Common use of Preparation of Working Capital Statement Clause in Contracts

Preparation of Working Capital Statement. (a) Within ninety (90) days following the Closing Date (or such other date as is mutually agreed to by Sellers’ Representative and Buyer in writing), Buyer will prepare and deliver to the Sellers’ Representative a draft consolidated statement (the “Draft Working Capital Statement”) of: (i) a balance sheet of the Acquired Companies as of 11:59 p.m. Eastern Time on the date immediately preceding the Closing Date; (ii) based on such balance sheet, Buyer’s calculation of the Working Capital, Closing Indebtedness, and Company Closing Cash; and (iii) a calculation of the Closing Merger Consideration substituting the calculations of Working Capital, Closing Indebtedness, and Company Closing Cash set forth in the Draft Working Capital Statement for the Estimated Working Capital, Estimated Indebtedness, and Estimated Cash set forth in the Merger Consideration Spreadsheet, respectively. The Draft Working Capital Statement will be prepared in accordance with Section 1.3 and will include reasonable detail on the computation thereof. If the Buyer fails to deliver the Draft Working Capital Statement within the aforementioned ninety (90) day period (or such other period as was mutually agreed to by Sellers’ Representative and Buyer in writing), no adjustment to the Estimated Closing Merger Consideration will be made under Section 2.18, unless Sellers’ Representative notifies Buyer to the contrary in writing within five (5) Business Days after the expiration of the aforementioned ninety (90) day period. In the event that the Sellers’ Representative so notifies Buyer within such five (5) Business Day period, the Sellers’ Representative shall prepare and deliver to Buyer within thirty (30) days following such notice the Draft Working Capital Statement and this Section 2.17 shall continue to apply to the determination of the Closing Working Capital Statement, mutatis mutandis. During such thirty (30)-day period, Buyer will provide access, upon every reasonable request, to the Sellers’ Representative and the Representatives of the Sellers to all books, records, and appropriate personnel of Buyer, SPAC, the Acquired Companies and their respective auditors for purposes of preparing the Draft Working Capital Statement. If the Sellers’ Representative fails to deliver the Draft Working Capital Statement within such thirty (30)-day period, no adjustment to the Estimated Closing Merger Consideration will be made under Section 2.18. (b) The Sellers’ Representative will have twenty (20) Business Days to review the Draft Working Capital Statement following receipt of it and the Sellers’ Representative must notify the Buyer in writing if the Sellers’ Representative has any objections to the Draft Working Capital Statement within such period. The notice of objection must contain a statement of the basis of each of the objections and each amount in dispute. The Buyer will provide access, upon every reasonable request, to the Sellers’ Representative and the Representatives of the Sellers to all work papers and books and records of the Buyer’, SPAC’, the Acquired Companies and their respective auditors’ and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Draft Working Capital Statement, subject to, if applicable, execution and delivery by the Sellers’ Representative and the Representatives of Sellers of any agreement or other document, including any release, waiver or indemnity that the Buyer’s auditors may reasonably require prior to providing such access. (c) If the Sellers’ Representative sends a notice of objection of the Draft Working Capital Statement in accordance with Section 2.17(b), the Sellers’ Representative, on the one hand, and the Buyer and/or SPAC, on the other hand, will promptly make commercially reasonable efforts to try to resolve such objections within twenty (20) Business Days following receipt of the notice of objection. Failing resolution of any objection to the Draft Working Capital Statement raised by the Sellers’ Representative, only the amount(s) in dispute will be submitted for determination to an independent firm of chartered professional accountants with sufficient experience representing companies conducting business within the cannabis industry mutually agreed to by the Sellers’ Representative and the Buyer (and, failing such agreement between the Sellers’ Representative and the Buyer within a further period of five (5) Business Days, each of the Sellers’ Representative and the Buyer shall select a firm of chartered professional accountants and such firms shall mutually agree upon a third independent firm of chartered professional accountants that will determine all disputes (the “Accounting Firm”)). The Accounting Firm will identify a member of the firm to act in such mandate and will determine the procedures applicable to the resolution of the amounts in dispute with the primary purposes of minimizing expenses of the parties and expediting the accurate resolution of the dispute. The determination of such Accounting Firm of the amount(s) in dispute and any corresponding changes flowing from the resolution of such amounts in dispute will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. Such Accounting Firm will be deemed to be acting as experts and not as arbitrators. Notwithstanding the foregoing, the determination of such Accounting Firm of the amount(s) in dispute will in no event be more favorable to the Buyer than reflected in the Draft Working Capital Statement delivered by the Buyer or more favorable to the Sellers than shown in the proposed changes to the Draft Working Capital Statement delivered by the Sellers’ Representative under its notice of objection pursuant to Section 2.17(b). During the review by the Accounting Firm, the Buyer and the Sellers’ Representative will each make available to such Accounting Firm, such individuals and such information, facilities, books, records and work papers as may be reasonably required by the Accounting Firm to fulfill its obligations hereunder during normal business hours (such access not to unreasonably disrupt the operations of the Buyer, the Acquired Companies, or the Sellers). (d) If the Sellers’ Representative does not notify the Buyer of any objection to the Draft Working Capital Statement within the twenty (20) Business Day period set forth in Section 2.17(b), the Sellers will be deemed to have accepted and approved the Draft Working Capital Statement and such Draft Working Capital Statement will be final, conclusive and binding upon the Parties, absent manifest error and will become the “Closing Working Capital Statement” on the next Business Day following the end of such period. (e) If the Sellers’ Representative sends a notice of objection in accordance with Section 2.17(b), the Sellers’ Representative and Buyer will revise the Draft Working Capital Statement to reflect the final resolution or final determination of such objections under Section 2.17(c) within five (5) Business Days following such final resolution or determination. Such revised Draft Working Capital Statement will be final, conclusive and binding upon the Parties, absent manifest error. The Draft Working Capital Statement will become the “Closing Working Capital Statement” on the next Business Day following revision of the Draft Working Capital Statement under this Section 2.17(e). (f) The Sellers’ Representative (on behalf of the Sellers) and the Buyer will each bear their own fees and expenses, including the fees and expenses of their respective auditors, in preparing or reviewing, as the case may be, the Draft Working Capital Statement. In the case of a dispute and the retention of the Accounting Firm to determine such amount(s) in dispute, the costs and expenses of such Accounting Firm will be borne by Buyer, on the one hand, and the Sellers’ Representative (on behalf of Sellers), on the other hand, in such amount(s) as will be determined by the Accounting Firm based on the proportion that the aggregate amount of disputed items submitted to the Accounting Firm that is unsuccessfully disputed by Buyer, on the one hand, or the Sellers’ Representative, on the other hand, as determined by the Accounting Firm, bears to the total amount of such disputed items so referred to the Accounting Firm for resolution. However, the Sellers and the Buyer will each bear their own costs in presenting their respective cases to such Accounting Firm. (g) The Parties agree that the procedure set forth in this Section 2.17 for resolving disputes with respect to the Draft Working Capital Statement is the sole and exclusive method of resolving such disputes, absent manifest error; provided that (i) the authority of the Accounting Firm pursuant to this Section 2.17 shall be limited solely to the resolution of the calculation of amounts in dispute, and all other disputes between the parties (including with respect to the contractual interpretation of this Section 2.17) shall be resolved in accordance with Section 10.4, and (ii) subject to Section 10.4 (except the requirement to arbitrate set forth in Section 10.4(b)), this Section 2.17(g) will not prohibit any Party from instigating litigation to compel specific performance of this Section 2.17 or to enforce the determination of the Accounting Firm.

Preparation of Working Capital Statement. (a) Within ninety (90) 90 days following the Closing Asset Transfer Date (or such other date as is mutually agreed to by Sellers’ Representative the Vendor and Buyer the Purchaser in writing), Buyer the Vendor will prepare and deliver to the Sellers’ Representative Purchaser a draft consolidated statement of Working Capital (the “Draft Working Capital Statement”) of: (i) a balance sheet of the Acquired Companies as of 11:59 p.m. Eastern Time on the date immediately preceding the Closing Date; (ii) based on such balance sheet, Buyer’s calculation of the Working Capital, Closing Indebtedness, and Company Closing Cash; and (iii) a calculation of the Closing Merger Consideration substituting the calculations of Working Capital, Closing Indebtedness, and Company Closing Cash set forth in the Draft Working Capital Statement for the Estimated Working Capital, Estimated Indebtedness, and Estimated Cash set forth in the Merger Consideration Spreadsheet, respectivelyCompany. The Draft Working Capital Statement will be prepared 6 The omitted information is the specific dollar amount. prepared, as at the Asset Transfer Date, in accordance with Section 1.3 this Agreement and will include reasonable detail on IFRS as historically applied and using the computation thereof. If the Buyer fails to deliver the Draft Working Capital Statement within the aforementioned ninety (90) day period (or such other period as was mutually agreed to by Sellers’ Representative and Buyer accounting methodology set out in writingSchedule 1.1(hh), no adjustment to the Estimated Closing Merger Consideration will be made under Section 2.18, unless Sellers’ Representative notifies Buyer to the contrary in writing within five (5) Business Days after the expiration of the aforementioned ninety (90) day period. In the event that the Sellers’ Representative so notifies Buyer within such five (5) Business Day period, the Sellers’ Representative shall prepare and deliver to Buyer within thirty (30) days following such notice the Draft Working Capital Statement and this Section 2.17 shall continue to apply to the determination of the Closing Working Capital Statement, mutatis mutandis. During such thirty (30)-day period, Buyer will provide access, upon every reasonable request, to the Sellers’ Representative and the Representatives of the Sellers to all books, records, and appropriate personnel of Buyer, SPAC, the Acquired Companies and their respective auditors for purposes of preparing the Draft Working Capital Statement. If the Sellers’ Representative fails to deliver the Draft Working Capital Statement within such thirty (30)-day period, no adjustment to the Estimated Closing Merger Consideration will be made under Section 2.18. (b) The Sellers’ Representative Purchaser will have twenty (20) ten Business Days to review the Draft Working Capital Statement following receipt of it and the Sellers’ Representative Purchaser must notify the Buyer Vendor in writing if the Sellers’ Representative it has any objections to the Draft Working Capital Statement within such ten-Business Day period. The notice of objection must contain a statement of the basis of each of the Purchaser’s objections and each amount in dispute. The Buyer Vendor will provide access, upon every reasonable request, to the Sellers’ Representative and the Representatives Purchaser, to work papers of the Sellers to all work papers and Vendor supporting the Draft Working Capital Statement, accounting books and records of the Buyer’, SPAC’, the Acquired Companies and their respective auditors’ and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Draft Working Capital Statement, subject to, if applicable, execution and delivery by the Sellers’ Representative and the Representatives of Sellers of any agreement or other document, including any release, waiver or indemnity that the Buyer’s auditors may reasonably require prior to providing such access. (c) If the Sellers’ Representative Purchaser sends a notice of objection of the Draft Working Capital Statement in accordance with Section 2.17(b2.4(b), the Sellers’ Representative, on the one hand, Parties will work expeditiously and the Buyer and/or SPAC, on the other hand, will promptly make commercially reasonable efforts to try in good faith in an attempt to resolve such objections within twenty (20) Business Days 20 days following receipt of the notice of objectionnotice, or such later date as agreed to by the Parties in writing. Failing resolution of any objection to the Draft Working Capital Statement raised by the Sellers’ RepresentativePurchaser, only the amount(s) in dispute will be submitted for determination to an independent firm of national chartered professional accountants with sufficient experience representing companies conducting business within the cannabis industry mutually agreed to by the Sellers’ Representative Vendor and the Buyer Purchaser (and, failing such agreement between the Sellers’ Representative Vendor and the Buyer Purchaser within a further period of five (5) Business Days, each of the Sellers’ Representative and the Buyer shall select a such independent national firm of chartered professional accountants and will be PricewaterhouseCoopers LLP, or if such firms shall mutually agree upon a third independent firm of chartered professional accountants that will determine all disputes (the “Accounting Firm”is unable to act, then Ernst & Young LLP)). The Accounting Firm will identify a member of the firm to act in such mandate and will determine the procedures applicable to the resolution of the amounts in dispute with the primary purposes of minimizing expenses of the parties and expediting the accurate resolution of the dispute. The determination of such Accounting Firm firm of the amount(s) in dispute and any corresponding changes flowing from the resolution of such amounts in dispute national chartered accountants will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. Such Accounting Firm will be firm of national chartered accountants are deemed to be acting as experts and not as arbitrators. Notwithstanding the foregoing, the determination of such Accounting Firm of the amount(s) in dispute will in no event be more favorable to the Buyer than reflected in the Draft Working Capital Statement delivered by the Buyer or more favorable to the Sellers than shown in the proposed changes to the Draft Working Capital Statement delivered by the Sellers’ Representative under its notice of objection pursuant to Section 2.17(b). During the review by the Accounting Firm, the Buyer and the Sellers’ Representative will each make available to such Accounting Firm, such individuals and such information, facilities, books, records and work papers as may be reasonably required by the Accounting Firm to fulfill its obligations hereunder during normal business hours (such access not to unreasonably disrupt the operations of the Buyer, the Acquired Companies, or the Sellers). (d) If the Sellers’ Representative Purchaser does not notify the Buyer Vendor of any objection to the Draft Working Capital Statement within the twenty (20) ten-Business Day period set forth in Section 2.17(b)period, the Sellers Purchaser will be deemed to have accepted and approved the Draft Working Capital Statement and such Draft Working Capital Statement will be final, conclusive and binding upon the Parties, and will not be subject to appeal, absent manifest error and error. The Draft Working Capital Statement will become the “Closing Asset Transfer Date Working Capital Statement” on the next Business Day following the end of such ten-Business Day period. (e) If the Sellers’ Representative Purchaser sends a notice of objection in accordance with Section 2.17(b2.4(b), the Sellers’ Representative and Buyer Parties will revise the Draft Working Capital Statement to reflect the final resolution or final determination of such objections under Section 2.17(c2.4(c) within five (5) two Business Days following such final resolution or determination. Such revised Draft Working Capital Statement will be final, conclusive and binding upon the Parties, and will not be subject to appeal, absent manifest error. The Draft Working Capital Statement will become the “Closing Asset Transfer Date Working Capital Statement” on the next Business Day following revision of the Draft Working Capital Statement under this Section 2.17(e2.4(e). (f) The Sellers’ Representative (on behalf of the Sellers) Vendor and the Buyer Purchaser will each bear their own fees and expenses, including the fees and expenses of their respective auditors, in preparing or reviewing, as the case may be, the Draft Working Capital Statement. In the case of a dispute and the retention of the Accounting Firm a firm of national chartered accountants to determine such amount(s) in dispute, the costs and expenses of such Accounting Firm will be borne by Buyer, on the one hand, and the Sellers’ Representative (on behalf firm of Sellers), on the other hand, in such amount(s) as national chartered accountants will be determined by the Accounting Firm based on the proportion that the aggregate amount firm of disputed items submitted national chartered accountants having regard to the Accounting Firm that is unsuccessfully disputed by Buyeroutcome of their work and such other factors as they, on the one hand, or the Sellers’ Representative, on the other hand, as determined by the Accounting Firm, bears to the total amount of such disputed items so referred to the Accounting Firm for resolution. Howeverin their discretion consider reasonably applicable; however, the Sellers Vendor and the Buyer Purchaser will each bear their its own costs in presenting their its respective cases to such Accounting Firmfirm of national chartered accountants. (g) The Parties agree that the procedure set forth out in this Section 2.17 2.4 for resolving disputes with respect to the Draft Working Capital Statement is the sole and exclusive method of resolving such disputes, absent manifest error; provided that (i) the authority of the Accounting Firm pursuant to this . This Section 2.17 shall be limited solely to the resolution of the calculation of amounts in dispute, and all other disputes between the parties (including with respect to the contractual interpretation of this Section 2.17) shall be resolved in accordance with Section 10.4, and (ii) subject to Section 10.4 (except the requirement to arbitrate set forth in Section 10.4(b)), this Section 2.17(g2.4(g) will not prohibit any Party from instigating litigation to compel specific performance of this Section 2.17 2.4 or to enforce the determination of the Accounting Firmindependent firm of national chartered accountants.

Preparation of Working Capital Statement. (a) Within ninety (90) days following the Closing Date (or such other date as is mutually agreed to by Sellers’ Representative and Buyer in writing), Buyer will prepare and deliver to the Sellers’ Representative a draft consolidated statement (the “Draft Working Capital Statement”) of: (i) a balance sheet of the Acquired Companies as of 11:59 p.m. Eastern Time on the date immediately preceding the Closing Date; (ii) based on such balance sheet, Buyer’s calculation of the Working Capital, Closing Indebtedness, and Company Closing Cash; and (iii) a calculation of the Closing Merger Consideration substituting the calculations of Working Capital, Closing Indebtedness, and Company Closing Cash set forth in the Draft Working Capital Statement for the Estimated Working Capital, Estimated Indebtedness, and Estimated Cash set forth in the Merger Consideration Spreadsheet, respectively. The Draft Working Capital Statement will be prepared in accordance with Section 1.3 and will include reasonable detail on the computation thereof. If the Buyer fails to deliver the Draft Working Capital Statement within the aforementioned ninety (90) day period (or such other period as was mutually agreed to by Sellers’ Representative and Buyer in writing), no adjustment to the Estimated Closing Merger Consideration will be made under Section 2.18, unless Sellers’ Representative notifies Buyer to the contrary in writing within five (5) Business Days after the expiration of the aforementioned ninety (90) day period. In the event that the Sellers’ Representative so notifies Buyer within such five (5) Business Day period, the Sellers’ Representative shall prepare and deliver to Buyer within thirty (30) days following such notice the Draft Working Capital Statement and this Section 2.17 shall continue to apply to the determination of the Closing Working Capital Statement, mutatis mutandis. During such thirty (30)-day period, Buyer will provide access, upon every reasonable request, to the Sellers’ Representative and the Representatives of the Sellers to all books, records, and appropriate personnel of Buyer, SPAC, the Acquired Companies and their respective auditors for purposes of preparing the Draft Working Capital Statement. If the Sellers’ Representative fails to deliver the Draft Working Capital Statement within such thirty (30)-day period, no adjustment to the Estimated Closing Merger Consideration will be made under Section 2.18. (b) The Sellers’ Representative will have twenty (20) Business Days to review the Draft Working Capital Statement following receipt of it and the Sellers’ Representative must notify the Buyer in writing if the Sellers’ Representative has any objections to the Draft Working Capital Statement within such period. The notice of objection must contain a statement of the basis of each of the objections and each amount in dispute. The Buyer will provide access, upon every reasonable request, to the Sellers’ Representative and the Representatives of the Sellers to all work papers and books and records of the Buyer’, SPAC’, the Acquired Companies and their respective auditors’ and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Draft Working Capital Statement, subject to, if applicable, execution and delivery by the Sellers’ Representative and the Representatives of Sellers of any agreement or other document, including any release, waiver or indemnity that the Buyer’s auditors may reasonably require prior to providing such access. (c) If the Sellers’ Representative sends a notice of objection of the Draft Working Capital Statement in accordance with Section 2.17(b), the Sellers’ Representative, on the one hand, and the Buyer and/or SPAC, on the other hand, will promptly make commercially reasonable efforts to try to resolve such objections within twenty (20) Business Days following receipt of the notice of objection. Failing resolution of any objection to the Draft Working Capital Statement raised by the Sellers’ Representative, only the amount(s) in dispute will be submitted for determination to an independent firm of chartered professional accountants with sufficient experience representing companies conducting business within the cannabis industry mutually agreed to by the Sellers’ Representative and the Buyer (and, failing such agreement between the Sellers’ Representative and the Buyer within a further period of five (5) Business Days, each of the Sellers’ Representative and the Buyer shall select a firm of chartered professional accountants and such firms shall mutually agree upon a third independent firm of chartered professional accountants that will determine all disputes (the “Accounting Firm”)). The Accounting Firm will identify a member of the firm to act in such mandate and will determine the procedures applicable to the resolution of the amounts in dispute with the primary purposes of minimizing expenses of the parties and expediting the accurate resolution of the dispute. The determination of such Accounting Firm of the amount(s) in dispute and any corresponding changes flowing from the resolution of such amounts in dispute will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. Such Accounting Firm will be deemed to be acting as experts and not as arbitrators. Notwithstanding the foregoing, the determination of such Accounting Firm of the amount(s) in dispute will in no event be more favorable to the Buyer than reflected in the Draft Working Capital Statement delivered by the Buyer or more favorable to the Sellers than shown in the proposed changes to the Draft Working Capital Statement delivered by the Sellers’ Representative under its notice of objection pursuant to Section 2.17(b). During the review by the Accounting Firm, the Buyer and the Sellers’ Representative will each make available to such Accounting Firm, such individuals and such information, facilities, books, records and work papers as may be reasonably required by the Accounting Firm to fulfill its obligations hereunder during normal business hours (such access not to unreasonably disrupt the operations of the Buyer, the Acquired Companies, or the Sellers). (d) If the Sellers’ Representative does not notify the Buyer of any objection to the Draft Working Capital Statement within the twenty (20) Business Day period set forth in Section 2.17(b), the Sellers will be deemed to have accepted and approved the Draft Working Capital Statement and such Draft Working Capital Statement will be final, conclusive and binding upon the Parties, absent manifest error and will become the “Closing Working Capital Statement” on the next Business Day following the end of such period. (e) If the Sellers’ Representative sends a notice of objection in accordance with Section 2.17(b), the Sellers’ Representative and Buyer will revise the Draft Working Capital Statement to reflect the final resolution or final determination of such objections under Section 2.17(c) within five (5) Business Days following such final resolution or determination. Such revised Draft Working Capital Statement will be final, conclusive and binding upon the Parties, absent manifest error. The Draft Working Capital Statement will become the “Closing Working Capital Statement” on the next Business Day following revision of the Draft Working Capital Statement under this Section 2.17(e). (f) The Sellers’ Representative (on behalf of the Sellers) and the Buyer will each bear their own fees and expenses, including the fees and expenses of their respective auditors, in preparing or reviewing, as the case may be, the Draft Working Capital Statement. In the case of a dispute and the retention of the Accounting Firm to determine such amount(s) in dispute, the costs and expenses of such Accounting Firm will be borne by BuyerBxxxx, on the one hand, and the Sellers’ Representative (on behalf of Sellers), on the other hand, in such amount(s) as will be determined by the Accounting Firm based on the proportion that the aggregate amount of disputed items submitted to the Accounting Firm that is unsuccessfully disputed by BuyerBxxxx, on the one hand, or the Sellers’ Representative, on the other hand, as determined by the Accounting Firm, bears to the total amount of such disputed items so referred to the Accounting Firm for resolution. However, the Sellers and the Buyer will each bear their own costs in presenting their respective cases to such Accounting Firm. (g) The Parties agree that the procedure set forth in this Section 2.17 for resolving disputes with respect to the Draft Working Capital Statement is the sole and exclusive method of resolving such disputes, absent manifest error; provided that (i) the authority of the Accounting Firm pursuant to this Section 2.17 shall be limited solely to the resolution of the calculation of amounts in dispute, and all other disputes between the parties (including with respect to the contractual interpretation of this Section 2.17) shall be resolved in accordance with Section 10.4, and (ii) subject to Section 10.4 (except the requirement to arbitrate set forth in Section 10.4(b)), this Section 2.17(g) will not prohibit any Party from instigating litigation to compel specific performance of this Section 2.17 or to enforce the determination of the Accounting Firm.

Preparation of Working Capital Statement. ‌ (a) Within ninety (90) days following the Closing Date (or such other date as is mutually agreed to by Sellers’ Representative and Buyer in writing), Buyer will prepare and deliver to the Sellers’ Representative a draft consolidated statement (the “Draft Working Capital Statement”) of: (i) a balance sheet of the Acquired Companies as of 11:59 p.m. Eastern Time the Closing Date (but without giving effect to the Pre-Closing Restructuring and any actions taken by or at the direction of Buyer on the date immediately preceding Closing Date after the Closing Datehas occurred); and (ii) based on such balance sheet, Buyer’s calculation of the Working Capital, Closing Indebtedness, and Company Closing Cash; and Capital (iii) a calculation of the Closing Merger Consideration substituting the calculations of Working Capital, Closing Indebtedness, and Company Closing Cash set forth in the “Draft Working Capital Statement for the Estimated Working Capital, Estimated Indebtedness, and Estimated Cash set forth in the Merger Consideration Spreadsheet, respectivelyStatement”). The Draft Working Capital Statement will be prepared in accordance with Section 1.3 and will include reasonable detail on the computation thereof. If the Buyer fails to deliver the Draft Working Capital Statement within the aforementioned ninety (90) day period (or such other period as was mutually agreed to by Sellers’ Representative and Buyer in writing), no adjustment to the Estimated Closing Merger Consideration Purchase Price will be made under Section 2.182.6, unless Sellers’ Representative notifies Buyer to the contrary in writing within five (5) Business Days after the expiration of the aforementioned ninety (90) day period. In the event that the Sellers’ Representative so notifies Buyer within such five (5) Business Day period, the Sellers’ Representative shall prepare and deliver to Buyer within thirty (30) days following such notice the Draft Working Capital Statement and this Section 2.17 shall continue to apply to the determination of the Closing Working Capital Statement, mutatis mutandis. During such thirty (30)-day period, Buyer will provide access, upon every reasonable request, to the Sellers’ Representative and the Representatives of the Sellers to all books, records, and appropriate personnel of Buyer, SPAC, the Acquired Companies and their respective auditors for purposes of preparing the Draft Working Capital Statement. If the Sellers’ Representative fails to deliver the Draft Working Capital Statement within such thirty (30)-day period, no adjustment to the Estimated Closing Merger Consideration will be made under Section 2.18. (b) The Sellers’ Representative will have twenty (20) Business Days to review the Draft Working Capital Statement following receipt of it and the Sellers’ Representative must notify the Buyer in writing if the Sellers’ Representative has any objections to the Draft Working Capital Statement within such period. The notice of objection must contain a statement of the basis of each of the objections and each amount in dispute. The Buyer will provide access, upon every reasonable request, to the Sellers’ Representative and the Representatives of the Sellers to all work papers and books and records of the Buyer’’s, SPAC’, the Acquired Companies ’s and their respective auditors’ accounting books and records and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Draft Working Capital Statement, subject to, if applicable, execution and delivery by the Sellers’ Representative and the Representatives of Sellers of any agreement or other document, including any release, waiver or indemnity that the Buyer’s auditors may reasonably require prior to providing such access. (c) If the Sellers’ Representative sends a notice of objection of the Draft Working Capital Statement in accordance with Section 2.17(b2.5(b), the Sellers’ Representative, on the one hand, and the Buyer and/or SPAC, on the other hand, will promptly make commercially reasonable efforts to try to resolve such objections within twenty (20) Business Days following receipt of the notice of objection. Failing resolution of any objection to the Draft Working Capital Statement raised by the Sellers’ Representative, only the amount(s) in dispute will be submitted for determination to an independent firm of chartered professional accountants with sufficient experience representing companies conducting business within the cannabis industry mutually agreed to by the Sellers’ Representative and the Buyer (and, failing such agreement between the Sellers’ Representative and the Buyer within a further period of five (5) Business Days, each of the Sellers’ Representative and the Buyer shall select a firm of chartered professional accountants and such firms shall mutually agree upon a third independent firm of chartered professional accountants that will determine all disputes be Xxxxx & Xxxxxx, CPAs, or if such firm is unable to act a firm to be mutually agreed upon by the Sellers’ Representative and Buyer, acting reasonably (the “Accounting Firm”)). The Accounting Firm will identify a member of the firm to act in such mandate and will determine the procedures applicable to the resolution of the amounts in dispute with the primary purposes of minimizing expenses of the parties and expediting the accurate resolution of the dispute. The determination of such Accounting Firm of the amount(s) in dispute and any corresponding changes flowing from the resolution of such amounts in dispute will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. Such Accounting Firm will be deemed to be acting as experts and not as arbitrators. Notwithstanding the foregoing, the determination of such Accounting Firm of the amount(s) in dispute will in no event be more favorable to the Buyer than reflected in the Draft Working Capital Statement delivered by the Buyer or more favorable to the Sellers than shown in the proposed changes to the Draft Working Capital Statement delivered by the Sellers’ Representative under its notice of objection pursuant to this Section 2.17(b2.5(c). During the review by the Accounting Firm, the Buyer and the Sellers’ Representative will each make available to such Accounting Firm, such individuals and such information, facilities, books, records and work papers as may be reasonably required by the Accounting Firm to fulfill its obligations hereunder during normal business hours (such access not to unreasonably disrupt the operations of the Buyer, the Acquired Companies, Newco or the Sellers). (d) If the Sellers’ Representative does not notify the Buyer of any objection to the Draft Working Capital Statement within the twenty (20) Business Day period set forth in Section 2.17(b2.5(c), the Sellers will be deemed to have accepted and approved the Draft Working Capital Statement and such Draft Working Capital Statement will be final, conclusive and binding upon the Parties, absent manifest error and will become the “Closing Working Capital Statement” on the next Business Day following the end of such period. (e) If the Sellers’ Representative sends a notice of objection in accordance with Section 2.17(b2.5(c), the Sellers’ Representative and Buyer will revise the Draft Working Capital Statement to reflect the final resolution or final determination of such objections under Section 2.17(c2.5(c) within five (5) Business Days following such final resolution or determination. Such revised Draft Working Capital Statement will be final, conclusive and binding upon the Parties, absent manifest error. The Draft Working Capital Statement will become the “Closing Working Capital Statement” on the next Business Day following revision of the Draft Working Capital Statement under this Section 2.17(e2.5(e). (f) The Sellers’ Representative (on behalf of the Sellers) and the Buyer will each bear their own fees and expenses, including the fees and expenses of their respective auditors, in preparing or reviewing, as the case may be, the Draft Working Capital Statement. In the case of a dispute and the retention of the Accounting Firm to determine such amount(s) in dispute, the costs and expenses of such Accounting Firm will be borne by Buyer, on the one hand, and the Sellers’ Representative (on behalf of Sellers), on the other hand, in such amount(s) as will be determined by the Accounting Firm based on the proportion that the aggregate amount of disputed items submitted to the Accounting Firm that is unsuccessfully disputed by Buyer, on the one hand, or the Sellers’ Representative, on the other hand, as determined by the Accounting Firm, bears to the total amount of such disputed items so referred to the Accounting Firm for resolution. However, the Sellers and the Buyer will each bear their own costs in presenting their respective cases to such Accounting Firm. (g) The Parties agree that the procedure set forth in this Section 2.17 2.5 for resolving disputes with respect to the Draft Working Capital Statement is the sole and exclusive method of resolving such disputes, absent manifest error; provided that (i) the authority of the Accounting Firm pursuant to this Section 2.17 shall be limited solely to the resolution of the calculation of amounts in dispute, and all other disputes between the parties (including with respect to the contractual interpretation of this Section 2.17) shall be resolved in accordance with Section 10.4, and (ii) subject . Subject to Section 10.4 (except the requirement to arbitrate set forth in Section 10.4(b)), this Section 2.17(g2.5(g) will not prohibit any Party from instigating litigation to compel specific performance of this Section 2.17 2.5 or to enforce the determination of the Accounting Firm.

Preparation of Working Capital Statement. ‌ (a1) Within ninety (90) 45 days following the Closing Date (or such other date as is mutually agreed to by Sellers’ Representative the Vendor and Buyer the Purchaser in writing), Buyer will the Purchaser shall prepare and deliver to the Sellers’ Representative Vendor drafts of: (i) an unaudited balance sheet of the Purchased Business as of the Effective Time; and (ii) a draft consolidated statement detailed calculation of the Working Capital as of the Effective Time (the “Draft Working Capital Statement”) of: (i) a balance sheet of the Acquired Companies Purchased Business prepared as of 11:59 p.m. Eastern Time on the date immediately preceding the Closing Date; (ii) based on such balance sheet, Buyer’s calculation of the Working Capital, Closing Indebtedness, and Company Closing Cash; and (iii) a calculation of the Closing Merger Consideration substituting the calculations of Working Capital, Closing Indebtedness, and Company Closing Cash set forth in the Draft Working Capital Statement for the Estimated Working Capital, Estimated Indebtedness, and Estimated Cash set forth in the Merger Consideration Spreadsheet, respectivelyEffective Time. The Draft Working Capital Statement will be prepared in accordance in accordance with Section 1.3 and will include reasonable detail on the computation thereof. If the Buyer fails to deliver the Draft Working Capital Statement within the aforementioned ninety (90) day period (or such other period as was mutually agreed to by Sellers’ Representative and Buyer illustrative example set out in writing), no adjustment to the Estimated Closing Merger Consideration will be made under Section 2.18, unless Sellers’ Representative notifies Buyer to the contrary in writing within five (5) Business Days after the expiration of the aforementioned ninety (90) day period. In the event that the Sellers’ Representative so notifies Buyer within such five (5) Business Day period, the Sellers’ Representative shall prepare and deliver to Buyer within thirty (30) days following such notice the Draft Working Capital Statement and this Section 2.17 shall continue to apply to the determination of the Closing Working Capital Statement, mutatis mutandis. During such thirty (30)-day period, Buyer will provide access, upon every reasonable request, to the Sellers’ Representative and the Representatives of the Sellers to all books, records, and appropriate personnel of Buyer, SPAC, the Acquired Companies and their respective auditors for purposes of preparing the Draft Working Capital Statement. If the Sellers’ Representative fails to deliver the Draft Working Capital Statement within such thirty (30)-day period, no adjustment to the Estimated Closing Merger Consideration will be made under Section 2.18.Schedule 3.4(1).‌ (b2) The Sellers’ Representative will Vendor shall have twenty (20) 15 Business Days to review the Draft Working Capital Statement following receipt of it and the Sellers’ Representative Vendor must notify the Buyer Purchaser in writing if the Sellers’ Representative it has any objections to the Draft Working Capital Statement within such 20 Business Day period. The notice of objection must contain a statement of the basis of each of the Vendor’s objections and each amount in dispute. The Buyer will Purchaser shall provide access, upon every reasonable request, to the Sellers’ Representative and the Representatives of the Sellers Vendor to all work papers and of the Purchaser, accounting books and records of the Buyer’, SPAC’, the Acquired Companies and their respective auditors’ and the appropriate personnel to verify the accuracy, accuracy,‌ presentation and other matters relating to the preparation of the Draft Working Capital Statement, subject to, if applicable, execution and delivery by the Sellers’ Representative and the Representatives of Sellers of any agreement or other document, including any release, waiver or indemnity that the Buyer’s auditors may reasonably require prior to providing such access. (c3) If the Sellers’ Representative Vendor sends a notice of objection of the Draft Working Capital Statement in accordance with Section 2.17(b3.4(2), the Sellers’ Representative, on the one hand, Parties shall work expeditiously and the Buyer and/or SPAC, on the other hand, will promptly make commercially reasonable efforts to try in good faith in an attempt to resolve such objections within twenty (20) 10 Business Days following receipt of the notice of objectionnotice. Failing resolution of any objection to the Draft Working Capital Statement raised by the Sellers’ RepresentativeVendor, only the amount(s) in dispute will be submitted for determination to an independent firm of chartered professional accountants with sufficient experience representing companies conducting business within the cannabis industry mutually agreed to by the Sellers’ Representative Vendor and the Buyer Purchaser (and, failing such agreement between the Sellers’ Representative Vendor and the Buyer Purchaser within a further period of five (5) 5 Business Days, each of the Sellers’ Representative and the Buyer shall select a firm of chartered professional accountants and such firms shall mutually agree upon a third independent firm of chartered professional accountants that will determine all disputes (the “Accounting Firm”be KPMG LLP, or if such firm is unable to act, Xxxxx Xxxxxxxx LLP)). The Accounting Firm will identify a member of the firm to act in such mandate and will determine the procedures applicable to the resolution of the amounts in dispute with the primary purposes of minimizing expenses of the parties and expediting the accurate resolution of the dispute. The determination of such Accounting Firm firm of the amount(s) in dispute and any corresponding changes flowing from the resolution of such amounts in dispute chartered accountants will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. Such Accounting Firm will be firm of chartered accountants are deemed to be acting as experts and not as arbitrators. Notwithstanding the foregoing, the determination of such Accounting Firm of the amount(s) in dispute will in no event be more favorable to the Buyer than reflected in the Draft Working Capital Statement delivered by the Buyer or more favorable to the Sellers than shown in the proposed changes to the Draft Working Capital Statement delivered by the Sellers’ Representative under its notice of objection pursuant to Section 2.17(b). During the review by the Accounting Firm, the Buyer and the Sellers’ Representative will each make available to such Accounting Firm, such individuals and such information, facilities, books, records and work papers as may be reasonably required by the Accounting Firm to fulfill its obligations hereunder during normal business hours (such access not to unreasonably disrupt the operations of the Buyer, the Acquired Companies, or the Sellers).arbitrators.‌ (d4) If the Sellers’ Representative Vendor does not notify the Buyer Purchaser of any objection to the Draft Working Capital Statement within the twenty (20) 15 Business Day period set forth in Section 2.17(b)period, the Sellers will be Vendor is deemed to have accepted and approved the Draft Working Capital Statement and such Draft Working Capital Statement will be final, conclusive and binding upon the Parties, and will not be subject to appeal, absent manifest error and error. The Draft Working Capital Statement will become the “Closing Working Capital Statement” on the next Business Day following the end of such period.10 Business Day period.‌ (e5) If the Sellers’ Representative Vendor sends a notice of objection in accordance with Section 2.17(b3.4(2), the Sellers’ Representative and Buyer will Parties shall revise the Draft Working Capital Statement to reflect the final resolution or final determination of such objections under Section 2.17(c3.4(3) within five (5) two Business Days following such final resolution or determination. Such revised Draft Working Capital Statement will be final, conclusive and binding upon the Parties, and will not be subject to appeal, absent manifest error. The Draft Working Capital Statement will become the “Closing Working Capital Statement” on the next Business Day following revision of the Draft Working Capital Statement under this Section 2.17(e).3.4(5).‌ (f6) The Sellers’ Representative (on behalf of the Sellers) Vendor and the Buyer will Purchaser shall each bear their own fees and expenses, including the fees and expenses of their respective accountants and auditors, in preparing or reviewing, as the case may be, the Draft Working Capital Statement. In the case of a dispute and the retention of the Accounting Firm a firm of chartered accountants to determine such amount(s) in dispute, the costs and expenses of such Accounting Firm firm of chartered accountants will be borne by Buyer, on the one hand, Vendor and the Sellers’ Representative (on behalf of Sellers), on the other hand, Purchaser in such amount(s) proportions as will be determined the positions taken by each of the Accounting Firm based on Vendor and the proportion that the aggregate amount of disputed items submitted Purchaser are unsuccessful when compared to the Accounting Firm that is unsuccessfully disputed by Buyer, on the one hand, or the Sellers’ Representative, on the other hand, as determined by the Accounting Firm, bears to the total amount of such disputed items so referred to the Accounting Firm for resolutionClosing Working Capital Statement. However, the Sellers Vendor and the Buyer will Purchaser shall each bear their own costs in presenting their respective cases to such Accounting Firmfirm of chartered accountants. (g7) The Parties agree that the procedure set forth in this Section 2.17 3.4 for resolving disputes with respect to the Draft Working Capital Statement is the sole and exclusive method of resolving such disputes, absent manifest error; provided that (i) the authority of the Accounting Firm pursuant to this . This Section 2.17 shall be limited solely to the resolution of the calculation of amounts in dispute, and all other disputes between the parties (including with respect to the contractual interpretation of this Section 2.17) shall be resolved in accordance with Section 10.4, and (ii) subject to Section 10.4 (except the requirement to arbitrate set forth in Section 10.4(b)), this Section 2.17(g3.4(7) will not prohibit any Party from instigating litigation to compel specific performance of this Section 2.17 3.4 or to enforce the determination of the Accounting Firm.independent firm of chartered accountants.‌

Preparation of Working Capital Statement. (a1) Within ninety one hundred twenty (90120) days following the Closing Date (or such other date as is mutually agreed to by Sellers’ the Vendor Representative and Buyer the Purchaser in writing), Buyer will the Purchaser shall prepare in good faith, and deliver to the Sellers’ Representative Vendors, a draft consolidated statement of Working Capital (the “Draft Working Capital Statement”) of: (i) a balance sheet prepared as of the Acquired Companies as of 11:59 p.m. Eastern Time on the date immediately preceding the Closing Date; (ii) based on such balance sheet, Buyer’s calculation of the Working Capital, Closing Indebtedness, and Company Closing Cash; and (iii) a calculation of the Closing Merger Consideration substituting the calculations of Working Capital, Closing Indebtedness, and Company Closing Cash set forth in the Draft Working Capital Statement for the Estimated Working Capital, Estimated Indebtedness, and Estimated Cash set forth in the Merger Consideration Spreadsheet, respectivelyEffective Time. The Draft Working Capital Statement will be prepared pursuant to the methodology set forth on Schedule 3.4 and to the extent not inconsistent with such methodology in accordance with Section 1.3 and will include reasonable detail on the computation thereof. If the Buyer fails to deliver the Draft Working Capital Statement within the aforementioned ninety (90) day period (or such other period as was mutually agreed to by Sellers’ Representative and Buyer in writing), no adjustment to the Estimated Closing Merger Consideration will be made under Section 2.18, unless Sellers’ Representative notifies Buyer to the contrary in writing within five (5) Business Days after the expiration of the aforementioned ninety (90) day period. In the event that the Sellers’ Representative so notifies Buyer within such five (5) Business Day period, the Sellers’ Representative shall prepare and deliver to Buyer within thirty (30) days following such notice the Draft Working Capital Statement and this Section 2.17 shall continue to apply to the determination of the Closing Working Capital Statement, mutatis mutandis. During such thirty (30)-day period, Buyer will provide access, upon every reasonable request, to the Sellers’ Representative and the Representatives of the Sellers to all books, records, and appropriate personnel of Buyer, SPAC, the Acquired Companies and their respective auditors for purposes of preparing the Draft Working Capital Statement. If the Sellers’ Representative fails to deliver the Draft Working Capital Statement within such thirty (30)-day period, no adjustment to the Estimated Closing Merger Consideration will be made under Section 2.18GAAP. (b2) The Sellers’ Representative will Vendors shall have twenty (20) Business Days to review the Draft Working Capital Statement following receipt of it and the Sellers’ Vendor Representative must notify the Buyer Purchaser in writing if the Sellers’ Representative it has any objections to the Draft Working Capital Statement within such twenty (20) Business Day period. The notice of objection must contain a statement of the basis of each of the Vendors’ objections and each amount in dispute. The Buyer will Purchaser shall provide access, upon every reasonable request, to the Sellers’ Representative Vendors and the Representatives of the Sellers its advisors to all work papers of the Purchaser and its auditors, accounting books and records of the Buyer’, SPAC’, the Acquired Companies and their respective auditors’ and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Draft Working Capital Statement, subject to, if applicable, to execution and delivery by the Sellers’ Representative and the Representatives of Sellers Vendors of any agreement or other document, including any release, waiver or indemnity confidentiality undertaking that the BuyerPurchaser’s auditors may reasonably require require, acting reasonably, prior to providing such access. (c3) If the Sellers’ Representative Vendor Representative, sends a notice of objection of the Draft Working Capital Statement in accordance with Section 2.17(b3.5(2), the Sellers’ Representative, on the one hand, Parties shall work expeditiously and the Buyer and/or SPAC, on the other hand, will promptly make commercially reasonable efforts to try in good faith in an attempt to resolve such objections within twenty (20) Business Days following receipt of the notice of objectionnotice. Failing resolution of any objection to the Draft Working Capital Statement raised by the Sellers’ RepresentativeVendors, only the amount(s) in dispute will be submitted for determination to an independent firm of chartered professional accountants with sufficient experience representing companies conducting business within the cannabis industry mutually agreed to by the Sellers’ Vendor Representative and the Buyer Purchaser (and, failing such agreement between the Sellers’ Vendor Representative and the Buyer Purchaser within a further period of five (5) Business Days, each of the Sellers’ Representative and the Buyer shall select a firm of chartered professional accountants and such firms shall mutually agree upon a third independent firm of chartered professional accountants that will determine all disputes (the “Accounting Firm”)). The Accounting Firm will identify a member of the firm to act in such mandate and will determine the procedures applicable to the resolution of the amounts in dispute with the primary purposes of minimizing expenses of the parties and expediting the accurate resolution of the dispute. be Besner Galley Xxxxxxxx L.L.P. The determination of such Accounting Firm firm of the amount(s) in dispute and any corresponding changes flowing from the resolution of such amounts in dispute chartered accountants will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. Such Accounting Firm will be firm of chartered accountants are deemed to be acting as experts and not as arbitrators. Notwithstanding Each of the foregoingVendor Representative, the determination of such Accounting Firm of the amount(s) in dispute will in no event Purchaser and their respective advisors shall be more favorable entitled to the Buyer than reflected in the Draft Working Capital Statement delivered by the Buyer or more favorable to the Sellers than shown in the proposed changes to the Draft Working Capital Statement delivered by the Sellers’ Representative under its notice of objection pursuant to Section 2.17(b). During the review by the Accounting Firm, the Buyer and the Sellers’ Representative will each make available to such Accounting Firm, such individuals and such information, facilities, books, records and work papers as may be reasonably required by the Accounting Firm to fulfill its obligations hereunder during normal business hours (such access not to unreasonably disrupt the operations of the Buyer, the Acquired Companies, or the Sellers)oral presentations. (d4) If the Sellers’ Vendor Representative does not notify the Buyer Purchaser of any objection to the Draft Working Capital Statement within the twenty (20) Business Day period set forth in Section 2.17(b)period, the Sellers will be Vendors are deemed to have accepted and approved the Draft Working Capital Statement and such Draft Working Capital Statement will be final, conclusive and binding upon the Parties, and will not be subject to appeal, absent manifest error and error. The Draft Working Capital Statement will become the “Closing Working Capital Statement” on the next Business Day following the end of such twenty (20) Business Day period. (e5) If the Sellers’ Vendor Representative sends a notice of objection in accordance with Section 2.17(b3.5(2), the Sellers’ Representative and Buyer will Parties shall revise the Draft Working Capital Statement to reflect the final resolution or final determination of such objections under Section 2.17(c3.5(3) within five ten (510) Business Days following such final resolution or determination. Such revised Draft Working Capital Statement will be final, conclusive and binding upon the Parties, and will not be subject to appeal, absent manifest error. The Draft Working Capital Statement will become the “Closing Working Capital Statement” on the next Business Day following revision of the Draft Working Capital Statement under this Section 2.17(e3.5(5). (f6) The Sellers’ Representative (on behalf of the Sellers) Vendors and the Buyer will Purchaser shall each bear their own fees and expenses, including the fees and expenses of their respective auditors, in preparing or reviewing, as the case may be, the Draft Working Capital Statement. In the case of a dispute and the retention of the Accounting Firm a firm of chartered accountants to determine such amount(s) in dispute, the costs and expenses of such Accounting Firm firm of chartered accountants will be borne equally by Buyerthe Vendors, on the one hand, and the Sellers’ Representative (on behalf of Sellers)Purchaser, on the other hand, in such amount(s) as will be determined by the Accounting Firm based on the proportion that the aggregate amount of disputed items submitted to the Accounting Firm that is unsuccessfully disputed by Buyer, on the one hand, or the Sellers’ Representative, on the other hand, as determined by the Accounting Firm, bears to the total amount of such disputed items so referred to the Accounting Firm for resolutionother. However, the Sellers Vendors and the Buyer will Purchaser shall each bear their own costs in presenting their respective cases to such Accounting Firmfirm of chartered accountants. (g7) The Parties agree that the procedure set forth in this Section 2.17 3.5 for resolving disputes with respect to the Draft Working Capital Statement is the sole and exclusive method of resolving such disputes, absent manifest error; provided that (i) the authority of the Accounting Firm pursuant to this . This Section 2.17 shall be limited solely to the resolution of the calculation of amounts in dispute, and all other disputes between the parties (including with respect to the contractual interpretation of this Section 2.17) shall be resolved in accordance with Section 10.4, and (ii) subject to Section 10.4 (except the requirement to arbitrate set forth in Section 10.4(b)), this Section 2.17(g3.5(7) will not prohibit any Party from instigating litigation to compel specific performance of this Section 2.17 3.5 or Section 3.6 or to enforce the determination of the Accounting Firmindependent firm of chartered accountants or the delivery of the Escrow Certificate.

Preparation of Working Capital Statement. ‌ (a) Within ninety (90) days following the Closing Date (or such other date as is mutually agreed to by Sellers’ Representative Seller and Buyer in writing), Buyer will prepare and deliver to the Sellers’ Representative Seller a draft consolidated statement (the “Draft Working Capital Statement”) of: (i) a balance sheet of the Acquired Companies as of 11:59 p.m. Eastern Time the Closing Date (but without giving effect to the Pre-Closing Restructuring and any actions taken by or at the direction of Buyer on the date immediately preceding Closing Date after the Closing Datehas occurred); and (ii) based on such balance sheet, Buyer’s calculation of the Working Capital, Closing Indebtedness, and Company Closing Cash; and Capital (iii) a calculation of the Closing Merger Consideration substituting the calculations of Working Capital, Closing Indebtedness, and Company Closing Cash set forth in the “Draft Working Capital Statement for the Estimated Working Capital, Estimated Indebtedness, and Estimated Cash set forth in the Merger Consideration Spreadsheet, respectivelyStatement”). The Draft Working Capital Statement will be prepared in accordance with Section 1.3 and will include reasonable detail on the computation thereof. If the Buyer fails to deliver the Draft Working Capital Statement within the aforementioned ninety (90) day period (or such other period as was mutually agreed to by Sellers’ Representative Seller and Buyer in writing), no adjustment to the Estimated Closing Merger Consideration Purchase Price will be made under Section 2.182.6, unless Sellers’ Representative Seller notifies Buyer to the contrary in writing within five (5) Business Days after the expiration of the aforementioned ninety (90) day period. In the event that the Sellers’ Representative so notifies Buyer within such five (5) Business Day period, the Sellers’ Representative shall prepare and deliver to Buyer within thirty (30) days following such notice the Draft Working Capital Statement and this Section 2.17 shall continue to apply to the determination of the Closing Working Capital Statement, mutatis mutandis. During such thirty (30)-day period, Buyer will provide access, upon every reasonable request, to the Sellers’ Representative and the Representatives of the Sellers to all books, records, and appropriate personnel of Buyer, SPAC, the Acquired Companies and their respective auditors for purposes of preparing the Draft Working Capital Statement. If the Sellers’ Representative fails to deliver the Draft Working Capital Statement within such thirty (30)-day period, no adjustment to the Estimated Closing Merger Consideration will be made under Section 2.18. (b) The Sellers’ Representative Seller will have twenty (20) Business Days to review the Draft Working Capital Statement following receipt of it and the Sellers’ Representative Seller must notify the Buyer in writing if the Sellers’ Representative Seller has any objections to the Draft Working Capital Statement within such period. The notice of objection must contain a statement of the basis of each of the objections and each amount in dispute. The Buyer will provide access, upon every reasonable request, to the Sellers’ Representative Seller and the Representatives of the Sellers Seller to all work papers and books and records of the Buyer’’s, SPAC’, the Acquired Companies ’s and their respective auditors’ accounting books and records and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Draft Working Capital Statement, subject to, if applicable, execution and delivery by the Sellers’ Representative Seller and the Representatives of Sellers Seller of any agreement or other document, including any release, waiver or indemnity that the Buyer’s auditors may reasonably require prior to providing such access. (c) If the Sellers’ Representative Seller sends a notice of objection of the Draft Working Capital Statement in accordance with Section 2.17(b2.5(b), the Sellers’ RepresentativeSeller, on the one hand, and the Buyer and/or SPAC, on the other hand, will promptly make commercially reasonable efforts to try to resolve such objections within twenty (20) Business Days following receipt of the notice of objection. Failing resolution of any objection to the Draft Working Capital Statement raised by the Sellers’ RepresentativeSeller, only the amount(s) in dispute will be submitted for determination to an independent firm of chartered professional accountants with sufficient experience representing companies conducting business within the cannabis industry mutually agreed to by the Sellers’ Representative Seller and the Buyer (and, failing such agreement between the Sellers’ Representative Seller and the Buyer within a further period of five (5) Business Days, each of the Sellers’ Representative and the Buyer shall select a firm of chartered professional accountants and such firms shall mutually agree upon a third independent firm of chartered professional accountants that will determine all disputes be Xxxxx & Xxxxxx, CPAs, or if such firm is unable to act a firm to be mutually agreed upon by Seller and Buyer, acting reasonably (the “Accounting Firm”)). The Accounting Firm will identify a member of the firm to act in such mandate and will determine the procedures applicable to the resolution of the amounts in dispute with the primary purposes of minimizing expenses of the parties and expediting the accurate resolution of the dispute. The determination of such Accounting Firm of the amount(s) in dispute and any corresponding changes flowing from the resolution of such amounts in dispute will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. Such Accounting Firm will be deemed to be acting as experts and not as arbitrators. Notwithstanding the foregoing, the determination of such Accounting Firm of the amount(s) in dispute will in no event be more favorable to the Buyer than reflected in the Draft Working Capital Statement delivered by the Buyer or more favorable to the Sellers Seller than shown in the proposed changes to the Draft Working Capital Statement delivered by the Sellers’ Representative Seller under its notice of objection pursuant to this Section 2.17(b2.5(c). During the review by the Accounting Firm, the Buyer and the Sellers’ Representative Seller will each make available to such Accounting Firm, such individuals and such information, facilities, books, records and work papers as may be reasonably required by the Accounting Firm to fulfill its obligations hereunder during normal business hours (such access not to unreasonably disrupt the operations of the Buyer, the Acquired Companies, Newco or the SellersSeller). (d) If the Sellers’ Representative Seller does not notify the Buyer of any objection to the Draft Working Capital Statement within the twenty (20) Business Day period set forth in Section 2.17(b2.5(c), the Sellers Seller will be deemed to have accepted and approved the Draft Working Capital Statement and such Draft Working Capital Statement will be final, conclusive and binding upon the Parties, absent manifest error and will become the “Closing Working Capital Statement” on the next Business Day following the end of such period. (e) If the Sellers’ Representative Seller sends a notice of objection in accordance with Section 2.17(b2.5(c), the Sellers’ Representative Seller and Buyer will revise the Draft Working Capital Statement to reflect the final resolution or final determination of such objections under Section 2.17(c2.5(c) within five (5) Business Days following such final resolution or determination. Such revised Draft Working Capital Statement will be final, conclusive and binding upon the Parties, absent manifest error. The Draft Working Capital Statement will become the “Closing Working Capital Statement” on the next Business Day following revision of the Draft Working Capital Statement under this Section 2.17(e2.5(e). (f) The Sellers’ Representative (on behalf of the Sellers) Seller and the Buyer will each bear their own fees and expenses, including the fees and expenses of their respective auditors, in preparing or reviewing, as the case may be, the Draft Working Capital Statement. In the case of a dispute and the retention of the Accounting Firm to determine such amount(s) in dispute, the costs and expenses of such Accounting Firm will be borne by Buyer, on the one hand, and the Sellers’ Representative (on behalf of Sellers)Seller, on the other hand, in such amount(s) as will be determined by the Accounting Firm based on the proportion that the aggregate amount of disputed items submitted to the Accounting Firm that is unsuccessfully disputed by Buyer, on the one hand, or the Sellers’ RepresentativeSeller, on the other hand, as determined by the Accounting Firm, bears to the total amount of such disputed items so referred to the Accounting Firm for resolution. However, the Sellers Seller and the Buyer will each bear their own costs in presenting their respective cases to such Accounting Firm. (g) The Parties agree that the procedure set forth in this Section 2.17 2.5 for resolving disputes with respect to the Draft Working Capital Statement is the sole and exclusive method of resolving such disputes, absent manifest error; provided that (i) the authority of the Accounting Firm pursuant to this Section 2.17 shall be limited solely to the resolution of the calculation of amounts in dispute, and all other disputes between the parties (including with respect to the contractual interpretation of this Section 2.17) shall be resolved in accordance with Section 10.4, and (ii) subject . Subject to Section 10.4 (except the requirement to arbitrate set forth in Section 10.4(b)), this Section 2.17(g2.5(g) will not prohibit any Party from instigating litigation to compel specific performance of this Section 2.17 2.5 or to enforce the determination of the Accounting Firm.