Common use of Pre-Closing Estimate Clause in Contracts

Pre-Closing Estimate. At least five Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Proposed Estimated Closing Statement”), consisting of (i) an estimated consolidated and combined balance sheet of the Transferred Companies as of the Closing Balance Sheet Date (giving effect to the Restructuring and the other transactions contemplated hereby to occur at or before the Closing (other than the sale and purchase of the Shares)), prepared on the basis of the most recently available month-end balance sheets for the Transferred Companies (with the information in such balance sheets revised to reflect changes since the date of such balance sheets), (ii) an estimated calculation in reasonable detail of the Closing Date Tangible Book Value derived from such balance sheet and (iii) a calculation of the amount payable pursuant to Section 1.2(b). Such balance sheet shall be in substantially the format of, and include the line items set forth in, the sample balance sheet attached hereto as Exhibit A (the “Sample Balance Sheet”). Seller shall give Buyer a reasonable opportunity to review and comment on the Proposed Estimated Closing Statement and shall provide Buyer with access to such information and personnel as Buyer may reasonably request in connection with such review and comment. Buyer shall provide any comments on the Proposed Estimated Closing Statement to Seller at least two Business Days prior to the Closing Date and the parties shall negotiate in good faith a resolution of any differences in the amounts stated in the Proposed Estimated Closing Statement. The Proposed Estimated Closing Statement prepared by Seller, as revised to reflect any revisions thereto agreed to by the parties, shall be the “Estimated Closing Statement,” and the calculation of the Closing Date Tangible Book Value set forth therein shall be the “Estimated Closing Date Tangible Book Value,” it being understood that if any differences between Seller and Buyer as to the Proposed Estimated Closing Statement are not resolved by the Closing Date, the Proposed Estimated Closing Statement prepared by Seller in good faith and revised by Seller to reflect any revisions thereto agreed to by the parties, but not any of Buyer’s comments not agreed to by Seller, shall be the Estimated Closing Statement. The Estimated Closing Statement shall be prepared in accordance with the accounting principles, practices and methodologies set forth in Schedule 1.4 (the “Applicable Accounting Principles”).

Pre-Closing Estimate. (a) At least five (5) Business Days prior to the Closing Date, Seller the Company shall prepare and deliver to Buyer Parent a statement (the “Proposed Estimated Company Closing Statement”), consisting of (i) an estimated consolidated and combined balance sheet of the Transferred Companies as of the Closing Balance Sheet Date (giving effect to the Restructuring and the other transactions contemplated hereby to occur at or before the Closing (other than the sale and purchase of the Shares)), prepared on the basis of the most recently available month-end balance sheets for the Transferred Companies (with the information in such balance sheets revised to reflect changes since the date of such balance sheets), (ii) an estimated calculation setting forth in reasonable detail the Company’s good faith determination of the Estimated Net Adjustment, which Company Closing Date Tangible Book Value derived from such balance sheet and (iii) Statement shall include a calculation presentation of the Company’s calculations of the Estimated Net Adjustment and the estimated amount payable of the items comprising the Estimated Net Adjustment: Closing Cash, Closing Working Capital, Retained Sale Leaseback Proceeds, Closing Indebtedness, Company Transaction Expenses that have been incurred but not paid prior to the Effective Time (disregarding any payment made pursuant to Section 1.2(b3.4), Cap Ex Cash, Company Reorg Expenses, Company Closing Bonuses and Management Bonuses, all as of immediately prior to the Effective Time. Such balance sheet The Company shall be in substantially prepare the format of, and include the line items set forth in, the sample balance sheet attached hereto as Exhibit A (the “Sample Balance Sheet”). Seller shall give Buyer a reasonable opportunity to review and comment on the Proposed Estimated Company Closing Statement and shall provide Buyer with access to such information and personnel as Buyer may reasonably request in connection with such review and comment. Buyer shall provide any comments on the Proposed Estimated Closing Statement to Seller at least two Business Days prior to the Closing Date and the parties shall negotiate in good faith a resolution of any differences in the amounts stated in the Proposed Estimated Closing Statement. The Proposed Estimated Closing Statement prepared by Seller, as revised to reflect any revisions thereto agreed to by the parties, shall be the “Estimated Closing Statement,” and the calculation all of the Closing Date Tangible Book Value calculations set forth therein shall be in accordance with IFRS applied on a basis consistent with the “Estimated Closing Date Tangible Book Value,” it being understood that if any differences between Seller and Buyer as to the Proposed Estimated Closing Statement are not resolved by the Closing DateCompany’s past practices, the Proposed Estimated Closing Statement prepared by Seller in good faith and revised by Seller to reflect any revisions thereto agreed to by the parties, but not any of Buyer’s comments not agreed to by Seller, shall be the Estimated Closing Statement. The Estimated Closing Statement shall be prepared in accordance with the accounting principles, practices and specific methodologies set forth on Exhibit A and in Schedule 1.4 good faith. Parent and its Representatives shall be provided reasonable access during normal business hours to the books and records, personnel and advisors of the Company to the extent required in connection with review of the Estimated Net Adjustment calculation, including the Company’s work papers underlying or utilized in preparing the estimates and calculations used to determine the Estimated Net Adjustment, and the Company shall in good faith take into consideration any comments to the Company Closing Statement made by Parent. If the Estimated Net Adjustment is a positive number, the Closing Cash Amount shall be increased by such amount. If the Estimated Net Adjustment is a negative number, the Closing Cash Amount shall be decreased by such amount. (b) Simultaneously with the delivery of the Company Closing Statement, the Company shall deliver to Parent a schedule (the “Applicable Accounting PrinciplesPayment Schedule”)) setting forth the following information as of the Closing: (i) with respect to each Equityholder as of immediately prior to the Effective Time: (A) the name and address of record of such Equityholder; (B) the total number of shares of Common Stock held by such Equityholder as of immediately prior to the Effective Time; and (C) such Equityholder’s Pro Rata Portion of the Merger Consideration, including the Continent Consideration, if any; (ii) the name of each Person to whom Closing Indebtedness is payable, together with the amount payable to such Person and wire transfer instructions for the payment thereof; (iii) the name of each Person to whom any Company Transaction Expense or Company Reorg Expense that has been incurred but not paid prior to the Effective Time is payable, together with the amount payable to such Person and wire transfer instructions for the payment thereof; (iv) the name of each Person to whom any Company Closing Bonus remains payable immediately prior the Effective Time, together with the amount payable to such Person, the amount of withholding taxes payable by the applicable Acquired Company in connection therewith and the name of the applicable Acquired Company; and (v) the name of each Person to whom any Management Bonus remains payable by the Company immediately prior the Effective Time, together with the amount payable to such Person and the amount of withholding taxes payable by the Company in connection therewith.

Pre-Closing Estimate. ‌‌ (a) At least five (5) Business Days prior to the Closing Date, Seller the Company shall prepare and deliver to Buyer Parent a statement (the “Proposed Estimated Company Closing Statement”), consisting of (i) an estimated consolidated and combined balance sheet of the Transferred Companies as of the Closing Balance Sheet Date (giving effect to the Restructuring and the other transactions contemplated hereby to occur at or before the Closing (other than the sale and purchase of the Shares)), prepared on the basis of the most recently available month-end balance sheets for the Transferred Companies (with the information in such balance sheets revised to reflect changes since the date of such balance sheets), (ii) an estimated calculation setting forth in reasonable detail the Company’s good faith determination of the Estimated Net Adjustment, which Company Closing Date Tangible Book Value derived from such balance sheet and (iii) Statement shall include a calculation presentation of the Company’s calculations of the Estimated Net Adjustment and the estimated amount payable of the items comprising the Estimated Net Adjustment: Closing Cash, Closing Working Capital, Retained Sale Leaseback Proceeds, Closing Indebtedness, Company Transaction Expenses that have been incurred but not paid prior to the Effective Time (disregarding any payment made pursuant to Section 1.2(b3.4), Cap Ex Cash, Company Reorg Expenses and Company Closing Bonuses, all as of immediately prior to the Effective Time. Such balance sheet The Company shall be in substantially prepare the format of, and include the line items set forth in, the sample balance sheet attached hereto as Exhibit A (the “Sample Balance Sheet”). Seller shall give Buyer a reasonable opportunity to review and comment on the Proposed Estimated Company Closing Statement and shall provide Buyer with access to such information and personnel as Buyer may reasonably request in connection with such review and comment. Buyer shall provide any comments on the Proposed Estimated Closing Statement to Seller at least two Business Days prior to the Closing Date and the parties shall negotiate in good faith a resolution of any differences in the amounts stated in the Proposed Estimated Closing Statement. The Proposed Estimated Closing Statement prepared by Seller, as revised to reflect any revisions thereto agreed to by the parties, shall be the “Estimated Closing Statement,” and the calculation all of the Closing Date Tangible Book Value calculations set forth therein shall be in accordance with IFRS applied on a basis consistent with the “Estimated Closing Date Tangible Book Value,” it being understood that if any differences between Seller and Buyer as to the Proposed Estimated Closing Statement are not resolved by the Closing DateCompany’s past practices, the Proposed Estimated Closing Statement prepared by Seller in good faith and revised by Seller to reflect any revisions thereto agreed to by the parties, but not any of Buyer’s comments not agreed to by Seller, shall be the Estimated Closing Statement. The Estimated Closing Statement shall be prepared in accordance with the accounting principles, practices and specific methodologies set forth on Exhibit A and in Schedule 1.4 good faith. Parent and its Representatives shall be provided reasonable access during normal business hours to the books and records, personnel and advisors of the Company to the extent required in connection with review of the Estimated Net Adjustment calculation, including the Company’s work papers underlying or utilized in preparing the estimates and calculations used to determine the Estimated Net Adjustment, and the Company shall in good faith take into consideration any comments to the Company Closing Statement made by Parent. If the Estimated Net Adjustment is a positive number, the Closing Cash Amount shall be increased by such amount. If the Estimated Net Adjustment is a negative number, the Closing Cash Amount shall be decreased by such amount.‌ (b) Simultaneously with the delivery of the Company Closing Statement, the Company shall deliver to Parent a schedule (the “Applicable Accounting PrinciplesPayment Schedule”) setting forth the following information as of the Closing:‌ (i) with respect to each Equityholder as of immediately prior to the‌ Effective Time: (A) the name and address of record of such Equityholder; (B) the total number of shares of Common Stock held by such Equityholder as of immediately prior to the Effective Time, and, with respect to each holder of a Convertible Debenture as of immediately prior to the Effective Time, the number of shares of Common Stock into which such Convertible Debenture would be convertible if such holder were to elect to convert its Convertible Debenture as of immediately prior to the Effective Time; (C) the Pro Rata Portion for such Equityholder as of immediately prior to the Effective Time, assuming that each holder of a Convertible Debenture as of immediately prior to the Effective Time (after giving effect to all exchanges pursuant to Section 3.6(a)(i)) has elected to convert its Convertible Debentures into shares of Common Stock as of immediately prior to the Effective Time; and (D) the Pro Rata Portion of the Closing Share Consideration and the Closing Cash Payment, if any, allocable to such Equityholder at the Closing with respect to the shares of Common Stock held by such Equityholder as of immediately prior to the Effective Time, assuming that each holder of a Convertible Xxxxxxxxx as of immediately prior to the Effective Time has elected to convert its Convertible Debentures into shares of Common Stock as of immediately prior to the Effective Time. (ii) the name of each Person to whom Closing Indebtedness is payable, together with the amount payable to such Person and wire transfer instructions for the payment thereof; (iii) the name of each Person to whom any Company Transaction Expense or Company Reorg Expense that has been incurred but not paid prior to the Effective Time is payable, together with the amount payable to such Person and wire transfer instructions for the payment thereof; and (iv) the name of each Person to whom any Company Closing Bonus remains payable immediately prior the Effective Time, together with the amount payable to such Person, the amount of withholding taxes payable by the applicable Acquired Company in connection therewith and the name of the applicable Acquired Company.

Pre-Closing Estimate. At least No later than five (5) Business Days prior to the Closing Date, Seller the Company shall prepare and deliver to Buyer nCino a statement (the “Proposed Estimated Closing Statement”), consisting the final version of which shall be signed by an authorized officer of the Company, setting forth (i) an estimated unaudited consolidated and combined balance sheet of the Transferred Companies Company and its Subsidiaries as of the Closing Balance Sheet Date and (giving effect to ii) the Restructuring and the other transactions contemplated hereby to occur at or before the Company’s good faith estimate of (A) Closing Working Capital (other than the sale and purchase of the Shares))such estimate, prepared on the basis of the most recently available month-end balance sheets for the Transferred Companies (with the information in such balance sheets revised to reflect changes since the date of such balance sheets“Estimated Closing Working Capital”), (iiB) an estimated calculation in reasonable detail of the Closing Date Tangible Book Value derived from Indebtedness (such balance sheet estimate, “Estimated Closing Indebtedness”), (C) Closing Cash (such estimate, “Estimated Closing Cash”) and (iiiD) a calculation of the amount payable pursuant to Section 1.2(b). Such balance sheet shall be in substantially the format ofCompany Transaction Expenses (such estimate, and include the line items set forth in, the sample balance sheet attached hereto as Exhibit A (the “Sample Balance SheetEstimated Company Transaction Expenses”). Seller shall give Buyer a reasonable opportunity to review and comment on the Proposed The Estimated Closing Statement and shall provide Buyer with access to such information and personnel as Buyer may reasonably request in connection with such review and comment. Buyer shall provide any comments on the Proposed Estimated Closing Statement to Seller at least two Business Days prior to the Closing Date be prepared, and the parties components thereof shall negotiate be calculated, in good faith a resolution accordance with this Agreement and the Specified Accounting Principles. The Company shall deliver supporting calculations and documentation of any differences such calculations, in reasonable detail, concurrently with the amounts stated in the Proposed delivery of such Estimated Closing Statement. The Proposed Upon receipt of the Estimated Closing Statement from the Company, nCino shall be permitted to review and provide comments thereto, and the Company shall reasonably consider any comments made by nCino in respect thereof, and if such Parties agree on any changes to the Estimated Closing Statement or the components thereof, such revisions shall be deemed included in the applicable calculations for purposes of the Closing Merger Consideration; provided, that, if any disagreements with respect to the Estimated Closing Statement or the components thereof are not resolved by the Closing, the Estimated Closing Statement prepared by Sellerthe Company, as revised to reflect any revisions thereto agreed by such Parties prior to by the parties, shall be the “Estimated Closing Statement,” and the calculation of the Closing Date Tangible Book Value set forth therein shall be the “Estimated Closing Date Tangible Book Value,” it being understood that if any differences between Seller and Buyer as to the Proposed Estimated Closing Statement are not resolved by the Closing Date, the Proposed Estimated Closing Statement prepared by Seller in good faith and revised by Seller to reflect any revisions thereto agreed to by the parties, but not any of BuyernCino’s comments not agreed to by Sellerthe Company, shall will be the Estimated Closing Statement for all purposes hereunder, and in no event will any such disagreements prevent or delay the Closing. In connection with nCino’s and its accountants’ review of the Estimated Closing Statement. The , upon nCino’s reasonable request, at nCino’s sole expense, the Company shall use commercially reasonable efforts to allow reasonable access during normal working hours to its books and records and its personnel and outside advisors who were involved in the preparation of the Estimated Closing Statement shall be prepared in accordance with the accounting principles, practices and methodologies set forth in Schedule 1.4 (the “Applicable Accounting Principles”)or its components.

Pre-Closing Estimate. At least five Not fewer than two (2) Business Days prior to the Closing DateClosing, Seller the Company shall prepare and deliver to Buyer Purchaser a statement worksheet (the “Proposed Estimated Pre-Closing StatementCalculation”), consisting of (i) an estimated consolidated and combined balance sheet setting forth the Company’s good faith estimate of the Transferred Companies Merger Consideration, including a presentation of the calculations of the items comprising the good faith estimates of Closing Working Capital, Closing Cash, Company Indebtedness, the Government Loan Amount, the Alfa Bank Debt Amount and Company Transaction Expenses as of the Closing Balance Sheet Date (giving effect the “Estimated Merger Consideration”). Purchaser shall have the opportunity to review the Restructuring Preliminary Closing Statement and the other transactions contemplated hereby to occur at or before materials and information used by the Company in preparing the Pre-Closing Calculation, and the Company shall discuss in good faith any modifications thereto proposed by Purchaser. The Company shall prepare the Pre-Closing Calculation (other than including the sale determinations of each item included therein) in accordance with Section 3.10(e). In connection, and purchase simultaneously, with the delivery of the Shares))Pre-Closing Calculation, prepared on the basis Company shall deliver to Purchaser and the Paying Agent a copy of Exhibit D (the “Allocation Statement”) that reflects, among other things, as of the most recently available month-end balance sheets for Closing, disbursements, and allocation of, the Transferred Companies (with Estimated Merger Consideration among the information in such balance sheets revised to reflect changes since the date of such balance sheets), (ii) an estimated calculation in reasonable detail of the Closing Date Tangible Book Value derived from such balance sheet Company Securityholders as contemplated by Section 2.4 and (iii) a calculation of each Company Securityholder’s Pro Rata Share based upon the distribution of the Estimated Merger Consideration. The Allocation Statement accurately sets forth the amount of the Estimated Merger Consideration that is payable to each of the Company Securityholders as a result of the Merger and the termination and cancellation pursuant to Section 1.2(b)2.4 of this Agreement of such Company Securityholder’s Common Stock, Preferred Stock or Options, as applicable. Such balance sheet shall be in substantially the format of, and include the line items set The Allocation Statement also accurately sets forth in, the sample balance sheet attached hereto as Exhibit A (the “Sample Balance Sheet”). Seller shall give Buyer a reasonable opportunity to review and comment on the Proposed Estimated Closing Statement and shall provide Buyer with access to such information and personnel as Buyer may reasonably request in connection with such review and comment. Buyer shall provide any comments on the Proposed Estimated Closing Statement to Seller at least two Business Days prior to the Closing Date and the parties shall negotiate in good faith a resolution each Company Securityholder’s Pro Rata Share of any differences in the amounts stated in the Proposed Estimated Post-Closing StatementPayments. The Proposed Estimated Closing Statement prepared by Seller, Other than as revised to reflect any revisions thereto agreed to by the parties, shall be the “Estimated Closing Statement,” and the calculation of the Closing Date Tangible Book Value set forth therein shall be the “Estimated Closing Date Tangible Book Value,” it being understood that if any differences between Seller and Buyer as to the Proposed Estimated Closing Statement are not resolved by the Closing Date, the Proposed Estimated Closing Statement prepared by Seller in good faith and revised by Seller to reflect any revisions thereto agreed to by the parties, but not any of Buyer’s comments not agreed to by Seller, shall be the Estimated Closing Statement. The Estimated Closing Statement shall be prepared in accordance with the accounting principles, practices and methodologies set forth in Schedule 1.4 (the “Applicable Accounting Principles”)Allocation Statement, no Company Securityholder shall have the right to receive any payments from Purchaser, Merger Sub, the Company or any Company Subsidiary pursuant to this Agreement or as a result of the Merger.

Pre-Closing Estimate. (a) At least five (5) Business Days prior to the Closing Date, Seller the Company shall prepare and deliver to Buyer Parent a statement (the “Proposed Estimated Company Closing Statement”) setting forth in reasonable detail the Company’s good faith estimate of the Net Adjustment (the “Estimated Net Adjustment”), consisting of (i) an estimated consolidated and combined balance sheet which Company Closing Statement shall include a presentation of the Transferred Companies Company’s calculations of the items comprising Closing Cash, Closing Working Capital, Closing Indebtedness, Company Transaction Expenses, Company Closing Bonuses and the Option Value, all as of the Closing Balance Sheet Date (giving effect to Effective Time. The Company shall prepare the Restructuring and the other transactions contemplated hereby to occur at or before the Closing (other than the sale and purchase of the Shares)), prepared on the basis of the most recently available month-end balance sheets for the Transferred Companies (with the information in such balance sheets revised to reflect changes since the date of such balance sheets), (ii) an estimated calculation in reasonable detail of the Closing Date Tangible Book Value derived from such balance sheet and (iii) a calculation of the amount payable pursuant to Section 1.2(b). Such balance sheet shall be in substantially the format of, and include the line items set forth in, the sample balance sheet attached hereto as Exhibit A (the “Sample Balance Sheet”). Seller shall give Buyer a reasonable opportunity to review and comment on the Proposed Estimated Company Closing Statement and shall provide Buyer with access to such information and personnel as Buyer may reasonably request in connection with such review and comment. Buyer shall provide any comments on the Proposed Estimated Closing Statement to Seller at least two Business Days prior to the Closing Date and the parties shall negotiate in good faith a resolution of any differences in the amounts stated in the Proposed Estimated Closing Statement. The Proposed Estimated Closing Statement prepared by Seller, as revised to reflect any revisions thereto agreed to by the parties, shall be the “Estimated Closing Statement,” and the calculation all of the Closing Date Tangible Book Value calculations set forth therein shall be in accordance with IFRS applied on a basis consistent with the “Estimated Closing Date Tangible Book Value,” it being understood that if any differences between Seller and Buyer as to the Proposed Estimated Closing Statement are not resolved by the Closing DateCompany’s past practices, the Proposed Estimated Closing Statement prepared by Seller in good faith and revised by Seller to reflect any revisions thereto agreed to by the parties, but not any of Buyer’s comments not agreed to by Seller, shall be the Estimated Closing Statement. The Estimated Closing Statement shall be prepared in accordance with the accounting principles, practices and specific methodologies set forth on Exhibit C and in Schedule 1.4 good faith. The Estimated Net Adjustment and Estimated Closing Merger Consideration shall be subject to adjustment as set forth in Section 3.6. Parent and its Representatives shall be provided reasonable access during normal business hours to the books and records, personnel and advisors of the Company to the extent required in connection with review of the Estimated Net Adjustment calculation, including the Company’s work papers underlying or utilized in preparing the estimates and calculations used to determine the Estimated Net Adjustment, and the Company shall in good faith take into consideration any comments to the Company Closing Statement made by Parent. If the Estimated Net Adjustment is a positive number, the number of Subordinate Shares to be issued to the Participating Securityholders at the Closing, subject to Section 3.4(a) shall be increased by a number of Subordinate Shares having a Closing Share Value equal to the Estimated Net Adjustment. If the Estimated Net Adjustment is a negative number, the number of Subordinate Shares issued to the Participating Securityholders at the Closing, subject to Section 3.4(a), shall be reduced by a number of Subordinate Shares having a Closing Share Value equal to the Estimated Net Adjustment (reflected as a positive number). (b) Simultaneously with the delivery of the Company Closing Statement, the Company shall deliver to Parent a schedule (the “Applicable Accounting PrinciplesPayment Schedule”) setting forth the following information as of the Closing: (i) with respect to each Participating Securityholder: (A) the name and address of record of such Participating Securityholder and whether such Participating Securityholder is a Canadian Resident Shareholder;‌ (B) the total number of shares of Common Stock held by such Participating Securityholder as of immediately prior to the Effective Time; (C) the total number of Warrant Shares issuable to such Participating Securityholder upon exercise of the applicable Warrant and the exercise price associated therewith; (D) the name and address of record of each Optionholder, the total number of Options held by each such Optionholder (all of which shall be Rollover Options), the number of shares of Common Stock subject to each such Option and the applicable exercise price per share of Common Stock issuable upon exercise of each such Option and the vesting schedule applicable thereto; (E) the Pro Rata Portion of the Estimated Closing Merger Consideration (both before and after taking into account such Participating Securityholder’s Pro Rata Portion of the items described in clause (F) below) to each Participating Securityholder at the Closing with respect to the shares of Common Stock or Warrant Shares, as applicable, held by such Participating Securityholder; (F) such Participating Securityholder’s Pro Rata Portion of the Adjustment Escrow Shares, the Indemnity Escrow Shares, Expense Fund, Excess Amount and the Contingent Consideration, if and to the extent that any such amounts are actually payable to the Securityholders pursuant to this Agreement; (ii) the name of each Person to whom Closing Indebtedness is payable, together with the amount payable to such Person and wire transfer instructions for the payment thereof; (iii) the name of each Person to whom any Company Transaction Expense is payable, together with the amount payable to such Person and wire transfer instructions for the payment thereof; and‌ (iv) the name of each Person to whom any Company Closing Bonus is payable, together with the amount payable to such Person, the amount of withholding taxes payable by the applicable Acquired Company in connection therewith and the name of the applicable Acquired Company.

Pre-Closing Estimate. (a) At least five (5) Business Days prior to the Closing Date, Seller the Company shall prepare and deliver to Buyer Parent a statement (the “Proposed Estimated Company Closing Statement”) setting forth in reasonable detail the Company’s good faith estimate of the Net Adjustment (the “Estimated Net Adjustment”), consisting of (i) an estimated consolidated and combined balance sheet which Company Closing Statement shall include a presentation of the Transferred Companies Company’s calculations of the items comprising Closing Cash, Closing Working Capital, Closing Indebtedness, Company Transaction Expenses, Company Closing Bonuses and the Option Value, all as of the Closing Balance Sheet Date (giving effect to Effective Time. The Company shall prepare the Restructuring and the other transactions contemplated hereby to occur at or before the Closing (other than the sale and purchase of the Shares)), prepared on the basis of the most recently available month-end balance sheets for the Transferred Companies (with the information in such balance sheets revised to reflect changes since the date of such balance sheets), (ii) an estimated calculation in reasonable detail of the Closing Date Tangible Book Value derived from such balance sheet and (iii) a calculation of the amount payable pursuant to Section 1.2(b). Such balance sheet shall be in substantially the format of, and include the line items set forth in, the sample balance sheet attached hereto as Exhibit A (the “Sample Balance Sheet”). Seller shall give Buyer a reasonable opportunity to review and comment on the Proposed Estimated Company Closing Statement and shall provide Buyer with access to such information and personnel as Buyer may reasonably request in connection with such review and comment. Buyer shall provide any comments on the Proposed Estimated Closing Statement to Seller at least two Business Days prior to the Closing Date and the parties shall negotiate in good faith a resolution of any differences in the amounts stated in the Proposed Estimated Closing Statement. The Proposed Estimated Closing Statement prepared by Seller, as revised to reflect any revisions thereto agreed to by the parties, shall be the “Estimated Closing Statement,” and the calculation all of the Closing Date Tangible Book Value calculations set forth therein shall be in accordance with IFRS applied on a basis consistent with the “Estimated Closing Date Tangible Book Value,” it being understood that if any differences between Seller and Buyer as to the Proposed Estimated Closing Statement are not resolved by the Closing DateCompany’s past practices, the Proposed Estimated Closing Statement prepared by Seller in good faith and revised by Seller to reflect any revisions thereto agreed to by the parties, but not any of Buyer’s comments not agreed to by Seller, shall be the Estimated Closing Statement. The Estimated Closing Statement shall be prepared in accordance with the accounting principles, practices and specific methodologies set forth on Exhibit C and in Schedule 1.4 good faith. The Estimated Net Adjustment and Estimated Closing Merger Consideration shall be subject to adjustment as set forth in Section 3.6. Parent and its Representatives shall be provided reasonable access during normal business hours to the books and records, personnel and advisors of the Company to the extent required in connection with review of the Estimated Net Adjustment calculation, including the Company’s work papers underlying or utilized in preparing the estimates and calculations used to determine the Estimated Net Adjustment, and the Company shall in good faith take into consideration any comments to the Company Closing Statement made by Parent. If the Estimated Net Adjustment is a positive number, the number of Subordinate Shares to be issued to the Participating Securityholders at the Closing, subject to Section 3.4(a) shall be increased by a number of Subordinate Shares having a Closing Share Value equal to the Estimated Net Adjustment. If the Estimated Net Adjustment is a negative number, the number of Subordinate Shares issued to the Participating Securityholders at the Closing, subject to Section 3.4(a), shall be reduced by a number of Subordinate Shares having a Closing Share Value equal to the Estimated Net Adjustment (reflected as a positive number). (b) Simultaneously with the delivery of the Company Closing Statement, the Company shall deliver to Parent a schedule (the “Applicable Accounting PrinciplesPayment Schedule”) setting forth the following information as of the Closing: (i) with respect to each Participating Securityholder: (A) the name and address of record of such Participating Securityholder; (B) the total number of shares of Common Stock held by such Participating Securityholder as of immediately prior to the Effective Time; (C) the total number of Warrant Shares issuable to such Participating Securityholder upon exercise of the applicable Warrant and the exercise price associated therewith; (D) the name and address of record of each Optionholder, the total number of Options held by each such Optionholder (all of which shall be Rollover Options), the number of shares of Common Stock subject to each such Option and the applicable exercise price per share of Common Stock issuable upon exercise of each such Option and the vesting schedule applicable thereto; (E) the Pro Rata Portion of the Estimated Closing Merger Consideration (both before and after taking into account such Participating Securityholder’s Pro Rata Portion of the items described in clause (F) below) to each Participating Securityholder at the Closing with respect to the shares of Common Stock or Warrant Shares, as applicable, held by such Participating Securityholder; (F) such Participating Securityholder’s Pro Rata Portion of the Adjustment Escrow Shares, the Indemnity Escrow Shares, Expense Fund, Excess Amount and the Contingent Consideration, if and to the extent that any such amounts are actually payable to the Securityholders pursuant to this Agreement; (ii) the name of each Person to whom Closing Indebtedness is payable, together with the amount payable to such Person and wire transfer instructions for the payment thereof; (iii) the name of each Person to whom any Company Transaction Expense is payable, together with the amount payable to such Person and wire transfer instructions for the payment thereof; and (iv) the name of each Person to whom any Company Closing Bonus is payable, together with the amount payable to such Person, the amount of withholding taxes payable by the applicable Acquired Company in connection therewith and the name of the applicable Acquired Company.

Pre-Closing Estimate. At least five (a) Not fewer than seven (7) Business Days prior to the Closing DateClosing, Seller an officer of the Company shall prepare and deliver to Buyer Purchaser a statement (worksheet in the “Proposed Estimated Closing Statement”), consisting of (i) an estimated consolidated and combined balance sheet of the Transferred Companies as of the Closing Balance Sheet Date (giving effect to the Restructuring and the other transactions contemplated hereby to occur at or before the Closing (other than the sale and purchase of the Shares)), prepared on the basis of the most recently available month-end balance sheets for the Transferred Companies (with the information in such balance sheets revised to reflect changes since the date of such balance sheets), (ii) an estimated calculation in reasonable detail of the Closing Date Tangible Book Value derived from such balance sheet and (iii) a calculation of the amount payable pursuant to Section 1.2(b). Such balance sheet shall be in substantially the format of, and include the line items set forth in, the sample balance sheet form attached hereto as Exhibit A B (the “Sample Balance Sheet”). Seller shall give Buyer a reasonable opportunity to review and comment on the Proposed Estimated Closing Statement and shall provide Buyer with access to such information and personnel as Buyer may reasonably request in connection with such review and comment. Buyer shall provide any comments on the Proposed Estimated Closing Statement to Seller at least two Business Days prior to the Closing Date and the parties shall negotiate in good faith a resolution of any differences in the amounts stated in the Proposed Estimated Closing Statement. The Proposed Estimated Closing Statement prepared by Seller, as revised to reflect any revisions thereto agreed to by the parties, shall be the “Estimated Closing Statement,” and Purchase Price Calculation”) setting forth the calculation Company’s good faith estimate of the Closing Date Tangible Book Value set forth therein shall be Purchase Price (the “Estimated Closing Date Tangible Book Value,” it being understood that if any differences between Seller and Buyer as to Purchase Price”), which worksheet shall include the Proposed Estimated Closing Statement are not resolved by Company’s calculations of the items comprising the Closing DateWorking Capital, Company Indebtedness, Closing Accounts Receivable, Company Transaction Expenses, Cash and Cash Equivalents of the Proposed Estimated Company and Company Closing Statement prepared by Seller Bonuses, excluding the Deferred Company Closing Bonus Amount, as of the time specified in good faith and revised by Seller to reflect any revisions thereto agreed to by the parties, but not any of Buyer’s comments not agreed to by Seller, Section 2.3. The Company shall be prepare the Estimated Closing Statement. The Estimated Closing Statement shall be prepared Purchase Price Calculation (including the determinations included therein) in accordance with Section 2.9(e). Purchaser and its representatives shall be provided reasonable access during normal business hours to the accounting principlesbooks and records, practices personnel and methodologies set forth advisors of the Company, including the Company’s work papers underlying or utilized in Schedule 1.4 preparing the estimates and calculations contained on the Estimated Closing Purchase Price Calculation, to the extent reasonably necessary or requested to enable Purchaser to review the Estimated Closing Purchase Price Calculation. (b) In connection with the delivery of the Estimated Closing Purchase Price Calculation described in clause (a) above, the Company shall deliver to Purchaser, based upon the estimates described in such clause (a), a schedule (the “Applicable Accounting PrinciplesEstimated Closing Purchase Price Disbursement Schedule”)) setting forth: (i) each Seller’s ownership, by number and percentage, of Shares; **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission. (ii) the applicable portion of the Estimated Closing Purchase Price to be paid to each Seller pursuant to this Article II, together with wire transfer instructions for the payment thereof; (iii) the amount of the Escrow Amount allocable to each Seller; (iv) the name of each recipient of a Company Closing Bonus and the amount thereof to be paid to such recipient; (v) the name of each Person to be paid or reimbursed for Company Transaction Expenses and the amount to be paid or reimbursed to such Person, together with wire transfer instructions for the payment thereof; and (vi) the name of each Person to be paid any Company Indebtedness and the amount thereof to be paid to such Person, together with wire transfer instructions for the payment thereof.