Common use of Estimated Closing Statement Clause in Contracts

Estimated Closing Statement. Not later than the fifth (5th) Business Day prior to the Closing Date, 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 estimated calculation of the Closing Date Cash Consideration (the “Estimated Closing Date Cash Consideration”) and the following components thereof: (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) 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 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 Closing Date Cash Consideration such Seller will receive at Closing (for the avoidance of doubt, the sum 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, as set forth in the Payment Spreadsheet. The Estimated Closing Statement is to be (a) prepared in accordance with the 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. SD Seller (on behalf of the 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 Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, to the extent set forth in the Estimated Closing Statement and reflected in the calculation of Estimated Closing Date 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 Consideration shall be included in the calculation of Final Closing Date Cash Consideration (as applicable) and any applicable component thereof.

Estimated Closing Statement. Not later than the fifth The Company shall have prepared and delivered to Acquiror two (5th2) Business Day Days prior to the Closing Date, 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 Date a statement (the “"Estimated Closing Statement”"), executed by an officer 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 Satcom Direct this Agreement, setting forth (A) the Sellers’ and the Company Group’s reasonable and good faith estimated calculation Company's estimate of the Closing Date Cash Consideration (the “Estimated Closing Date Cash Consideration”) and the following components thereof: (i) Net Working Capital (the “"Estimated Net Closing Working Capital”"), (iiB) the Company's estimate of Closing Cash Balance (the “"Estimated Closing Cash Balance”Cash"), (iiiC) Company Group Debt the Company's estimate of Closing Indebtedness (the “"Estimated Indebtedness") and (D) the Company's estimate of Company Group Debt”), (iv) Selling Transaction Expenses (the “"Estimated Selling Transaction Expenses”"), (v) along with a certificate executed by the Closing Company Group Bonus Payments Company's Chief Executive Officer or Chief Financial Officer (the “Estimated "Closing Company Group Bonus Payments”), and (viCertificate") based on certifying as to the estimates set forth in clauses (i) through (v), with respect to each Seller, the Pro Rata Share amount of the Estimated Closing Date Cash Consideration such Seller Working Capital, Estimated Closing Cash, Estimated Indebtedness and 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 Company will receive at Closing (for the avoidance of doubt, the sum of each Seller’s Pro Rata Share of prepare the Estimated Closing Date Cash Consideration shall not exceed the Estimated Closing Date Cash Consideration in the aggregate) and (y) the Payment Information, as set forth in the Payment Spreadsheet. The Estimated Closing Statement is to be (a) prepared on an accrual basis in accordance with GAAP using the same accounting methods, practices, principles set forth on Exhibit D (and policies and procedures, with consistent classifications, judgments and valuation methodologies that were used in the “Accounting Principles”), and (b) based on Sellers’ and the Company Group’s books and records and other information available at the time. SD Seller (on behalf preparation of the Company's Financial Statements. The Company shall also make available to Acquiror all financial records, work papers, or other Sellers and the Company Group) shall consider documentation as Acquiror may reasonably request in good faith any reasonable comments that Buyer may have in respect connection with its review of the Estimated Closing Statement. From Any disagreement between the Effective Time until Company and Acquiror regarding the Closing, the Parent Companies shall not, and shall not permit any accuracy 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 Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, to the extent set forth in the Estimated Closing Statement will not permit any Party to delay or cancel Closing and reflected in the calculation of Estimated Closing Date 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 Consideration shall be included in the calculation of Final resolved following Closing Date Cash Consideration (as applicable) and any applicable component thereofpursuant to Section 1.9(b).

Estimated Closing Statement. Not later fewer than the fifth (5th) five Business Day Days prior to the anticipated Closing Date, SD Seller (on behalf of the Sellers and the Company Group) shall prepare and will deliver to Buyer (x) an estimated closing statementa written certificate provided by the Executive Vice President, with reasonably supporting detail and in Finance of the form attached hereto as Exhibit B Company (the “Estimated Closing Statement”), executed by an officer of Satcom Direct ) setting forth: (a) a schedule (the “Funded Debt Payment Schedule”) setting forth the Sellers’ 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, the Per Share Merger Consideration, 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 Group’s reasonable and good faith estimated calculation Common Shares 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 Consideration (and Cash Equivalents and/or Company Transaction Expenses as of the “Estimated close of business on the Business Day immediately preceding the Closing Date Cash Consideration”) and from the following components thereof: (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) 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 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 Closing Date Cash Consideration such Seller will receive at Closing (for the avoidance of doubt, the sum 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, as amounts set forth in the Funded Debt Payment Spreadsheet. Schedule, Cash and Cash Equivalents Schedule and/or the Transaction Expense Payment Schedule. (e) The Estimated Closing Statement is to be (a) prepared in accordance with the 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. SD Seller (on behalf of the other Sellers and the Company Group) shall consider in good faith any reasonable comments Parties agree 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, Merger Sub will be entitled to (i) review and make any dividend or distributions of Cash or incur any Company Group Debt or Selling Expenses (other than incurrences of obligations due reasonable objections to the passage of time in the Ordinary Course of Business, such as accrued interest), or use any Cash to pay or repay matters and amounts that would constitute Closing Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, to the extent set forth in the Estimated Closing Statement and reflected the update thereto contemplated by Section 2.1(d) and (ii) rely on the Closing Statement, as so updated, in making payments under Article II, and Buyer and Merger Sub will not be responsible for the calculations or the determinations of the Company regarding such calculations in the calculation of Estimated Closing Date Cash Consideration thereinStatement, including any update. The Company will cooperate, and any such changes between the Effective Time that are set forth will cause its Subsidiaries to cooperate, with Buyer and Merger Sub in the Estimated review of the Closing Statement, including any update, and, if applicable, the Company’s response to a Closing Statement objection, including providing Buyer and so reflected in Merger Sub and its representatives with reasonable access during normal business hours to the calculation relevant books, records and finance employees of Estimated Closing Date Cash Consideration shall be included in the calculation of Final Closing Date Cash Consideration (as applicable) and any applicable component thereofforegoing.

Estimated Closing Statement. Not later than the fifth (5tha) At least five Business Day Days prior to the Closing Date, SD Seller the Sellers will deliver to Buyer: (on behalf i) an unaudited, combined balance sheet of the Sellers Acquired Entities as of the Effective Time (the “Estimated Closing Balance Sheet”) and the Company Group(ii) shall prepare and deliver to Buyer (x) an estimated closing statement, with reasonably supporting detail and in the form attached hereto as Exhibit B a statement (the “Estimated Closing Statement”) setting out their good faith estimate of the amount of (A) Cash as of the Effective Time, (B) Indebtedness as of immediately prior to the Closing (“Estimated Indebtedness”), executed by an officer (C) Target Transaction Expenses as of Satcom Direct setting forth immediately prior to the Sellers’ Closing (“Estimated Target Transaction Expenses”) and (D) Net Working Capital as of the Company Group’s reasonable and good faith estimated Effective Time, together with their resulting calculation of the Closing Date Cash Consideration estimated Purchase Price (the “Estimated Closing Date Cash Consideration”) and the following components thereof: (i) Net Working Capital (the “Estimated Net Working CapitalPurchase Price”), (ii) 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 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 Closing Date Cash Consideration such Seller will receive at Closing (for the avoidance of doubt, the sum 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, as set forth in the Payment Spreadsheet. The Estimated Closing Statement is to will be (a) prepared on a combined basis and in accordance a manner consistent with the principles set forth on Exhibit D (definitions of the “terms Cash, Indebtedness, Target Transaction Expenses and Net Working Capital and with the Agreed Accounting Principles”), and . (b) based on 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 Company Group’s books and records and other information available at Sellers who were involved in the time. SD Seller (on behalf preparation of the other Estimated Closing Balance Sheet and Estimated Closing Statement for purposes of their review. The Sellers and the Company Group) shall consider in good faith any reasonable comments that delivered by Buyer may have 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 unable to agree on any amendments to the Estimated Closing Statement. From the Effective Time until Balance Sheet or Estimated Closing Statement prior to the Closing, the Parent Companies shall not, Estimated Closing Balance Sheet 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 Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, to the extent set forth in the Estimated Closing Statement and reflected in the calculation of Estimated Closing Date 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 Consideration delivered by Sellers to Buyer shall not be included in the calculation of Final Closing Date Cash Consideration (as applicable) and any applicable component thereofamended.

Estimated Closing Statement. Not later than the fifth five (5th5) Business Day Days prior to the Closing Date, 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 Parent a statement certified by the form attached hereto as Exhibit B Company’s chief executive officer (the “Estimated Closing Statement”), executed by an officer of Satcom Direct ) setting forth the Sellers’ Merger Consideration (accounting for any adjustments pursuant to Sections 2.7 and 9.2(a) hereof) and resulting Merger Consideration Shares to be issued by Parent at the Closing using the formula in Section 2.7(a), which Estimated Closing Statement shall be subject to the review and the reasonable approval by Parent. Promptly after delivering the Estimated Closing Statement to Parent, the Company will meet with Parent to review and discuss the Estimated Closing Statement and the Company Group’s reasonable and will consider in good faith estimated calculation of the Closing Date Cash Consideration (the “Estimated Closing Date Cash Consideration”) and the following components thereof: (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) 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 Closing Company Group Bonus Payments”), and (vi) based on the estimates set forth in clauses (i) through (v), with respect Parent’s comments to each Seller, the Pro Rata Share of the Estimated Closing Date Cash Consideration such Seller will receive at Closing (for the avoidance of doubt, the sum of each Seller’s Pro Rata Share of Statement and make any appropriate adjustments to the Estimated Closing Date Cash Consideration Statement prior to the Closing, as mutually approved by the Company and Parent both acting reasonably and in good faith, which adjusted Estimated Closing Statement shall not exceed thereafter become the Estimated Closing Date Cash Consideration in the aggregate) and (y) the Payment Information, as set forth in the Payment SpreadsheetStatement for all purposes of this Agreement. The Estimated Closing Statement is to and the determinations contained therein shall be (a) prepared in accordance with the GAAP or other applicable accounting principles set and otherwise in accordance with this Agreement. Schedule 2.7 sets 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. SD Seller (on behalf of the other Sellers and the Company Group) shall consider an illustrative statement prepared in good faith any reasonable comments that Buyer may have by the Company in respect cooperation with Parent setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as 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 Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, to the extent date set forth in the Estimated Closing Statement and reflected in therein, the calculation of Estimated Closing Date Cash Consideration thereinthe Company Valuation as adjusted as contemplated herein, and any the resulting Merger Consideration and Merger Consideration Shares, if the Closing had occurred on such changes between the Effective Time that are set forth date, in the Estimated Closing Statement each case prepared and so reflected calculated in the calculation of Estimated Closing Date Cash Consideration shall be included in the calculation of Final Closing Date Cash Consideration (as applicable) and any applicable component thereofaccordance with this Agreement.

Estimated Closing Statement. Not At least six (6) 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), Seller shall prepare and deliver to Purchaser a statement (the “Estimated Closing Statement”) consisting of its good faith calculation in reasonable detail of the Estimated Adjustment Amount, including the estimated Closing Cash (the “Estimated Cash”), the estimated Closing Indebtedness (the “Estimated Indebtedness”), the estimated Closing Working Capital (the “Estimated Closing Working Capital”), the estimated Unpaid Seller’s Expenses (the “Estimated Unpaid Seller’s Expenses”), and the Estimated Purchase Price based thereon. The Estimated Closing Statement shall be signed by a duly authorized officer of Seller, prepared in good faith and in accordance with the 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. Purchaser may object to the amounts contained in the Estimated Closing Statement within two (2) Business Days after the delivery of the Estimated Closing 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 Statement. The Parties shall 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 the fifth one (5th1) Business Day prior to the Closing Date, 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 estimated calculation of the Closing Date Cash Consideration (the “Estimated Closing Date Cash Consideration”) and the following components thereof: (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) 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 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 Closing Date Cash Consideration such Seller will receive at Closing (for the avoidance of doubt, the sum 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, as set forth in the Payment Spreadsheet. The Estimated Closing Statement is to be (a) prepared in accordance with the 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. SD Seller (on behalf of the 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 Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, to the extent set forth in the Estimated Closing Statement and reflected in the calculation of Estimated Closing Date 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 Consideration shall be included in the calculation of Final Closing Date Cash Consideration (as applicable) and any applicable component thereof.

Estimated Closing Statement. (a) Not later than the fifth (5th) fourth Business Day Days prior to the Closing Date, SD Seller (on behalf of the Sellers and the Company Group) Parent shall prepare and deliver to Buyer (x) an estimated closing statement, with reasonably supporting detail and in the form attached hereto as Exhibit B Parent a written schedule (the “Estimated Closing Statement”), executed by an officer of Satcom Direct ) setting forth the Sellers’ and in reasonable detail Seller Parent’s good faith estimate of (i) the Company Group’s reasonable and good faith estimated calculation of the Closing Date Cash Consideration (the “Estimated Closing Date Cash ConsiderationCompany Cash”), (ii) and the following components thereof: (i) Net Company Working Capital (the “Estimated Net Company Working Capital”), (ii) Closing Cash Balance (the “Estimated Closing Cash Balance”), (iii) the Company Group Debt Indebtedness (the “Estimated Company Group DebtIndebtedness”), (iv) Selling the Company Transaction Expenses (the “Estimated Selling Company Transaction Expenses”), ) (v) the Closing Company Group Bonus Payments Seller Transaction 3. Expenses (the “Estimated Closing Company Group Bonus PaymentsSeller Transaction Expenses”), ,; and (vi) based on the estimates set forth in clauses resulting Closing Purchase Price determined using such estimates. (ib) through (v), with respect to each Seller, the Pro Rata Share of the Estimated Closing Date Cash Consideration such Seller will receive at Closing (for the avoidance of doubt, the sum 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, as set forth in the Payment Spreadsheet. The Estimated Closing Statement is to shall be (a) prepared based on management’s good faith estimates and in accordance a manner consistent with the principles set forth on Transaction Accounting Principles, including the illustrative calculation of Closing Working Capital included in Exhibit D E (the “Accounting PrinciplesCompany Working Capital Illustration”), and (b) based on Sellers’ and . Upon 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 that Buyer may have in respect delivery 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 Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, 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 Estimated Company Cash, the Estimated Company Working Capital, the Estimated Company Indebtedness, and the Estimated Company Transaction Expenses and the Estimated Seller Transaction Expenses. However, neither such access nor any disagreement with respect to the Estimated Closing Statement shall delay the Closing, which shall occur using the amounts set forth in the Estimated Closing Statement and reflected in the calculation of Estimated Closing Date 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 Consideration shall be included in the calculation of Final Closing Date Cash Consideration (as applicable) and any applicable component thereofunless otherwise expressly agreed.

Estimated Closing Statement. Not (a) No later than the fifth two (5th2) Business Day Days prior to the each Closing Date, SD Seller (on behalf of the Sellers and the applicable Ceding Company Group) shall prepare and deliver to Buyer the Reinsurer a statement (x) each, an estimated closing statement, with reasonably supporting detail and in the form attached hereto as Exhibit B (the “Estimated Closing Statement”), executed by ) setting forth: (i) with respect to each Reinsurance Agreement: (1) an officer estimated statement of Satcom Direct setting forth net settlement with respect to the Sellers’ and the Company Group’s reasonable and good faith estimated calculation applicable Quota Share of the Closing Date Cash Consideration Reinsured Liabilities ceded pursuant to the applicable Reinsurance Agreement as of the Effective Time, (2) the estimated Initial Premium (the “Estimated Closing Date Cash Consideration”) and the following components thereof: (i) Net Working Capital (the “Estimated Net Working CapitalInitial Premium”), (ii3) Closing Cash the applicable estimated Ceding Commission and (4) the applicable estimated Initial Aggregate Required Balance (the “Estimated Initial Aggregate Required Balance”) (provided; that, the Reinsurer shall provide the applicable Ceding Company the Reinsurer’s good faith estimate of the applicable Estimated Initial Aggregate Required Balance at least four (4) Business Days prior to each Closing Cash Date) and (5) the applicable estimated Initial Trust Account Required Balance (the “Estimated Initial Trust Account Required Balance”), in each case calculated utilizing the Initial Premium Roll-Forward Model to the extent applicable; (ii) a list setting forth the Fair Market Value and Statutory Book Value of the applicable Transferred Assets as of the applicable Closing Date, estimated by the applicable Ceding Company in good faith (together with the Transferred Cash Value, the “Estimated Transferred Asset Value”); and (iii) Company Group Debt (an estimated amortization schedule for the “Estimated Company Group Debt”), (iv) Selling Expenses (the “Estimated Selling Expenses”), (v) the Closing Company Group Bonus Payments (the “Estimated Closing Company Group Bonus Payments”), and (vi) based on the estimates set forth in clauses (i) through (v)applicable Transaction IMR Amount, with respect to each Seller, the Pro Rata Share of the Estimated Closing Date Cash Consideration such Seller will receive at Closing (for the avoidance of doubt, the sum 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, as set forth in the Payment Spreadsheet. The Estimated Closing Statement is to be (a) amortization schedule prepared in accordance with SAP applicable to the principles set forth on Exhibit D (the “Accounting Principles”), and applicable Ceding Company. (b) based on Sellers’ Each Estimated Closing Statement (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 Groupeach component thereof) shall consider will be prepared in good faith any reasonable comments that Buyer may have in respect as of the applicable Effective Time, and each Estimated Closing Statement will be in the same format as the Reference Net Settlement Statement. From During the Effective Time until period between the delivery of the applicable Estimated Closing Statement and the applicable Closing, the Parent Companies applicable Ceding Company and the Reinsurer shall notcooperate and seek in good faith to correct any errors or mistakes in the preparation of, and any inaccuracies of any items reflected in, the applicable Estimated Closing Statement and, if applicable, the applicable Estimated Closing Statement as revised pursuant to such discussions between the applicable Ceding Company and the Reinsurer 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 Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, to the extent set forth in thereafter be deemed the Estimated Closing Statement for all purposes hereunder with respect to the applicable Closing; provided, however, that if the applicable Ceding Company and reflected in the calculation of Estimated Closing Date Cash Consideration therein, and Reinsurer do not reach agreement with respect to any such changes between the Effective Time that are set forth in corrections during such period for any reason, then the Estimated Closing Statement and so reflected in delivered by the calculation of applicable Ceding Company shall be the Estimated Closing Date Cash Consideration shall be included in Statement with respect to the calculation of Final applicable Closing Date Cash Consideration (as applicable) and any applicable component thereoffor all purposes hereunder.

Estimated Closing Statement. Not The Company shall deliver to Parent, no later than the fifth three (5th3) Business Day Days prior to the Closing DateClosing, 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 a statement (the “Estimated Closing Statement”), executed by an officer of Satcom Direct ) setting forth the Sellers’ and the Company Group’s reasonable and good faith estimated calculation estimates of the Closing Date Cash Consideration (the “Estimated Closing Date Cash Consideration”) and the following components thereof: (i) Net the Working Capital (the “and Estimated Net Working Capital”)Capital Adjustment, (ii) the Indebtedness of the Company on the Closing Cash Balance Date but immediately prior to the Closing (the “Estimated Closing Cash BalanceDate Indebtedness”), (iii) the Cash Equivalents on hand at the Company Group Debt on the Closing Date but immediately prior to the Closing (the “Estimated Company Group DebtClosing Date Cash”), (iv) Selling Expenses (the “Estimated Selling Company Transaction Expenses”), (v) the Closing Company Group Bonus Payments (the “Estimated Closing Company Group Bonus Payments”), Balance Sheet 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 Closing Date Total Cash Consideration such Seller will receive at Closing (for Equity Price. For the avoidance of doubt, these estimates (and the sum calculations resulting therefrom) shall take into account, (x) in the case of each Seller’s Pro Rata Share and as a reduction to Closing Date Cash, the payment in cash of the Estimated Closing Date Cash Consideration shall not exceed Company Transaction Expenses and the Estimated Closing Date Cash Consideration in the aggregate) Management Retention Bonuses, at or prior to Closing, as contemplated by Section 2.8 and (y) the Payment Information, as set forth in the Payment Spreadsheet. The Estimated Closing Statement is case of the Working Capital, an accrual for the aggregate Pro-Rata Bonuses to be (a) prepared paid by the Surviving Corporation after the Closing in accordance with the principles set forth on Exhibit D (the “Accounting Principles”)Section 2.8. The estimates of Working Capital, Closing Date Indebtedness and (b) 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 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 Date 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 Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, to the extent set forth provided in the Estimated Closing Statement and reflected in are referred to herein as the calculation of “Estimated Working Capital”, the “Estimated Closing Date Cash Consideration therein, Indebtedness” 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 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 shall 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 included in the calculation of Final Closing Date Cash Consideration (as applicable) and any applicable component thereofreceived by each such Equityholder.

Estimated Closing Statement. Not later less than the fifth (5th) seven Business Day Days prior to the anticipated Closing Date, 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 Parent a written statement (the “Estimated Closing Statement”) along with reasonable supporting documents setting forth in reasonable detail its good faith calculation of (1) the estimated amount of Cash as of the Measurement Time (“Estimated Cash”), executed by an officer (2) the estimated amount of Satcom Direct setting forth the Sellers’ and the Company Group’s reasonable and good faith estimated calculation Indebtedness outstanding as of the Closing Date Cash Consideration Measurement Time (the “Estimated Closing Date Cash ConsiderationIndebtedness”), (3) and the following components thereof: estimated amount of unpaid Transaction Expenses as of the Measurement Time (i“Estimated Transaction Expenses”), (4) the estimated Net Working Capital as of the Measurement Time (the “Estimated Net Working Capital”), (ii5) Closing Cash Balance the estimated Capital Expenditure Adjustment Amount as of the Measurement Time (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 Closing Company Group Bonus PaymentsCapital Expenditure Adjustment Amount”), and (vi6) based on the estimates set forth preliminary balance sheet of the Company as of the Measurement Time, in clauses each case calculated in accordance with the Accounting Principles and in the same form as the Sample Closing Statement. (i) through (v), The Company shall provide Parent and its Representatives all supporting documentation reasonably requested by Parent in connection with respect to each Seller, the Pro Rata Share Parent’s review of the Estimated Closing Date Cash Consideration 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, provide the Company with comments to the Estimated Closing Statement and the Company shall consider such Seller will receive at comments in good faith and shall revise the Estimated Closing (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, the sum of each Seller’s Pro Rata Share of the Estimated Closing Date Cash Consideration Parent shall not exceed the Estimated Closing Date Cash Consideration in the aggregate) and (y) the Payment Information, as set forth in the Payment Spreadsheet. The Estimated Closing Statement is have no obligation to be (a) prepared in accordance with the principles set forth comment 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. SD Seller (on behalf of the 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. (ii) For purposes of calculating the value of the inventory in connection with calculating Closing Net Working Capital, after the Closing Date, a physical inventory count will be conducted by Parent. From Parent and such Representatives of Parent as Parent may designate, shall determine the Effective Time until nature, quantities and condition (i.e., usability and salability) of all inventory, including the Closingidentification of obsolete, the Parent Companies damaged and slow-moving items. The inventory used to calculate Closing Net Working Capital shall not, and shall not permit reflect 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 adjustment to the passage actual amount of time in inventory held as of the Ordinary Course date of Businessthe full physical inventory count for the location(s) counted (through the inventory count procedures, such as accrued interest), or use any Cash to pay or repay amounts that would constitute Closing Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, recorded by Parent) which shall be rolled back to the extent set forth in the Estimated Closing Statement and reflected in the calculation of Estimated Closing Date 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 Consideration shall be included in the calculation of Final Closing Date Cash Consideration (as applicable) and any applicable component thereofMeasurement Time.

Estimated Closing Statement. Not later than the fifth five (5th5) Business Day Days prior to the Closing Date, 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 Purchaser a statement certified by the Company’s chief executive officer and in the form attached hereto as Exhibit B chief financial officer (the “Estimated Closing Statement”), executed by an officer of Satcom Direct ) setting forth (a) an estimated consolidated balance sheet of the Sellers’ Company 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 estimate of the Closing Indebtedness and Net Working Capital, in each case, as of the Reference Time and along with reasonably detailed calculations, and (c) the resulting estimated Merger Consideration and shares of Pubco Common Stock to be issued by Pubco at the Closing (the “Merger Consideration Shares”) using the formula in Section 1.7 based on such estimates of Closing Indebtedness and Net Working Capital, which Estimated Closing Statement shall be subject to the review and the reasonable approval by Purchaser. Promptly after delivering the Estimated Closing Statement to Purchaser, the Company will meet with Purchaser to review and discuss the Estimated Closing Statement and the Company Group’s reasonable and will consider in good faith estimated calculation of the Closing Date Cash Consideration (the “Estimated Closing Date Cash Consideration”) and the following components thereof: (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) 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 Closing Company Group Bonus Payments”), and (vi) based on the estimates set forth in clauses (i) through (v), with respect Purchaser’s comments to each Seller, the Pro Rata Share of the Estimated Closing Date Cash Consideration such Seller will receive at Closing (for the avoidance of doubt, the sum of each Seller’s Pro Rata Share of Statement and make any appropriate adjustments to the Estimated Closing Date Cash Consideration 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 not exceed thereafter become the Estimated Closing Date Cash Consideration in the aggregate) and (y) the Payment Information, as set forth in the Payment SpreadsheetStatement for all purposes of this Agreement. The Estimated Closing Statement is to and the determinations contained therein shall be (a) prepared in accordance with the principles set 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, with respect to any Closing Indebtedness that Purchaser and the 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 1.14 sets forth on Exhibit D an illustrative statement (the “Accounting PrinciplesReference Statement”), and (b) 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 prepared in good faith any reasonable comments that Buyer may have by the Company in respect cooperation with Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as 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 Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, to the extent date set forth in the Estimated Closing Statement and reflected in therein, the calculation of Estimated Closing Date Cash Consideration thereinIndebtedness and Net Working Capital, and any the resulting Merger Consideration and Merger Consideration Shares, if the Closing had occurred on such changes between the Effective Time that are set forth date, in the Estimated Closing Statement each case prepared and so reflected calculated in the calculation of Estimated Closing Date Cash Consideration shall be included in the calculation of Final Closing Date Cash Consideration (as applicable) and any applicable component thereofaccordance with this Agreement.

Estimated Closing Statement. Not later than the fifth At least five (5th5) Business Day Days prior to the Closing Date, SD Seller (on behalf of the Sellers and the Company Group) shall prepare and deliver to Buyer (x) an estimated closing statement, Parent a statement prepared on a consistent basis with the Sample Working Capital Statement and that is reasonably supporting detail and in the form attached hereto as Exhibit B acceptable to Parent (the “Estimated Closing Statement”), executed by an officer of Satcom Direct ) setting forth in reasonable detail the Sellers’ Company’s good faith estimate of Closing Working Capital and the Company Group’s reasonable Closing Working Capital Adjustment Amount, in each case including all components thereof, Closing Cash, the Closing Cash Adjustment Amount and good faith estimated calculation Pre-Closing Taxes (other than Taxes that are solely Liabilities of Restructuring Sub or any of the Closing Date Cash Consideration Remainderco Subsidiaries) (such estimates, the “Estimated Closing Date Cash Consideration”) and the following components thereof: (i) Net Working Capital,” “Estimated Closing Working Capital (the Adjustment Amount,” “Estimated Net Working Capital”), (ii) Closing Cash Balance (the Cash,” “Estimated Closing Cash Balance”Adjustment Amount,” and “Estimated Pre-Closing Taxes,” respectively), (iii) accompanied by reasonably detailed back-up documentation for such calculations. The Company Group Debt (the “Estimated Company Group Debt”), (iv) Selling Expenses (the “Estimated Selling Expenses”), (v) the Closing Company Group Bonus Payments (the “Estimated 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 shall prepare the Estimated Closing Date Cash Consideration such Seller will receive at Closing (for the avoidance of doubt, the sum 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, as set forth in the Payment Spreadsheet. The Estimated Closing Statement is to be (a) prepared in accordance with the principles set forth on Exhibit D (the “Accounting Principles”), and (b) based on Sellers’ and GAAP as consistently applied by 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 that Buyer may have in respect of the Estimated for pre-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 Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each caseperiods and, to the extent set forth 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 reflected reasonable access to employees of the Company as Parent may reasonably request in the calculation connection with its review Table of Estimated Closing Date Cash Consideration thereinContents 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 such changes between the Effective Time that are set forth in comments of Parent on the Estimated Closing Statement and so reflected Statement, as applicable. Notwithstanding the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as a result of Parent not making an objection prior to the calculation of Closing or its making an objection that is not fully implemented in a revised Estimated Closing Date Cash Consideration shall be included in the calculation of Final Closing Date Cash Consideration (Statement, as applicable) and any applicable component thereof.

Estimated Closing Statement. (a) Not later than the fifth five (5th5) Business Day Days prior to the Closing Date, 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 Parent a statement certified by the form attached hereto as Exhibit B Company’s chief executive officer (the “Company Estimated Closing Statement”), executed by an officer of Satcom Direct ) setting forth (a) a good faith calculation of the Sellers’ Company’s estimate of the Company Closing Cash as of the Reference Time, along with reasonably detailed calculations thereof. (b) Not later than three (3) Business Days prior to the Closing 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 Closing Indebtedness and Closing Cash and the Company’s estimate of Company Closing Cash set forth in the Company 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 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, as mutually approved by Parent and the Company Group’s reasonable both acting reasonably and in good faith estimated calculation of the Closing Date Cash Consideration (the “faith, which adjusted Parent Estimated Closing Date Cash Consideration”) Statement shall thereafter become the Parent Estimated Closing Statement for all purposes of this Agreement. The Parent Estimated Closing Statement and the following components thereof: (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) Closing Cash Balance (the “determinations contained therein shall be prepared in accordance with U.S. GAAP or other applicable accounting principles and otherwise in accordance with this Agreement. The Parent Estimated Closing Cash Balance”), (iii) Company Group Debt (Statement will also include with respect to Closing Indebtedness the “Estimated Company Group Debt”), (iv) Selling Expenses (the “Estimated Selling Expenses”), (v) the Closing Company Group Bonus Payments (the “Estimated Closing Company Group Bonus Payments”), and (vi) based on the estimates set forth in clauses (i) through (v)amount owed to each creditor of Parent and, with respect to each Seller, the Pro Rata Share of the Estimated any Closing Date Cash Consideration such Seller will receive at Closing (for the avoidance of doubt, the sum 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, as set forth in the Payment Spreadsheet. The Estimated Closing Statement is to be (a) prepared in accordance with the principles set forth on Exhibit D (the “Accounting Principles”), and (b) based on Sellers’ and Indebtedness that the Company Group’s books and records and other information available Parent agree to satisfy at the time. SD Seller (on behalf of the 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 notpayment instructions, together with payoff 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 lien release letters from ▇▇▇▇▇▇’s creditors in form and substance reasonably acceptable 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 Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, to the extent set forth in the Estimated Closing Statement and reflected in the calculation of Estimated Closing Date 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 Consideration shall be included in the calculation of Final Closing Date Cash Consideration (as applicable) and any applicable component thereofCompany.

Estimated Closing Statement. Not later less than the fifth five (5th5) Business Day Days prior to the Closing Date, SD Seller (on behalf of the Sellers and the Company Group) shall prepare and deliver to Buyer Acquiror (xa) an estimated closing statement, with reasonably supporting detail and in the form attached hereto as Exhibit B a written statement (the “Estimated Closing Statement”), executed by an officer of Satcom Direct ) setting forth the Sellers’ and the Company Group’s reasonable and good faith estimated calculation of the Closing Date Cash Consideration (the “Estimated Closing Date Cash Consideration”) and the following components thereof: (i) the Company’s good faith estimate of (A) Closing Date Net Working Capital (the “Estimated Net Working Capital”), (iiB) Closing Cash Balance Date Funded Debt (the “Estimated Closing Cash Balance”), (iii) Company Group Debt (the “Estimated Company Group Funded Debt”), (ivC) Selling Closing Date Cash (the “Estimated Cash”), and (D) Closing Date Outstanding Company Expenses (the “Estimated Selling Outstanding Company Expenses”), ) and (vii) the Closing Company Group Bonus Payments Company’s good faith calculation of (A) the “Estimated Closing Company Group Bonus Payments”), Net Working Capital Adjustment Amount and (viB) based on the estimates set forth in clauses (i) through (v), with respect to each Sellerforegoing and the 2023 EBITDA Adjustment Amount, the Pro Rata Share Estimated Merger Consideration, (b) a schedule setting forth the Outstanding Company Expenses and, if payable, or to be paid, on the Closing Date, wire instructions therefor and (c) substantially final drafts of the Estimated Closing Date Cash Consideration such Seller will receive at Closing (for the avoidance of doubt, the sum 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, as set forth in the Payment SpreadsheetPayoff Letters. The Estimated Closing Statement is to Statement, and the components thereof, shall be (a) prepared in accordance with the principles set forth on Exhibit D definitions of Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash and Closing Date Outstanding Company Expenses and the Agreed Principles. From the date the Estimated Closing Statement is delivered until one (1) Business Day prior to the “Accounting Principles”)Closing Date, the Company shall provide Acquiror and (b) based on Sellers’ its representatives reasonable access to the books and records of the Company and its Subsidiaries and the personnel of the Company and its Subsidiaries that prepared the Estimated Closing Statement, in each case, which Acquiror reasonably requests for the purpose of reviewing the Estimated Closing Statement. Acquiror shall be entitled to request reasonable changes to the Estimated Closing Statement after receipt thereof 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 such comments or changes Acquiror so proposes; provided that Buyer may the Company shall have no obligation to make any such changes and in respect no event shall any review of the Estimated Closing Statement. From the Effective Time until Statement by Acquiror, or any dispute relating thereto, delay or prevent 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 Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, to the extent set forth in the Estimated Closing Statement and reflected in the calculation of Estimated Closing Date 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 Consideration shall be included in the calculation of Final Closing Date Cash Consideration (as applicable) and any applicable component thereof.

Estimated Closing Statement. Not later than the fifth five (5th5) Business Day Days prior to the Closing Date, SD Seller (on behalf of the Sellers and the Company Group) shall prepare or cause to be prepared in good faith and deliver to Buyer the following documents: (xi) an An estimated closing statementbalance sheet of the Company (the “Estimated Closing Balance Sheet”) as of the Effective Time, together with reasonably supporting detail and in the form attached hereto as Exhibit B a written statement (the “Estimated Closing Statement”), executed by an officer of Satcom Direct ) setting forth the Sellers’ and the Company Groupin reasonable detail Seller’s reasonable and good faith estimated calculation estimates of the Closing Date Cash Consideration Indebtedness (the “Estimated Closing Date Cash ConsiderationIndebtedness”) ), Transaction Expenses, Closing Cash, Working Capital, and resulting calculations of the following components thereof: (i) Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”) and the Estimated Closing 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 NWC 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 NWC Deficit.” Exhibit I sets forth, for illustrative purposes only, a calculation of the Indebtedness, Transaction Expenses, Cash, Working Capital, and the resulting calculation of the Net Working Capital Adjustment, as of September 30, 2020 (the “Sample Closing Statement”), (ii) 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 Closing Company Group Bonus Payments”), prepared and (vi) based on the estimates set forth calculated in clauses (i) through (v), accordance with respect to each Seller, the Pro Rata Share of the Estimated Closing Date Cash Consideration such Seller will receive at Closing (for the avoidance of doubt, the sum 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, as set forth in the Payment SpreadsheetGAAP. The Estimated Closing Statement is to (including the amounts of Estimated Closing Indebtedness, Transaction Expenses, Closing Cash, Working Capital and resulting Estimated Net Working Capital Adjustment set forth therein) shall be (a) in the format set forth in the Sample Closing Statement, and the Estimated Closing Balance Sheet and the Estimated Closing Statement shall be prepared and calculated in good faith by Seller in accordance with GAAP, in each case unless otherwise agreed by Seller and Buyer. Until two (2) Business Days prior to the principles set forth on Exhibit D (the “Accounting Principles”)Closing Date, Buyer may propose, and (b) 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 will consider in good faith any reasonable comments that Buyer may have in respect of but is under no obligation to agree to, revisions to the Estimated Closing Balance Sheet and the Estimated Closing Statement. From the Effective Time until the ClosingUnless Seller agrees to any such changes, 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 Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, to the extent set forth in 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 reflected in the calculation wire instructions for (A) Seller, (B) all intended recipients of Estimated Closing Date Cash Consideration therein, payments and any such changes between the Effective Time that are set forth in applicable amounts with respect to the Estimated Closing Statement Indebtedness and so reflected (C) all intended recipients of payments and applicable amounts with respect to the estimated Transaction Expenses, and (y) an acknowledgement and agreement, duly executed by Seller, that the Funds Flow Memorandum sets forth a true and correct calculation of the amounts set forth therein (or a good faith estimate, in the calculation case of the Estimated Closing Date Cash Consideration shall be included in the calculation of Final Closing Date Cash Consideration (as applicable) Indebtedness and any applicable component thereofestimated Transaction Expenses).

Estimated Closing Statement. Not (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 the 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 the fifth at least five (5th5) Business Day Days prior to the Closing Date. In connection with the Buyer’s review of the Estimated Closing Net Working Capital Statement, SD 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 behalf a 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 Sellers and Buyer’s comments pursuant to this Section 1.6(e)(i), the Company Group) Seller shall prepare and deliver to the Buyer no later than two (x2) an estimated closing statementBusiness Days prior to the Closing Date the revised Estimated Closing Net Working Capital, with reasonably supporting detail and in the form attached hereto which shall be substituted as Exhibit B (the “Estimated Closing Statement”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 (as hereinafter defined). (ii) If the Estimated Closing Net Working Capital is less than the Target Net Working Capital, executed by an officer of Satcom Direct setting forth the Sellers’ and the Company Group’s reasonable and good faith estimated calculation of difference shall be a deduction from the Closing Date Cash Consideration (Payment. If the Estimated Closing Net Working Capital exceeds the Target Net Working Capital, the excess shall be an addition to the Closing Date Payment. Any adjustment to the Closing Date Payment pursuant to this Section 1.6(e) is referred to herein as the “Estimated Closing Date Cash Consideration”) and the following components thereof: (i) Net Working Capital (the “Estimated Net Working CapitalAdjustment”), (ii) 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 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 Closing Date Cash Consideration such Seller will receive at Closing (for the avoidance of doubt, the sum 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, as set forth in the Payment Spreadsheet. The Estimated Closing Statement is to be (a) prepared in accordance with the 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. SD Seller (on behalf of the 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 Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, to the extent set forth in the Estimated Closing Statement and reflected in the calculation of Estimated Closing Date 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 Consideration shall be included in the calculation of Final Closing Date Cash Consideration (as applicable) and any applicable component thereof.

Estimated Closing Statement. Not later less than the fifth five (5th5) Business Day Days prior to the Closing Date, SD Seller (on behalf of the Sellers and the Company Group) shall prepare and deliver to Buyer Acquiror a written statement (x“Estimated Closing Statement”) an estimated closing statement, with reasonably supporting detail and in setting forth the form attached hereto as Exhibit B Company’s good faith estimate of (a) the Closing Balance Sheet (the “Estimated Closing Statement”), executed by an officer of Satcom Direct setting forth the Sellers’ and the Company Group’s reasonable and good faith estimated calculation of the Closing Date Cash Consideration (the “Estimated Closing Date Cash ConsiderationBalance Sheet”) and the following components thereof: (b) (i) Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”), (ii) Closing Cash Balance Date Funded Debt (the “Estimated Closing Cash BalanceDate Funded Debt”), (iii) Company Group Debt Closing Date Cash (the “Estimated Company Group DebtClosing Date Cash”), (iv) Selling Closing Date Outstanding Company Expenses (the “Estimated Selling Closing Date Outstanding Company Expenses”), ) and (v) the Closing Company Group Bonus Payments Net Working Capital Adjustment Amount (the “Estimated Closing Company Group Bonus PaymentsNet Working Capital Adjustment Amount”), in each case, together with reasonable backup documentation and supporting detail (vi) based on the estimates set forth in clauses (i) through (v)including, with respect to each Seller, the Pro Rata Share of the Estimated Closing Date Cash Consideration such Seller will receive at Closing (for the avoidance of doubt, a schedule setting forth a list of the sum of each Seller’s Pro Rata Share of Funded Debt in the Estimated Closing Date Cash Consideration shall not exceed Funded Debt and the Outstanding Company Expenses in the Estimated Closing Date Cash Consideration Outstanding Company Expenses (including invoices for the payees thereto or other documentation in the aggregateform reasonably satisfactory to Acquiror) and (y) an itemization and reasonable detail concerning the Payment Information, as set forth in line items within the Payment SpreadsheetEstimated Closing Date Net Working Capital). The Estimated Closing Statement is shall also set forth the Company’s good faith calculation of the Merger Consideration payable to be (a) prepared each Holder as of the Closing Date in accordance with the principles set forth on Exhibit D (the “Accounting Principles”)Payment Allocation Schedule. The Estimated Closing Balance Sheet shall be prepared, and the Estimated Closing Date Net Working Capital, Estimated Closing Date Funded Debt, Estimated Closing Date Cash and Estimated Closing Date Outstanding Company Expenses shall be calculated (bA) in accordance with the Accounting Principles and the definitions contained herein, provided, however, to the extent there is a conflict between the Accounting Principles and the definitions contained herein, the definitions shall prevail and (B) in good faith based on Sellersthe Acquired Companies’ and the Company Group’s books and records and other information readily available at information, including the timeinventory valuations under Section 3.4(a). SD Seller (on behalf Following the delivery of the other Sellers Estimated Closing Statement, during normal business hours and upon reasonable advance notice, the Company Groupshall (x) shall consider provide Acquiror and its Representatives reasonable access to all workpapers (subject to the execution of customary workpaper access letters, if requested) and other books and records to the extent utilized by Company or its Representatives in good faith any the preparation of the Estimated Closing Statement and (y) use reasonable comments that Buyer may have efforts to make available to Acquiror and its Representatives those of its Representatives involved in respect the preparation of the Estimated Closing Statement. From Prior to the Effective Time until the ClosingClosing Date, the Parent Companies Company shall notpromptly consider in good faith any comments of Acquiror to the Estimated Closing Statement, 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 Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, to the extent set forth in the Estimated Closing Statement and reflected in shall be updated to reflect any changes thereto mutually agreed to by the calculation of Estimated Closing Date Cash Consideration thereinparties; provided, and any that if no such changes between the Effective Time that are set forth in mutual agreement is obtained, the Estimated Closing Statement and so reflected in as delivered by the calculation of Estimated Closing Date Cash Consideration Company shall be included used for purposes of the Closing. For the avoidance of doubt, any failure by Acquiror to provide any such comments shall not affect, modify or otherwise prejudice in the calculation of Final Closing Date Cash Consideration (as applicable) any way Acquiror’s rights and any applicable component thereofremedies under this Agreement.

Estimated Closing Statement. Not later than the fifth three (5th3) Business Day Days prior to the Closing Date, 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 Purchaser a statement certified by the Company’s chief executive officer and in the form attached hereto as Exhibit B chief financial officer (the “Estimated Closing Statement”), executed by an officer of Satcom Direct ) setting forth (a) an estimated consolidated balance sheet of the Sellers’ 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 estimate of the Closing Net Debt, Net Working Capital and Transaction Expenses, in each case, as of the Reference Time, in reasonable detail, and (c) 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 Closing Statement shall be subject to the review and the reasonable approval by Purchaser. Promptly after delivering the Estimated Closing Statement to Purchaser, upon Purchaser’s request, the Company will meet with Purchaser to review and discuss the Estimated Closing Statement and the Company Group’s reasonable and will consider in good faith estimated calculation of the Closing Date Cash Consideration (the “Estimated Closing Date Cash Consideration”) and the following components thereof: (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) 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 Closing Company Group Bonus Payments”), and (vi) based on the estimates set forth in clauses (i) through (v), with respect Purchaser’s comments to each Seller, the Pro Rata Share of the Estimated Closing Date Cash Consideration such Seller will receive at Closing (for the avoidance of doubt, the sum of each Seller’s Pro Rata Share of Statement and make any appropriate adjustments to the Estimated Closing Date Cash Consideration 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 not exceed thereafter become the Estimated Closing Date Cash Consideration in the aggregate) and (y) the Payment Information, as set forth in the Payment SpreadsheetStatement for all purposes of this Agreement. The Estimated Closing Statement is to and the determinations contained therein shall be (a) prepared in accordance with the principles set forth on Exhibit D Accounting Principles and otherwise in accordance with this Agreement. The Estimated Closing Statement will also include with respect to (i) Closing Net Debt, the “Accounting Principles”)amount owed to each creditor of any of the Target Companies and, with respect to any Closing Net Debt that Purchaser and the Company agree pursuant to the terms of 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 (bii) 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 that Buyer may have in respect of the Estimated Closing Statement. From the Effective Time until the Closingwith regard to Transaction Expenses, the Parent Companies shall not, amount owed to each payee thereof 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 Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, to the extent set forth in the Estimated Closing Statement and reflected in the calculation of Estimated Closing Date 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 Consideration shall be included in the calculation of Final Closing Date Cash Consideration (as applicable) and any applicable component thereofpayment instructions therefor.

Estimated Closing Statement. Not later than the fifth three (5th3) Business Day Days prior to the Closing Date, 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 Purchaser a statement certified by the Company’s chief executive officer and in the form attached hereto as Exhibit B chief financial officer (the “Estimated Closing Statement”), executed by an officer of Satcom Direct ) setting forth (a) an estimated consolidated balance sheet of the Sellers’ 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 estimate of the Closing Net Debt, Net Working Capital and Transaction Expenses, in each case, as of the Reference Time and along with reasonably detailed calculations, and (c) the resulting estimated Merger Consideration and Merger Consideration Shares to be issued by Pubco at the Closing using the formula in Section 1.8 based on such estimates of Closing Net Debt, Net Working Capital and Transaction Expenses, which Estimated Closing Statement shall be subject to the review and the reasonable approval by Purchaser. Promptly after delivering the Estimated Closing Statement to Purchaser, the Company will meet with Purchaser to review and discuss the Estimated Closing Statement and the Company Group’s reasonable and will consider in good faith estimated calculation of the Closing Date Cash Consideration (the “Estimated Closing Date Cash Consideration”) and the following components thereof: (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) 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 Closing Company Group Bonus Payments”), and (vi) based on the estimates set forth in clauses (i) through (v), with respect Purchaser’s comments to each Seller, the Pro Rata Share of the Estimated Closing Date Cash Consideration such Seller will receive at Closing (for the avoidance of doubt, the sum of each Seller’s Pro Rata Share of Statement and make any appropriate adjustments to the Estimated Closing Date Cash Consideration 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 not exceed thereafter become the Estimated Closing Date Cash Consideration in the aggregate) and (y) the Payment Information, as set forth in the Payment SpreadsheetStatement for all purposes of this Agreement. The Estimated Closing Statement is to and the determinations contained therein shall be (a) prepared in accordance with the principles set forth on Exhibit D 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 “Accounting Principles”)amount owed to each creditor of any of the Target Companies and, with respect to any Closing Net Debt that Purchaser and the 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 (bii) 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 that Buyer may have in respect of the Estimated Closing Statement. From the Effective Time until the ClosingTransaction Expenses, the Parent Companies shall not, amount owed to each payee thereof 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 Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, to the extent set forth in the Estimated Closing Statement and reflected in the calculation of Estimated Closing Date 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 Consideration shall be included in the calculation of Final Closing Date Cash Consideration (as applicable) and any applicable component thereofpayment instructions therefor.

Estimated Closing Statement. Not later than the fifth (5th) At least three Business Day Days prior to the Closing Date, SD Seller (on behalf of the Sellers and the Company Group) shall prepare and will deliver to Buyer (x) an estimated closing statement, with reasonably supporting detail and in the form attached hereto as Exhibit B a statement (the “Estimated Closing Statement”), executed by an officer of Satcom Direct setting forth the Sellers’ and the Company Group’s reasonable and good faith estimated calculation estimate of the Closing Date Cash Consideration Distribution Amount, which will be based on, and which statement will include, Sellers’ good faith estimate (the “Estimated Closing Date Cash Consideration”together with reasonable supporting calculations and documentation with respect thereto) and the following components thereof: of (i) Company Indebtedness; (ii) the aggregate amount of Cash, (iii) Net Working Capital, (iv) the resulting Net Working Capital Adjustment and (v) the aggregate amount of Company Transaction Expenses (itemized by payee), in each case calculated as of the Valuation Time. The Estimated Closing Statement and the component items thereof will be prepared and calculated in accordance with this Agreement and the Accounting Policies. The “Estimated Distribution Amount,” “Estimated Company Indebtedness,” “Estimated Cash,” “Estimated Net Working Capital”), (ii) Closing Cash Balance (the ,” “Estimated Closing Cash Balance”), (iii) Company Group Debt (the Net Working Capital Adjustment” and “Estimated Company Group Debt”)Transaction Expenses” will be the estimates of the Distribution Amount, (iv) Selling Expenses (Company Indebtedness, Cash, Net Working Capital, the “Estimated Selling Net Working Capital Adjustment and Company Transaction Expenses”), (v) respectively, as determined in accordance with this Section 2.2. Sellers shall consider in good faith, and consult with Buyer regarding, any comments on proposed changes to the Closing Company Group Bonus Payments (the “Estimated Closing Company Group Bonus Payments”), and (vi) based on Statement that Buyer may provide in the estimates set forth in clauses (i) through (v), with respect to each Seller, the Pro Rata Share period following delivery of the Estimated Closing Date Cash Consideration such Seller will receive at Closing (for the avoidance of doubt, the sum 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, as set forth in the Payment Spreadsheet. The Estimated Closing Statement is but prior to be (a) prepared in accordance with the 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. SD Seller (on behalf of the 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 ; provided that in no event will 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 Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, to the extent set forth in disagreement regarding the Estimated Closing Statement and reflected in delay the calculation of Estimated Closing Date 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 Consideration shall be included in the calculation of Final Closing Date Cash Consideration (as applicable) and any applicable component thereofClosing.