Pre-Closing Statement. Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Purchaser # a statement (the “Pre-Closing Statement”), substantially similar in form to the illustrative example set forth on [Exhibit B], setting forth # the Company’s good faith estimate of Working Capital as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital”), # the Company’s calculation of the Company Transaction Expenses, # the Company’s calculation of Closing Date Indebtedness, # the Company’s good faith estimate of the Closing Cash as of the close of business on the Closing Date (the “Estimated Closing Cash”), # the Per Share Preferred Consideration (calculated with respect to the shares of Preferred Stock based on the dates of issuance of such shares of Preferred Stock), # the Per Share Common Consideration, # the number of Fully Diluted Shares, # the number of Fully Diluted Preferred Shares, # the amount, and the calculation of, the Company’s good faith estimate of the Purchase Price derived from the items described in this [Section 2.5(a)(i)(B)-(D)])] and determined without reference to Working Capital (such resulting calculation, the “Estimated Purchase Price”) (provided that, if the Working Capital Target exceeds such calculation of the Estimated Closing Date Working Capital, then # the Estimated Purchase Price shall be reduced by the amount of such excess plus One Million Dollars ($1,000,000) and # the amount resulting therefrom shall be the Estimated Purchase Price for purposes of this Agreement), and # the amount, and the calculation of, the Closing Payments derived from the Estimated Purchase Price, # a certificate signed by an authorized executive officer of the Company that the Pre-Closing Statement and the determinations and calculations contained therein were prepared in a manner consistent with the relevant definitions set forth in this Agreement and in accordance with the Accounting Rules, and # the Pay-Off Letters. The Company shall provide Purchaser with reasonable access during normal business hours to the books and records of the Company, and other Company documents, to review the information set forth in the Pre-Closing Statement prior to the Closing Date; provided, however, that # such access shall not be a condition to Closing under this Agreement and # Purchaser and Merger Sub shall be entitled to rely on the Pre-Closing Statement in making payments under [Section 2.2] and Purchaser and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Pre-Closing Statement.

Pre-Closing Statement. NotNo later than three (3) Business Days prior tosixty (60) days after the Closing Date, Purchaser shall cause to be prepared in good faith and delivered to the Company shall deliver to Purchaser #Representative a statement (the “Pre-Closing“Closing Statement”), substantially similar in form to the illustrative example set forth on [Exhibit B],Pre-Closing Statement, setting forth # the Company’Purchaser’s good faith estimatecalculation of # Working Capital as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital”),Date, # the Company’samount, if any, by which such calculation of Working Capital exceeds the Company Transaction Expenses, #Working Capital Target or the Company’samount, if any, by which the Working Capital Target exceeds such calculation of Closing Date Indebtedness,Working Capital, # the Company’s good faith estimateeach of the Closing Cashitems described in [Section 2.5(a)(i)(B)-(H)])] above, as of the close of business on the Closing Date (the “Estimated Closing Cash”), # the Per Share Preferred Consideration (calculated with respect to the shares of Preferred Stock based on the dates of issuance of such shares of Preferred Stock), # the Per Share Common Consideration, # the number of Fully Diluted Shares, # the number of Fully Diluted Preferred Shares, # the amount, and the calculation of, the Company’s good faith estimate of the Purchase Price derived from the items described in this [Section 2.5(a)(i)(B)-(D)])] and determined without reference to Working Capital (such resulting calculation, the “Estimated Purchase Price”) (provided that, if the Working Capital Target exceeds such calculation of the Estimated Closing Date Working Capital, then # the Estimated Purchase Price shall be reduced by the amount of such excess plus One Million Dollars ($1,000,000) and # the amount resulting therefrom shall be the Estimated Purchase Price for purposes of this Agreement), and # the amount, and the calculation of, the Closing PaymentsPurchase Price derived solely from the Estimatedforegoing items (collectively, the “Closing Date Purchase Price, #Price”), together with a certificate signed by an authorized executive officer of the CompanyPurchaser that the Pre-Closing Statement and the determinations and calculations contained therein were prepared in a manner consistent with the relevant definitions set forth in this Agreement and in accordance with the Accounting Rules,Rules. If Purchaser fails to deliver the Closing Statement within such sixty (60) day period, then in addition to any other rights the Representative may have under this Agreement, the Representative shall have the right to elect that the Estimated Purchase Price (as adjusted to incorporate the amount, if any, by which the Estimated Closing Date Working Capital exceeds the Working Capital Target or the amount, if any, by which the Working Capital Target exceeds the Estimated Closing Date Working Capital) be deemed to be the amount of the Final Closing Date Purchase Price and #be final and binding and used for purposes of calculating the Pay-Off Letters.adjustment pursuant to [Section 2.5(b)] above. The Company shall provide Purchaser with reasonable access during normal business hoursParties acknowledge that no adjustments may be made to the books and records of the Company, and other Company documents, to review the information set forth in the Pre-Closing Statement prior to the Closing Date; provided, however, that # such access shall not be a condition to Closing under this Agreement and # Purchaser and Merger Sub shall be entitled to rely on the Pre-Closing Statement in making payments under [Section 2.2] and Purchaser and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Pre-Closing Statement.Working Capital Target.