Common use of Calculation of Closing Consideration Clause in Contracts

Calculation of Closing Consideration. The aggregate consideration to be issued upon the Closing of the Merger (the “Closing Consideration”) to the holders of all (100%) of the issued and outstanding shares of New Core Common Stock outstanding immediately prior to the Effective Time (the “New Core Holders”) shall be comprised of the Initial Shares (defined below) and Additional RDSI Shares (defined below). The Closing Consideration shall be the number of shares of RDSI Common Stock which would equal the sum of: (a) the number of shares of RDSI Common Stock equal to the product of the total number of shares of RDSI Common Stock issued and outstanding immediately prior to the Effective Time multiplied by one thousand eight hundred thirty-four ten thousandths (0.1834) (the “Initial Shares”), plus (b) an additional number of shares of RDSI Common Stock (“Additional RDSI Shares”) if the Computed Valuation of New Core (as defined in Section 2.2(a) below) as of the Valuation Date is greater than fifteen and one-half percent (15.5%) of the sum of such Computed Valuation of New Core and the RDSI Computed Valuation (as defined in Section 2.2(b) below) as of the Valuation Date (the “Aggregate Post-Merger Value”). The aggregate number of Additional RDSI Shares shall equal the number derived from the following equations A and B: A. RDSI Computed Valuation = Per Share B. Computed Valuation of New Core – Initial Shares = Additional Per Share Computed Value RDSI Shares

Calculation of Closing Consideration. The aggregate consideration to be issued upon the Closing of the Merger (the “Closing Consideration”) to the holders of all (100%) of the issued and outstanding shares of New Core Common Stock outstanding immediately prior to the Effective Time (the “New Core Holders”) shall be comprised of the Initial Shares (defined below) and Additional RDSI Shares (defined below). The Closing Consideration shall be the number of shares of RDSI Common Stock which would equal the sum of: (a) the number of shares of RDSI Common Stock equal to the product of the total number of shares of RDSI Common Stock issued and outstanding immediately prior to the Effective Time multiplied by one thousand eight hundred thirty-four ten thousandths (0.1834) (the “Initial Shares”), plus (b) an additional number of shares of RDSI Common Stock (“Additional RDSI Shares”) if the Computed Valuation of New Core (as defined in Section 2.2(a) below) as of the Valuation Date is greater than fifteen and one-half percent (15.5%) of the sum of such Computed Valuation of New Core and the RDSI Computed Valuation (as defined in Section 2.2(b) below) as of the Valuation Date (the “Aggregate Post-Merger Value”). The aggregate number of Additional RDSI Shares shall equal the number derived from the following equations A and B: A. RDSI Computed Valuation = Per ShareShare Number of RDSI Shares Outstanding Computed Immediately Prior to Effective Time Value B. Computed Valuation of New Core – Initial Shares = Additional Per Share Computed Value RDSI Shares