Common use of Estimated Closing Statement Clause in Contracts

Estimated Closing Statement. The Company shall deliver to Parent, no later than three (3) Business Days prior to the Closing, a statement (the “Estimated Closing Statement”) setting forth good faith estimates of (i) the Working Capital and Estimated Working Capital Adjustment, (ii) the Indebtedness of the Company on the Closing Date but immediately prior to the Closing (the “Closing Date Indebtedness”), (iii) the 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, (v) the Estimated Balance Sheet and (vi) the Estimated Total 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 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 “Estimated Working Capital”, the “Estimated Closing Date Indebtedness” and the “Estimated Closing Date Cash”, respectively. The Company shall also deliver to Parent (1) its calculations of the following (each determined in accordance with the definitions thereof as of the Closing and based on the Estimated 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 each such Equityholder, and (C) based on the calculations described above, the portion of the Merger Consideration, Option Payments and Warrant Payments to be received by each such Equityholder.

Estimated Closing Statement. The Company shall deliver to Parent, no later Not less than three (3) seven Business Days prior to the Closinganticipated Closing Date, the Company shall deliver to Parent a written statement (the “Estimated Closing Statement”) along with reasonable supporting documents setting forth in reasonable detail its good faith estimates calculation of (i1) the Working Capital and estimated amount of Cash as of the Measurement Time (“Estimated Working Capital AdjustmentCash”), (ii2) the estimated amount of Indebtedness outstanding as of the Company on the Closing Date but immediately prior to the Closing Measurement Time (the “Closing Date Estimated Indebtedness”), (iii3) the Cash Equivalents on hand at estimated amount of unpaid Transaction Expenses as of the Measurement Time (“Estimated Transaction Expenses”), (4) the estimated Net Working Capital as of the Measurement Time (“Estimated Net Working Capital”), (5) the estimated Capital Expenditure Adjustment Amount as of the Measurement Time (“Estimated Capital Expenditure Adjustment Amount”), and (6) the preliminary balance sheet of the Company on as of the Measurement Time, in each case calculated in accordance with the Accounting Principles and in the same form as the Sample Closing Date but immediately Statement. (i) The Company shall provide Parent and its Representatives all supporting documentation reasonably requested by Parent in connection with Parent’s review of the Estimated Closing Statement and reasonable access to the books and records of the Company (including financial records and supporting documents) and to Representatives of the Company, in each case, used to prepare the Estimated Closing Statement, prior to the Closing (Date. Parent may, until the “Business Day prior to the Closing Date Cash”)Date, (iv) provide the Company Transaction Expenses, (v) with comments to the Estimated Balance Sheet Closing Statement and (vi) the Company shall consider such comments in good faith and shall revise the Estimated Total Cash Equity PriceClosing Statement by no later than the Business Day prior to the Closing Date, if, based on its good faith assessment of Parent’s comments, the Company determines such changes are warranted, which revised statement shall be deemed the Estimated Closing Statement for all purposes of this Agreement. For the avoidance of doubt, these estimates Parent shall have no obligation to comment on the Estimated Closing Statement. (and ii) For purposes of calculating 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 value of the Company Transaction Expenses and the Management Retention Bonuses, at or prior to Closing, as contemplated by Section 2.8 and (y) inventory in the case of the connection with calculating Closing Net Working Capital, an accrual for the aggregate Pro-Rata Bonuses to be paid by the Surviving Corporation after the Closing in accordance with Section 2.8Date, a physical inventory count will be conducted by Parent. Parent and such Representatives of Parent as Parent may designate, shall determine the nature, quantities and condition (i.e., usability and salability) of all inventory, including the identification of obsolete, damaged and slow-moving items. The estimates inventory used to calculate Closing Net Working Capital shall reflect any adjustment to the actual amount of Working Capital, Closing Date Indebtedness and Closing Date Cash provided in the Estimated Closing Statement are referred to herein as the “Estimated Working Capital”, the “Estimated Closing Date Indebtedness” and the “Estimated Closing Date Cash”, respectively. The Company shall also deliver to Parent (1) its calculations of the following (each determined in accordance with the definitions thereof inventory held as of the Closing and based on the Estimated 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 each such Equityholder, and (C) based on the calculations described above, the portion date of the Merger Considerationfull physical inventory count for the location(s) counted (through the inventory count procedures, Option Payments and Warrant Payments as recorded by Parent) which shall be rolled back to be received by each such Equityholderthe Measurement Time.

Estimated Closing Statement. The Company shall deliver to Parent, no later Not fewer than three (3) five Business Days prior to the Closinganticipated Closing Date, the Company will deliver to Buyer a statement written certificate provided by the Executive Vice President, Finance of the Company (the “Estimated Closing Statement”) setting forth: (a) a schedule (the “Funded Debt Payment Schedule”) setting forth good faith estimates the amount necessary to fully discharge the Funded Debt outstanding as of (i) the Working Capital and Estimated Working Capital Adjustment, (ii) the Indebtedness of the Company on the Closing Date but immediately prior to the Closing Effective Time, together with wire transfer instructions for each Person listed on the Funded Debt Payment Schedule; (b) a schedule (the “Closing Date IndebtednessCash and Cash Equivalents Schedule”), (iii) setting forth the Cash and Cash Equivalents on hand at as of the Company on end of the Closing Date but immediately prior to the Closing preceding Business Day (accompanied by documentation reasonably substantiating such amount); (c) a schedule (the “Closing Date CashTransaction Expense Payment Schedule”), (iv) setting forth the Company Transaction Expenses, (v) the Estimated Balance Sheet and (vi) the Estimated Total 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 amount of the Company Transaction Expenses and the Management Retention Bonuses, at or as of immediately prior to Closingthe Effective Time, as contemplated by Section 2.8 and together with wire transfer instructions for each Person listed on the Transaction Expense Payment Schedule; and (yd) in a schedule (the case of the Working Capital, an accrual for the aggregate Pro-Rata Bonuses to be paid by the Surviving Corporation after “Closing Payments Schedule”) setting forth 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 “Estimated Working Capital”, the “Estimated Closing Date Indebtedness” and the “Estimated Closing Date Cash”, respectively. The Company shall also deliver to Parent (1) its calculations of the following (each determined in accordance with the definitions thereof as of the Closing and based on the Estimated Total Cash Equity Price): Common Merger Consideration, Common Per-the Per Share Merger Consideration, Fully-Diluted the amounts to be paid at the Effective Time to each Person entitled to receive a payment pursuant to Section 1.8(a) and the net amount each such Person will receive after repayment of any loans for which such Person’s Company Common StockShares are pledged as collateral (the “Net Amount”), which will be updated after the close of business on the Business Day immediately preceding the Closing Date to reflect any change in the amount of the Funded Debt, the Cash and Cash Equivalents and/or Company Transaction Expenses as of the close of business on the Business Day immediately preceding the Closing Date from the amounts set forth in the Funded Debt Payment Schedule, Cash and Cash Equivalents Schedule and/or the Transaction Expense Payment Schedule. (e) The Parties agree that Buyer and Merger Consideration, Option In-Sub will be entitled to (i) review and make reasonable objections to 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 matters and Total Series C-1 Preferred Merger Preference amounts set forth in the Closing Statement and the update thereto contemplated by Section 2.1(d) and (2ii) a detailed schedule setting forth (A) rely on the name of each EquityholderClosing Statement, (B) the number of shares of Common Stockas so updated, Preferred Stock, Options and Warrants held by each such Equityholderin making payments under Article II, and (C) based on Buyer and Merger Sub will not be responsible for the calculations described aboveor the determinations of the Company regarding such calculations in the Closing Statement, including any update. The Company will cooperate, and will cause its Subsidiaries to cooperate, with Buyer and Merger Sub in the review of the Closing Statement, including any update, and, if applicable, the portion Company’s response to a Closing Statement objection, including providing Buyer and Merger Sub and its representatives with reasonable access during normal business hours to the relevant books, records and finance employees of the Merger Consideration, Option Payments and Warrant Payments to be received by each such Equityholderforegoing.

Estimated Closing Statement. The Company shall deliver to Parent, no later Not less than three five (35) Business Days prior to the ClosingClosing Date, the Company shall deliver to Acquiror (a) a written statement (the “Estimated Closing Statement”) setting forth good faith estimates of (i) the Company’s good faith estimate of (A) Closing Date Net Working Capital (the “Estimated Net Working Capital”), (B) Closing Date Funded Debt (“Estimated Funded Debt”), (C) Closing Date Cash (the “Estimated Cash”), and (D) Closing Date Outstanding Company Expenses (the “Estimated Working Capital Adjustment, Outstanding Company Expenses”) and (ii) the Indebtedness Company’s good faith calculation of (A) the Estimated Net Working Capital Adjustment Amount and (B) based on the foregoing and the 2023 EBITDA Adjustment Amount, the Estimated Merger Consideration, (b) a schedule setting forth the Outstanding Company Expenses and, if payable, or to be paid, on the Closing Date but immediately prior to the Closing (the “Closing Date Indebtedness”)Date, (iii) the 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, (v) the Estimated Balance Sheet wire instructions therefor and (vic) substantially final drafts of the Payoff Letters. The Estimated Total Cash Equity Price. For the avoidance of doubtClosing Statement, these estimates (and the calculations resulting therefrom) components thereof, 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 paid by the Surviving Corporation after the Closing prepared in accordance with Section 2.8. The estimates the definitions of Closing Date Net Working Capital, Closing Date Indebtedness Funded Debt, Closing Date Cash and Closing Date Cash provided in Outstanding Company Expenses and the Agreed Principles. From the date the Estimated Closing Statement are referred to herein as the “Estimated Working Capital”, the “Estimated Closing Date Indebtedness” and the “Estimated Closing Date Cash”, respectively. The Company shall also deliver to Parent is delivered until one (1) Business Day prior to the Closing Date, the Company shall provide Acquiror and its calculations representatives reasonable access to the books and records of the following (each determined in accordance with Company and its Subsidiaries and the definitions thereof as personnel of the Closing Company and based on its Subsidiaries that prepared the Estimated Total Cash Equity Price): Common Merger ConsiderationClosing Statement, Common Per-Share Merger Considerationin each case, Fully-Diluted Common Stock, Merger Consideration, Option In-which Acquiror reasonably requests for 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 purpose of reviewing the Estimated Closing Statement. Acquiror shall be entitled to request reasonable changes to the Estimated Closing Statement after receipt thereof and Total Series C-1 Preferred Merger Preference the Company shall consider in good faith any such comments or changes Acquiror so proposes; provided that the Company shall have no obligation to make any such changes 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 each such Equityholder, and (C) based on the calculations described above, the portion in no event shall any review of the Merger ConsiderationEstimated Closing Statement by Acquiror, Option Payments and Warrant Payments to be received by each such Equityholderor any dispute relating thereto, delay or prevent the Closing.

Estimated Closing Statement. The Company shall deliver to Parent, no Not later than three five (35) Business Days prior to the ClosingClosing Date, Seller shall prepare or cause to be prepared in good faith and deliver to Buyer the following documents: (i) An estimated balance sheet of the Company (the “Estimated Closing Balance Sheet”) as of the Effective Time, together with a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail Seller’s good faith estimates of (i) the Working Capital and Estimated Working Capital Adjustment, (ii) the Indebtedness of the Company on the Closing Date but immediately prior to the Indebtedness (“Estimated Closing (the “Closing Date Indebtedness”), (iii) Transaction Expenses, Closing Cash, Working Capital, and resulting calculations of the Cash Equivalents on hand at the Company on the Closing Date but immediately prior to the Closing Net Working Capital Adjustment (the “Closing Date CashEstimated Net Working Capital Adjustment”), (iv) the Company Transaction Expenses, (v) the Estimated Balance Sheet and (vi) the Estimated Total 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 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 Payment, in each case as of the Effective Time as derived from the Estimated Closing Balance Sheet. If the Estimated Net Working Capital Adjustment is a positive number, such number shall be referred to herein as the “Estimated Working CapitalNWC Surplus”, and if the Estimated Net Working Capital Adjustment is a negative number or zero (0), the absolute value of such amount shall be referred to herein as the “Estimated Closing Date NWC Deficit.” Exhibit I sets forth, for illustrative purposes only, a calculation of the Indebtedness” , Transaction Expenses, Cash, Working Capital, and the “Estimated Closing Date Cash”, respectively. The Company shall also deliver to Parent (1) its calculations resulting calculation of the following Net Working Capital Adjustment, as of September 30, 2020 (each determined the “Sample Closing Statement”), prepared and calculated in accordance with GAAP. The Estimated Closing Statement (including the definitions thereof as amounts of Estimated Closing Indebtedness, Transaction Expenses, Closing Cash, Working Capital and resulting Estimated Net Working Capital Adjustment set forth therein) shall be in the format set forth in the Sample Closing Statement, and based on the Estimated Total Cash Equity Price): Common Merger ConsiderationClosing Balance Sheet and the Estimated Closing Statement shall be prepared and calculated in good faith by Seller in accordance with GAAP, 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 in each case unless otherwise agreed by Seller and Total Series C-1 Preferred Merger Preference and Buyer. Until two (2) a detailed schedule setting forth Business Days prior to the Closing Date, Buyer may propose, and Seller will consider in good faith but is under no obligation to agree to, revisions to the Estimated Closing Balance Sheet and the Estimated Closing Statement. Unless Seller agrees to any such changes, the Estimated Closing Statement delivered by Seller shall be used for purposes of calculating the Net Working Capital Adjustment. (ii) A flow of funds memorandum (the “Flow of Funds Memorandum”) containing (x) the accounts and wire instructions for (A) the name of each EquityholderSeller, (B) all intended recipients of payments and applicable amounts with respect to the number of shares of Common Stock, Preferred Stock, Options and Warrants held by each such Equityholder, Estimated Closing Indebtedness and (C) based on all intended recipients of payments and applicable amounts with respect to the calculations described aboveestimated Transaction Expenses, and (y) an acknowledgement and agreement, duly executed by Seller, that the portion Funds Flow Memorandum sets forth a true and correct calculation of the Merger Considerationamounts set forth therein (or a good faith estimate, Option Payments in the case of the Estimated Closing Indebtedness and Warrant Payments to be received by each such Equityholderestimated Transaction Expenses).

Estimated Closing Statement. The Company shall deliver to Parent, no Not later than three five (35) Business Days prior to the ClosingClosing Date, the Company shall deliver to Parent a statement certified by the Company’s chief executive officer (the “Estimated Closing Statement”) setting forth good faith estimates of the Merger Consideration (iaccounting for any adjustments pursuant to Sections 2.7 and 9.2(a) the Working Capital hereof) and Estimated Working Capital Adjustment, (ii) the Indebtedness of the Company on resulting Merger Consideration Shares to be issued by Parent at the Closing Date but immediately prior using the formula in Section 2.7(a), which Estimated Closing Statement shall be subject to the Closing (the “Closing Date Indebtedness”), (iii) the 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, (v) the Estimated Balance Sheet and (vi) the Estimated Total Cash Equity Price. For the avoidance of doubt, these estimates (review 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 reasonable approval by Section 2.8 and (y) in the case of the Working Capital, an accrual for the aggregate Pro-Rata Bonuses to be paid by the Surviving Corporation Parent. Promptly after the Closing in accordance with Section 2.8. The estimates of Working Capital, Closing Date Indebtedness and Closing Date Cash provided in delivering the Estimated Closing Statement are referred to herein as the “Estimated Working Capital”Parent, the “Company will meet with Parent to review and discuss the Estimated Closing Date Indebtedness” Statement and the “Company will consider in good faith Parent’s comments to the Estimated Closing Date Cash”Statement and make any appropriate adjustments to the Estimated Closing Statement prior to the Closing, respectivelyas mutually approved by the Company and Parent 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. The Company Estimated Closing Statement and the determinations contained therein shall also deliver to Parent (1) its calculations of the following (each determined be prepared in accordance with GAAP or other applicable accounting principles and otherwise in accordance with this Agreement. Schedule 2.7 sets forth an illustrative statement prepared in good faith by the definitions thereof Company in cooperation with Parent setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the Closing date set forth therein, the calculation of the Company Valuation as adjusted as contemplated herein, and based on the Estimated 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 resulting Merger Consideration and Total Series C-1 Preferred Merger Preference Consideration Shares, if the Closing had occurred on such date, in each case prepared 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 each such Equityholder, and (C) based on the calculations described above, the portion of the Merger Consideration, Option Payments and Warrant Payments to be received by each such Equityholdercalculated in accordance with this Agreement.

Estimated Closing Statement. The Company shall deliver to Parent, no later than three At least five (35) Business Days prior to the ClosingClosing Date, the Company shall deliver to Parent a statement prepared on a consistent basis with the Sample Working Capital Statement and that is reasonably acceptable to Parent (the “Estimated Closing Statement”) setting forth in reasonable detail the Company’s good faith estimates estimate of (i) the Closing Working Capital and Estimated the Closing Working Capital AdjustmentAdjustment Amount, (ii) the Indebtedness of the Company on the in each case including all components thereof, Closing Date but immediately prior to the Closing (the “Closing Date Indebtedness”), (iii) the 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, (v) the Estimated Balance Sheet and (vi) the Estimated Total 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 Closing Cash Adjustment Amount and Pre-Closing Taxes (other than Taxes that are solely Liabilities of Restructuring Sub or any of the Company Transaction Expenses and the Management Retention Bonuses, at or prior to Closing, as contemplated by Section 2.8 and Remainderco Subsidiaries) (y) in the case of the Working Capital, an accrual for the aggregate Pro-Rata Bonuses to be 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 “Estimated Working Capital”such estimates, the “Estimated Closing Date IndebtednessWorking Capital,” and the “Estimated Closing Date Working Capital Adjustment Amount,” “Estimated Closing Cash”,” “Estimated Closing Cash Adjustment Amount,” and “Estimated Pre-Closing Taxes,” respectively), respectivelyaccompanied by reasonably detailed back-up documentation for such calculations. The Company shall also deliver to Parent (1) its calculations of prepare the following (each determined Estimated Closing Statement in accordance with GAAP as consistently applied by the definitions thereof as Company for pre-Closing periods and, to the extent consistent with GAAP, 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 the Sample Working Capital Statement. The Company shall make available to Parent and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing the Estimated Closing Statement and based reasonable access to employees of the Company as Parent may reasonably request in connection with its review Table of Contents of such statements, and will otherwise cooperate in good faith with Parent’s and its Representatives review of such statements and shall take into consideration in good faith any comments of Parent on the Estimated Total Cash Equity Price): Common Merger ConsiderationClosing Statement, Common Per-Share Merger Considerationas applicable. Notwithstanding the foregoing, Fully-Diluted Common Stockin no event will any of Parent’s rights be considered waived, Merger Considerationimpaired or otherwise limited as a result of Parent not making an objection prior to the Closing or its making an objection that is not fully implemented in a revised Estimated Closing Statement, 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 each such Equityholder, and (C) based on the calculations described above, the portion of the Merger Consideration, Option Payments and Warrant Payments to be received by each such Equityholderas applicable.

Estimated Closing Statement. The Company shall deliver to Parent, no later Not less than three (3) seven Business Days prior to the Closinganticipated Closing Date, the Company shall deliver to Parent a written statement (the “Estimated Closing Statement”) along with reasonable supporting documents setting forth in reasonable detail its good faith estimates calculation of (i1) the Working Capital and estimated amount of Cash as of the Measurement Time (“Estimated Working Capital AdjustmentCash”), (ii2) the estimated amount of Indebtedness outstanding as of the Company on the Closing Date but immediately prior to the Closing Measurement Time (the “Closing Date Estimated Indebtedness”), (iii3) the Cash Equivalents on hand at estimated amount of unpaid Transaction Expenses as of the Measurement Time (“Estimated Transaction Expenses”), (4) the estimated Net Working Capital as of the Measurement Time (“Estimated Net Working Capital”), (5) the estimated Capital Expenditure Adjustment Amount as of the Measurement Time (“Estimated Capital Expenditure Adjustment Amount”), and (6) the preliminary balance sheet of the Company on as of the Measurement Time, in each case calculated in accordance with the Accounting Principles and in the same form as the Sample Closing Date but immediately Statement. (i) The Company shall provide Parent and its Representatives all supporting documentation reasonably requested by Parent in connection with ▇▇▇▇▇▇’s review of the Estimated Closing Statement and reasonable access to the books and records of the Company (including financial records and supporting documents) and to Representatives of the Company, in each case, used to prepare the Estimated Closing Statement, prior to the Closing (Date. Parent may, until the “Business Day prior to the Closing Date Cash”)Date, (iv) provide the Company Transaction Expenses, (v) with comments to the Estimated Balance Sheet Closing Statement and (vi) the Company shall consider such comments in good faith and shall revise the Estimated Total Cash Equity PriceClosing Statement by no later than the Business Day prior to the Closing Date, if, based on its good faith assessment of Parent’s comments, the Company determines such changes are warranted, which revised statement shall be deemed the Estimated Closing Statement for all purposes of this Agreement. For the avoidance of doubt, these estimates Parent shall have no obligation to comment on the Estimated Closing Statement. (and ii) For purposes of calculating 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 value of the Company Transaction Expenses and the Management Retention Bonuses, at or prior to Closing, as contemplated by Section 2.8 and (y) inventory in the case of the connection with calculating Closing Net Working Capital, an accrual for the aggregate Pro-Rata Bonuses to be paid by the Surviving Corporation after the Closing in accordance with Section 2.8Date, a physical inventory count will be conducted by Parent. Parent and such Representatives of Parent as Parent may designate, shall determine the nature, quantities and condition (i.e., usability and salability) of all inventory, including the identification of obsolete, damaged and slow-moving items. The estimates inventory used to calculate Closing Net Working Capital shall reflect any adjustment to the actual amount of Working Capital, Closing Date Indebtedness and Closing Date Cash provided in the Estimated Closing Statement are referred to herein as the “Estimated Working Capital”, the “Estimated Closing Date Indebtedness” and the “Estimated Closing Date Cash”, respectively. The Company shall also deliver to Parent (1) its calculations of the following (each determined in accordance with the definitions thereof inventory held as of the Closing and based on the Estimated 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 each such Equityholder, and (C) based on the calculations described above, the portion date of the Merger Considerationfull physical inventory count for the location(s) counted (through the inventory count procedures, Option Payments and Warrant Payments as recorded by Parent) which shall be rolled back to be received by each such Equityholderthe Measurement Time.

Estimated Closing Statement. The Company (i) Prior to Closing, the Seller shall consult with Buyer and its representatives in good faith to prepare and compute an estimate of the Net Working Capital of the CryoScience Business as of 12:01 a.m., Eastern Standard Time, on the Closing Date (without giving effect to the transactions contemplated herein) (the “Estimated Closing Net Working Capital”). At least five (5) Business Days before the Closing, the Seller shall prepare and deliver to Parentthe Buyer a statement setting forth the Seller’s good faith estimate of the Estimated Closing Net Working Capital, which statement shall include reasonable supporting documentation with respect to all amounts and calculations therein (the “Estimated Closing Net Working Capital Statement”). Seller shall prepare the Estimated Closing Net Working Capital Statement in good faith, based on Seller’s books and records, in accordance with GAAP and, to the extent consistent with GAAP or as otherwise specified under Section 1.6, the accounting policies, principles, practices and methodologies used by Seller in the preparation of the Financial Information and specified on Exhibit 1.6 (the “Accounting Policies”), and shall present fairly the information and data contained therein. The Seller shall in good faith consider any reasonable comments of the Buyer with respect to such Estimated Closing Net Working Capital Statement, in each case to the extent such comments are provided to the Seller no later than three at least five (35) Business Days prior to the ClosingClosing Date. In connection with the Buyer’s review of the Estimated Closing Net Working Capital Statement, the Seller shall (i) provide the Buyer and its authorized representatives with reasonable access to the books, records, facilities employees and accountants of the Seller (to the extent relating to the CryoScience Business), in each case upon reasonable prior written notice and during normal business hours, and (ii) cooperate with the Buyer and its authorized representatives, including the provision on a statement timely basis of all information related to the CryoScience Business and reasonably requested and necessary or useful in connection with analyzing the Estimated Closing Net Working Capital Statement. In the event that the Estimated Closing Net Working Capital is revised to incorporate any or all of the Buyer’s comments pursuant to this Section 1.6(e)(i), the Seller shall deliver to the Buyer no later than two (2) Business Days prior to the Closing Date the revised Estimated Closing Net Working Capital, which shall be substituted as the “Estimated Closing Statement”) setting forth good faith estimates of (i) Net Working Capital” hereunder. Neither the Estimated Closing Net Working Capital, nor any proposal or agreement in respect thereof, shall be binding on, or create or give rise to any implication or presumption with respect to, Buyer in relation to the Final Closing Net Working Capital and Estimated Working Capital Adjustment, (as hereinafter defined). (ii) If the Indebtedness of Estimated Closing Net Working Capital is less than the Company on Target Net Working Capital, the difference shall be a deduction from the Closing Date but immediately prior Payment. If the Estimated Closing Net Working Capital exceeds the Target Net Working Capital, the excess shall be an addition to the Closing (the “Closing Date Indebtedness”), (iii) the Cash Equivalents on hand at the Company on Payment. Any adjustment to the Closing Date but immediately prior Payment pursuant to the Closing (the “Closing Date Cash”), (ivthis Section 1.6(e) the Company Transaction Expenses, (v) the Estimated Balance Sheet and (vi) the Estimated Total 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 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 is referred to herein as the “Estimated Closing Net Working CapitalCapital Adjustment”, the “Estimated Closing Date Indebtedness” and the “Estimated Closing Date Cash”, respectively. The Company shall also deliver to Parent (1) its calculations of the following (each determined in accordance with the definitions thereof as of the Closing and based on the Estimated 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 each such Equityholder, and (C) based on the calculations described above, the portion of the Merger Consideration, Option Payments and Warrant Payments to be received by each such Equityholder.

Estimated Closing Statement. The Company shall deliver to Parent, no later than three (3a) At least five Business Days prior to the ClosingClosing Date, the Sellers will deliver to Buyer: (i) 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 out their good faith estimates estimate of the amount of (iA) Cash as of the Working Capital and Estimated Working Capital AdjustmentEffective Time, (iiB) the Indebtedness as of the Company on the Closing Date but immediately prior to the Closing (the “Closing Date Estimated Indebtedness”), (iiiC) the Cash Equivalents on hand at the Company on the Closing Date but Target Transaction Expenses as of immediately prior to the Closing (“Estimated Target Transaction Expenses”) and (D) Net Working Capital as of the Effective Time, together with their resulting calculation of the estimated Purchase Price (the “Closing Date CashEstimated Purchase Price”). The Estimated Closing Statement will be prepared on a combined basis and in a manner consistent with the definitions of the terms Cash, Indebtedness, Target Transaction Expenses and Net Working Capital and with the Agreed Accounting Principles. (ivb) the Company Transaction Expenses, (v) Following Sellers’ delivery of the Estimated Closing Balance Sheet and (vi) Estimated Closing Statement and until the Estimated Total Cash Equity Price. For Closing, the avoidance of doubtSellers will, these estimates (and will cause the calculations resulting therefrom) shall take into accountAcquired Entities to, (x) reasonably assist Buyer and its Representatives in the case review 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 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 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 Sellers shall consider in good faith any reasonable comments delivered by Buyer at least three Business Days prior to the Closing Date in respect of such Estimated Closing Balance Sheet and Estimated Closing Statement; provided, if Buyer and the Sellers are referred unable to herein as agree on any amendments to the “Estimated Working Capital”Closing Balance Sheet or Estimated Closing Statement prior to the Closing, the “Estimated Closing Date Indebtedness” Balance Sheet and the “Estimated Closing Date Cash”, respectively. The Company Statement delivered by Sellers to Buyer shall also deliver to Parent (1) its calculations of the following (each determined in accordance with the definitions thereof as of the Closing and based on the Estimated 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 each such Equityholder, and (C) based on the calculations described above, the portion of the Merger Consideration, Option Payments and Warrant Payments to not be received by each such Equityholderamended.

Estimated Closing Statement. The Company shall deliver to Parent, no later than three At least six (36) Business Days prior to the Closingexpected Closing Date (and in any event not more than ten (10) Business Days prior to the actual Closing Date), Seller shall prepare and deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth consisting of its good faith estimates of (i) the Working Capital and Estimated Working Capital Adjustment, (ii) the Indebtedness calculation in reasonable detail of the Company on Estimated Adjustment Amount, including the estimated Closing Date but immediately prior to the Closing Cash (the “Estimated Cash”), the estimated Closing Date Indebtedness (the “Estimated Indebtedness”), (iii) the Cash Equivalents on hand at the Company on the estimated Closing Date but immediately prior to the Closing Working Capital (the “Estimated Closing Date CashWorking Capital”), the estimated Unpaid Seller’s Expenses (iv) the Company Transaction “Estimated Unpaid Seller’s Expenses”), (v) and the Estimated Balance Sheet Purchase Price based thereon. The Estimated Closing Statement shall be signed by a duly authorized officer of Seller, prepared in good faith and (vi) the Estimated Total 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 paid by the Surviving Corporation after the Closing in accordance with Section 2.8the Accounting Principles set forth in Exhibit C and in the form of the illustrative calculation set forth in Exhibit D. Seller shall provide to Purchaser and its Representatives such access to the books and records of the Business and to any other information, including such access to the employees of the Transferred Companies and work papers of Seller’s accountants (subject to Purchaser entering into, and such accountants agreeing to, a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants), as Purchaser shall reasonably request in connection with Purchaser’s review of the Estimated Closing Statement and preparation of the Closing Statement. The estimates of Working Capital, Closing Date Indebtedness and Closing Date Cash provided Purchaser may object to the amounts contained in the Estimated Closing Statement are referred to herein as within two (2) Business Days after the “Estimated Working Capital”, delivery of the “Estimated Closing Date Indebtedness” Statement to Purchaser. Seller shall in good faith consider the objections, if any, of Purchaser to the Estimated Closing Statement and the “Parties shall cooperate in good faith to resolve such objections, and make any necessary revisions to the Estimated Closing Date Cash”, respectivelyStatement. The Company Parties shall also deliver to Parent agree on a final Estimated Closing Statement containing the Estimated Adjustment Amount (and components thereof) and the Estimated Purchase Price based thereon no later than one (1) its calculations of the following (each determined in accordance with the definitions thereof as of Business Day prior to the Closing and based on the Estimated 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 each such Equityholder, and (C) based on the calculations described above, the portion of the Merger Consideration, Option Payments and Warrant Payments to be received by each such EquityholderDate.

Estimated Closing Statement. The Company shall deliver to Parent, no Not later than three (3) Business Days prior to the ClosingClosing Date, the Company shall deliver to 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 estimates and in accordance with the Accounting Principles, (b) a good faith calculation of (i) the Company’s estimate of the Closing Net Debt, Net Working Capital and Estimated Working Capital Adjustment, (ii) the Indebtedness of the Company on the Closing Date but immediately prior to the Closing (the “Closing Date Indebtedness”), (iii) the 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, in each case, as of the Reference Time, in reasonable detail, and (vc) the resulting 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 and Transaction Expenses, which Estimated Balance Sheet and (vi) Closing Statement shall be subject to the Estimated Total Cash Equity Price. For the avoidance of doubt, these estimates (review 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 reasonable approval by Section 2.8 and (y) in the case of the Working Capital, an accrual for the aggregate Pro-Rata Bonuses to be paid by the Surviving Corporation Purchaser. Promptly after the Closing in accordance with Section 2.8. The estimates of Working Capital, Closing Date Indebtedness and Closing Date Cash provided in delivering the Estimated Closing Statement are referred to herein as the “Estimated Working Capital”Purchaser, upon Purchaser’s request, the “Company will meet with Purchaser to review and discuss the Estimated Closing Date Indebtedness” Statement and the “Company will consider in good faith Purchaser’s comments to the Estimated Closing Date Cash”Statement and make any appropriate adjustments to the Estimated Closing Statement prior to the Closing, respectivelyas 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 purposes of this Agreement. The Company Estimated Closing Statement and the determinations contained therein shall also deliver to Parent (1) its calculations of the following (each determined be prepared in accordance with the definitions thereof as Accounting Principles and otherwise in accordance with this Agreement. The Estimated Closing Statement will also include with respect to (i) Closing Net Debt, the amount owed to each creditor of any of the Target Companies and, with respect to any Closing Net Debt that Purchaser and based on the Estimated Total Cash Equity Price): Common Merger ConsiderationCompany agree pursuant to the terms of this Agreement to satisfy at the Closing, Common Per-Share Merger Considerationpayment instructions, 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 together with payoff and Total Series C-1 Preferred Merger Preference lien release letters from each Target Company’s creditors in form 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 each such Equityholdersubstance reasonably acceptable to Purchaser, and (Cii) based on the calculations described abovewith regard to Transaction Expenses, the portion of the Merger Consideration, Option Payments amount owed to each payee thereof and Warrant Payments to be received by each such Equityholderpayment instructions therefor.

Estimated Closing Statement. The Company shall deliver to Parent, no Not later than three (3) Business Days prior to the ClosingClosing Date, the Company shall deliver to 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 estimates and in accordance with the Accounting Principles, (b) a good faith calculation of the Company’s estimate of Closing Cash, Closing Debt and Excess Transaction Expenses, in each case, as of the Reference Time and along with reasonably detailed calculations, and (ic) the Working Capital resulting estimated Exchange Consideration and Estimated Working Capital Adjustment, (ii) the Indebtedness of the Company on the Closing Date but immediately prior 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 Date Indebtedness”)Cash, (iii) Closing Debt and Transaction Expenses, which Estimated Closing Statement shall be subject to the Cash Equivalents on hand at review by the Purchaser. Promptly after delivering the Estimated Closing Statement to the Purchaser, the Company on will meet with the Purchaser to review and discuss the Estimated Closing Date but immediately Statement and the Company will consider in good faith the 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 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 extent that the Company and the Purchaser are unable to reach an agreement prior to the Closing (the “Closing Date Cash”)Date, (iv) the Company Transaction Expenses, (v) the Estimated Balance Sheet and (vi) the Estimated Total 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 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 delivered by the “Estimated Working Capital”Company shall be final (the amount of estimated Exchange Consideration as finally determined, the “"Estimated Exchange Consideration"). The Estimated Closing Date Indebtedness” Statement and the “Estimated Closing Date Cash”, respectively. The Company determinations contained therein shall also deliver to Parent (1) its calculations of the following (each determined be prepared in accordance with the definitions thereof as Accounting Principles and otherwise in accordance with this Agreement. The Estimated Closing Statement will also include with respect to (i) Closing Debt, the amount owed to each creditor of any of the Target Companies and, with respect to any Closing Debt that the Purchaser and based on the Estimated Total Cash Equity Price): Common Merger ConsiderationCompany agree to satisfy at the Closing, Common Per-Share Merger Considerationpayment instructions, Fully-Diluted Common Stock, Merger Consideration, Option In-together with payoff and lien release letters from each Target Company’s creditors in form and substance reasonably acceptable to 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 each such EquityholderPurchaser, and (Cii) based on the calculations described aboveExcess Transaction Expenses, the portion of the Merger Consideration, Option Payments amount owed to each payee thereof and Warrant Payments to be received by each such Equityholderpayment instructions therefor.

Estimated Closing Statement. The (a) Not later than five (5) Business Days prior to the Closing Date, the Company shall deliver to ParentParent a statement certified by the Company’s chief executive officer (the “Company Estimated Closing Statement”) setting forth (a) a good faith calculation of the Company’s estimate of the Company Closing Cash as of the Reference Time, no along with reasonably detailed calculations thereof. (b) Not later than three (3) Business Days prior to the ClosingClosing Date, Parent shall deliver to the Company a statement certified by ▇▇▇▇▇▇’s chief executive officer (the “Parent Estimated Closing Statement”) setting forth (a) a good faith calculation of Parent’s estimate of the Closing Indebtedness as of the Reference Time, along with reasonably detailed calculations thereof, (b) a good faith calculation of Parent’s estimate of the Closing Cash as of the Reference Time, along with reasonably detailed calculations thereof, and (c) the resulting estimated Merger Consideration to be issued by Parent at the Closing using the Exchange Ratio, based on such estimates of (i) Closing Indebtedness and Closing Cash and the Working Capital and Estimated Working Capital Adjustment, (ii) the Indebtedness Company’s estimate of Company Closing Cash set forth in the Company on Estimated Closing Statement, which Parent Estimated Closing Statement shall be subject to the review and the reasonable approval by the Company. Promptly after delivering the Parent Estimated Closing Date but immediately Statement to the Company, Parent will meet with the Company to review and discuss the Parent Estimated Closing Statement and Parent will consider in good faith the Company’s comments to the Parent Estimated Closing Statement and make any appropriate adjustments to the Parent Estimated Closing Statement prior to the Closing (the “Closing Date Indebtedness”), (iii) the 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, (v) the Estimated Balance Sheet and (vi) the Estimated Total 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 mutually approved by Section 2.8 Parent and (y) the Company both acting reasonably and in good faith, which adjusted Parent Estimated Closing Statement shall thereafter become the case Parent Estimated Closing Statement for all purposes of this Agreement. The Parent Estimated Closing Statement and the Working Capital, an accrual for the aggregate Pro-Rata Bonuses to determinations contained therein shall be paid by the Surviving Corporation after the Closing prepared in accordance with Section 2.8U.S. GAAP or other applicable accounting principles and otherwise in accordance with this Agreement. The estimates of Working Capital, Closing Date Indebtedness and Closing Date Cash provided in the Parent Estimated Closing Statement are referred will also include with respect to herein as Closing Indebtedness the “Estimated Working Capital”amount owed to each creditor of Parent and, with respect to any Closing Indebtedness that the “Estimated Closing Date Indebtedness” Company and Parent agree to satisfy at the “Estimated Closing Date Cash”Closing, respectively. The Company shall also deliver payment instructions, together with payoff and lien release letters from ▇▇▇▇▇▇’s creditors in form and substance reasonably acceptable to Parent (1) its calculations of the following (each determined in accordance with the definitions thereof as of the Closing and based on the Estimated 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 each such Equityholder, and (C) based on the calculations described above, the portion of the Merger Consideration, Option Payments and Warrant Payments to be received by each such EquityholderCompany.

Estimated Closing Statement. The Company shall deliver to Parent, no (a) Not later than three (3) fourth Business Days prior to the ClosingClosing Date, Seller Parent shall deliver to Buyer Parent a statement written schedule (the “Estimated Closing Statement”) setting forth in reasonable detail Seller Parent’s good faith estimates estimate of (i) the Working Capital and Company Cash (the “Estimated Working Capital AdjustmentCompany Cash”), (ii) the Indebtedness of the Company on the Closing Date but immediately prior to the Closing Working Capital (the “Closing Date IndebtednessEstimated Company Working Capital”), (iii) the Cash Equivalents on hand at the Company on the Closing Date but immediately prior to the Closing Indebtedness (the “Closing Date CashEstimated Company Indebtedness”), (iv) the Company Transaction Expenses (the “Estimated Company Transaction Expenses, ”) (v) the Seller Transaction 3. Expenses (the “Estimated Balance Sheet Seller Transaction Expenses”),; and (vi) the resulting Closing Purchase Price determined using such estimates. (b) The Estimated Total Cash Equity PriceClosing Statement shall be prepared based on management’s good faith estimates and in a manner consistent with the Transaction Accounting Principles, including the illustrative calculation of Closing Working Capital included in Exhibit E (the “Company Working Capital Illustration”). For Upon the avoidance delivery of doubtthe Estimated Closing Statement, these estimates to the extent reasonably requested by Buyer Parent, Seller Parent will make available to Buyer Parent and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing the calculations resulting therefrom) shall take into account, (x) in the case of and as a reduction to Closing Date Estimated Company Cash, the payment in cash of Estimated Company Working Capital, the Estimated Company Indebtedness, and the Estimated Company Transaction Expenses and the Management Retention BonusesEstimated Seller Transaction Expenses. However, at or prior neither such access nor any disagreement with respect to the Estimated Closing Statement shall delay the Closing, as contemplated by Section 2.8 and (y) in which shall occur using the case of the Working Capital, an accrual for the aggregate Pro-Rata Bonuses to be 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 amounts set forth in the Estimated Closing Statement are referred to herein as the “Estimated Working Capital”, the “Estimated Closing Date Indebtedness” and the “Estimated Closing Date Cash”, respectively. The Company shall also deliver to Parent (1) its calculations of the following (each determined in accordance with the definitions thereof as of the Closing and based on the Estimated 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 each such Equityholder, and (C) based on the calculations described above, the portion of the Merger Consideration, Option Payments and Warrant Payments to be received by each such Equityholderunless otherwise expressly agreed.

Estimated Closing Statement. The Company shall deliver to Parent, no Not later than three the fifth (35th) Business Days Day prior to the ClosingClosing Date, a statement SD Seller (on behalf of the Sellers and the Company Group) shall prepare and deliver to Buyer (x) 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 Sellers’ and the Company Group’s reasonable and good faith estimates estimated calculation of the Closing Date Cash Consideration (the “Estimated Closing Date Cash Consideration”) and the following components thereof: (i) the Net Working Capital and (the “Estimated Net Working Capital AdjustmentCapital”), (ii) the Indebtedness of the Company on the Closing Date but immediately prior to the Closing Cash Balance (the “Estimated Closing Date IndebtednessCash Balance”), (iii) the Cash Equivalents on hand at the Company on the Closing Date but immediately prior to the Closing Group Debt (the “Closing Date CashEstimated Company Group Debt”), (iv) Selling Expenses (the Company Transaction “Estimated Selling Expenses”), (v) the Closing Company Group Bonus Payments (the “Estimated Balance Sheet Closing Company Group Bonus Payments”), and (vi) based on the estimates set forth in clauses (i) through (v), with respect to each Seller, the Pro Rata Share of the Estimated Total Closing Date Cash Equity Price. For Consideration such Seller will receive at Closing (for the avoidance of doubt, these estimates (and the calculations resulting therefrom) sum of each Seller’s Pro Rata Share of the Estimated Closing Date Cash Consideration shall take into account, (x) not exceed the Estimated Closing Date Cash Consideration 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 aggregate) and (y) the Payment Information, as set forth in the case of the Working Capital, an accrual for the aggregate Pro-Rata Bonuses Payment Spreadsheet. The Estimated Closing Statement is to be paid by the Surviving Corporation after the Closing (a) prepared in accordance with Section 2.8the principles set forth on Exhibit D (the “Accounting Principles”), and (b) based on Sellers’ and the Company Group’s books and records and other information available at the time. The estimates SD Seller (on behalf of Working Capitalthe other Sellers and the Company Group) shall consider in good faith any reasonable comments that Buyer may have in respect of the Estimated Closing Statement. From the Effective Time until the Closing, the Parent Companies shall not, and shall not permit any of their respective Subsidiaries to, make any dividend or distributions of Cash or incur any Company Group Debt or Selling Expenses (other than incurrences of obligations due to the 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 Date Indebtedness and Closing Date Cash provided Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, to the extent set forth in the Estimated Closing Statement are referred to herein as and reflected in the “Estimated Working Capital”, the “calculation of Estimated Closing Date Indebtedness” Cash Consideration therein, and any such changes between the “Effective Time that are set forth in the Estimated Closing Statement and so reflected in the calculation of Estimated Closing Date Cash”, respectively. The Company Cash Consideration shall also deliver to Parent be included in the calculation of Final Closing Date Cash Consideration (1as applicable) its calculations of the following (each determined in accordance with the definitions thereof as of the Closing and based on the Estimated 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 each such Equityholder, and (C) based on the calculations described above, the portion of the Merger Consideration, Option Payments and Warrant Payments to be received by each such Equityholderany applicable component thereof.