deliver to the Company Target written notice (the “Financing Certificate”) setting forth: (i) the aggregate amount of cash proceeds that will be required to satisfy any exercise of any the SPAC Shareholder Share Redemptions; (ii) SPAC’s good faith estimate of the estimated amount of SPAC Cash and SPAC Transaction Costs Expenses as of the Closing; and (iii) the number of SPAC Class A Shares to be outstanding as of the Closing after giving effect to any the SPAC Shareholder Share Redemptions. The Target shall be entitled to rely in all respects on the Financing Certificate. If the Company Target in good faith disagrees with any portion of the Financing Certificate, then the Company Target may deliver a notice of such disagreement to SPAC until and including the second first (2nd1st) Business Day prior to the Closing Date (the “Company Pre-Target Pre- Closing Notice of Disagreement”). (b) Not later than four three (43) Business Days prior to the Closing Date, the Company Target shall provide to SPAC a written notice setting forth: (i) forth the CompanyTarget’s good faith estimate of the amount of the Company Parent Transaction Costs and Expenses (ii) the number of Class A Company Ordinary Shares and Class B Company Ordinary Shares that will be issued and outstanding on a fully-diluted basis immediately following the Reclassification and the Stock Split (such written notice of (i) and (ii), together, the “Company Closing Statement”). If SPAC in good faith disagrees with any portion of the Company Closing Statement, then SPAC may deliver a notice of such disagreement to the Company Target until and including the second first (2nd1st) Business Day prior to the Closing Date (the “SPAC Pre-Closing Notice of Disagreement”). (c) The Company Target and SPAC shall seek in good faith to resolve any differences they have with respect to the matters specified in the Company Target Pre-Closing Notice of Disagreement or SPAC Pre-Closing Notice of Disagreement, as applicable. If Target and SPAC fail to agree upon the Target Pre-Closing Notice of Disagreement or SPAC Pre-Closing Notice of Disagreement, as applicable by 12:00 p.m. Eastern Time one (1) Business Day prior to the Closing Date, then, subject to the satisfaction or, to the extent permitted by applicable Laws, waiver of the conditions set forth in Article IV, the Closing shall proceed on the date and at the time contemplated by Section 2.4.

Financing Certificate and Closing Calculations. (a) Not later than four three (43) Business Days prior to the Closing Date, SPAC shall deliver to the Company Target written notice (the “Financing Certificate”) setting forth: (i) the aggregate amount of cash proceeds that will be required to satisfy any exercise of any the SPAC Shareholder Share Redemptions; (ii) SPAC’s good faith estimate of the estimated amount of SPAC Cash and SPAC Transaction Costs Expenses as of the Closing; and (iii) the number of shares of SPAC Class A Shares Stock to be outstanding as of the Closing after giving effect to any the SPAC Shareholder Share Redemptions. The Target shall be entitled to rely in all respects on the Financing Certificate. If the Company Target in good faith disagrees with any portion of the Financing Certificate, then the Company Target may deliver a notice of such disagreement to SPAC until and including the second first (2nd1st) Business Day prior to the Closing Date (the “Company Target Pre-Closing Notice of Disagreement”). (b) Not later than four three (43) Business Days prior to the Closing Date, the Company Target shall provide to SPAC a written notice setting forth: (i) the CompanyTarget’s good faith estimate of the amount of the Company Parent Transaction Costs Expenses, and (ii) the number of Class A Company Ordinary Shares and Class B Company Ordinary Target Common Shares that will be issued and outstanding on a fully-diluted basis immediately following the Reclassification and the Stock Split (such written notice of (i) and (ii), together, the “Company Closing Statement”). If SPAC in good faith disagrees with any portion of the Company Closing Statement, then SPAC may deliver a notice of such disagreement to the Company Target until and including the second first (2nd1st) Business Day prior to the Closing Date (the “SPAC Pre-Closing Notice of Disagreement”). (c) The Company Target and SPAC shall seek in good faith to resolve any differences they have with respect to the matters specified in the Company Target Pre-Closing Notice of Disagreement or SPAC Pre-Closing Notice of Disagreement, as applicable. If Target and SPAC fail to agree upon the Target Pre-Closing Notice of Disagreement or SPAC Pre-Closing Notice of Disagreement, as applicable by 12:00 p.m. Eastern Time one (1) Business Day prior to the Closing Date, then, subject to the satisfaction or, to the extent permitted by applicable Laws, waiver of the conditions set forth in Article IV, the Closing shall proceed on the date and at the time contemplated by Section 2.3.

Financing Certificate and Closing Calculations. (a) Not later than four two (42) Business Days prior to the Closing Date, SPAC shall deliver to the Company Target written notice (the “Financing Certificate”) setting forth: (i) the aggregate amount of cash proceeds that will be required to satisfy any exercise of any the SPAC Shareholder Share Redemptions; (ii) SPAC’s good faith estimate of the estimated amount of SPAC Cash and SPAC Transaction Costs Expenses as of the Closing; and (iii) the number of SPAC Class A Shares to be outstanding as of the Closing after giving effect to any the SPAC Shareholder Share Redemptions. The Target shall be entitled to rely in all respects on the Financing Certificate. If the Company Target in good faith disagrees with any portion of the Financing Certificate, then the Company Target may deliver a notice of such disagreement to SPAC until and including the second first (2nd1st) Business Day prior to the Closing Date (the “Company Target Pre-Closing Notice of Disagreement”). (b) Not later than four three (43) Business Days prior to the Closing Date, the Company Target shall provide to SPAC a written notice setting forth: (i) forth the CompanyTarget’s good faith estimate of the amount of the Company Parent Transaction Costs and Expenses (ii) the number of Class A Company Ordinary Shares and Class B Company Ordinary Shares that will be issued and outstanding on a fully-diluted basis immediately following the Reclassification and the Stock Split (such written notice of (i) and (ii), together, the “Company Closing Statement”). If SPAC in good faith disagrees with any portion of the Company Closing Statement, then SPAC may deliver a notice of such disagreement to the Company Target until and including the second first (2nd1st) Business Day prior to the Closing Date (the “SPAC Pre-Closing Notice of Disagreement”). (c) The Company Target and SPAC shall seek in good faith to resolve any differences they have with respect to the matters specified in the Company Target Pre-Closing Notice of Disagreement or SPAC Pre-Closing Notice of Disagreement, as applicable. If Target and SPAC fail to agree upon the Target Pre-Closing Notice of Disagreement or SPAC Pre-Closing Notice of Disagreement, as applicable by 12:00 p.m. Eastern Time one (1) Business Day prior to the Closing Date, then, subject to the satisfaction or, to the extent permitted by applicable Laws, waiver of the conditions set forth in Article IV, the Closing shall proceed on the date and at the time contemplated by Section 2.4.