Common use of Pre-Closing Deliveries Clause in Contracts

Pre-Closing Deliveries. At least five Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer a written statement (“Estimated Closing Statement”) setting forth in reasonable detail (a) the Company’s good faith estimate of (i) Cash (“Estimated Cash”), (ii) Working Capital (“Estimated Working Capital”), (iii) Indebtedness (“Estimated Indebtedness”), (iv) Transaction Expenses (“Estimated Transaction Expenses”) and (v) the Tax Attribute Amount (“Estimated Tax Attribute Amount”) and (b) the resulting calculation of the Initial Purchase Price, together with reasonable supporting schedules as appropriate, with respect to the calculation of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses and the Estimated Tax Attribute Amount. Buyer may make reasonable inquiries of the Company regarding the Estimated Closing Statement, and in order that Buyer may independently review, examine and evaluate the Estimated Closing Statement and the application of the Accounting Principles in respect of the determination of the applicable components of the Estimated Closing Statement, the Company shall, on reasonable request, provide Buyer and its Representatives with copies of financial and other pertinent information and reasonable access during business hours to the Company’s and Seller’s Representatives. The Company shall consider in good faith any potential adjustments to the Estimated Closing Statement proposed by Buyer prior to the Closing and make any corresponding changes to the Estimated Closing Statement that the Company reasonably deems appropriate based on Buyer’s proposed adjustments (in which case, such updated Estimated Closing Statement shall constitute the Estimated Closing Statement and shall be deemed to have been timely delivered in accordance with this Section 2.3); provided that the obligations of Seller to consider in good faith any proposed adjustments shall in no event require that the anticipated Closing Date be postponed or otherwise delayed; provided, further, that no such proposed adjustments shall in any way prejudice the process following the Closing set forth in Section 2.6.

Pre-Closing Deliveries. At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer (a) a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (ai) the Company’s good faith estimate of the Closing Cash Amount (i) Cash (the “Estimated CashClosing Cash Amount”) and the Closing Debt Amount (the “Estimated Closing Debt Amount”), (ii) the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (iii) Indebtedness (“Estimated Indebtedness”), (iv) the Company’s good faith estimate of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (viv) the Tax Attribute Company’s good faith estimates of the Initial Merger Consideration, the UAR Payment Amount, the Per Interest Payment Amount (the “Estimated Tax Attribute Per Interest Payment Amount”) and the Closing Date Company Unit Consideration; and (b) the resulting calculation Company’s good faith draft of the Initial Purchase PriceDistribution Waterfall, together which shall be prepared in accordance with the Company LLC Agreement and the UAR Plans. The Estimated Closing Statement shall be prepared in accordance with this Agreement and include reasonable supporting schedules as appropriate, with respect detail of each of the calculations contained therein. Prior to the calculation of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses and the Estimated Tax Attribute Amount. Buyer may make reasonable inquiries of the Company regarding the Estimated Closing StatementClosing, and in order that Buyer may independently review, examine and evaluate following the delivery of the Estimated Closing Statement and by the application of the Accounting Principles in respect of the determination of the applicable components of the Estimated Closing StatementCompany to Buyer, the Company shall, on reasonable request, provide Buyer and its Representatives with copies of financial and other pertinent information and reasonable access during business hours to the Company’s and Seller’s Representatives. The Company shall consider in good faith any potential adjustments comments to the Estimated Closing Statement reasonably proposed by Buyer prior and may, in its sole discretion, determine whether to reflect any or all of such comments therein; provided that the Closing shall not be delayed in respect of any such comments proposed by Buyer and make in no event shall the proposal of such comments or the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer as to any corresponding changes to of the estimated amounts set forth in such Estimated Closing Statement, and in no way shall the delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a waiver by Buyer of its rights under Section 3.6. Notwithstanding anything to the contrary herein, the parties acknowledge and agree, and each Pre-Closing Holder shall acknowledge and agree in such Pre-Closing Holder’s Letter of Transmittal, if applicable, that Buyer shall be entitled to rely on the Company’s calculation of the Closing Date Company reasonably deems appropriate based on Buyer’s proposed adjustments (Unit Consideration, the Distribution Waterfall and the Estimated Per Interest Payment Amount or UAR Payment Amount payable with respect to each Pre-Closing Holder set forth in which case, such updated Estimated Closing Statement shall constitute the Estimated Closing Statement Statement, as setting forth a true, complete and shall be deemed accurate listing of all items set forth therein and a true, complete and accurate calculation of the amounts to have been timely delivered which such Pre-Closing Holders are entitled pursuant to the Company LLC Agreement and the UAR Plans, as in accordance effect as of immediately prior to the Effective Time, in connection with the transactions contemplated by this Section 2.3); provided that the obligations of Seller to consider in good faith any proposed adjustments shall Agreement, and in no event require that the anticipated Closing Date be postponed shall Buyer or otherwise delayed; providedany of its Affiliates (including, further, that no such proposed adjustments shall in any way prejudice the process following the Closing, the Surviving Company and its Subsidiaries) have any liability to the Pre-Closing Holders or to any other Person for the calculation or allocation of any item or amount set forth in Section 2.6therein.

Pre-Closing Deliveries. At least five two (2) Business Days, but no more than six (6) Business Days prior to the Closing Date, the Company Group Companies shall prepare and deliver to Buyer a written statement (“Estimated Closing Statement”) setting forth in reasonable detail (a) the Company’s Group Companies’ good faith estimate of of: (i) Cash (“Estimated Cash”), ; (ii) Working Capital (“Estimated Working Capital”), ; (iii) Indebtedness (“Estimated Indebtedness”), (iv) Transaction Expenses (“Estimated Transaction Expenses”); (iv) Indebtedness (“Estimated Indebtedness”); and (v) the Tax Attribute Amount (“Estimated Tax Attribute Amount”) and (b) the resulting calculation of the Initial Purchase Price. From and after delivery of the Estimated Closing Statement until the Closing, together the Group Companies shall (x) provide Buyer and its Representatives with reasonable supporting schedules as appropriate, with respect access at all reasonable times during normal business hours and upon reasonable prior notice to the calculation books and records of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses the Group Companies and to the management personnel of the Group Companies familiar with the Estimated Tax Attribute Amount. Closing Statement or the Accounting Principles, in each case, to the extent reasonably requested by Buyer may make reasonable inquiries or any of the Company regarding its Representatives in connection with their review of the Estimated Closing Statement, and (y) cooperate with Buyer and its Representatives in order that Buyer may independently review, examine and evaluate connection with their review of the Estimated Closing Statement (and the application of the Accounting Principles in respect of the determination of the applicable components of the Estimated Closing Statement, the Company shall, on reasonable request, provide Buyer and its Representatives with copies of financial and other pertinent information and reasonable access during business hours otherwise take all reasonably requested actions to the Company’s and Seller’s Representativesfacilitate such review). The Company Group Companies shall consider in good faith any potential adjustments comments to the Estimated Closing Statement proposed (and each component thereof) made by Buyer prior Buyer. Notwithstanding anything in this Section 2.3 to the Closing contrary, (A) in the event of any disagreement between Buyer and make the Group Companies in respect of any corresponding changes to amounts set forth on the Estimated Closing Statement that following receipt of any comments from Buyer, the amounts tendered by the Company reasonably deems appropriate based on Buyer’s proposed adjustments shall (in which case, such updated Estimated Closing Statement shall constitute subject to adjustment pursuant to Section 2.5 hereof) prevail for purposes of the Estimated Closing Statement and shall be deemed to have been timely delivered in accordance with this Section 2.3); provided that the obligations of Seller to consider in good faith any proposed adjustments shall (B) in no event require that shall Buyer’s or its Representatives’ review of the anticipated Estimated Closing Date be postponed Statement or any disagreement with respect thereto give rise to any delay in or otherwise delayed; provided, further, that no such proposed adjustments shall in any way prejudice prevent the process following the Closing set forth in Section 2.6Closing.

Pre-Closing Deliveries. At least five Business Days prior Prior to the Closing Date, and concurrently with the delivery of the Estimated Closing Statement: (a) The Company shall prepare and deliver to Buyer Parent a written statement spreadsheet (the “Estimated Closing StatementConsideration Spreadsheet”), certified by the Secretary (or equivalent officer) setting forth in reasonable detail (a) of the Company’s good faith estimate , which shall set forth, as of the Closing Date and immediately prior to the Effective Time, the following: (i) Cash (“Estimated Cash”), The names and addresses of all Stockholders and the number of Shares held by such Persons; (ii) Working Capital (“Estimated Working Capital”)The names and addresses of all Optionholders, together with the number of Shares subject to Options held by such Optionholders, the grant date, exercise price and vesting schedule for such Options; (iii) Indebtedness (“Estimated Indebtedness”), Detailed calculations of the Closing Transaction Consideration and Seller Closing Transaction Consideration; (iv) Each Optionholder’s aggregate Option Payment; and (v) The Seller Closing Per Share Transaction Consideration with respect to each Seller. The parties agree that Parent and Acquisition Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under this Agreement and Parent and Acquisition Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet. (b) A payoff letter from each holder of Indebtedness of the Company indicating the amount required to discharge fully such Indebtedness at the Closing (including any interest, premiums, penalties, make-whole payments, breakage costs and other fees and expenses that are required to be paid by the Company as a result of the discharge of such Indebtedness at the Closing) and providing for the automatic release of any Encumbrances securing the same upon the receipt of such amount (the “Payoff Letters”). (c) Final bills, W-9s or W-8s, as applicable, and wire transfer instructions from each payee of any portion of the Transaction Expenses (“Estimated Transaction Expenses”excluding, for the sake of clarity, any Change of Control Payments) and (v) listing the Tax Attribute Amount (“Estimated Tax Attribute Amount”) and (b) the resulting calculation amount of the Initial Purchase Price, together with reasonable supporting schedules as appropriate, with respect to the calculation of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses owed to each payee thereof and the Estimated Tax Attribute Amount. Buyer may make reasonable inquiries of the Company regarding the Estimated Closing Statement, and in order that Buyer may independently review, examine and evaluate the Estimated Closing Statement and the application of the Accounting Principles in respect of the determination of the applicable components of the Estimated Closing Statement, the Company shall, on reasonable request, provide Buyer and its Representatives with copies of financial and other pertinent information and reasonable access during business hours to the Company’s and Seller’s Representatives. The Company shall consider in good faith any potential adjustments to the Estimated Closing Statement proposed by Buyer prior to the Closing and make any corresponding changes to the Estimated Closing Statement that the Company reasonably deems appropriate based on Buyer’s proposed adjustments (in which case, such updated Estimated Closing Statement shall constitute the Estimated Closing Statement and shall be deemed to have been timely delivered in accordance with this Section 2.3); provided that the obligations of Seller to consider in good faith any proposed adjustments shall in no event require that the anticipated Closing Date be postponed or otherwise delayed; provided, further, that no such proposed adjustments shall in any way prejudice the process following the Closing set forth in Section 2.6paid at Closing.

Pre-Closing Deliveries. (i) At least two (2) days prior to the Closing, the Company will furnish to the Purchaser a certificate signed by the Company setting forth the Company’s (I) estimated Cash Shortfall Amount, (II) estimated Closing Working Capital, including an itemization of the components of Closing Working Capital, and (III) estimated calculation of the Closing Merger Consideration (the “Estimated Closing Merger Consideration Certificate”). (ii) Contemporaneous with the signing of this Agreement, the Company will furnish to the Purchaser a schedule prepared by the Company (the “Preliminary Distribution Schedule”) setting forth as of the date of this Agreement the Closing Merger Consideration Per Share, the Deferred Payment Per Share, the Merger Consideration Per Share attributable to each class or series of Company Common Stock and Company Preferred Stock in accordance with the Company’s Certificate of Incorporation then in effect, a list of all Stockholders, the number of Company Common Stock and Company Preferred Stock held by such Stockholders, the payment instructions for each Stockholder and the Pro Rata Amount of each Stockholder. At least five Business Days (5) business days prior to the Closing, the Company will furnish to the Purchaser (A) a revised version of the Preliminary Distribution Schedule updated to show the information contained therein as of the Closing Date (the “Final Distribution Schedule”) and (B) a revised version of the Preliminary Capitalization Table (as hereinafter defined) updated to show the information contained therein as of the Closing Date (the “Final Capitalization Table”). All Earnout Payments, any amounts received pursuant to Schedule 1.1(d)(xxv), and any portion of the Escrow Amount received pursuant to the Escrow Agreement shall be distributed to the Stockholders based on their Pro Rata Amount. All other Merger Consideration shall be distributed to the Stockholders based on the per share amounts set forth on the Final Distribution Schedule attributable to such class or series of stock. (iii) The Final Distribution Schedule shall provide that payments to a Stockholder that are subject to withholding, shall, as necessary, be directed by the Exchange Agent to the Company’s payroll agent to make applicable withholdings and tax contributions that may be required of the Purchaser or the Company as a result of the distribution to the applicable Stockholder, and then to distribute the balance to the applicable Stockholder. The Exchange Agent shall be entitled to rely exclusively on the Final Distribution Schedule in making distributions from the Exchange Fund in accordance with Section 1.3. (iv) Immediately prior to the Closing, the Company shall (A) pay in full all Sellers’ Expenses, and (B) pay in full or extinguish all Employee Bonuses (as hereinafter defined) earned and relating to the periods that include periods on or prior to the Closing Date; provided, the Company shall prepare that Purchaser agrees and deliver to Buyer a written statement (“Estimated Closing Statement”) setting forth in reasonable detail (a) the Company’s good faith estimate of (i) Cash (“Estimated Cash”), (ii) Working Capital (“Estimated Working Capital”), (iii) Indebtedness (“Estimated Indebtedness”), (iv) Transaction Expenses (“Estimated Transaction Expenses”) and (v) the Tax Attribute Amount (“Estimated Tax Attribute Amount”) and (b) the resulting calculation of the Initial Purchase Price, together with reasonable supporting schedules as appropriate, with respect to the calculation of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses and the Estimated Tax Attribute Amount. Buyer may make reasonable inquiries of the Company regarding the Estimated Closing Statement, and in order that Buyer may independently review, examine and evaluate the Estimated Closing Statement and the application of the Accounting Principles in respect of the determination of the applicable components of the Estimated Closing Statement, the Company shall, on reasonable request, provide Buyer and its Representatives with copies of financial and other pertinent information and reasonable access during business hours to the Company’s and Seller’s Representatives. The Company shall consider in good faith any potential adjustments to the Estimated Closing Statement proposed by Buyer prior to the Closing and make any corresponding changes to the Estimated Closing Statement understands that the Company reasonably deems appropriate based on Buyer’s proposed adjustments will not have paid or extinguished and the Stockholders shall not be responsible for any portion of the bonus any Continuing Employee (as defined below) is paid by the Surviving Corporation or Purchaser in which case, such updated Estimated Closing Statement shall constitute their discretion in consideration of their services to the Estimated Closing Statement and shall be deemed to have been timely delivered in accordance with this Section 2.3); provided that Surviving Corporation or the obligations of Seller to consider in good faith any proposed adjustments shall in no event require that the anticipated Closing Date be postponed Purchaser during calendar year 2010 or otherwise delayed; provided, further, that no such proposed adjustments shall in any way prejudice the process following the Closing set forth in Section 2.6thereafter.

Pre-Closing Deliveries. At least five (a) No later than two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimate of (i) Closing Working Capital, (ii) Closing Indebtedness, (iii) Unpaid Transaction Expenses and (iv) Closing Cash. The Company shall consult with Parent and its accountants with respect to the preparation of the Estimated Closing Statement and shall deliver appropriate supporting documentation, in detail reasonably acceptable to Parent, concurrently with the delivery of the Estimated Closing Statement. Parent and its Representatives shall have reasonable access during normal business hours to the books, records and officers of the Company to the extent reasonably required in connection with their review of the Estimated Closing Statement and the components thereof. If prior to the Closing Date, Parent disputes all or any portion of the Estimated Closing Statement, the Company and Parent shall promptly meet and resolve in good faith any disagreements concerning the Estimated Closing Statement and the components thereof prior to the Closing. (b) No later than two (2) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer Parent a written statement schedule in spreadsheet format (the “Estimated Closing StatementConsideration Schedule”) setting forth ), in reasonable detail (a) form and substance reasonably satisfactory to Parent and certified as complete and correct by the Company’s good faith estimate chief executive officer, setting forth all of the following information as of immediately prior to the Closing: (i) Cash (“Estimated Cash”)the names of all of the Company Stockholders and their respective addresses and, to the extent known by the Company, their respective e-mail addresses, (ii) Working the number and type of shares of Company Capital (“Estimated Working Capital”)Stock held by such Company Stockholders and the respective certificate numbers representing such shares, (iii) Indebtedness (“Estimated Indebtedness”)the number of shares of Company Capital Stock held by such Company Stockholders that constitute Company Restricted Shares and the vesting schedule thereof, (iv) Transaction Expenses (“Estimated Transaction Expenses”) and the date of acquisition of shares of Company Capital Stock, (v) the Tax Attribute Amount (“Estimated Tax Attribute Amount”) and (b) the resulting calculation of the Initial Purchase Price, together with reasonable supporting schedules as appropriate, Contingent Allocation with respect to the each Milestone Payment to each Company Stockholder pursuant to Section 1.5, (vi) the calculation of Estimated Casheach Company Stockholder’s Pro Rata Share (as of immediately prior to the Effective Time), Estimated Working Capital, Estimated Indebtedness, Estimated (vii) the amount of Unpaid Transaction Expenses and a funds flow memorandum setting forth applicable wire transfer instructions with respect thereto and (viii) any information or other documentation that is reasonably requested or required by Parent, including any information relating to cost basis reporting under Section 6045 of the Estimated Tax Attribute AmountCode and the Treasury Regulations promulgated thereunder, such as the acquisition date and acquisition price of any Company Capital Stock held by a Person that are “covered securities” within the meaning of Section 6045(g)(3) of the Code. Buyer may make reasonable inquiries All amounts and allocations set forth in the Consideration Schedule shall be conclusive and binding upon the Company and the Company Stockholders and neither Parent or the Merger Subs, nor, after Closing, the Final Surviving Entity shall have any obligation to verify the accuracy of the Consideration Schedule. In the event of any inconsistency between the Consideration Schedule and any provision of the Company regarding Certificate or any other document, the Estimated Closing StatementConsideration Schedule shall control in all respects. The Consideration Schedule shall be revised by the parties to reflect the resolution of any disputes pursuant to Section 2.2(a), and any increase in order that Buyer may independently review, examine Closing Indebtedness and evaluate the Estimated Closing Statement and the application Unpaid Transaction Expenses following Parent’s receipt of the Accounting Principles in respect of the determination of the applicable components of the Estimated Closing Statement, the Company shall, on reasonable request, provide Buyer and its Representatives with copies of financial and other pertinent information and reasonable access during business hours final invoices pursuant to the Company’s and Seller’s Representatives. The Company shall consider in good faith any potential adjustments to the Estimated Closing Statement proposed by Buyer Section 2.2(c). (c) No later than two (2) Business Days prior to the Closing Date, the Company shall obtain and make deliver to Parent accurate and complete copies of: written acknowledgements pursuant to which any corresponding changes Person that is entitled to any Transaction Expenses acknowledges (X) the total amount of Transaction Expenses that has been incurred and paid to such Person prior to the Estimated Closing Statement that Date has been incurred and remains payable to such Person and (Y) that, upon payment of such remaining payable amount at the Company reasonably deems appropriate based on Buyer’s proposed adjustments Closing (in which caseor when otherwise due), such updated Estimated Closing Statement Person shall constitute the Estimated Closing Statement be paid in full and shall not be deemed owed any other amount by any of Parent, the Final Surviving Entity, and or their respective Affiliates, in each case for services provided prior to have been timely delivered in accordance with this Section 2.3); provided that the obligations of Seller to consider in good faith any proposed adjustments shall in no event require that the anticipated Closing Date be postponed or otherwise delayed; provided, further, that no such proposed adjustments shall in any way prejudice the process following the Closing set forth in Section 2.6Closing.

Pre-Closing Deliveries. At least five four (4) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer Parent a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (a) the Company’s a good faith estimate of (ia) Cash Closing Working Capital and the resulting Working Capital Excess (the “Estimated CashWorking Capital Excess”) or Working Capital Shortfall (the “Estimated Working Capital Shortfall”), (iib) Working Capital the amount of the Company Expenses (the “Estimated Working CapitalCompany Expenses”), (iiic) the amount of Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (ivd) Transaction Expenses the amount of Closing Date Cash (the “Estimated Transaction ExpensesClosing Date Cash”), in each case prepared in accordance with the Balance Sheet Rules and (e) the resulting Aggregate Closing Merger Consideration (the “Estimated Aggregate Closing Merger Consideration”), the Per Share Amount and a schedule of (A) the portion of the Aggregate Closing Merger Consideration payable to each Stockholder (assuming for the purposes of such schedule that all Stockholders have timely delivered Letters of Transmittal), (B) the In-the-Money Option Payment payable to each Optionholder as determined in accordance with Section 3.2(b) and (vC) the Tax Attribute Amount Restricted Stock Unit Payment payable to each RSU Holder as determined in accordance with Section 3.2(c) (the “Estimated Tax Attribute AmountPayment Schedule”) and (b) the resulting calculation of the Initial Purchase Price), together with such reasonable supporting schedules as appropriate, documentation with respect to the calculation of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses and determination thereof as may be reasonably appropriate in the Estimated Tax Attribute Amount. Buyer may make Company’s reasonable inquiries of discretion to support the Company regarding calculations set forth in the Estimated Closing Statement, . Parent (and in order that Buyer may independently review, examine its Agents) shall be afforded an opportunity to review and evaluate comment on the Estimated Closing Statement and the application of the Accounting Principles in respect of the determination of the applicable components of the Estimated Closing Statementsuch accompanying estimates or reasonable supporting documentation, and the Company shall, on will use commercially reasonable request, provide Buyer efforts to consider any good faith comments of Parent and its Representatives with copies of financial and other pertinent information and reasonable access during business hours Agents which are delivered to the Company’s and Seller’s Representatives. The Company shall consider in good faith any potential adjustments to the Estimated Closing Statement proposed by Buyer at least two (2) Business Days prior to the Closing and make any corresponding changes to Date, provided, for the Estimated Closing Statement that avoidance of doubt, neither Parent nor the Company reasonably deems appropriate based on Buyer’s proposed adjustments (in which case, such updated Estimated Closing Statement shall constitute the Estimated Closing Statement and shall be deemed to have been timely delivered in accordance with this Section 2.3); provided that the obligations of Seller to consider in good faith any proposed adjustments shall in no event require that the anticipated Closing Date be postponed or otherwise delayed; provided, further, that no such proposed adjustments shall in any way prejudice the process following delay the Closing set forth in Section 2.6because of such comments.

Pre-Closing Deliveries. At least five Business Days (i) Prior to Closing, the Seller shall have delivered to the Buyer a statement (the “Closing Date Indebtedness Statement”), signed on behalf of the Seller by the Chief Financial Officer of the Seller, setting forth, by creditor, the aggregate amount of Indebtedness of the Seller outstanding as of immediately prior to the Closing Date, (the Company shall prepare and deliver to Buyer a written statement (“Estimated Closing Statement”) setting forth in reasonable detail (a) the Company’s good faith estimate of (i) Cash (“Estimated Cash”), (ii) Working Capital (“Estimated Working Capital”), (iii) Indebtedness (“Estimated Date Indebtedness”), together with, to the extent required to release any Encumbrances on any of the Assets, copies of payoff letters from each such creditor in form and substance satisfactory to Buyer (ivwhich shall include (A) Transaction Expenses (“Estimated Transaction Expenses”) the aggregate payment necessary to be made at Closing in order to satisfy in full the Indebtedness owed by the Seller to such creditor, including all principal, interest, fees, prepayment penalties or other amounts due or owing with respect thereto, and (vB) an agreement by the Tax Attribute Amount creditor to release, and authorizing the Buyer and its representatives to release, any Encumbrances on any of the Assets securing such Indebtedness upon payment of the amount stated in the payoff letter, including authorization to file UCC termination statements) (the “Estimated Tax Attribute AmountRequired Payoff Letters”), wire transfer instructions for each holder of Closing Date Indebtedness, and such additional documentation or information as the Buyer may reasonably request. Seller hereby authorizes the Buyer, on behalf of the Seller, to take any and all actions that the Seller is authorized to take pursuant to the terms of the Required Payoff Letters in order to terminate any Encumbrances on any of the Assets. (ii) and Prior to Closing, the Seller shall have delivered to the Buyer (bA) the resulting a good faith estimated Closing Balance Sheet, prepared in accordance with GAAP, (B) a written calculation of the Initial Purchase Priceestimated Closing Working Capital as of the end of the day immediately preceding the Closing Date derived from such estimated Closing Balance Sheet, together with reasonable supporting schedules as appropriateand (C) based on such estimated Closing Working Capital calculation, with respect to the a calculation of Estimated Cash, the estimated Working Capital Adjustment (the “Estimated Working CapitalCapital Adjustment”), Estimated Indebtedness, Estimated Transaction Expenses and the Estimated Tax Attribute Amount. Buyer may make reasonable inquiries of the Company regarding the Estimated Closing Statement, and in order that Buyer may independently review, examine and evaluate the Estimated Closing Statement and the application of the Accounting Principles in respect of the determination of the applicable components of the Estimated Closing Statement, the Company shall, on reasonable request, provide Buyer and its Representatives with copies of financial and other pertinent information and reasonable access during business hours which shall be subject to the Company’s and Seller’s Representatives. The Company shall consider in good faith any potential adjustments to the Estimated Closing Statement proposed by Buyer prior to the Closing and make any corresponding changes to the Estimated Closing Statement that the Company reasonably deems appropriate based on Buyer’s proposed adjustments (in which case, such updated Estimated Closing Statement shall constitute the Estimated Closing Statement and shall be deemed to have been timely delivered in accordance with this Section 2.3); provided that the obligations of Seller to consider in good faith any proposed adjustments shall in no event require that the anticipated Closing Date be postponed or otherwise delayed; provided, further, that no such proposed adjustments shall in any way prejudice the process following the Closing set forth in Section 2.6reasonable approval.

Pre-Closing Deliveries. At least five Business Days three (3) business days prior to the Closing, the Company will furnish to the Buyer (i) a certificate (the “Estimated Purchase Price Certificate”) setting forth (A) an itemized good faith and reasonable estimate of the Closing Indebtedness (if any) and (B) a calculation of the Estimated Purchase Price based thereon; (ii) a payoff letter from each holder of Closing Indebtedness (other than Change of Control Obligations), if any, (A) indicating the amount required to discharge such indebtedness at Closing and (B) including, if such indebtedness is secured by any Liens, an undertaking to release such Liens upon receipt of the stated payoff amount; (iii) final bills and wire transfer instructions for the payees of Sellers’ Expenses; and (iv) the Payment Spreadsheet (as defined in Section 1.6 (Payments to Securityholders)) below. The Estimated Purchase Price Certificate shall be accompanied by an estimated unaudited consolidated balance sheet of the Company as of the opening of business on the Closing Date, the Company which shall prepare be prepared in accordance with IFRS (other than deferred revenue, and deliver to Buyer a written statement (“Estimated Closing Statement”corresponding offsetting balances, which shall be prepared in accordance with US GAAP) setting forth in reasonable detail (a) applied consistently with the Company’s good faith estimate of past practices (i) Cash (“Estimated Cash”to the extent such past practices are consistent with IFRS), (ii) Working Capital (“Estimated Working Capital”), (iii) Indebtedness (“Estimated Indebtedness”), (iv) Transaction Expenses (“Estimated Transaction Expenses”) except that such estimated balance sheet may exclude all footnotes and (v) the Tax Attribute Amount (“Estimated Tax Attribute Amount”) and (b) the resulting calculation of the Initial Purchase Price, together with reasonable supporting schedules as appropriate, with respect to the calculation of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses and the Estimated Tax Attribute Amount. Buyer may make reasonable inquiries of the Company regarding the Estimated Closing Statementthat deferred revenue, and corresponding offsetting balances, shall be calculated and presented in order that Buyer may independently review, examine and evaluate the Estimated Closing Statement and the application of the Accounting Principles in respect of the determination of the applicable components of the Estimated Closing Statement, the Company shall, on reasonable request, provide Buyer and its Representatives accordance with copies of financial and other pertinent information and reasonable access during business hours to the Company’s and Seller’s RepresentativesUS GAAP. The Company shall consider also promptly provide to the Buyer such relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, as the Buyer shall reasonably request. If the Buyer objects to the Estimated Purchase Price Certificate, the Company and the Buyer will work together in good faith any potential adjustments to resolve the issues in dispute. If all disputed issues are resolved, the amounts as agreed ActiveUS 136966801v.1 upon by the Buyer and the Company shall be used to determine the Estimated Closing Statement proposed by Purchase Price. If the Buyer prior and the Company are unable to resolve all such disputed issues within two (2) business days following the Closing and make any corresponding changes to Buyer’s receipt of the Estimated Closing Statement that the Company reasonably deems appropriate based on Buyer’s proposed adjustments (in which casePurchase Price Certificate, such updated Estimated Closing Statement shall constitute the Estimated Closing Statement and Purchase Price shall be deemed to have been timely delivered in accordance with this Section 2.3); provided that as determined by the obligations of Seller to consider in good faith any proposed adjustments shall in no event require that the anticipated Closing Date be postponed or otherwise delayed; provided, further, that no such proposed adjustments shall in any way prejudice the process following the Closing set forth in Section 2.6Buyer.

Pre-Closing Deliveries. At least five No later than the third (3rd) Business Days Day prior to the Closing Date, the Company shall prepare and deliver to Buyer Parent: (a) a written statement certificate (the “Estimated Closing Statement”) of the chief executive officer or chief financial officer of the Company setting forth in reasonable detail (a) the Companysuch officer’s good faith estimate (each, without duplication) of (i) the Cash Amount (the “Estimated CashCash Amount”), (ii) the Debt Amount (the “Estimated Debt Amount”), (iii) the Closing Working Capital (calculated in accordance with Exhibit B) (the “Estimated Working Capital”), and (iv) the Company Transaction Expenses Amount (the “Estimated Company Transaction Expenses Amount”), and based on such estimates, the determination of the Closing Date Merger Consideration and the Closing Date Per Share Merger Consideration for each Company Securityholder; and (b) a spreadsheet (the “Spreadsheet”) setting forth the following information (and any other information that Parent may reasonably request), in form and substance reasonably satisfactory to Parent and accompanied by documentation reasonably satisfactory to Parent in support of the calculation of the information set forth therein: (i) with respect to each Company Stockholder: (i) the name and address of such holder, and, if available, the e-mail address of such holder, (ii) whether such holder is a current or former employee of the Company, (iii) Indebtedness (“Estimated Indebtedness”)the number, class and series of shares of Company Capital Stock held by such holder, (iv) Transaction Expenses the date of acquisition of such shares, (“Estimated Transaction Expenses”v) whether any Taxes are to be withheld in accordance with Section 3.5 from any consideration that such holder is entitled to received hereunder, (vi) the gross consideration that such holder is entitled to receive hereunder, (vii) the Pro Rata Share of such holder and the amounts deemed contributed by such holder into the Escrow Account and Representative Expense Fund, and (viii) the net amounts to be paid to such holder hereunder after deduction of the foregoing amounts. (ii) with respect to each Company Option: (i) the name, and if available the address and e-mail address of such holder, (ii) whether such holder is an employee, consultant, director or officer of the Company, (iii) the grant date and expiration date thereof, (iv) the vesting schedule (including all acceleration provisions) applicable to such Company Option and the extent to which such Company Option is vested as of immediately prior to the Effective Time, (v) the exercise price per share and the number, class and series of shares of Company Capital Stock underlying such Company Option immediately prior to the Closing, (vi) whether such Company Option is a nonstatutory option or qualifies as an incentive stock option as defined in Section 422 of the Code, (vii) the Pro Rata Share of such holder and the amounts deemed contributed by such holder into the Escrow Account and Representative Expense Fund, (viii) the net amounts to be paid to such holder hereunder after deduction of the foregoing amounts, and (ix) with respect to each Cashed Out Company Option, the net amount of the portion of the Option Cancellation Payment to be paid to such holder hereunder at the Closing after deduction of withholding taxes; (iii) with respect to each Company Warrant: (i) the name and address of the holder thereof, and, if available, the e-mail address of such holder, (ii) the number, class and series of shares of Company Capital Stock underlying such Company Warrant immediately prior to the Closing, (iii) the exercise price per share, (iv) the Pro Rata Share of such holder and the amounts deemed contributed by such holder into the Escrow Account and Representative Expense Fund, and (v) the Tax Attribute Amount (“Estimated Tax Attribute Amount”) and (b) the resulting calculation net amounts to be paid to such holder hereunder after deduction of the Initial Purchase Price, together with reasonable supporting schedules as appropriate, foregoing amounts; and (iv) with respect to each Convertible Note: (i) the calculation of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses name and the Estimated Tax Attribute Amount. Buyer may make reasonable inquiries address of the Company regarding the Estimated Closing Statementholder thereof, and in order that Buyer may independently reviewand, examine and evaluate the Estimated Closing Statement and the application of the Accounting Principles in respect of the determination of the applicable components of the Estimated Closing Statementif available, the Company shalle-mail address of such holder, on reasonable request, provide Buyer (ii) the outstanding principal and its Representatives with copies of financial and other pertinent information and reasonable access during business hours to the Company’s and Seller’s Representatives. The Company shall consider in good faith any potential adjustments to the Estimated Closing Statement proposed by Buyer interest underlying such Convertible Note immediately prior to the Closing Closing, (iii) the exercise price per share, (iv) the Pro Rata Share of such holder and make any corresponding changes the amounts deemed contributed by such holder into the Escrow Account and Representative Expense Fund, and (v) the net amounts to be paid to such holder hereunder after deduction of the Estimated Closing Statement that the Company reasonably deems appropriate based on Buyer’s proposed adjustments (in which case, such updated Estimated Closing Statement shall constitute the Estimated Closing Statement and shall be deemed to have been timely delivered in accordance with this Section 2.3); provided that the obligations of Seller to consider in good faith any proposed adjustments shall in no event require that the anticipated Closing Date be postponed or otherwise delayed; provided, further, that no such proposed adjustments shall in any way prejudice the process following the Closing set forth in Section 2.6foregoing amounts.

Pre-Closing Deliveries. At least five (a) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimate of (i) Closing Working Capital, (ii) Closing Indebtedness and (iii) Unpaid Transaction Expenses. The Company shall consult with Parent and its accountants with respect to the preparation of the Estimated Closing Statement and shall deliver appropriate supporting documentation, in detail reasonably acceptable to Parent, concurrently with the delivery of the Estimated Closing Statement. Parent and its Representatives shall have reasonable access during normal business hours to the books, records and officers of the Company to the extent reasonably required in connection with their review of the Estimated Closing Statement and the components thereof. If prior to the Closing Date, Parent disputes all or any portion of the Estimated Closing Statement, the chief financial officers (or any executive functionally serving such role) of the Company and Parent shall promptly meet and seek in good faith to resolve the dispute(s). Such parties shall resolve in good faith any disagreements concerning the Estimated Closing Statement and the components thereof prior to the Closing and in all cases the Estimated Closing Statement shall be in form and substance reasonably satisfactory to Parent prior to the Closing. (b) No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer Parent a written statement schedule in spreadsheet format (the “Estimated Closing StatementConsideration Schedule”) setting forth ), in reasonable detail (a) form and substance reasonably satisfactory to Parent and certified as complete and correct by the Company’s good faith estimate chief executive officer, setting forth all of the following information as of immediately prior to the Closing: (i) Cash (“Estimated Cash”)the names of all of the Company Stockholders and their respective addresses and, to the extent known by the Company, their respective e-mail addresses, (ii) Working the number and type of shares of Company Capital (“Estimated Working Capital”)Stock held by such Company Stockholders and the respective certificate numbers representing such shares, (iii) Indebtedness (“Estimated Indebtedness”)the date of acquisition of shares of Company Capital Stock, (iv) Transaction Expenses (“Estimated Transaction Expenses”) the calculation of the Fully Diluted Common Number and the Aggregate Closing Parent Shares, (v) the Tax Attribute calculation of aggregate cash amounts or Parent Series B Preferred Shares releasable to each Company Stockholder at Closing pursuant to Section 1.5 assuming each Company Stockholder is paid either a cash amount or Parent Series B Preferred Shares pursuant to Section 1.5, (vi) the calculation of aggregate cash amounts or Parent Series B Preferred Shares releasable to each Company Stockholder pursuant to Section 1.9(a) assuming the full release of the Roche Holdback Amount and assuming each Company Stockholder is paid either a cash amount or Parent Series B Preferred Shares pursuant to Section 1.9(a), (“Estimated Tax Attribute Amount”vii) the calculation of aggregate cash amounts or Parent Series B Preferred Shares payable or issuable, respectively, to each Company Stockholder pursuant to Section 8.8(c) assuming the full release of the Indemnification Holdback Amount and assuming each Company Stockholder is paid either a cash amount or Parent Series B Preferred Shares pursuant to Section 8.8(c), (viii) the calculation of each Company Stockholder’s Pro Rata Share, and (bix) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Parent. All amounts and allocations set forth in the resulting calculation Consideration Schedule shall be conclusive and binding upon the Company and the Company Stockholders and neither Parent or Merger Sub, nor, after Closing, the Surviving Corporation shall have any obligation to verify the accuracy of the Initial Purchase PriceConsideration Schedule. In the event of any inconsistency between the Consideration Schedule and any provision of the Company Certificate or any other document, together the Consideration Schedule shall control in all respects. (c) No later than two (2) Business Days prior to the Closing Date, the Company shall obtain and deliver to Parent accurate and complete copies of: (i) with reasonable supporting schedules respect to each item of Indebtedness of the Company (other than the TRV Indebtedness, but including the [***] to the extent such [***] is not converted to shares of Company Capital Stock prior to the Closing), if any, a payoff letter, dated no more than three (3) Business Days prior to the Closing Date and in form and substance reasonably satisfactory to Parent, from the lender of such item of Indebtedness and setting forth the amounts payable to such lender to (A) fully satisfy and discharge such Indebtedness as appropriateof the Closing and (B) terminate and release any Encumbrances related thereto (each, a “Payoff Letter”); and (ii) an invoice from each advisor or other service provider to the Company, dated no more than three (3) Business Days prior to the Closing Date, with respect to the calculation of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated all Transaction Expenses due and payable to such advisor or other service provider, as the Estimated Tax Attribute Amount. Buyer case may make reasonable inquiries be, as of the Company regarding the Estimated Closing Statement, and in order that Buyer may independently review, examine and evaluate the Estimated Closing Statement and the application of the Accounting Principles in respect of the determination of the applicable components of the Estimated Closing Statement, the Company shall, on reasonable request, provide Buyer and its Representatives with copies of financial and other pertinent information and reasonable access during business hours to the Company’s and Seller’s Representatives. The Company shall consider in good faith any potential adjustments to the Estimated Closing Statement proposed by Buyer prior to the Closing and make any corresponding changes to the Estimated Closing Statement that the Company reasonably deems appropriate based on Buyer’s proposed adjustments (in which case, such updated Estimated Closing Statement shall constitute the Estimated Closing Statement and shall be deemed to have been timely delivered in accordance with this Section 2.3); provided that the obligations of Seller to consider in good faith any proposed adjustments shall in no event require that the anticipated Closing Date be postponed or otherwise delayed; provided, further, that no such proposed adjustments shall in any way prejudice the process following the Closing set forth in Section 2.6Date.

Pre-Closing Deliveries. At least (a) No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimate of (i) Closing Indebtedness, (ii) Unpaid Transaction Expenses and (iii) Closing Cash. The Company shall consult with Parent and its accountants with respect to the preparation of the Estimated Closing Statement and shall deliver appropriate supporting documentation, in detail reasonably acceptable to Parent, concurrently with the delivery of the Estimated Closing Statement. Parent and its Representatives shall have reasonable access during normal business hours to the books, records and officers of the Company to the extent reasonably required in connection with their review of the Estimated Closing Statement and the components thereof. If prior to the Closing Date, Parent disputes all or any portion of the Estimated Closing Statement, the Company and Parent shall promptly meet and resolve in good faith any disagreements concerning the Estimated Closing Statement and the components thereof prior to the Closing. (b) No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer Parent a written statement schedule in spreadsheet format (the “Estimated Closing StatementConsideration Schedule”) setting forth ), in reasonable detail (a) form and substance reasonably satisfactory to Parent and certified as complete and correct by the Company’s good faith estimate chief executive officer, setting forth all of the following information as of immediately prior to the Closing: (i) Cash (“Estimated Cash”)the names of all of the Company Stockholders and their respective addresses and, to the extent known by the Company, their respective e-mail addresses, (ii) Working the number and type of shares of Company Capital (“Estimated Working Capital”)Stock held by such Company Stockholders and the respective certificate numbers representing such shares, (iii) Indebtedness (“Estimated Indebtedness”)the number of shares of Company Capital Stock held by such Company Stockholders that constitute Company Restricted Shares and the vesting schedule thereof, (iv) Transaction Expenses (“Estimated Transaction Expenses”) and the date of acquisition of shares of Company Capital Stock, (v) the Tax Attribute Amount calculation of the Fully Diluted Common Shares and the Aggregate Closing Parent Shares, (vi) the calculation of aggregate cash amounts or Parent Series A-1 Preferred Shares releasable to each Company Stockholder at Closing pursuant to Section 1.6, (vii) the calculation of each Company Stockholder’s Pro Rata Share (as of immediately prior to the Effective Time) and Indemnity Pro Rata Share, (viii) a funds flow memorandum setting forth applicable wire transfer instructions and (ix) if required, any information relating to cost basis reporting under Section 6045 of the Code and the Treasury Regulations promulgated thereunder, such as the acquisition date and acquisition price of any Company Capital Stock held by a Person that are “Estimated Tax Attribute Amount”covered securities” within the meaning of Section 6045(g)(3) of the Code. All amounts and allocations set forth in the Consideration Schedule shall be conclusive and binding upon the Company and the Company Stockholders and neither Parent or Merger Sub, nor, after Closing, the Surviving Corporation shall have any obligation to verify the accuracy of the Consideration Schedule. In the event of any inconsistency between the Consideration Schedule and any provision of the Company Certificate or any other document, the Consideration Schedule shall control in all respects. The Consideration Schedule shall be revised by the parties to reflect the resolution of any disputes pursuant to Section 2.2(a), the amount of Closing Cash, any increase in Closing Indebtedness and Unpaid Transaction Expenses following Parent’s receipt of the Payoff Letters and final invoices pursuant to Section 2.2(c). An illustrative Consideration Schedule prepared under the assumption that the Closing was required to occur on the date of this Agreement is set forth in Section 2.2(b) of the Company Disclosure Schedule; provided that such illustrative Consideration Schedule need not contain the addresses of Company Stockholders or information that is responsive to clauses (viii) and (bix) above. (c) No later than three (3) Business Days prior to the resulting calculation of Closing Date, the Initial Purchase Price, together with reasonable supporting schedules as appropriate, Company shall obtain and deliver to Parent accurate and complete copies of: (i) with respect to the calculation each item of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses and the Estimated Tax Attribute Amount. Buyer may make reasonable inquiries Indebtedness of the Company regarding the Estimated Closing Statement, and in order that Buyer may independently review, examine and evaluate the Estimated Closing Statement and the application of the Accounting Principles for borrowed money (other than in respect of the determination of the applicable components of the Estimated Closing StatementParent Bridge Note), the Company shallif any, on reasonable requesta payoff letter, provide Buyer and its Representatives with copies of financial and other pertinent information and reasonable access during business hours to the Company’s and Seller’s Representatives. The Company shall consider in good faith any potential adjustments to the Estimated Closing Statement proposed by Buyer dated no more than three (3) Business Days prior to the Closing Date and make in form and substance reasonably satisfactory to Parent, from the lender of such item of Indebtedness and setting forth the amounts payable to such lender to (A) fully satisfy and discharge such Indebtedness as of the Closing and (B) terminate and release any corresponding changes to the Estimated Closing Statement that the Company reasonably deems appropriate based on Buyer’s proposed adjustments Encumbrances related thereto (in which caseeach, such updated Estimated Closing Statement shall constitute the Estimated Closing Statement and shall be deemed to have been timely delivered in accordance with this Section 2.3a “Payoff Letter”); provided and (ii) copies of invoices from any Person that is entitled to any Transaction Expenses of the obligations type described under clause (a) of Seller to consider in good faith any proposed adjustments shall in no event require that the anticipated Closing Date be postponed or otherwise delayed; provided, further, that no such proposed adjustments shall in any way prejudice the process following the Closing set forth in Section 2.6definition of “Transaction Expenses”.

Pre-Closing Deliveries. At least five Business Days A. On or prior to the Closing Date, the City and the Company shall prepare and deliver or cause to Buyer a written statement (“Estimated Closing Statement”) setting forth in reasonable detail (a) be delivered to the Company’s good faith estimate of (i) Cash (“Estimated Cash”), (ii) Working Capital (“Estimated Working Capital”), (iii) Indebtedness (“Estimated Indebtedness”), (iv) Transaction Expenses (“Estimated Transaction Expenses”) and (v) the Tax Attribute Amount (“Estimated Tax Attribute Amount”) and (b) the resulting calculation Underwriter an executed copy of the Initial Purchase PriceOfficial Statement, together with reasonable supporting schedules as appropriate, with respect to executed on behalf of the calculation of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses City and the Estimated Tax Attribute Amount. Buyer may make reasonable inquiries of the Company regarding the Estimated Closing Statementby its Mayor and designated corporate officer, and in order that Buyer may independently review, examine and evaluate the Estimated Closing Statement and the application of the Accounting Principles in respect of the determination of the applicable components of the Estimated Closing Statement, the Company shall, on reasonable request, provide Buyer and its Representatives with copies of financial and other pertinent information and reasonable access during business hours to the Company’s and Seller’s Representatives. The Company shall consider in good faith any potential adjustments to the Estimated Closing Statement proposed by Buyer respectively. B. On or prior to the Closing and make any corresponding changes Date, the City shall deliver or cause to be delivered to the Estimated Underwriter a certified copy of the Bond Resolution authorizing the issuance of the Bonds, which shall include the authorization of the execution, delivery and performance of this Contract, among other things, together with such reasonable number of copies of the foregoing as the Underwriter shall request. C. On or prior to the Closing Date, the City and the Corporate Entities shall coordinate efforts to deliver or cause to be delivered to the Underwriter an executed copy of all Transaction Documents to which they are a party. D. The City and the Corporate Entities hereby authorize any and all of the material described above in subsections A, B and C of this Section 3, including specifically the Bond Resolution, the Official Statement, the audited financial statements of the Corporate Entities, the Transaction Documents to which the City or the Corporate Entities are or are to be a party and the information contained in the Official Statement that and the Bond Resolution, for use in connection with the offering and sale of the Bonds. The City and the Company reasonably deems appropriate based on Buyer’s proposed adjustments (hereby ratify, approve, and consent to the use and distribution by the Underwriter to prospective purchasers of the Bonds, prior to the date hereof, of the Official Statement in which caseconnection with the offering and sale of the Bonds. The City and the Company hereby agrees to furnish such information, execute such updated Estimated Closing Statement shall constitute instruments and take such other action in cooperation with the Estimated Closing Statement Underwriter as the Underwriter may deem necessary in order to qualify the Bonds for offering and shall be deemed to have been timely delivered in accordance with this Section 2.3); provided that sale under the obligations “Blue Sky” or other securities laws and regulations of Seller to consider in good faith any proposed adjustments shall in no event require that such states and other jurisdictions of the anticipated Closing Date be postponed or otherwise delayedUnited States as the Underwriter may designate; provided, furtherhowever, that no such proposed adjustments the City shall in not be required to file any way prejudice general consents to services of process under the process following laws of any state or to comply with any other requirements deemed by the Closing set forth in Section 2.6City to be unduly burdensome.

Pre-Closing Deliveries. At (a) Prior to the Closing, the Company shall prepare, and at least five three (3) Business Days prior to the Closing DateClosing, the Company shall prepare and deliver to Buyer Purchaser a written statement (the “Estimated Closing Statement”) setting forth forth, in reasonable detail (a) each case, as of 11:59 p.m. Eastern time on the Business Day immediately preceding the Closing Date, the Company’s good faith estimate of the following: (i) Cash (“the Estimated Cash”)Working Capital Payment, (ii) Working Capital the Unaccrued Receivables Adjustment, (iii) the Houston Adjustment Amount, (iv) the Transaction Expenses, (v) the aggregate amount of the Change of Control Payments, (vi) the aggregate amount of the Holdback Reserves, (vii) the aggregate amount of all obligations under the Credit Agreement to be outstanding immediately prior to the Closing (the “Estimated Working CapitalCredit Agreement Payoff Amount”) and the aggregate amount of all other Indebtedness of any of the Transferred Entities (other than the WP Notes Amount), (viii) the Deferred Compensation Amount, (ix) the Non-Consenting Client Adjustment, and (x) the Aggregate Cash Amount and the Aggregate Stock Value. (b) No later than three (3) Business Days prior to the Closing, the Company shall deliver to Purchaser a written statement (the “Incentive Unit Payment Schedule”) setting forth the Aggregate Incentive Unit Cash Amount and, for each Incentive Unit outstanding immediately prior to the Company Merger Effective Time, the amount in cash equal to the portion of the Aggregate Incentive Unit Cash Amount payable in respect of each such Incentive Unit, calculated in accordance with the terms of the LLC Agreement, as though the Company had distributed an amount of cash to all members of the Company equal to the Aggregate Cash Amount plus the Aggregate Stock Value pursuant to Section 7.1 of the LLC Agreement, as determined by the Board of Managers of the Company. (c) No later than two (2) Business Days prior to the Closing, the Transferred Entities shall deliver to Purchaser a customary payoff letter (the “Payoff Letter”) in a form reasonably acceptable to Purchaser from and executed (or to be executed no later than the Closing Date) by the administrative agent under the Credit Agreement showing the Credit Agreement Payoff Amount. (d) No later than three (3) Business Days prior to the Closing, XX Xxxxxxx shall deliver to Purchaser a written statement (the “WP Notes Payment Statement”) setting forth the WP Notes Amount and instructions for repayment, at the Closing and in accordance with the provisions of this Article II, of the WP Notes Amount to WP X Finance, L.P. and Warburg Pincus X Partners, L.P. or any of their Affiliates designated in the WP Notes Payment Statement. (e) Prior to the Closing, the Transferred Entities shall use commercially reasonable efforts to obtain a, and shall deliver no later than three (3) Business Days prior to the Closing any so obtained, properly completed and duly executed letter of transmittal in the form attached as Exhibit D, together with any document or form expressly required thereby (the “Letter of Transmittal”) from each holder of Convertible Interests. (f) No later than two (2) Business Days prior to the Closing, the Company and XX Xxxxxxx shall prepare in consultation with Management Blocker and deliver to Purchaser a spreadsheet and a certificate signed on behalf of XX Xxxxxxx and the Company by an authorized officer of XX Xxxxxxx and the Company, respectively (such certificate and updated spreadsheet, the “Conversion Number Certificate), setting forth (i) the total number of shares of common stock of XX Xxxxxxx, par value $0.01 (the “XX Xxxxxxx Stock”) outstanding immediately prior to the First Effective Time (other than the Cancelled XX Xxxxxxx Stock) (such total number of shares, the “Convertible XX Xxxxxxx Stock”) and the holders thereof, (ii) the total number of Common Units outstanding immediately prior to the Company Merger Effective Time and the holders thereof (other than the Rolled Company Interests and the Cancelled Company Interests) (such total number of Common Units, the “Convertible Common Units” and, together with the Convertible XX Xxxxxxx Stock, the “Convertible Interests”), (iii) Indebtedness (“Estimated Indebtedness”), the WP Notes Amount and (iv) Transaction Expenses (“Estimated Transaction Expenses”) and (v) the Tax Attribute Amount (“Estimated Tax Attribute Amount”) and (b) the resulting Company’s calculation of the Initial Purchase PriceFirst Merger Cash Number, together with reasonable supporting schedules as appropriate, with respect to the calculation of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses and the Estimated Tax Attribute Amount. Buyer may make reasonable inquiries of the Company regarding the Estimated Closing Statement, and in order that Buyer may independently review, examine and evaluate the Estimated Closing Statement and the application of the Accounting Principles in respect of the determination of the applicable components of the Estimated Closing StatementFirst Merger Stock Number, the Company shall, on reasonable request, provide Buyer Merger Cash Number and its Representatives with copies of financial and other pertinent information and reasonable access during business hours to the Company’s and Seller’s Representatives. The Company shall consider in good faith any potential adjustments to the Estimated Closing Statement proposed by Buyer prior to the Closing and make any corresponding changes to the Estimated Closing Statement that the Company reasonably deems appropriate based on Buyer’s proposed adjustments (in which case, such updated Estimated Closing Statement shall constitute the Estimated Closing Statement and shall be deemed to have been timely delivered in accordance with this Section 2.3); provided that the obligations of Seller to consider in good faith any proposed adjustments shall in no event require that the anticipated Closing Date be postponed or otherwise delayed; provided, further, that no such proposed adjustments shall in any way prejudice the process following the Closing set forth in Section 2.6Merger Stock Number.

Pre-Closing Deliveries. (i) At least five Business Days two (2) days prior to the Closing DateClosing, the Company shall prepare and deliver will furnish to Buyer the Purchaser (A) a written statement (“Estimated Closing Statement”) certificate signed by the Company setting forth in reasonable detail the Company’s (aI) estimated Closing Working Capital, including an itemization of the components of Closing Working Capital, and (II) the Company’s good faith estimate estimated calculation of the Cash Consideration (i) Cash (the “Estimated CashCash Consideration Certificate”), (B) a payoff letter, in form and substance satisfactory to the Purchaser, from each holder of Repaid Indebtedness indicating the amount required to discharge in full such Repaid Indebtedness at Closing and stating that, upon payment at the Closing of the amounts set forth in such payoff letter, such amount of Repaid Indebtedness will be fully paid, satisfied and discharged in its entirety and, if such Repaid Indebtedness is secured, an undertaking by such holder to discharge at Closing any Liens (as hereinafter defined) securing such Repaid Indebtedness, (C) a final xxxx and wire transfer instructions from each payee of any portion of the Sellers’ Expenses, provided, however, that if any such payee delivers to the Purchaser and the Company a letter stating that it will seek payment of any portion of the Sellers’ Expenses solely from the Equityholders, such portion shall not be deemed to be part of the Sellers’ Expenses for purposes of Section 1.2(b), (D) a schedule that provides a breakdown by recipient and amount of all Employee Bonuses, and (E) a flow of funds memorandum (the “Funds Flow”) that sets forth the applicable payees and wire instructions for all amounts payable under Section 1.2(b)(ii). As used herein, “Liens” mean all liens, claims, encumbrances, security interests and restrictions of any kind. (ii) Working Capital At least five (5) days prior to Closing, the Company will furnish to the Purchaser and the Exchange Agent a schedule in the form attached as Schedule 1.2(a)(ii) (the “Estimated Working CapitalDistribution Schedule”) setting forth the Initial Merger Consideration Per Unit and the Earnout Consideration Per Unit attributable to each class or series (and any issuance date within a series) of Company Equity Interests in accordance with the Company’s limited liability company agreement then in effect. The Purchaser and the Exchange Agent shall be entitled to rely exclusively on the Distribution Schedule in making distributions from the Exchange Fund in accordance with Section 1.3 or otherwise pursuant to this Agreement. (iii) The parties shall execute an escrow agreement as of the date hereof in the form of Exhibit 1.2(a)(iii) (the “Deposit Escrow Agreement”) with BNY Mellon, N.A. (the “Escrow Agent”), and on the date of this Agreement the Purchaser will make or cause to be made to the Escrow Agent a cash payment in the amount of $2,500,000 (iii) Indebtedness (together with all earnings thereon, the “Estimated Indebtedness”), (iv) Transaction Expenses (“Estimated Transaction ExpensesDeposit Escrow”) and (v) the Tax Attribute Amount (“Estimated Tax Attribute Amount”) and (b) the resulting calculation by wire transfer of the Initial Purchase Price, together with reasonable supporting schedules as appropriate, with respect immediately available funds to the calculation account specified by the Escrow Agent in the Deposit Escrow Agreement. As specified in the Deposit Escrow Agreement, following the date of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses this Agreement and until the Deposit Escrow is released pursuant to the terms of this Agreement and the Estimated Tax Attribute Amount. Buyer may make reasonable inquiries of the Company regarding the Estimated Closing Statement, and in order that Buyer may independently review, examine and evaluate the Estimated Closing Statement and the application of the Accounting Principles in respect of the determination of the applicable components of the Estimated Closing StatementDeposit Escrow Agreement, the Company shallmay draw upon the Deposit Escrow for working capital purposes pursuant to a mutually agreed upon cash flow budget. Upon the Closing, on reasonable request, provide Buyer and its Representatives with copies the balance of financial and other pertinent information and reasonable access during business hours to the Company’s and Seller’s Representatives. The Company shall consider in good faith any potential adjustments to the Estimated Closing Statement proposed by Buyer prior to the Closing and make any corresponding changes to the Estimated Closing Statement that the Company reasonably deems appropriate based on Buyer’s proposed adjustments (in which case, such updated Estimated Closing Statement shall constitute the Estimated Closing Statement and Deposit Escrow shall be deemed to have been timely delivered paid in accordance with this Section 2.3); provided that the obligations terms of Seller the Deposit Agreement to consider in good faith any proposed adjustments shall in no event require that the anticipated Closing Date be postponed or otherwise delayed; provided, further, that no such proposed adjustments shall in any way prejudice Purchaser as directed by the process following the Closing set forth in Section 2.6Purchaser.

Pre-Closing Deliveries. At least Sellers will have delivered to Buyer the following documents: (a) No later than five (5) Business Days prior to the Closing Date, the Company Sellers shall prepare cause to be prepared and deliver delivered to Buyer for Buyer’s review and approval a written statement statement, prepared in accordance with this Agreement and the Accounting Principles, setting forth in reasonable detail together with reasonably detailed supporting calculations, information and documentation, Sellers’ good faith estimation of the Closing Cash Consideration (and each component thereof), as well as wire transfer instructions for the payment of the Closing Cash Consideration (collectively with such attachment, the “Estimated Closing Statement”) setting forth in reasonable detail (a) ). During the Company’s good faith estimate period after the delivery of (i) Cash (“Estimated Cash”), (ii) Working Capital (“Estimated Working Capital”), (iii) Indebtedness (“Estimated Indebtedness”), (iv) Transaction Expenses (“Estimated Transaction Expenses”) and (v) the Tax Attribute Amount (“Estimated Tax Attribute Amount”) and (b) the resulting calculation of the Initial Purchase Price, together with reasonable supporting schedules as appropriate, with respect to the calculation of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses and the Estimated Tax Attribute Amount. Buyer may make reasonable inquiries of the Company regarding the Estimated Closing Statement, and in order that Buyer may independently review, examine and evaluate the Estimated Closing Statement and prior to the application Closing Date, Buyer shall have an opportunity to review the Estimated Closing Statement and Sellers shall provide Buyer and its Representatives reasonable access to (i) the properties and Books and Records relating to the Transferred Entities, the Fund Vehicles and Portfolio Investments (to the extent within its control) and to be transferred pursuant to this Agreement, and (ii) the officers and other employees of Sellers and their Affiliates to the Accounting Principles extent reasonably necessary to assist Buyer and its Representatives in respect of the determination of the applicable components their review of the Estimated Closing Statement, the Company shall, on reasonable request, provide . Sellers shall cooperate with Buyer and its Representatives with copies of financial and other pertinent information and reasonable access during business hours to the Company’s and Seller’s Representatives. The Company shall consider in good faith any potential adjustments to mutually agree upon the Estimated Closing Statement in the event Buyer disputes any item proposed by to be set forth on such statement; provided, however, that if Buyer and Sellers are not able to reach mutual agreement prior to the Closing Date and make any corresponding changes to such Estimated Closing Statement is prepared in good faith, then absent manifest error, the amounts set forth in the Estimated Closing Statement that provided by Sellers to Buyer, as modified to include any changes agreed to by Sellers and Buyer, shall control for the Company reasonably deems appropriate based on Buyer’s proposed adjustments (in which casepurposes of determining the Closing Cash Consideration for the Closing, such updated Estimated Closing Statement shall constitute the Estimated Closing Statement subject to adjustment pursuant to Section 2.5 and shall be deemed to have been timely delivered in accordance with this Section 2.3); provided that the obligations of Seller to consider in good faith any proposed adjustments shall in no event require that the anticipated Closing Date be postponed or otherwise delayed; provided, further, that no such proposed adjustments shall in any way prejudice the process 2.6 following the Closing set forth in Section 2.6Closing. (b) Final bills and wire-transfer instructions from each obligee of any Transaction Expenses.

Pre-Closing Deliveries. At least five Business Days (i) Prior to Closing, the Seller Entities shall have delivered to the Buyer a statement (the "Closing Date Indebtedness Statement"), signed on behalf of the Seller Entities by the Chief Financial Officer of each Seller Entity, setting forth, by creditor (including all creditors who are Affiliates or related parties of the Seller Entities), the aggregate amount of Indebtedness of the Seller Entities outstanding as of immediately prior to the Closing Date(including any amounts necessary to pay in full all obligations owing under any equipment lease listed on Schedule 2.1(e)(v), including any copier and printer lease listed thereon, for which a fully executed assignment agreement or consent to assignment will not be delivered to the Company Buyer at Closing) (the "Closing Date Indebtedness"), together with, to the extent required to release any Encumbrances on any of the Assets, copies of payoff letters from each such creditor in form and substance satisfactory to the Buyer (which shall prepare and deliver to Buyer a written statement include (“Estimated Closing Statement”) setting forth in reasonable detail (aA) the Company’s good faith estimate aggregate payment necessary to be made at Closing in order to satisfy in full the Indebtedness owed by the Seller Entity to such creditor, including all principal, interest, fees, prepayment penalties or other amounts due or owing with respect thereto, and (B) an agreement by the creditor to release, and authorizing the Buyer and its representatives to release, any Encumbrances on any of the Assets securing such Indebtedness upon payment of the amount stated in the payoff letter, including the authorization to file UCC termination statements) (i) Cash (“Estimated Cash”the "Required Payoff Letters"), wire transfer instructions for each holder of Closing Date Indebtedness, and such additional documentation or information as the Buyer may reasonably request. The Seller Entities hereby authorize the Buyer to take any and all actions that the Seller Entities are authorized to take pursuant to the terms of the Required Payoff Letters in order to terminate any Encumbrances on any of the Assets. (ii) Working Capital Prior to Closing, the Seller Entities shall have delivered to the Buyer (“Estimated Working Capital”)A) a good faith estimated Closing Balance Sheet, prepared in accordance with GAAP, consistently applied by Seller Entities prior to Closing with such adjustments thereto, if any, as have been mutually agreed upon by Sellers and Buyer prior to Closing, (iiiB) Indebtedness (“Estimated Indebtedness”), (iv) Transaction Expenses (“Estimated Transaction Expenses”) and (v) the Tax Attribute Amount (“Estimated Tax Attribute Amount”) and (b) the resulting a written calculation of the Initial Purchase Priceestimated Closing Working Capital as of the Effective Time derived from such estimated Closing Balance Sheet, together with reasonable supporting schedules as appropriateand (C) based on such estimated Closing Working Capital calculation, with respect a calculation of the estimated Working Capital Adjustment (the "Estimated Working Capital Adjustment"), which shall be subject to the calculation of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses and the Estimated Tax Attribute Amount. Buyer may make Buyer's reasonable inquiries of the Company regarding the Estimated Closing Statement, and in order that Buyer may independently review, examine and evaluate the Estimated Closing Statement and the application of the Accounting Principles in respect of the determination of the applicable components of the Estimated Closing Statement, the Company shall, on reasonable request, provide Buyer and its Representatives with copies of financial and other pertinent information and reasonable access during business hours to the Company’s and Seller’s Representatives. The Company shall consider in good faith any potential adjustments to the Estimated Closing Statement proposed by Buyer prior to the Closing and make any corresponding changes to the Estimated Closing Statement that the Company reasonably deems appropriate based on Buyer’s proposed adjustments (in which case, such updated Estimated Closing Statement shall constitute the Estimated Closing Statement and shall be deemed to have been timely delivered in accordance with this Section 2.3); provided that the obligations of Seller to consider in good faith any proposed adjustments shall in no event require that the anticipated Closing Date be postponed or otherwise delayed; provided, further, that no such proposed adjustments shall in any way prejudice the process following the Closing set forth in Section 2.6approval.

Pre-Closing Deliveries. (i) At least ten Business Days prior to the Closing, the Seller will furnish to the Buyer a certificate (the “Estimated Purchase Price Certificate”) setting forth (i) a good faith estimate of the Closing Net Working Capital; (ii) the Estimated Indebtedness (including Paid Indebtedness); (iii) the estimated Seller’s Expenses that remain unpaid as of the Closing; (iv) a good faith estimate of the Company Cash; and (v) a reasonably detailed calculation of the Purchase Price using the Company’s good faith calculation of the foregoing estimates and other amounts (the “Estimated Purchase Price”). The Estimated Purchase Price Certificate will be prepared in accordance with the Calculation Principles, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the Transactions. The Seller shall (x) provide supporting documentation as may be reasonably requested by the Buyer in order to allow it to review the calculations set forth in the Estimated Purchase Price Certificate, and (y) make appropriate revisions to the Estimated Purchase Price Certificate as are mutually agreed upon by the Seller and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon any proposed revisions to the Estimated Purchase Price Certificate, then, the parties shall use estimates set forth in the Estimated Purchase Price Certificate as prepared by the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions of this Section 1.8; and (ii) At least five Business Days prior to the Closing DateClosing, the Company shall prepare and deliver Buyer will furnish to Buyer the Seller a written statement certificate (the “Estimated Closing StatementFinal Commitments Certificate”) setting forth in reasonable detail (a) the Company’s good faith estimate of (i) Cash (“Estimated Cash”), (ii) Working Capital (“Estimated Working Capital”), (iii) Indebtedness (“Estimated Indebtedness”), (iv) Transaction Expenses (“Estimated Transaction Expenses”) and (v) the Tax Attribute Amount (“Estimated Tax Attribute Amount”) final allocation between each Commitment and (b) the resulting calculation of the Initial Purchase Price, together with reasonable supporting schedules as appropriate, with respect to the calculation of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses and the Estimated Tax Attribute Amount. Buyer may make reasonable inquiries of the Company regarding the Estimated Closing Statement, and in order that Buyer may independently review, examine and evaluate the Estimated Closing Statement and the application of the Accounting Principles in respect of the determination of the applicable components of the Estimated Closing Statement, the Company shall, on reasonable request, provide Buyer and its Representatives with copies of financial and other pertinent information and reasonable access during business hours to the Company’s and Seller’s Representatives. The Company shall consider in good faith any potential adjustments to the Estimated Closing Statement proposed by Buyer prior to the Closing and make any corresponding changes to the Estimated Closing Statement that the Company reasonably deems appropriate based on Buyer’s proposed adjustments (in which case, such updated Estimated Closing Statement shall constitute the Estimated Closing Statement and shall be deemed to have been timely delivered in accordance with this Section 2.3); provided that the obligations of Seller to consider in good faith any proposed adjustments shall in no event require that the anticipated Closing Date be postponed or otherwise delayed; provided, further, that no such proposed adjustments shall in any way prejudice the process following the Closing set forth in Section 2.6Rollover Value.

Pre-Closing Deliveries. (a) At least five (5) Business Days prior to the date hereof, the Sellers’ Representative and the Company prepared and delivered to the Buyer: (i) a balance sheet of the Company as of 11:59 p.m. on the Closing Date, ; (ii) the Company shall prepare and deliver amount of Indebtedness which will be outstanding immediately prior to Buyer a written statement the Closing (“Estimated Closing StatementIndebtedness”) setting forth in reasonable detail which shall not include any debt owed by the Company to the Buyer; (aiii) the Company’s good faith estimate amount of (i) Cash which will be outstanding immediately prior to the Closing (“Estimated Cash”); and (iv) a statement showing the calculation of the Preliminary Purchase Price, including the Transaction Expenses, whenever incurred, to the extent unpaid (ii) Working Capital (such items, collectively, the “Estimated Working CapitalPreliminary Closing Statement”), (iii) Indebtedness (“Estimated Indebtedness”), (iv) Transaction Expenses (“Estimated Transaction Expenses”) and (v) the Tax Attribute Amount (“Estimated Tax Attribute Amount”) and (b) the resulting calculation accompanied by a certificate of the Initial Purchase Price, together with reasonable supporting schedules as appropriate, with respect to the calculation of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses and the Estimated Tax Attribute Amount. Buyer may make reasonable inquiries of the Company regarding the Estimated Closing Statement, and in order that Buyer may independently review, examine and evaluate the Estimated Closing Statement and the application of the Accounting Principles in respect of the determination of the applicable components of the Estimated Closing Statement, the Company shall, on reasonable request, provide Buyer and its Representatives with copies of financial and other pertinent information and reasonable access during business hours to the Company’s and Seller’s Representatives. The Company shall consider in good faith any potential adjustments to Chief Executive Officer certifying that the Estimated Preliminary Closing Statement proposed by Buyer prior to the Closing is complete, correct and make any corresponding changes to the Estimated Closing Statement that the Company reasonably deems appropriate based on Buyer’s proposed adjustments (in which case, such updated Estimated Closing Statement shall constitute the Estimated Closing Statement and shall be deemed to have been timely delivered prepared in accordance with this Section 2.3)Agreement and GAAP. (b) At least five (5) Business Days prior to the date hereof, the Sellers’ Representative and the Company prepared and delivered to the Buyer a schedule (the “Allocation Schedule”) setting forth, for each Seller: (i) names, their respective last known addresses, taxpayer identification numbers and country of citizenship; provided (ii) such Seller’s portion of the Preliminary Purchase Price; (iii) wire instructions for such Seller; and (iv) the number of Shares owned by such Seller. The Allocation Schedule shall be accompanied by a certificate of the Company’s Chief Executive Officer certifying that the obligations of Seller Allocation Schedule is complete, correct and prepared in accordance with this Agreement. (c) The Buyer shall be entitled to consider rely in good faith all respects on the Preliminary Closing Statement and Allocation Schedule in making all payments due under this Agreement, and the Buyer shall not be responsible or have any proposed adjustments shall liability to any Person (including any direct or indirect stockholder in no event require that the anticipated Closing Date be postponed or otherwise delayed; provided, further, that no such proposed adjustments shall in Company) for any way prejudice the process following the Closing set forth in Section 2.6inaccuracy thereof.

Pre-Closing Deliveries. At least five (a) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimate of (i) Closing Indebtedness, (ii) Unpaid Transaction Expenses and (iii) Closing Cash. The Company shall consult with Parent and its accountants with respect to the preparation of the Estimated Closing Statement and shall deliver appropriate supporting documentation, in detail reasonably acceptable to Parent, concurrently with the delivery of the Estimated Closing Statement. Parent and its Representatives shall have reasonable access during normal business hours to the books, records and officers of the Company to the extent reasonably required in connection with their review of the Estimated Closing Statement and the components thereof. If prior to the Closing Date, Parent disputes all or any portion of the Estimated Closing Statement, the Company and Parent shall promptly meet and resolve in good faith any disagreements concerning the Estimated Closing Statement and the components thereof prior to the Closing. (b) No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer Parent a written statement schedule in spreadsheet format (the “Estimated Closing StatementConsideration Schedule”) setting forth ), in reasonable detail (a) form and substance reasonably satisfactory to Parent and certified as complete and correct by the Company’s good faith estimate chief executive officer, setting forth all of the following information as of immediately prior to the Closing: (i) Cash (“Estimated Cash”)the names of all of the Company Stockholders and their respective addresses and, to the extent known by the Company, their respective e-mail addresses, (ii) Working the number and type of shares of Company Capital (“Estimated Working Capital”)Stock held by such Company Stockholders and the respective certificate numbers representing such shares, (iii) Indebtedness (“Estimated Indebtedness”)the number of shares of Company Capital Stock held by such Company Stockholders that constitute Company Restricted Shares and the vesting schedule thereof, (iv) Transaction Expenses (“Estimated Transaction Expenses”) and the date of acquisition of shares of Company Capital Stock, (v) the Tax Attribute Amount calculation of the Fully Diluted Common Shares and the Aggregate Closing Parent Shares, (vi) the calculation of aggregate cash amounts, Parent Series A-2 Preferred Shares releasable to each Indemnifying Stockholder at Closing pursuant to Section 1.5 assuming each Indemnifying Stockholder is paid either a cash amount, Parent Series A-2 Preferred Shares pursuant to Section 1.5, (vii) the calculation of each Company Stockholder’s Pro Rata Share and Indemnity Pro Rata Share, (viii) a funds flow memorandum setting forth applicable wire transfer instructions and (ix) if required, any information relating to cost basis reporting under Section 6045 of the Code and the Treasury Regulations promulgated thereunder, such as the acquisition date and acquisition price of any Company Capital Stock held by a Person that are “Estimated Tax Attribute Amount”covered securities” within the meaning of Section 6045(g)(3) of the Code. All amounts and allocations set forth in the Consideration Schedule shall be conclusive and binding upon the Company and the Company Stockholders and neither Parent or Merger Sub, nor, after Closing, the Surviving Corporation shall have any obligation to verify the accuracy of the Consideration Schedule. In the event of any inconsistency between the Consideration Schedule and any provision of the Company Certificate or any other document, the Consideration Schedule shall control in all respects. The Consideration Schedule shall be revised by the parties to reflect the resolution of any disputes pursuant to Section 2.2(a), the amount of Closing Cash, any increase in Closing Indebtedness and Unpaid Transaction Expenses following Parent’s receipt of the Payoff Letters and final invoices pursuant to Section 2.2(c). An illustrative Consideration Schedule prepared under the assumption that the Closing was required to occur on the date of this Agreement is set forth in Section 2.2(b) of the Company Disclosure Schedule; provided that such illustrative Consideration Schedule need not contain the addresses of Company Stockholders or information that is responsive to clauses (viii) and (bix) above. (c) No later than three (3) Business Days prior to the resulting calculation Closing Date, the Company shall obtain and deliver to Parent accurate and complete copies of: (i) with respect to each item of Indebtedness of the Initial Purchase PriceCompany, together with reasonable supporting schedules if any, a payoff letter, dated no more than three (3) Business Days prior to the Closing Date and in form and substance reasonably satisfactory to Parent, from the lender of such item of Indebtedness and setting forth the amounts payable to such lender to (A) fully satisfy and discharge such Indebtedness as appropriateof the Closing and (B) terminate and release any Encumbrances related thereto (each, a “Payoff Letter”); and (ii) an invoice from each advisor or other service provider to the Company, dated no more than three (3) Business Days prior to the Closing Date, with respect to the calculation of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated all Transaction Expenses due and payable to such advisor or other service provider, as the Estimated Tax Attribute Amount. Buyer case may make reasonable inquiries be, as of the Company regarding the Estimated Closing Statement, and in order that Buyer may independently review, examine and evaluate the Estimated Closing Statement and the application of the Accounting Principles in respect of the determination of the applicable components of the Estimated Closing Statement, the Company shall, on reasonable request, provide Buyer and its Representatives with copies of financial and other pertinent information and reasonable access during business hours to the Company’s and Seller’s Representatives. The Company shall consider in good faith any potential adjustments to the Estimated Closing Statement proposed by Buyer prior to the Closing and make any corresponding changes to the Estimated Closing Statement that the Company reasonably deems appropriate based on Buyer’s proposed adjustments (in which case, such updated Estimated Closing Statement shall constitute the Estimated Closing Statement and shall be deemed to have been timely delivered in accordance with this Section 2.3); provided that the obligations of Seller to consider in good faith any proposed adjustments shall in no event require that the anticipated Closing Date be postponed or otherwise delayed; provided, further, that no such proposed adjustments shall in any way prejudice the process following the Closing set forth in Section 2.6Date.

Pre-Closing Deliveries. At least five Business Days three business days prior to the Closing Date, the Company shall prepare and deliver to Buyer Parent a written statement prepared by the chief executive officer of the Company (“"Estimated Closing Statement”") setting forth in reasonable detail (a) the Company’s 's good faith estimate of of: (i) Cash (“"Estimated Cash”"), (ii) Working Capital (“"Estimated Working Capital”"), (iii) the aggregate amount of Indebtedness (“"Estimated Indebtedness”"), (iv) the aggregate amount of Transaction Expenses (“"Estimated Transaction Expenses”) and "), (v) the Tax Attribute Amount (“Estimated Tax Attribute Amount”) and (b) the resulting calculation of the Initial Purchase PricePrice and Closing Per Share Merger Consideration based on such estimates and (vi) the aggregate amount that each Equityholder will be entitled to receive at Closing; which, together with reasonable supporting schedules as appropriatein respect of each Stockholder, with respect shall be equal to the calculation Closing Per Share Merger Consideration multiplied by the number of Estimated CashShares held by such Stockholder and, Estimated Working Capitalin respect of each Option Holder, Estimated Indebtedness, Estimated Transaction Expenses and shall be equal to (A) the Estimated Tax Attribute AmountClosing Per Share Merger Consideration multiplied by the aggregate number of Shares issuable upon the exercise of each Vested Option held by such Option Holder minus (B) the aggregate Exercise Price of such Shares ("Equityholder Payment Schedule"). Buyer may make reasonable inquiries Parent shall have no liability in respect of the Company regarding calculations set forth on the Estimated Closing Statement, and in order that Buyer may independently review, examine and evaluate Equityholder Payment Schedule. Upon delivery of the Estimated Closing Statement (and the application calculations set forth therein), Parent shall notify the Company of the Accounting Principles in respect of the determination of the applicable components of any comments it has to the Estimated Closing StatementStatement or the calculations set forth therein. If Parent has any such comments, the Company shall, on reasonable request, provide Buyer and its Representatives with copies of financial and other pertinent information and reasonable access during business hours to the Company’s and Seller’s Representatives. The Company shall consider in good faith any potential adjustments such comments; provided that the failure of the Company to include any comments proposed by Parent, or the acceptance by Parent of the Estimated Closing Statement, shall not constitute an acknowledgement by Parent of the accuracy of the Estimated Closing Statement proposed by Buyer prior to (or the Closing and make any corresponding changes to the Estimated Closing Statement that the Company reasonably deems appropriate based on Buyer’s proposed adjustments (in which case, such updated Estimated Closing Statement shall constitute the Estimated Closing Statement and shall be deemed to have been timely delivered in accordance with this Section 2.3); provided that the obligations of Seller to consider in good faith any proposed adjustments shall in no event require that the anticipated Closing Date be postponed or otherwise delayed; provided, further, that no such proposed adjustments shall in any way prejudice the process following the Closing calculations set forth in therein) for purposes of Section 2.62.5.