Common use of Estimated Closing Statement Clause in Contracts

Estimated Closing Statement. (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. Not less than two (i) No later than three (32) Business Days prior to the Closing Date, the Company Seller shall prepare and deliver to Acquiror (A) the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) setting forth the CompanySeller’s good faith estimates calculation, together with reasonably detailed supporting documentation, of (1) the Estimated estimated Closing Date Net Working Capital (as well as the resulting “Estimated Closing Date Net Working Capital Surplus Capital”) and the components thereof; (if any) or Estimated Net Working Capital Shortfall (if any)), (2ii) the Estimated Transaction ExpensesWorking Capital Increase or Estimated Working Capital Decrease, (3) as the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Sellercase may be; and (4iii) wire instructions for the payments resulting calculation of Debt, and the Estimated Transaction Expenses, including, for Purchase Price (the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B)resulting amount, the “Payment ScheduleEstimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Estimated Closing Statement shall be prepared by Seller and the Company in accordance with Owner, during the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on period from the delivery of the Estimated Closing Statement notified to it by Acquiror prior through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the Closing books and ifrecords, prior outside accounting firm, working papers (subject to the Closingexecution of customary access letters), the Company personnel, and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure facilities of the Company and Acquiror Seller in order to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy complete their review of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreementcalculations set forth therein, and all obligations the Seller shall consider in good faith any comments made by the Buyer to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, including the Earn-Out Payment. None of Acquiror or to dispute any of its Affiliates (includingamount included in, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement shall not limit, or have any effect on, the Payment ScheduleBuyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

Estimated Closing Statement. (i) No later Not less than three (3but not more than five) Business Days prior to the Closing anticipated Distribution Date, the Company UWWH shall deliver to Acquiror provide IP and Spinco (Aa) a certificate endorsed by an executive officer of UWWH certifying a statement (in form and substance reasonably satisfactory to IP) (the “UWWH Estimated Closing Statement”) setting forth the CompanyUWWH’s good faith estimates estimate of (1i) the UWWH Transaction Expenses Amount (the “UWWH Estimated Transaction Expenses Amount”), (ii) the UWWH Working Capital Adjustment (the “UWWH Estimated Working Capital Adjustment”) and (iii) the UWWH Net Debt Adjustment (the “UWWH Estimated Net Debt Adjustment”) and (iv) the Estimated Net Working Capital Adjustment Payment, including reasonable detail regarding the calculations thereof and (b) an estimated unaudited balance sheet of UWWH and its Subsidiaries as well as of the resulting Estimated Net Working Capital Surplus Calculation Time (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the “UWWH Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment ScheduleBalance Sheet”). The UWWH Estimated Closing Balance Sheet and UWWH Estimated Closing Statement (x) shall be prepared by the Company in accordance with the Agreed Principles. Applicable Accounting Principles and (iiy) The Company shall consider in good faith any reasonable comments or objections not give effect to any amounts set forth on the refinancing of the Unisource Credit Facility. Prior to and after delivering the UWWH Estimated Closing Statement notified to it by Acquiror prior to the Closing Balance Sheet and if, prior to the Closing, the Company and Acquiror agree to make any modification to the UWWH Estimated Closing Statement, then UWWH shall give IP and its Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of UWWH and its Subsidiaries (including UWWH’s senior finance and accounting personnel and its accountants) to the extent reasonably required to permit IP to review the UWWH Estimated Closing Statement as so modified shall be deemed to be Balance Sheet and the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the UWWH Estimated Closing Statement and shall cooperate and provide such information as reasonably requested by IP and its Representatives regarding the Payment Schedule in all respects in making any payments calculation of the components thereof and provide such back-up therefor as reasonably requested by IP. If the Estimated Adjustment Amount is positive, the UWWH Stockholder shall be paid by Spinco by wire transfer of immediately available funds an amount equal to the Estimated Adjustment Amount at Closing as payment of the estimated amount due pursuant to this AgreementSection 2.7(a)(i)(z). If the Estimated Adjustment Amount is negative, and all obligations the Special Payment payable to make such payments IP prior to the Distribution pursuant to Section 2.6 of the Distribution Agreement shall be deemed fulfilled increased by an amount equal to the extent such payments are made in accordance with this Agreement, the Estimated Adjustment Amount Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation pursuant to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations Section 5.1 of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment ScheduleDistribution Agreement.

Estimated Closing Statement. (i) No later than At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) the Parent Group a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates following items: (a) its estimate of the Aggregate Consideration (1the “Estimated Closing Consideration”); (b) its estimate of the Closing Total Indebtedness (the “Estimated Closing Total Indebtedness”); [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. (c) its estimate of the Closing Net Cash (the “Estimated Net Closing Cash”); (d) its estimate of the Closing Working Capital (as well as the resulting “Estimated Net Closing Working Capital Surplus Capital”); (if anye) the Closing Indebtedness Payoff Amount; (f) the aggregate amount of Company Transaction Expenses (including any Company Transaction Expenses that will become payable after the Effective Time with respect to services rendered or Estimated Net Working Capital Shortfall (if any)actions taken prior to the Effective Time), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) together with a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debtbreakdown thereof, and the Estimated wire transfer instructions, with respect to the Persons entitled to the payment of the Company Transaction Expenses, including, ; (g) the names of all the Participating Equity Holders and their respective addresses; (h) the number of Ordinary Shares subject to the Company Options and the Company Share Awards; (i) the exercise price per share in effect for each Company Option; (j) the vesting status and schedule of each Company Option; (k) the exercise price per share in effect for the avoidance of doubtCompany Warrant, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by it being noted that the Company Warrant may be exercised by way of cashless exercise or redeemed as set out in Exhibit N, all in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts illustrative example set forth on in Exhibit C, resulting therefrom, provided that for the purposes of calculating the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the ClosingConsideration, the Company and Acquiror agree to make any modification to amount of the Estimated Closing Statement, then the Estimated Closing Statement as so modified Deferred Tax Assets shall be deemed assumed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereundernil. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. (i) No Not later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) Purchaser a statement certified by the Company’s chief executive officer (the “Estimated Closing Statement”) setting forth (a) a good faith calculation of the Company’s good faith estimates estimate of (1) the Estimated Net Working Capital (Closing Indebtedness, in each case, as well as of the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash Reference Time and (4) the Estimated Closing Debtalong with reasonably detailed calculations, and (B) a schedule which shall include (1b) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments resulting estimated Merger Consideration and Merger Consideration Shares to be made to NewCo issued by Purchaser at the Closing pursuant to using the formula in Section 2.3(b)1.8 based on such estimates of Closing Indebtedness, (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The which Estimated Closing Statement shall be prepared subject to the review and the reasonable approval by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on Purchaser. Promptly after delivering the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the ClosingPurchaser, the Company will meet with Purchaser to review and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of discuss the Estimated Closing Statement and the Payment Schedule Company will consider in good faith Purchaser’s comments to the Estimated Closing Statement and make any appropriate adjustments to the Estimated Closing Statement prior to the Closing, as mutually approved by the Company and Purchaser both acting reasonably and in good faith, which adjusted Estimated Closing Statement shall thereafter become the Estimated Closing Statement for all respects in making any payments pursuant to purposes of this Agreement, . The Estimated Closing Statement and all obligations to make such payments the determinations contained therein shall be deemed fulfilled to the extent such payments are made prepared in accordance with GAAP or other applicable accounting principles and otherwise in accordance with this Agreement. The Estimated Closing Statement will also include with respect to Closing Indebtedness the amount owed to each creditor of the Company and, the Payment Schedule, with respect to any Closing Indebtedness that Purchaser and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after Company agree to satisfy at the Closing, payment instructions, together with payoff and lien release letters from the Company’s creditors in form and substance reasonably acceptable to Purchaser. Schedule 1.9 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the Seller Representative shall have any liability or obligation to any Persondate set forth therein, including the Sellers calculation of Closing Indebtedness and the Seller Guarantorsresulting Merger Consideration and Merger Consideration Shares, for any Damages arising from or relating to any errorsif the Closing had occurred on such date, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy each case prepared and calculated in the information set forth on the Estimated Closing Statement or the Payment Scheduleaccordance with this Agreement.

Estimated Closing Statement. (ia) No later Not less than three (3) Business Days prior to the Closing Date, the Company Seller shall prepare and deliver to Acquiror (A) Purchaser a written statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1i) the Estimated Closing Net Working Capital, including the resulting Estimated Closing Net Working Capital Overage (if any, expressed as well as the resulting a positive number) or Estimated Closing Net Working Capital Surplus Shortage (if any) or Estimated Net Working Capital Shortfall (if any), expressed as a negative number), (2ii) the Estimated Closing Indebtedness (expressed as a negative number), (iii) the Estimated Transaction ExpensesExpenses (expressed as a negative number), and (3iv) the Estimated Closing Cash (expressed as a positive number), and (4) include a reasonably detailed calculation of the components of Estimated Net Working Capital, Estimated Closing DebtIndebtedness, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”)Expenses and Estimated Closing Cash. The Estimated Closing Statement shall be prepared by the Company in good faith in accordance with GAAP and on a basis consistent with the Agreed Principles.calculation of Net Working Capital set forth in Exhibit B. (b) From and after the delivery of the Estimated Closing Statement until the day prior to the Closing Date, Seller shall, and shall cause the Companies to, (i) reasonably assist Purchaser and its Representatives in Purchaser’s review of the Estimated Closing Statement, and (ii) The Company make available to Purchaser the Representatives responsible for preparing the Estimated Closing Statement to discuss the Estimated Closing Statement with Purchaser, and (iii) provide Purchaser with the unaudited balance sheet and income statement for each of the Companies for each of the periods that have elapsed since the Effective Date. Parent shall consider in good faith any reasonable comments or objections on the Estimated Closing Statement submitted by Purchaser and Parent may, in its sole discretion, choose to redeliver the Estimated Closing Statement to Purchaser, reflecting any amounts such comments. The foregoing notwithstanding, Parent shall have no obligation to adjust the Estimated Closing Statement as a result of such discussions; provided, further, that even if the parties do not mutually agree upon the calculations to be included in the Estimated Closing Statement, the last Estimated Closing Statement delivered by Seller to Purchaser shall be used at Closing as the basis for determining the Estimated Adjustment. (c) The sum of (i) the Estimated Closing Net Working Capital Overage (if any), (ii) the Estimated Closing Net Working Capital Shortage (if any), (iii) the Estimated Closing Indebtedness, (iv) the Estimated Transaction Expenses and (v) the Estimated Closing Cash, as such items are set forth on the Estimated Closing Statement notified is referred to it by Acquiror prior to as the “Estimated Adjustment” and shall either increase the Closing and if, prior Payment (if such sum is a positive number) or reduce the Closing Payment (if such sum is a negative number) pursuant to the Closing, the Company and Acquiror agree Section 2.01. (d) All references to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified “Seller” in this Section 3.01 shall be deemed to be references to “Parent” until Seller has delivered the Estimated Closing Statement; provided, that the failure of the Company and Acquiror Joinder to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunderPurchaser. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. (i) No later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) Buyer a statement (the “Estimated Closing Statement”) setting forth (a) the Company’s 's good faith estimates of (1) the Estimated Closing Cash, Closing Indebtedness, Closing Unpaid Transaction Expenses and Closing Net Working Capital Adjustment, (as well as b) using the amounts referred to in the preceding clause (a), the resulting (i) Purchase Price (the “Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)Purchase Price”), and (2ii) the amount equal to the Estimated Purchase Price minus the sum of the Escrow Amount and the Seller Representative Expense Fund Amount (such difference, the “Aggregate Closing Payment”), with each of the foregoing prepared in good faith in accordance with the terms of this Agreement, including the applicable Accounting Principles (except as otherwise expressly set forth herein) and the books and records of the Company and its Subsidiaries, (a) reasonable supporting information used by the Sellers in the preparation of the estimates of each component of the Purchase Price, including, in the case of Closing Unpaid Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debtinvoices, and (Bb) a schedule which shall include (1the “Allocation Schedule”) the Estimated Total Stock Purchase Consideration, setting forth (2i) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable Aggregate Closing Payment to be paid to each of the Sellers (such Seller; ’s “Closing Payment”), (ii) the methodology used to calculate each such portion (such methodology, the “Purchase Price Allocation Methodology”), and (4iii) wire instructions for the payments of Debtaccount to which each Seller’s Closing Payment shall be paid. If Buyer reasonably disagrees with any item set forth in the Estimated Closing Statement, Buyer shall be entitled to provide comments to the Company no later than two (2) Business Day prior to the Closing Date, and Buyer and the Company shall, in good faith, use their respective reasonable best efforts to resolve any such requested changes and, to the extent necessary, the Estimated Transaction Expenses, includingClosing Statement shall be revised to reflect any changes to any component thereof mutually agreed to in writing by the Company and Buyer prior to the Closing; provided that, for the avoidance of doubt, if the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (Company disagrees with any such schedule delivered pursuant to this clause (B)comments, the “Payment Schedule”position of the Company with respect to such disagreement shall control for purposes of Closing (without limiting the post-Closing procedures in Section 2.05). The Estimated Closing Statement shall be prepared by Following the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on delivery of the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the ClosingBuyer, the Company shall afford Buyer and Acquiror agree its Representatives the reasonable opportunity to make examine the statements that were used to prepare the Estimated Closing Statement and any modification supporting documentation (subject to execution of customary access letters) that is reasonably necessary and appropriate for Buyer to review the Estimated Closing Statement, then and the Estimated Closing Statement as so modified Company shall be deemed to be make available, upon Buyer’s reasonable request and during normal business hours, the appropriate Representatives of the Company and its Subsidiaries involved in the preparation of the Estimated Closing Statement; provided. Notwithstanding anything contained in this Agreement to the contrary, Seller Representative agrees, on behalf of each Seller, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative Buyer shall have no liabilities whatsoever for (i) any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations Allocation Schedule or any information provided by a Seller in any Letter of Transmittal, including any payment instructions or (ii) the resulting failure of any portion of the portion of any amounts payable Purchase Price to be properly allocated to any Seller or due to any other Person or any other errors, omissions or inaccuracy inaccuracies noted in the information set forth on the Estimated Closing Statement or the Payment Scheduleclause (i).

Estimated Closing Statement. (i) No Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) Purchaser a statement certified by the Company’s chief executive officer and chief financial officer (the “Estimated Closing Statement”) setting forth (a) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles, (b) a good faith calculation of the Company’s good faith estimates estimate of (1) the Estimated Closing Net Debt, Net Working Capital and Transaction Expenses, in each case, as of the Reference Time and along with reasonably detailed calculations, and (as well as c) the resulting Estimated estimated Exchange Consideration and Exchange Shares (valued at the Redemption Price) to be issued and delivered by Pubco at the Closing using the formula in Section 2.2 based on such estimates of Closing Net Debt, Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated and Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared subject to the review (and not the approval) by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on Purchaser. Promptly after delivering the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the ClosingPurchaser, the Company will meet with Purchaser to review and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of discuss the Estimated Closing Statement and the Payment Schedule Company will consider in good faith Purchaser’s comments to the Estimated Closing Statement and make applicable adjustments to the Estimated Closing Statement prior to the Closing. Any such adjusted Estimated Closing Statement shall thereafter be deemed the Estimated Closing Statement for all respects in making any payments pursuant to purposes of this Agreement, . The Estimated Closing Statement and all obligations to make such payments the determinations contained therein shall be deemed fulfilled to prepared in accordance with the extent such payments are made Accounting Principles and otherwise in accordance with this Agreement. The Estimated Closing Statement will also include with respect to (i) any Closing Net Debt, the Payment Scheduleamount owed to each creditor of any of the Target Companies and, with respect to any Closing Net Debt that Purchaser and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after Company agree to satisfy at the Closing, payment instructions, together with payoff and lien release letters from each Target Company’s creditors in form and substance reasonably acceptable to Purchaser, and (ii) Transaction Expenses, the Company) or the Seller Representative shall have any liability or obligation amount owed to any Person, including the Sellers each payee thereof and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedulepayment instructions therefor.

Estimated Closing Statement. (i) No later than three (3) The Company shall have prepared and delivered to Acquiror two Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) Date a statement (the “Estimated Closing Statement”) ), which shall take into account any reasonable comments from Acquiror that the Company shall determine in good faith are appropriate to ensure that the items set forth therein conform with the provisions of this Agreement, setting forth (A) the Company’s good faith estimates estimate of (1) the Estimated Net Closing Working Capital (as well as the resulting “Estimated Net Closing Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)Capital”), (2B) the Company’s estimate of Closing Cash (the “Estimated Closing Cash”), (C) the Company’s estimate of Closing Indebtedness (the “Estimated Indebtedness”) and (D) the Company’s estimate of Company Transaction Expenses (the “Estimated Transaction Expenses”), along with a certificate executed by the Company’s Chief Executive Officer or Chief Financial Officer (3the “Closing Certificate”) certifying as to the amount of the Estimated Closing Cash and (4) the Working Capital, Estimated Closing DebtCash, Estimated Indebtedness and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses. The Closing Certificate shall be accompanied by executed payoff letters from each holder of Closing Indebtedness that relates to borrowed money. The Closing Certificate shall include a funds flow statement which shall take into account any reasonable comments from Acquiror to ensure that the items set forth therein conform with the provisions of this Agreement, including, for the avoidance of doubtsetting forth with respect to each Equityholder and each Person to whom any Company Transaction Expenses and Closing Indebtedness is payable or due at Closing, the Transaction Bonuses, amounts payable to be made to the applicable payees thereof pursuant to Section 2.3(b) (each such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company Person in accordance with the Agreed Principles. (ii) terms of this Agreement and payment instructions with respect to each such payee, and setting forth the Percentage for each Equityholder. The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on will prepare the Estimated Closing Statement notified on an accrual basis in accordance with GAAP using the same accounting methods, practices, principles and policies and procedures, with consistent classifications, judgments and valuation methodologies that were used in the preparation of the Company’s Financial Statements. The Company shall also make available to it by Acquiror prior to the Closing and ifall financial records, prior to the Closingwork papers, the Company and or other documentation as Acquiror agree to make any modification to may reasonably request in connection with its review of the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. (i) No later Not less than three (3but not more than five) Business Days prior to the Closing anticipated Distribution Date, the Company IP shall deliver to Acquiror provide Spinco and UWWH (Aa) a certificate endorsed by an executive officer of IP certifying a statement (in form and substance reasonably satisfactory to UWWH) (the “Spinco Estimated Closing Statement”) setting forth the CompanyIP’s good faith estimates estimate of (1i) the Spinco Working Capital Adjustment (the “Spinco Estimated Working Capital Adjustment”) and (ii) the Spinco Net Debt Adjustment (the “Spinco Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)Debt Adjustment”), including reasonable detail regarding the calculations thereof and (2b) an estimated unaudited balance sheet of the Estimated Transaction Expenses, Spinco Business as of the Calculation Time (3) the “Spinco Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment ScheduleBalance Sheet”). The Spinco Estimated Closing Balance Sheet and Spinco Estimated Closing Statement (x) shall be prepared by the Company in accordance with the Agreed Principles. Applicable Accounting Principles and (iiy) The Company shall consider in good faith any reasonable comments or objections not give effect to any amounts set forth on the Special Payment to IP contemplated by Section 2.6, the Distribution and/or the Special Payment Financing. Prior to and after delivering the Spinco Estimated Closing Statement notified to it by Acquiror prior to the Closing Balance Sheet and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Spinco Estimated Closing Statement, then IP and Spinco shall give UWWH and its Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of Spinco and IP (including Spinco and IP’s respective senior finance and accounting personnel and their accountants) to the extent reasonably required to permit UWWH to review the Spinco Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company Balance Sheet and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Spinco Estimated Closing Statement and shall cooperate and provide such information as reasonably requested by UWWH and its Representatives regarding the calculation of the components thereof and provide such back-up therefor as reasonably requested by UWWH. The amount of the Special Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled (1) (x) increased by an amount equal to the extent Spinco Estimated Working Capital Adjustment, if such payments are made in accordance with this Agreementamount is positive, or (y) decreased by the Payment Scheduleabsolute value of such amount, if such amount is negative; (2) decreased by an amount equal to the Spinco Estimated Net Debt Adjustment if such amount is positive, or (y) increased by the absolute value of such amount, if such amount is negative; and (3) if the Estimated Closing StatementAdjustment Amount is negative, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on increased by the Estimated Closing Statement or the Payment ScheduleAdjustment Amount Payment.

Estimated Closing Statement. At least 4 (i) No later than three (3four) Business Days prior to before the Closing Date, the Company Sellers shall prepare and deliver to Acquiror Telefónica Parties a statement setting forth its good faith estimate of (A) a Working Capital of the Company as of the Reference Date (the “Estimated Closing Working Capital”), (B) Cash of the Company as of the Reference Date (the “Estimated Closing Cash”), (C) Debt of the Company as of the Reference Date (the “Estimated Closing Debt”), (D) the Estimated Closing Working Capital Adjustment (as defined in Exhibit 3) as of the Reference Date, and (E) the Vivendi Leakage Amount between the Reference Date and the Closing Date estimated by the Sellers (the “Estimated Vivendi Leakage Amount”), which statement shall quantify in reasonable detail the estimates of the items constituting the Estimated Closing Working Capital, the Estimated Closing Cash, the Estimated Closing Debt, the Estimated Closing Working Capital Adjustment and the Estimated Vivendi Leakage Amount, in each case calculated in accordance with this Agreement (the “Estimated Closing Statement”) setting forth prepared applying the same methods and principles of the Company’s good faith estimates financial statements of (1) June 30, 2014 and of December 31, 2013, a certificate of the Estimated Net Working Capital (as well as Chief Financial Officer and the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) external auditor of the Estimated Transaction Expenses, (3) Company to the effect that the Estimated Closing Cash Statement was prepared in accordance with the above-mentioned accounting principles and (4) practices adopted by the Estimated Closing Debt, Company and (B) a schedule which shall include (1) provided they do not conflict with the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”)IFRS. The Estimated Closing Statement shall be prepared by expressed in Euros applying the Company Offer Exchange Rate (except in the case of the items comprised within the definition of Cash and Debt denominated in Euros, which shall be considered for their respective amounts in Euros). On the Closing Date, Purchaser shall pay to the Sellers in accordance with Article 2.1(i) the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on Cash Consideration minus the Estimated Closing Statement notified to it by Acquiror prior to the Closing and ifWorking Capital Adjustment as defined in Exhibit 3, prior to the Closing, the Company and Acquiror agree to make any modification to plus the Estimated Closing StatementCash, then less the Estimated Closing Statement as so modified shall be deemed to be Debt, minus the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunderVivendi Leakage Amount. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. (ia) No later than At least three (3) Business Days prior to the anticipated Closing Date, the Company Seller Parties shall deliver (or cause to Acquiror (Abe delivered) to the Purchaser a statement (as it may be adjusted pursuant to Section 2.5(b), the “Estimated Closing Statement”) setting forth (i) the Company’s Sellers Parties’ good faith estimates of (1A) the Estimated Closing Net Working Capital (as well as the resulting “Estimated Closing Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if anyCapital”)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule the Closing Net Debt (the “Estimated Closing Net Debt”), which estimate shall include include, for greater certainty, the Seller Parties’ good faith estimate of the Remaining STI Trade Debt, if any (1the “Estimated Remaining STI Trade Debt”), and (ii) the Estimated Total Stock Seller Parties’ resulting good faith calculation of the Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant Price determined without regard to Section 2.3(b), 2.9 or [Redacted – commercially sensitive purchase price adjustment] (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment ScheduleEstimated Purchase Price”). The Estimated Closing Statement shall be prepared by the Company in accordance with this Agreement and the Agreed Accounting Principles, and shall be accompanied by reasonable supporting detail with respect to the calculation of the amounts set out therein (including details relating to the intercompany payments contemplated in Section 1 of Schedule D). (iib) The Company Following the delivery of the Estimated Closing Statement, the Seller Parties shall consider in good faith any reasonable of Purchaser’s comments or objections on the calculation of the Estimated Purchase Price and the components thereof and make any revisions to any amounts set forth on the Estimated Closing Statement notified that are agreed to it by Acquiror Rogers and the Purchaser prior to the Closing and if, prior to Date. (c) Concurrently with the Closing, the Company and Acquiror agree to make any modification to delivery of the Estimated Closing Statement, then the Estimated Closing Statement as so modified Seller Parties shall be deemed deliver (or cause to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iiidelivered) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this AgreementPurchaser a statement certified by a senior officer of Shaw, without personal liability, setting forth the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None calculation of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule[Redacted – commercially sensitive purchase price adjustment].

Estimated Closing Statement. At least five (i) No later than three (35) Business Days prior to the Closing DateClosing, the Company Sellers shall prepare and deliver to Acquiror Buyer an estimated Closing Balance Sheet (A“Estimated Closing Balance Sheet”) a and an estimated Closing statement executed on behalf of each Seller (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates Sellers’ estimate of (1i) the Closing Cash Amount (“Estimated Closing Cash Amount”), (ii) Closing Working Capital (“Estimated Closing Working Capital”), (iii) the amount, if any, of Closing Outstanding Indebtedness (“Estimated Closing Outstanding Indebtedness”), (iv) the amount, if any, of Unpaid Transaction Expenses (“Estimated Unpaid Transaction Expenses”), (v) (A) the aggregate amount of capital expenditures Sellers have made, or have caused the Transferred Companies to make, in accordance with Section 6.2(a), and the amount, if any, by which such aggregate amount is less than the Minimum Capital Expenditure Amount (the “Capital Expenditure Shortfall Amount”), (B) the aggregate amount of sales and marketing related operating expenditures Sellers have made, or have caused the Transferred Companies to make, in accordance with Section 6.2(a), and the amount, if any, by which such aggregate amount is less than the Minimum Marketing Expenditure Amount (the “Marketing Expenditure Shortfall Amount”), and (C) the aggregate amount of equipment subsidies Sellers have made, or have caused the Transferred Companies to make, in accordance with Section 6.2(a), and the amount, if any, by which such aggregate amount is less than the Minimum Equipment Subsidy Amount (the “Equipment Subsidy Shortfall Amount”), and (vi) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Purchase Price. The Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage Balance Sheet and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be in the format and with only those line items set forth in the form thereof included with the Closing Statement Guidelines attached hereto as Exhibit A. The Estimated Closing Balance Sheet and the Estimated Closing Statement and each of the items included therein shall be prepared in good faith by the Company Seller in accordance with the Agreed Principles. (ii) The Company Closing Statement Guidelines. Prior to the Closing, Buyer shall consider have the right to comment in good faith any reasonable comments or objections to any on the amounts set forth on contained in the Estimated Closing Statement notified to it by Acquiror prior to within three (3) Business Days after the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy delivery of the Estimated Closing Statement to Buyer. Sellers shall in good faith consider the comments, if any, of Buyer to the Estimated Closing Statement and if Sellers determine, in their sole discretion, that changes to the Payment Schedule in all respects in making Estimated Closing Statement and/or Estimated Closing Balance Sheet are appropriate, Sellers may re-issue an Estimated Closing Statement and/or an Estimated Closing Balance Sheet prior to Closing; provided, however, that any payments pursuant such comments by Buyer with respect to this Agreementthe Estimated Closing Balance Sheet or Estimated Closing Statement shall not delay Closing and, and all obligations absent manifest error, Sellers will be under no obligation to make such payments shall be deemed fulfilled any changes to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and Estimated Closing Balance Sheet or the Estimated Closing Statement. The process described in this Section 2.3 is not intended to permit the introduction of different accounting methodologies, including practices, estimation techniques, assumptions or principles to the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations preparation of the portion of any amounts payable to any Seller Estimated Closing Balance Sheet or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment ScheduleClosing Balance Sheet or Closing Statement from those used in the preparation of the balance sheets of the Transferred Business included in the Financial Statements, except as may be expressly provided for in the Closing Statement Guidelines.

Estimated Closing Statement. (i) No later than three (3) Business Days prior to the Closing Date, the Company Seller Holdings shall deliver to Acquiror (A) Buyer REIT a statement (the “Estimated Closing Statement”) ), setting forth the Company’s Companies’ good faith estimates of calculation of: (1A) the US Purchase Price (the “Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)US Purchase Price”), (2B) the Estimated Closing US Cash, (C) Closing US Indebtedness, (D) Closing US Net Working Capital, and (E) US Transaction Expenses, in each case together with reasonable supporting detail as to each of the calculations; and (3ii) (A) the Non-US Purchase Price (the “Estimated Non-US Purchase Price”), (B) Closing Cash and Non-US Cash, (4C) the Estimated Closing DebtNon-US Indebtedness, (D) Closing Non-US Net Working Capital, and (BE) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Non-US Transaction Expenses, including, for in each case together with reasonable supporting detail as to each of the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”)calculations. The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company Accounting Principles and shall also set forth the amount to be paid to each Seller at the Closing pursuant to Section 2.2(b). Buyer REIT shall be entitled to comment on and request reasonable changes to the Estimated Closing Statement and Seller Holdings shall consider in good faith any reasonable comments or objections changes Buyer REIT proposes to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to and revise such statement if, based on its good faith assessment, such changes are warranted; provided, that in case of any disagreement between the parties, in no case shall such discussions delay the Closing and if, prior the amounts set forth in the Estimated Closing Statement shall be used to consummate the Closing, . The Payoff Letters and the Company and Acquiror agree to make any modification Transaction Expense Invoices will be attached to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. (i) No later Not less than three (3) Business Days (provided that such time period shall be one (1) Business Day if Buyer makes the election set forth in clause (ii) of the proviso in Section 1.3) prior to the anticipated Closing Date, the Company Seller shall deliver to Acquiror (A) Buyer a statement (the “Estimated Closing Statement”) setting forth the CompanySeller’s good faith estimates calculation of (1) the Estimated Purchase Price and reasonably detailed supporting calculations demonstrating each component thereof, including Estimated Cash, Estimated Indebtedness, Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the and Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by based upon the books and records of the Company and its Subsidiaries in accordance with the Agreed Principles. definitions as provided in this Agreement and the Accounting Methodology, and shall be accompanied with all supporting schedules on which such estimates are based or from which they are derived. Not less than three (3) Business Days (provided that such time period shall be one (1) Business Day if Buyer makes the election set forth in clause (ii) The Company shall consider of the proviso in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror Section 1.3) prior to the anticipated Closing and ifDate, prior Buyer shall deliver to Seller a statement (the Closing, the Company and Acquiror agree to make any modification to “Estimated Adjustment Amount Statement”) setting forth Buyer’s good faith calculation of the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company Adjustment Amount and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the reasonably detailed supporting calculations thereto. The Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments Estimated Adjustment Amount Statement shall be deemed fulfilled to binding on the extent such payments are made parties hereto for purposes of this Section 1.6(a) and for purposes of determining the Estimated Purchase Price in Section 1.5(a). Attached hereto as Exhibit A is a calculation of (i) Cash and Cash Equivalents, (ii) Indebtedness and (iii) Net Working Capital, in each case, as of the Balance Sheet Date and based upon the books and records of the Company and its Subsidiaries in accordance with the definitions as provided in this Agreement, the Payment Schedule, Agreement and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment ScheduleAccounting Methodology.

Estimated Closing Statement. (ia) No later than three At least five (35) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a statement (the “Estimated Closing Statement”) setting forth, in accordance with GAAP to the extent applicable (except as set forth on Schedule 4.15(a)): 17 WA 4941984.13 WCSR 32390522v12 (i) the Company’s good faith estimates estimate of the balance sheet of Company as of the Closing Date (1the “Estimated Closing Balance Sheet”); (ii) the Estimated Company’s good faith estimate of the Net Working Capital (as well as the resulting “Estimated Net Working Capital Surplus Capital”); (if anyiii) or Estimated Net Working Capital Shortfall the names and addresses of all the Company Stockholders; (iv) the number and kind of shares of Company Stock held of record by each Company Stockholder; (v) the calculation of the Fully-Diluted Company Stock; (vi) the Pro Rata Share of each Company Stockholder; (vii) the Company Debt not paid by the Company prior to the Closing; (viii) the Company Bonuses not paid by the Company prior to the Closing; (ix) the Company Merger Expenses not paid by the Company prior to the Closing; (x) the Closing Cash Amount Per Share; and (xi) the amount of cash payable to each Company Stockholder under Section 3.2(a) (and the amount of cash required to be deducted and withheld from such Persons for Taxes, if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (iib) The Parties agree that Acquiror and Merger Sub shall be entitled to rely on the calculations of the Closing Cash Amount Per Share and the amount of cash payable to each Company shall consider in good faith any reasonable comments or objections to any amounts Stockholder under Section 3.2(a) as set forth on the Estimated Closing Statement notified to it by and shall not be responsible for such calculations. As promptly as practicable, Acquiror prior to the Closing and if, prior to the Closing, the Company and shall identify any adjustments that Acquiror agree to make any modification believes are required to the Estimated Closing StatementStatement delivered by the Company. If the Company disputes any such adjustments, then the Parties shall use reasonable best efforts to resolve such dispute, after which the Company shall re-deliver to Acquiror the Estimated Closing Statement with such adjustments as so modified the Parties have agreed are appropriate. In the event the Parties are unable to resolve such dispute, the payments made pursuant to Section 3.2 shall be deemed to be based on (i) the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy Company’s version of the Estimated Closing Statement if the difference in the aggregate Closing Cash Amount Per Share in the Company’s and Acquiror’s Estimated Closing Statement is less than $250,000; or (ii) if the Payment Schedule difference in all respects in making any payments pursuant to this Agreementthe aggregate Closing Cash Amount Per Share is $250,000 or more, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreementeither (A) at Acquiror’s election, the Payment Schedule, and Company’s version of the Estimated Closing Statement, including the Earn-Out Payment. None Statement or (B) either Acquiror’s version of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment ScheduleCompany’s version of the Estimated Closing Statement, as determined by the Independent Accountant within ten (10) Business Days after Acquiror requests such a determination. Nothing in this Section 2.8(b) shall waive any rights or procedures set forth in Section 2.9.

Estimated Closing Statement. (ia) No later than three At least five (35) Business Days business days prior to the Closing Date, the Company Seller shall prepare and deliver (after initial consultation with Buyer) to Acquiror (A) Buyer a statement (such statement, the “Estimated Closing Statement”), certified by Seller, setting forth: (i) setting forth the CompanySeller’s good faith estimates estimate, including supporting documentation and calculation, of (1A) Cash (the “Estimated Net Cash”), (B) Working Capital (as well as the resulting “Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)Capital”), (2C) the aggregate amount of Indebtedness as of immediately prior to the Closing (the “Estimated Indebtedness”) and (D) the aggregate amount of Transaction Expenses (the “Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles.; (ii) The the resulting calculation of the Initial Purchase Price based on the calculation set forth in Section 2.3(a)(i), the Closing Payment and the Deferred Consideration; and (iii) a true and correct list of the names, amounts and wire instructions for (A) each of the payees for any Indebtedness that is being repaid or otherwise extinguished as of the Closing, including all Indebtedness for Borrowed Money, (B) each of the payees for any Transaction Expenses which are being paid as of the Closing, and (C) Seller. (b) During the period after the delivery of the Estimated Closing Statement and prior to the Closing, Buyer and its representatives shall (i) be permitted reasonable access, during normal business hours and upon reasonable advance notice, to the Company, its auditors, accountants, personnel, books and records and any other documents or information reasonably requested by ▇▇▇▇▇ (including the information, data and work papers used by the Company’s auditors or accountants to prepare the Estimated Closing Statement) and (ii) have the opportunity to review and comment on the Estimated Closing Statement, and Seller and the Company shall each reasonably cooperate with Buyer in good faith to respond to any questions regarding the Estimated Closing Statement raised by ▇▇▇▇▇ and shall consider in good faith any reasonable comments from Buyer. (c) Buyer and its Affiliates and representatives shall be entitled to rely, without any independent investigation or objections to any amounts inquiry, on the information in Section 2.3(a)(iii) provided by Seller and as set forth on in the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing(collectively, the Company and Acquiror agree “Payment Information”). None of Buyer or any of its Affiliates or any other Buyer Indemnified Party shall have liability to make Seller or any modification to the Estimated Closing Statementof their respective Affiliates, then any other payee set forth in the Estimated Closing Statement as so modified shall be deemed or any other Person for relying on the Payment Information, including the payment of any amounts payable by Buyer or its Affiliates pursuant to be this Agreement, in each case, in accordance with the Estimated Closing Statement; provided, Payment Information. Seller hereby acknowledges and agrees that the failure Payment Information, when delivered, will be true and complete and hereby releases each Buyer Indemnified Party from any and all claims, suits or causes of action related to the Company and Acquiror to reach such mutual agreement will Payment Information. The Payment Information may not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy modified after delivery of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments to Buyer except pursuant to this Agreement, a written instruction from Seller. Buyer and all obligations to make such payments its Affiliates and representatives shall be deemed fulfilled entitled to rely, without any independent investigation or inquiry, on such modified Payment Information. For the extent such payments are made in accordance with this Agreementavoidance of doubt, Seller shall be solely responsible for ensuring that the applicable Payment Schedule, Information is true and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedulecorrect.

Estimated Closing Statement. (i) No later than three (3) On or before the 5th Business Days prior to Day before the Closing Date, the Company Companies shall deliver to Acquiror (A) Buyer a statement certificate (the “Estimated Closing Statement”) setting forth the Company’s Companies’ good faith estimates estimate (each, without duplication) of (1a) the Class A Net Closing Cash Adjustment, (b) the Class B Net Closing Cash Adjustment, (c) the Class C Net Closing Cash Adjustment, and (d) the Class D Net Closing Cash Adjustment (clauses (a) through (d), collectively, the “Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)Closing Cash Adjustment”), (2e) the Estimated Transaction Expenses, (3) the Estimated Closing Class A Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2f) wire instructions for the payments to be made to NewCo at Class B Cash Consideration, (g) the Closing pursuant to Section 2.3(bClass C Cash Consideration and (h) the Class D Cash Consideration (clauses (e) through (h), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B)collectively, the “Payment ScheduleEstimated Cash Consideration”). The Estimated Closing Statement shall be prepared by the Company ; in each case in accordance with the Agreed Principles. (ii) definitions thereof, along with supporting documentation thereof, and based on such estimates, the Companies’ estimated determinations of the Cash Consideration and Stock Consideration for each share of each class of HoldCo Stock and, with respect to each of the Class A Stock, Class B Stock, Class C Stock and Class D Stock, the Applicable Per Share Amount of the Relevant Net Closing Cash Adjustment. The Company Companies shall consider in good faith faith, and consult with Buyer regarding, any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it that are submitted by Acquiror Buyer on or before the 2nd Business Day prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing StatementDate; provided, that however, such review and consultation shall in no event be a condition to Closing and the failure Companies’ good faith determination, after consideration of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy Buyer comments, of the Estimated Net Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, Cash Adjustment and the Estimated Cash Consideration shall be final and binding for purposes of calculating the Initial Merger Consideration. The Class A Net Closing StatementCash Adjustment, including the EarnClass B Net Closing Cash Adjustment, Class C Net Closing Cash Adjustment, Class D Net Closing Cash Adjustment, Class A Per Share Cash Consideration, Class B Per Share Cash Consideration, Class C Per Share Cash Consideration, and Class D Per Share Cash Consideration shall be subject to post-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies Closing adjustment as provided in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment ScheduleSection 2.4.

Estimated Closing Statement. (ia) No later Not less than three two (32) Business Days prior to the Closing DateClosing, the Company Acquired Companies shall deliver to Acquiror the Buyer the unaudited balance sheet of the Acquired Companies as of 11:59 p.m. Eastern Time on the Closing Date reflecting the good faith estimates of the Companies without giving effect to the Transactions (A) the “Estimated Balance Sheet”). The Acquired Companies will deliver, with the Estimated Balance Sheet, a statement (the an “Estimated Closing Statement”) setting forth the Company’s Acquired Companies’ good faith estimates estimated calculation, as of the date of the Estimated Balance Sheet, of (1i) the Prepaid Adjustment (the “Estimated Net Prepaid Adjustment”), (ii) the Working Capital (as well as the resulting “Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)Capital”), (2iii) Indebtedness (the “Estimated Transaction Expenses, Indebtedness”) (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, Capital Leases are not included in the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (BIndebtedness), (iv) Closing Cash on Hand (the “Payment ScheduleEstimated Closing Cash on Hand”) and (v) Transaction Expenses (the “Estimated Transaction Expenses”). . (b) The Estimated Closing Statement shall be prepared used to calculate the “Estimated Net Closing Payments”, i.e. the Purchase Price less the Common Stock Amount, adjusted as follows: (i) The Estimated Net Closing Payments payable to the Sellers at the Closing shall be reduced by an amount equal to the Company in accordance with the Agreed PrinciplesEstimated Prepaid Adjustment. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on If the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing StatementWorking Capital exceeds zero, then the Estimated Net Closing Statement as so modified Payments payable to the Sellers at the Closing shall be deemed to be increased by the amount by which the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunderWorking Capital exceeds zero. (iii) Acquiror If the Estimated Working Capital is less than zero, then the Estimated Net Closing Payments payable to the Sellers at the Closing shall be entitled reduced by the amount by which the Estimated Net Working Capital is less than zero. (iv) If there is a positive amount of Estimated Indebtedness (i.e., any amount greater than zero dollars), then the Estimated Net Closing Payments payable to rely the Sellers at the Closing shall be reduced by an amount equal to the Estimated Indebtedness. (v) If there is a positive amount of Estimated Closing Cash on Hand (i.e., any amount greater than zero dollars), then the accuracy of Estimated Net Closing Payments payable to the Sellers at the Closing shall be increased by an amount equal to the Estimated Closing Statement and Cash on Hand. (vi) If there is a positive amount of Estimated Transaction Expenses (i.e., any amount greater than zero dollars), then the Payment Schedule in all respects in making any payments pursuant Estimated Net Closing Payments payable to this Agreement, and all obligations to make such payments the Sellers at the Closing herein shall be deemed fulfilled reduced by an amount equal to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment ScheduleTransaction Expenses.

Estimated Closing Statement. (i) No Not later than three five (35) Business Days prior to the Closing DateClosing, the Company Seller shall deliver to Acquiror (A) Buyer a preliminary written closing statement (the “Estimated Closing Statement”) ), setting forth Seller’s estimate of the Company’s good faith estimates Adjustment Amount and, after giving effect to all of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)adjustments set forth in Section 2.03(a), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion estimate of the Estimated Total Stock Adjusted Purchase Consideration attributable Price, together with a reasonably detailed explanation and supporting detail of the calculation thereof to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees enable review thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”)by ▇▇▇▇▇. The Estimated Closing Statement shall be prepared by Seller in good faith. Within two (2) Business Days after ▇▇▇▇▇’s receipt of the Company in accordance with the Agreed Principles. (ii) The Company Estimated Closing Statement, Buyer shall consider deliver to Seller a written report containing all changes that ▇▇▇▇▇ proposes in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification be made to the Estimated Closing Statement, then together with the explanation therefor and the supporting documents thereof, if available. The Parties shall use good faith efforts to attempt to agree in writing on the Estimated Closing Statement as so modified shall be deemed soon as possible after ▇▇▇▇▇▇’s receipt of ▇▇▇▇▇’s written report, but in any event prior to be the Closing. The Estimated Closing Statement, as agreed upon in writing by the Parties, will be used to adjust the Base Purchase Price at the Closing and to determine the Adjusted Purchase Price at the Closing; provided, that if the failure Parties do not agree in writing upon any of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of adjustments set forth in the Estimated Closing Statement prior to the Closing, then the Seller’s proposed Estimated Closing Statement shall control for purposes of all disputed payments and issuances to be made at Closing. For the Payment Schedule avoidance of doubt, ▇▇▇▇▇’s failure to object to the Estimated Closing Statement prior to the Closing shall in all respects in making any payments pursuant no event be deemed to this Agreementconstitute a final agreement on the items included therein, and all obligations to make Buyer shall in no event be precluded from disputing any such payments shall be deemed fulfilled to items following the extent such payments are made Closing in accordance with this Agreement, . The amount of Seller’s estimate of the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates Adjusted Purchase Price (including, after the Closing, the Company) or the estimate to which the Parties agree) (the “Closing Payment Amount”), shall be paid to Seller Representative shall have any liability or obligation to any Person, including at the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies Closing in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Scheduleaccordance with Section 2.05(b).

Estimated Closing Statement. (i) No later than three (3) Business Days prior Sellers’ Representative has in good faith prepared and delivered to the Closing Date, the Company shall deliver to Acquiror (A) Buyer a written statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1i) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any))Closing Cash, (2ii) the Estimated Closing Indebtedness, (iii) the Estimated Closing Seller Transaction Expenses, (3iv) Sellers’ Representative’s resulting estimate of the Purchase Price (as calculated pursuant to Section 2.03(a)) as of the Closing Date based on the foregoing clauses (i) through (iii) (the “Estimated Closing Purchase Price”), (v) the Estimated Closing Cash Working Capital and (4) the Estimated Closing Debteach component thereof, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Considerationprovided, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, includinghowever, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (Parties acknowledge that such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement Working Capital shall be prepared by the Company not result in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification an adjustment to the Estimated Closing StatementPurchase Price, then (vi) the Estimated Closing Statement as so modified shall be deemed portion of the payments to be the Estimated Closing Statement; provided, that the failure of the Company made pursuant to Section 2.05(a)(vi) hereof to each Seller and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iiivii) Acquiror shall be entitled to rely on the accuracy wire instructions for each Seller. The Sellers’ Representative’s reasonable good faith determination of the Estimated Closing Statement shall control for purposes of calculating the Estimated Closing Purchase Price and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments Closing shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Scheduleproceed, and the Estimated payments required to be made on the Closing StatementDate pursuant to Section 2.05 shall be determined, including on the Earn-Out Payment. None basis of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement (it being understood that Buyer does not waive any rights to take a contrary position to that reflected in the Estimated Closing Statement in connection with the preparation of the Final Closing Date Statement or the Payment Scheduleany calculation set forth therein or otherwise).

Estimated Closing Statement. (i) No The Company shall prepare in good faith in accordance with the terms of this Agreement and provide to Purchaser no later than three (3) Business Days prior to the anticipated Closing Date, the Company shall deliver to Acquiror Date (Ai) a written statement (the “Estimated Closing Statement”) setting forth the Company’s in reasonable detail its good faith estimates of (1) the Estimated Net Closing Working Capital (as well as the resulting “Estimated Net Closing Working Capital Surplus Capital”), the Closing Cash Balance (if anythe “Estimated Closing Cash Balance”), the Company Indebtedness (the “Estimated Company Indebtedness”) or and the Company Transaction Expenses (the “Estimated Net Working Capital Shortfall (if any)Company Transaction Expenses”), (2ii) the Company’s calculation of the estimated Aggregate Purchase Price (the “Estimated Transaction ExpensesAggregate Purchase Price”) calculated in accordance with the definitions thereof and the Accounting Policies, together with reasonable supporting evidence and (iii) a schedule (as such schedule may be updated in accordance with Section 3.07, the “Allocation Schedule”), setting forth (w) the Aggregate Closing Merger Consideration, the Closing Per Share Merger Consideration and, with respect to each In-the-Money Option, the Closing Option Merger Consideration, (3x) with respect to each Eligible Holder, the aggregate Closing Per Share Merger Consideration to which such Eligible Holder is entitled pursuant to this Agreement, (y) with respect to each In-the-Money Optionholder, the aggregate Closing Option Merger Consideration to which such In-the-Money Optionholder is entitled pursuant to this Agreement and (z) the Percentage Share of any Additional Merger Consideration to which each Eligible Holder and In-the-Money Optionholder is entitled as and when made hereunder, in each case, in accordance with this Agreement and the organizational documents of the Company. The Company will review any comments proposed by Purchaser with respect to the Estimated Closing Cash Statement and (4) will consider, in good faith, any appropriate changes; provided that the Company shall have no obligation to make any changes and Purchaser shall not have the right to delay or fail to consummate the Closing in the event of any dispute with respect to the Estimated Closing Debt, Statement and (B) a schedule which no such dispute shall include (1) be grounds for any failure of any condition to the Estimated Total Stock Purchase Consideration, (2) wire instructions Closing to be satisfied or for the payments Closing to be made delayed (other than failure by the Company to NewCo at the prepare or deliver such Estimated Closing pursuant to Section 2.3(bStatement), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for . For the avoidance of doubt, the Transaction Bonuses, ▇▇▇▇▇▇▇▇▇’s failure to be made object to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall not be prepared by deemed a waiver of any of its rights or remedies. Upon the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on delivery of the Estimated Closing Statement notified to it by Acquiror prior to the Closing Statement, and if, prior to up until the Closing, the Company shall provide Purchaser and Acquiror agree its representatives access (subject to make any modification Section 6.04(a)), during normal business hours and upon reasonable advance request, to the work papers and other books and records (including Tax records) (other than documents and information that are subject to attorney-client privilege, work product doctrine or other similar privilege), and employees and representatives of the Company and its Subsidiaries, in each case, to the extent reasonably necessary for purposes of assisting the Purchaser in its review of the Estimated Closing Statement, then subject to customary confidentiality restrictions. Notwithstanding anything to the Estimated Closing Statement as so modified shall be deemed to be contrary: (A) it is expressly acknowledged and agreed that Purchaser and its Affiliates (including, in the Estimated Closing Statement; providedcase of Purchaser, that the failure of Surviving Corporation after the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iiiClosing) Acquiror shall be entitled to rely on the Allocation Schedule or any Updated Allocation Schedule, without any obligation to investigate or verify the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreementor correctness thereof, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, therewith; and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror (B) in no event shall Purchaser or any of its Affiliates (including, in the case of Purchaser, the Surviving Corporation after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or Person relating to any errorsinaccuracy or miscalculations in, omissions or inaccuracies in otherwise relating to, the calculations preparation of the portion of any amounts payable to any Seller Allocation Schedule or any other Person or any other errorsUpdated Allocation Schedule and, omissions or inaccuracy in each case, the information allocation set forth on the Estimated Closing Statement or the Payment Scheduletherein.

Estimated Closing Statement. (i) No Not later than three (3) Business Days prior to the anticipated Closing Date and in no event more than five (5) Business Days prior to the anticipated Closing Date, the Company Seller shall prepare and deliver to Acquiror (A) Buyer a written statement (the “Estimated Closing Statement”) ), prepared in accordance with this Agreement and the Accounting Principles, setting forth the Company’s in reasonable detail (a) good faith estimates of (1i) the Estimated Net Closing Working Capital Amount (as well as the resulting “Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)Amount”), (2ii) Closing Cash (“Estimated Closing Cash”), (iii) Closing Debt (“Estimated Closing Debt”) and (iv) Company Transaction Expenses (“Estimated Company Transaction Expenses”), and (b) a calculation of the Closing Cash Consideration on the basis of the Estimated Working Capital Amount, Estimated Closing Cash, Estimated Closing Debt and Estimated Company Transaction ExpensesExpenses (such amount, (3) the “Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance Together with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then Seller shall provide to Buyer and any accountants, counsel or financial advisors retained by Buyer in connection with the transactions contemplated by this Agreement (x) the work papers of Seller, the Company and, subject to customary access letters, their accountants, and all other documentation, information and calculations upon which Seller and the Company based the foregoing calculations and (y) any other relevant information reasonably requested by Buyer (including access to the relevant books, records and personnel of Seller, Holdco and the Company and their Representatives). Seller shall consult with Buyer regarding, and consider in good faith, any comments on the calculation of the Estimated Closing Cash Consideration and the components thereof that are submitted by Buyer on or before the second (2nd) Business Day prior to the Closing Date and, to the extent there are manifest errors in the Estimated Closing Statement as so modified acknowledged by both parties, Seller shall be deemed to be correct such errors and deliver an updated version of the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. (i) No later than three (3) Business Days prior to the Closing DateClosing, the Company Sellers shall prepare and deliver to Acquiror (A) the Buyer a statement (the “Estimated Closing Statement”) setting forth the Company’s Sellers’ good faith estimates estimate of (1A) the Estimated Net Closing Working Capital determined in accordance with the Accounting Principles (as well as the “Estimated Working Capital”), and the resulting Estimated Net Closing Working Capital Surplus (if any) Excess or Estimated Net Closing Working Capital Shortfall (if any)), (2B) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing DebtSpecified Indebtedness, and (BC) a schedule based on the foregoing, the Closing US Purchase Price and the portion of the Closing US Purchase Price payable to each Seller, which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) constitute each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and Share (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment SchedulePro Rata Share”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company Buyer shall consider in good faith any be entitled to review, comment on, and request reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification changes to the Estimated Closing Statement, then and the Sellers shall provide the Buyer and its representatives with reasonable access, at reasonable times following prior notice, to (A) the records and work papers relating to the calculation of the Estimated Closing Statement as so modified shall be deemed to be Statement, and (B) the personnel and representatives of the Sellers and their Affiliates involved in the preparation of the Estimated Closing Statement; provided, that such access shall be in a manner that does not unreasonably interfere with the failure normal business operations of the Company Sellers and Acquiror their Affiliates. The Sellers shall consider the Buyer’s proposed changes in good faith. If the Buyer and the Sellers are unable to reach such mutual agreement will on any proposed changes, the Parties shall proceed to Closing and accept the Estimated Closing Statement and the components thereof as proposed by the Sellers solely for purposes of the payments to be made at Closing, which acceptance shall not give any party limit or otherwise affect the right to terminate Buyer’s remedies under this Agreement or otherwise delay or fail to close constitute an acknowledgment or acceptance by the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on Buyer of the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. (i) No later than three five (35) Business Days prior to the Closing Date, the Company Seller shall deliver to Acquiror (A) Purchaser a statement (the “Estimated Closing Statement”) setting forth the CompanySeller’s good good-faith estimates estimate of (1i) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any))Closing Cash and Cash Equivalents, (2ii) the Estimated Closing Working Capital, (iii) Closing Indebtedness, (iv) Transaction Bonus Payments, (v) Transaction Expenses, and (3vi) Closing Amount (the “Estimated Closing Amount”), in each case, with reasonable supporting detail as to the calculation of each component thereof and in accordance with the applicable definitions set forth in this Agreement and, to the extent not inconsistent with such definitions, GAAP. From and after delivery of the Estimated Closing Cash Statement until the Closing, Seller shall (and (4shall cause its Representatives to) reasonably cooperate with Purchaser in connection with Purchaser’s review of the Estimated Closing Debt, Statement and shall consider any comments reasonably proposed by Purchaser or its Representatives on its behalf in good faith (B) a schedule which shall include including by providing Purchaser and its Representatives with reasonable access during normal business hours (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each without unreasonable interference with Seller’s Pro Rata Percentage and/or its Subsidiaries’ business operations) to the books, records, supporting data and personnel of Seller and its Subsidiaries used, or involved in, as applicable, the portion preparation of the Estimated Total Stock Purchase Consideration attributable Closing Statement); provided, that, Seller will not be required to each Sellerprovide access to any such books, records, supporting data or personnel if such access would reasonably be likely to result in the loss of any attorney-client or other legal privileges or contravene applicable Law (it being understood that Seller shall use commercially reasonable efforts to provide access to such books, records, supporting data or personnel in a manner that would not result in a loss of attorney-client or other legal privileges or contravene applicable Law); and (4) wire instructions for the payments of Debtprovided, and the Estimated Transaction Expensesfurther, includingthat, for the avoidance of doubt, (x) no failure by Purchaser to object to, or comment on, any item set forth in the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance prejudice Purchaser with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections respect to any amounts set forth on post-Closing adjustments pursuant to Section 1.11 or the Estimated Closing Statement notified to it by Acquiror prior to the Closing resolution thereof and if, prior to (y) in no event shall Seller’s consideration of Purchaser’s or its Representatives’ comments delay the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. At least five (i) No later than three (35) Business Days prior to the Closing Date, the Company shall prepare and deliver to Acquiror (A) Parent a statement (the “Estimated Closing Statement”) setting forth in reasonable detail the Company’s good faith estimates of estimated calculations of: (1a) (i) the Closing Cash (the “Estimated Net Closing Cash”), (ii) the Working Capital (as well as the “Estimated Working Capital”), (iii) the Closing Debt (the “Estimated Closing Debt”), (iv) the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (v) the resulting Estimated Net Working Capital Surplus Closing Merger Consideration based upon such estimates; (b) a schedule (the “Payout Schedule”) showing, with respect to each Equityholder: (i) the name, address and email address (if anyavailable) of such Equityholder; (ii) whether such Equityholder is a current or Estimated Net Working Capital Shortfall former employee of the Company; (if any)), (2iii) the Estimated Transaction Expensesnumber and type of Units (including each class or series thereof) and/or Options held by such Equityholder; (iv) the number and type of any such Units that are Rollover Units; and (v) the amount of consideration that such Equityholder is entitled to receive pursuant to Section 3.1 and/or Section 3.2, (3) as applicable, including such Equityholder’s allocation of each of the Estimated Closing Cash Merger Consideration, the Stock Consideration, the Escrow Amount, the Representative Fund Amount in respect of such Equityholder’s Units and/or Options, as applicable. The Estimated Closing Statement will be prepared in accordance with the Accounting Principles. Parent and (4) Merger Sub shall be entitled to rely upon the calculations set forth in the Estimated Closing DebtStatement, including the Payout Schedule, with respect to the foregoing clauses (a) and (Bb) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for and the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered in connection therewith pursuant to this clause (B), Agreement and shall not have any liability to any Equityholder with respect to any claim that such calculations or the “Payment Schedule”)amounts payable pursuant to this Agreement are incomplete or inaccurate. The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections revisions to any amounts set forth on the Estimated Closing Statement notified to it reasonably proposed by Acquiror Parent prior to the Closing Date and ifwill re-issue the Estimated Closing Statement with any such revisions that the Company has determined in good faith are appropriate after such consideration, and shall cooperate in good faith to answer any questions and resolve any issues or disagreements raised by Parent and its Representatives in connection with their review of the Estimated Closing Statement prior to the Closing; provided, that to the extent the Parties, acting reasonably and in good faith, are unable to resolve any such issues or disagreements prior to the Closing, the estimates as proposed by the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then in the Estimated Closing Statement shall be used to calculate the Estimated Closing Merger Consideration. Attached hereto as so modified Exhibit C is a hypothetical and illustrative statement containing the information required to be set forth in the Payout Schedule (the “Illustrative Payout Schedule”) in accordance with the terms hereof; provided, that any amounts set forth in the Illustrative Payout Schedule shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company provided strictly for illustrative purposes and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations ’s good faith estimates of the portion such amounts as of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedulesuch date.

Estimated Closing Statement. In order to facilitate payment of the amounts referenced in this Article II, the Company will deliver to Buyer, not less than two (i) No later than three (32) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a statement memorandum (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1a) the Estimated Net amount of Closing Date Indebtedness, if any, (b) the amount of Transaction Expenses outstanding as of the Closing, (c) the balance sheet of the Company as of the Closing Date, which shall include a good faith estimate of the Working Capital as of the Closing Date, (as well as the resulting “Estimated Net Closing Working Capital”) and whether there is an Estimated Working Capital Surplus (if any) or an Estimated Net Working Capital Shortfall Deficit, (if any)d) the Aggregate Exercise Price, (e) the number of shares of Common Stock that will be outstanding immediately prior to the Closing (including shares of Common Stock issuable upon conversion of Preferred Shares), (2f) the Estimated Transaction Expensesnumber of shares of Common Stock underlying Options that will be outstanding immediately prior to the Closing, and (3g) based on such estimates and amounts and the Estimated Closing Cash and Working Capital, calculations of (4i) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Merger Consideration, including any initial increase or decrease to the Merger Consideration paid at Closing based upon an Estimated Working Capital Surplus or Estimated Working Capital Deficit (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b“Estimated Merger Consideration”), (3ii) the Common Per Share Amount, (iii) the Option Payment with respect to each Seller’s Pro Rata Percentage Option Holder, (iv) the Allocable Share of each Equity Holder and (v) with respect to each Equity Holder, the portion of Merger Consideration to be withheld and deposited with the Escrow Agent. The Estimated Total Stock Purchase Consideration attributable Closing Statement shall include the name of each Person to whom Transaction Expenses are to be paid or to whom amounts in repayment of Company Indebtedness are to be paid, the amount of each Seller; such payment and (4) wire the payment instructions for the payments of Debt, each such Person. The Estimated Closing Statement shall be subject to review and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”)approval by Buyer. The Estimated Closing Statement shall be prepared by (and the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing estimates, determinations and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified calculations contained therein shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iiimade) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, Agreement and the Payment ScheduleCharter, and the Estimated Closing Statementshall be true, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers complete and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies correct in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Scheduleall material respects.

Estimated Closing Statement. (i) No later Not fewer than three (3) five Business Days prior to the anticipated Closing Date, the Company shall will deliver to Acquiror (A) Buyer a statement written certificate provided by the Executive Vice President, Finance of the Company (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of forth: (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (Ba) a schedule which shall include (1the “Funded Debt Payment Schedule”) setting forth the Estimated Total Stock Purchase amount necessary to fully discharge the Funded Debt outstanding as of immediately prior to the Effective Time, together with wire transfer instructions for each Person listed on the Funded Debt Payment Schedule; (b) a schedule (the “Cash and Cash Equivalents Schedule”) setting forth the Cash and Cash Equivalents as of the end of the immediately preceding Business Day (accompanied by documentation reasonably substantiating such amount); (c) a schedule (the “Transaction Expense Payment Schedule”) setting forth the amount of the Company Transaction Expenses as of immediately prior to the Effective Time, together with wire transfer instructions for each Person listed on the Transaction Expense Payment Schedule; and (d) a schedule (the “Closing Payments Schedule”) setting forth the Closing Merger Consideration, (2) wire instructions for the payments Per Share Merger Consideration, the amounts to be made to NewCo paid at the Closing Effective Time to each Person entitled to receive a payment pursuant to Section 2.3(b1.8(a) and the net amount each such Person will receive after repayment of any loans for which such Person’s Company Common Shares are pledged as collateral (the “Net Amount”), (3) each Seller’s Pro Rata Percentage and which will be updated after the portion close of business on the Business Day immediately preceding the Closing Date to reflect any change in the amount of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Funded Debt, the Cash and Cash Equivalents and/or Company Transaction Expenses as of the Estimated Transaction Expensesclose of business on the Business Day immediately preceding the Closing Date from the amounts set forth in the Funded Debt Payment Schedule, including, for the avoidance of doubt, Cash and Cash Equivalents Schedule and/or the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Expense Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (iie) The Company shall consider in good faith any Parties agree that Buyer and Merger Sub will be entitled to (i) review and make reasonable comments or objections to any the matters and amounts set forth on in the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects update thereto contemplated by Section 2.1(d) and (ii) rely on the Closing Statement, as so updated, in making any payments pursuant to this Agreementunder Article II, and all obligations to make Buyer and Merger Sub will not be responsible for the calculations or the determinations of the Company regarding such payments shall be deemed fulfilled to calculations in the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including any update. The Company will cooperate, and will cause its Subsidiaries to cooperate, with Buyer and Merger Sub in the Earn-Out Payment. None review of Acquiror or the Closing Statement, including any of its Affiliates (includingupdate, after the Closingand, if applicable, the Company) or the Seller Representative shall have any liability or obligation ’s response to any Persona Closing Statement objection, including providing Buyer and Merger Sub and its representatives with reasonable access during normal business hours to the Sellers relevant books, records and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations finance employees of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Scheduleforegoing.

Estimated Closing Statement. (ia) No later than three (3) At least five Business Days prior to the Closing Date, the Company Seller shall deliver to Acquiror (A) Buyer a statement (the “Estimated Closing Statement”) setting ), which shall be prepared on a consolidated basis for the Company and its Subsidiaries in accordance with the Accounting Principles, that sets forth the CompanySeller’s good faith estimates of estimate, in reasonable detail of, (1i) Closing Cash (“Estimated Closing Cash”); (ii) (A) Closing Net Working Capital (“Estimated Closing Net Working Capital) and (B) the Estimated Net Working Capital Adjustment Amount resulting therefrom; (as well as iii) Closing Indebtedness (the resulting “Estimated Net Working Capital Surplus Closing Indebtedness”); (if anyiv) or Company Transaction Expenses (“Estimated Net Working Capital Shortfall Company Transaction Expenses”); and (if any)), (2v) the Estimated Transaction Expenses, Purchase Price resulting therefrom. (3b) Buyer shall be entitled to review the Estimated Closing Cash Statement and (4) the materials and information used by Seller in preparing the Estimated Closing DebtStatement, and Seller shall (Bi) a schedule which shall include grant Buyer and its Representatives reasonable access to the books and records of Seller (1to the extent applicable) and the Company and its Subsidiaries that are relevant to the preparation of the Estimated Total Stock Purchase Consideration, Closing Statement and (2ii) wire instructions consider in good faith any comments of Buyer with respect to the Estimated Closing Statement prior to the Closing Date and amend the Estimated Closing Statement accordingly. The amounts set forth in the Estimated Closing Statement shall be binding on the Parties for purposes of the payments to be made to NewCo at on the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage Date and in the portion event of the Estimated Total Stock Purchase Consideration attributable to each Seller; any disagreement between Seller and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification Buyer as to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy Seller’s version of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled used. For the avoidance of doubt, Buyer shall have no obligation to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and comment on the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) the Buyer a statement (the “Estimated Closing Statement”) ), certified by the Company’s Chief Financial Officer setting forth (a) the Company’s good faith estimates of the Closing CLO Investment Value, the Closing Cash Adjustment, the Closing Working Capital Adjustment, Closing Indebtedness, and the Closing Revenue Run Rate Adjustment, (1b) using the amounts referred to in the preceding clause (a), the resulting (i) Purchase Price (the “Estimated Purchase Price”), and (ii) the amount equal to (A) the Estimated Net Working Capital Purchase Price, minus (as well as B) the resulting Estimated Net Working Capital Surplus sum of (if anyw) or Estimated Net Working Capital Shortfall (if any))the Purchase Price Adjustment Escrow Amount, (2x) the Estimated Transaction ExpensesIndemnity Escrow Amount, (3y) the Estimated Closing Cash Seller Representative Expense Fund Amount and (4z) the Estimated Aggregate Rollover Amount (such difference, the “Aggregate Closing DebtPayment”), and (Bc) a schedule which shall include setting forth (1i) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable Aggregate Closing Payment to be paid to each Seller; and (4) wire instructions for of the payments of Debt, and Sellers in accordance with the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) methodology set forth on Schedule C (such schedule delivered pursuant to this clause (B)Seller’s “Closing Payment”, such methodology, as applied by the Seller Representative, the “Payment Proceeds Allocation Methodology” and such schedule, the “Allocation Schedule”), and (ii) the account to which each Seller’s Closing Payment shall be paid. The Estimated Closing Statement shall be prepared delivered with reasonable supporting detail with respect to the calculation of all amounts included therein and, to the extent reasonably requested by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the ClosingBuyer, the Company shall promptly make available to the Buyer and Acquiror agree to make any modification to its Representatives the employees and auditors of the Company Entities and all records and work papers used in preparing the Estimated Closing Statement, then . The Company will promptly review any comments proposed by the Estimated Closing Statement as so modified shall be deemed Buyer to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and will consider, in good faith, any appropriate changes in light of such comments; provided, however, that (1) any disagreement between the Payment Schedule in all respects in making parties with respect to the Estimated Closing Statement shall not delay the Closing and (2) the Company shall have no obligation to make any payments changes to the Estimated Closing Statement pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Paymentsentence. None of Acquiror the Buyer or any of its Affiliates (including, after including the Closing, the Surviving Company) or the Seller Representative shall have any liability in connection with or obligation related to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Allocation Schedule.

Estimated Closing Statement. (i) No later than three (3) five Business Days prior to the Closing Date, the Company Truist shall deliver to Acquiror (A) the Buyer Entities a statement (the “Estimated Closing Statement”) setting forth the Company(a) Truist’s good faith estimates of (1) the Estimated Net Closing Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any))Adjustment, (2) the Estimated Closing Cash, Closing Indebtedness, Closing Transaction Expenses, the Investor Return Protection Amount, the Overpaid Pre-Closing Tax Distribution and the Unpaid Pre-Closing Tax Distribution, (3b) using the amounts referred to in the preceding clause ‎(a), the resulting Equity Value and Purchase Price (such estimated Purchase Price, the “Estimated Purchase Price”) and the Closing Purchase Price Payments, together with copies of such documents and information used by Truist in its calculation of such amounts as are reasonably necessary for the Buyer Entities to review and verify such amounts, and (c) the account to which the Closing Purchase Price Payments shall be paid. The Buyer Entities shall have the opportunity to comment on and request reasonable changes to the foregoing estimates and calculations set forth in the Estimated Closing Cash and (4) the Estimated Closing DebtStatement, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company Truist shall consider in good faith any reasonable comments changes the Buyer Entities propose to such estimates and calculations, it being understood that the Buyer Entities shall have no approval rights with respect to the estimates or objections to calculation therein; provided, however, that, in case of any amounts disagreement between the parties, in no case shall such disagreement delay the Closing and the estimates and calculations of Truist set forth on in the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereundercontrol. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. (ia) No later than At least three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Acquiror Parent (Ai) a consolidated balance sheet of the Acquired Companies, prepared in accordance with the policies set forth on Schedule 1.10(a) (the “Accounting Policies”), as of the Reference Time (the “Closing Balance Sheet”), (ii) a statement (the “Estimated Closing Statement”) ), prepared in accordance with the Accounting Policies, setting forth the Company’s in reasonable detail, a good faith estimates calculation of the Adjustment Amount, including all components of the definition thereof, each calculated as of the Reference Time (1the “Estimated Adjusted Amount”) and the calculation of Adjusted Transaction Value derived therefrom; (iii) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)spreadsheet described in Section 1.10(b), certified by the chief financial officer of the Company that all of such information is accurate and complete (2and in the case of dollar amounts, properly calculated) as of the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4iv) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion reasonable supporting documentation in support of the Estimated Total Stock Purchase Consideration attributable to each Seller; and calculation of the amounts set forth in the foregoing (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B)together, the “Payment ScheduleSale and Merger Consideration Spreadsheet”). The Company shall provide Parent a reasonable opportunity to review and comment on the Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company and components thereof and shall consider in good faith any reasonable comments or objections revisions to any amounts set forth on the Estimated Closing Statement notified proposed by Parent. (b) The Sale and Merger Consideration Spreadsheet shall contain the following information: (i) (A) the Adjusted Transaction Value (including the Adjustment Amount); (B) the Non-Blocker Per Unit Amount; and (C) the Non-Blocker Unitholders Percentage; and (D) with respect to it by Acquiror prior each Unitholder, such Unitholder’s Pro Rata Share; (ii) with respect to each Blocker Parent, (A) such Blocker Parent’s Blocker Percentage; and (B) the portion of the Closing and if, prior Blocker Consideration payable to the Closing, the Company and Acquiror agree such Blocker Parent pursuant to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder.Section 1.1(a); (iii) Acquiror shall be with respect to each Person who is a Unitholder immediately prior to the Effective Time (other than the Blockers): (A) the name and address of record of each such Unitholder; (B) the number of Outstanding Equity Interests of each class and series held by each such Unitholder; (C) the portion of the Merger Consideration (including the amount of the Transaction Deductions attributable to each Unitholder) that such Unitholder is entitled to rely on receive pursuant to this Agreement and, to the accuracy extent applicable, the portion withheld pursuant to the Management Deferral Agreement; and (D) the portion of the Estimated Closing Statement and Employment Tax Amount to be withheld in accordance with Section 1.8(f) from the Payment Schedule in all respects in making any payments Merger Consideration that each such Unitholder is entitled to receive pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. At least six (i) No later than three (36) Business Days prior to the expected Closing Date (and in any event not more than ten (10) Business Days prior to the actual Closing Date), the Company Seller shall prepare and deliver to Acquiror (A) Purchaser a statement (the “Estimated Closing Statement”) setting forth the Company’s consisting of its good faith estimates calculation in reasonable detail of (1) the Estimated Net Adjustment Amount, including the estimated Closing Cash (the “Estimated Cash”), the estimated Closing Indebtedness (the “Estimated Indebtedness”), the estimated Closing Working Capital (as well as the resulting “Estimated Net Closing Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)Capital”), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each estimated Unpaid Seller’s Pro Rata Percentage and Expenses (the portion of the “Estimated Total Stock Purchase Consideration attributable to each Unpaid Seller; and (4) wire instructions for the payments of Debt’s Expenses”), and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”)Purchase Price based thereon. The Estimated Closing Statement shall be signed by a duly authorized officer of Seller, prepared by the Company in good faith and in accordance with the Agreed Principles. (ii) The Company Accounting Principles set forth in Exhibit C and in the form of the illustrative calculation set forth in Exhibit D. Seller shall consider in good faith any reasonable comments or objections provide to Purchaser and its Representatives such access to the books and records of the Business and to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior other information, including such access to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure employees of the Company Transferred Companies and Acquiror work papers of Seller’s accountants (subject to reach Purchaser entering into, and such mutual accountants agreeing to, a customary agreement will not give any party the right relating to terminate this Agreement or otherwise delay or fail such access to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror work papers in form and substance reasonably acceptable to such accountants), as Purchaser shall be entitled to rely on the accuracy reasonably request in connection with Purchaser’s review of the Estimated Closing Statement and preparation of the Payment Schedule Closing Statement. Purchaser may object to the amounts contained in all respects the Estimated Closing Statement within two (2) Business Days after the delivery of the Estimated Closing Statement to Purchaser. Seller shall in making any payments pursuant good faith consider the objections, if any, of Purchaser to this Agreementthe Estimated Closing Statement and the Parties shall cooperate in good faith to resolve such objections, and all obligations make any necessary revisions to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative The Parties shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth agree on the a final Estimated Closing Statement or containing the Payment ScheduleEstimated Adjustment Amount (and components thereof) and the Estimated Purchase Price based thereon no later than one (1) Business Day prior to the Closing Date.

Estimated Closing Statement. (i) No Parent shall prepare in good faith and shall provide to Buyer no later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a written statement (the “Estimated Closing Statement”) ), together with reasonably detailed supporting information, setting forth the CompanyParent’s good faith estimates of (1i) the aggregate amount of all Indebtedness outstanding and unpaid as of the Closing (the “Estimated Net Working Capital Closing Indebtedness”), including a breakdown of the amount and obligee with respect to each item of Indebtedness; (ii) the aggregate amount of all Transaction Expenses outstanding and unpaid as well of the Closing (the “Estimated Transaction Expenses”), including a breakdown of the amount and obligee with respect to each Transaction Expense; (iii) the aggregate amount of all Pass Card Liabilities as of the Closing (the “Estimated Pass Card Liability Amount”); (iv) the aggregate amount of all Film Equipment Expenses unpaid (whether or not then due and payable) as of the Closing (the “Estimated Film Equipment Expenses”), including a breakdown of the amount and obligee with respect to each Film Equipment Expense; (v) the aggregate amount of all New Theatre Development Expenses (the “Estimated New Theatre Development Expenses”); (vi) the Concession Inventory Amount as of the Closing (the “Estimated Concession Inventory Amount”); (vii) the aggregate amount of all Repair Amounts as of the Closing (the “Estimated Repair Amounts”); (viii) the aggregate amount of all NCM Buyout Obligations (the “Estimated NCM Buyout Amount”), provided that the Estimated NCM Buyout Amount shall not exceed (but may be less than) the NCM Buyout Obligation Cap; and (ix) based on clauses (i) through (viii), a calculation of the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”)Price. The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed applicable Accounting Principles. (ii) The Company . Prior to Closing, Parent shall consider in good faith any reasonable comments or objections proposed changes to any amounts set forth on the Estimated Closing Statement notified to it proposed by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunderBuyer. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) Buyer a statement (the “Estimated Closing Statement”) ), setting forth the Company’s good faith estimates calculation of the Purchase Price, including the components of (1i) the Estimated Base Purchase Price, (ii) Closing Cash, (iii) Closing Indebtedness, (iv) Closing Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4v) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) Expenses (such schedule delivered pursuant to this clause (B)Purchase Price, as calculated, the “Payment ScheduleEstimated Purchase Price”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to GAAP. After delivery of the Estimated Closing Statement, then the Estimated Closing Statement as so modified Buyer and its Representatives shall be deemed permitted to be review the Estimated Closing Statement; provided, that the failure books and records of the Company and Acquiror its Subsidiaries and the working papers of the Sellers, the Company, and the independent accountants, if any, relating to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close preparation of the Stock Purchase or Closing Statement and the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy calculation of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreementcalculation of the components thereof, as well as the relevant books and records of the Company and the Sellers, and all obligations to make such payments shall be deemed fulfilled provided with access to the extent such payments are made in accordance with this Agreement, the Payment Schedule, current and the Estimated Closing Statement, including the Earn-Out Payment. None former personnel and advisers of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies Company who were involved in the calculations preparation of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement in order to ask questions and receive answers. The Sellers shall not, and shall cause the Company and its Subsidiaries not to, take any action to limit Buyer and/or its Representatives access to the books and records of, and the current and former personnel and advisors of, the Company and its Subsidiaries; provided, that, such access shall be in a manner that does not interfere with the normal business operations of the Sellers or the Payment ScheduleCompany. The Sellers shall consider B▇▇▇▇’s proposed changes to the Estimated Closing Statement in good faith.

Estimated Closing Statement. (i) No The Company shall prepare in good faith and provide to Purchaser no later than three (3) Business Days prior to the anticipated Closing Date, the Company shall deliver to Acquiror Date (Ai) a written statement (the “Estimated Closing Statement”) setting forth the Company’s in reasonable detail its good faith estimates of (1) the Estimated Net Closing Working Capital (as well as the “Estimated Closing Working Capital”) and the resulting Estimated Net Working Capital Surplus Adjustment, the Closing Cash Balance (if any) or the “Estimated Net Working Capital Shortfall (if any)Closing Cash Balance”), the Closing Indebtedness (2) the “Estimated Closing Indebtedness”), and the Stockholders’ Expenses (the “Estimated Stockholders’ Expenses”), including payment instructions for each payee of the Estimated Transaction Stockholders’ Expenses, (3ii) the Company’s calculation of the Estimated Closing Cash Aggregate Purchase Price (calculated in accordance with the definitions thereof and the Accounting Policies) and (4iii) a schedule setting forth (A) each Eligible Holder and each Optionholder, (B) the Estimated Closing DebtPer Share Merger Consideration, Series A-1 Liquidation Preference, Series A-2 Liquidation Preference, Series B Liquidation Preference, Series C Liquidation Preference, and Closing Option Merger Consideration, as applicable, to which to such Persons are entitled to under this Agreement, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3C) each SellerEligible Holder’s Pro Rata and each Optionholder’s Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and Share (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Allocation Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification objection that Purchaser may have with regards to the Estimated Closing Statement, then it being understood that in no event shall the Estimated acceptance of Purchaser’s comments be considered a condition to Closing Statement or otherwise delay the Closing. Other than as so modified shall be deemed to be set forth in ‎Section 3.04(e) and except in the Estimated Closing Statement; providedcase of Fraud, that the failure of the Company and Acquiror its officers, directors, employees or Affiliates shall not have any liability with respect to reach such mutual agreement will not give any party discrepancy between the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of figures set forth in the Estimated Closing Statement and the Payment Schedule in all respects in making any payments Final Closing Statement (as finally determined pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company‎Section 3.04(d) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedulebelow).

Estimated Closing Statement. (i) No later than three the fourth (34th) Business Days Day prior to the Closing Date, the Company shall prepare in good faith and deliver to Acquiror (A) the GB Shareholders’ Representative and the FPAC Shareholders’ Representative a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1i) the Net Debt Difference (the “Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)Debt Difference”), (2ii) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B)amount, the “Payment ScheduleEstimated Total Consideration”)) and (iii) the Pre-Deal Dividend, including estimates of each component as set forth in their respective definitions together with reasonably detailed supporting documentation. The Estimated Closing Statement shall be prepared by If the Company in accordance with the Agreed Principles. (ii) The Company shall consider FPAC Shareholders’ Representative in good faith disagrees with any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to portion of the Estimated Closing Statement, then the FPAC Shareholders’ Representative, until the second (2nd) Business Day prior to the Closing Date, may deliver a notice of such disagreement to the GB Shareholders’ Representative (the “Pre-Closing Notice of Disagreement”). The FPAC Shareholders’ Representative and the GB Shareholders’ Representative shall seek in good faith to resolve in writing any differences they have with respect to the matters specified in the Pre-Closing Notice of Disagreement, and in the event of any such resolution, the Estimated Closing Statement shall be prepared in accordance with such agreement of the FPAC Shareholders’ Representative and the GB Shareholders’ Representative. In the event of any failure by the FPAC Shareholders’ Representative to deliver any Pre-Closing Notice of Disagreement or the failure of the parties to resolve any differences with respect to matters specified in the Pre-Closing Notice of Disagreement such failure shall not affect, condition or delay the Closing and the Closing shall occur based upon the Company’s estimated amounts set forth in the Estimated Closing Statement as so modified shall be deemed to be by the Estimated Pre-Closing Statement; providedNotice of Disagreement, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunderas applicable. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. (ia) No later than At least three (3) Business Days prior to the Closing Date, the Company Seller Representative shall prepare and deliver to Acquiror (A) the Buyer a statement (the “Estimated Closing Statement”) setting forth the Company’s Sellers’ reasonable and good faith estimates of calculation of: (1i) Closing Cash (the “Estimated Cash”); (ii) the Estimated Net Working Capital (as well as the resulting “Estimated Net Working Capital Surplus Capital”); (if any) or Estimated Net Working Capital Shortfall (if any)), (2iii) the aggregate amount of Transaction Expenses (the “Estimated Transaction Expenses, ”); (3iv) the Closing Indebtedness (the “Estimated Indebtedness”); (v) the Reimbursable Costs (the “Estimated Reimbursable Costs”); (vi) the Prepayment Amount (the “Estimated Prepayment Amount”); and (vii) the resulting calculation of the Estimated Purchase Price. Concurrently with the delivery of the Estimated Closing Cash and (4) Statement, the Estimated Closing Debt, and (B) a schedule which Seller Representative shall include (1) deliver to the Estimated Total Stock Purchase Consideration, (2) wire instructions for Buyer reasonable documentation in the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion possession of the Estimated Total Stock Purchase Consideration attributable Sellers or any of their Affiliates to each Seller; and (4) wire instructions for support the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company items in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it delivered by Acquiror prior the Seller Representative. From and after the delivery of the Estimated Closing Statement by the Seller Representative, the Sellers and their Affiliate (including the Target Companies) shall provide the Buyer and its Representatives with reasonable access, upon reasonable request and notice, during normal business hours to the Closing books, records and if, prior employees of the Sellers and their Affiliates (including the Target Companies) that are reasonably related to the Closingcalculations of the Estimated Purchase Price. Within two Business Days after the Buyer’s receipt of the draft Estimated Closing Statement pursuant to this Section 2.4, the Company and Acquiror agree Buyer may deliver to make any modification the Seller Representative a written summary containing all changes that the Buyer proposes to the Estimated Closing Statement, if any. Such summary shall contain an explanation of such changes and reasonable supporting documentation. The Buyer and the Seller Representative shall discuss in good faith any such proposed changes to the Estimated Closing Statement. If, based on such discussions, the Buyer and the Seller Representative agree on changes to the Estimated Purchase Price then the Estimated Purchase Price shall, for purposes of Section 2.3, be based on such changes. If the Buyer and the Seller Representative are unable to agree on changes proposed by the Buyer to the Estimated Purchase Price prior to the Closing Date, the Estimated Purchase Price as proposed by the Seller Representative in the Estimated Closing Statement shall control for the purposes of determining the amount payable to the Sellers by the Buyer at Closing pursuant to Section 2.3. The Estimated Purchase Price as so modified proposed by the Seller Representative in the Estimated Closing Statement shall be deemed also control for the purposes of determining the amount payable to be the Sellers by the Buyer at Closing pursuant to Section 2.3 if the Buyer fails to timely deliver a summary of proposed changes. For the avoidance of doubt, any failure of Buyer to dispute any item or aspect of the Estimated Closing Statement (or failure of Buyer and the Seller Representative to agree on any adjustment proposed by ▇▇▇▇▇ to the Seller Representative prior to the Closing) shall not preclude Buyer from exercising any other rights under this Agreement. (b) Contemporaneously with the delivery of the Estimated Closing Statement; provided, the Seller Representative shall deliver to the Buyer a schedule (as may be updated prior to Closing, the “Purchase Price Allocation Schedule”), that sets forth the failure of allocation among the Company Sellers of: (i) the Estimated Purchase Price; (ii) any amounts due or payable pursuant to Section 2.5(e), Section 2.5(f), or Section 2.5(g); and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror any amount to be disbursed from the Escrow Account to the Sellers. The Seller Representative may, from time to time until such time as joint written instructions have been delivered to the Escrow Agent pursuant to Section 2.5 deliver to the Buyer a revised Purchase Price Allocation Schedule. Buyer shall be entitled to rely on the accuracy Purchase Price Allocation Schedule for purposes of making any of the Estimated Closing Statement and the Payment Schedule in all respects in making any foregoing payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled payable to the extent such payments are made Sellers in accordance with the terms of this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative Buyer shall have any no liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person of their respective Affiliates in respect of any such payments made in accordance with the Purchase Price Allocation Schedule. For the avoidance of doubt, the Purchase Price Allocation Schedule shall not: (i) represent an allocation of the Tax Purchase Price among the assets of the Target Companies for U.S. federal or any other errors, omissions or inaccuracy in applicable state and local income tax purposes; and (ii) allocate more than a nominal amount to the information set forth on the Estimated Closing Statement or the Payment ScheduleGP Interests.

Estimated Closing Statement. (i) No Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) the Purchaser a statement certified by the Company’s chief executive officer and chief financial officer (the “Estimated Closing Statement”) setting forth (a) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles, (b) a good faith calculation of the Company’s good faith estimates estimate of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any))Closing Cash, (2) the Estimated Closing Debt and Excess Transaction Expenses, in each case, as of the Reference Time and along with reasonably detailed calculations, and (3c) the resulting estimated Exchange Consideration and Exchange Shares to be issued by Pubco at the Closing (the “Exchange Consideration Shares”) using the formula in Section 2.2 based on such estimates of Closing Cash, Closing Debt and Transaction Expenses, which Estimated Closing Statement shall be subject to the review by the Purchaser. Promptly after delivering the Estimated Closing Cash Statement to the Purchaser, the Company will meet with the Purchaser to review and (4) discuss the Estimated Closing Debt, Statement and (B) a schedule which shall include (1) the Company will consider in good faith the Purchaser’s comments to the Estimated Total Stock Purchase ConsiderationClosing Statement and make any appropriate adjustments to the Estimated Closing Statement prior to the Closing, (2) wire instructions as mutually approved by the Company and the Purchaser both acting reasonably and in good faith, which adjusted Estimated Closing Statement shall thereafter become the Estimated Closing Statement for all purposes of this Agreement; provided that, to the payments extent that the Company and the Purchaser are unable to be made reach an agreement prior to NewCo at the Closing pursuant to Section 2.3(b)Date, (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Closing Statement as delivered by the Company shall be final (the amount of estimated Exchange Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubtas finally determined, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”"Estimated Exchange Consideration"). The Estimated Closing Statement and the determinations contained therein shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing Accounting Principles and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement. The Estimated Closing Statement will also include with respect to (i) Closing Debt, the Payment Scheduleamount owed to each creditor of any of the Target Companies and, with respect to any Closing Debt that the Purchaser and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after Company agree to satisfy at the Closing, payment instructions, together with payoff and lien release letters from each Target Company’s creditors in form and substance reasonably acceptable to the CompanyPurchaser, and (ii) or Excess Transaction Expenses, the Seller Representative shall have any liability or obligation amount owed to any Person, including the Sellers each payee thereof and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedulepayment instructions therefor.

Estimated Closing Statement. The Company shall deliver to the ListCo, at least five (i) No later than three (35) Business Days prior to the Closing Date, a statement setting forth the Company’s estimation of (1) Indebtedness and the Payoff Amount, (2) Cash, (3) the Transaction Expenses, (4) the Net Working Capital Adjustment, (5) the payment and allocation of the Merger Consideration (“Estimated Merger Consideration Payable”), and (6) the allocation of the Estimated Merger Consideration Payable among the Persons reflected thereon, including the Company shall deliver Stockholders (excluding the Dissenting Stockholders) and the Management Employees) (this subsection (6) hereinafter referred to Acquiror as the “Allocation Schedule”), in each case as set forth in on the Allocation Schedule (Asuch statement inclusive of items in subsections (1) a statement through (6) the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement Merger Consideration shall be prepared by the Company paid in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and ifSection 2.10, prior to the Closing, the Company and Acquiror agree to make any modification as adjusted pursuant to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, . The Company acknowledges and agrees that the failure Allocation Schedule is and will be prepared in accordance with the Organizational Documents of the Company, the Company Stockholder Agreements, and applicable Law. The Allocation Schedule will set forth (A) the name, mailing address, email address and wire information (where applicable) for each Person receiving any Merger Consideration, (B) the number and class of Equity Securities of the Company and Acquiror owned by each Company Stockholder or Company Option holder as of immediately prior to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this AgreementEffective Time, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the CompanyC) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable the Merger Consideration allocated to any Seller or any other Person or any other errorseach Company Stockholder (divided into applicable Cash Consideration, omissions or inaccuracy ListCo Class A Common Stock and/or Pre-Funded Warrants in the information set forth on the Estimated Closing Statement or the Payment Schedulelieu thereof, additional shares of ListCo Class A Common Stock, if any, to be issued pursuant to Section 2.07(d)(i)).

Estimated Closing Statement. (i) No later than three (3) At least five Business Days prior to the Closing Date, Seller shall (or cause the Company shall to) deliver to Acquiror (A) Purchaser a statement (the “Estimated Closing Statement”) setting forth Seller’s and the Company’s good faith estimates calculation of the Estimated Purchase Price, including (1i) the estimated amount of Cash as of the Adjustment Time (the “Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)Cash”), (2ii) the estimated amount of Funded Indebtedness (the “Estimated Funded Indebtedness”), (iii) the estimated amount of Working Capital as of the Adjustment Time (the “Estimated Working Capital Amount”) and (iv) the estimated amount of the Company Transaction Expenses as of immediately prior to the Closing (the “Estimated Company Transaction Expenses”), in each case, in accordance with the Company Accounting Principles, together with reasonable supporting detail and documentation of each of the calculations contained therein (including, in the case, of the Estimated Company Transaction Expenses, (3) invoices setting forth such amounts). After delivery of the Estimated Closing Cash Statement until the Closing Date, Purchaser and (4) its Representatives shall be permitted reasonable access to review the books and records of the Company Entities, and shall be provided with reasonable access to the personnel and advisers of, and work papers prepared by or for, Seller, the General Partner and the Company who were involved in the preparation of the Estimated Closing Debt, Statement in order to ask questions and (B) receive answers; provided that the independent accountants of Seller and the Company Entities shall not be obligated to make any working papers available to Purchaser or its Representatives unless and until Purchaser and each applicable Representative has signed a schedule which customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. Seller shall include (1) consider in good faith any reasonable comments provided by Purchaser with respect to the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each SellerStatement; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, includingprovided that, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule estimates delivered by Seller pursuant to this clause (BSection 3.1(a), as modified to reflect any changes agreed to by Seller and Purchaser, will be binding for purposes of this Section 3.1. For the “Payment Schedule”). The Estimated Closing Statement shall be prepared avoidance of doubt, no failure by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith Purchaser to object to, or comment on, any reasonable comments or objections to any amounts item set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to in the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; providedany component thereof, that the failure of the Company and Acquiror to reach such mutual agreement will not give or any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule documentation delivered in all respects in making any payments pursuant to this Agreementconnection therewith, and all obligations no failure by the parties to make such payments resolve any objections that Purchaser may have regarding the foregoing, shall be deemed fulfilled prejudice or bind Purchaser with respect to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies calculations contained in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Scheduledetermination of the Final Purchase Price in accordance with Section 3.4.

Estimated Closing Statement. (ia) No later than three seven (37) Business Days days prior to the date on which the Closing Dateis scheduled to occur, Seller shall cause to be prepared and delivered to Buyer, at the Company shall deliver to Acquiror (A) sole expense of Seller, a statement (as adjusted for any Working Capital Dividend pursuant to the last sentence of Section 2.4(b), the “Estimated Closing Statement”) setting that sets forth in reasonable detail Seller’s reasonable estimate of the Company’s good faith estimates Net Working Capital as of the Closing Date (1) the “Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment ScheduleCapital”). The Estimated Closing Statement shall be (i) compiled from the books of account and other financial records of the ACRE Companies and (ii) prepared by the Company (x) in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Reference Closing Statement notified to it but excluding the effects of any purchase accounting adjustments resulting from the transactions contemplated by Acquiror prior this Agreement, except to the Closing extent that the definition of Net Working Capital is inconsistent therewith, in which case the definition of Net Working Capital shall control, and if(y) in a manner consistent with the preparation of, prior to and in the Closingsame form and containing the same line items as, the Company and Acquiror agree to make any modification to Reference Closing Statement. Seller shall consult with Buyer regarding the preparation of the Estimated Closing Statement, then and, until the Final Closing Statement has been delivered, provide Buyer and its Representatives, upon prior written request of Buyer, reasonable access to Seller’s work papers and any work papers of Seller’s independent accountants, in each case, to the extent used in connection with the preparation of the Estimated Closing Statement as so modified (provided that the independent accountants of Seller shall not be deemed obligated to be make any work papers available to Buyer or its Representatives unless and until Buyer has signed a customary agreement relating to access to work papers in form and substance reasonably acceptable to such independent accountants), and Seller shall make reasonably available during normal business hours to Buyer and its Representatives relevant Seller’s personnel responsible for the preparation of the Estimated Closing Statement; provided, that in each case, to the failure of extent reasonably necessary for, and for the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy sole purpose of, assisting in Buyer’s review of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments calculation of the Estimated Purchase Price. (b) In the event that the Estimated Closing Statement delivered pursuant to this AgreementSection 2.4(a) shall reflect Estimated Net Working Capital in excess of $8.75 million, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and within two (2) Business Days of receipt of the Estimated Closing Statement, including Buyer may, in its sole discretion, advise Seller that it is waiving the Earn-Out Payment. None of Acquiror or any of its Affiliates (includingrestriction set forth in Section 5.1(a)(iv)(C)(5) such that Parent shall be permitted to declare and pay a dividend to Seller, after which must be paid prior to the Closing, the Company) or the Seller Representative shall have any liability or obligation in an amount not to any Personexceed, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations aggregate, the amount by which Estimated Net Working Capital exceeds $8.75 million (any such dividend, a “Working Capital Dividend”). If Parent shall pay a Working Capital Dividend to Seller as contemplated by this Section 2.4(b), the amount of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on such dividend shall be deducted from the Estimated Closing Statement or Net Working Capital for the Payment Schedulepurposes of determining the Estimated Purchase Price.

Estimated Closing Statement. (i) No The Company shall deliver to Parent, no later than three (3) Business Days prior to the Closing DateClosing, the Company shall deliver to Acquiror (A) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1i) the Estimated Net Working Capital (as well as the resulting and Estimated Net Working Capital Surplus Adjustment, (if anyii) or Estimated Net Working Capital Shortfall the Indebtedness of the Company on the Closing Date but immediately prior to the Closing (if any)the “Closing Date Indebtedness”), (2iii) the Estimated Cash Equivalents on hand at the Company on the Closing Date but immediately prior to the Closing (the “Closing Date Cash”), (iv) the Company Transaction Expenses, (3v) the Estimated Closing Cash Balance Sheet and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1vi) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for Cash Equity Price. For the avoidance of doubt, these estimates (and the calculations resulting therefrom) shall take into account, (x) in the case of and as a reduction to Closing Date Cash, the payment in cash of the Company Transaction Expenses and the Management Retention Bonuses, at or prior to Closing, as contemplated by Section 2.8 and (y) in the case of the Working Capital, an accrual for the aggregate Pro-Rata Bonuses to be made paid by the Surviving Corporation after the Closing in accordance with Section 2.8. The estimates of Working Capital, Closing Date Indebtedness and Closing Date Cash provided in the Estimated Closing Statement are referred to herein as the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B)“Estimated Working Capital”, the “Payment ScheduleEstimated Closing Date Indebtedness” and the “Estimated Closing Date Cash”), respectively. The Estimated Closing Statement Company shall be prepared by also deliver to Parent (1) its calculations of the Company following (each determined in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth definitions thereof as of the Closing and based on the Estimated Closing Statement notified to it Total Cash Equity Price): Common Merger Consideration, Common Per-Share Merger Consideration, Fully-Diluted Common Stock, Merger Consideration, Option In-the Money Amount, Common Warrant In-the-Money Amount, Series B Warrant In-the-Money Amount, Series C Warrant In-the-Money Amount, Series C-1 Warrant In-the-Money Amount, Series A Preferred Per-Share Merger Consideration, Series B Preferred Per-Share Merger Consideration, Series C Preferred Per-Share Merger Consideration, Series C-1 Preferred Per-Share Merger Consideration, Total Common Merger Consideration, Total Series A Preferred Merger Consideration, Total Series A Preferred Merger Preference, Total Series B Preferred Merger Consideration, Total Series B Preferred Merger Preference, Total Series C Preferred Merger Consideration, Total Series C Preferred Merger Preference, Total Series C-1 Preferred Merger Consideration and Total Series C-1 Preferred Merger Preference and (2) a detailed schedule setting forth (A) the name of each Equityholder, (B) the number of shares of Common Stock, Preferred Stock, Options and Warrants held by Acquiror prior to the Closing each such Equityholder, and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iiiC) Acquiror shall be entitled to rely based on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreementcalculations described above, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable the Merger Consideration, Option Payments and Warrant Payments to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedulebe received by each such Equityholder.

Estimated Closing Statement. (i) No later than three (3) Business Days prior to the anticipated Closing Date, the Company Sellers shall deliver to Acquiror Purchasers (Aa) a written statement (the “Estimated Closing Statement”) ), prepared in a manner consistent with the Sample Closing Statement, setting forth the Company’s in reasonable detail (i) Sellers’ good faith estimates estimate (along with reasonable supporting documentation), of (1) the Net Working Capital Amount (the “Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)Amount”), (2) the Indebtedness Amount (the “Estimated Transaction ExpensesIndebtedness Amount”), (3) the Company Transaction Expenses (the “Estimated Closing Cash and Company Transaction Expenses”), (4) the Cash and Cash Equivalents Amount (the “Estimated Cash and Cash Equivalents Amount”), (5) the Excess Coal Inventory Value (the “Estimated Excess Coal Inventory Value”), (6) the Closing Excess Coal Payment Amount (the “Estimated Closing DebtExcess Coal Payment Amount”), (7) the Net Indemnity Proceeds (the “Estimated Net Indemnity Proceeds”), and (B8) the resulting Estimated Adjustment Amount, (ii) a schedule which Sellers’ good faith estimate (along with reasonable supporting documentation), of the Remaining Excess Coal Payment Amount, and (iii) any adjustment required pursuant to Section 8.06(d), and (iv) the resulting Preliminary Purchase Price, and (b) wire transfer instructions for payment of the Preliminary Purchase Price. From the delivery of the Estimated Closing Statement until the Closing, Sellers shall include (1to the extent reasonably requested by Purchasers in connection with Purchasers’ review of the Estimated Closing Statement and the calculations set forth therein) (a) give Purchasers and their Representatives reasonable access to (i) the books and records, trial balances and other supporting information relating to the Estimated Closing Statement and the calculations set forth therein and (ii) the Sellers’ and the Acquired Companies’ personnel and accountants, (b) cooperate with and respond in good faith to Purchasers’ reasonable requests related thereto, (c) consider in good faith any proposed adjustments of Purchasers and their Representatives to the Estimated Closing Statement and make any reasonable and appropriate changes thereto in Sellers’ reasonable discretion, and (d) upon request by Purchasers, shall discuss in good faith any proposed changes that Purchasers may have to the Estimated Closing Statement. Notwithstanding the foregoing, Sellers’ estimate of the Estimated Adjustment Amount (and components thereof) the Estimated Total Stock Purchase ConsiderationClosing Excess Coal Payment Amount, (2) wire instructions for the payments to be made to NewCo at the Closing and any adjustment required pursuant to Section 2.3(b), (38.06(d) each Seller’s Pro Rata Percentage set forth in the Estimated Closing Statement delivered to Purchasers hereunder shall control and the portion be binding for purposes of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made Closing except to the applicable payees thereof pursuant extent adjustments thereto have been agreed to Section 2.3(b) (such schedule delivered pursuant to this clause (B), in writing by the “Payment Schedule”)Parties. The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth final and binding on the Estimated Closing Statement notified Parties solely for purposes of determining the Preliminary Purchase Price to it be paid by Acquiror prior Purchasers to the Closing and if, prior to Sellers at the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. At least five (i) No later than three (35) Business Days prior to before the Closing DateClosing, the Company Sellers’ Representative shall prepare and deliver to Acquiror (A) Buyer a written statement (the “Estimated Closing Statement”) setting forth the Company’s its good faith estimates estimate (along with reasonably detailed calculations) of (1x) the (i) Closing Date Cash as of the Calculation Time (such amount, the “Estimated Closing Date Cash”), (ii) Closing Date Debt as of immediately prior to Closing (such amount, the “Estimated Closing Date Debt”), (iii) Closing Date Transaction Expenses as of immediately prior to Closing (such amount, the “Estimated Transaction Expenses”), and (iv) the Closing Working Capital and the resulting Net Working Capital Adjustment Amount as of the Calculation Time (such amount, which may be positive or negative, the “Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)Adjustment Amount”), (2y) based on such calculations, the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing DebtPurchase Price, and (Bz) a schedule which shall include (1) an estimated consolidated balance sheet of the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at Company Group as of the Closing pursuant Date (without giving effect to Section 2.3(bthe transactions contemplated herein); in the cases of subsections (x)-(z), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Accounting Principles. (ii) The Company . Sellers’ Representative shall consider in good faith any reasonable comments or objections of Buyer to any amounts set forth on the Estimated Closing Statement item or amount notified to it by Acquiror ▇▇▇▇▇ in writing at least two (2) days prior to the Closing and if, prior to the Closing, the Company Sellers’ Representative and Acquiror Buyer agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror . Buyer shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror Buyer or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller GuarantorsSellers’ Representative or Selling Parties, for any Damages Losses arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedulecalculations therein.

Estimated Closing Statement. (i) No later than three seven (37) Business Days prior to the date on which the Closing Dateis scheduled to occur, Sellers shall cause to be prepared and delivered to Buyer, at the Company shall deliver to Acquiror (A) sole expense of Sellers, a statement (the “Estimated Closing Statement”) setting that sets forth the Company’s in reasonable detail: (a) Sellers’ good faith estimates estimate of the Net Working Capital as of the Closing Date (1) the “Estimated Net Working Capital Capital”); (b) Sellers’ good faith estimate of the Recruiting Expenses as well of the Closing Date (the “Estimated Recruiting Expenses”); (c) Sellers’ good faith estimate of the Excess Reserve Amount as of the resulting Closing Date (the “Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if anyExcess Reserve Amount”)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash ; and (4d) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion Sellers’ good faith calculation of the Estimated Total Stock Purchase Cash Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”broken out by line item). The Estimated Closing Statement shall be prepared by (i) compiled from the books of account and other financial records of the Company and (ii) prepared (x) in accordance with GAAP, consistently applied, and (y) in a manner consistent with the Agreed Principles. (ii) The Company shall consider preparation of, and in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to same form and containing the Closing and if, prior to the Closingsame line items as, the Company and Acquiror agree to make any modification to Reference Closing Statement. Sellers shall consult with Buyer regarding the preparation of the Estimated Closing Statement, then take into account in good faith Buyer’s views in respect thereof, and provide Buyer and its Representatives, upon prior written request of Buyer, reasonable access to Sellers’ work papers and any work papers of Sellers’ independent accountants, in each case, to the Estimated Closing Statement as so modified shall be deemed to be extent used in connection with the preparation of the Estimated Closing Statement; provided, that and Sellers shall make reasonably available to Buyer and its Representatives relevant Sellers’ personnel responsible for the failure preparation of the Company Estimated Closing Statement, in each case, to the extent reasonably necessary for, and Acquiror to reach such mutual agreement will not give any party for the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy sole purpose of, assisting in Buyer’s review of the Estimated Closing Statement and the Payment Schedule calculation of the Estimated Cash Consideration; provided, that the independent accountants of Sellers shall not be obligated to make any work papers available to Buyer unless and until Buyer has signed a customary agreement relating to access to work papers in all respects form and substance reasonably acceptable to such independent accountants. With respect to clause (a) in making any payments the preceding sentence, in the event the Estimated Net Working Capital exceeds the Required Net Working Capital (such excess, if any, the “NWC Escrow Amount”), the NWC Escrow Amount shall be deposited by Sellers into the Escrow Account pursuant to this the terms and conditions set forth in the Escrow Agreement, and all obligations to make such payments shall be deemed fulfilled to released upon final resolution of the extent such payments are made Final Cash Consideration in accordance with this AgreementSection 2.5; provided, that the Payment Schedule, and NWC Escrow Amount required to be deposited into the Estimated Escrow Account at Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates shall not exceed Two Million Dollars (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule$2,000,000).

Estimated Closing Statement. (i) No later than three (3) On or before the third Business Days prior to Day preceding the Closing Date, the Company shall Seller will prepare and deliver to Acquiror (A) the Buyer a written statement (the “Estimated Closing Statement”) setting forth the Companyreflecting Seller’s good faith estimates calculations, in accordance with the Accounting Principles and the applicable defined terms in this Agreement as well as calculated consistently with the methodology referenced in the “Notes” section of the example calculation set forth on Exhibit C, of (A) (1) the Estimated Net Working Capital as of 11:59 p.m. (as well as Eastern time) on the resulting Business Day immediately prior to the Closing Date (the “Estimated Net Closing Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)Capital”), (2) the Cash of the Companies as of 11:59 p.m. (Eastern time) on the Business Day immediately prior to the Closing Date (provided that any Cash used after 11:59 p.m. on the Business Day immediately prior to the Closing Date and prior to the Closing to pay down any liability or obligation that would otherwise be included in the calculation of Closing Transaction Expenses or the calculation of Closing Indebtedness, in each case, if such payment had not been made, will be excluded from the calculation of Estimated Transaction ExpensesClosing Cash) (the “Estimated Closing Cash”), (3) the Indebtedness of the Companies as of immediately prior to the Closing (provided that any Taxes included in Indebtedness will be determined as of the Closing) (the “Estimated Closing Cash Indebtedness”), and (4) the Transaction Expenses (the “Estimated Closing DebtTransaction Expenses”) of Parent, Seller, and the Companies (collectively, the “Seller Parties”), and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion calculation of the Estimated Total Stock Closing Date Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”)Price. The Estimated Closing Statement shall will also be prepared accompanied by reasonably detailed supporting calculations and documentation with respect to the Company in accordance with amounts reflected on the Agreed Principles. (ii) Estimated Closing Statement. The Company shall Seller will consider in good faith any the Buyer’s reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. (a) For the purpose of calculating "Net Excess" or "Net Deficit" under the Merger Agreement, CSI shall prepare a statement of certain assets and liabilities (the "Estimated Closing Statement") which sets forth, as of the close of business on the second business day immediately preceding the Closing Date (but taking into account the adjustments specified in Schedule 5.2(o) hereto) and in accordance with GAAP consistently applied, (i) No later than three the Acquired Companies' cash and cash equivalents (3) Business Days for this purpose, bonuses that are to be paid prior to Closing that have not been paid as of the time the Estimated Closing Statement is prepared shall be deemed to have been paid and the amount of such deemed payment shall be deducted from estimated cash) ("Closing Cash"), (ii) the Acquired Companies' net inventory (for this purpose, Work in Process shall be valued in accordance with the methodology described in Exhibit B-1 hereto) ("Closing Inventory"), (iii) the Acquired Companies' net accounts receivable ("Closing A/Rs"), (iv) the Acquired Companies' net property, plant and equipment ("Closing PP&E"), (v) the Acquired Companies' trade accounts payable and accrued expenses ("Closing Payables"), (vi) the Acquired Companies' long-term and short-term indebtedness (excluding Closing Payables) ("Closing Debt"), (vii) any liability of CSI and all other Acquired Companies for Taxes attributable to the Spin-Off Sale ("Closing Tax Liability"), (viii) the Acquired Companies' liabilities other than the Closing DateTax Liability, the Company shall deliver to Acquiror (A) a statement Closing Payables, the Closing Debt and any current income tax or deferred income tax liabilities (the “"Closing Liabilities"), (ix) the value (based on the price of gold at the close of business on the business day immediately preceding the date on which the Estimated Closing Statement is prepared) of the deficit, if any, in the gold supply that is determined as a result of the gold supply inventory referred to in Section 5.2(p) hereof (the "Gold Deficit"), and (x) the value (based on the price of gold at the close of business on the business day immediately preceding the date on which the Estimated Closing Statement is prepared) of the surplus, if any, in the gold supply that is determined as a result of the gold supply inventory referred to in Section 5.2(p) hereof (the "Gold Surplus"). Such statement shall be prepared with respect to CSI and the other Acquired Companies, on a consolidated basis, provided that for this purpose, the Non-Acquired Companies, even if they then remain CSI subsidiaries, shall be treated as if the Spin-Off Sale had been effected. For purposes of the Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated additions to Closing Cash PP&E and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made A/Rs relating to the applicable payees thereof pursuant insurance proceeds referred to in Section 2.3(b6.9 hereof shall be eliminated. (b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company also set forth, in accordance with GAAP consistently applied, the Agreed Principlesnet sales of CSI and the other Acquired Companies, on a consolidated basis, for the fiscal quarter of CSI ending September 30, 1995 ("Base Net Sales"). (c) The Estimated Closing Statement shall also set forth the following calculations: (i) there shall be added to the Closing Cash (A) the amount, if any, by which the Closing PP&E exceeds $3,400,000 and (B) the Gold Surplus (such sum, the "Consolidated Closing Cash"); and (ii) The Company there shall consider be added to the Closing Debt (A) the Closing Tax Liability, (B) the amount, if any, by which Closing Inventory is less than 9% of Base Net Sales, (C) the amount, if any, by which Closing A/Rs are less than 50% of Base Net Sales, (D) the amount, if any, by which Closing PP&E is less than $3,400,000 and (E) the amount, if any, by which the sum of Closing Payables and Closing Liabilities exceeds 11% of the Base Net Sales and (F) the Gold Deficit (the sum described in good faith any reasonable comments or objections to any amounts set forth on this subclause (ii), the "Consolidated Closing Debt"). (d) CSI shall deliver a draft of the Estimated Closing Statement notified to it by Acquiror K&S four business days prior to the Closing Date and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the final Estimated Closing Statement as so modified shall be deemed to be K&S by 1:00 p.m., Eastern Time, on the Estimated business day immediately preceding the Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunderDate. (iiie) Acquiror shall be entitled to rely on Exhibit B-2 hereto sets forth an example of how the accuracy "Net Deficit" (as defined in the Escrow Agreement) would have been calculated hereunder based upon the CSI financial statements as of June 30, 1995. The parties acknowledge that Exhibit B is included herein for illustrative purposes only and that the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments calculations described above shall be deemed fulfilled to based upon CSI's financial statements and accounting records as of the extent such payments are made Closing Date (as adjusted in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the CompanySchedule 5.2(o) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedulehereof).

Estimated Closing Statement. (i) No Not later than three five (35) Business Days prior to before the Closing Date, the Company Seller Representative shall deliver to Acquiror (A) Purchaser a statement (the “Estimated Closing Statement”) setting forth the Company’s Sellers’ good faith estimates estimate of (i) Closing Date Working Capital prepared in accordance with (1) GAAP, using the Estimated Net Working Capital (same accounting principles, policies and methods as well as have historically been used by the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any))Acquired Companies in preparation of the Financial Statements, and (2) the Estimated Transaction Expensesline items set forth on Annex A, (3) the “Estimated Closing Cash and (4) Working Capital”); provided that, solely for the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for purposes of the payments to be made to NewCo Sellers at Closing, the Closing Purchase Price shall not be adjusted upwards at Closing in respect of Estimated Working Capital in an amount greater than $15,000,000; provided, further, that the foregoing shall not restrict or limit the calculation of Closing Date Working Capital or the Final Working Capital Adjustment pursuant to the terms of this Section 2.3(b2.04; (ii) the aggregate amount of any Transaction Fees and Expenses that will remain unpaid following the Closing (the “Estimated Transaction Fees and Expenses”); and (iii) the aggregate amount of Credit Agreement Indebtedness that will remain unpaid following the Closing (the “Estimated Credit Agreement Indebtedness”), in each case together with Seller Representative’s supporting calculations and reasonable supporting documentation. In the event that, no fewer than three (3) each SellerBusiness Days prior to the anticipated Closing Date, Purchaser notifies Seller Representative of any errors that Purchaser believes are contained in such Estimated Closing Statement, Seller Representative shall in good faith consider Purchaser’s Pro Rata Percentage comments relating to such errors and the portion make any amendments to its estimate of the such Estimated Total Stock Purchase Consideration attributable to each SellerClosing Statement if there is in fact such an error; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, includingprovided that, for the avoidance of doubt, in the Transaction Bonusesevent of a conflict, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy Sellers’ determination of the Estimated Closing Statement and shall prevail for purposes of calculating the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment SchedulePurchase Price.

Estimated Closing Statement. At least ten (i) No later than three (310) Business Days prior to the Closing Date, the Company Seller Representative shall prepare and deliver to Acquiror (A) Buyer a statement (the “Estimated Closing Statement”) setting forth the Companyin reasonable detail Seller Representative’s good faith estimates estimate (and attaching supporting schedules, work papers and all other relevant material details to enable a review thereof by Buyer) of the following items: (1a) Cash (the “Estimated Net Cash”), (b) Working Capital (as well as the resulting “Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)Capital”), (2c) the aggregate amount of Indebtedness (including an estimate of the Blocker Income Tax Amount) as of the Effective Time (but in the case of clause (g) of the definition of Indebtedness, as of the Closing) (the “Estimated Indebtedness”), (d) the aggregate amount of Transaction Expenses to the extent not paid prior to or at Closing (the “Estimated Transaction Expenses”), (3e) the aggregate amount of Leakage (the “Estimated Closing Cash and Leakage”), (4f) the Post-Effective Time Capital Contribution Reimbursement Amount (the “Estimated Closing DebtPost-Effective Time Capital Contribution Reimbursement Amount”), (g) the aggregate amount of Reorganization Liabilities (the “Estimated Reorganization Liabilities”), and (B) a schedule which shall include (1h) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion resulting calculation of the Estimated Total Stock Initial Purchase Consideration attributable to each Seller; and (4) wire instructions for Price. Following the payments delivery of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of Seller Representative and the Company shall, and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or shall cause the other transactions contemplated hereunder. (iii) Acquiror shall be entitled Acquired Entities to, cooperate in good faith to rely answer any questions and resolve any issues raised on the accuracy behalf of Buyer in connection with their review of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreementsupporting information, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Personand Buyer may, including the Sellers and the Seller Guarantorsby mutual written agreement, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on amend the Estimated Closing Statement or to reflect resolution of any such issues; provided that, if Seller Representative and Buyer are not able to reach a mutual agreement prior to the Payment ScheduleClosing Date, the Estimated Closing Statement provided by Seller Representative to Buyer pursuant to the first sentence of this Section 2.3 shall be binding and control for purposes of the Closing, and will be used for purposes of calculating the Initial Purchase Price to be delivered at Closing.

Estimated Closing Statement. (i) No later than three (3) At least five Business Days prior to the Closing Date, the Company Seller shall prepare and deliver to Acquiror (A) Purchaser a written statement (the “Estimated Closing Statement”) ), duly certified by an officer of each of Seller and the Company, setting forth the Company’s their good faith estimates estimate of the Estimated Purchase Price and of each component thereof, including (1i) the Estimated Net amount of Working Capital (as well as the resulting “Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)Amount”), (2ii) the amount of Funded Indebtedness (the “Estimated Funded Indebtedness”), (iii) the amount of Cash (the “Estimated Cash”), (iv) the amount of the Company Transaction Expenses (the “Estimated Company Transaction Expenses”) and written invoices and wire instructions from each payee of such Estimated Company Transaction Expenses, and (3v) the Aggregate Employee Note Payoff Amount (the “Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(bEmployee Note Payoff Amount”), (3) in each Seller’s Pro Rata Percentage and the portion case, as of the Estimated Total Stock Purchase Consideration attributable to each Seller; Adjustment Time and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed terms of this Agreement and the Company Accounting Principles. (ii) The , together with reasonable written supporting detail with respect to each of the calculations and components contained therein. No amount included in any component of the Estimated Purchase Price shall be duplicated in any other component of the Estimated Purchase Price. After the delivery of the Estimated Closing Statement, Seller shall, and shall cause the Company and its Subsidiaries to, provide the Purchaser and its Representatives with reasonable access to all books, workpapers and other records and supporting data of Seller and the Company and its Subsidiaries, in connection with Purchaser’s review of the Estimated Closing Statement and all calculations set forth therein, and reasonable access to the personnel and advisers of Seller and the Company and its Subsidiaries who were involved in the preparation of the Estimated Closing Statement in order to ask questions and receive answers; provided, however, that the independent accountants of the Company and its Subsidiaries shall not be obligated to make any working papers available to Purchaser unless and until Purchaser has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. Prior to the Closing, Seller shall consider in good faith any reasonable comments or objections revisions proposed by Purchaser to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or calculations set forth therein, and to the extent Seller, in its sole good faith discretion, agrees with any of its Affiliates (includingsuch revisions, after the Estimated Closing Statement shall be modified to reflect such revisions; provided, that if the parties are unable to resolve such differences prior to the Closing Date, in no event shall such disagreement delay the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers estimates and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information Company set forth on in the Estimated Closing Statement shall control for the purposes of calculating the Estimated Purchase Price and the parties shall make all payments required to be made on the Closing Date pursuant to Section 2.3(a). For the avoidance of doubt, any failure of Purchaser to dispute any item or aspect of the Payment ScheduleEstimated Closing Statement shall not preclude Purchaser from exercising any other rights under this Agreement (or failure of Purchaser and Seller to agree on any adjustment proposed by Purchaser to Seller prior to the Closing).

Estimated Closing Statement. (i) No later Not less than three (3) ten Business Days prior to the anticipated Closing Date, the Company shall will deliver to Acquiror (A) a statement Buyer an estimated unaudited consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the day immediately prior to the Closing Date (the “"Estimated Closing Statement”) setting forth the Company’s Date Balance Sheet"), which will be prepared in good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed PrinciplesApplicable Accounting Practices, as well as an estimate prepared in good faith of the Book Value of the Company and its Subsidiaries as of such close of business as derived therefrom (the "Estimated Book Value Amount"). (ii) The Company shall consider Representative and Buyer will cooperate in good faith to resolve any reasonable comments or objections dispute raised by Buyer as to any amounts set forth on whether the Estimated Closing Statement notified to it by Acquiror prior to Date Balance Sheet was prepared in accordance with the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to Applicable Accounting Practices or the Estimated Closing Statement, then Book Value Amount is consistent with the Estimated Closing Statement definition of Book Value as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunderof business. (iii) Acquiror shall be entitled If, prior to rely on the accuracy of deadline for delivering the Estimated Closing Statement pursuant to Section 2.1(b), the Representative and Buyer agree that changes should be made to the Estimated Closing Date Balance Sheet or the Estimated Book Value, then such changes will be incorporated into the Estimated Closing Date Balance Sheet and the Payment Schedule in all respects in making any payments Estimated Book Value Amount contemplated by Section 2.1(a). (b) Not less than two Business Days prior to the anticipated Closing Date, the Company will deliver to Buyer a written statement (the "Estimated Closing Statement") setting forth: (i) the Estimated Book Value Amount, as changed (if applicable) pursuant to this AgreementSection 2.1(a); and (ii) a schedule (the "Closing Schedule") setting forth the aggregate amount of the Base Cash Payment, and all obligations to make such payments shall plus the Estimated Book Value Amount, less $85.0 million (which will be deemed fulfilled to paid into the extent such payments are made Escrow Fund for distribution in accordance with this Agreement and the Escrow Agreement), less $162.0 million, less the amount that would otherwise be payable hereunder in respect of Dissenting Shares (if any) (such amount, as so calculated, the Payment Schedule"Closing Cash Payment"), together with wire transfer instructions, and the Estimated Closing Statement, including the Earn-Out Payment. None number of Acquiror or any shares of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation Buyer Series A Preferred Stock to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating be issued to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable each Person entitled to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedulereceive such shares pursuant to Section 1.7(a).

Estimated Closing Statement. (i) No later than three (3) Business Days prior to the Closing DateClosing, the Company Seller shall prepare and deliver to Acquiror (A) the Buyer a statement (the “Estimated Closing Statement”) setting forth the CompanySeller’s good faith estimates estimate of (1A) the Estimated Net Closing Working Capital determined in accordance with the Accounting Principles (as well as the “Estimated Working Capital”), and the resulting Estimated Net Closing Working Capital Surplus (if any) Excess or Estimated Net Closing Working Capital Shortfall (if any)), (2B) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing DebtSpecified Indebtedness, and (BC) a schedule which shall include (1) based on the Estimated Total Stock Purchase Considerationforegoing, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed PrinciplesPrice. (ii) The Company Buyer shall consider in good faith any be entitled to review, comment on, and request reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification changes to the Estimated Closing Statement, then and the Seller shall provide the Buyer and its representatives with reasonable access, at reasonable times following prior notice, to (A) the records and work papers relating to the calculation of the Estimated Closing Statement as so modified shall be deemed to be Statement, and (B) the personnel and representatives of the Seller involved in the preparation of the Estimated Closing Statement; provided, that such access shall be in a manner that does not unreasonably interfere with the failure normal business operations of the Company Seller. The Seller shall consider the Buyer’s proposed changes in good faith. If the Buyer and Acquiror the Seller are unable to reach such mutual agreement will on any proposed changes, the Parties shall proceed to Closing and accept the Estimated Closing Statement and the components thereof as proposed by the Seller solely for purposes of the payments to be made at Closing, which acceptance shall not give any party limit or otherwise affect the right to terminate Buyer’s remedies under this Agreement or otherwise delay or fail to close constitute an acknowledgment or acceptance by the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on Buyer of the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. (i) No later than three four (34) Business Days prior to the Closing DateClosing, the Company shall deliver to Acquiror Purchaser a written statement setting forth a good faith estimate of the (Ai) Net Working Capital; (ii) Cash and Cash Equivalents; (iii) Transaction Expenses; (iv) Company Debt; and (v) Transaction Tax Benefit together with a statement calculation of the Estimated Equity Value and Fully-Diluted Per Share Price (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)). The Company shall deliver to Purchaser, (2) the Estimated Transaction Expenses, (3) concurrently with the Estimated Closing Cash and (4) Statement, the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for Schedule. For the avoidance of doubt, the Transaction Bonuses, Purchaser shall have no liability or obligation to be any other Person for any payment made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with this Agreement and the Agreed Principles. (ii) The Company Consideration Schedule. Purchaser and its representatives shall consider in good faith any reasonable comments or objections be given the right to any amounts set forth review and comment on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then together with reasonable access to the Company’s books and records relating to the preparation of the Estimated Closing Statement, and the Company shall consider Purchaser’s comments thereto in good faith and incorporate any such changes the Company (in its sole discretion) accepts; provided, that in case of any disagreement between the parties, in no case shall such disagreement delay the Closing and the estimates and calculations of the Company set forth in the Estimated Closing Statement as so modified (with any such changes the Company accepted in its sole discretion) shall be deemed to be the Estimated Closing Statement; provided, that the failure control for all purposes of the Company Closing (but shall remain subject to Section 2.5). Notwithstanding anything to the contrary in this Agreement, it is expressly acknowledged and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror agreed that Purchaser shall be entitled to rely on the accuracy allocation of the Estimated Closing Statement and Consideration among the Payment Schedule Sellers set forth in all respects in making the Consideration Schedule, without any payments pursuant obligation to this Agreementinvestigate or verify the accuracy or correctness thereof, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Scheduletherewith, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror in no event shall Purchaser or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, Person (including the Sellers Representative and any of the Seller Guarantors, for Sellers) in connection with any Damages arising from or claims relating to any errors, omissions or inaccuracies misallocation of the Closing Consideration among the Sellers set forth in the calculations of Consideration Schedule, any determination by the portion of Representative in connection therewith, or payments made by any amounts payable to any Seller or any other Person or any other errors(including Purchaser, omissions or inaccuracy in the information set forth on the Estimated Closing Statement Escrow Agent, or the Payment SchedulePayments Administrator and their respective Affiliates) in accordance therewith.

Estimated Closing Statement. (ia) No later than Seller shall prepare and deliver (or cause to be prepared and delivered) to Purchaser, at least three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a statement setting forth (x) Seller’s good faith estimate of (i) the Closing Date Balance Sheet (the “Estimated Closing Date Balance Sheet”) and, based on the Estimated Closing Date Balance Sheet, a schedule setting forth Seller’s calculation of the Closing Stockholder’s Equity (the “Estimated Closing Stockholder’s Equity”), (iii) the Transaction Expenses (the “Estimated Transaction Expenses”) and, accordingly, (iv) the Deposit Instrument Amount (the “Estimated Deposit Instrument Amount”) and (v) the Purchase Price (the “Estimated Purchase Price”) (including all line items required to calculate the foregoing) (collectively, the “Estimated Closing Statement”), in each case measured as of the Measurement Time (other than Transaction Expenses, which shall be measured as of immediately prior to or at the Closing) and (y) a payment schedule setting forth the Company’s good faith estimates of (1Person(s) to whom such Transaction Expenses are due and the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if anyapplicable amount due to such Person(s) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire together with payment instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), payment of such Transaction Expenses (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Transaction Expenses Payment ScheduleInstructions”). . (b) The Estimated Closing Statement shall will be prepared by the Company in accordance with the Agreed Principles. (ii) The Company definitions set forth herein and, in the case of the Estimated Closing Date Balance Sheet, the Estimated Closing Stockholder’s Equity, Estimated Transaction Expenses and Estimated Deposit Instrument Amount, the Accounting Guidelines. Purchaser shall be afforded the opportunity to review the Estimated Closing Statement, and Seller and Bank shall consider in good faith any reasonable written comments or objections to any amounts set forth from Purchaser on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. . (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule. (i) As soon as practicable, but no later than ninety (90) days after the Closing Date, Acquiror shall prepare and deliver to Seller Representative, Acquiror’s good faith proposed calculation of each of (A) the Closing Net Working Capital (as well as the resulting Closing Net Working Capital Surplus (if any) or Closing Net Working Capital Shortfall (if any), as the case may be), (B) the Closing Transaction Expenses, (C) the Closing Cash and (D) the Closing Debt, and, in each case, including (x) reasonably detailed calculations of the components thereof and in a manner consistent with the definitions thereof and (y) a description in reasonable detail of Acquiror’s differences with the Company’s Estimated Closing Statement. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations”. Acquiror agrees to prepare the Proposed Closing Date Calculations in a manner consistent with the Agreed Principles and the other terms and definitions in this Agreement. (ii) If Seller Representative does not give written notice of any dispute with the Proposed Closing Date Calculations or the Earn-Out Statement (each, a “Purchase Price Dispute Notice”) to Acquiror within thirty (30) days of receipt thereof, as applicable, the parties hereto agree that the Proposed Closing Date Calculations, including the calculations of the Final Net Working Capital, the Final Transaction Expenses, the Final Closing Cash, and the Final Closing Debt set forth therein, shall be deemed final and biding, in each case, for all purposes hereunder (including the determination of the Actual Adjustment) and that the Earn-Out Statement, including the Earn-Out Payment set forth therein, shall be deemed to be final and biding for all purposes hereunder. A Purchase Price Dispute Notice must set forth, in reasonable detail, the Seller Representative’s objections to the Proposed Closing Date Calculations or the Earn-Out Statement, as applicable, indicating the items and amounts in dispute and the good faith alternative calculations for such disputed items, and all other items and amounts not so disputed shall be deemed final and binding on the parties for all purposes herein and may not thereafter be disputed. If the Seller Representative gives a Purchase Price Dispute Notice to Acquiror within such thirty (30)-day period, Acquiror and the Seller Representative shall use commercially reasonable efforts to resolve such disputed items during the thirty (30)-day period commencing on the date Acquiror receives the applicable Purchase Price Dispute Notice from the Seller Representative and all such discussions related thereto shall (unless otherwise agreed by Acquiror and the Seller Representative) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If the Seller Representative and Acquiror do not agree upon a final resolution with respect to any disputed items within such thirty (30)-day period, then such remaining items in dispute shall be submitted promptly to the Valuation Firm. Each of Acquiror and the Seller Representative shall, concurrently with the delivery of any work papers, documents, information or material to the Valuation Firm, deliver a copy of such items to the other party. The Valuation Firm shall be required to render a determination of each disputed item that Acquiror and the Seller Representative were unable to resolve within forty-five (45) days after referral of such disputed items to the Valuation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination made by the Valuation Firm with respect to the disputed items shall not exceed or be less than the amounts proposed by the Seller Representative and Acquiror, as the case may be, and shall be based on the Agreed Principles and the terms and conditions of this Agreement, and not by independent review. The Valuation Firm is not authorized to, and shall not, make any other determination, including (A) any determination with respect to any matter included in the Proposed Closing Date Calculations, the Earn-Out Statement or the Purchase Price Dispute Notice, as applicable, other than those matters that were properly submitted for resolution to the Valuation Firm in the Purchase Price Dispute Notice, (B) any determination as to whether the Company Financial Statements were prepared in accordance

Estimated Closing Statement. (i) No later than Within three (3) Business Days prior to the Closing DateInitial Closing, the Company shall prepare and deliver to Acquiror (A) Buyer a statement certificate (the “Estimated Closing Statement”) setting forth certified by an officer of the Company that contains (i) the Company’s good faith estimates and reasonable best estimate of (1A) the Net Working Capital of the Company as of 11:15 p.m. Eastern time on the Closing Date (the “Estimated Net Working Capital”), (B) the amount of Indebtedness of the Company and its Subsidiaries calculated through and including the Initial Closing that will be unpaid immediately prior to the Initial Closing (including final bills and wire transfer instructions as applicable) other than Assumed Indebtedness (which shall be itemized on the Estimated Closing Statement), except to the extent the Assumed Indebtedness exceeds Forty Two Million Eight Hundred Thousand ($42,800,000) (the “Estimated Indebtedness”) (C) the Transaction Expenses calculated through and including the Initial Closing that will be unpaid immediately prior to the Initial Closing, plus the aggregate amount of the Transaction Expenses that will become payable after the Initial Closing, to the extent calculable (the “Estimated Transaction Expenses”), and (D) the Estimated Purchase Price resulting therefrom, in the case of clauses (A)-(D), together with each of the components thereof and reasonably detailed supporting documents for the calculation thereof. The Estimated Closing Certificate and all items included therein will be prepared in accordance with GAAP and the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall will be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider Methodology and will include materials showing in good faith any reasonable comments or objections to any detail the Company’s support and computations for the amounts set forth on included in the Estimated Closing Statement notified to it by Acquiror Certificate. If, prior to the Closing and ifDate, prior Buyer objects in writing to the Closing, the Company and Acquiror agree to make amount of any modification to estimate set forth in the Estimated Closing StatementCertificate, then the Estimated Closing Statement as so modified Company shall be deemed in good faith consider and attempt to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach resolve any such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunderobjections. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. (i) No Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) Purchaser a statement certified by the Company’s chief executive officer and chief financial officer (the “Estimated Closing Statement”) setting forth (a) an estimated consolidated balance sheet of the Target Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles, (b) a good faith calculation of the Company’s good faith estimates estimate of (1) the Estimated Closing Net Debt, Net Working Capital and Transaction Expenses, in each case, as of the Reference Time, in reasonable detail, and (as well as c) the resulting Estimated estimated Exchange Consideration and Exchange Shares to be issued by Pubco at the Closing using the formula in Section 2.2(a) based on such estimates of Closing Net Debt, Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated and Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared subject to the review and the reasonable approval by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on Purchaser. Promptly after delivering the Estimated Closing Statement notified to it by Acquiror prior to the Closing and ifPurchaser, prior to the Closingupon Purchaser’s request, the Company will meet with Purchaser to review and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of discuss the Estimated Closing Statement and the Payment Schedule Company will consider in good faith Purchaser’s comments to the Estimated Closing Statement and make any appropriate adjustments to the Estimated Closing Statement prior to the Closing, as mutually approved by the Company and Purchaser both acting reasonably and in good faith, which adjusted Estimated Closing Statement shall thereafter become the Estimated Closing Statement for all respects in making any payments pursuant to purposes of this Agreement, . The Estimated Closing Statement and all obligations to make such payments the determinations contained therein shall be deemed fulfilled to prepared in accordance with the extent such payments are made Accounting Principles and otherwise in accordance with this Agreement. The Estimated Closing Statement will also include with respect to (i) Closing Net Debt, the Payment Scheduleamount owed to each creditor of any of the Target Companies and, with respect to any Closing Net Debt that Purchaser and the Estimated Closing Statement, including Company agree pursuant to the Earn-Out Payment. None terms of Acquiror or any of its Affiliates (including, after this Agreement to satisfy at the Closing, payment instructions, together with payoff and lien release letters from each Target Company’s creditors in form and substance reasonably acceptable to Purchaser, and (ii) with regard to Transaction Expenses, the Company) or the Seller Representative shall have any liability or obligation amount owed to any Person, including the Sellers each payee thereof and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedulepayment instructions therefor.

Estimated Closing Statement. (ia) No later than At least three (3) Business Days prior to the anticipated Closing Date, the Company shall prepare and deliver to Acquiror (A) the Purchaser a statement statement, executed by an executive officer of the Company confirming and certifying the accuracy of the information therein (the “Estimated Closing Statement”) ), and setting forth in reasonable detail, the Company’s good faith estimates of estimate of: (1i) the Estimated Net Working Capital aggregate amount of the Post-Filing Obligations as of 11:59 pm Pacific time on the day prior to the Closing Date, and a list of each separate Post-Filing Obligation, and, with respect to such Post-Filing Obligation, the Person owed such Post-Filing Obligation, the Contract applicable to such Post-Filing Obligation, the date or dates on which such Post-Filing Obligation became owing, and reasonable details on how such Post-Filing Obligation became owing; (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2ii) the Estimated Transaction Expensesaggregate amount of the Cure Costs as of 11:59 pm Pacific time on the day prior to the Closing Date, including a list of each separate Cure Cost, and, with respect to such Cure Cost, the Person owed such Cure Cost, the Contract applicable to such Cure Cost, the date or dates on which such Cure Cost became owing, and reasonable details on how such Cure Cost became owing; (3iii) the Estimated Terminated Employee Claims as of 11:59 pm Pacific time on the day prior to the Closing Cash and Date; and (4iv) the Estimated Closing Debt, Company Obligations Amount and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Cash Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company calculated in accordance with the Agreed Principlesdefinitions herein. (iib) The Following delivery of the estimated Closing Statement, the Company shall consider in good faith any provide the Purchaser (including its Representatives) with reasonable comments or objections access to any amounts set forth on (and copies of) all Books and Records of the Business related to the Company Obligations as well as access to personnel of the Company, to enable the Purchaser to evaluate the accuracy of the Estimated Closing Statement notified Statement. In the event that the Purchaser disputes one or more of the items to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to be contained in the Estimated Closing Statement, then the Estimated Closing Statement as so modified Purchaser shall be deemed to be the Estimated Closing Statement; provided, that the failure of notify the Company and Acquiror the Parties shall attempt to reach resolve the dispute to the mutual satisfaction of the Parties. Upon resolution of such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of dispute, the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled amended to the extent reflect such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Scheduleresolution.

Estimated Closing Statement. (ia) No later Not less than three five (35) Business Days prior to the date on which the Closing Dateis expected to commence, the Company Seller Representative shall deliver to Acquiror Buyer (Ai) a statement (the “Estimated Closing Statement”) setting forth in reasonable detail the Company’s good faith estimates estimate of (1A) all outstanding Indebtedness of the Company as of the Calculation Time (the “Estimated Closing Indebtedness”), (B) all Closing Expenses as of the Calculation Time (the “Estimated Closing Expenses”), (C) the Estimated Net Working Capital as of the Calculation Time (as well as the resulting “Estimated Net Closing Working Capital”) and the Estimated Closing Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Working Capital Deficiency based thereon, if any, (D) the Cash on Hand as of the Calculation Time (the “Estimated Cash on Hand”), and including, in the case of the foregoing clauses ‎(A) through ‎(D), reasonable supporting information with respect thereto, and (4E) the Estimated Closing DebtPurchase Price Consideration based thereon, and (ii) a schedule (the “Allocation Schedule”) setting forth in reasonable detail, as of the Closing Date and immediately prior to the Effective Time, (A) the name of each Equityholder, and (B) a schedule which shall include with respect to each such Equityholder, under the heading “Liquidation Preference”, the aggregate Liquidation Preference applicable to such Equityholder’s Purchased Company Shares, and (1C) under the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Sellerheading “Pro Rata Share,” such Person’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to Share, in each Seller; and (4) wire instructions for the payments of Debtcase, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared as calculated in good faith by the Company Seller Representative in accordance with the Agreed Principles. distribution provisions of the Company Articles. Upon delivery of the Estimated Closing Statement and the Allocation Schedule, the Company shall provide Buyer and its representatives with reasonable access, upon reasonable notice and during normal business hours, and in a manner that does not unreasonably interfere with the operation of the Company’s business, and subject to the Access Limitations (iiapplied mutatis mutandis), to the work papers (subject to the execution of customary work paper access letters, if requested) The and books and records of the Company used to prepare the Estimated Closing Statement and to personnel of the Company who participated in the preparation of the Estimated Closing Statement to enable Buyer and its representatives to evaluate the accuracy of the Estimated Closing Statement. Prior to the date on which the Closing is expected to commence, the Company and the Seller Representative shall consider in good faith any reasonable Buyer’s comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated calculations set forth therein and the Allocation Schedule. (b) Attached hereto as Exhibit I is an illustrative Allocation Schedule setting forth the methodology for the calculation of the Closing Statement Purchase Price Consideration payable to each Equityholder. Not less than five (5) Business Days prior to the date on which the Closing is expected to commence (as so modified shall be deemed to be part of the delivery of the Estimated Closing Statement; provided), the Company shall deliver to Buyer an updated version of the Allocation Schedule, which shall be updated solely to reflect the Closing Purchase Price Consideration payable to each Equityholder and shall otherwise include the same calculations and follow the same methodologies set forth on the illustrative Allocation Schedule attached hereto as part of Exhibit I. The Allocation Schedule, as updated in accordance with Section ‎2.3(a) and this Section ‎2.3(b), shall be definitive for purposes of the calculations set forth therein and for the allocation of the payments to the Equityholders at the Effective Time. Notwithstanding anything to the contrary herein, the parties hereto acknowledge and agree that (i) the preparation of the Allocation Schedule and the allocations set forth therein are the sole responsibility of the Equityholders and that the failure of Buyer Parties and their respective Affiliates (including, following the Company and Acquiror to reach such mutual agreement will not give any party Effective Time, the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iiiSurviving Company) Acquiror shall be entitled to rely on the Allocation Schedule, without any obligation to investigate or verify the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreementor correctness thereof, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, therewith and (ii) in no event shall the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror Buyer Parties or any of its their respective Affiliates (including, after following the ClosingEffective Time, the Surviving Company) or the Seller Representative shall have any liability or obligation to any Person, Person (including any of the Sellers and the Seller Guarantors, for Equityholders) in connection with any Damages arising from or claims relating to any errors, omissions alleged inaccuracy or inaccuracies miscalculation in the calculations preparation of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in Allocation Schedule and the information allocations set forth on the Estimated Closing Statement therein or the Payment Schedulepayments made in accordance therewith.

Estimated Closing Statement. (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) Buyer a statement (the “Estimated Closing Statement”) ), setting forth the Company’s good faith estimates calculation of (1i) Purchase Price (the “Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)Purchase Price”), (2ii) the Estimated Closing Cash, (iii) Closing Indebtedness, (iv) Closing Net Working Capital, (v) Growth Capex Expenditures and (vi) Transaction Expenses, (3) in each case together with reasonable supporting detail as to each of the Estimated Closing Cash and (4) calculations; provided that notwithstanding the Estimated Closing Debtforegoing calculations of the actual Positive Adjustment Items, and (B) a schedule the sum of such Positive Adjustment Items for which Buyer shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions be responsible for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (32.2(b) each Seller’s Pro Rata Percentage and shall in no event exceed the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”)Positive Adjustment Cap. The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Accounting Principles and shall also set forth the amount to be paid to each Seller at the Closing pursuant to Section 2.2(b). Buyer shall be entitled to comment on and request reasonable changes to the Estimated Closing Statement and the Company shall consider in good faith any reasonable comments or objections changes Buyer proposes to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to and revise such statement if, based on its good faith assessment, such changes are warranted; provided, that in case of any disagreement between the parties, in no case shall such discussions delay the Closing and if, prior the amounts set forth in the Estimated Closing Statement shall be used to consummate the Closing, . The Payoff Letters and the Company and Acquiror agree to make any modification Transaction Expense Invoices will be attached to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. At least two (i) No later than three (32) Business Days prior to the Closing Date, the Company Seller shall deliver to Acquiror (A) Purchaser a statement (the “Estimated Closing Statement”) setting forth (a) the CompanySeller’s good faith estimates calculation of the Estimated Purchase Price, including (1i) the estimated amount of Working Capital (the “Estimated Working Capital Amount”), (ii) the estimated amount of Indebtedness (the “Estimated Indebtedness”), (iii) the estimated amount of Cash (the “Estimated Cash”), (iv) the estimated amount of the Company Transaction Expenses (the “Estimated Company Transaction Expenses”) and (v) the estimated Permitted Acquisition Amount (the “Estimated Permitted Acquisition Amount”), in each case as of the Adjustment Time (except as otherwise set forth in any definition of the foregoing), and (b) the Estimated Net Working Capital (as well as Purchase Price payable to Seller pursuant to Section 3.2, together with reasonable supporting detail of each of the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) calculations set forth in the Estimated Closing Cash Statement. Purchaser shall have the opportunity to review the foregoing estimates and (4) calculations set forth in the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of DebtStatement, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company Seller shall consider in good faith any reasonable comments changes Purchaser proposes in good faith to such estimates and calculations, it being understood that Purchaser shall have no approval rights with respect to the estimates or objections to calculation therein; provided that, in case of any amounts disagreement between the parties, such disagreement shall not delay or prevent the Closing and the estimates and calculations of the Seller set forth on in the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereundercontrol. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. (ia) No later Not less than three five (35) Business Days prior to the anticipated Closing Date, Seller shall provide Purchaser with a good faith estimate of (i) Working Capital and the Company shall deliver Closing Working Capital Adjustment as of the Adjustment Time, (ii) the Indebtedness of the Transferred Entities as of immediately prior to Acquiror the Closing, (Aiii) a statement Unpaid Transaction Expenses as of immediately prior to the Closing, and (iv) the Specified Lease Reduction (if any is expected) (collectively, the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), accompanied by reasonable supporting documentation along with a notice that sets forth (2x) Seller’s determination of the Estimated Transaction Expenses, Closing Purchase Price based on the foregoing (3) such calculation of the Closing Purchase Price in the Estimated Closing Cash Statement, the “Estimated Closing Purchase Price”), and (4y) the account or accounts to which Purchaser shall transfer the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing Price pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and 2.03. Seller shall consider in good faith any comments made by Purchaser prior to the portion of Closing Date with respect to the Estimated Total Stock Purchase Consideration attributable to each Seller; and Closing Statement (4including any calculations set forth therein). (b) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in good faith in accordance with the Agreed accounting principles, practices, procedures and methodologies attached as Schedule I hereto (collectively, the “Transaction Accounting Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts ”), including the use of the same line item categories set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and ifAnnex A of Schedule I, prior to the Closingwhich sets forth a sample calculation of Working Capital as of February 28, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder2022. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. (i) No Not later than three the fifth (35th) Business Days Day prior to the Closing Date, SD Seller (on behalf of the Sellers and the Company Group) shall prepare and deliver to Acquiror Buyer (Ax) a statement an estimated closing statement, with reasonably supporting detail and in the form attached hereto as Exhibit B (the “Estimated Closing Statement”) ), executed by an officer of Satcom Direct setting forth the CompanySellers’ and the Company Group’s reasonable and good faith estimates estimated calculation of the Closing Date Cash Consideration (1the “Estimated Closing Date Cash Consideration”) and the Estimated following components thereof: (i) Net Working Capital (as well as the resulting “Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)Capital”), (2ii) Closing Cash Balance (the “Estimated Closing Cash Balance”), (iii) Company Group Debt (the “Estimated Company Group Debt”), (iv) Selling Expenses (the “Estimated Selling Expenses”), (v) the Closing Company Group Bonus Payments (the “Estimated Transaction ExpensesClosing Company Group Bonus Payments”), and (3vi) based on the estimates set forth in clauses (i) through (v), with respect to each Seller, the Pro Rata Share of the Estimated Closing Date Cash and Consideration such Seller will receive at Closing (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonusessum of each Seller’s Pro Rata Share of the Estimated Closing Date Cash Consideration shall not exceed the Estimated Closing Date Cash Consideration in the aggregate) and (y) the Payment Information, to be made to as set forth in the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”)Spreadsheet. The Estimated Closing Statement shall is to be (a) prepared by the Company in accordance with the Agreed principles set forth on Exhibit D (the “Accounting Principles. ”), and (iib) The based on Sellers’ and the Company Group’s books and records and other information available at the time. SD Seller (on behalf of the other Sellers and the Company Group) shall consider in good faith any reasonable comments or objections to any amounts set forth on that Buyer may have in respect of the Estimated Closing Statement notified to it by Acquiror prior to Statement. From the Closing and if, prior to Effective Time until the Closing, the Company Parent Companies shall not, and Acquiror agree to shall not permit any of their respective Subsidiaries to, make any modification dividend or distributions of Cash or incur any Company Group Debt or Selling Expenses (other than incurrences of obligations due to the Estimated passage of time in the Ordinary Course of Business, such as accrued interest), or use any Cash to pay or repay amounts that would constitute Closing StatementCompany Group Bonus Payments, then Selling Expenses or Company Group Debt except in each case, to the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of extent set forth in the Estimated Closing Statement and reflected in the Payment Schedule in all respects in making any payments pursuant to this Agreementcalculation of Estimated Closing Date Cash Consideration therein, and all obligations to make any such payments shall be deemed fulfilled to changes between the extent such payments Effective Time that are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on in the Estimated Closing Statement or and so reflected in the Payment Schedulecalculation of Estimated Closing Date Cash Consideration shall be included in the calculation of Final Closing Date Cash Consideration (as applicable) and any applicable component thereof.

Estimated Closing Statement. (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a A written closing statement (the “Estimated Closing Statement”) setting forth Sellers’ Representative’s calculation of each component of the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash Purchase Price and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payment information with respect to each Person receiving payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”)2.3. The Estimated Closing Statement shall be prepared by include the following information: (i) an estimated unaudited balance sheet of the Company as of the Effective Time, prepared in accordance with GAAP and without giving effect to the Agreed Principles.Transactions (the “Estimated Balance Sheet”); (ii) The Company shall consider in Sellers’ Representative’s good faith any reasonable comments or objections to any amounts set forth estimate, based on the Estimated Closing Statement notified to it by Acquiror Balance Sheet and in accordance with GAAP, of each of the following: (A) Net Working Capital as of the Effective Time (“Estimated Net Working Capital”); (B) Excess Cash of the Company as of the Effective Time (“Estimated Excess Cash”); (C) Indebtedness of the Company as of immediately prior to the Closing (“Estimated Indebtedness”) ([***]); and if(D) unpaid Transaction Expenses, prior to including a list of all such Transaction Expenses payable immediately upon the Closing, and wiring instructions for payment thereof (“Estimated Transaction Expenses”); notwithstanding anything in this Agreement to the contrary, Excess Cash, Net Working Capital, Indebtedness of the Company and Acquiror agree Transaction Expenses will be determined without giving any effect to make any modification transactions occurring at the Closing (including any Cash contributed to the Estimated Closing Statement, then Company by Purchaser after the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing StatementClosing); provided, that any payment made by Purchaser to the failure Company in respect of the Company Promissory Notes shall be included in Cash and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunderExcess Cash. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors(A) Adjustment Amount based on such estimated calculations (indicating each component thereof) (the “Estimated Adjustment Amount”), omissions or inaccuracy in the information set forth on the (B) Estimated Purchase Price (indicating each component thereof) and (C) Estimated Closing Statement or the Payment Schedule(indicating each component thereof), in each case, based on such estimated calculations; and (iv) reasonable supporting documentation for such estimated calculations.

Estimated Closing Statement. (i) No later than three (3) Business Days prior to the Closing Date, the Company Seller shall deliver (but Seller agrees to Acquiror use commercially reasonable efforts to deliver within five (A5) Business Days prior to the Closing) to Purchaser a statement (the “Estimated Closing Statement”) ), prepared in good faith, setting forth the Company’s good faith estimates (a) an estimate of (1i) the Closing Cash (the “Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)Closing Cash”), (2ii) the Closing Indebtedness (the “Estimated Transaction ExpensesClosing Indebtedness”), (3iii) the Closing Selling Expenses (the “Estimated Closing Cash and Selling Expenses”), (4iv) the Estimated Closing DebtWorking Capital Surplus, if any, and (B) a schedule which shall include (1v) the Estimated Total Stock Purchase ConsiderationWorking Capital Deficit, if any, and (2b) wire instructions for on the payments to be made to NewCo at basis of the foregoing, an estimated calculation of the Closing pursuant to Section 2.3(b), Consideration (3) each Seller’s Pro Rata Percentage and the portion of the “Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment ScheduleClosing Consideration”). The Estimated Closing Statement and all of the calculations and estimates set forth therein shall be prepared by the Company in accordance with the Agreed Accounting Principles. (ii) . The Company Estimated Closing Statement shall consider include a breakdown and reasonable detail in good faith any support of the foregoing amounts and calculations. The Target Companies shall provide Purchaser and its Representatives with reasonable comments or objections access to any amounts set forth the relevant work papers of the Target Companies in preparing such estimates and the Target Companies will make available during normal business hours such of its Representatives as are reasonably necessary to assist Purchaser for the purpose of facilitating Purchaser’s review of the Estimated Closing Statement. Purchaser shall have the opportunity to review and comment on the Estimated Closing Statement notified and, if Purchaser disagrees with any item set forth in such statement, Seller and Purchaser will work in good faith to it attempt to resolve any such disagreement by Acquiror mutual agreement prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make provided, that if any modification to disagreement remains unresolved, Seller’s estimates or calculations, as applicable, will be used on the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

Estimated Closing Statement. (ia) No later less than three ten (310) Business Days prior to the date on which the Closing Dateis expected to occur, Seller shall cause to be prepared and delivered to Buyer, at the Company shall deliver to Acquiror (A) sole expense of Seller, a written statement (the “Estimated Closing Statement”) setting that sets forth the Companyin reasonable detail Seller’s good faith estimates estimate of: (i) a consolidated balance sheet of the Companies as of the Measurement Time (1the “Estimated Closing Balance Sheet”); (ii) the Tangible Common Equity (the “Estimated Tangible Common Equity”); (iii) the Purchase Price Premium (the “Estimated Purchase Price Premium”); (iv) the Estimated Net Working Capital Loan Reserve Adjustment; (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2v) the Loan ▇▇▇▇ Amount (the “Estimated Loan ▇▇▇▇ Amount”); (vi) the Transaction Expenses in accordance with Section 2.09 (the “Estimated Transaction Expenses”); and (vii) the Estimated Purchase Price, based on the calculations in the foregoing clauses (ii) through (vi). (b) The Estimated Closing Balance Sheet, Estimated Tangible Common Equity, Estimated Purchase Price Premium, Estimated Loan Reserve Adjustment, Estimated Loan ▇▇▇▇ Amount, Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion calculation of the Estimated Total Stock Purchase Consideration attributable to each Seller; Price shall, as applicable, be (i) prepared and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company determined in accordance with the Agreed Principles. GAAP, (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on compiled from the Estimated Closing Statement notified to it by Acquiror prior to the Closing books and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure records of the Company Companies and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled (except as otherwise provided herein with respect to rely on CECL) prepared in a manner consistent with the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreementpreparation of, and all obligations to make such payments shall be deemed fulfilled to contain the extent such payments are made in accordance with this Agreementsame line items as, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment ScheduleReference Balance Sheet.

Estimated Closing Statement. (ia) No later Not less than three five (35) Business Days prior to the Closing Date, the Company Seller shall prepare and deliver to Acquiror (A) Buyer a written closing statement certified by the Chief Financial Officer of Seller (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1i) the Estimated Closing Net Working Capital, including the resulting Estimated Closing Net Working Capital Overage (if any, expressed as well as the resulting a positive number) or Estimated Closing Net Working Capital Surplus Shortage (if any) or Estimated Net Working Capital Shortfall (if any), expressed as a negative number), (2ii) the Estimated Indebtedness, expressed as a negative number, (iii) the Estimated Transaction Expenses, expressed as a negative number and (3iv) the Estimated Closing Cash and (4) the Estimated Closing DebtCash, expressed as a positive number, and (B) including a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion reasonably detailed calculation of the Estimated Total Stock Purchase Consideration attributable to each Seller; components of Net Working Capital, Indebtedness, Transaction Expenses and (4) wire instructions for the payments of DebtClosing Cash, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The which Estimated Closing Statement shall be prepared by the Company in accordance good faith and on a basis consistent with the Agreed Principles.preparation of the Financial Information and the calculation of Net Working Capital set forth in Exhibit B. (b) After delivery of the Estimated Closing Statement, Seller shall, and shall cause the Companies to, (i) reasonably assist Buyer and its Representatives in Buyer’s review of the Estimated Closing Statement, and (ii) The Company give Buyer reasonable access to and copies of the books and records of Seller and the Companies and reasonable access to relevant personnel thereof (including any auditors or accountants) for the purpose of reviewing the Estimated Closing Statement. Such access rights shall be exercised during normal business hours, upon reasonable prior notice and in a manner that does not unreasonably interfere with the operations of the Companies. Seller shall consider in good faith any reasonable comments or objections on the Estimated Closing Statement submitted by Purchaser and shall make any mutually agreed upon changes to any amounts the Estimated Closing Statement in response thereto, which version shall be delivered to Buyer at least one (1) Business Day prior to the Closing Date and shall be used at Closing as the basis for determining the Estimated Adjustment; provided, that if the parties do not mutually agree upon the calculations to be included in the Estimated Closing Statement, Seller’s calculations shall be used at the Closing as the basis for determining the Estimated Adjustment. (c) The sum of the Estimated Closing Net Working Capital Overage (if any), the Estimated Closing Net Working Capital Shortage (if any), the Estimated Indebtedness, the Estimated Transaction Expenses and the Estimated Closing Cash set forth on the Estimated Closing Statement notified shall increase the Closing Payment (if such sum is a positive number) or reduce the Closing Payment (if such sum is a negative number) pursuant to it by Acquiror prior Section 2.01. The aggregate amount of such increase or reduction to the Closing and ifPayment, prior as applicable, is referred to as the Closing, the Company and Acquiror agree to make any modification to the “Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunderAdjustment”. (iiid) Acquiror At 12:01 a.m. Pacific Time on the Closing Date (or at such other day or time as mutually agreed by Buyer and Seller), the Companies shall conduct a physical count of all Cage Cash (and any other Cash required to be counted in connection with the Transaction by any Gaming Authority) held by the Companies, their Subsidiaries and the Casinos (the “Cash Count”). The Cash Count shall be conducted in accordance with the policies, procedures and methodologies mutually agreed by the parties and otherwise as set forth in this Section 3.01(d). Each of Buyer and Seller shall be entitled to rely have Representatives present during the Cash Count, which Representatives shall have full access to the Cash Count proceedings and cooperate in good faith to resolve any disputes regarding the conduct of the Cash Count. The results of the Cash Count shall, absent manifest error, be binding on the accuracy Parties for the purpose of determining the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment ScheduleCash.

Estimated Closing Statement. (ia) No later than three At least five (35) Business Days prior to the Closing Date, the Company Seller shall deliver to Acquiror (A) the Buyer a written statement (the “Estimated Closing Statement”) setting that shall include and set forth the CompanySeller’s good faith estimates estimate of (1i) Net Working Capital (the “Estimated Net Working Capital”), including the calculation showing each of the components of Net Working Capital, (ii) Net Indebtedness (the “Estimated Net Indebtedness”) (with each of Estimated Net Working Capital (as well as the resulting and Estimated Net Working Capital Surplus (if any) or Indebtedness and, except for the Income Tax Liability Accrual and Transaction Expenses included in the calculation of the Estimated Net Working Capital Shortfall Indebtedness (if any)which items shall be calculated giving effect to the Transactions), (2) without giving effect to the Estimated Transactions), including a calculation showing each of the components of Net Indebtedness, including Indebtedness, Cash and Transaction Expenses, and (3iii) on the basis of the foregoing, a calculation of the Closing Cash Consideration (the “Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Applicable Accounting Principles. , using the same accounting principles, practices, procedures, policies and methods, with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies that were employed in the preparation of Exhibit D. At least five (ii5) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror Business Days prior to the Closing Date, Seller shall make available to Buyer and if, prior its Representatives the work papers (subject to the Closingexecution of customary work paper access letters, the Company if requested) and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company other books and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of records used in preparing the Estimated Closing Statement and reasonable access to employees of the Payment Schedule Companies and their respective Subsidiaries as Buyer may reasonably request in all respects in making any payments pursuant to this Agreementconnection with its review of such statements, and all obligations to make will otherwise cooperate in good faith with Buyer’s and its Representatives review of such payments statements and shall be deemed fulfilled to the extent such payments are made take into consideration in accordance with this Agreement, the Payment Schedule, and good faith any comments of Buyer on the Estimated Closing Statement. Notwithstanding the foregoing, including the Earn-Out Payment. None of Acquiror or in no event will any of Buyer’s rights be considered waived, impaired or otherwise limited as a result of Buyer not making an objection prior to the Closing or its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies making an objection that is not fully implemented in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the a revised Estimated Closing Statement or the Payment ScheduleStatement.

Estimated Closing Statement. (ia) No later than three (3) At least five Business Days prior to the Closing Date, the Company shall Sellers will deliver to Acquiror Buyer: (Ai) an unaudited, combined balance sheet of the Acquired Entities as of the Effective Time (the “Estimated Closing Balance Sheet”) and (ii) a statement (the “Estimated Closing Statement”) setting forth the Company’s out their good faith estimates estimate of the amount of (1A) Cash as of the Effective Time, (B) Indebtedness as of immediately prior to the Closing (“Estimated Indebtedness”), (C) Target Transaction Expenses as of immediately prior to the Closing (“Estimated Target Transaction Expenses”) and (D) Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Effective Time, together with their resulting calculation of the estimated Purchase Consideration attributable to each Seller; and Price (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment ScheduleEstimated Purchase Price”). The Estimated Closing Statement shall will be prepared by on a combined basis and in a manner consistent with the Company in accordance definitions of the terms Cash, Indebtedness, Target Transaction Expenses and Net Working Capital and with the Agreed Accounting Principles. (iib) Following Sellers’ delivery of the Estimated Closing Balance Sheet and Estimated Closing Statement and until the Closing, the Sellers will, and will cause the Acquired Entities to, reasonably assist Buyer and its Representatives in the review of the Estimated Closing Balance Sheet and Estimated Closing Statement and provide Buyer and its Representatives with reasonable access to the books, records (including work papers, schedules, memoranda and other documents), supporting data and employees of the Acquired Entities and the Sellers who were involved in the preparation of the Estimated Closing Balance Sheet and Estimated Closing Statement for purposes of their review. The Company Sellers shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it delivered by Acquiror Buyer at least three Business Days prior to the Closing Date in respect of such Estimated Closing Balance Sheet and ifEstimated Closing Statement; provided, if Buyer and the Sellers are unable to agree on any amendments to the Estimated Closing Balance Sheet or Estimated Closing Statement prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Balance Sheet and Estimated Closing Statement as so modified delivered by Sellers to Buyer shall not be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunderamended. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.