Common use of Closing Consideration Clause in Contracts

Closing Consideration. The aggregate consideration for the Merger (the “Closing Consideration”) to be paid by Parent at the Closing shall be an amount in cash, calculated pursuant to Section 4.1(b), equal to (i) $145,000,000, plus (ii) the Company Cash, minus (iii) the Funded Debt, plus (iv) the amount, if any, by which Closing Net Working Capital exceeds the Net Working Capital Upper Boundary, minus (v) the amount, if any, by which Closing Net Working Capital is less than the Net Working Capital Lower Boundary, minus (vi) $2,000,000 (the “Purchase Price Adjustment Holdback”), minus (vii) the Holder Representative Expense Amount. The Closing Consideration shall be distributed to the holders of the Company’s securities (each such holder of securities, a “Holder”) in the manner specified below and on the Payment Schedule. (i) For each outstanding share of the Company’s preferred stock, par value $0.0001 per share (the “Preferred Shares”), the Holder thereof (each, a “Preferred Holder”) shall be entitled to receive an amount equal to the quotient of (a) $2,999,997 (the “Preferred Stock Liquidation Preference”) divided by (b) the aggregate number of Preferred Shares issued and outstanding as of immediately prior to the Effective Time (the “Preferred Stock Merger Consideration”). (ii) For each outstanding share of the Company’s common stock, par value $0.0001 per share (the “Common Shares” and, together with the Preferred Shares, the “Shares”), the Holder thereof (each, a “Common Holder”) shall be entitled to receive an amount (the “Per Share Amount”) equal to the quotient of (a) the Closing Consideration, plus the aggregate exercise price of all Company Options (whether vested or unvested) that are outstanding immediately prior to the Effective Time, minus the Preferred Stock Liquidation Preference, divided by (b) the aggregate number of Common Shares (including Company Restricted Shares) issued and outstanding as of immediately prior to the Effective Time, plus the aggregate number of shares of common stock underlying the Company Options (whether vested or unvested) that are outstanding immediately prior to the Effective Time. (iii) For the avoidance of doubt, in no event shall Parent or its Affiliates be obligated to make any payments to any Holders pursuant to this Agreement that, together with the Purchase Price Adjustment Holdback (to the extent it becomes payable), in the aggregate exceed (i) the Closing Consideration as calculated in this Section 4.1 and (ii) the Earn-Out Consideration (to the extent it becomes payable up to the Earn-Out Cap) on the terms and subject to the conditions set forth in Section 4.2, other than payments in respect of indemnification of the Holders by Parent under Section 9.2(b).

Closing Consideration. The aggregate (a) In consideration of the sale, assignment, transfer and delivery of the Purchased Shares by the Seller to Buyer, at the Closing, Parent shall on behalf of Buyer deliver Seven Million Dollars (US$7,000,000), as adjusted in accordance with Section 2.3 below (the “Purchase Price”) payable Five Million Seven Hundred Fifty Thousand Dollars ($5,750,000) in shares of Parent Common Stock (the “Stock Consideration”) at an agreed upon value based upon the VWAP (the “Agreed Parent Share Price”), a senior secured promissory note of Holdings (the “Secured Note”) in the amount of One Million Dollars ($1,000,000), secured by the assets of Holdings (subject to adjustment as provided in section 2.3(c) for the Merger amount of working capital balance, if any, on the Closing Date) (the “Final Working Capital”) and Two Hundred Fifty Thousand Dollars ($250,000) cash (the “Cash Purchase Amount”, and together with the Stock Consideration and Secured Note, the “Purchase Price”) to the Seller as follows: (i) delivery to the Seller of an aggregate of (A) the Stock Consideration less the Escrow Shares minus (B) the number of shares equal to the Estimated Working Capital Deficiency Amount divided by the Agreed Parent Share Price (the “Closing ConsiderationShares”); (C) to be paid by Parent at the Closing shall be an amount in cash, calculated pursuant to Section 4.1(b), Secured Note plus (D) the value equal to the Estimated Working Capital Excess Amount and (iE) $145,000,000, plus the Cash Purchase Amount; and (ii) delivery to the Company Cash, minus Escrow Agent of Fifteen (iii15%) percent of the Funded Debt, plus (iv) the amount, if any, by which Closing Net Working Capital exceeds the Net Working Capital Upper Boundary, minus (v) the amount, if any, by which Closing Net Working Capital is less than the Net Working Capital Lower Boundary, minus (vi) $2,000,000 Stock Consideration (the “Purchase Price Adjustment Holdback”), minus (vii) the Holder Representative Expense Amount. The Closing Consideration shall be distributed to the holders of the Company’s securities (each such holder of securities, a “Holder”) in the manner specified below and on the Payment Schedule. (i) For each outstanding share of the Company’s preferred stock, par value $0.0001 per share (the “Preferred Escrow Shares”), the Holder thereof (each, a “Preferred Holder”) shall be entitled to receive an amount equal to the quotient of (a) $2,999,997 (the “Preferred Stock Liquidation Preference”) divided by (b) the aggregate number of Preferred Shares issued and outstanding as of immediately prior to the Effective Time (the “Preferred Stock Merger Consideration”). (iib) For each outstanding share of the Company’s common stock, par value $0.0001 per share One Hundred (100%) Percent (the “Common Shares” and, together with Seller Percentage”) of the Preferred Shares, Closing Shares and the “Shares”), Escrow Shares (upon release under the Holder thereof (each, a “Common Holder”terms of the Escrow Agreement) shall be entitled distributed to receive an amount Seller. (c) In the “Per Share Amount”event of a Qualified Financing, twenty-five (25%) equal percent of the net proceeds thereof shall be applied to repayment of principal and interest due under the quotient Secured Note unless Seller shall have previously sold at least one-million ($1,000,000) of (a) the Closing Consideration, plus the aggregate exercise price of all Company Options (whether vested Stock Consideration on or unvested) that are outstanding immediately prior to the Effective Time, minus the Preferred Stock Liquidation Preference, divided by (b) the aggregate number date of Common Shares (including Company Restricted Shares) issued and outstanding as of immediately prior to the Effective Time, plus the aggregate number of shares of common stock underlying the Company Options (whether vested or unvested) that are outstanding immediately prior to the Effective Time. (iii) For the avoidance of doubt, in no event shall Parent or its Affiliates be obligated to make any payments to any Holders pursuant to this Agreement that, together with the Purchase Price Adjustment Holdback (to the extent it becomes payable), in the aggregate exceed (i) the Closing Consideration as calculated in this Section 4.1 and (ii) the Earn-Out Consideration (to the extent it becomes payable up to the Earn-Out Cap) on the terms and subject to the conditions set forth in Section 4.2, other than payments in respect of indemnification closing of the Holders by Parent under Section 9.2(b)Qualified Financing.

Closing Consideration. The aggregate consideration for payable by the Merger Parent Group on Closing (the “Closing Aggregate Consideration”) to be paid by Parent at the Closing shall be an amount in cash, calculated pursuant to Section 4.1(b), equal to (i) $145,000,000, plus (ii) the Company Cash, minus (iii) the Funded Debt, plus (iv) the amount, if any, by which Closing Net Working Capital exceeds the Net Working Capital Upper Boundary, minus (v) the amount, if any, by which Closing Net Working Capital is less than the Net Working Capital Lower Boundary, minus (vi) $2,000,000 (the “Purchase Price Adjustment Holdback”), minus (vii) the Holder Representative Expense Amount. The Closing Consideration shall be distributed to the holders of the Company’s securities (each such holder of securities, a “Holder”) in the manner specified below and on the Payment Schedule.be: (i) For each outstanding share of the Company’s preferred stock, par value $0.0001 per share (the “Preferred Shares”), the Holder thereof (each, a “Preferred Holder”) shall be entitled to receive an amount equal to the quotient of (a) $2,999,997 (the “Preferred Stock Liquidation Preference”) divided by (b) the aggregate number of Preferred Shares issued and outstanding as of immediately prior to the Effective Time (the “Preferred Stock Merger Consideration”). (ii) For each outstanding share of the Company’s common stock, par value $0.0001 per share (the “Common Shares” and, together with the Preferred Shares, the “Shares”), the Holder thereof (each, a “Common Holder”) shall be entitled to receive an amount (the “Per Share Amount”) equal to the quotient of (a) the Closing Consideration, Base Valuation; plus the aggregate exercise price of all Company Options (whether vested or unvested) that are outstanding immediately prior to the Effective Time, minus the Preferred Stock Liquidation Preference, divided by (b) the aggregate number of Common Shares (including Company Restricted Shares) issued and outstanding as of immediately prior to the Effective Time, plus the aggregate number of shares of common stock underlying the Company Options (whether vested or unvested) that are outstanding immediately prior to the Effective Time. (iii) For the avoidance of doubt, [***] Certain information in no event shall Parent or its Affiliates be obligated to make any payments to any Holders this document has been excluded pursuant to this Agreement thatRegulation S-K, together with the Purchase Price Adjustment Holdback (to the extent it becomes payableItem 601(b)(10), in the aggregate exceed . Such excluded information is both (i) the Closing Consideration as calculated in this Section 4.1 not material and (ii) the Earn-Out Consideration type that the Registrant treats as private or confidential. (b) the Deferred Tax Assets; plus (c) the Closing Net Cash; less (d) the Closing Total Indebtedness (if any, which shall expressly exclude any amounts deposited on account of the [***] and the [***] in the Indemnity Escrow Amount, however shall include loans or borrowings by the Group Companies to repay [***] and costs arising from the [***] on a full and final settlement basis to the extent it becomes payable up such amounts were repaid prior to Closing, and only if and to the extent such amounts were reflected as a reduction in the Indemnity Escrow Amount and not deposited in the Escrow Account; plus (e) an amount by which the Closing Working Capital exceeds the Target Working Capital or minus the amount by which the Closing Working Capital falls short of the Target Working Capital (as applicable). The Parties agree that the Aggregate Consideration (excluding the Earn-Out CapConsideration) on may exceed $ 200,000,000 in cash and Equity Consideration Amount subject to and in accordance with the terms of this Agreement. The Aggregate Consideration shall be allocated among the Participating Equity Holders in accordance with this Agreement and subject the Memorandum of Association (it being noted that holders of Vested Options and Company RSU's have a contractual right to receive consideration as if they received Ordinary Shares (less the exercise price and any withholdings) and are not entitled to any payment made pursuant to clause 11(a) of the Memorandum of Association), as adjusted in accordance with Section 3.5. Notwithstanding anything to the conditions set forth in Section 4.2contrary, other than payments in respect of indemnification of the Holders by Parent under Section 9.2(bany deductions and additions to be made pursuant to sections (a) to (e) (inclusive), shall at all times be made without duplication.

Closing Consideration. The At the Closing, subject to and upon the terms and conditions of this Agreement, the Purchaser shall issue and deliver to the Sellers an aggregate consideration for number of Purchaser Class A Ordinary Shares equal to (A) the Merger quotient obtained by dividing (a) the sum of (the “Closing ConsiderationCompany Valuation”) to be paid by Parent at the Closing shall be an amount in cash, calculated pursuant to Section 4.1(b), equal to (i) $145,000,000Seven Billion Three Hundred Fifty Four Million Six Hundred Fifteen Thousand Three Hundred Eighty Five U.S. Dollars (US$7,354,615,385), plus (or minus the absolute value if such amount is negative) (ii) the Company Cash, minus (iii) the Funded Debt, plus (iv) the amount, if any, amount by which Closing the Estimated Net Working Capital exceeds the Target Net Working Capital Upper BoundaryAmount; minus (or plus the absolute value if such amount is negative) (iii) the Estimated Closing Net Indebtedness, minus (viv) the amount, if any, by which Closing Net Working Capital is less than the Net Working Capital Lower Boundary, minus (vi) $2,000,000 (the “Purchase Price Adjustment Holdback”), minus (vii) the Holder Representative Expense Amount. The Closing Consideration shall be distributed to the holders amount of the Company’s securities (each such holder of securities, a “Holder”) in the manner specified below and on the Payment Schedule. (i) For each outstanding share of the Company’s preferred stock, par value $0.0001 per share (the “Preferred Shares”), the Holder thereof (each, a “Preferred Holder”) shall be entitled to receive an amount equal to the quotient of (a) $2,999,997 (the “Preferred Stock Liquidation Preference”) divided any unpaid Transaction Expenses; by (b) the aggregate number of Preferred Shares issued and outstanding as of immediately prior to the Effective Time $10.00 (such quotient, the “Preferred Stock Merger ConsiderationClosing Exchange Shares”). ; less (iiB) For each outstanding the Escrow Shares deposited in the Escrow Account in accordance with Section 1.3. Each Seller shall receive his, her or its pro rata share of the CompanyClosing Exchange Shares (and any adjustments to the number of Closing Exchange Shares under Section 1.5, including in connection with any Escrow Shares released from the Escrow Account) based on the percentage of Purchased Shares owned by such Seller as compared to the total number of Purchased Shares owned by all Sellers (such percentage being each such Seller’s common stock, par value $0.0001 per share (the “Common Shares” and, together with the Preferred Shares, the “SharesPro Rata Share”). Notwithstanding anything to the contrary contained herein, no fraction of a Purchaser Class A Ordinary Share will be issued by the Holder thereof (eachPurchaser by virtue of this Agreement or the transactions contemplated hereby, a “Common Holder”) shall and each Person who would otherwise be entitled to receive an amount a fraction of a Purchaser Class A Ordinary Share (after aggregating all fractional Purchaser Class A Ordinary Shares that would otherwise be received by such Person) shall instead have the “Per Share Amount”) equal to the quotient of (a) the Closing Consideration, plus the aggregate exercise price of all Company Options (whether vested or unvested) that are outstanding immediately prior to the Effective Time, minus the Preferred Stock Liquidation Preference, divided by (b) the aggregate number of Common Purchaser Class A Ordinary Shares (including Company Restricted Shares) issued and outstanding as of immediately prior to the Effective Time, plus the aggregate number of shares of common stock underlying the Company Options (whether vested or unvested) that are outstanding immediately prior to the Effective Time. (iii) For the avoidance of doubt, in no event shall Parent or its Affiliates be obligated to make any payments to any Holders pursuant to this Agreement that, together with the Purchase Price Adjustment Holdback (to the extent it becomes payable), such Person rounded down in the aggregate exceed (i) the Closing Consideration as calculated in this Section 4.1 and (ii) the Earn-Out Consideration (to the extent it becomes payable up to the Earn-Out Cap) on the terms and subject to the conditions set forth in Section 4.2, other than payments in respect of indemnification of the Holders by Parent under Section 9.2(b)nearest whole Purchaser Class A Ordinary Share.