Common use of Closing Statements Clause in Contracts

Closing Statements. (a) No sooner than five (5) or later than two (2) Business Days prior to the Closing Date: (i) the Company Parties shall deliver to SPAC a certificate duly executed by an authorized officer of the Company (the “Company Closing Certificate”) setting forth a statement of (i) the aggregate accrued and unpaid Company Transaction Expenses as of immediately prior to the Merger Effective Time (the “Unpaid Company Expenses”) and (ii) the FST Restructuring Expenses, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (ii) SPAC shall deliver to the Company a certificate duly executed by an authorized officer of SPAC (the “SPAC Closing Statement” and, together with the Company Closing Certificate, the “Closing Statements”), setting forth the aggregate accrued and unpaid SPAC Transaction Expenses as of immediately prior to the Merger Effective Time (the “Unpaid SPAC Expenses” and, together with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (b) On the Closing Date, concurrently with the Merger Effective Time, all Unpaid Transaction Expenses shall be paid in full, and in furtherance of the foregoing, the Parties agree that the Parties shall use their reasonable best efforts to cause the Trustee to pay by wire transfer of immediately available funds from the Trust Account, the Unpaid Transaction Expenses set forth on the Closing Statements pursuant to Section 7.16. For the avoidance of doubt, the Company shall be solely responsible and pay for the FST Restructuring Expenses prior to and after the Closing. If the Closing shall occur, any payment of the Unpaid Transaction Expenses from the proceeds of the Trust Account shall take priority over any payment of the FST Restructuring Expenses. (c) Each of the Company Parties and SPAC shall (i) provide the other Parties hereto and their respective Representatives with reasonable access to the relevant books, records and finance personnel of such party to enable the other Parties hereto and their respective Representatives to review and analyze the amounts set forth on the Closing Statements, and (ii) make such amendments to the Closing Statements as the Parties may mutually and in good faith agree.

Closing Statements. (ai) No sooner The Company shall deliver to Parent, at least five, but no more than five (5) or later than two (2) Business Days seven, business days prior to the Closing Date: , a statement (ithe “Working Capital Closing Statement”) consisting of (A) a statement comparable to the Initial Statement of its calculations of its good faith estimate of the Net Working Capital as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs (as defined below)), and (B) its good faith estimate as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement) of the amount of fees and expenses, including legal, accounting and financial advisory fees and expenses, incurred by the Company Parties shall deliver to SPAC a certificate duly executed by an authorized officer of in connection with this Agreement and the Company transactions contemplated thereby (the “Company Closing CertificateTransaction Costs”) setting forth a statement of (i) ), in the aggregate accrued and unpaid with respect to each Person entitled to payment of a portion of such Company Transaction Expenses as of immediately prior to the Merger Effective Time (the “Unpaid Company Expenses”) and (ii) the FST Restructuring Expenses, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payeeCosts. (ii) SPAC shall deliver to On the Company a certificate duly executed by an authorized officer of SPAC (the “SPAC Closing Statement” and, together with the Company Closing Certificate, the “Closing Statements”), setting forth the aggregate accrued and unpaid SPAC Transaction Expenses as of immediately business day prior to the Merger Effective Time (the “Unpaid SPAC Expenses” and, together with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (b) On the Closing Date, concurrently the Company shall deliver to Parent a statement (the "Cash Closing Statement") setting forth (A) the Company's Cash as of the close of business on such date and (B) the Company's good faith estimate of the amount of the Company's Cash as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs). (iii) The Working Capital Closing Statement and the Cash Closing Statement (together, the "Closing Statements") shall be prepared in good faith and be accompanied by a certificate executed by the Chief Financial Officer of the Company stating that such statements were prepared in good faith and, with respect to the Working Capital Closing Statement, that such statement was prepared on the same basis and applying the same accounting principles, policies and practices that were used in preparing the Initial Statement, including the principles, policies and practices set forth in Exhibit B. Parent and its representatives shall be permitted reasonable access to review the Company's books and records and work papers related to the preparation of the Closing Statements. Parent and its representatives may make inquiries of the Company, and its accountants and employees, regarding questions concerning or disagreements with the Merger Effective Time, all Unpaid Transaction Expenses shall be paid Closing Statements arising in fullthe course of their review thereof, and in furtherance of the foregoing, the Parties agree that the Parties Company shall use their its commercially reasonable best efforts to cause the Trustee any such accountants and employees to pay by wire transfer of immediately available funds from the Trust Account, the Unpaid Transaction Expenses set forth on the Closing Statements pursuant cooperate with and respond to Section 7.16such inquiries. For the avoidance of doubt, Parent shall deliver written notice to the Company shall be solely responsible and pay for the FST Restructuring Expenses prior of any disagreement that Parent may have as to and after the Closing. If the Closing shall occur, any payment of the Unpaid Transaction Expenses amount included in or omitted from the proceeds of the Trust Account shall take priority over any payment of the FST Restructuring Expenses. (c) Each of the Company Parties and SPAC shall (i) provide the other Parties hereto and their respective Representatives with reasonable access to the relevant books, records and finance personnel of such party to enable the other Parties hereto and their respective Representatives to review and analyze the amounts set forth on the Closing Statements, setting forth in reasonable in detail the basis of such disagreement together with the amount(s) in dispute. Parent and (ii) make the Company shall negotiate in good faith to resolve any such amendments to disagreements, and the Closing Statements as shall be modified if necessary to reflect the Parties may mutually and in good faith agreeresolution of any such disagreements.

Closing Statements. (a) No sooner later than five two (52) Business Days prior to the Closing, Parent shall deliver to the Company (or after the Reorganization, Newco) written notice (the “Parent Closing Statement”) setting forth: (i) the amount of Parent Cash as of the Closing (for the avoidance of doubt, prior to giving effect to the Parent Stockholder Redemptions, if any, and the payment of any Parent Transaction Costs) and all relevant supporting documentation used by Parent in calculating such amounts reasonably requested by the Company (or after the Reorganization, Newco), (ii) the aggregate amount of cash proceeds that will be required to satisfy the Parent Stockholder Redemptions, if any, (iii) the amount of Parent Transaction Costs as of the Closing and all relevant supporting documentation used by Parent in calculating such amounts reasonably requested by the Company (or after the Reorganization, Newco); and (iv) the number of shares of Parent Class A Common Stock to be outstanding as of the Closing after giving effect to the Parent Stockholder Redemptions, if any, the issuance of shares of Parent Class A Common Stock pursuant to the Subscription Agreements and the surrender of the Sponsor Contingent Closing Shares, if any (for the avoidance of doubt, excluding the Sponsor Earnout Shares). (b) No later than two (2) Business Days prior to the Closing Date: (i) , the Company Parties (or after the Reorganization, Newco) shall deliver to SPAC a certificate duly executed by an authorized officer of the Company Parent written notice (the “Company Closing CertificateStatement”) setting forth a statement of forth: (i) the aggregate accrued and unpaid Company Transaction Expenses Closing Indebtedness Amount as of immediately prior to the Merger Effective Time Closing (including the “Unpaid Company Expenses”Payoff Amount) and all relevant supporting documentation used by the Company (and after the Reorganization, Newco) in calculating such amounts reasonably requested by Parent, (ii) the FST Restructuring Expenses, which shall include amount of Company Transactions Costs as of the respective amounts and wire transfer instructions for the payment thereofClosing, together with corresponding invoices for instructions that list the applicable bank accounts designated to facilitate payment by Parent of the Company Transaction Costs and all relevant supporting documentation used by the Company (and after the Reorganization, Newco) in calculating such amounts reasonably requested by Parent, (iii) the amount of Company Cash as of the Closing and all relevant supporting documentation used by the Company (and after the Reorganization, Newco) in calculating such amounts reasonably requested by Parent, (iv) a calculation of the Closing Cash Payment Amount and the Closing Number of Securities, in each case, based upon the foregoing andand the amounts contained in the Parent Closing Statement and (v) a capitalization table schedule, if reasonably required setting forth, for each holder of Company Interests, (A) the name and email address of such holder, (B) the number and class or series of Company Interests held by such holder, (C) the Trustee, portion of the certified Taxpayer Identification Numbers, Closing Cash Payment Amount payable to such holder in respect of each payee. (ii) SPAC shall deliver to the Company a certificate duly executed Interests held by an authorized officer such holder (in the case of SPAC Company Warrants and Company Options, taking into account the exercise price in respect thereof) and (D) the “SPAC portion of the Closing Statement” andNumber of Securities payable to such holder in respect of the Company Interests held by such holder (in the case of Company Warrants and Company Options, together with taking into account the exercise price in respect thereof) and (E) the other information set forth in Section 4.3(b). The Company (and after the Reorganization, Newco) shall not permit the exercise of any Company Option or Company Warrant from and after the delivery of the Company Closing Certificate, the “Closing Statements”), setting forth the aggregate accrued and unpaid SPAC Transaction Expenses as of immediately prior to the Merger Effective Time (the “Unpaid SPAC Expenses” and, together with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (b) On the Closing Date, concurrently with the Merger Effective Time, all Unpaid Transaction Expenses shall be paid in full, and in furtherance of the foregoing, the Parties agree that the Parties shall use their reasonable best efforts to cause the Trustee to pay by wire transfer of immediately available funds from the Trust Account, the Unpaid Transaction Expenses set forth on the Closing Statements pursuant to Section 7.16. For the avoidance of doubt, the Company shall be solely responsible and pay for the FST Restructuring Expenses prior to and after the Closing. If the Closing shall occur, any payment of the Unpaid Transaction Expenses from the proceeds of the Trust Account shall take priority over any payment of the FST Restructuring ExpensesStatement. (c) Parent will consider in good faith the Company’s (or after the Reorganization, Newco’s) comments to the Parent Closing Statement, and if any adjustments are made to the Parent Closing Statement by Parent prior to the Closing, such adjusted Parent Closing Statement shall thereafter become the Parent Closing Statement for all purposes of this Agreement. The Parent Closing Statement and the calculations and determinations contained therein shall be prepared in accordance with the Parent’s Charter Documents, the DGCL and the applicable definitions contained in this Agreement. The Company (or after the Reorganization, Newco) will consider in good faith Parent’s comments to the Company Closing Statement, and if any adjustments are made to the Company Closing Statement by the Company (or after the Reorganization, Newco) prior to the Closing, such adjusted Company Closing Statement shall thereafter become the Company Closing Statement for all purposes of this Agreement. The Company Closing Statement and the calculations and determinations contained therein shall be prepared in accordance with the Applicable Charter Documents, the DGCL and the applicable definitions contained in this Agreement. Each of Parent, First Merger Sub and Second Merger Sub shall be entitled to rely (without any duty of inquiry) upon the Company Parties Closing Statement, and SPAC the Letter of Transmittal and Warrant Surrender Agreement that shall be required to be delivered by the applicable holders of Company Interests as a condition to receipt of any Merger Consideration shall include a waiver of, among other things, any and all claims (ix) provide that the other Parties hereto and their respective Representatives with reasonable access to Company Closing Statement did not accurately reflect the relevant books, records and finance personnel terms of such party to enable the other Parties hereto and their respective Representatives to review and analyze the amounts set forth on the Closing StatementsApplicable Charter Documents, and (iiy) make in connection with the issuance of any Company Interests (including any rights to indemnities from the Company (or after the Reorganization, Newco) or any of its Affiliates pursuant to any Contract entered into by such amendments to the Closing Statements as the Parties may mutually and holder in good faith agreeconnection with such issuance).

Closing Statements. (a) No sooner than five (5) or later than two (2) Business Days prior to the Closing Date: , Parent shall deliver to the Company written notice (the “Parent Closing Statement”) setting forth Parent’s good faith estimate of: (i) the amount of Parent Cash as of the Closing (for the avoidance of doubt, prior to giving effect to the payment of any Parent Transaction Costs or Company Parties Transaction Costs) and all relevant supporting documentation used by Parent in calculating such amounts as reasonably requested by the Company; (ii) the aggregate amount of cash proceeds that will be required to satisfy the Parent Stockholder Redemptions; (iii) the amount of Parent Transaction Costs as of the Closing and all relevant supporting documentation used by Parent in calculating such amounts as reasonably requested by the Company; and (iv) the number of shares of Parent Class A Common Stock and Parent Class V Common Stock to be outstanding as of the Closing after giving effect to the Parent Stockholder Redemptions, the issuance of shares of Parent Class A Common Stock pursuant to the Subscription Agreements, the issuance of shares of Parent Class A Common Stock and Parent Class V Common Stock to the Company Interest Holders in connection with the First Merger pursuant to Section 2.6, the Founder Holder Class B Conversion and the surrender of the Founder Holder Contingent Closing Shares, if any (for the avoidance of doubt, excluding the Founder Holder Earnout Shares). (b) No later than two (2) Business Days prior to the Closing Date, the Company shall deliver to SPAC a certificate duly executed by an authorized officer of the Company Parent written notice (the “Company Closing CertificateStatement”) setting forth a statement of forth: (i) the aggregate accrued and unpaid Company’s good faith estimate of the amount of Company Transactions Costs as of the Closing, together with instructions that list the applicable bank accounts designated to facilitate payment by Parent of the Company Transaction Expenses Costs and all relevant supporting documentation used by the Company in calculating such amounts as reasonably requested by Parent; and (ii) a capitalization table schedule that is true and correct in all material respects, setting forth the following as of immediately prior to the Merger Effective Time (and following the consummation of the Recapitalization): (w) the number of Company Stock Adjusted Fully Diluted Shares, (x) the number of unexercised and unvested Company Options outstanding as of the Closing (each, an “Unpaid Unvested Company ExpensesOption”) (including the number of Option Shares issuable upon the exercise of each Unvested Company Option), (y) the number of Company Warrants outstanding, unexercised and unvested as of the Closing (each, an “Unvested Company Warrant”) (including the number of Warrant Shares issuable upon the exercise of each Unvested Company Warrant), and (iiz) for each Company Interest Holder, (A) the FST Restructuring Expensesname, which shall include the respective amounts address and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing andemail address (in each case, if reasonably required available) of such Company Interest Holder, (B) the number and class, series or type of Company Interests held by such Company Interest Holder and (C) the Trustee, the certified Taxpayer Identification Numbers, of Per Share Company Stock Consideration payable to each payee. such Company Interest Holder (ii) SPAC shall deliver with detail as to the amount payable with respect to each class, series and type of Company a certificate duly executed Interest held by an authorized officer of SPAC (the “SPAC Closing Statement” and, together such Company Interest Holder) in connection with the Company Closing Certificate, the “Closing Statements”), setting forth the aggregate accrued and unpaid SPAC Transaction Expenses as of immediately prior to the First Merger Effective Time (the “Unpaid SPAC Expenses” and, together with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (b) On the Closing Date, concurrently with the Merger Effective Time, all Unpaid Transaction Expenses shall be paid in full, and in furtherance of the foregoing, the Parties agree that the Parties shall use their reasonable best efforts to cause the Trustee to pay by wire transfer of immediately available funds from the Trust Account, the Unpaid Transaction Expenses set forth on the Closing Statements pursuant to Section 7.16. For the avoidance of doubt, the Company shall be solely responsible and pay for the FST Restructuring Expenses prior to and after the Closing. If the Closing shall occur, any payment of the Unpaid Transaction Expenses from the proceeds of the Trust Account shall take priority over any payment of the FST Restructuring Expenses2.6. (c) Each Parent will consider in good faith the Company’s comments to the Parent Closing Statement, and if any adjustments are made to the Parent Closing Statement by Parent prior to the Closing, such adjusted Parent Closing Statement shall thereafter become the Parent Closing Statement for all purposes of this Agreement. The Parent Closing Statement and the calculations and determinations contained therein shall be prepared in accordance with Parent’s Governance Documents, the DGCL and the applicable definitions contained in this Agreement. The Company will consider in good faith Parent’s comments to the Company Closing Statement, and the Company Closing Statement shall be subject to Parent prior written approval (not to be unreasonably withheld, conditioned or delayed). If any adjustments are made to the Company Closing Statement by the Company prior to the Closing, such adjusted Company Closing Statement shall thereafter become the Company Closing Statement for all purposes of this Agreement. The Company Closing Statement and the calculations and determinations contained therein shall be prepared in accordance with the Company’s Governance Documents, all documents, plans and agreements governing the Company Interests, the DGCL and the applicable definitions contained in this Agreement. Notwithstanding anything to the contrary in this Agreement or any knowledge possessed or acquired by or on behalf of Parent, First Merger Sub, Second Merger Sub or any of their respective Affiliates, each of Parent, First Merger Sub and Second Merger Sub and, following the Closing, the Surviving Entity, and each of their respective Affiliates shall be entitled to rely (without any duty of inquiry) upon the Company Closing Statement and the allocation of the Company Parties Aggregate Stock Consideration described therein, and SPAC shall the Letter of Transmittal that (i) provide shall be required to be delivered by the other Parties hereto and their respective Representatives with reasonable access applicable holders of Company Interests as a condition to receipt of any portion of the relevant books, records and finance personnel of such party to enable the other Parties hereto and their respective Representatives to review and analyze the amounts set forth on the Closing Statements, Aggregate Stock Consideration and (ii) make shall include a waiver of, among other things and subject to certain customary exceptions, any and all claims (x) alleging that the Company Closing Statement did not accurately reflect the terms of the Company’s Governance Documents and all documents, plans and agreements governing the Company Interests, (y) alleging that the Transactions (including the Recapitalization and the Repurchase) did not accurately reflect, or were otherwise not in compliance with, the terms of the Company’s Governance Documents and all documents, plans and agreements governing the Company Interests and (z) in connection with the issuance of any Company Interests (including any rights to indemnities from the Company, the Surviving Entity or any of their respective Affiliates pursuant to any Contract entered into by such amendments to the Closing Statements as the Parties may mutually and holder in good faith agreeconnection with such issuance).

Closing Statements. (a) No sooner than five (5) or later than two (2) Business Days prior to the Closing Date: , Parent shall deliver to the Company written notice (the “Parent Closing Statement”) setting forth Parent’s good faith estimate of: (i) the amount of Parent Cash as of the Closing (for the avoidance of doubt, prior to giving effect to the Parent Stockholder Redemptions and the payment of any Parent Transaction Costs) and all relevant supporting documentation used by Parent in calculating such amounts reasonably requested by the Company; (ii) the aggregate amount of cash proceeds that will be required to satisfy the Parent Stockholder Redemptions; (iii) the amount of Parent Transaction Costs as of the Closing and all relevant supporting documentation used by Parent in calculating such amounts reasonably requested by the Company; and (iv) the number of shares of Parent Class A Common Stock to be outstanding as of the Closing after giving effect to the Parent Stockholder Redemptions, the issuance of shares of Parent Class A Common Stock pursuant to the Subscription Agreements and the surrender of the Sponsor Contingent Closing Shares, if any (for the avoidance of doubt, excluding the Sponsor Earnout Shares). (b) No later than two (2) Business Days prior to the Closing Date, the Company Parties shall deliver to SPAC a certificate duly executed by an authorized officer of the Company Parent written notice (the “Company Closing CertificateStatement”) setting forth a statement of the Company’s good faith estimate of: (i) the aggregate accrued and unpaid Company Transaction Expenses Closing Indebtedness Amount as of immediately prior to the Merger Effective Time Closing (including the “Unpaid Company Expenses”Payoff Amounts) and all relevant supporting documentation used by the Company in calculating such amounts reasonably requested by Parent; (ii) the FST Restructuring Expenses, which shall include amount of Company Transactions Costs as of the respective amounts and wire transfer instructions for the payment thereofClosing, together with corresponding invoices for instructions that list the foregoing and, if reasonably required applicable bank accounts designated to facilitate payment by Parent of the Company Transaction Costs and all relevant supporting documentation used by the Trustee, Company in calculating such amounts reasonably requested by Parent; (iii) the certified Taxpayer Identification Numbers, amount of each payee. (ii) SPAC shall deliver to Company Cash as of the Closing and all relevant supporting documentation used by the Company in calculating such amounts reasonably requested by Parent; (iv) a certificate duly executed by an authorized officer calculation of SPAC the Aggregate Stock Consideration based upon the foregoing; and (the “SPAC Closing Statement” and, together with the Company Closing Certificate, the “Closing Statements”)v) a capitalization table schedule, setting forth the aggregate accrued number of Company Stock Adjusted Fully Diluted Shares and, for each holder of Company Interests, (A) the name, address and unpaid SPAC Transaction Expenses email address (in each case, if available) of such holder, (B) the number and class, series or type of Company Interests held by such holder and (C) the portion of the Aggregate Stock Consideration payable to each such holder of Company Interests (with detail as of immediately prior to the Merger Effective Time (the “Unpaid SPAC Expenses” andamount payable with respect to each class, together with the Unpaid series and type of Company Expenses, the “Unpaid Transaction Expenses”Interest held by such holder), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (b) On the Closing Date, concurrently with the Merger Effective Time, all Unpaid Transaction Expenses shall be paid in full, and in furtherance of the foregoing, the Parties agree that the Parties shall use their reasonable best efforts to cause the Trustee to pay by wire transfer of immediately available funds from the Trust Account, the Unpaid Transaction Expenses set forth on the Closing Statements pursuant to Section 7.16. For the avoidance of doubt, the Company shall be solely responsible and pay for the FST Restructuring Expenses prior to and after the Closing. If the Closing shall occur, any payment of the Unpaid Transaction Expenses from the proceeds of the Trust Account shall take priority over any payment of the FST Restructuring Expenses. (c) Each Parent will consider in good faith the Company’s comments to the Parent Closing Statement, and if any adjustments are made to the Parent Closing Statement by Parent prior to the Closing, such adjusted Parent Closing Statement shall thereafter become the Parent Closing Statement for all purposes of this Agreement. The Parent Closing Statement and the calculations and determinations contained therein shall be prepared in accordance with Parent’s Charter Documents, the DGCL and the applicable definitions contained in this Agreement. The Company will consider in good faith Parent’s comments to the Company Closing Statement, and the Company Closing Statement shall be subject to Parent prior written approval (not to be unreasonably withheld, conditioned or delayed). If any adjustments are made to the Company Closing Statement by the Company prior to the Closing, such adjusted Company Closing Statement shall thereafter become the Company Closing Statement for all purposes of this Agreement. The Company Closing Statement and the calculations and determinations contained therein shall be prepared in accordance with the Company’s Charter Documents, all documents, plans and agreements governing the Company Interests, the DGCL and the applicable definitions contained in this Agreement. Notwithstanding anything to the contrary in this Agreement or any knowledge possessed or acquired by or on behalf of Parent, First Merger Sub, Second Merger Sub or any of their respective Affiliates, each of Parent, First Merger Sub and Second Merger Sub and, following the Closing, the Surviving Entity, and each of their respective Affiliates shall be entitled to rely (without any duty of inquiry) upon the Company Closing Statement and the allocation of the Aggregate Stock Consideration described therein, and the Letter of Transmittal that shall be required to be delivered by the applicable holders of Company Parties Interests as a condition to receipt of any portion of the Aggregate Stock Consideration shall include a waiver of, among other things and SPAC shall subject to certain customary exceptions, any and all claims (ix) provide that the other Parties hereto Company Closing Statement did not accurately reflect the terms of the Company’s Charter Documents and their respective Representatives with reasonable access to all documents, plans and agreements governing the relevant books, records and finance personnel of such party to enable the other Parties hereto and their respective Representatives to review and analyze the amounts set forth on the Closing StatementsCompany Interests, and (iiy) make in connection with the issuance of any Company Interests (including any rights to indemnities from the Company, the Surviving Entity or any of their respective Affiliates pursuant to any Contract entered into by such amendments to the Closing Statements as the Parties may mutually and holder in good faith agreeconnection with such issuance).

Closing Statements. (a) No sooner than five Three (5) or later than two (23) Business Days prior to the Closing Date: (i) the Company Parties shall deliver to SPAC a certificate duly executed by an authorized officer of the Company (the “Company Closing Certificate”) setting forth a statement of (i) the aggregate accrued and unpaid Company Transaction Expenses as of immediately prior to the Merger Effective Time (the “Unpaid Company Expenses”) and (ii) the FST Restructuring ExpensesClosing, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (ii) SPAC Purchaser shall deliver to the Company a certificate duly executed by an authorized officer of SPAC statement (the “SPAC Purchaser Closing Statement” and”) setting forth, together in each case as of the Reference Time: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to the Redemption), (ii) the aggregate amount of all payments required to be made in connection with the Company Closing CertificateRedemption, (iii) the “Closing Statements”)net cash of Purchaser, setting forth the aggregate accrued and unpaid SPAC Transaction Expenses as of immediately prior after giving effect to the Merger Effective Time Redemption, (iv) the “Unpaid SPAC Expenses” and, together with the Unpaid Company Purchaser Transaction Expenses, including the “Unpaid Transaction Expenses”)amount owed to each payee thereof and payment instructions therefor, which shall include (v) the respective amounts Purchaser Indebtedness and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and(vi) a calculation of Excess Purchaser Indebtedness and Liability Amount, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payeeany. (b) On Three (3) Business Days prior to the Closing DateClosing, concurrently with the Merger Effective Time, all Unpaid Transaction Expenses shall be paid but in full, and in furtherance any case following receipt of the foregoing, the Parties agree that the Parties shall use their reasonable best efforts to cause the Trustee to pay by wire transfer of immediately available funds from the Trust Account, the Unpaid Transaction Expenses set forth on the Purchaser Closing Statements pursuant to Section 7.16. For the avoidance of doubtStatement, the Company shall be solely responsible deliver to Purchaser a statement (the “Company Closing Statement”) setting forth, (i) a schedule setting forth Digital Assets owned by the Target Companies as of the date of the Company Closing Statement and pay for the FST Restructuring Expenses prior to Digital Asset Market Value of such Digital Assets and after (ii) in each case as of the Closing. If Reference Time, (A) the Closing shall occurCompany Cash, any (B) the Company Indebtedness, (C) the Company Transaction Expenses, including the amount owed to each payee thereof and payment instructions therefor and (D) the resulting amount of the Unpaid Transaction Expenses from the proceeds of the Trust Account shall take priority over any payment of the FST Restructuring ExpensesMerger Consideration and Exchange Ratio. (c) Each From and after the delivery of the Purchaser Closing Statement or the Company Closing Statement, as the case may be, until the Closing Date, each of the Company Parties and SPAC Purchaser shall (i) provide the other Parties hereto and their respective Representatives with reasonable access to information reasonably requested by the relevant books, records and finance personnel Company or Purchaser or any of such party to enable the other Parties hereto and their respective Representatives to in connection with the review and analyze of the amounts set forth on Purchaser Closing Statement or the Company Closing StatementsStatement, and as the case may be, (ii) make such amendments consider in good faith any comments to the Purchaser Closing Statement or the Company Closing Statement, as the case may be, provided by any other Party prior to the Closing Statements Date and (iii) revise the Purchaser Closing Statement or the Company Closing Statement, as the Parties case may mutually be, as needed to reflect any reasonable comments and in any other comments that, based on its good faith agreeassessment, are warranted or appropriate and deliver such revised Purchaser Closing Statement or Company Closing Statement, as the case may be, to any other Party prior to the Closing Date reflecting any such changes. It is understood and agreed that whether or not the Parties have fully resolved all comments to the Company Closing Statement or the Purchaser Closing Statement, such failure shall not affect, condition or delay the Closing, and the Closing shall occur based on the information set forth in the last agreed upon version of the Purchaser Closing Statement and the Company Closing Statement, as applicable.

Closing Statements. At least three (a) No sooner than five (5) or later than two (23) Business Days prior to the Closing Date: , (a) Trinity shall deliver to PubCo and the Companies a statement (the “Trinity Closing Statement”) setting forth Trinity’s good faith calculation of (i) the Company Parties amount of Cash and Cash Equivalents held in the Trust Account, (ii) the Closing Indebtedness of the Trinity Parties, (iii) the Trinity Transaction Expenses, (iv) the amount of cash necessary to pay income and franchise taxes from any interest income earned in the Trust Account, (v) the aggregate amount of Cash Proceeds necessary to satisfy Trinity’s obligation to redeem the Trinity Redeemed Shares, and (vi) the Trinity Merger Consideration Per Share, in each case as of 11:59 p.m. Pacific Time on the day immediately preceding the Closing Date, and (b) the Companies shall deliver to SPAC PubCo and Trinity a certificate duly executed by an authorized officer of the Company statement (the “Company Closing CertificateStatement”) setting forth a statement the Companies’ good faith calculation of (i) the aggregate accrued Cash and Cash Equivalents of the Company Group, (ii) the Closing Indebtedness of the Company Group, (iii) any unpaid Company Transaction Expenses as and any Reimbursed Transaction Expenses, (iv) the Company Preferred AUM, (v) the Company Preferred Merger Consideration Per Unit, the Company Common Merger Consideration Per Unit and the Management Company Merger Consideration Per Unit, and (vi) a schedule of immediately prior to the Merger Effective Time allocation of (A) the Company Common Consideration by Company, and (B) the Management Company Consideration by Management Company and among Management Company Members (the “Unpaid Allocation Schedule”), in each case as of 11:59 p.m. Pacific Time on the day immediately preceding the Closing Date. All amounts included in the Company Expenses”Closing Statement shall be subject to PubCo’s review and approval (such approval not to be unreasonably withheld, conditioned or delayed) in advance of Closing, and such approval shall not (iix) limit or otherwise affect PubCo’s remedies under this Agreement or otherwise, or constitute an acknowledgment by PubCo of the FST Restructuring Expenses, which accuracy of the amounts reflected thereon or (y) affect whether the Company’s Group has fulfilled its obligation to deliver the Company Closing Statement pursuant to Section 6.2(d). All amounts included in the Trinity Closing Statement shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (ii) SPAC shall deliver be subject to the Company a certificate duly executed by an authorized officer Group’s review and approval (such approval not to be unreasonably withheld, conditioned or delayed) in advance of SPAC Closing, and such approval shall not (the “SPAC Closing Statement” and, together with x) limit or otherwise affect the Company Group’s remedies under this Agreement or otherwise, or constitute an acknowledgment by the Company Group of the accuracy of the amounts reflected thereon or (y) affect whether the Trinity Group has fulfilled its obligation to deliver the Trinity Closing Certificate, the “Closing Statements”Statement pursuant to Section 6.3(d), setting forth the aggregate accrued and unpaid SPAC Transaction Expenses as of immediately prior . Notwithstanding anything to the Merger Effective Time (the “Unpaid SPAC Expenses” and, together with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (b) On the Closing Date, concurrently with the Merger Effective Time, all Unpaid Transaction Expenses shall be paid in full, and in furtherance of the foregoingcontrary contained herein, the Parties hereby agree that neither Trinity nor PubCo, nor any of their respective Affiliates, shall have any obligation to confirm or verify the Parties shall use their reasonable best efforts to cause Allocation Schedule or the Trustee to pay by wire transfer of immediately available funds from the Trust Account, the Unpaid Transaction Expenses information set forth on the Closing Statements pursuant to Section 7.16. For the avoidance of doubttherein, the Company shall be solely responsible and pay for the FST Restructuring Expenses prior to Trinity, PubCo and their respective Affiliates (including, after the Closing. If , the Closing Surviving Subsidiaries) shall occur, any payment of the Unpaid Transaction Expenses from the proceeds of the Trust Account shall take priority over any payment of the FST Restructuring Expenses. (c) Each of the Company Parties and SPAC shall (i) provide the other Parties hereto and their respective Representatives with reasonable access be entitled to the relevant books, records and finance personnel of such party to enable the other Parties hereto and their respective Representatives to review and analyze the amounts set forth rely on the Closing Statements, and (ii) make such amendments to the Closing Statements as the Parties may mutually and in good faith agreeAllocation Schedule.

Closing Statements. (ai) No sooner than five (5) or later than At least two (2) Business Days business days prior to the Closing Date: (i) , the Company Parties shall deliver will prepare in good faith, in accordance with GAAP (except with respect to SPAC Transaction Expenses) and in a manner consistent with the Annual Financial Statements, an estimated closing statement (the “Estimated Closing Statement”), reflecting the Company’s Adjustment Indebtedness and Working Capital as of the Closing Date, with reasonable detail supporting the calculation thereof. Such Estimated Closing Statement will be accompanied by a certificate duly executed by from an authorized officer of the Company (certifying to its accuracy. Payments of the “Company Closing Certificate”) setting forth a statement of (i) Consideration shall be based on the aggregate accrued and unpaid Company Transaction Expenses as of immediately prior to the Merger Effective Time (the “Unpaid Company Expenses”) and (ii) the FST Restructuring Expenses, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payeeEstimated Closing Statement. (ii) SPAC shall Within 90 days after the Closing, Buyer will prepare and deliver to the Stockholders’ Representative, in accordance with GAAP (except with respect to Transaction Expenses) and in a manner consistent with the Annual Financial Statements, as applied by the Company on a certificate duly executed by an authorized officer consistent basis, a final closing statement of SPAC the Company as of the Closing Date (the “SPAC Final Closing Statement” and, together with the Company Closing Certificate, the “Closing Statements”), setting forth reflecting the aggregate accrued Company’s Adjustment Indebtedness and unpaid SPAC Transaction Expenses as Working Capital, with reasonable detail supporting the calculation thereof. (iii) After receipt of immediately the Final Closing Statement, the Stockholders’ Representative will have 30 days to review it. Unless the Stockholders’ Representative delivers written notice to Buyer on or prior to the Merger Effective Time 30th day after receipt of the Final Closing Statement specifying in reasonable detail all disputed items on the Final Closing Statement and the basis therefor, the parties will be deemed to have accepted and agreed to the Final Closing Statement. If the Stockholders’ Representative so notifies Buyer of an objection to the Final Closing Statement, the parties will, within 30 days following the date of such notice (the “Unpaid SPAC Expenses” andResolution Period”) attempt to resolve their differences and any resolution by them as to any disputed amount will be final, together with binding, conclusive and nonappealable for all purposes under this Agreement. If at the Unpaid Company Expensesconclusion of the Resolution Period the parties have not reached an agreement on the objections, then all amounts remaining in dispute may, at the election of either party, be submitted to a third party accountant mutually agreeable to, and jointly engaged by, the Stockholders’ Representative and Buyer (the “Unpaid Transaction ExpensesNeutral Accountant”). The Neutral Accountant will use its best efforts to reach a determination as promptly as possible and in no event later than 30 days after submission of the matter to the Neutral Accountant. All determinations of the Neutral Accountant relating to the Final Closing Statement, absent fraud, will be final and binding on the parties, and all expenses of the Neutral Accountant will be borne equally by Buyer and the Stockholders’ Representative (which in the case of expenses of the Stockholders’ Representative, and as provided in Section 8.2(a), shall include be offset against the respective amounts and wire transfer instructions for the payment thereofEscrow Account). The Final Closing Statement, together with corresponding invoices for the foregoing and, if reasonably required as agreed to by the Trusteeparties or as determined by the Neutral Accountant, will be the certified Taxpayer Identification Numbers, Final Closing Statement for all purposes of each payeethis Agreement. (biv) On the Closing Date, concurrently with the Merger Effective Time, all Unpaid Transaction Expenses shall be paid in full, and in furtherance Following final determination of the foregoing, the Parties agree that the Parties shall use their reasonable best efforts to cause the Trustee to pay by wire transfer of immediately available funds from the Trust Account, the Unpaid Transaction Expenses set forth on the Final Closing Statements Statement pursuant to Section 7.16. For the avoidance of doubt2.6(d)(iii), the Company shall be solely responsible and pay for the FST Restructuring Expenses prior to and after the Closing. If the Closing shall occur, any payment of the Unpaid Transaction Expenses from the proceeds of the Trust Account shall take priority over any payment of the FST Restructuring Expenses. (c) Each of the Company Parties and SPAC shall (i) provide if the other Parties hereto and their respective Representatives with reasonable access Merger Consideration calculated based on the Final Closing Statement is less than that calculated based on the Estimated Closing Statement, Buyer may seek reimbursement for such difference from the Escrow Account pursuant to the relevant books, records and finance personnel terms of such party to enable the other Parties hereto and their respective Representatives to review and analyze the amounts set forth on the Closing Statements, Escrow Agreement; and (ii) make such amendments if the Merger Consideration calculated based on the Final Closing Statement is greater than that calculated based on the Estimated Closing Statement, Buyer will pay to the Closing Statements Company Stockholders, in accordance instructions provided by the Stockholders’ Representative, an amount equal to such difference. The parties agree to treat any payment pursuant to this Section 2.6(d)(iv) as an adjustment to the Parties may mutually and in good faith agreeMerger Consideration for Tax purposes to the fullest extent permitted by applicable law.

Closing Statements. (a) No sooner than five (5) or later than two (2) Business Days prior to the Closing Date: (i) the Company Parties shall deliver to SPAC a certificate duly executed by an authorized officer of the Company (the “Company Closing Certificate”) setting forth a statement of (i) the aggregate accrued and unpaid Company Transaction Expenses as of immediately prior to the Merger Effective Time (the “Unpaid Company Expenses”) and (ii) the FST TCO Restructuring Expenses, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (ii) SPAC shall deliver to the Company a certificate duly executed by an authorized officer of SPAC (the “SPAC Closing Statement” and, together with the Company Closing Certificate, the “Closing Statements”), setting forth the aggregate accrued and unpaid SPAC Transaction Expenses as of immediately prior to the Merger Effective Time (the “Unpaid SPAC Expenses” and, together with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (b) On the Closing Date, concurrently with the Merger Effective Time, all Unpaid Transaction Expenses shall be paid in full, and in furtherance of the foregoing, the Parties parties agree that the Parties shall use their reasonable best efforts to cause the Trustee to pay by wire transfer of immediately available funds from the Trust Account, the Unpaid Transaction Expenses set forth on the Closing Statements pursuant to Section 7.16. For the avoidance of doubt, the Company shall be solely responsible and pay for the FST TCO Restructuring Expenses prior to and after the Closing. If the Closing shall occur, any payment of the Unpaid Transaction Expenses from the proceeds of the Trust Account shall take priority over any payment of the FST TCO Restructuring Expenses. (c) Each of the Company Parties and SPAC shall (i) provide the other Parties parties hereto and their respective Representatives with reasonable access to the relevant books, records and finance personnel of such party to enable the other Parties parties hereto and their respective Representatives to review and analyze the amounts set forth on the Closing Statements, and (ii) make such amendments to the Closing Statements as the Parties parties may mutually and in good faith agree.

Closing Statements. (a) No sooner In the case of the Company, not more than eight (8) and no later than five (5) or later than two (2) Business Days prior to the Closing Date: Closing, the Company shall deliver to Buyer a written statement setting forth (i) the Company’s good faith calculation of (A) the Company Parties shall deliver to SPAC Pre-Closing Leakage, (B) the Company Pre-Closing Permitted Leakage (C) Company Transaction Expenses and Buyer Transaction Expenses incurred by the Company and its Affiliates (other than Shared Expenses), (D) Shared Expenses incurred by the Company and its Affiliates, together with a certificate duly executed by an authorized officer statement and reasonable backup supporting documentation of the Company calculation thereof and (E) the aggregate amount required to repay the obligations to be repaid pursuant to the Debt Payoff Letter, and (ii) a calculation of the Closing Cash Payment based thereon, in each case, as of the Measurement Time (the “Company Closing CertificateStatement”). (b) setting forth a statement In the case of Buyer, not more than eight (i8) and no later than five (5) the aggregate accrued and unpaid Company Transaction Expenses as of immediately Business Days prior to the Merger Effective Time (the “Unpaid Company Expenses”) and (ii) the FST Restructuring ExpensesClosing, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (ii) SPAC Buyer shall deliver to the Company a certificate duly executed written statement setting forth (i) Buyer’s good faith calculation of (A) Buyer Pre-Closing Leakage, (B) Buyer Pre-Closing Permitted Leakage (C) Buyer Transaction Expenses (other than Shared Expenses), (D) Shared Expenses incurred by an authorized officer Buyer and its Affiliates, (E) the aggregate amount of SPAC the Additional Investment Opportunity of all participating Eligible Investors, together with a statement and reasonable backup supporting documentation of the calculation thereof and (F) Buyer’s per holder capitalization as of immediately following the Closing (after giving effect to the consummation of the transactions contemplated hereby, including the Additional Investment Opportunity, and by the New Investment Agreement) and (ii) a calculation of Buyer Equity Closing Consideration based thereon, in each case, as of the Measurement Time (the “SPAC Buyer Closing Statement” and, and together with the Company Closing CertificateStatement, the “Closing Statements”). (c) During the period following the delivery of last of the Closing Statements to be delivered pursuant to Section 2.11(a) or Section 2.11(b) and the delivery of the Merger Payment Schedule pursuant to Section 2.19(a), setting forth the aggregate accrued Principal Parties shall cooperate with each other in good faith to update each Closing Statement if and as necessary to correct the figures and calculations set thereon in light of Shared Expenses disclosed on the other Closing Statement or any errors identified by either Principal Party with respect thereto, with any such update becoming binding upon the parties for all purposes hereunder upon the mutual written agreement thereto by the Principal Parties; provided, however, that if the Principal Parties do not so agree to any update to a Closing Statement, such Closing Statement shall remain binding upon the parties for all purposes hereunder as originally delivered pursuant to Section 2.11(a) or Section 2.11(b), as the case may be; provided further that no agreement (or failure to agree) by the Principal Parties regarding any update to the Closing Statements pursuant to this Section 2.11(c) shall be deemed a waiver of any Recoverable Amount or any right to dispute any Reimbursement Claim under Section 2.13. (d) By no later than the date that is three (3) Business Days prior to the Closing, the Company shall use reasonable best efforts to deliver to Buyer a customary invoice, payoff letter or similar instrument or agreement (each, a “Closing Invoice”) with respect to each Company Transaction Expense that will be unpaid SPAC Transaction Expenses as of immediately prior to the Merger Effective Time Closing and for which the Company would like Buyer to make payment at the Closing (the “Unpaid SPAC Expenses” and, together with the Unpaid Closing Company Expenses, the “Unpaid Transaction Expenses”), which Closing Invoices shall include each state the respective amounts and wire transfer instructions for full amount of the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, related Closing Company Transaction Expense as of each payee. (b) On the Closing Date, concurrently with the Merger Effective Time, all Unpaid Transaction Expenses and provide wire instructions by which Buyer shall be paid in full, and in furtherance of the foregoing, the Parties agree that the Parties shall use their reasonable best efforts able to cause the Trustee to pay by wire transfer of immediately available funds from the Trust Account, the Unpaid Transaction Expenses set forth on make a payment at the Closing Statements pursuant to Section 7.16. For the avoidance of doubt, the make a payment to fully satisfy such Closing Company shall be solely responsible and pay for the FST Restructuring Expenses prior to and after the Closing. If the Closing shall occur, any payment of the Unpaid Transaction Expenses from the proceeds of the Trust Account shall take priority over any payment of the FST Restructuring ExpensesExpense. (c) Each of the Company Parties and SPAC shall (i) provide the other Parties hereto and their respective Representatives with reasonable access to the relevant books, records and finance personnel of such party to enable the other Parties hereto and their respective Representatives to review and analyze the amounts set forth on the Closing Statements, and (ii) make such amendments to the Closing Statements as the Parties may mutually and in good faith agree.

Closing Statements. (ai) No sooner As soon as practicable, but in any event not more than five ninety (590) or later than two (2) Business Days prior to days after the Closing Date: , unless otherwise extended by the mutual agreement of U.S. Seller and U.S. Purchaser, U.S. Seller will cause to be prepared and delivered to U.S. Purchaser (iA) the Company Parties shall deliver to SPAC a certificate duly executed by an authorized officer of the Company statement (the “Company Closing CertificateStatement of Working Capital”), setting forth, as of the Closing Date, the Net Working Capital (the “Closing Net Working Capital”); and (B) a statement (the “Closing Statement of Indebtedness”) setting forth a statement forth, as of (i) the Closing Date, the aggregate accrued and unpaid Company Transaction Expenses as amount of immediately prior to the Merger Effective Time Net Indebtedness (the “Unpaid Company ExpensesClosing Net Indebtedness”) and (ii) the FST Restructuring Expenses, which shall include the respective amounts and wire transfer instructions for the payment thereof, ); together with corresponding invoices for an audit report of Ernst & Young, LLP, independent accountants of Seller and Company (“E&Y”), to the foregoing and, if reasonably required by effect that the Trustee, Closing Net Working Capital and the certified Taxpayer Identification Numbers, Closing Net Indebtedness have been calculated in accordance with this Agreement and the Closing Statement of each payeeWorking Capital has been prepared in accordance with GAAP Consistently Applied. (ii) SPAC shall deliver to For purposes of U.S. Seller’s preparation of the Company a certificate duly executed by an authorized officer Closing Statement of SPAC Working Capital and the Closing Statement of Indebtedness (the “SPAC Closing Statement” and, together with the Company Closing Certificatecollectively, the “Closing Statements”), setting forth U.S. Purchaser (A) shall cause the aggregate accrued and unpaid SPAC Transaction Expenses as Vice President of immediately prior Finance (or comparable officer) of Company to the Merger Effective Time provide or cause to be provided to U.S. Seller, within ten (the “Unpaid SPAC Expenses” and, together with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (b10) On days after the Closing Date, concurrently with the Merger Effective Time, all Unpaid Transaction Expenses shall be paid in full, and in furtherance a balance sheet as of the foregoingClosing Date, along with a copy of all data and supporting documentation reasonably necessary for preparation of the Parties agree Closing Statements, including financial information normally submitted by Company to U.S. Seller using its Hyperion Financial Management System; and (B) shall not prevent the appropriate members of management of Company from providing (and shall request that they provide), within five (5) days after the Parties shall use their reasonable best efforts request of U.S. Seller therefor, customary management representation letters to cause the Trustee to pay by wire transfer E&Y for purposes of immediately available funds from the Trust Account, the Unpaid Transaction Expenses set forth E&Y’s audit report on the Closing Statement of Working Capital. All costs and expenses incurred by U.S. Seller in connection with the preparation, delivery and audit of the Closing Statements pursuant to Section 7.16. For the avoidance of doubt, the Company shall be solely responsible and pay for the FST Restructuring Expenses prior to and after the Closingborne by Sellers. If the Closing Purchasers shall occur, any payment of the Unpaid Transaction Expenses from the proceeds of the Trust Account shall take priority over any payment of the FST Restructuring Expenses. (c) Each of the Company Parties and SPAC shall (i) provide the other Parties hereto and their respective Representatives with make available all reasonable access to the relevant books, records and finance personnel of such party for U.S. Seller to enable the other Parties hereto and their respective Representatives to review and analyze the amounts set forth on prepare the Closing Statements, and (ii) make such amendments to the Closing Statements as the Parties may mutually and in good faith agree.

Closing Statements. The Seller Parties shall prepare in good faith and deliver to the Purchaser Parties for its review and consultation, (ax) No sooner with respect to each Property and Purchased -- \\DC - 088650/000238 - 6521921 v16 Interest or Deferred Property and Deferred Purchased Interests, as applicable, a statement of estimated Proration Items as of the applicable Adjustment Time on a property-by-property basis, and Purchased Entity basis to the extent applicable and (y) with respect to the Purchased Commercial Loans or Deferred Commercial Loans, as applicable, the applicable Closing Unpaid Principal Balance Statement, in each case, together with all relevant supporting documentation, to be submitted to the Purchaser Parties in draft form no less than five three (53) Business Days before the applicable Closing Date to be updated one (1) Business Day prior for the Adjustment Time, as necessary (such statement for the Initial Closing, the "Estimated Initial Closing Statement"; and such statement for a Deferred Closing, an "Estimated Deferred Closing Statement"); provided that any Estimated Initial Closing Statement or Estimated Deferred Closing Statement, as applicable, will not be required to include any Proration Items, Cash adjustment amounts or Unpaid Principal Balance calculations with respect to any Deferred Asset (or the applicable Deferred Interests relating thereto) that is not being Transferred at the applicable Closing. In the event that Seller Parties and the Purchaser Parties agree to revisions to the Estimated Initial Closing Statement or the Estimated Deferred Closing Statement, as applicable, the Seller Parties shall deliver their revised, if applicable, statement of estimated Proration Items (if applicable), applicable Closing Unpaid Principal Balance Statement and other credits and adjustments to the Unadjusted Purchase Price or Unadjusted Asset Purchase Price Amount, as applicable, to Purchaser no less than one (1) Business Day before the applicable Closing Date (the Estimated Initial Closing Statement or the revised statement, if any, the "Initial Closing Statement"; and the applicable Estimated Deferred Closing Statement or the revised statement, if any, the "Deferred Closing Statement"). The Proration Items and other credits and adjustments reflected in the applicable Closing Statement will be paid at the applicable Closing by the Purchaser Parties to the Seller Parties (if the Proration Items, credits and adjustments result in a net credit to the Seller Parties) or by the Seller Parties to the Purchaser Parties (if the Proration Items, credits and adjustments pursuant to this Section 1.4 result in a net credit to the Purchaser Parties) by increasing or reducing the cash to be delivered by the Purchaser Parties in payment of the Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, at the applicable Closing. As soon as practicable following the applicable Closing and, in any event, with respect to the Purchased Interests and Transferred Properties, not later than two one hundred eighty (180) days (except, in the case of real property Taxes, twelve (12) months, in the case of Closing Year Additional and Percentage Rent, ninety (90) days following the date that such Rents are billed, and, in the case of Texas Franchise Taxes, twenty-four (24) months) after the applicable Closing, the Purchaser Parties shall prepare in good faith and deliver to the Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update to the Initial Closing Statement (as approved by the Purchaser Parties, the "Adjusted Initial Closing Statement") or the Deferred Closing Statement (as approved by Purchaser, each such updated Deferred Closing Statement, an "Adjusted Deferred Closing Statement") which update will reflect the Purchaser Parties calculation of Proration Items and other credits and adjustments pursuant to this Section 1.4 as of the applicable Closing Date based on the information available as of the preparation date. As soon as practicable following the applicable Closing with respect to the Purchased Commercial Loans and, in any event, not later than one hundred eighty (180) days after the applicable Closing, the Purchaser Parties shall prepare in good faith and deliver to the Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an Adjusted Initial Closing Statement or an Adjusted Deferred Closing Statement which update will reflect (1) the Purchaser Parties calculation of Proration Items, credits and adjustments pursuant to Section 1.2(b) and (c) as of the applicable Closing Date based on the information available as of the preparation date and (2) Business Days prior to the applicable Adjusted Closing Date: (i) the Company Parties shall deliver to SPAC a certificate duly executed by an authorized officer of the Company (the “Company Closing Certificate”) setting forth a statement of (i) the aggregate accrued Date Portfolio Tape. Re-prorations and unpaid Company Transaction Expenses as of immediately prior to the Merger Effective Time (the “Unpaid Company Expenses”) and (ii) the FST Restructuring Expenses, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (ii) SPAC shall deliver to the Company a certificate duly executed by an authorized officer of SPAC (the “SPAC Closing Statement” and, together with the Company Closing Certificate, the “Closing Statements”), setting forth the aggregate accrued and unpaid SPAC Transaction Expenses as of immediately prior to the Merger Effective Time (the “Unpaid SPAC Expenses” and, together with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (b) On the Closing Date, concurrently with the Merger Effective Time, all Unpaid Transaction Expenses shall adjustments will be paid in full, and in furtherance of the foregoing, the Parties agree that the Parties shall use their reasonable best efforts to cause the Trustee to pay by wire transfer of immediately available funds from the Trust Account, the Unpaid Transaction Expenses set forth on the Closing Statements pursuant to Section 7.16. For the avoidance of doubt, the Company shall be solely responsible and pay for the FST Restructuring Expenses prior to and made commencing after the Closing. If the Initial Closing shall occur, any payment of the Unpaid Transaction Expenses from the proceeds of the Trust Account shall take priority over any payment of the FST Restructuring Expenseswhen actual amounts are determined only where expressly provided in this Section 1.4. (c) Each of the Company Parties and SPAC shall (i) provide the other Parties hereto and their respective Representatives with reasonable access to the relevant books, records and finance personnel of such party to enable the other Parties hereto and their respective Representatives to review and analyze the amounts set forth on the Closing Statements, and (ii) make such amendments to the Closing Statements as the Parties may mutually and in good faith agree.

Closing Statements. The Seller Parties shall prepare in good faith and deliver to the Purchaser Parties for its review and consultation, (ax) No sooner with respect to each Property and Purchased Interest or Deferred Property and Deferred Purchased Interests, as applicable, a statement of estimated Proration Items as of the applicable Adjustment Time on a property-by-property basis, and Purchased Entity basis to the extent applicable and (y) with respect to the Purchased Commercial Loans or Deferred Commercial Loans, as applicable, the applicable Closing Unpaid Principal Balance Statement, in each case, together with all relevant supporting documentation, to be submitted to the Purchaser Parties in draft form no less than five three (53) Business Days before the applicable Closing Date to be updated one (1) Business Day prior for the Adjustment Time, as necessary (such statement for the Initial Closing, the “Estimated Initial Closing Statement”; and such statement for a Deferred Closing, an “Estimated Deferred Closing Statement”); provided that any Estimated Initial Closing Statement or Estimated Deferred Closing Statement, as applicable, will not be required to include any Proration Items, Cash adjustment amounts or Unpaid Principal Balance calculations with respect to any Deferred Asset (or the applicable Deferred Interests relating thereto) that is not being Transferred at the applicable Closing. In the event that Seller Parties and the Purchaser Parties agree to revisions to the Estimated Initial Closing Statement or the Estimated Deferred Closing Statement, as applicable, the Seller Parties shall deliver their revised, if applicable, statement of estimated Proration Items (if applicable), applicable Closing Unpaid Principal Balance Statement and other credits and adjustments to the Unadjusted Purchase Price or Unadjusted Asset Purchase Price Amount, as applicable, to Purchaser no less than one (1) Business Day before the applicable Closing Date (the Estimated Initial Closing Statement or the revised statement, if any, the “Initial Closing Statement”; and the applicable Estimated Deferred Closing Statement or the revised statement, if any, the “Deferred Closing Statement”). The Proration Items and other credits and adjustments reflected in the applicable Closing Statement will be paid at the applicable Closing by the Purchaser Parties to the Seller Parties (if the Proration Items, credits and adjustments result in a net credit to the Seller Parties) or by the Seller Parties to the Purchaser Parties (if the Proration Items, credits and adjustments pursuant to this Section 1.4 result in a net credit to the Purchaser Parties) by increasing or reducing the cash to be delivered by the Purchaser Parties in payment of the Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, at the applicable Closing. As soon as practicable following the applicable Closing and, in any event, with respect to the Purchased Interests and Transferred Properties, not later than two one hundred eighty (180) days (except, in the case of real property Taxes, twelve (12) months, in the case of Closing Year Additional and Percentage Rent, ninety (90) days following the date that such Rents are billed, and, in the case of Texas Franchise Taxes, twenty-four (24) months) after the applicable Closing, the Purchaser Parties shall prepare in good faith and deliver to the Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update to the Initial Closing Statement (as approved by the Purchaser Parties, the “Adjusted Initial Closing Statement”) or the Deferred Closing Statement (as approved by Purchaser, each such updated Deferred Closing Statement, an “Adjusted Deferred Closing Statement”) which update will reflect the Purchaser Parties calculation of Proration Items and other credits and adjustments pursuant to this Section 1.4 as of the applicable Closing Date based on the information available as of the preparation date. As soon as practicable following the applicable Closing with respect to the Purchased Commercial Loans and, in any event, not later than one hundred eighty (180) days after the applicable Closing, the Purchaser Parties shall prepare in good faith and deliver to the Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an Adjusted Initial Closing Statement or an Adjusted Deferred Closing Statement which update will reflect (1) the Purchaser Parties calculation of Proration Items, credits and adjustments pursuant to Section 1.2(b) and (c) as of the applicable Closing Date based on the information available as of the preparation date and (2) Business Days prior to the applicable Adjusted Closing Date: (i) the Company Parties shall deliver to SPAC a certificate duly executed by an authorized officer of the Company (the “Company Closing Certificate”) setting forth a statement of (i) the aggregate accrued Date Portfolio Tape. Re-prorations and unpaid Company Transaction Expenses as of immediately prior to the Merger Effective Time (the “Unpaid Company Expenses”) and (ii) the FST Restructuring Expenses, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (ii) SPAC shall deliver to the Company a certificate duly executed by an authorized officer of SPAC (the “SPAC Closing Statement” and, together with the Company Closing Certificate, the “Closing Statements”), setting forth the aggregate accrued and unpaid SPAC Transaction Expenses as of immediately prior to the Merger Effective Time (the “Unpaid SPAC Expenses” and, together with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (b) On the Closing Date, concurrently with the Merger Effective Time, all Unpaid Transaction Expenses shall adjustments will be paid in full, and in furtherance of the foregoing, the Parties agree that the Parties shall use their reasonable best efforts to cause the Trustee to pay by wire transfer of immediately available funds from the Trust Account, the Unpaid Transaction Expenses set forth on the Closing Statements pursuant to Section 7.16. For the avoidance of doubt, the Company shall be solely responsible and pay for the FST Restructuring Expenses prior to and made commencing after the Closing. If the Initial Closing shall occur, any payment of the Unpaid Transaction Expenses from the proceeds of the Trust Account shall take priority over any payment of the FST Restructuring Expenseswhen actual amounts are determined only where expressly provided in this Section 1.4. (c) Each of the Company Parties and SPAC shall (i) provide the other Parties hereto and their respective Representatives with reasonable access to the relevant books, records and finance personnel of such party to enable the other Parties hereto and their respective Representatives to review and analyze the amounts set forth on the Closing Statements, and (ii) make such amendments to the Closing Statements as the Parties may mutually and in good faith agree.

Closing Statements. (ai) No sooner than five Within ninety (590) or later than two (2) Business Days prior to calendar days after the Closing Date: (i) the Company Parties shall deliver to SPAC a certificate duly executed by an authorized officer of the Company (the “Company Closing Certificate”) setting forth a statement of (i) the aggregate accrued and unpaid Company Transaction Expenses as of immediately prior to the Merger Effective Time (the “Unpaid Company Expenses”) and (ii) the FST Restructuring Expenses, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (ii) SPAC shall Buyer will deliver to the Company a certificate duly executed by an authorized officer of SPAC the Buyer setting forth (i) the “SPAC Buyer’s itemized good faith calculation of (A) the Closing Statement” andWorking Capital, together (B) the Closing Net Cash, and (C) Transaction Expenses, (ii) the resulting calculation of the Final Cash Purchase Price, assuming the accuracy of the estimates described in the foregoing clause (i), and (iii) the resulting amount of the adjustment(s), if any, to the Estimated Cash Purchase Price, calculated strictly in accordance with the Company Closing Certificate, Accounting Methodology and the terms and conditions of this Section 2.4 (the “Closing Statements”), setting forth and will be accompanied by reasonably detailed supporting calculations and documentation. Any currency conversions made in preparation of the aggregate accrued and unpaid SPAC Transaction Expenses as of immediately prior foregoing will be made at the applicable Period End Rate. The Buyer shall not amend, supplement or modify the Closing Statements following delivery to the Merger Effective Time Company. The Closing Statements will entirely disregard (a) any and all effects on the “Unpaid SPAC Expenses” and, together assets or liabilities of the Business as a result of any financing or refinancing arrangements entered into at any time by the Buyer or any other transaction entered into after the Closing by the Buyer in connection with the Unpaid consummation of the Contemplated Transactions, and (b) any of the plans, transactions or changes which the Buyer initiates or makes after the Closing with respect to the Business, or any facts or circumstances arising after the Closing that are unique or particular to the Buyer or any of its assets or liabilities. (ii) The Company Expensesshall have ninety (90) calendar days from the date on which the Closing Statements are received (“Review Period”) to review the Closing Statements. From the commencement of the Review Period until such time as the Final Cash Purchase Price is finally determined in accordance with this Section 2.4, the “Unpaid Transaction Expenses”)Buyer shall, upon the reasonable request of the Company, provide the Company and its Representatives with reasonable access upon reasonable advance notice during normal business hours and in manner so as to not unreasonably interfere with the business of the Company and its Subsidiaries to (A) the books and records of the Sold Companies and the Sold Subsidiaries or any other documents on which shall include the respective amounts calculations set forth in the Closing Statements are based, including the working papers of the Buyer and wire transfer instructions for (subject to the payment thereofexecution by the Company and its Representatives of customary indemnification and release letters, together with corresponding invoices for the foregoing andor such other similar, if customary arrangements as may be reasonably required by the TrusteeBuyer’s accountants) its accountants and other representatives, the certified Taxpayer Identification Numbersif any, of each payee. (b) On the Closing Date, concurrently prepared in connection with the Merger Effective Time, all Unpaid Transaction Expenses shall be paid in full, and in furtherance of the foregoing, the Parties agree that the Parties shall use their reasonable best efforts to cause the Trustee to pay by wire transfer of immediately available funds from the Trust Account, the Unpaid Transaction Expenses set forth on the Closing Statements pursuant to Section 7.16. For the avoidance of doubt, the Company shall be solely responsible and pay for the FST Restructuring Expenses prior to and after the Closing. If the Closing shall occur, any payment of the Unpaid Transaction Expenses from the proceeds of the Trust Account shall take priority over any payment of the FST Restructuring Expenses. (c) Each of the Company Parties and SPAC shall (i) provide the other Parties hereto and their respective Representatives with reasonable access to the relevant books, records and finance personnel of such party to enable the other Parties hereto and their respective Representatives to review and analyze the amounts set forth on the Closing Statements, and (iiB) make such amendments to of the Buyer’s, the Sold Companies’ and the Sold Subsidiaries’ personnel, and other Representatives who were responsible for the preparation of the Closing Statements as the Parties Company shall reasonably request. The Buyer hereby agrees that following the Closing Date and prior to the completion of the determination of the Final Cash Purchase Price hereunder, the Buyer shall, and shall cause the Sold Companies and the Sold Subsidiaries to, preserve and not alter or destroy any of the books and records of the Sold Companies and the Sold Subsidiaries, or any other documents on which the calculations set forth in the Closing Statements are based. In the event the Company disagrees with any or all of the calculations set forth in the Closing Statements, the Company shall deliver to the Buyer within the Review Period a written notice of dispute (a “Dispute Notice”) which shall set forth, in reasonable detail and shall be accompanied by reasonably detailed supporting calculations and documentation, the items and amounts in dispute. If the Company does not deliver a Dispute Notice on or before the final day of the Review Period, then the Company shall be deemed to have irrevocably accepted the Closing Statements and each calculation set forth therein and the Closing Statements delivered by the Buyer pursuant to Section 2.4(b)(i) shall be deemed to be final and binding and constitute the Final Closing Statements for all purposes hereunder. The Buyer and the Company shall use reasonable efforts to resolve any amount in dispute raised in the Dispute Notice within twenty (20) Business Days (the “Discussion Period”) commencing on the date the Buyer receives the Dispute Notice from the Company. Any communications between the Buyer and the Company (or their respective Representatives) during the Discussion Period shall be treated as settlement discussion materials pursuant to U.S. Federal Rule of Evidence 408 and similar state rules. If the Company and the Buyer do not obtain a final resolution within the Discussion Period, then the remaining amounts in dispute (each, a “Disputed Item”) shall be submitted thereafter for resolution to KPMG LLP or if such firm refuses or is unable to serve in such capacity, or is otherwise not appointed and engaged for such purpose (including due to a conflict of interest), then another independent nationally recognized accounting firm to be agreed upon by the Company and the Buyer acting reasonably (either such firm, as the case may mutually be, the “Accountant”). (iii) The Buyer and the Company shall direct the Accountant to conduct a review of the Disputed Items that are the subject of the Dispute Notice, and shall provide the Accountant with any supporting documentation with respect to the Disputed Items as the Accountant in its sole discretion deems necessary. Each of the Company and the Buyer and their respective Representatives shall be afforded the opportunity to present to the Accountant any material that either the Company or the Buyer deem relevant to settlement of a Disputed Item; provided that such material and its applications would be in accordance with this Section 2.4, and each of the Company and the Buyer shall have a continuing opportunity to discuss the matter and its position with the Accountant, but no such presentation of materials or communication shall be on an ex parte basis unless agreed to in writing by the other party. In its review and calculation of the Disputed Items, such Accountant shall (A) consider only the Disputed Items in the Dispute Notice and shall therefore be bound as to all other matters and calculations as to which the Closing Statements and the Dispute Notice are in accord, (B) be bound in all respects and for all purposes by the definitions hereof and the Accounting Methodology, and shall select, with respect to each Disputed Item, an amount no greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either of the Buyer, as set forth in the Closing Statements or the Company’s position, as set forth in the Dispute Notice, (C) not consider in any respect or for any purpose any settlement discussions or settlement offer made by or on behalf of the Buyer or the Company, unless otherwise agreed by the Buyer and the Company, and no party hereto will disclose (or permit its representatives to disclose) to the Accountant any such discussions or offer, and (D) be limited to fixing mathematical errors and determining whether the Disputed Items were determined strictly in accordance with the Accounting Methodology and this Section 2.4 (and any related definitions), and the Accountant is not to make any other determination, including (1) whether U.S. GAAP was followed for any purposes under this Agreement, (2) whether the Target Working Capital Amount is correct, (3) the accuracy of the Financial Statements or any representation or warranty in this Agreement or (4) compliance by any party with any of its covenants, agreements or obligations in this Agreement (other than this Section 2.4). (iv) The Buyer and the Company shall direct the Accountant to, as promptly as practicable and in good faith agreeno event later than thirty (30) calendar days following its retention by the Buyer and the Company, deliver to the Buyer and the Company a written report (the “Adjustment Report”) setting forth its calculation of the Final Cash Purchase Price based solely on its determination of the Disputed Items in accordance with this Section 2.4. The Adjustment Report shall set forth, in reasonable detail, the Accountant’s determination with respect to each of the Disputed Items specified in the Dispute Notice, and the revisions, if any, to be made to the Disputed Items of the Closing Statements that are the subject of such Dispute Notice, together with supporting calculations. The Adjustment Report shall be final and binding on the parties, absent manifest error. Such Closing Statements, as so adjusted by the Accountant, or as deemed final pursuant to Section 2.4(b)(ii) above, as the case may be, shall be the “Final Closing Statements” and shall be final and binding on the parties for all purposes hereof. The terms “Final Working Capital”, “Final Net Cash”, and “Final Transaction Expenses” shall mean the Closing Working Capital, Closing Net Cash, and Transaction Expenses, in each case, as set forth in the Final Closing Statements.

Closing Statements. (a) No sooner Acquiror shall use its reasonable best efforts to prepare and deliver to the Company no less than five three (53) Business Days prior to the Closing, and not earlier than the time that holders of Acquiror IPO Shares can no longer elect redemption in accordance with the Acquiror Share Redemption, a written statement (the “Acquiror Closing Statement”): (i) certifying the number of (A) shares of Acquiror Pre-Transaction Common Stock and Acquiror Warrants to be issued and outstanding immediately prior to the Effective Time (other than as a result of the closing of the Merger), and (B) Acquiror IPO Shares to be redeemed pursuant to Acquiror Share Redemptions; and (ii) setting forth Acquiror’s good faith estimate of (A) the amount of cash to be available in the Trust Account as of the Effective Time, (B) the amount of cash to be held by the Acquiror or later Merger Sub outside the Trust Account as of the Effective Time (excluding any of the PIPE Investment Amount or FPA Investment Amount then held by the Acquiror or Merger Sub), (C) the Acquiror Share Redemption Amount, and (D) the aggregate amount of Outstanding Acquiror Expenses as of the Effective Time, including in each case relevant supporting documentation used by Acquiror in calculating such amounts reasonably requested by the Company. (b) The Company shall use its reasonable best efforts to prepare and deliver to the Acquiror no less than two (23) Business Days prior to the Closing Date: (i) the Company Parties shall deliver to SPAC a certificate duly executed by an authorized officer of the Company written statement (the “Company Closing CertificateStatement”) setting forth a statement of ): (i) confirming that the aggregate accrued Company Warrant Settlement and unpaid the Company Transaction Expenses Preferred Conversion will be completed in connection with the Closing and that, as of immediately after such completion and the Closing, the Company will have no issued and outstanding securities other than Company Common Stock issued to Acquiror; (ii) certifying (A) the number of Company Common Shares, Treasury Shares, Dissenting Shares, and Company Exchange Shares to be issued and outstanding immediately prior to the Effective Time; (B) an updated list of all Company Awards to be outstanding immediately prior to the Effective Time, including the holder thereof, the type of Company Award, the number of shares of Company Common Stock subject thereto, vesting schedule and, if applicable, the exercise price thereof; and (C) the record holders of any of the foregoing that are entitled to receive, by reason of the Merger Effective Time (subject, in the “case of any Company Awards, to the terms thereof), Acquiror Class B Common Stock; and (iii) setting forth the Company’s good faith estimate of any Unpaid Company Expenses”) and (ii) the FST Restructuring ExpensesTransaction Liabilities, which shall include the respective amounts and wire transfer instructions for the payment thereofthereof (other than with respect to amounts payable through the Company’s payroll), together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (ii) SPAC shall deliver to the Company a certificate duly executed by an authorized officer of SPAC (the “SPAC Closing Statement” and, together with the Company Closing Certificate, the “Closing Statements”), setting forth the aggregate accrued and unpaid SPAC Transaction Expenses as of immediately prior to the Merger Effective Time (the “Unpaid SPAC Expenses” and, together with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (b) On the Closing Date, concurrently with the Merger Effective Time, all Unpaid Transaction Expenses shall be paid in full, and in furtherance of the foregoing, the Parties agree that the Parties shall use their reasonable best efforts to cause the Trustee to pay by wire transfer of immediately available funds from the Trust Account, the Unpaid Transaction Expenses set forth on the Closing Statements pursuant to Section 7.16. For the avoidance of doubt, the Company shall be solely responsible and pay for the FST Restructuring Expenses prior to and after the Closing. If the Closing shall occur, any payment of the Unpaid Transaction Expenses from the proceeds of the Trust Account shall take priority over any payment of the FST Restructuring Expenses. (c) Each From and after delivery of the Acquiror Closing Statement and the Company Parties and SPAC shall Closing Statement (each, a “Closing Statement”): (i) provide the other Parties hereto and The parties shall use their respective Representatives reasonable best efforts to (A) cooperate with reasonable access to the relevant books, records each other and finance personnel provide each other such additional information reasonably requested by such other party in connection with such other party’s review of such party to enable the other Parties hereto and their respective Representatives to review and analyze the amounts set forth on the Closing Statements, (B) reasonably consider any and all changes reasonably requested by such other party and (C) revise its Closing Statement as necessary to render such Closing Statement true and correct and reflective of the terms of this Agreement; and (ii) The parties shall use their respective reasonable best efforts to jointly calculate in accordance with the terms hereof and shall use their respective reasonable best efforts to mutually confirm (A) the number of shares of Acquiror Common Stock constituting the Aggregate Merger Consideration, including the number of shares thereof consisting of Acquiror Class A Common Stock and Acquiror Class B Common Stock, (B) the Exchange Ratio, and (C) the portion of the Aggregate Merger Consideration payable from and after the Effective Time in respect of the Company Exchange Shares, including the number of shares thereof consisting of Acquiror Class A Common Stock and Acquiror Class B Common Stock (d) Notwithstanding anything to the contrary herein, (i) no requested changes to any Closing Statement received from another party or any dispute among the parties with respect to any Closing Statement shall prevent or delay the Closing and (ii) make such amendments no actual or alleged breach of or failure to comply with the Closing Statements terms of this Section 2.8 shall serve as the Parties may mutually and basis for the failure of any closing condition set forth in good faith agreeArticle IX to be satisfied.

Closing Statements. (a) No sooner than five (5) or later than two (2) Business Days prior to the Closing Date: (i) the The Company Parties shall deliver to SPAC a certificate duly executed by an authorized officer of the Company (the “Company Closing Certificate”) setting forth forth: (A) a statement of (i) the aggregate accrued and unpaid Company Transaction Expenses as of immediately prior to the Merger Effective Time (the “Unpaid Company Expenses”) and (ii) the FST Restructuring Expenses), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee; and (B) the number of Company Ordinary Shares to be issued and outstanding as of immediately prior to the Closing after giving effect to the Company Capital Restructuring. (ii) SPAC shall deliver to the Company a certificate duly executed by an authorized officer of SPAC (the “SPAC Closing Statement” and, together with the Company Closing Certificate, the “Closing Statements”), setting forth forth: (A) the aggregate accrued and unpaid SPAC Transaction Expenses as of immediately prior to the Merger Effective Time (the “Unpaid SPAC Expenses” and, together with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee; (B) the number of SPAC Class A Ordinary Shares, SPAC Class B Ordinary Shares and SPAC Warrants to be issued and outstanding as of immediately prior to the Closing after giving effect to the Unit Separation and any valid exercise of SPAC Shareholder Redemption right; (C) the amount of cash in the Trust Account (after deducting the SPAC Shareholder Redemption amount) as of the Closing Date; and (D) the calculation of the SPAC Exchange Shares and SPAC Exchange Warrants pursuant to Section 3.7(a). (biii) On the Closing Date, concurrently with the Merger Effective Time, all Unpaid Transaction Expenses pursuant to Section 7.13, SPAC shall be paid in fullpay, and in furtherance of the foregoing, the Parties agree that the Parties shall use their reasonable best efforts to or cause the Trustee to pay at the direction and on behalf of SPAC, by wire transfer of immediately available funds from the Trust AccountAccount (i) as and when due all amounts payable on account of the SPAC Shareholder Redemption amount to former SPAC Shareholders pursuant to their exercise of the SPAC Shareholder Redemption right, the (ii) all Unpaid Transaction Expenses Company Expenses, as set forth on the Company Closing Statements pursuant Certificate, and all Unpaid SPAC Expenses, as set forth on the SPAC Closing Statement, and (iii) immediately thereafter, all remaining amounts then available in the Trust Account (if any) to Section 7.16. For the avoidance of doubt, a bank account designated by the Company shall be solely responsible for its immediate use, subject to this Agreement and pay for the FST Restructuring Expenses prior to Trust Agreement, and after the Closing. If the Closing shall occurthereafter, any payment of the Unpaid Transaction Expenses from the proceeds of the Trust Account shall take priority over any payment of terminate, except as otherwise provided in the FST Restructuring ExpensesTrust Agreement. (cb) Each of the Company Parties and SPAC shall (i) provide the other Parties hereto and their respective Representatives with reasonable access to the relevant books, records and finance personnel of such party to enable the other Parties hereto and their respective Representatives to review and analyze the amounts set forth on the Closing Statements, and (ii) make such amendments to the Closing Statements as the Parties may mutually and in good faith agree.

Closing Statements. (ai) No sooner The Company shall deliver to Parent, at least five, but no more than five (5) or later than two (2) Business Days seven, business days prior to the Closing Date: , a statement (ithe “Working Capital Closing Statement”) consisting of (A) a statement comparable to the Initial Statement of its calculations of its good faith estimate of the Net Working Capital as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs (as defined below)), and (B) its good faith estimate as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement) of the amount of fees and expenses, including legal, accounting and financial advisory fees and expenses, incurred by the Company Parties shall deliver to SPAC a certificate duly executed by an authorized officer of in connection with this Agreement and the Company transactions contemplated thereby (the “Company Closing CertificateTransaction Costs”) setting forth a statement of (i) ), in the aggregate accrued and unpaid with respect to each Person entitled to payment of a portion of such Company Transaction Expenses as of immediately prior to the Merger Effective Time (the “Unpaid Company Expenses”) and (ii) the FST Restructuring Expenses, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payeeCosts. (ii) SPAC On the business day prior to the Closing Date, the Company shall deliver to the Company Parent a certificate duly executed by an authorized officer of SPAC statement (the “SPAC Cash Closing Statement” and, together with ”) setting forth (A) the Company’s Cash as of the close of business on such date and (B) the Company’s good faith estimate of the amount of the Company’s Cash as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs). (iii) The Working Capital Closing CertificateStatement and the Cash Closing Statement (together, the “Closing Statements”)) shall be prepared in good faith and be accompanied by a certificate executed by the Chief Financial Officer of the Company stating that such statements were prepared in good faith and, setting forth the aggregate accrued and unpaid SPAC Transaction Expenses as of immediately prior with respect to the Merger Effective Time (Working Capital Closing Statement, that such statement was prepared on the “Unpaid SPAC Expenses” andsame basis and applying the same accounting principles, together policies and practices that were used in preparing the Initial Statement, including the principles, policies and practices set forth in Exhibit B. Parent and its representatives shall be permitted reasonable access to review the Company’s books and records and work papers related to the preparation of the Closing Statements. Parent and its representatives may make inquiries of the Company, and its accountants and employees, regarding questions concerning or disagreements with the Unpaid Company Expenses, Closing Statements arising in the “Unpaid Transaction Expenses”), which shall include the respective amounts and wire transfer instructions for the payment course of their review thereof, together with corresponding invoices for and the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. (b) On the Closing Date, concurrently with the Merger Effective Time, all Unpaid Transaction Expenses shall be paid in full, and in furtherance of the foregoing, the Parties agree that the Parties Company shall use their its commercially reasonable best efforts to cause the Trustee any such accountants and employees to pay by wire transfer of immediately available funds from the Trust Account, the Unpaid Transaction Expenses set forth on the Closing Statements pursuant cooperate with and respond to Section 7.16such inquiries. For the avoidance of doubt, Parent shall deliver written notice to the Company shall be solely responsible and pay for the FST Restructuring Expenses prior of any disagreement that Parent may have as to and after the Closing. If the Closing shall occur, any payment of the Unpaid Transaction Expenses amount included in or omitted from the proceeds of the Trust Account shall take priority over any payment of the FST Restructuring Expenses. (c) Each of the Company Parties and SPAC shall (i) provide the other Parties hereto and their respective Representatives with reasonable access to the relevant books, records and finance personnel of such party to enable the other Parties hereto and their respective Representatives to review and analyze the amounts set forth on the Closing Statements, setting forth in reasonable in detail the basis of such disagreement together with the amount(s) in dispute. Parent and (ii) make the Company shall negotiate in good faith to resolve any such amendments to disagreements, and the Closing Statements as shall be modified if necessary to reflect the Parties may mutually and in good faith agreeresolution of any such disagreements.

Closing Statements. (a) No sooner Not less than five (5) or later than two (2) three Business Days prior to the anticipated Closing Date: , Seller shall provide to Buyer a statement (the “Seller Closing Statement”) consisting of a calculation, in reasonable detail, of each component of the Purchase Price, including identifying in reasonable detail (i) all amounts of Leakage that have occurred or will occur at or prior to the Company Parties shall deliver Closing, (ii) an estimate of all Transaction Related Expenses to SPAC a certificate duly executed be paid by an authorized officer the Acquired Companies after the Closing and (iii) the Investment Portfolio Adjustment Amount as of the Company Closing, together with such documentation as is reasonably necessary to support such calculations. The Seller Closing Statement, and the components thereof, shall be prepared in accordance with the Accounting Principles and the terms of this Agreement. Seller shall reasonably cooperate with Buyer in good faith to resolve any dispute Buyer asserts prior to the Closing Date regarding the amounts set forth on the Seller Closing Statement, it being understood that Buyer will have the opportunity to evaluate such amounts following the Closing as set forth in Section 1.06(b) and that the Closing shall not be delayed by reason of any dispute regarding the Seller Closing Statement. (b) No later than 60 days following the Closing Date (the “Company Adjustment Period”), Buyer shall prepare and deliver to Seller a statement (the “Buyer Closing CertificateStatement”) setting forth a statement consisting of its calculation, in reasonable detail, of (i) the aggregate accrued amount of any Leakage, including Leakage that was not reported on the Seller Closing Statement and unpaid Company that has been identified by Buyer during the Adjustment Period, (ii) the amount of any Transaction Related Expenses paid or to be paid by the Acquired Companies after the Closing, (iii) the Investment Portfolio Adjustment Amount as of immediately the Closing, (iv) the resulting Purchase Price and (v) a reconciliation of Buyer’s calculations to those of Seller in the Seller Closing Statement, together with such documentation as is reasonably necessary to support such calculations. The Buyer Closing Statement, and the components thereof, shall be prepared in accordance with the Accounting Principles and the terms of this Agreement. (c) Seller shall have 60 days from the date on which the Buyer Closing Statement is delivered to Seller to review the Buyer Closing Statement (such period of time, the “Review Period”). During the Review Period, Buyer shall cooperate fully with Seller and its Representatives in their review of the Buyer Closing Statement, shall provide, or cause the Acquired Companies to provide, to Seller and its Representatives reasonable access to all books, records and working papers of the Acquired Companies relevant to the Buyer Closing Statement, and shall request, or cause the Acquired Companies to request, that such Acquired Company’s auditors provide to Seller and its Representatives reasonable access to all their working papers relevant to the Buyer Closing Statement; provided that the auditors of Buyer shall not be obligated to make any working papers available to Seller until Seller has signed a customary agreement relating to such access to working papers in form and substance reasonably acceptable to such auditors. The Buyer Closing Statement shall become final and binding upon the parties with respect to all items set forth therein at 5:00 p.m. New York City time on the 60th day of the Review Period, unless Seller gives written notice of its disagreement with the Buyer Closing Statement (such written notice, a “Dispute Notice”) to Buyer on or prior to such time. Any Dispute Notice shall specify in reasonable detail the Merger Effective Time item or items in dispute (each component thereof, a “Disputed Item”) and the reasons for any disagreement so asserted. If a Dispute Notice is received by Buyer in a timely manner, then the Buyer Closing Statement (as revised in accordance with this sentence) shall become final and binding upon Seller and Buyer on the earlier of (A) the date Seller and Buyer resolve in writing all differences they have with respect to the matters specified in the Dispute Notice or (B) the date all disputed matters are finally resolved in writing by the Independent Accountant in accordance with Section 1.06(d). (d) If Seller delivers a Dispute Notice, then Seller and Buyer shall seek in good faith to resolve the Disputed Items during the 15-Business Day period beginning on the date Buyer receives the Dispute Notice (such period of time, the “Unpaid Company ExpensesResolution Period”). During the Resolution Period, Buyer and its auditors shall have access to the working papers of Seller prepared in connection with the Dispute Notice; provided that the auditors of Seller shall not be obligated to make any working papers available to Buyer until Buyer has signed a customary agreement relating to such access to working papers in form and substance reasonably acceptable to such auditors. In the event that Seller and Buyer are unable to agree on any item or items shown or reflected in the Dispute Notice within the Resolution Period, Seller and Buyer shall enter into an engagement letter with the Independent Accountant containing customary terms and conditions for this type of engagement within 15 days of the conclusion of the Resolution Period. Each of Seller and Buyer shall prepare separate written reports of such unresolved item or items specified in the Dispute Notice and deliver such reports, along with copies of the Dispute Notice and the Buyer Closing Statement marked to indicate those line items that remain in dispute, to the Independent Accountant within 15 days after engaging the Independent Accountant. Buyer and Seller shall, within five Business Days thereafter, submit written rebuttal reports to the Independent Accountant, and the Independent Accountant shall have the right to ask questions of both parties relating to their respective submissions. The parties hereto shall use their respective commercially reasonable efforts to cause the Independent Accountant to, as soon as practicable and in any event within 15 days after the earlier of (x) receiving such written reports or (y) the deadline for delivering such written reports, determine whether and to what extent (if any) the Buyer Closing Statement requires adjustment with respect to the calculation of the items set forth therein or the identification of items as Leakage; provided, however, that the dollar amount of each item in dispute shall be determined within the range of dollar amounts proposed by Seller in the Dispute Notice, on the one hand, and Buyer in the Buyer Closing Statement, on the other hand. The parties hereto acknowledge and agree that (i) the review by and determinations of the Independent Accountant shall be limited to, and only to, the unresolved item or items specified in the Dispute Notice and (ii) the FST Restructuring Expenses, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required determinations by the TrusteeIndependent Accountant shall be based solely on (A) such reports submitted by Seller and Buyer and the information and documents (including work papers) provided to the Independent Accountant which form the basis for Seller’s and Buyer’s respective positions and (B) this Section 1.06 and the definitions in this Agreement related to the calculation of Leakage and the Investment Portfolio Adjustment Amount. The parties hereto shall use their commercially reasonable efforts to cooperate with and provide information and documentation, including work papers, to assist the certified Taxpayer Identification NumbersIndependent Accountant; provided that Buyer and Seller shall not be obligated to make any working papers of any auditors of Buyer or Seller, respectively, available to the Independent Accountant until the Independent Accountant shall have signed a customary agreement relating to such access to working papers in form and substance reasonably acceptable to such auditors. Any such information or documentation provided by a party hereto to the Independent Accountant shall be concurrently delivered to the other party hereto, subject, in the case of each payeethe Independent Accountant’s work papers, to such other party hereto entering into a customary release agreement with respect thereto. Neither of the parties hereto shall disclose to the Independent Accountant, and the Independent Accountant shall not consider for any purposes, any settlement discussions or settlement offers made by any of the parties hereto with respect to any objection under this Section 1.06(d). The determinations by the Independent Accountant solely as to the amount of the item or items in dispute and the resulting Purchase Price shall be in writing and shall be final, binding, non-appealable and conclusive and shall have the same effect for all purposes as if such determinations had been embodied in a final judgment, entered by a court of competent jurisdiction, and either party hereto may petition the New York courts to reduce such decision to judgment. The fees, costs and expenses of the Independent Accountant shall be borne by Buyer, on the one hand, and Seller, on the other hand, based on the inverse of the percentage of the amounts that the Independent Accountant determines in such party’s favor bears to the aggregate amount of the total disputed matters. (iie) SPAC shall deliver to Within three Business Days after the Company end of the Review Period (if a certificate duly executed by an authorized officer of SPAC (the “SPAC Closing Statement” and, together with the Company Closing Certificate, the “Closing Statements”timely Dispute Notice is not delivered), setting or upon the resolution of all matters set forth in the aggregate accrued and unpaid SPAC Transaction Expenses as Dispute Notice either by mutual agreement of immediately prior to the Merger Effective Time (the “Unpaid SPAC Expenses” and, together with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required parties hereto or by the Trustee, the certified Taxpayer Identification Numbers, of each payee.Independent Accountant in accordance with Section 1.06(d): (bi) On if the Closing DatePurchase Price as finally determined exceeds the Purchase Price paid at Closing, concurrently with the Merger Effective TimeBuyer shall pay to Interfinancial, all Unpaid Transaction Expenses shall be paid in full, and in furtherance of the foregoing, the Parties agree that the Parties shall use their reasonable best efforts to cause the Trustee to pay by wire transfer of immediately available funds from the Trust Accountfunds, the Unpaid Transaction Expenses set forth on the Closing Statements pursuant an amount equal to Section 7.16. For the avoidance of doubt, the Company shall be solely responsible and pay for the FST Restructuring Expenses prior to and after the Closing. If the Closing shall occur, any payment of the Unpaid Transaction Expenses from the proceeds of the Trust Account shall take priority over any payment of the FST Restructuring Expenses.such difference; and (c) Each of the Company Parties and SPAC shall (i) provide the other Parties hereto and their respective Representatives with reasonable access to the relevant books, records and finance personnel of such party to enable the other Parties hereto and their respective Representatives to review and analyze the amounts set forth on the Closing Statements, and (ii) make such amendments if the Purchase Price as finally determined is less than the Purchase Price paid at Closing, Seller shall cause Interfinancial to pay to Buyer, by wire transfer of immediately available funds, an amount equal to the Closing Statements absolute value of such difference. Any such amounts paid to Buyer or Seller shall be treated as an adjustment to the Parties may mutually and in good faith agreePurchase Price for Tax reporting purposes.