Common use of Consideration Spreadsheet Clause in Contracts

Consideration Spreadsheet. (a) Concurrently with the execution and delivery of this Agreement, the Company has prepared and delivered to Buyer a spreadsheet (the “Consideration Spreadsheet), which is attached hereto as Schedule 1.1 and sets forth, as of the Closing Date, the following: (i) the names and addresses of all Company Shareholders and the number of shares of Company Preferred Stock and Company Common Stock held by such Persons; (ii) the names, and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to Options held by such Optionholders, the grant date, exercise price and vesting schedule for such Options; (iii) the names, and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such Warrants; (iv) detailed calculations of the Consideration; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Shares. (b) The Parties agree that Buyer and Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet.

Consideration Spreadsheet. (a) Concurrently with At least three (3) Business Days prior to the execution and delivery of this AgreementClosing, the Company has prepared and delivered shall deliver to Buyer the Parent Parties a spreadsheet (the “Closing Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 prepared by the Company in good faith and sets forthdetailing the following, in each case, as of immediately prior to the Closing Date, the followingEffective Time: (i) the names name and addresses address of all record of each Company Shareholders Stockholder and the number and class, type or series of shares of Company Preferred Stock and Company Common Capital Stock held by such Personseach; (ii) the namesaggregate number of shares of subject to Company Options, the names of record of each holder of Company Options, and the exercise price, number of shares of Company Capital Stock subject to each Company Options held by such holder (including, in the case of unvested Company Options, the vesting schedule, vesting commencement date, date fully vested); (iii) the aggregate number of vested Company RSUs issued and outstanding, the names of record of each holder of Company RSUs, and the exercise price, number of shares of Company Capital Stock subject to each Company RSU held by such holder (including, in the case of unvested Company RSUs, the vesting schedule, vesting commencement date, date fully vested); (iv) the aggregate number of shares subject to Company Warrants, the names and addresses of record of each holder of Company Warrants and the exercise price, number and class, type or series of shares of Company Capital Stock subject to each Company Warrant held by it; (v) the extent reasonably available names of all Optionholdersrecord of each holder of a Company Convertible Note, together with the loan amount (principal and interest) and the number of shares of Company Common Stock subject or Company Preferred Stock (on an as converted to Options held by Company Common Stock basis) issuable upon conversion of such Optionholders, the grant date, exercise price and vesting schedule for such OptionsCompany Convertible Note; (iiivi) the namesnumber of Adjusted Aggregate Fully Diluted Company Common Stock; (vii) detailed calculations of each of the following (in each case, and addresses determined without regard to withholding): (A) the Closing Merger Consideration; (B) the Conversion Ratio; (C) the Incentive Merger Consideration; and (D) for each Person that is a Company Stockholder immediately prior to the extent reasonably available Effective Time (other than holders of all Warrantholders, together with Dissenting Shares) the quotient (expressed as a percentage) of (i) aggregate number of shares of Company Common Stock subject to Warrants that are held by such Warrantholders and Company Stockholder; divided by (b) the exercise price for such Warrants; Aggregate Fully Diluted Company Shares (iv) detailed calculations of the Consideration; (v) each Seller Party’s “Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesPortion”). (b) The Parties contents of the Closing Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Closing Consideration Spreadsheet. The parties agree that Buyer and Merger Sub Parent shall be entitled to rely on Schedule 1.1 the Closing Consideration Spreadsheet in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration SpreadsheetARTICLE III.

Consideration Spreadsheet. (a) Concurrently with At least five (5) Business Days prior to the execution and delivery of this AgreementClosing, the Company has prepared and delivered shall deliver to Buyer Parent a spreadsheet (the “Form Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 prepared by the Company in good faith and sets forthsetting forth the following, in each case, as of immediately prior to the Closing DateEffective Time, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the followingConsideration Spreadsheet: (i) the names name and addresses address of all record of each Company Shareholders Stockholder and the number and class, type or series of shares of Company Preferred Stock and Company Common Stock held by such Personseach; (ii) the names, names of record of each holder of Company Warrants and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to Options each Company Warrant held by such Optionholders, the grant date, exercise price and vesting schedule for such Optionsit; (iii) the namesnames of record of each holder of Vested Company Options, and addresses the exercise price, number of shares of Company Common Stock subject to each Vested Company Option held by it; (iv) the extent reasonably available names of all Warrantholdersrecord of each holder of Unvested Company Options, together and the exercise price, number of shares of Company Common Stock subject to each such Unvested Company Option held by it and vesting arrangements with respect to each such Unvested Company Option (including the vesting schedule, vesting commencement date, date fully vested); (v) the names of record of each holder of Company Restricted Stock Units, and the number of shares of Company Common Stock subject to Warrants each such Company Restricted Stock Unit held by it and vesting arrangements with respect to each such Warrantholders and Company Restricted Stock Unit (including the exercise price for such Warrants; (iv) detailed calculations of the Consideration; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock termsvesting schedule, as applicable) of the Considerationvesting commencement date, date fully vested); (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest the name and the interest in dollar or stock terms, as applicable) address of record of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow SharesPre-PIPE Convertible Noteholder; (vii) the number of Fully Diluted Company Shares; (viii) the aggregate number of Rollover Option Shares; (ix) detailed calculations of each Seller Partyof the following (in each case, determined without regard to withholding): (A) the amount of the Company’s Pro Rata Percentage Indebtedness as of immediately prior to Closing; (as a percentage interest B) the Closing Merger Consideration Shares; (C) the Closing Per Share Merger Consideration payable to each named Company Stockholder for each share of Company Common Stock held by such Company Stockholder and the interest aggregate portion of the Merger Consideration Shares payable to such Company Stockholder; (D) to the extent applicable, the pro rata portion of any shares of Parent Class A Common Stock payable to each named Company Stockholder in dollar connection with expired or stock termsforfeited Converted Stock Options, as applicableprovided in Section 3.2(a)(ii); (E) of the Earnout Funds Closing Exchange Ratio; (F) for each Converted Stock Option, the exercise price therefor and the Earnout Sharesnumber of shares of Parent Class A Common Stock subject to such Converted Stock Option and whether such Converted Stock Option constitutes a Vested Company Option or Unvested Company Option (G) for each Converted Restricted Stock Unit, the number of shares of Parent Class A Common Stock subject to such Converted Restricted Stock Unit and whether such Converted Restricted Stock Unit constitutes a vested Restricted Stock Unit or unvested Restricted Stock Unit; (H) for each Company Warrant, the exercise price therefor and the number of shares of Parent Common Stock subject to such Company Warrant; and (viiiI) each Seller Party’s Pro Rata Percentage the aggregate number of shares of Parent Class A Common Stock issuable upon exercise of all the Converted Stock Options. (as a percentage interest and the interest in dollar x) any explanatory or stock termssupporting information, including calculations, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesParent may reasonably request. (b) The Parties agree that Buyer Consideration Spreadsheet delivered hereunder shall be true complete and correct and shall contain the same information described in this Section 3.5, subject to Parent’s rights pursuant to Section 3.4(c). (c) The contents of the Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by P▇▇▇▇▇ and shall comport with the provisions of this Agreement, but the Company shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. Under no circumstances shall Parent or Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration SpreadsheetSpreadsheet and the parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under Article IV. (d) Nothing contained in this Section 3.5 or in the Consideration Spreadsheet shall be construed or deemed to: (i) modify the Company’s obligations pursuant to Section 6.1(a)(xx) to obtain Parent’s prior consent to the issuance of any securities; or (ii) alter or amend the definition of Closing Merger Consideration Shares or Closing Exchange Ratio.

Consideration Spreadsheet. (a) Concurrently At least five (5) Business Days before the Closing and concurrently with the execution and delivery of this Agreementthe Estimated Closing Statement, the Company has prepared shall prepare and delivered deliver to Buyer Parent a spreadsheet (the “Consideration Spreadsheet”), certified by an officer of the Company, which is attached hereto as Schedule 1.1 and sets shall set forth, as of the Closing Date and immediately prior to the Effective Date, the following: (i) the names and addresses of all Company Shareholders Stockholders and the number of shares of Company Preferred Stock and Company Common Stock Shares held by such Persons; (ii) the names, names and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock Shares subject to Options held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Options; (iii) the names, names and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Company Common Stock Shares subject to Warrants held by such Warrantholders and Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) detailed calculations the names and addresses of all RSU Holders, together with the Considerationnumber of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Seller Party’s Securityholders’ Pro Rata Percentage Share (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Closing Merger Consideration;; and (viix) each Seller Party’s Securityholders’ Pro Rata Percentage Share (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to Escrow Amount, the Escrow Funds Net Working Capital Fund and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesSecurityholders’ Representative Fund. (b) The Parties parties agree that Buyer and Parent, Merger Sub and Paying Agent shall be entitled to rely on Schedule 1.1 the Consideration Spreadsheet in making payments under Article 1 II, and Buyer Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the such Consideration Spreadsheet.

Consideration Spreadsheet. (a) Concurrently with At least five Business Days prior to the execution and delivery of this AgreementClosing, the Company has prepared and delivered shall deliver to Buyer Parent a spreadsheet (the “Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 prepared by the Company in good faith and sets forthsetting forth the following, in each case as of immediately prior to the Closing DateEffective Time based, when relevant, on assumptions reasonably acceptable to Parent and that are described in detail in the followingConsideration Spreadsheet: (i) the names name and addresses address of all record of each Company Shareholders Stockholder and the number and class, type, or series of shares of Company Capital Stock held by each; (ii) the names of record of each holder of Company Warrants and the exercise price, number of shares of Company Preferred Stock and Company Common Stock held by such Persons; (ii) the names, and addresses to the extent reasonably available of all Optionholders, together with the number of shares of or Company Common Stock subject to Options each such Company Warrant held by such Optionholders, the grant date, exercise price it and any vesting schedule for such Optionsschedules or expiration dates; (iii) the names, and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Fully Diluted Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such WarrantsShares; (iv) detailed calculations of each of the Consideration;following (in each case, determined without regard to withholding): (A) the Closing Per Share Merger Consideration payable to each named Company Stockholder; and (B) the Closing Exchange Ratio with respect to (I) each Company Stockholder that hold Series E Convertible Preferred Stock and (II) Company Stockholders other than Company Stockholders that hold Series E Convertible Preferred Stock; and (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar any explanatory or stock termssupporting information, including calculations, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesParent may reasonably request. (b) The Parties agree that Buyer Consideration Spreadsheet delivered hereunder shall be true complete and correct and shall contain the same information described in this Section 3.6, subject to Parent’s rights pursuant to Section 3.6(a)(v). (c) The contents of the Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by P▇▇▇▇▇, and shall comport with the provisions of this Agreement, but the Company shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. Under no circumstances shall Parent or Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet and the parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under Article IV. (d) Prior to the Closing, the Company shall update the Consideration Spreadsheet, and deliver such updated Consideration Spreadsheet to Parent, as promptly as practicable after the occurrence of any event that would change the information set forth in the latest version of the Consideration Spreadsheet that it previously delivered to Parent. (e) Nothing contained in this Section 3.6 or in the Consideration Spreadsheet shall be construed or deemed to: (i) modify the Company’s obligations pursuant to Section 6.1(b)(xviii) to obtain Parent’s prior consent to the issuance of any securities; or (ii) alter or amend the definitions of the Closing Merger Consideration Shares or the Merger Consideration Shares.

Consideration Spreadsheet. (a) Concurrently At least three (3) Business Days prior to the Closing and concurrently with the execution and delivery of this Agreementthe Estimated Closing Statement, and as a portion thereof, the Company has prepared shall prepare and delivered deliver to Buyer Parent a spreadsheet (the “Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 and sets shall set forth, as of the Closing DateDate and immediately prior to the Effective Time, the following: (i) the names and addresses of all Company Shareholders Stockholders and the number of shares of Company Preferred Stock and Company Common Stock held by such Persons; (ii) detailed calculations of the names, allocation of the Estimated Closing Merger Consideration and addresses to the extent reasonably available of all Optionholders, together with Closing Share Payment among the number of shares of Company Common Stock subject to Options held by such OptionholdersStock, the grant date, exercise price and vesting schedule for such Optionscalculated on a fully diluted basis; (iii) each Stockholder’s Pro Rata Share (as a percentage interest) of the names, Closing Share Payment (and addresses to the extent reasonably available each Stockholder’s Pro Rata Share (as a percentage interest) of all Warrantholders, together with the number of shares of Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such Warrantsany Upward Adjustment Amount or Downward Adjustment Amount under Section 2.17 when payable); (iv) detailed calculations each Stockholder’s Pro Rata Share (as a percentage interest) of any cash to be contributed to the payment of the ConsiderationStockholder Representative Expense Fund; (v) each Seller PartyStockholder’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) Share of the Consideration;Escrow Shares; and (vi) each Seller PartyStockholder’s Pro Rata Percentage Share (as a percentage interest and the interest in dollar or stock terms, as applicableinterest) of the amount of any potential Earn-Out Amount or Forfeiture Amount pursuant to be contributed Section 2.19 (or other amounts pursuant to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesSection 2.19(h)). (b) The Parties parties agree that Buyer Parent and Merger Sub shall be entitled to rely on Schedule 1.1 the Consideration Spreadsheet in making payments or issuing consideration under Article 1 II and Buyer Parent and Merger Sub and, following Closing, the Surviving Corporation shall not be responsible for the calculations or the determinations regarding such calculations in the such Consideration Spreadsheet.

Consideration Spreadsheet. (a) Concurrently At least three (3) Business Days prior to the Closing and concurrently with the execution and delivery of this Agreementthe Estimated Closing Statement, and as a portion thereof, the Company has prepared shall prepare and delivered deliver to Buyer Parent a spreadsheet (the “Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 and sets shall set forth, as of the Closing DateDate and immediately prior to the Effective Time, the following: (i) the names and addresses of all Company Shareholders Stockholders and the number of shares of Company Preferred Stock and Company Common Stock held by such Persons; (ii) detailed calculations of the namesallocation of the Estimated Closing Merger Consideration and the Closing Share Payment among the Company Stock, and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to Options held by such Optionholders, the grant date, exercise price and vesting schedule for such Optionscalculated on a fully diluted basis; (iii) each Stockholder’s Pro Rata Share (as a percentage interest) of the names, Closing Share Payment (and addresses to the extent reasonably available each Stockholder’s Pro Rata Share (as a percentage interest) of all Warrantholders, together with the number of shares of Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such Warrantsany Upward Adjustment Amount or Downward Adjustment Amount under Section 2.17 when payable); (iv) detailed calculations each Stockholder’s Pro Rata Share (as a percentage interest) of any cash to be contributed to the payment of the ConsiderationStockholder Representative Expense Fund; (v) each Seller PartyStockholder’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) Share of the Consideration;Escrow Shares; and (vi) each Seller PartyStockholder’s Pro Rata Percentage Share (as a percentage interest and the interest in dollar or stock terms, as applicableinterest) of the amount of any potential Earn-Out Amount pursuant to be contributed Section 2.19 and Section 2.20, or Forfeiture Amount pursuant to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesSection 2.19. (b) The Parties parties agree that Buyer Parent and Merger Sub shall be entitled to rely on Schedule 1.1 the Consideration Spreadsheet in making payments or issuing consideration under Article 1 II and Buyer Parent and Merger Sub and, following Closing, the Surviving Corporation shall not be responsible for the calculations or the determinations regarding such calculations in the such Consideration Spreadsheet.

Consideration Spreadsheet. (a) Concurrently with Not later than five (5) Business Days prior to the execution and delivery of this AgreementClosing Date, the Company has prepared and delivered shall deliver to Buyer Parent a spreadsheet Consideration Spreadsheet (the “Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 prepared by the Company in good faith and sets forthdetailing the following, in each case, as of immediately prior to the Closing DateEffective Time, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the followingConsideration Spreadsheet: (i) the names name and addresses address of all record of each Company Shareholders Stockholder and the number and class, type or series of shares of Company Capital Stock held by each, and in the case of shares of each series of Company Preferred Stock, the number of shares of Company Common Stock into which such shares of Company Preferred Stock and Company Common Stock held by such Personsare convertible; (ii) the namesnames and addresses of record of each holder of Company Warrants and the exercise price, number and class, type or series of shares of Company Capital Stock subject to each Company Warrant held by it; (iii) the names of record of each holder of Vested Company Options, and addresses to the extent reasonably available of all Optionholdersexercise price, together with the number of shares of Company Common Stock subject to Options each Vested Option held by such Optionholders, the grant date, exercise price and vesting schedule for such Optionsit; (iiiiv) the namesnames of record of each holder of Unvested Company Options, and addresses to the extent reasonably available of all Warrantholdersexercise price, together with the number of shares of Company Common Stock subject to Warrants each such Unvested Company Option held by it and vesting arrangements with respect to each such Warrantholders and Unvested Company Option (including the exercise price for such Warrants; (iv) detailed calculations of the Considerationvesting schedule, vesting commencement date, date fully vested); (v) the names of record of each Seller Party’s Pro Rata Percentage holder of a Company Convertible Note, the loan amount (as a percentage interest principal and interest) and the interest in dollar or stock terms, as applicable) number of the Considerationshares of Company Common Stock issuable upon conversion of such Company Convertible Note; (vi) the name and address of record of each Seller Party’s Pro Rata Percentage (as a percentage interest holder of Subsidiary Capital Stock and the interest in dollar number and class, type or stock termsseries of shares of Subsidiary Capital Stock held by each, as applicable) of the amount to be contributed to the Escrow Funds and the number of shares of Buyer Company Common Stock to be contributed to the Escrow Sharesinto which such shares of Subsidiary Capital Stock are convertible; (vii) the number of Fully Diluted Company Shares; (viii) the number of Deemed Outstanding Company Series F Preferred Shares; (ix) the aggregate number of Rollover Warrant Shares; (x) the aggregate number of Rollover Option Shares; (xi) the aggregate number of shares of Common Stock issuable upon exercise of the Unvested Company Options; (xii) the aggregate investment amount and the number of shares of Common Stock issuable upon conversion or exchange of all of the outstanding Subsidiary Capital Stock; (xiii) detailed calculations of each Seller Party’s of the following (in each case, determined without regard to withholding): (A) the Per Share Merger Consideration Amount; (B) the Conversion Ratio; (C) the Merger Consideration Shares; (D) for each Company Stockholder, its pro rata portion of the Merger Consideration Shares for its shares of Company Preferred Stock and Company Common Stock; (E) for each holder of Company Series A Preferred Stock and Company Series F Preferred Stock, its respective Earnout Pro Rata Percentage Share; (as a percentage interest F) for each Converted Stock Option, the exercise price therefor and the interest in dollar number of shares of Parent Common Stock subject to such Converted Stock Option and whether such Converted Stock Option constitutes a Vested Company Option or stock terms, as applicable) of the Earnout Funds and the Earnout SharesUnvested Company Option; and (viiiG) for each Seller Party’s Pro Rata Percentage (Company Warrant, as a percentage interest of immediately following the Effective Time, the exercise price therefor and the interest in dollar number of shares of Parent Common Stock issuable upon exercise of such Company Warrant; and (xiv) any explanatory or stock termssupporting information, including calculations, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesParent may reasonably request. (b) The Parties Consideration Spreadsheet delivered hereunder shall be true complete and correct and shall contain the same information described in this Section 3.5, subject to Parent’s rights pursuant to Section 3.5(a)(xiv). (c) The contents of the Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. The parties agree that Buyer and Merger Sub Parent shall be entitled to rely on Schedule 1.1 the Consideration Spreadsheet in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations this ARTICLE III. (d) Nothing contained in this Section 3.5 or the determinations regarding such calculations in the Consideration SpreadsheetSpreadsheet shall be construed or deemed to: (i) modify the Company’s obligations to obtain Parent’s prior consent to the issuance of any securities pursuant to Section 6.1(a)(xv); or (ii) alter or amend the definition of Per Share Merger Consideration Amount (or any component thereof), the Conversion Ratio (or any component thereof), or the Merger Consideration Shares (or any component thereof).

Consideration Spreadsheet. (a) Concurrently with At least five (5) Business Days prior to the execution and delivery of this AgreementClosing, the Company has prepared and delivered shall deliver to Buyer SPAC a spreadsheet (the “Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 prepared by the Company in good faith and sets forthdetailing the following, in each case, as of immediately prior to the Closing Date, the followingEffective Time: (i) the names name and addresses address of all record of each Company Shareholders Shareholder and the number of shares of Company Preferred Stock and Domesticated Company Common Stock held by such Personsit; (ii) the names, name and addresses to the extent reasonably available address of all Optionholders, together with record of each holder of Domesticated Company Warrants and the number of shares of Domesticated Company Common Stock subject to Options each Company Warrant held by such Optionholders, the grant date, exercise price and vesting schedule for such Optionsit; (iii) the namesnames of record of each holder of Domesticated Company Options, and addresses the exercise price, number of shares of Domesticated Company Common Stock subject to each Domesticated Company Options held by it (including, in the extent reasonably available case of all Warrantholdersunvested Domesticated Company Options, together with the vesting schedule, vesting commencement date, date fully vested); (iv) the number of Aggregate Fully Diluted Company Common Stock; (v) detailed calculations of each of the following (in each case, determined without regard to withholding): (A) The Aggregate Merger Consideration; (B) the Per Share Merger Consideration; (C) the Exchange Ratio; (D) for each Domesticated Company Option, the exercise price therefor and the number of shares of Company Domesticated SPAC Common Stock subject to Warrants held by such Warrantholders and the exercise price for such Warrants; (iv) detailed calculations of the Consideration; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout SharesDomesticated Company Option; and (viiiE) for each Seller Party’s Pro Rata Percentage (as a percentage interest Domesticated Company Warrant, the exercise price therefor and the interest number of shares of Domesticated SPAC Common Stock subject to such Domesticated Company Warrant. The draft Consideration Spreadsheet (containing only certain of the information required by this Section 3.7(a)) are set forth in dollar or stock terms, as applicableSection 3.7(a) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesCompany Disclosure Letter. (b) The Parties contents of the Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by SPAC, but the Company shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. The parties agree that Buyer and Merger Sub SPAC shall be entitled to rely on Schedule 1.1 the Consideration Spreadsheet in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration SpreadsheetIII.

Consideration Spreadsheet. At least three (a3) Concurrently with the execution and delivery of this Agreement, the Company has prepared and delivered Business Days prior to Buyer a spreadsheet (the “Consideration Spreadsheet), which is attached hereto as Schedule 1.1 and sets forth, as of the Closing Date, the following: Company shall deliver to Parent a spreadsheet in the form attached hereto as Exhibit D (such form, the “Illustrative Consideration Spreadsheet”) reflecting (i) the names Initial Amount and addresses the Company’s good faith estimate of all the Closing Excess Cash Amount (including the Company Shareholders Fees and Expenses and the Closing Net Working Capital Amount), which amounts shall be consented to by Parent (which consent shall not be unreasonably withheld, conditioned or delayed); provided if such consent has been withheld and no agreement between the Company and Parent can be reached after good faith negotiations by close of business on the Business Day prior to the Closing Date, the parties shall proceed to Closing on the Closing Date and the Consideration Spreadsheet as initially delivered shall be used for purposes of this Section 2.12(j)(i), (ii) the Aggregate Series B Preference Amount, the Per Share Series B Preference Amount, the Aggregate Series A Preference Amount, the Per Share Series A Preference Amount, the Closing Company Share Number, the Per Share Merger Consideration and the Per Share Shareholders’ Agent Reserve Fund Amount, (iii) the Aggregate Exercise Amount and the amount payable in connection with the Closing to each Cashed-Out Holder and holder of Company Investor Options or Company Warrants, (iv) with respect to each of the foregoing items (to the extent applicable), the portion thereof payable in cash and shares of Parent Common Stock (and the number of shares of Company Preferred Stock and Company Parent Common Stock held by such Persons; (ii) the namesto be issued in connection therewith), and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to Options held by such Optionholders, the grant date, exercise price and vesting schedule for such Options; (iii) the names, and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such Warrants; (iv) detailed calculations of the Consideration; (v) each Seller PartyEffective Time Holder’s Pro Rata Percentage (as a percentage interest Proportionate Share and the interest amount payable in dollar or stock termsconnection with the Closing to each Effective Time Holder, as applicable) of the Consideration; (vi) each Seller PartyEffective Time Holder’s Pro Rata Percentage (as a percentage interest physical and the interest in dollar or stock termse-mail address, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) wire instructions for any amounts to be paid on behalf of the Earnout Funds Surviving Corporation pursuant to Section 2.12(i), and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest any fees and the interest in dollar expenses to be paid from any Milestone Payment or stock terms, as applicable) PRV Payment upon direction of the amount Shareholders’ Agent pursuant to be contributed to Section 2.12(i) (the Adjustment Funds and spreadsheet described in this sentence, the shares of Buyer Common Stock to be contributed to the Adjustment Shares. (b) “Consideration Spreadsheet”). The Parties agree that Buyer and Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations contained in the Consideration Spreadsheet, as delivered by the Company to Parent, shall be made without regard to withholding and shall be used to determine the amounts to be paid at the Closing pursuant to this Article II (and the Proportionate Shares of the Effective Time Holders specified therein shall be used to allocate payments to be made to or by the Effective Time Holders after the Closing). For the avoidance of doubt, the Consideration Spreadsheet shall not include any payments to be made under the Series B Additional Purchase Price Agreement.

Consideration Spreadsheet. (a) Concurrently with At least five (5) Business Days prior to the execution and delivery of this AgreementClosing, the Company has prepared and delivered shall deliver to Buyer Parent a spreadsheet (the “Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 prepared by the Company in good faith and sets forthsetting forth the following, in each case as of immediately prior to the Closing DateEffective Time based, when relevant, on assumptions reasonably acceptable to Parent and that are described in detail in the followingConsideration Spreadsheet: (i) the names name and addresses address of all record of each Company Shareholders Stockholder and the number and class, type, or series of shares of Company Preferred Stock and Company Common Stock held by such Personseach; (ii) the names, and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Fully Diluted Company Common Stock subject to Options held by such Optionholders, the grant date, exercise price and vesting schedule for such OptionsShares; (iii) detailed calculations of each of the namesfollowing (in each case, determined without regard to withholding): (A) the Closing Per Share Merger Consideration payable to each named Company Stockholder; (B) the Closing Exchange Ratio; and (C) for each Company Stockholder, its pro rata portion of the Closing Merger Consideration Shares and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Closing Cash Consideration for its Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such WarrantsStock; (iv) detailed calculations of the Consideration; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar any explanatory or stock termssupporting information, including calculations, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesParent may reasonably request. (b) The Parties agree that Buyer Consideration Spreadsheet delivered hereunder shall be true complete and correct and shall contain the same information described in this Section 3.4, subject to Parent’s rights pursuant to Section 3.4(a)(iv). (c) The contents of the Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by P▇▇▇▇▇, and shall comport with the provisions of this Agreement, but the Company shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. Under no circumstances shall Parent or Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet and the parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under Article IV. (d) Prior to the Closing, the Company shall update the Consideration Spreadsheet, and deliver such updated Consideration Spreadsheet to Parent, as promptly as practicable after the occurrence of any event that would change the information set forth in the latest version of the Consideration Spreadsheet that it previously delivered to Parent. (e) Nothing contained in this Section 3.4 or in the Consideration Spreadsheet shall be construed or deemed to: (i) modify the Company’s obligations pursuant to Section 6.1(b)(xvii) to obtain Parent’s prior consent to the issuance of any securities; or (ii) alter or amend the definition of the Closing Merger Consideration Shares or Closing Cash Consideration. For the avoidance of doubt, in no event shall the aggregate merger consideration payable to the Company Stockholders exceed the Closing Merger Consideration Shares and the Closing Cash Consideration.

Consideration Spreadsheet. (a) Concurrently At least two (2) Business Days before the Closing and concurrently with the execution and delivery of this Agreementthe Estimated Closing Working Capital Statement, the Company has prepared shall prepare and delivered deliver to Buyer Purchaser a spreadsheet (the “Consideration Spreadsheet”), certified by the Chief Financial Officer of the Company, which is attached hereto as Schedule 1.1 and sets shall set forth, as of the Closing Date and immediately prior to the Effective Date, the following: (i) the names and addresses of all Company Shareholders Stockholders and the number of shares of Company Preferred Stock and Company Common Stock held by such Persons; (ii) the names, and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to Options held by such Optionholders, Persons based on the grant date, exercise price books and vesting schedule for such Optionsrecords of the Company; (iiiii) the names, names and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Company Common Stock subject to Warrants held by such Warrantholders and Warrantholders, the grant date, exercise price and vesting schedule for such Warrants; (iviii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viv) each Seller PartyStockholder’s and Warrantholder’s Pro Rata Percentage Share (as a percentage interest and the interest in dollar or stock and share terms, as applicable) of the Closing Merger Consideration; (viv) each Seller PartyStockholder’s and Warrantholder’s Pro Rata Percentage Share (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout SharesHoldback Amount; and (viiivi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) detailed calculations of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Sharesall Severance Payments. (b) The Parties parties agree that Buyer Purchaser and Merger Sub shall be entitled to rely on Schedule 1.1 the Consideration Spreadsheet in making payments under Article 1 this Agreement and Buyer Purchaser and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the such Consideration Spreadsheet.

Consideration Spreadsheet. (a) Concurrently with the execution The Company shall prepare and delivery of this Agreement, the Company has prepared and delivered deliver to Buyer Parent a spreadsheet (the “Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 certified by the Chief Executive Officer and sets forth, as Chief Financial Officer of the Closing DateCompany, the followingsetting forth for each Holder: (i) the names and addresses of all Company Shareholders and the name, address (including email address) and, where available, tax identification number of shares of Company Preferred Stock and Company Common Stock held by such PersonsHolder; (ii) the namesnumber and type of shares of Company Stock held by such Holder and the Tax basis of such shares of Company Stock; (iii) the number and type of In-the-Money Options and Out-of-the-Money Options held by such Holder and the exercise price with respect to each such Company Option and the vested and exercisable portion of any In-the-Money Options; (iv) the Company Warrant held by such Holder and the exercise price of such Company Warrant; (v) the number of shares of Parent Common Stock issuable to such Holder pursuant to Section 2.7 as Closing Consideration for such Holders’ Company Stock and the Company Warrant (and any cash payable to such holder in lieu of fractional shares of Parent Common Stock); (vi) the number of Company Options held by such Holder that are deemed assumed by Parent pursuant to Section 2.7(b), and addresses to the extent reasonably available of all Optionholders, together with including the number of shares of Company Common Stock that are subject to vested and exercisable portions of the Company Options held by such Optionholdersas of the Effective Time, the grant date, exercise price and vesting schedule for such Options; (iii) the names, and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Parent Common Stock to be subject to such assumed Company Options and the exercise price per share of the Parent Common Stock subject to Warrants held by such Warrantholders and the exercise price for such Warrants; (iv) detailed calculations of the Consideration; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Sharesassumed Company Options; (vii) each Seller Party’s Pro Rata Percentage the number of Out-of-the-Money Options held by such Holder that are to be cancelled pursuant to Section 2.7(b); (as a percentage interest and viii) the interest number of shares of Parent Common Stock to be deposited in dollar or stock terms, as applicablerespect of such Holder into the Indemnity Escrow Fund; (ix) the portion of the Milestone 1 Earnout Funds Amount that would be allocable to each Holder (expressed in dollars) assuming Milestone 1 is achieved; (x) the portion of the full Earnout Amount that would be allocable to each Holder (expressed in dollars) assuming Milestone 1 and the Earnout SharesMilestone 2 are achieved; and (viiixi) each Seller Partysuch Holder’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesPercentage. (b) The Parties parties acknowledge and agree that Buyer any discrepancy between the Merger Consideration payable pursuant to Section 2.7 and Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 Section 2.8, collectively, and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet, the provisions of Section 2.7 and Section 2.8, as applicable, shall prevail; provided, however, that this Section 2.13(b) shall have no impact in respect of the indemnification for any inaccuracies in or omissions from the Consideration Spreadsheet pursuant to Section 8.2(d).

Consideration Spreadsheet. (a) Concurrently with Prior to the execution and delivery of this AgreementClosing Date, the Company has prepared and shall have delivered to Buyer the Purchaser a spreadsheet (the “Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 and sets forthprovides for the following, as of the Closing Date, the followingClosing: (a) For each Shareholder: (i) the names and addresses name of all Company Shareholders and the number of shares of Company Preferred Stock and Company Common Stock held by such PersonsShareholder; (ii) the names, number of Ordinary Shares held by such Shareholder and addresses to the extent reasonably available respective certificate numbers for such Ordinary Shares (or an indication that such Ordinary Shares are uncertificated); and (iii) the number and type of all Optionholders, together with shares of Purchaser Stock Consideration that will be received by such Stockholder as consideration for the sale of the Ordinary Shares held by such Shareholder under this Agreement. (b) For each Optionholder: (i) the name of such Optionholder; (ii) the number of Ordinary Shares underlying the Company Option(s) (and exercise price for such Company Option(s)) held by such Optionholder; and (iii) the number of shares of Company Purchaser Common Stock subject underlying such Substituted Option (and the exercise price of such Substituted Option) that will be received by each such Optionholder. (c) For each Noteholder: (i) the name of such Noteholder; (ii) the principal and accrued interest amount with respect to Options the Note(s) held by such Optionholders, Noteholder as of the grant date, exercise price and vesting schedule for such Options;Closing; and (iii) the names, number of shares of Purchaser Series A-1 Preferred Stock that will be received by such Noteholder as consideration for the termination and addresses cancellation of in of such Note(s) held by such Noteholder under this Agreement. (d) For each SAFE Holder: (i) the name of such SAFE Holder; (ii) the amount with respect to the extent reasonably available SAFE(s) held by such SAFE Holder as of all Warrantholders, together with the Closing; and (iii) the number of shares of Company Common Purchaser Series A-1 Preferred Stock subject to Warrants that will be received by such SAFE Holder as consideration for the termination and cancellation of such SAFE(s) held by such Warrantholders and the exercise price for such Warrants; (iv) detailed calculations of the Consideration; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesSAFE Holder under this Agreement. (b) The Parties agree that Buyer and Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet.

Consideration Spreadsheet. (a) Concurrently with No less than five (5) Business Days prior to the execution and delivery of this AgreementClosing Date, the Company has prepared and delivered will deliver to Buyer Parent a spreadsheet Consideration Spreadsheet (the “Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 prepared by the Company in good faith and sets forthdetailing the following, in each case, as of immediately prior to the Closing DateFirst Effective Time, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the followingConsideration Spreadsheet: (i) the names name and addresses address of all record of each Company Shareholders Stockholder and the number and class, type or series of shares of Company Capital Stock held by each, and in the case of shares of each series of Company Preferred Stock, the number of shares of Company Common Stock into which such shares of Company Preferred Stock and Company Common Stock held by such Personsare convertible; (ii) the namesnames and addresses of record of each holder of Company Warrants and the number and class, type or series of shares of Company Capital Stock subject to each Company Warrant held by it; (iii) the names of record of each holder of Vested Company Options, and addresses to the extent reasonably available of all Optionholdersexercise price, together with the number of shares of Company Common Stock subject to Options each Vested Option held by such Optionholders, the grant date, exercise price and vesting schedule for such Optionsit; (iiiiv) the namesnames of record of each holder of Unvested Company Options, and addresses to the extent reasonably available of all Warrantholdersexercise price, together with the number of shares of Company Common Stock subject to Warrants each such Unvested Company Option held by it and vesting arrangements with respect to each such Warrantholders and Unvested Company Option (including the exercise price for such Warrants; (iv) detailed calculations of the Considerationvesting schedule, vesting commencement date, date fully vested); (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) number of the ConsiderationFully Diluted Company Shares; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) aggregate number of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Rollover Option Shares; (vii) detailed calculations of each Seller Party’s of the following (in each case, determined without regard to withholding): (A) the Per Common Share Merger Consideration Amount; (B) the Per Preferred Share Merger Consideration Amount; (C) the Conversion Ratio; (D) the Warrant Conversion Ratio; (E) the Merger Consideration Shares; (F) for each Company Earnout Holder, its Pro Rata Percentage Share; (as a percentage interest G) for each Company Stockholder, its pro rata portion of the Merger Consideration Shares for its shares of Company Preferred Stock and the interest in dollar or stock termsCompany Common Stock; (H) for each Company Stockholder, as applicable) its pro rata portion of the Earnout Funds Shares for its shares of Company Preferred Stock and Company Common Stock; (I) for each Converted Stock Option, the exercise price therefor and the Earnout Sharesnumber of shares of Parent Common Stock subject to such Converted Stock Option and whether such Converted Stock Option constitutes a Vested Company Option or Unvested Company Option; and (viiiJ) for each Seller Party’s Pro Rata Percentage (as a percentage interest Company Warrant, the exercise price therefor and the interest in dollar or stock terms, as applicable) number of the amount to be contributed to the Adjustment Funds and the shares of Buyer Parent Common Stock to be contributed paid to the Adjustment Sharesholders of each such Company Warrant. (b) The Parties agree that Buyer and Merger Sub contents of the Consideration Spreadsheet delivered by the Company hereunder shall be entitled subject to rely on Schedule 1.1 reasonable review and comment by Parent, but the Company shall, in making payments under Article 1 and Buyer and all events, remain solely responsible for the contents of each updated Consideration Spreadsheet. Under no circumstances shall Parent or Merger Sub shall not Subs be responsible for the calculations or the determinations regarding such calculations in any Consideration Spreadsheet so long as such calculations were not made by Parent or Merger Subs and the parties agree that Parent and Merger Subs shall be entitled to rely on the most recently delivered Consideration SpreadsheetSpreadsheet in making payments under this ARTICLE III.

Consideration Spreadsheet. The Company will prepare and deliver to Purchaser, no less than three (a3) Concurrently with Business Days prior to the execution and delivery of this AgreementClosing, the Company has prepared and delivered to Buyer a spreadsheet (the “Consideration Spreadsheet)”) in the form agreed to by the Company and Purchaser, which is attached hereto spreadsheet will be dated as Schedule 1.1 of the Closing Date and sets forthwill set forth all of the following 16 Confidential Treatment Requested information, as applicable and as of the Closing Date: (a) the Fully-Diluted Number, (b) the calculation of the Estimated Adjustment Amount, the following: Merger Consideration, the Residual Merger Consideration and the Common Stock Per Share Amount; (ic) the names and addresses amount of all Company Shareholders Specified Transaction Expenses (including an itemized list of each such Specified Transaction Expense indicating the general nature of such expense (i.e., legal, investment banking, accounting, etc.) and the Person to whom such expense is owed); (d) the name of each Company Holder and its, his or her address and taxpayer identification number as reflected in the records of the Company; (e) the type and number of shares of Company Preferred Stock and held by each Company Holder; (f) the number of shares of Company Common Stock held by such Persons; each Company Holder; (iig) the names, and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to Options each Company Option held by such Optionholders, each Company Holder and the grant date, exercise price and vesting schedule for of each such Options; Company Option; (iiih) the names, and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Company Common Stock subject to each Company Series Common Stock Warrant held by each Company Holder and the exercise price of each such Company Common Stock Warrant; (i) the aggregate Series Preferred Per Share Preference Amount and Series Preferred Per Share Accrued Dividend Amount payable to each Company Holder in exchange for shares of Company Series A Preferred Stock, as the case may be, held by such Company Holder; (j) the aggregate amount of cash payable to each Company Holder in exchange for the shares of Company Capital Stock held by such Company Holder (including the amount of cash required to be deducted and withheld from such Company Holder for Taxes); (k) the amount of cash payable to each Company Holder in exchange for Company Options held by such Company Holder (including the amount of cash required to be deducted and withheld from such Company Holder for Taxes and the amount of Tax payable by the Company in connection with such Company Option); (l) the amount of cash payable to each Company Holder in exchange for Company Common Stock Warrants held by such Warrantholders Company Holder (including the amount of cash required to be deducted and withheld from such Company Holder for Taxes); (m) the Company Holder Percentage Interest of each Company Holder in the Escrow Fund; (n) the Company Holder Percentage Interest of each Company Holder; (o) the aggregate amount of Company Change in Control Payments, each individual entitled to a portion of the Company Change in Control Payments and the exercise price for such Warrants; amount thereof, and (ivp) detailed calculations the aggregate amount of the Consideration; (v) Russian Signing Bonuses, each Seller Party’s Pro Rata Percentage (as individual entitled to a percentage interest portion of the Russian Signing Bonuses and the interest in dollar or stock terms, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Sharesthereof. (b) The Parties agree that Buyer and Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet.

Consideration Spreadsheet. (a) Concurrently The Company shall prepare and deliver to Acquiror, with the execution and delivery of this Agreement, a copy to the Company has prepared and delivered Holders’ Agent, no later than two (2) Business Days prior to Buyer the Closing, a spreadsheet (the “Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 and sets forth, spreadsheet shall be dated as of the Closing Date, shall be in a mutually-agreed form and shall set forth all of the following: following information (iin addition to the other required data and information specified therein), as of the Closing Date and accurate as of immediately prior to the Effective Time: (a) the names and addresses of all the Company Shareholders Holders and their respective addresses as reflected in the records of the Company; (b) the number and kind of Company Interests held by, or subject to the Company Options held by, such Persons and, in the case of outstanding Company Interests, the respective certificate numbers if and where applicable; (c) the exercise price per Company Interest of each Company Option; (d) the Tax status of each Company Option under Section 422 of the Code; (e) the calculation of the Base Merger Consideration and the number Base Per Interest Price; (f) the amount of shares of cash payable to each Company Preferred Stock and Member at the Closing in exchange for the Company Common Stock Interests held by such Persons; Company Member (iiincluding the amount of any cash required to be deducted and withheld from such Company Member for Taxes); (g) the names, and addresses amount of cash payable to each holder of a Company Option in exchange for the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to Options held by such Optionholders, Company Holder (including the grant date, amount of any cash required to be deducted and withheld from such Company Holder for Taxes and the amount of Tax payable by the Company in connection with the exercise price of such Company Option); and vesting schedule for such Options; (iiih) the names, and addresses to the extent reasonably available Pro Rata Share percent of all Warrantholders, together with the number of shares of each Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such Warrants; (iv) detailed calculations Holder. Payment of the Consideration; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Shares. (b) The Parties agree that Buyer and Merger Sub shall be entitled to rely amounts set forth on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet, plus amounts, if any, that become payable pursuant to Sections 1.13 and 1.16, to the Company Holders (subject to adjustment as provided in Section 1.13) shall satisfy all rights of the holders of Company Interests and Company Options under any Contract governing such securities, the Company’s Organizational Documents, applicable Legal Requirements, the Company Employee Plan and this Agreement. The Consideration Spreadsheet shall be complete and correct in all respects.

Consideration Spreadsheet. (a) Concurrently At least seven (7) Business Days before the Closing and concurrently with the execution and delivery of this Agreementthe Estimated Closing Working Capital Statement, the Company has prepared shall prepare and delivered deliver to Buyer Parent a spreadsheet (the “Consideration Spreadsheet”), certified by the Principals, which is attached hereto as Schedule 1.1 and sets shall set forth, as of the Closing Date and immediately prior to the Effective Date, the following: (i) the names and addresses of all Company Shareholders Stockholders and the number of shares of Company Preferred Stock and Company Common Stock Shares held by such Persons; (ii) the names, names and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock Shares subject to Options held by such Optionholderseach Optionholder, the grant date, exercise price and vesting schedule for such Options, and which Options were exercised by the Optionholder and paid for prior to Closing, and which Options have been cancelled in their entirety; (iii) the names, names and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Company Common Stock Shares subject to Warrants held by such Warrantholders and each Warrantholder, the grant date, exercise price and vesting schedule for such Warrants, and indicating that only Warrants with an exercise price of at least $3.00 per share shall be converted into warrants of the Parent under substantially similar terms as approved in writing by the Parent in its sole reasonable discretion, and that all other Warrants have been cancelled in their entirety; (iv) detailed calculations the names and addresses of all holders of Restricted Stock Units, together with the Considerationnumber of Shares subject to each of such Restricted Stock Units, the grant date, exercise price and vesting schedule for each of such Restricted Stock Units, and the number of Shares issued to each of such holders of Restricted Stock Units in connection with the applicable Restricted Stock Unit Cancellation Agreement; (v) the names and addresses of all holders of Non-Automatic Convertible Notes, together with the number of Shares subject to each Seller Party’s of such Non-Automatic Convertible Notes, and the number of Shares issued to each of such holders of Non-Automatic Convertible Notes in connection with the applicable Note Cancellation Agreement; (vi) the names and addresses of all holders of Automatic Convertible Notes, together with the number of Shares into which each of such Automatic Convertible Notes convert into with respect to the Merger; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Stockholder's Pro Rata Percentage Share (as a percentage interest and the interest in dollar or stock terms, as applicableterms of number of shares) of the Closing Merger Consideration;; and (viix) each Seller Party’s Stockholder's Pro Rata Percentage Share (as a percentage interest and the interest in dollar or stock terms, as applicableterms of number of shares) of the amount to be contributed to the Indemnification Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesFund. (b) The Parties parties agree that Buyer Parent and Merger Sub shall be entitled to rely on Schedule 1.1 the Consideration Spreadsheet in making payments delivering shares under Article 1 II and Buyer Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the such Consideration Spreadsheet.

Consideration Spreadsheet. (a) Concurrently Simultaneously with the execution and delivery of this Agreement, the Company has prepared and delivered to Buyer Parent a spreadsheet form Consideration Spreadsheet (the “Form Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 prepared by the Company in good faith and sets forthdetailing the following, in each case, as of immediately prior to the Closing DateEffective Time, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the followingForm Consideration Spreadsheet: (i) the names name and addresses address of all record of each Company Shareholders Stockholder and the number and class, type or series of shares of Company Capital Stock held by each, and in the case of shares of each series of Company Preferred Stock, the number of shares of Company Common Stock into which such shares of Company Preferred Stock and Company Common Stock held by such Personsare convertible; (ii) the namesnames and addresses of record of each holder of Company Warrants and the number and class, type or series of shares of Company Capital Stock subject to each Company Warrant held by it; (iii) the names of record of each holder of Vested Company Options, and addresses to the extent reasonably available of all Optionholdersexercise price, together with the number of shares of Company Common Stock subject to Options each Vested Option held by such Optionholders, the grant date, exercise price and vesting schedule for such Optionsit; (iiiiv) the namesnames of record of each holder of Unvested Company Options, and addresses to the extent reasonably available of all Warrantholdersexercise price, together with the number of shares of Company Common Stock subject to Warrants each such Unvested Company Option held by it and vesting arrangements with respect to each such Warrantholders and Unvested Company Option (including the exercise price for such Warrants; (iv) detailed calculations of the Considerationvesting schedule, vesting commencement date, date fully vested); (v) the names of record of each Seller Party’s Pro Rata Percentage holder of a Company Convertible Note, the loan amount (as a percentage interest principal and interest) and the interest in dollar number of shares of Company Common Stock or stock terms, Company Preferred Stock (on an as applicableconverted to Company Common Stock basis) issuable upon conversion of the Considerationsuch Company Convertible Note; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) number of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Fully Diluted Company Shares; (vii) the aggregate number of Rollover Option Shares; (viii) detailed calculations of each Seller Party’s of the following (in each case, determined without regard to withholding): (A) the Per Share Merger Consideration Amount; (B) the Conversion Ratio; (C) the Merger Consideration Shares; (D) for each Company Earnout Holder, its Earnout Pro Rata Percentage Share; (as a percentage interest E) for each Company Stockholder, its pro rata portion of the Merger Consideration Shares for its shares of Company Preferred Stock and the interest in dollar or stock termsCompany Common Stock; (F) for each Company Stockholder, as applicable) its pro rata portion of the Earnout Funds Shares for its shares of Company Preferred Stock and Company Common Stock; (G) for each Converted Stock Option, the exercise price therefor and the Earnout Sharesnumber of shares of Parent Common Stock subject to such Converted Stock Option and whether such Converted Stock Option constitutes a Vested Company Option or Unvested Company Option; and (viiiH) for each Seller Party’s Pro Rata Percentage (as a percentage interest Company Warrant, the exercise price therefor and the interest in dollar or stock terms, as applicable) number of the amount to be contributed to the Adjustment Funds and the shares of Buyer Parent Common Stock to be contributed paid to the Adjustment Sharesholders of each such Company Warrant; and (ix) any explanatory or supporting information, including calculations, as Parent may reasonably request. (b) Each Consideration Spreadsheet delivered hereunder shall be true complete and correct and shall contain the same information described in this Section 3.5, subject to Parent’s rights pursuant to Section 3.5(a)(ix). (c) At least three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a Closing Consideration Spreadsheet as of immediately prior to the Effective Time. (d) The Parties agree that Buyer contents of each Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of each updated Consideration Spreadsheet. Under no circumstances shall Parent or Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in any Consideration Spreadsheet so long as such calculations were not made by Parent or Merger Sub and the parties agree that Parent and Merger Sub shall be entitled to rely on the most recently delivered Consideration SpreadsheetSpreadsheet in making payments under this ARTICLE III. (e) Nothing contained in this Section 3.5 or in the Closing Consideration Spreadsheet shall be construed or deemed to: (i) modify the Company’s obligations to obtain Parent’s prior consent to the issuance of any securities pursuant to Section 6.1(a)(xvi); or (ii) alter or amend the definition of Per Share Merger Consideration Amount, Aggregate Exercise Price or Merger Consideration Shares.

Consideration Spreadsheet. The Company shall prepare and deliver to Acquiror, at least three (a3) Concurrently with Business Days prior to the execution and delivery of this AgreementClosing, the Company has prepared and delivered to Buyer a spreadsheet (the “Consideration Spreadsheet)”) together with the Consideration Spreadsheet Certificate, which is attached hereto spreadsheet shall be dated as Schedule 1.1 of the Closing Date and sets forthshall set forth all of the following information (in addition to the other required data and information specified therein), as of the Closing DateDate and immediately prior to the Effective Time: (a) the names of all the Company Stockholders, Company Optionholders and Company Noteholders and their respective addresses as reflected in the records of the Company; (b) the number and kind of shares of Company Capital Stock held by, or subject to Company Options or Company Notes held by, such Persons and, in the case of outstanding shares, the following: respective certificate numbers where applicable; (c) the exercise price per share of each Company Option; (d) the classification of each Company Option under Section 422 of the Code; (e) the amount of cash issuable to each Company Holder pursuant to this Agreement in exchange for the Company Capital Stock held by such Persons (which amount shall be inclusive of the amount of cash required to be deducted and withheld from such Persons for Taxes in respect of such Company Capital Stock, if any); (f) the amount of cash issuable to each Company Optionholder pursuant to this Agreement in exchange for Company Options held by such Persons (which amount shall be inclusive of the amount of cash required to be deducted and withheld from such Persons for Taxes and the amount of Tax payable by the Company in connection with such Company Option, including any fringe benefit Tax); (g) the amount of cash issuable to each Company Noteholder pursuant to this Agreement in exchange for Company Notes held by such Persons; (h) the amount of cash issuable to each Plan Participant pursuant to this Agreement in respect of such Plan Participant’s Plan Award(s) under the Phantom Equity Plan (which amount shall be inclusive of the amount of cash required to be deducted and withheld from such Persons for Taxes and the amount of Tax payable by the Company in connection therewith, including any fringe benefit Tax); (i) the names and addresses of all Company Shareholders and the number of shares of Company Preferred Stock and Company Common Stock held by such Persons; (ii) the names, and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to Options held by such Optionholders, the grant date, exercise price and vesting schedule for such Options; (iii) the names, and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such Warrants; (iv) detailed calculations of the Consideration; (v) each Seller Party’s Pro Rata Percentage Share (as a percentage interest and the interest in dollar or stock terms, as applicableinterest) of each Company Holder; and (j) the Consideration; (vi) each Seller Party’s Pro Rata Percentage Holdback Share (as a percentage interest and the interest in dollar or stock terms, as applicableinterest) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesCompany Holder. (b) The Parties agree that Buyer and Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet.

Consideration Spreadsheet. (a) Concurrently with At least three (3) Business Days prior to the execution and delivery of this AgreementClosing, the Company has prepared and delivered shall deliver to Buyer Parent a spreadsheet (the “Closing Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 prepared by the Company in good faith and sets forthdetailing the following, in each case, as of immediately prior to the Closing Date, the followingEffective Time: (i) the names name and addresses address of all record of each Company Shareholders Stockholder and the number and class, type or series of shares of Company Preferred Stock and Company Common Capital Stock held by such Persons; (ii) the nameseach, and addresses to in the extent reasonably available case of all Optionholdersshares of Company Series B Preferred Stock, together with the number of shares of Company Common Stock into which such shares of Company Series B Preferred Stock are convertible; (ii) the names of record of each holder of Company Options, and the exercise price, number of shares of Company Capital Stock subject to each Company Options held by such Optionholdersholder (including, in the case of unvested Company Options, the grant vesting schedule, vesting commencement date, exercise price and vesting schedule for such Optionsdate fully vested); (iii) the namesnames of record of each holder of any convertible notes, the loan amount (principal and addresses to the extent reasonably available of all Warrantholders, together with interest) and the number of shares of Company Common Stock subject or Company Preferred Stock (on an as converted to Warrants held by Company Common Stock basis) issuable upon conversion of such Warrantholders and the exercise price for such Warrantsconvertible note; (iv) detailed calculations the number of the ConsiderationAggregate Fully Diluted Company Common Stock; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) number of the Considerationshares of Company Common Stock issuable upon conversion of Company Series B Preferred Stock; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) aggregate number of the amount shares subject to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares;Company Options; and (vii) detailed calculations of each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and following (in each case, determined without regard to withholding): (A) the Earnout SharesAggregate Merger Consideration; (B) the Conversion Ratio; (C) the Per Preferred Share Merger Consideration for the Company Series B Preferred Stock; and (viiiD) for each Seller Party’s Pro Rata Percentage (as a percentage interest Converted Stock Right, the exercise price therefor, if any, and the interest in dollar or stock terms, as applicable) number of the amount Parent Ordinary Common Shares subject to be contributed to the Adjustment Funds and the shares of Buyer Common such Converted Stock to be contributed to the Adjustment SharesRight. (b) The Parties contents of the Closing Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Closing Consideration Spreadsheet. The parties agree that Buyer and Merger Sub Parent shall be entitled to rely on Schedule 1.1 the Closing Consideration Spreadsheet in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration SpreadsheetARTICLE III.

Consideration Spreadsheet. (a) Concurrently with At least five (5) Business Days prior to the execution and delivery of this AgreementClosing, the Company has prepared and delivered shall deliver to Buyer Parent a spreadsheet (the “Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 prepared by the Company in good faith and sets forthsetting forth the following, in each case as of immediately prior to the Closing DateEffective Time based, when relevant, on assumptions reasonably acceptable to Parent and that are described in detail in the followingConsideration Spreadsheet: (i) the names name and addresses address of all record of each Company Shareholders Stockholder and the number and class, type, or series of shares of Company Preferred Stock and Company Common Stock held by such Personseach; (ii) the names, and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Fully Diluted Company Common Stock subject to Options held by such Optionholders, the grant date, exercise price and vesting schedule for such OptionsShares; (iii) detailed calculations of each of the namesfollowing (in each case, determined without regard to withholding): (A) the Closing Per Share Merger Consideration payable to each named Company Stockholder; (B) the Closing Exchange Ratio; and addresses to (C) for each Company Stockholder, its pro rata portion of the extent reasonably available of all Warrantholders, together with the number of shares of Merger Consideration Shares for its Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such WarrantsStock; (iv) detailed calculations of the Consideration; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar any explanatory or stock termssupporting information, including calculations, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesParent may reasonably request. (b) The Parties agree that Buyer Consideration Spreadsheet delivered hereunder shall be true complete and correct and shall contain the same information described in this Section 3.7. (c) The contents of the Consideration Spreadsheet delivered by the Company pursuant to Section 3.7(a) shall be subject to reasonable review and comment by Parent, and shall comport with the provisions of this Agreement, but the Company shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. Under no circumstances shall Parent or Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet and the parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under Article IV. (d) Prior to the Closing, the Company shall update the Consideration Spreadsheet, and deliver such updated Consideration Spreadsheet to Parent, as promptly as practicable after the occurrence of any event that would change the information set forth in the latest version of the Consideration Spreadsheet that it previously delivered to Parent. (e) Nothing contained in this Section 3.7 or in the Consideration Spreadsheet shall be construed or deemed to: (i) modify the Company’s obligations pursuant to Section 6.1(b)(xviii) to obtain Parent’s prior consent to the issuance of any securities; or (ii) alter or amend the definitions of the Merger Consideration Shares or the Merger Consideration Shares.

Consideration Spreadsheet. (a) Concurrently with At least three (3) Business Days before the execution and delivery of this AgreementClosing, the Company has prepared shall prepare and delivered deliver to Buyer Parent a spreadsheet (the “Estimated Merger Consideration Spreadsheet”), certified by the Chief Executive Officer of the Company, which is attached hereto as Schedule 1.1 and sets shall set forth, as of the Closing Date and immediately prior to the Effective Date, the following: (i) the names and addresses last known contact information of all Company Shareholders Equityholders and the number of shares of Company Preferred Stock and Company Common Stock Shares held by such Persons; (ii) estimated calculations of the namesMerger Consideration due at Closing, including any estimated adjustments pursuant to Section 3.09 (the “Closing Merger Consideration”), Fully Diluted Share Number and addresses the applicable Merger Consideration to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to Options held by such Optionholders, the grant date, exercise price and vesting schedule for such Options;be delivered per Share at Closing; and (iii) the names, and addresses to the extent reasonably available an estimate of all Warrantholders, together with the number of shares of Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such Warrants; (iv) detailed calculations of the Consideration; (v) each Seller PartyStockholder’s Pro Rata Percentage Share (as a percentage interest and the interest in dollar or stock terms, terms using the most recent closing price of Parent’s Common Stock as applicablelisted on Nasdaq as of the date the Company prepares the Estimated Consideration Spreadsheet) of the Closing Merger Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Shares. (b) At such time the Closing Price is definitely known by the Parent and the Company, the Company shall begin preparing and shall deliver to Parent, as soon as practically possible, an update and final spreadsheet (the “Final Merger Consideration Spreadsheet”), certified by the Chief Executive Officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Date, all of the items set forth in the Estimated Merger Consideration Spreadsheet. (c) The Parties parties agree that Buyer Parent and Merger Sub shall be entitled to rely on Schedule 1.1 the Final Merger Consideration Spreadsheet in making payments under this Article 1 III and Buyer Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the such Final Merger Consideration Spreadsheet.

Consideration Spreadsheet. The Company shall prepare and deliver to Parent (a) Concurrently with a copy to the execution and delivery of this AgreementSecurityholder Representative), at or prior to the Company has prepared and delivered to Buyer Closing, a spreadsheet (the “Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 and sets forth, shall be dated as of the Closing DateDate and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the following: First Step Merger Effective Time: (ia) the names and addresses of all the Company Shareholders Securityholders and their respective addresses; (b) the number and class and series of shares of Company Preferred Capital Stock held by, or subject to the Company Options held by, such Company Securityholders and, in the case of outstanding shares, the respective certificate numbers representing such shares; (c) the exercise price per share, the date of grant, and the vesting schedule of each Company Option; (d) the Tax status of each Company Option under Section 422 of the Code; (e) the calculation of the Per Share Stock Liquidation Preference, Per Share Cash Liquidation Preference, Per Share Common Stock held by such Persons; Consideration and/or Per Share Common Cash Consideration payable to each Company Securityholder; (iif) the names, and addresses to the extent reasonably available of all Optionholders, together with the number of shares Transaction Shares issuable to each holder of Company Common Stock subject Options in respect of Assumed Options issuable pursuant to Options held by such Optionholdersthis Agreement, (g) the Pro Rata Share applicable to each Company Indemnifying Person, and (h) the Pro Rata Share of the Escrow Fund and Representative Expense Fund applicable to each Company Indemnifying Person to be deposited with the Escrow Agent (or in the case of the Representative Expense Fund, with the Securityholder Representative) at Closing for each Company Indemnifying Person. At least three (3) Business Days prior to the Closing, the grant date, exercise price and vesting schedule for such Options; (iii) Company shall deliver to Parent a draft of the names, and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Company Common Stock subject to Warrants held by such Warrantholders Consideration Spreadsheet and the exercise price for such Warrants; (iv) detailed calculations Company shall promptly notify Parent of the Consideration; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar any modifications or stock terms, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Shareschanges thereto. (b) The Parties agree that Buyer and Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet.

Consideration Spreadsheet. (a) Concurrently with At least three (3) Business Days prior to the execution and delivery of this AgreementClosing Date, the Company has prepared shall prepare and delivered deliver to Buyer Parent a form closing consideration spreadsheet (the “Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 prepared by the Company in good faith and sets forthdetailing, in each case, as of immediately prior to the Closing DateEffective Time, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the followingConsideration Spreadsheet: (i) the names name and addresses address of all record of each Company Shareholders Stockholder and the number and class, type or series of shares of Company Preferred Stock and Company Common Capital Stock held by such Personseach; (ii) the names, and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Aggregate Fully Diluted Company Common Stock subject to Options held by such Optionholders, the grant date, exercise price and vesting schedule for such OptionsShares; (iii) a detailed calculation of the namesPer Share Merger Consideration (in each case, and addresses without regard to the extent reasonably available of all Warrantholders, together with the number of shares of Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such Warrantswithholding); (iv) a detailed calculations calculation of the ConsiderationClosing Cash; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) detailed calculation of the ConsiderationClosing Indebtedness; (vi) for each Seller Party’s Company Securityholder, its share of the Per Share Merger Consideration based on its Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares;Portion; and (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar any explanatory or stock termssupporting information, including calculations, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesParent may reasonably request. (b) The Parties agree that Buyer contents of the Consideration Spreadsheet delivered hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. Under no circumstances shall Parent or Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration SpreadsheetSpreadsheet so long as such calculations were not made by Parent and the Parties agree that Parent shall be entitled to rely on the most recently delivered Consideration Spreadsheet in making payments under this ARTICLE III. (c) Nothing contained in this Section 3.4 or in the Consideration Spreadsheet shall be construed or deemed to (i) modify the Company’s obligations to obtain Parent’s prior written consent to the issuance of any securities pursuant to Section 6.1(a)(xix); or (ii) alter or amend the definition of Closing Cash, Closing Indebtedness, or Per Share Merger Consideration.

Consideration Spreadsheet. (a) Concurrently with Before the execution and delivery of this AgreementClosing, the Company has prepared shall prepare and delivered deliver to Buyer Parent a spreadsheet (the “Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 and sets shall set forth, as of immediately prior to the Closing DateEffective Time, the following: (i) the names and addresses of all Company Shareholders Unitholders and that portion of the Acquisition Shares, Parent Common Stock and the number Parent Warrants to be delivered (A) to each Company Unitholder following the Closing in accordance with Section 1.10(b) or (B) to the Escrow Agent on behalf of shares of any Company Preferred Stock and Company Common Stock held by such PersonsUnitholder at the Closing in accordance with Section 1.10(c); (ii) each Company Unitholder’s (A) pro rata share of indemnification obligations under Article VII (which, for the namesavoidance of doubt, shall be measured in accordance with such Company Unitholder’s actual receipt of Merger Consideration in proportion to the aggregate Merger Consideration), and addresses to (B) pro rata share of the extent reasonably available of all Optionholders, together Indemnity Escrow Fund and the Consent Escrow Fund (which shall be calculated in accordance with the number of shares of Company’s Operating Agreement) (the applicable pro rata share pursuant to clause (A) or (B) is referred to herein as a Company Common Stock subject to Options held by such Optionholders, the grant date, exercise price and vesting schedule for such Options;Unitholder’s “Pro Rata Share”); and (iii) the names, and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such Warrants; (iv) detailed calculations amount of the Consideration; (v) each Seller Party’s Pro Rata Percentage (Merger Consideration to be set aside as a percentage interest reserve to pay fees, costs and expenses that the interest in dollar or stock terms, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount Unitholders’ Representative may incur pursuant to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesArticle VIII. (b) The Parties Parties, including the Company Unitholders signatory to a Joinder Agreement, acknowledge and agree that Buyer Parent and Merger Sub shall be entitled to rely on Schedule 1.1 in the Consideration Spreadsheet for making payments under Article 1 of the Merger Consideration and Buyer the Indemnity Escrow Amount, if any. In addition, Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such the calculations in the Consideration Spreadsheet. In addition, for purposes of determining a Company Unitholder’s applicable Pro Rata Share, Parent shall be entitled to rely on the Consideration Spreadsheet. (c) In connection with the delivery of the Consideration Spreadsheet, the Company will deliver an updated Cap Table to Parent, updated to reflect the outstanding membership interests as of immediately prior to the Effective Time (the “Updated Cap Table”).

Consideration Spreadsheet. (a) Concurrently with At least five (5) Business Days prior to the execution and delivery of this AgreementClosing, the Company has prepared and delivered shall deliver to Buyer Parent a spreadsheet (the “Closing Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 prepared by the Company in good faith and sets forthdetailing the following, in each case, as of immediately prior to the Closing Date, the followingEffective Time: (i) the names name and addresses address of all record of each Company Shareholders Shareholder and the number of shares of Company Preferred Stock and Company Common Stock held by such PersonsCompany Shareholder; (ii) the namesnames of record of each holder of Company Options, and addresses the exercise price, number of shares of Company Common Stock subject to each Company Options held by such holder (including, in the extent reasonably available case of all Optionholdersunvested Company Options, together with the vesting schedule, vesting commencement date, date fully vested); (iii) the names of record of each holder of Company SARs, and the base value, number of shares of Company Common Stock covered by each Company SAR held by such holder (including, in the case of unvested Company SARs, the vesting schedule, vesting commencement date, date fully vested); (iv) the name and address of record of each holder of Earnout Warrants and the number of shares of Company Common Stock subject to Options each Earnout Warrant held by such Optionholders, the grant date, exercise price and vesting schedule for such Options; (iii) the names, and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such Warrants; (iv) detailed calculations of the Considerationholder; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) number of the ConsiderationAggregate Fully Diluted Company Common Stock; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) aggregate number of the amount shares subject to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow SharesCompany Options; (vii) each Seller Party’s Pro Rata Percentage the aggregate number of Company SARs; (as a percentage interest and viii) the interest in dollar or stock terms, as applicable) aggregate number of the shares subject to Earnout Funds and the Earnout SharesWarrants; and (viiiix) detailed calculations of each Seller Party’s of the following (in each case, determined without regard to withholding): (A) the Aggregate Merger Consideration; (B) the Per Share Merger Consideration; (C) the Conversion Ratio; (D) for each Company Earnout Holder, its Earnout Pro Rata Percentage Share; (as a percentage interest E) for each Converted Stock Option, the exercise price therefor and the interest in dollar or stock termsnumber of Parent Common Shares subject to such Converted Stock Option; (F) for each Converted SAR, as applicable) of the amount to be contributed to the Adjustment Funds base value therefor and the shares number of Buyer Parent Common Stock Shares covered by such Converted SAR; and (G) for each Converted Warrant, the exercise price therefor and the number of Parent Common Shares subject to be contributed to the Adjustment Sharessuch Converted Warrant. (b) The Parties contents of the Closing Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Closing Consideration Spreadsheet. The parties agree that Buyer and Merger Sub Parent shall be entitled to rely on Schedule 1.1 the Closing Consideration Spreadsheet in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration SpreadsheetARTICLE III.

Consideration Spreadsheet. (a) Concurrently with the execution and delivery of this Agreement, the Company has prepared and delivered to Buyer a spreadsheet The Aggregate Merger Consideration shall be allocated as set forth on Schedule 1.7 (the “Consideration Spreadsheet”). The Consideration Spreadsheet identifies: (i) the name, address, and email address of the Company Stockholders, Vested Company Option Holders, Non-Participating Instrument Holders and Participating Instrument Holders; (ii) dollar amounts being paid to each of the Non-Participating Instrument Holders; (iii) applicable investment amount of the Convertible Instrument held by each Participating Instrument Holder and the formula by which is attached hereto as Schedule 1.1 each such person will participate; (iv) the numbers and sets forth, exercise prices of Vested Company Options held by each holder of Vested Company Options as of the Closing Date; (v) pro rata percentages and dollar amounts of the Aggregate Closing Merger Consideration, Escrow Deposit, Representative Expense Fund and any other potential distributions of funds to the Company Stockholders, Participating Instrument Holders and the Vested Company Option Holders (collectively, the following: “Company Interest Holders”); (ivi) the names and addresses of all Company Shareholders and the number of shares of Company Preferred Common Stock held by each Company Stockholder (with stock certificate numbers); (vii) the amount of Closing Cash being distributed to each Company Stockholder and (viii) any required withholding (if any) with respect to each Company Interest Holder, except for Vested Company Option Holders whose withholdings will be calculated through payroll. As used in this Agreement, the terms “pro rata”, “pro rata allocation” and “pro rata percentage” (including the pro rata percentages referenced in subsection (v) above) will be calculated as follows: (a) with respect to each Company Stockholder, the percentage will be obtained by dividing (1) the aggregate number of shares of Company Common Stock held by such PersonsCompany Stockholder immediately prior to the Effective Time, by (2) the aggregate number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time, plus the aggregate number of shares of Common Stock that would have been issued to the Participating Interest Holders if the Convertible Instruments had been converted into shares of Company Common Stock immediately prior to the Effective Time in accordance with the Convertible Instrument, plus the aggregate number of shares of Company Common Stock that would have been issued to the Vested Company Option Holders if the Vested Company Options had been converted into shares of Company Common Stock immediately prior to the Effective Time less the applicable per share exercise price, for each such share under the Company Option, on a net exercise basis (the total number of shares set forth in this Section 1.7(a)(2) shall be the “Fully Diluted Shares”); (iib) with respect to each Participating Interest Holder, the names, and addresses to the extent reasonably available of all Optionholders, together with percentage will be obtained by dividing: (1) the number of shares of Company Common Stock subject that would have been issued to Options held such Participating Interest Holder had his, her or its Convertible Instruments been converted into shares of Company Common Stock immediately prior to the Effective Time in accordance with the terms of the Convertible Instrument, by such Optionholders(2) the number of Fully Diluted Shares; and (c) with respect to each Vested Company Option Holder, the grant date, exercise price and vesting schedule for such Options; percentage will be obtained by dividing: (iii1) the names, and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Company Common Stock subject that would have been issued to Warrants held by such Warrantholders and the exercise price for such Warrants; (iv) detailed calculations Vested Company Option Holder if his, hers or its Vested Company Options had been converted into shares of the Consideration; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed Company Common Stock immediately prior to the Escrow Funds and Effective Time, less the shares applicable per share exercise price, for each such share under the Company Option, on a net exercise basis by (2) the number of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Fully Diluted Shares. (b) The Parties agree that Buyer and Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet.

Consideration Spreadsheet. Each Selling Shareholder hereby irrevocably and unconditionally acknowledges and agrees that: (a) Concurrently with in the execution and delivery case of this Agreementthe Majority Shareholder, the Company has prepared and delivered sole consideration payable to Buyer a spreadsheet such Majority Shareholder hereunder in respect of its Distributed Interests sold pursuant to this Agreement shall be such Majority Shareholder’s Net Closing Cash Allocation, Majority Shareholder Note, Earn-Out Cash Allocation (the “Consideration Spreadsheet2021) and/or Earn-Out Cash Allocation (2022), which is attached hereto as Schedule 1.1 and sets forthapplicable, pursuant to Section 1.3 or Pro Rata Share of the Purchase Price Underpayment pursuant to Section 1.6(a), as of the Closing Date, the following: (i) the names and addresses of all Company Shareholders and the number of shares of Company Preferred Stock and Company Common Stock held may be reduced by an amount equal to such Persons; (ii) the names, and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to Options held by such Optionholders, the grant date, exercise price and vesting schedule for such Options; (iii) the names, and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such Warrants; (iv) detailed calculations of the Consideration; (v) each Seller PartyMajority Shareholder’s Pro Rata Percentage Share of the Purchase Price Overpayment, in each case shown in the Consideration Spreadsheet as payable and issuable to such Majority Shareholder; (as a percentage interest and b) in the interest case of each Minority Shareholder, the sole consideration payable to such Minority Shareholder hereunder in dollar or stock termsrespect of its Distributed Interests sold pursuant to this Agreement shall be such Minority Shareholder’s Net Closing Cash Allocation, Equity Consideration Allocation, Earn-Out Cash Allocation (2021) and/or Earn-Out Cash Allocation (2022), as applicable) , pursuant to Section 1.3 or Minority Pro Rata Share of the Consideration; (viPurchase Price Underpayment pursuant to Section 1.6(a) each Seller Partyand Adjustment Escrow Contribution Amount, as may be reduced by an amount equal to such Minority Shareholder’s Minority Pro Rata Percentage Share of the Purchase Price Overpayment, in each case shown in the Consideration Spreadsheet as payable and issuable to such Minority Shareholder; and (as a percentage interest c) such Selling Shareholder forever waives and discharges any and all rights or claims of any kind whatsoever that such Selling Shareholder has or may have to receive consideration in respect of the interest Distributed Interests in dollar or stock terms, as applicable) excess of the amount shown as payable to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Shares. (b) The Parties agree that Buyer and Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations Selling Shareholder in the Consideration Spreadsheet. For U.S. federal income tax purposes, with respect to the Company’s obligations, if any, under the P▇▇▇▇ ▇▇▇▇▇▇▇ Facility, each Selling Shareholder shall be treated as though it first received the items of consideration described in this Section 1.7 or amounts attributable to the P▇▇▇▇ ▇▇▇▇▇▇▇ Facility that reduced his, her or its Net Closing Cash Allocation and then directed the Company or Purchaser to apply such consideration for purposes of satisfying such obligations under the P▇▇▇▇ ▇▇▇▇▇▇▇ Facility.

Consideration Spreadsheet. (a) Concurrently with At least three (3) Business Days prior to the execution and delivery of this AgreementClosing Date, the Company has prepared shall prepare and delivered deliver to Buyer Parent a consideration spreadsheet (the “Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 prepared by the Company in good faith and sets forthdetailing the following, in each case, as of immediately prior to the Closing DateEffective Time, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the followingConsideration Spreadsheet: (i) the names name and addresses address of all record of each Company Shareholders Stockholder and the number and class, type or series of shares of Company Capital Stock held by each, and in the case of shares of each series of Company Preferred Stock, the number of shares of Company Common Stock into which such shares of Company Preferred Stock are convertible; (ii) the number of Fully Diluted Company Shares; and (iii) detailed calculations of each of the following (in each case, determined without regard to withholding): (A) the Per Share Merger Consideration Amount; (B) the Conversion Ratio; (C) the Merger Consideration Shares; (D) for each Company Stockholder, its pro rata portion of the Merger Consideration Shares for its shares of Company Preferred Stock and Company Common Stock held by such PersonsStock; (ii) the names, and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to Options held by such Optionholders, the grant date, exercise price and vesting schedule for such Options; (iii) the names, and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such Warrants; (iv) detailed calculations of the Consideration; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Shares. (b) The Parties agree that Buyer contents of the Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. Under no circumstances shall Parent or Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration SpreadsheetSpreadsheet so long as such calculations were not made by Parent or Merger Sub and the parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under this ARTICLE III. (c) Nothing contained in this Section 3.5 or in the Consideration Spreadsheet shall be construed or deemed to: (i) modify the Company’s obligations to obtain Parent’s prior consent to the issuance of any securities pursuant to Section 6.1(a)(xvi); or (ii) alter or amend the definition of Per Share Merger Consideration Amount or Merger Consideration Shares.

Consideration Spreadsheet. (a) Concurrently with The Preliminary Consideration Spreadsheet sets forth a summary of the execution allocation (prepared in good faith and delivery reasonably estimated as of the date hereof) of the amounts payable to the Effective Time Holders pursuant to this Agreement. As contemplated by Section 7.3(i), the Company has prepared shall prepare and delivered deliver to Buyer Parent a spreadsheet (the “Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 certified by the Chief Executive Officer and sets forth, as Chief Financial Officer of the Closing DateCompany, the followingsetting forth for each Holder: (i) the names name and addresses address (including email address) of all Company Shareholders and the number of shares of Company Preferred Stock and Company Common Stock held by such PersonsHolder; (ii) the namesnumber and type of shares of Company Stock that will be held by such Holder as of immediately prior to the Effective Time (including after giving effect to the exercise or deemed exercise of any Vested Company Warrants, and addresses to identifying any such Shares) and, in the extent reasonably available case of all Optionholdersshares of Series A Preferred Stock and Series A-1 Preferred Stock, together with the number of shares of Company Common Stock subject issuable to Options held by such Optionholders, Holder upon conversion thereof pursuant to the grant date, exercise price and vesting schedule for such OptionsCompany Charter; (iii) (A) the namesnumber and type of Company Options held by such Holder, (B) the exercise price with respect to each such Company Option, (C) the vested and addresses exercisable portion of any such Company Option, (D) the vesting schedule with respect to such Company Option and (E) whether the extent reasonably available Transaction triggers any acceleration (and if so, the portion of all Warrantholdersthe Company Option that will be accelerated); (iv) the amount of cash payable to such Holder pursuant to Section 2.7 as Closing Consideration for such Holder’s Company Stock or Vested In-the-Money Options; (v) the number of Unvested In-the-Money Options held by such Holder that are deemed assumed by Parent pursuant to Section 2.7(b)(ii), together with including the number of shares of Company Common Stock that are subject to Warrants held by such Warrantholders vesting, and the exercise price for such Warrants; (iv) detailed calculations per share of the Consideration; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the ConsiderationCompany Common Stock subject to such assumed Company Options; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount of cash to be contributed to deposited in respect of such Holder into (A) the Adjustment Escrow Funds Fund, (B) the Indemnity Escrow Fund and (C) the shares of Buyer Common Stock to be contributed to the Escrow Shares;Holder Representative Fund; and (vii) each Seller Partysuch Effective Time Holder’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesPercentage. (b) The Parties parties acknowledge and agree that Buyer any discrepancy between the Merger Consideration payable pursuant to Section 2.7 and Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet, the provisions of Section 2.7 shall prevail; provided, however, that this Section 2.11(b) shall have no impact in respect of the indemnification for any inaccuracies in or omissions from the Consideration Spreadsheet pursuant to Section 8.2(d).

Consideration Spreadsheet. (a) Concurrently At least three (3) Business Days before the Closing and concurrently with the execution and delivery of this Agreementthe Estimated Closing Statement, the Company has prepared shall prepare and delivered deliver to Buyer Parent a spreadsheet (the “Consideration Spreadsheet”), certified by the Significant Stockholders, in their capacities as directors or officers of the Company, which is attached hereto as Schedule 1.1 and sets shall set forth, as of the Closing DateDate and immediately prior to the Effective Time, the following: : (i) detailed calculations of the Closing Merger Consideration, Closing Per Share Merger Consideration, Closing Total Merger Consideration and Closing Total Per Share Merger Consideration; (ii) with respect to each Common Stockholder, Preferred Stockholder, Optionholder and Warrantholder (collectively, the “Securityholders”): (A) the names and addresses mailing and email address, if available, of all such Persons; (B) and the number of Common Shares, and Preferred Shares held by such Persons; (C) such Person’s social security number (or tax identification number, if applicable); (D) the respective certificate number(s) representing such Company Shareholders and Stock; (E) the number of shares of Company Preferred Stock and Company Common Stock issuable upon the exercise of any Eligible Company Options held by such Persons; Person; (iiF) the names, and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to issuable upon the exercise of any Unvested Options held by such Optionholders, the grant date, exercise price and vesting schedule for such Options; Person; (iiiG) the names, and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Company Restricted Stock held by such Person; (H) the number of shares of Common Stock subject to issuable upon the exercise of any Warrants held by such Warrantholders and Person; (I) the Pro Rata Share applicable to such Person; (J) the cash portion of Closing Merger Consideration to be paid to such Person at the Closing; (K) the number of Ultimate Parent Shares issuable to such Person upon the exercise price for of any options to purchase Ultimate Parent Shares in respect of Unvested Options assumed or replaced by Parent pursuant to Section 2.6(b); (L) the number of Restricted Ultimate Parent Shares issuable to such Warrants; Person in respect of Restricted Stock assumed or replaced by Parent pursuant to Section 2.6(c); (ivM) detailed calculations the amount of cash comprising the Consideration; Adjustment Escrow Amount on behalf of such Person (v) each Seller Party’s Pro Rata Percentage (expressed as a percentage interest and dollar amount); (N) the interest in dollar or stock terms, as applicable) amount of cash comprising the Consideration; Fund Amount on behalf of such Person (vi) each Seller Party’s Pro Rata Percentage (expressed as a percentage interest dollar amount); and the interest in dollar or stock terms, as applicable(O) of the amount to be contributed to of cash comprising the Indemnity Escrow Funds and the shares Amount on behalf of Buyer Common Stock to be contributed to the Escrow Shares; such Person (vii) each Seller Party’s Pro Rata Percentage (expressed as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Sharesamount). (b) The Parties parties agree that Buyer Parent and Merger Sub shall be entitled to rely on Schedule 1.1 the Consideration Spreadsheet in making payments under this Article 1 II and Buyer Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the such Consideration Spreadsheet.

Consideration Spreadsheet. (a) Concurrently with the execution and delivery of this Agreement, the The Company has prepared and shall have delivered to Buyer a the consideration spreadsheet (the “Consideration Spreadsheet)”) completed to include all of the following information and a certificate executed by the chief executive officer of the Company, which is attached hereto as Schedule 1.1 and sets forth, dated as of the Closing Date, certifying on behalf of the following: Company, and not in any personal capacity, that the Consideration Spreadsheet is true and correct: (i) the names and addresses of all Company Shareholders name, the mailing address and the number email address in the books and records of the Company, if available, of each Securityholder or Option Promisee; (ii) the number, class and series of shares of Capital Stock held by, or subject to the Company Preferred Stock Options held by, such Person and, in the case of outstanding shares, the respective certificate numbers representing such shares or a statement that such shares are not represented by certificates; (iii) the exercise price per share of each Company Option; (iv) the calculation of the Net Closing Merger Consideration, the Per Share Common Closing Amount, the Per Share Series A Closing Amount; (v) the Fully Diluted Shares Outstanding; (vi) the amount of the Per Share Common Merger Consideration and Company Common the Per Share Series A Merger Consideration (expressed as a dollar amount) distributable to each Stockholder pursuant to this Agreement in exchange for the Capital Stock held by such Persons; Person at the Closing; (iivii) the names, and addresses amount of Per Option Share Closing Consideration distributable to each Optionholder pursuant to this Agreement in exchange for the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to Options held by such Optionholders, Person at the grant date, exercise price and vesting schedule for such Options; Closing; (iiiviii) the namesamount (expressed as a dollar amount) distributable to each Option Promisee at the Closing; (ix) the pro rata share of each Milestone Payment distributable to each Option Promisee, and addresses which amounts shall comprise Company Transaction Expenses to be deducted prior to the extent reasonably available determination of all Warrantholdersthe payments to the Securityholders in respect of such Milestone Payment; (x) whether each Stockholder, together with Optionholder and Option Promisee will be paid by the number Paying Agent or through the Company’s payroll in respect of shares the applicable securities of the Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such Warrants; (iv) detailed calculations of the Consideration; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Sharesholder. (b) The Parties agree that Buyer and Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet.

Consideration Spreadsheet. The Company will prepare and deliver to Purchaser, no less than three (a3) Concurrently with Business Days prior to the execution and delivery of this AgreementClosing, the Company has prepared and delivered to Buyer a spreadsheet (the “Consideration Spreadsheet)”) in the form agreed to by the Company and Purchaser, which is attached hereto spreadsheet will be dated as Schedule 1.1 of the Closing Date and sets forthwill set forth all of the following information, as applicable and as of the Closing Date: (a) the Fully-Diluted Number, (b) the calculation of the Estimated Adjustment Amount, the following: Merger Consideration, the Residual Merger Consideration and the Common Stock Per Share Amount; (ic) the names and addresses amount of all Company Shareholders Specified Transaction Expenses (including an itemized list of each such Specified Transaction Expense indicating the general nature of such expense (i.e., legal, investment banking, accounting, etc.) and the Person to whom such expense is owed); (d) the name of each Company Holder and its, his or her address and taxpayer identification number as reflected in the records of the Company; (e) the type and number of shares of Company Preferred Stock and held by each Company Holder; (f) the number of shares of Company Common Stock held by such Persons; each Company Holder; (iig) the names, and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to Options each Company Option held by such Optionholders, each Company Holder and the grant date, exercise price and vesting schedule for of each such Options; Company Option; (iiih) the names, and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Company Common Stock subject to each Company Series Common Stock Warrant held by each Company Holder and the exercise price of each such Company Common Stock Warrant; (i) the aggregate Series Preferred Per Share Preference Amount and Series Preferred Per Share Accrued Dividend Amount payable to each Company Holder in exchange for shares of Company Series A Preferred Stock, as the case may be, held by such Company Holder; (j) the aggregate amount of cash payable to each Company Holder in exchange for the shares of Company Capital Stock held by such Company Holder (including the amount of cash required to be deducted and withheld from such Company Holder for Taxes); (k) the amount of cash payable to each Company Holder in exchange for Company Options held by such Company Holder (including the amount of cash required to be deducted and withheld from such Company Holder for Taxes and the amount of Tax payable by the Company in connection with such Company Option); (l) the amount of cash payable to each Company Holder in exchange for Company Common Stock Warrants held by such Warrantholders Company Holder (including the amount of cash required to be deducted and withheld from such Company Holder for Taxes); (m) the Company Holder Percentage Interest of each Company Holder in the Escrow Fund; (n) the Company Holder Percentage Interest of each Company Holder; (o) the aggregate amount of Company Change in Control Payments, each individual entitled to a portion of the Company Change in Control Payments and the exercise price for such Warrants; amount thereof, and (ivp) detailed calculations the aggregate amount of the Consideration; (v) Russian Signing Bonuses, each Seller Party’s Pro Rata Percentage (as individual entitled to a percentage interest portion of the Russian Signing Bonuses and the interest in dollar or stock terms, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Sharesthereof. (b) The Parties agree that Buyer and Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet.

Consideration Spreadsheet. (a) Concurrently with At least three (3) Business Days prior to the execution and delivery of this AgreementClosing Date, the Company has prepared shall prepare and delivered deliver to Buyer Parent a form closing consideration spreadsheet (the “Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 prepared by the Company in good faith and sets forthdetailing, in each case, as of immediately prior to the Closing DateFirst Effective Time, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the followingConsideration Spreadsheet: (i) the names name and addresses address of all record of each Company Shareholders Stockholder and the number and class, type or series of shares of Company Capital Stock held by each, and in the case of shares of each series of Company Preferred Stock, the number of shares of Company Common Stock into which such shares of Company Preferred Stock and Company Common Stock held by such Personsare convertible; (ii) the namesnames of record of each holder of Company Options, and addresses to the extent reasonably available of all Optionholdersexercise price, together with the number of shares of Company Common Stock subject to Options each Company Option held by such Optionholdersit and vesting arrangements with respect to any unvested Company Option (including the vesting schedule, the grant vesting commencement date, exercise price and vesting schedule for such Optionsdate fully vested); (iii) the names, and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Aggregate Fully Diluted Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such WarrantsShares; (iv) a detailed calculations calculation of the ConsiderationPer Share Merger Consideration (in each case, without regard to withholding); (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) detailed calculation of the ConsiderationPer Share Earnout Consideration (in each case, without regard to withholding); (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) detailed calculation of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow SharesClosing Cash; (vii) a detailed calculation of the Closing Indebtedness; (viii) for each Seller Party’s Company Securityholder, its share of the Per Share Merger Consideration based on its Pro Rata Percentage Portion; (as a percentage interest and the interest in dollar or stock termsix) for each Earnout Securityholder, as applicable) its share of the Per Share Earnout Funds Consideration based on its Pro Rata Earnout Portion; (x) detailed information with respect to the names of investors and the Earnout Shareslenders, amounts committed by each of them and other material terms of all Permitted Company Financing; and (viiixi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar any explanatory or stock termssupporting information, including calculations, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesParent may reasonably request. (b) The Parties agree that Buyer contents of the Consideration Spreadsheet delivered hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. Under no circumstances shall Parent, Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and or Merger Sub shall not II be responsible for the calculations or the determinations regarding such calculations in the Consideration SpreadsheetSpreadsheet so long as such calculations were not made by Parent and the Parties agree that Parent shall be entitled to rely on the most recently delivered Consideration Spreadsheet in making payments under this ARTICLE III. (c) Nothing contained in this Section 3.5 or in the Consideration Spreadsheet shall be construed or deemed to (i) modify the Company’s obligations to obtain Parent’s prior written consent to the issuance of any securities pursuant to Section 6.1(a)(xix); or (ii) alter or amend the definition of Closing Cash, Closing Indebtedness, Per Share Merger Consideration or Per Share Earnout Consideration.

Consideration Spreadsheet. (a) Concurrently with the execution and delivery of this AgreementPursuant to Section 2.13(a), the Company has prepared will prepare and delivered deliver to Buyer Purchaser a spreadsheet (the “Consideration Spreadsheet)”) in the form agreed to by the Company and Purchaser, which is attached hereto spreadsheet will be dated as Schedule 1.1 of the Closing Date and sets forthwill set forth all of the following information, as applicable and as of the Closing Date, the following: (ia) the names and addresses calculation of all the Adjustment Amount, the Company Shareholders Cash, the Residual Merger Consideration and the Common Stock Per Share Amount; (b) the amount of Specified Transaction Expenses and Company Debt (including an itemized list of each such Specified Transaction Expense or Company Debt indicating the general nature of such expense (i.e., legal, accounting, etc.) and the Person to whom such expense or debt is owed); (c) the name of each Company Holder and its, his or her address and taxpayer identification number as reflected in the records of the Company; (d) the type and number of shares of Company Preferred Stock and held by each Company Holder; (e) the number of shares of Company Common Stock held by such Personseach Company Holder; (iif) the names, and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to Options each Company Option held by such Optionholders, each Company Holder and the grant date, exercise price and vesting schedule for of each such OptionsCompany Option; (iiig) the names, and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Company Common Stock subject to each Company Common Stock Warrant held by each Company Holder and the exercise price of each such Company Common Stock Warrant; (h) the number of shares of Company Series AA Preferred Stock or Series DD Preferred Stock subject to each Company Preferred Stock Warrant held by each Company Holder, the exercise price of each such Warrant and the Closing Preferred Warrant Consideration Payable in respect of such Company Preferred Stock Warrant; (i) the aggregate Series Preferred Per Share Preference Amount and Series Preferred Per Share Accrued Dividend Amount or Company Common Stock Per Share Amount, as applicable, payable to each Company Holder in exchange for shares of Company Series AA Preferred Stock, Company Series BB Preferred Stock, Company Series CC Preferred Stock, Company Series DD Preferred Stock and/or Company Series EE Preferred Stock, as the case may be, held by such Company Holder; (j) the aggregate amount of cash payable to each Company Holder in exchange for the shares of Company Capital Stock held by such Company Holder; (k) the Restricted Stock Number for each Restricted Stock Holder and the aggregate amount of Closing Restricted Stock Consideration payable to such Restricted Stock Holder (including the amount of cash required to be deducted and withheld from such Company Holder for Taxes and the portion of such Closing Restricted Stock Consideration that will be run through the Surviving Corporation’s payroll) and the amount of the Aggregate Closing Restricted Stock Consideration; (l) the amount of cash payable to each Company Holder in exchange for Company Options held by such Company Holder (including, in the case of Employee Optionholders, the amount of cash required to be deducted and withheld from such Employee Optionholder for Taxes and the amount of Tax payable by the Company in connection with such Company Option), the Aggregate Closing Option Consideration, the Aggregate Employee Closing Option Consideration and the Aggregate Non-Employee Closing Option Consideration; (m) the amount of cash payable to each Company Holder in exchange for Company Preferred Stock Warrants held by such Warrantholders and the exercise price for such WarrantsCompany Holder; (ivn) detailed calculations of the Consideration; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount of cash payable to be contributed to the Escrow Funds and the shares of Buyer each Company Holder in exchange for Company Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout SharesWarrants held by such Company Holder; and (viiio) the Company Holder Percentage Interest of each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Shares. (b) The Parties agree that Buyer and Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations Company Holder in the Consideration SpreadsheetEscrow Fund.

Consideration Spreadsheet. (a) Concurrently The Company shall prepare and deliver to Acquiror in accordance with the execution and delivery of this AgreementSection 6.07, the Company has prepared and delivered to Buyer a spreadsheet (the “Consideration Spreadsheet), ”) which is attached hereto as Schedule 1.1 and sets forthshall set forth all of the following information, as of immediately prior to the Closing Date, the followingEffective Time: (i) (A) the Aggregate Merger Consideration, (B) the Aggregate Common Stock Consideration, (C) the Aggregate Preferred Stock Consideration, (D) the Series A-1 Aggregate Consideration, (E) the Series A-2 Aggregate Consideration, (F) the Series B Aggregate Consideration, (G) the Series C-1 Aggregate Consideration, (H) the Series C-2 Aggregate Consideration, (I) the Series E Aggregate Consideration, (J) the Series F Aggregate Consideration and (K) the Series H Aggregate Consideration; (ii) (A) the Per Share Common Stock Consideration, (B) the Cash Equivalent Per Share Common Stock Consideration, (C) the Company Equity Award Exchange Ratio, (D) the Series A-1 Per Share Consideration, (E) the Series A-2 Per Share Consideration, (F) the Series B Per Share Consideration, (G) the Series C-1 Per Share Consideration, (H) the Series C-1 Per Share Consideration, (I) the Series E Per Share Consideration, (J) the Series F Per Share Consideration, (K) the Series G Per Share Consideration and (L) the Series H Per Share Consideration; (iii) the Aggregate Acquiror Cancelled Shares Consideration Value; (iv) for each Company Stockholder, (A) the names and addresses of all of the Company Shareholders Stockholders, (B) the number and type of shares of Company Stock held by such Persons, (C) with respect to Company Restricted Stock, the vesting status and schedule with respect to such Company Restricted Stock, (D) the aggregate number of shares of Acquiror Common Stock issuable to such Company Stockholder pursuant to Section 3.01(a) and (E) the amount of cash in lieu of fractional shares of Acquiror Common Stock payable to such Company Stockholder in accordance with Section 3.07; and (v) for each holder of Rollover Options, Settled Stock Options and the Company Warrant, (A) the names of all such holders, (B) the number of shares of Company Preferred Stock subject to, and the exercise price per share in effect for, each Rollover Option, Settled Stock Option and Company Common Stock held by such Persons; Warrant, (iiC) the namesvesting status and schedule with respect to Rollover Options and Settled Stock Options, including any acceleration as a result of the Transactions, and addresses to whether such Settled Stock Option or Rollover Option is an “incentive stock option” within the extent reasonably available meaning of all OptionholdersSection 422 of the Code or a non-qualified stock option, together with (D) the number of shares Shares of Company Acquiror Common Stock subject to Options held each Rollover Option and Company Warrant (following the assumption thereof by such OptionholdersAcquiror), (E) the grant date, per share exercise price and vesting schedule for the Acquiror Common Stock issuable upon exercise of such Options; Rollover Option or Company Warrant (iiifollowing assumption thereof by Acquiror), (F) any applicable Tax withholding arising as a result of the names, and addresses issuance of the deemed exercise of any Settled Stock Option immediately prior to the extent reasonably available of all Warrantholders, together with Effective Time and (G) the number of shares of Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such Warrants; (iv) detailed calculations of the Consideration; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount Net Shares to be contributed to the Escrow Funds and the shares received in respect of Buyer Common each Settled Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock termsOption, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Sharesif any. (b) The Parties agree that Buyer Company shall prepare and Merger Sub deliver to Acquiror (i) a draft Consideration Spreadsheet not later than five Business Days prior to the Closing Date, which draft shall include the Company’s good faith estimate of all components of the Consideration Spreadsheet as of immediately prior to the Effective Time, and (ii) a final Consideration Spreadsheet not later than two Business Days prior to the Closing Date, certified by an officer of the Company on behalf of the Company, setting forth the information requested as of immediately prior to the Effective Time. The draft Consideration Spreadsheet and the final Consideration Spreadsheet shall be entitled prepared in accordance with the applicable provisions of the Company Certificate of Incorporation, the Company Stock Plans, the Company Warrant and this Agreement. Without limiting the foregoing, the Company shall provide to rely on Schedule 1.1 in making payments under Article 1 Acquiror, together with the draft Consideration Spreadsheet and Buyer the final Consideration Spreadsheet, such supporting documentation, information and Merger Sub shall not be responsible calculations as are reasonably requested by Acquiror for it to verify and determine the calculations or the determinations regarding such calculations calculations, amounts and other matters set forth in the Consideration Spreadsheet.

Consideration Spreadsheet. (a) Concurrently with At least five (5) Business Days prior to the execution and delivery of this AgreementClosing, the Company has prepared and delivered shall deliver to Buyer Parent a spreadsheet (the “Form Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 prepared by the Company in good faith and sets forthsetting forth the following, in each case, as of immediately prior to the Closing DateEffective Time, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the followingConsideration Spreadsheet: (i) the names name and addresses address of all record of each Company Shareholders Stockholder and the number and class, type or series of shares of Company Preferred Stock and Company Common Stock held by such Personseach; (ii) the names, names of record of each holder of Company Warrants and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to Options each Company Warrant held by such Optionholders, the grant date, exercise price and vesting schedule for such Optionsit; (iii) the namesnames of record of each holder of Vested Company Options, and addresses the exercise price, number of shares of Company Common Stock subject to each Vested Company Option held by it; (iv) the extent reasonably available names of all Warrantholdersrecord of each holder of Unvested Company Options, together and the exercise price, number of shares of Company Common Stock subject to each such Unvested Company Option held by it and vesting arrangements with respect to each such Unvested Company Option (including the vesting schedule, vesting commencement date, date fully vested); (v) the names of record of each holder of Company Restricted Stock Units, and the number of shares of Company Common Stock subject to Warrants each such Company Restricted Stock Unit held by it and vesting arrangements with respect to each such Warrantholders and Company Restricted Stock Unit (including the exercise price for such Warrants; (iv) detailed calculations of the Consideration; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock termsvesting schedule, as applicable) of the Considerationvesting commencement date, date fully vested); (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest the name and the interest in dollar or stock terms, as applicable) address of record of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow SharesPre-PIPE Convertible Noteholder; (vii) the number of Fully Diluted Company Shares; (viii) the aggregate number of Rollover Option Shares; (ix) detailed calculations of each Seller Partyof the following (in each case, determined without regard to withholding): (A) the amount of the Company’s Pro Rata Percentage Indebtedness as of immediately prior to Closing; (as a percentage interest B) the Closing Merger Consideration Shares; (C) the Closing Per Share Merger Consideration payable to each named Company Stockholder for each share of Company Common Stock held by such Company Stockholder and the interest aggregate portion of the Merger Consideration Shares payable to such Company Stockholder; (D) to the extent applicable, the pro rata portion of any shares of Parent Class A Common Stock payable to each named Company Stockholder in dollar connection with expired or stock termsforfeited Converted Stock Options, as applicableprovided in Section 3.2(a)(ii); (E) of the Earnout Funds Closing Exchange Ratio; (F) for each Converted Stock Option, the exercise price therefor and the Earnout Sharesnumber of shares of Parent Class A Common Stock subject to such Converted Stock Option and whether such Converted Stock Option constitutes a Vested Company Option or Unvested Company Option (G) for each Converted Restricted Stock Unit, the number of shares of Parent Class A Common Stock subject to such Converted Restricted Stock Unit and whether such Converted Restricted Stock Unit constitutes a vested Restricted Stock Unit or unvested Restricted Stock Unit; (H) for each Company Warrant, the exercise price therefor and the number of shares of Parent Common Stock subject to such Company Warrant; and (viiiI) each Seller Party’s Pro Rata Percentage the aggregate number of shares of Parent Class A Common Stock issuable upon exercise of all the Converted Stock Options. (as a percentage interest and the interest in dollar x) any explanatory or stock termssupporting information, including calculations, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesParent may reasonably request. (b) The Parties agree that Buyer Consideration Spreadsheet delivered hereunder shall be true complete and correct and shall contain the same information described in this Section 3.5, subject to Parent’s rights pursuant to Section 3.4(c). (c) The contents of the Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by ▇▇▇▇▇▇ and shall comport with the provisions of this Agreement, but the Company shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. Under no circumstances shall Parent or Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration SpreadsheetSpreadsheet and the parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under Article IV. (d) Nothing contained in this Section 3.5 or in the Consideration Spreadsheet shall be construed or deemed to: (i) modify the Company’s obligations pursuant to Section 6.1(a)(xx) to obtain Parent’s prior consent to the issuance of any securities; or (ii) alter or amend the definition of Closing Merger Consideration Shares or Closing Exchange Ratio.

Consideration Spreadsheet. (a) Concurrently with At least five (5) Business Days prior to the execution and delivery of this AgreementClosing, the Company has prepared and delivered shall deliver to Buyer Parent a spreadsheet (the “Closing Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 prepared by the Company in good faith and sets forthdetailing the following, in each case, as of immediately prior to the Closing Date, the followingEffective Time: (i) the names name and addresses address of all record of each Company Shareholders Stockholder and the number and class, type or series of shares of Company Preferred Stock and Company Common Capital Stock held by such Persons; (ii) the nameseach, and addresses to in the extent reasonably available case of all Optionholdersshares of each series of Company Preferred Stock, together with the number of shares of Company Common Stock subject into which such shares of Company Preferred Stock are convertible, as adjusted, as applicable, under the Company Charter; (ii) the number of Parent Common Shares to Options held by such Optionholders, the grant date, exercise price and vesting schedule for such Optionsbe issued to each holder of shares of Company Capital Stock under Section 3.1; (iii) the names, and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Aggregate Fully Diluted Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such Warrants;Stock; and (iv) detailed calculations of each of the following (in each case, determined without regard to withholding): (A) the Aggregate Merger Consideration; (vB) each Seller Party’s Pro Rata Percentage the Aggregate Preference Amount; (as a percentage interest and C) the interest in dollar or stock terms, as applicable) of the Aggregate Participating Merger Consideration; (viD) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow SharesConversion Ratio; (viiE) for each Seller Party’s Company Earnout Holder, its Earnout Pro Rata Percentage Share; (as a percentage interest and F) the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout SharesSeries X Gross Up Amount; and (viiiG) for each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest holder of Series X Preferred Stock that has duly submitted an Election Form to receive cash in dollar or stock terms, as applicable) lieu of any portion of the amount Aggregate Merger Consideration, the Series X Option Amount due to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Sharessuch holder. (b) The Parties contents of the Closing Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Closing Consideration Spreadsheet. The parties agree that Buyer and Merger Sub Parent shall be entitled to rely on Schedule 1.1 the Closing Consideration Spreadsheet in making payments under Article 1 ARTICLE III and Buyer subparagraphs (2) and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet(3) of Section 6.6.

Consideration Spreadsheet. (a) Concurrently with No later than one (1) Business Day prior to the execution Closing Date, Company shall prepare and delivery of this Agreement, the Company has prepared deliver to Purchaser and delivered to Buyer attach as Schedule A-2 hereto a spreadsheet (the “Consideration Spreadsheet”), certified by the Chief Executive Officer of Company, which is attached hereto as Schedule 1.1 and sets shall set forth, as of the Closing DateDate and immediately prior to the Merger I Effective Time, the following: (i) the names names, addresses and email addresses (to the extent available) of all Company Shareholders Stockholders and the number of shares of Company Preferred Stock and Company Common Stock held by each such PersonsPerson; (ii) the names, addresses and email addresses (to the extent reasonably available available) of all Optionholders, together with the number of shares of Company Common Stock subject to Vested Options held by such Optionholders, Optionholders and the grant date, exercise price and vesting schedule for such payments to be made to holders of the Vested Options; (iii) the names, addresses and email addresses (to the extent reasonably available available) of all Warrantholders, together with the number of shares of Company Common Stock or Company Series A Preferred Stock, as applicable, subject to Company Warrants held by such Warrantholders and the exercise price for such WarrantsWarrantholders; (iv) detailed calculations a calculation of the ConsiderationAdjusted Fully Diluted Shares Outstanding; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest calculations of the Merger Consideration and the interest in dollar or stock terms, as applicable) amount of the ConsiderationMerger Consideration payable to each Securityholder (before withholding Taxes, if any); (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow SharesClosing Waterfall Per Share Amount; (vii) each Seller PartySecurityholder’s Common Pro Rata Percentage (as a percentage interest and the interest in dollar or stock termsShare, as if applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller PartySecurityholder’s Pro Rata Percentage Share as of the Closing (as a percentage interest and the interest in dollar or stock terms, as applicableinterest) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesEscrow Fund. (b) The Parties parties agree that Buyer and Purchaser, Merger Sub I, Merger Sub II and Stockholders’ Agent shall be entitled to rely on Schedule 1.1 the Consideration Spreadsheet in making payments under Article 1 this Agreement and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the such Consideration Spreadsheet.

Consideration Spreadsheet. At least five (a5) Concurrently with Business Days prior to the execution Closing Date, LCV shall prepare and delivery deliver to Subversive a written statement setting forth a list of this Agreement(i) the LCV Shareholders, the Company has prepared holders of the LCV 2019 Notes and delivered the holders of the LCV 2020 Warrants that are Non-U.S. Persons and the LCV Shareholders, the holders of the LCV 2019 Notes and the holders of the LCV 2020 Warrants that are U.S. Persons that are Qualified Investors (including addresses for such Persons) and (A) with respect to Buyer a spreadsheet the LCV Shareholders, the number and class of LCV Shares held by such LCV Shareholders, and the number of Subversive Common Shares each such LCV Shareholder is entitled to receive in accordance with Section 2.02(b)(i), (B) with respect to the holders of the LCV 2019 Notes, the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV 2019 Note converted into LCV Shares pursuant to the terms of such LCV 2019 Note, and the number of Subversive Common Shares each such holder of the LCV 2019 Note is entitled to receive in accordance with Section 2.02(e)(i) and (C) with respect to the holders of the LCV 2020 Warrants, the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV ▇▇▇▇ ▇▇▇▇▇▇▇ been exercised into LCV Shares pursuant to the terms of such LCV ▇▇▇▇ ▇▇▇▇▇▇▇, and the number of Subversive Common Shares each such holder of the LCV 2020 Warrant is entitled to receive in accordance with Section 2.02(f)(i), (ii) the holders of LCV Options that are Continuing Employees, the number of LCV Class A Shares underlying the LCV Options held by such Continuing Employees, and the number of Subversive Common Shares each such Continuing Employee is entitled to receive immediately after the Effective Time upon exercise of such LCV Options in accordance with Section 2.02(d)(i), (iii) the LCV Shareholders that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares held by such LCV Shareholders, and the Closing Cash-Out Amount each such LCV Shareholder is entitled to receive in accordance with Section 2.02(b)(ii), (iv) the holders of the LCV 2019 Notes that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV 2019 Note been converted into LCV Shares pursuant to the terms of such LCV 2019 Note, and the Closing Cash-Out Amount each such holder of the LCV 2019 Note is entitled to receive in accordance with Section 2.02(e)(ii), (v) the holders of the LCV 2020 Warrants that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV ▇▇▇▇ ▇▇▇▇▇▇▇ been exercised into LCV Shares pursuant to the terms of such LCV ▇▇▇▇ ▇▇▇▇▇▇▇, and the Closing Cash-Out Amount each such holder of the LCV 2020 Warrant is entitled to receive in accordance with Section 2.02(f)(ii), (vi) the holders of LCV Options that are not Continuing Employees, the number of LCV Class A Shares underlying the LCV Options held by such holders of LCV Options, and the LCV Option Cash-Out Amount each such holder of LCV Options is entitled to receive in accordance with Section 2.02(d)(ii) (vii) the LCV Shareholders that are holders of Dissenting Shares and (viii) detailed calculations of the Closing Per Share Merger Consideration and the amount of the estimated Contingent Merger Consideration of each LCV Shareholder, each holder of the LCV 2019 Note and each holder of the LCV ▇▇▇▇ ▇▇▇▇▇▇▇ and each holder of Rollover Options, the PPP BofA Escrow Amount and the PPP ▇▇▇▇▇ Fargo Escrow Amount (the “Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 and sets forth, as of the Closing Date, the following: (i) the names and addresses of all Company Shareholders and the number of shares of Company Preferred Stock and Company Common Stock held by such Persons; (ii) the names, and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to Options held by such Optionholders, the grant date, exercise price and vesting schedule for such Options; (iii) the names, and addresses to the extent other supporting documentation as Subversive may reasonably available of all Warrantholders, together with the number of shares of Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such Warrants; (iv) detailed calculations of the Consideration; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Shares. (b) request. The Parties agree that Buyer LCV shall be responsible for the accuracy and Merger Sub completeness of the Consideration Spreadsheet and Subversive shall be entitled to rely on Schedule 1.1 the Consideration Spreadsheet in making the issuances and payments under this Article 1 II and Buyer and Merger Sub Subversive shall not be responsible for the calculations or the determinations regarding such calculations in the such Consideration Spreadsheet.

Consideration Spreadsheet. (a) Concurrently Simultaneously with the execution and delivery of this Agreement, the Company has prepared and delivered to Buyer the Parent Parties a spreadsheet Consideration Spreadsheet (the “Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 prepared by the Company in good faith and sets forthdetailing the following, in each case, as of immediately prior to the Closing DateEffective Time, based, when relevant, on assumptions reasonably acceptable to the followingParent Parties which are described in detail in the Consideration Spreadsheet: (i) the names name and addresses address of all record of each Company Shareholders Shareholder and the number of shares and class, type or series of Company Preferred Stock and Company Common Stock Ordinary Shares held by such Personseach; (ii) the names, number of Company Ordinary Shares that will be issued and addresses outstanding immediately prior to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to Options held by such Optionholders, the grant date, exercise price and vesting schedule for such Options;Effective Time; and (iii) detailed calculations of each of the namesfollowing (in each case, and addresses determined without regard to withholding): (A) the extent reasonably available of all Warrantholders, together with the number of shares of Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such WarrantsPer Share Merger Consideration Amount; (ivB) detailed calculations of the Per Share Merger Consideration; (vC) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the ConsiderationMerger Consideration Shares to be issued at Closing; (viD) for each Seller Party’s Company Shareholder, its Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) Share of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Merger Consideration Shares; (viiE) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar any explanatory or stock termssupporting information, including calculations, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesParent may reasonably request. (b) At least three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Parent Parties an updated Closing Consideration Spreadsheet as of immediately prior to the Effective Time. (c) The Parties agree that Buyer and Merger Sub contents of the Consideration Spreadsheet delivered by the Company hereunder shall be entitled subject to rely on Schedule 1.1 reasonable review and comment by the Parent Parties, but the Company shall, in making payments under Article 1 and Buyer and Merger Sub all events, remain solely responsible for the contents of each updated Consideration Spreadsheet. Under no circumstances shall not any Parent Party be responsible for the calculations or the determinations regarding such calculations in any Consideration Spreadsheet so long as such calculations were not made by the Parent Parties and the parties agree that the Parent Parties shall be entitled to rely on the most recently delivered Consideration SpreadsheetSpreadsheet in making payments under this Article IV. (d) Nothing contained in this Section 4.4 or in the Closing Consideration Spreadsheet shall be construed or deemed to: (i) modify the Company’s obligations to obtain Parent’s prior consent to the issuance of any securities pursuant to Section 7.1(a)(xix); or (ii) alter or amend the definition of Per Share Merger Consideration Amount, Per Share Merger Consideration, Merger Consideration, or Merger Consideration Shares.

Consideration Spreadsheet. (a) Concurrently with At least five (5) Business Days prior to the execution and delivery of this AgreementClosing, the Company has prepared and delivered shall deliver to Buyer Parent a spreadsheet (the “Closing Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 prepared by the Company in good faith and sets forthdetailing the following, in each case, as of immediately prior to the Closing Date, the followingEffective Time: (i) the names name and addresses address of all record of each Company Shareholders Stockholder and the number and class, type or series of shares of Company Preferred Stock and Company Common Capital Stock held by such Persons; (ii) the nameseach, and addresses to in the extent reasonably available case of all Optionholdersshares of each series of Company Preferred Stock, together with the number of shares of Company Common Stock into which such shares of Company Preferred Stock are convertible; (ii) the names of record of each holder of Company Options, and the exercise price, number of shares of Company Capital Stock subject to each Company Options held by such Optionholdersholder (including, in the case of unvested Company Options, the grant vesting schedule, vesting commencement date, exercise price and vesting schedule for such Optionsdate fully vested); (iii) the namesnames of record of each holder of a Company Convertible Note, the loan amount (principal and addresses to the extent reasonably available of all Warrantholders, together with interest) and the number of shares of Company Common Stock subject or Company Preferred Stock (on an as converted to Warrants held by Company Common Stock basis) issuable upon conversion of such Warrantholders and the exercise price for such WarrantsCompany Convertible Note; (iv) detailed calculations the number of the ConsiderationAggregate Fully Diluted Company Common Stock; (v) the number of shares of Company Common Stock issuable upon conversion of each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) series of the ConsiderationCompany Preferred Stock; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) aggregate number of the amount shares subject to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares;Company Options; and (vii) detailed calculations of each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and following (in each case, determined without regard to withholding): (A) the Earnout SharesAggregate Merger Consideration; (B) the Conversion Ratio; (C) the Per Preferred Share Merger Consideration for each series of Company Preferred Stock; and (viiiD) for each Seller Party’s Pro Rata Percentage (as a percentage interest Converted Stock Option, the exercise price therefor and the interest in dollar or stock terms, as applicable) number of the amount Parent Common Shares subject to be contributed to the Adjustment Funds and the shares of Buyer Common such Converted Stock to be contributed to the Adjustment SharesOption. (b) The Parties contents of the Closing Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Closing Consideration Spreadsheet. The parties agree that Buyer and Merger Sub Parent shall be entitled to rely on Schedule 1.1 the Closing Consideration Spreadsheet in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration SpreadsheetARTICLE III.

Consideration Spreadsheet. (a) Concurrently At least three (3) Business Days before the Closing and concurrently with the execution and delivery of this Agreementthe Estimated Closing Working Capital Statement, the Company has prepared shall prepare and delivered deliver to Buyer Parent a spreadsheet (the “Consideration Spreadsheet”), certified by the Chief Financial Officer of the Company, which is attached hereto as Schedule 1.1 and sets shall set forth, as immediately prior to the Effective Time (but after the effective time of the Closing DateTaxable Distribution Transaction), the following: (i) the names names, mailing addresses and email addresses of all Company Shareholders Stockholders and the number of shares of Company Preferred Stock and Company Common Stock Shares held by such Persons; (ii) the names, mailing addresses and email addresses of all In-Money Optionholders immediately prior to the extent reasonably available of all OptionholdersEffective Time, together with the number of shares of Company Common Stock Shares subject to such In-Money Options so held by such In-Money Optionholders, the grant date, date and exercise price and vesting schedule for such In-Money Options; (iii) detailed calculations of the namesClosing Merger Consideration, and addresses to the extent reasonably available of all WarrantholdersFully Diluted Share Number, together with the number of shares of Company Common Stock subject to Warrants held by such Warrantholders Closing Per Share Merger Consideration and the exercise price for such WarrantsExcluded Subsidiary Holding Company Portion; (iv) detailed calculations of the Consideration; (v) each Seller PartyStockholder’s and In-Money Optionholder’s Pro Rata Percentage Share (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Closing Merger Consideration; (viv) each Seller PartyStockholder’s and In-Money Optionholder’s Pro Rata Percentage Share (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to each of the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout SharesFunds; and (viiivi) identifying each Seller Party’s Pro Rata Percentage (as In-Money Optionholder who is a percentage interest and the interest in dollar Company Entity Optionholder or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Shares.an Excluded Entity Optionholder; (b) The Parties parties agree that Buyer Parent and Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations information set forth in the Consideration SpreadsheetSpreadsheet pursuant to Section 2.18(a)(i) and Section 2.18(a)(ii) above. (c) The parties agree that any payments and disbursements of the Closing Merger Consideration and the Escrow Funds to the Stockholders and In-Money Optionholders as provided in this Agreement and the Escrow Agreement shall be made through the Exchange Agent; provided, that to the extent any Stockholder or In-Money Optionholder is an employee of a Company Entity or Excluded Entity as of the date of such payment or disbursement, the parties agree to cause such amounts to be paid to the applicable Company Entity and Excluded Entity (or its designated payroll service provider) for payment and disbursement to the Stockholders and In-Money Optionholders.

Consideration Spreadsheet. (a) Concurrently At least two (2) Business Days before the Closing and concurrently with the execution and delivery calculation of this Agreementthe Estimated Closing Net Working Capital under Section 2.16(c) hereof, the Company has prepared shall prepare and delivered deliver to Buyer Parent a spreadsheet (the “Consideration Spreadsheet”), certified by the chief executive officer of the Company, which is attached hereto as Schedule 1.1 and sets shall set forth, as of the Closing DateDate and immediately prior to the Effective Time, the following: (i) the names and addresses of all Company Shareholders and the number of shares of Company Preferred Stock Shares (listed separately by class and Company Common Stock series) held by such Persons; (ii) the names, names and addresses to the extent reasonably available of all Optionholders, together with the number of shares Shares (listed by class and series of Company Common Stock capital stock) subject to Options held by such Optionholders, the grant date, exercise price and vesting schedule for such Options; (iii) the names, names and addresses to the extent reasonably available of all Warrantholders, together with the number of shares Shares (listed by class and series of Company Common Stock capital stock) subject to Warrants held by such Warrantholders and Warrantholders, the grant date, exercise price and vesting schedule for such Warrants; (iv) detailed calculations of the Estimated Closing Merger Consideration, each of the Holdback Amounts, the Series 2 Preferred Share Number, the Closing Series 2 Preferred Per Share Merger Consideration, and the amounts payable, if any, to each Holder pursuant to Article II in respect of their respective Shares, Options and Warrants; (v) each Seller PartyIndemnification Shareholder’s Pro Rata Percentage Allocable Portion (expressed as a percentage interest and the interest in dollar or stock terms, as applicable) of the Considerationpercentage); (vi) each Seller PartyShareholder’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares;Distribution Percentage; and (vii) the applicable wire transfer instructions (or other payment directions) for each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) holder of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesSeries 2 Preferred. (b) The Parties agree that Buyer Company shall prepare the Consideration Spreadsheet consistent with the amounts each Holder would receive if all of the payments were made on the Closing Date pursuant to the liquidation priorities set forth in the Company Organizational Documents and consistent with this Agreement, the Stock Option Plans, any Applicable Option Documents (including taking into account the exercise price associated with any Options), the Warrants and any agreements relating to the Warrants. Parent, Merger Sub Sub, the Surviving Corporation and each of their respective Affiliates shall be entitled to rely on Schedule 1.1 the Consideration Spreadsheet in making payments under Article 1 II, and Buyer and none of Parent, Merger Sub Sub, the Surviving Corporation, or any of their respective Affiliates shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet. None of Parent, Merger Sub, the Surviving Corporation or any of their respective Affiliates or any other Parent Indemnified Party shall have any liability or obligation to any Person, including the Holders, for any Losses arising from or relating to errors, omissions or inaccuracies in the calculations of the portion of the Final Closing Merger Consideration payable to any Holder or any other errors, omissions or inaccuracy in the Consideration Spreadsheet.

Consideration Spreadsheet. (a) Concurrently with the execution and delivery of this Agreement, the The Company has prepared and delivered to Buyer Parent a spreadsheet attached hereto as Exhibit H (the “Consideration Signing Spreadsheet”), which is attached hereto as Schedule 1.1 and sets forth, as certified by an authorized Person of the Closing DateCompany on behalf of the Company, the followingsetting forth for each record Holder of any Units or Company Warrants: (i) the names and addresses of all Company Shareholders and the name, address (including email address) and, where available, tax identification number of shares of Company Preferred Stock and Company Common Stock held by such PersonsHolder; (ii) the names, number and addresses to the extent reasonably available type of all Optionholders, together with the number of shares of Company Common Stock subject to Options Units held by such Optionholders, the grant date, exercise price and vesting schedule for such OptionsHolder; (iii) with respect to Company Incentive Units, the names, and addresses to the extent reasonably available of all Warrantholders, together with threshold value for such Company Incentive Units; (iv) the number of shares of Company Common Stock subject to Warrants held by such Warrantholders Holder and the exercise price for such Company Warrants; (iv) detailed calculations of the Consideration; (v) each Seller Partysuch holder’s Pro Rata Percentage (determined as a percentage interest and the interest in dollar or stock terms, as applicable) of the Considerationdate hereof; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount of cash payable to be contributed such Holder pursuant to Section 2.7 and Section 2.8 as Closing Cash Consideration for its Units and Company Warrants based on the Escrow Funds and preliminary statement of Net Working Capital as of June 30, 2014 attached as Exhibit I (the shares of Buyer Common Stock to be contributed to the Escrow Shares“Preliminary NWC Statement”); (vii) each Seller Partythe number of shares of Parent Common Stock issuable to such Holder pursuant to Section 2.7 and Section 2.8 as Closing Stock Consideration (and any cash payable to such holder in lieu of fractional shares of Parent Common Stock) for its Units and Company Warrants; (viii) the number of shares of Parent Common Stock to be deposited in respect of such Holder’s Pro Rata Percentage Units and Company Warrants into the Escrow Fund; (as a percentage interest ix) the amount of cash in respect of such Holder’s Units and Company Warrants to be paid toward the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout SharesHolder Representative Expense Fund; and (viiix) each Seller Party’s Pro Rata Percentage (the amount of tax, if any, required by Law to be withheld from any consideration payable to such Holder as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount date hereof (including taxes required to be contributed to withheld in respect of amounts deposited in the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesHolder Representative Expense Fund). (b) The Parties agree Concurrently with the delivery of the Preliminary Closing Statement pursuant to Section 2.13, the Company shall prepare and deliver to Parent an updated Signing Spreadsheet (as so updated, the “Consideration Spreadsheet”), certified by an authorized Person of the Company on behalf of the Company, that Buyer recalculates the information set forth in clause (a) with respect to each Holder based on the Estimated Net Working Capital. Notwithstanding anything to the contrary in the Company LLC Agreement or otherwise, but subject to Section 2.9, all amounts and Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations allocations set forth in the Consideration SpreadsheetSpreadsheet shall be conclusive and binding on all parties. In the event of any inconsistency between the Consideration Spreadsheet and any provision of the Company LLC Agreement or any other document, the Consideration Spreadsheet shall control in all respects.

Consideration Spreadsheet. (a) Concurrently At least two (2) Business Days before the Closing and concurrently with the execution and delivery of this Agreementthe Estimated Adjustment Amount, the Company has prepared shall prepare and delivered deliver to Buyer a spreadsheet (the “Consideration Spreadsheet”), certified by the Chief Executive Officer of the Company, which is attached hereto as Schedule 1.1 and sets shall set forth, as of the Closing Date, the following: (i) the names and addresses of all Company Shareholders Stockholders and the number of shares of Company Preferred Stock and Company Common Capital Stock held by such Persons; (ii) the names, names and addresses to the extent reasonably available of all Persons holding Company Options (“Optionholders”), together with the number of shares of Company Common Capital Stock subject to the Company Options held by such Optionholders, the grant date, date and exercise price and vesting schedule for such Company Options; (iii) the names, names and addresses to the extent reasonably available of all Persons holding Company Warrants (“Warrantholders”), together with the number of shares of Company Common Capital Stock subject to the Company Warrants held by such Warrantholders Warrantholders, the grant date and the exercise price for such Company Warrants; (iv) detailed calculations of the Base Merger Consideration and Aggregate Closing Share Consideration; (v) each Seller PartyStockholder’s, Optionholder’s Pro Rata Percentage (as a percentage interest and Warrantholder’s portion of the interest in dollar or stock termsPer Share Closing Consideration, Per Option Share Closing Consideration, and Per Warrant Share Closing Consideration, as applicable) of the Consideration; (vi) each Seller PartyStockholder’s, Optionholder’s and Warrantholder’s Pro Rata Percentage Share (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares;interest); and (vii) each Seller PartyIndemnifying Securityholder’s Indemnity Pro Rata Percentage Share (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Sharesinterest). (b) The Parties parties agree that Buyer Buyer, Merger Sub and Merger Sub LLC shall be entitled to rely on Schedule 1.1 the Consideration Spreadsheet in making payments under Article 1 hereunder and Buyer Buyer, Merger Sub and Merger Sub LLC shall not be responsible for the calculations or the determinations regarding such calculations in the such Consideration Spreadsheet.

Consideration Spreadsheet. (a) Concurrently At least three business day before the Closing and concurrently with the execution and delivery of this Agreementthe Estimated Closing Statement, the Company has prepared shall prepare and delivered deliver to Buyer Parent a spreadsheet (the “Consideration Spreadsheet”), signed on the Company’s behalf by the Chief Financial Officer of the Company, which is attached hereto as Schedule 1.1 and sets shall set forth, as of the Closing Date and immediately prior to the Closing Date, the following: (i) the names names, addresses and addresses wire instructions of all holders of Company Shareholders Capital Stock and the number of shares and form of Company Preferred Stock and Company Common Capital Stock held by such Persons; (ii) the names, names and addresses to the extent reasonably available of all In-the-Money Optionholders, together with the number of shares of Company Common Stock subject to In-the-Money Options held by such OptionholdersPersons, the grant date, date and exercise price and vesting schedule for such In-the-Money Options; (iii) detailed calculations of the namesMerger Consideration, Fully Diluted Company Share Number and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such WarrantsPer Share Merger Consideration; (iv) detailed calculations the portion of each element of the ConsiderationMerger Consideration that each Company Equityholder is eligible to receive hereunder; (v) each Seller Party’s Pro Rata Percentage (as the aggregate amount of Transaction Expenses payable or issuable to any recipient thereof, together with wire instructions for such recipient and, with respect to the Non-Cash Transaction Expense Recipients, a percentage interest physical mailing address for the issuance of the applicable Notes, Warrants and the interest in dollar or stock termsshares comprising Transaction Expenses, as applicable) of the Consideration;; and (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) wire instructions of the amount to be contributed to the Stockholder Representative Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesAccount. (b) The Parties parties agree that Buyer Parent and Merger Sub shall be entitled to rely on Schedule 1.1 the Consideration Spreadsheet in making payments under Article 1 and Buyer Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the such Consideration Spreadsheet.

Consideration Spreadsheet. At least five (a5) Concurrently with Business Days prior to the execution Closing Date, ▇▇▇▇▇▇ shall prepare and delivery deliver to Subversive a written statement setting forth a list of this Agreement(i) the ▇▇▇▇▇▇ Shareholders that are Non-U.S. Persons and the ▇▇▇▇▇▇ Shareholders that are U.S. Persons that are Qualified Investors (including addresses for such Persons), the Company has prepared number and delivered class of ▇▇▇▇▇▇ Shares held by such ▇▇▇▇▇▇ Shareholders, and the number of Subversive Common Shares each such ▇▇▇▇▇▇ Shareholder is entitled to Buyer a spreadsheet receive in accordance with Section 2.01(a) and Section 2.02(b)(i), (ii) the holders of ▇▇▇▇▇▇ Options that are Continuing Employees, the number of ▇▇▇▇▇▇ Common Shares underlying the ▇▇▇▇▇▇ Options held by such Continuing Employees, and the number of Subversive Common Shares that each such Continuing Employee is entitled to receive immediately after the Effective Time upon exercise of such ▇▇▇▇▇▇ Options in accordance with Section 2.02(d)(i), (iii) the ▇▇▇▇▇▇ Shareholders that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of ▇▇▇▇▇▇ Shares held by such ▇▇▇▇▇▇ Shareholders, and the Closing Cash-Out Amount each such ▇▇▇▇▇▇ Shareholder is entitled to receive in accordance with Section 2.02(b)(ii), (iv) the holders of ▇▇▇▇▇▇ Options that are not Continuing Employees, the number of ▇▇▇▇▇▇ Common Shares underlying the ▇▇▇▇▇▇ Options held by such holders of ▇▇▇▇▇▇ Options, and the ▇▇▇▇▇▇ Option Cash-Out Amount each such holder of ▇▇▇▇▇▇ Options is entitled to receive in accordance with Section 2.02(d)(ii), (v) the ▇▇▇▇▇▇ Shareholders that are holders of Dissenting Shares and (v) detailed calculations of the Closing Transaction Consideration, Closing Common Consideration Per Share, Closing Preferred A Consideration Per Share and Closing Preferred B Consideration Per Share (the “Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 and sets forth, as of the Closing Date, the following: (i) the names and addresses of all Company Shareholders and the number of shares of Company Preferred Stock and Company Common Stock held by such Persons; (ii) the names, and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to Options held by such Optionholders, the grant date, exercise price and vesting schedule for such Options; (iii) the names, and addresses to the extent other supporting documentation as Subversive may reasonably available of all Warrantholders, together with the number of shares of Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such Warrants; (iv) detailed calculations of the Consideration; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Shares. (b) request. The Parties agree that Buyer ▇▇▇▇▇▇ shall be responsible for the accuracy and Merger Sub completeness of the Consideration Spreadsheet and Subversive shall be entitled to rely on Schedule 1.1 the Consideration Spreadsheet in making the issuances and payments under this Article 1 II and Buyer and Merger Sub Subversive shall not be responsible for the calculations or the determinations regarding such calculations in the such Consideration Spreadsheet.

Consideration Spreadsheet. (a) Concurrently with At least five (5) Business Days prior to the execution and delivery of this AgreementClosing, the Company has prepared and delivered shall deliver to Buyer Parent a spreadsheet (the “Closing Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 prepared by the Company in good faith and sets forthdetailing the following, in each case, as of immediately prior to the Closing Date, the followingEffective Time: (i) the name and address of record of each Company Shareholder and the number and class, type or series of Company Capital Shares held by each, and in the case of shares of each series of Company Preferred Shares, the number of Company Ordinary Shares into which such Company Preferred Shares are convertible; (ii) the names of record of each holder of Company Options, and addresses the exercise price, number of all Company Shareholders Capital Shares subject to each Company Options held by such holder (including, in the case of unvested Company Options, the vesting schedule, vesting commencement date, date fully vested); (iii) the names of record of each holder of Company Warrants, and the exercise price, number of Company Capital Shares subject to each Company Warrant held by such holder (including, in the case of unvested Company Warrants, the vesting schedule, vesting commencement date, date fully vested); (iv) the names of record of each holder of a Company Convertible Note, the loan amount (principal and interest) and the number of Company Ordinary Shares or Company Preferred Shares (on an as converted to Company Ordinary Shares basis) issuable upon conversion of such Company Convertible Note; (v) the number of Aggregate Fully Diluted Company Ordinary Shares; (vi) the number of Company Ordinary Shares issuable upon conversion of each series of Company Preferred Shares; (vii) the aggregate number of shares subject to Company Options; (viii) detailed calculations of each of the following (in each case, determined without regard to withholding): (A) the Aggregate Merger Consideration; (B) the Conversion Ratio; (C) the Per Preferred Share Merger Consideration for each series of Company Preferred Shares; (D) for each Converted Stock Option, the exercise price therefor and the number of shares of Company Preferred Stock and Company Common Stock held by such Persons; (ii) the names, and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Company Parent Common Stock subject to Options held by such Optionholders, the grant date, exercise price and vesting schedule for such OptionsConverted Stock Option; (iiiE) with respect to any Person otherwise included in the namesClosing Consideration Spreadsheet, and addresses whether the Parent Common Stock and/or Converted Stock Option should be deposited with the 102 Parent Trustee (or 102 Company Trustee, if required by the Options Tax Ruling) and/or Exchange Agent; and (F) for each Person that is a Company Shareholder immediately prior to the extent reasonably available Effective Time the quotient (expressed as a percentage) of all Warrantholders, together with (i) aggregate number of Company Ordinary Shares and the number of shares of Company Common Stock subject to Ordinary Shares underlying any Company Preferred Shares, Company Options or Company Warrants held by such Warrantholders and Person (as applicable), on a fully-diluted basis, divided by (2) the exercise price for Aggregate Fully Diluted Company Ordinary Shares (such Warrants; (iv) detailed calculations of quotient, the Consideration; (v) each Seller Party’s “Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesPortion”). (b) The contents of the Closing Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Closing Consideration Spreadsheet. The Parties agree that Buyer and Merger Sub Parent shall be entitled to rely on Schedule 1.1 the Closing Consideration Spreadsheet in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration SpreadsheetIII.

Consideration Spreadsheet. (a) Concurrently with The Company shall prepare and deliver to Parent, no less than two Business Days prior to the execution and delivery of this AgreementClosing, the Company has prepared and delivered to Buyer a spreadsheet (the “Consideration Spreadsheet), which is attached hereto as Schedule 1.1 and sets forth”) setting forth all of the following information, as of the Closing Date, the following: : (i) the names and addresses of all Company Shareholders Securityholders (and such other information as the number Paying Agent may reasonably request) as reflected in the records of shares of Company Preferred Stock and Company Common Stock held by such Persons; the Company; (ii) the namesCompany Shares, Cashed-Out Options, and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to Options Cashed-Out Warrants held by such Optionholders, Company Securityholders immediately prior to the grant date, exercise price and vesting schedule for such Options; Closing; (iii) the namesamount of Specified Transaction Expenses (including an itemized list of each such Specified Transaction Expense indicating the general nature of such expense (i.e., legal, accounting, etc.), and addresses the Person to whom such expense is owed) and the wire transfer information of each such Person; (iv) the aggregate amount of Company Debt along with a breakdown by lender, amount of Company Debt and the wire transfer information of each lender; (v) the Aggregate Vested Option Exercise Price Amount, the Aggregate Vested Option Payment Amount, the Aggregate Warrant Exercise Price Amount, the Aggregate Warrant Payment Amount and the Aggregate Plan Payment Amount; (vi) the amount of Aggregate Merger Consideration payable to each Company Securityholder (subject to the extent reasonably available terms and conditions of all Warrantholdersthis Agreement and any Option Termination Agreement or any Warrant Termination Agreement to which such Company Securityholder is a party) in exchange for the Company Shares, together with Cashed-Out Options Cashed-Out Warrants or the number Change of shares of Company Common Stock subject to Warrants Control Plan Rights held by such Warrantholders Company Securityholder; (vii) the Indemnity Escrow Amount; (viii) the Special Escrow Amount; and the exercise price for such Warrants; (iv) detailed calculations of the Consideration; (vix) each Seller PartyCompany Securityholder’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) Portion of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be amounts contributed to the Escrow Funds Fund and the shares Representative Account. Unless otherwise provided herein in Section 1.3(a)(ii), Parent shall make all payments made pursuant to this Agreement in cash by wire transfer of Buyer Common Stock to be contributed to immediately available funds. For the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest avoidance of doubt, the Applicable Per Share Amount and the interest amounts that the Company Securityholders are entitled to receive pursuant to Sections 1.3, 1.4, 1.6, 1.7, 1.11 and 1.12 is calculated by allocating the Aggregate Merger Consideration in dollar or stock termsaccordance with (i) the liquidation provisions set forth in the Company Charter, as applicable(ii) with respect to each Cashed-Out Option, the calculation of the Earnout Funds Vested Option Payment Amount in accordance with the terms and conditions of this Agreement and the Earnout Shares; and respective Option Termination Agreement, (viiiiii) with respect to each Seller Party’s Pro Rata Percentage (as a percentage interest Cashed-Out Warrant, the calculation of the Company Warrant Payment Amount in accordance with the terms and conditions of this Agreement and the interest in dollar or stock termsrespective Company Warrant Termination Agreement, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Shares. (b) The Parties agree that Buyer and Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet.and

Consideration Spreadsheet. (a) Concurrently with The Company shall prepare and deliver to Acquiror, at or prior to the execution and delivery of this AgreementClosing, the Company has prepared and delivered to Buyer a spreadsheet (the “Consideration Spreadsheet”), in the form attached as Exhibit G, certified on behalf of the Company by the Chief Executive Officer and President of the Company, which is attached hereto spreadsheet shall be dated as Schedule 1.1 of the Closing Date and sets forthshall set forth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date, Date and immediately prior to the following: Effective Time: (ia) the names calculation of the Indemnification Escrow Amount, Fully Diluted Interests Number, Initial Consideration, Total Consideration, Initial Per Unit Amount, Milestone Per Unit Amount and addresses number of all outstanding Membership Units of the Company Shareholders as of the most practicable date and (b) for each Company Holder: (1) name, address, taxpayer identification number and employee or former employee status of such Person as reflected in the records of the Company; (2) the number of shares of Company Membership Units and Series A Preferred Stock and Company Common Stock Units held by such Persons; Person as of immediately prior to the Closing and, if in certificated form, the respective certificate numbers where applicable; (ii3) the names, amount of cash issuable as Initial Consideration to such Person in exchange for the Membership Units and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to Options Series A Preferred Units held by such Optionholders, the grant date, exercise price and vesting schedule for such Options; Person; (iii4) the namesamount of cash, and addresses if any, issuable as Milestone Payments to such Person in exchange for the extent reasonably available of all Warrantholders, together with the number of shares of Company Common Stock subject to Warrants Membership Units held by such Warrantholders Person (including the amount of cash required to be deducted and withheld from such Person for Taxes); (5) the exercise price for Initial Consideration issuable to such Warrants; (iv) detailed calculations Person as a percentage of the Initial Consideration; ; (v6) each Seller Party’s the Milestone Payments issuable to such Person as a percentage of Milestone Payments; (7) the Escrow Pro Rata Percentage Share (as a percentage interest and interest) of such Person; (8) the interest Escrow Pro Rata Share of such Person in the Indemnification Escrow Amount (in dollar terms); (9) any information or stock terms, other documentation that Acquiror is obligated to use commercially reasonable efforts to cause the Company Holders’ Agent to deliver or cause to be delivered to the Paying Agent pursuant to the Paying Agent Agreement; and (10) such other information relevant thereto or which Acquiror may reasonably request as applicable) of the Consideration; date that is three (vi3) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed Business Days prior to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesClosing Date. (b) The Parties agree that Buyer and Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet.

Consideration Spreadsheet. (a) Concurrently with At least five (5) Business Days prior to the execution and delivery of this AgreementClosing, the Company has prepared and delivered shall deliver to Buyer Parent a spreadsheet (the “Form Consideration Spreadsheet”), which is attached hereto as Schedule 1.1 prepared by the Company in good faith and sets forthsetting forth the following, in each case, as of immediately prior to the Closing DateEffective Time, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the followingConsideration Spreadsheet: (i) the names name and addresses address of all record of each Company Shareholders Stockholder and the number and class, type or series of shares of Company Preferred Stock and Company Common Stock held by such Personseach; (ii) the namesnames of record of each holder of Vested Company Options, and addresses to the extent reasonably available of all Optionholdersexercise price, together with the number of shares of Company Common Stock subject to Options each Vested Option held by such Optionholders, the grant date, exercise price and vesting schedule for such Optionsit; (iii) the namesnames of record of each holder of Unvested Company Options, and addresses to the extent reasonably available of all Warrantholdersexercise price, together with the number of shares of Company Common Stock subject to Warrants each such Unvested Company Option held by it and vesting arrangements with respect to each such Warrantholders and Unvested Company Option (including the exercise price for such Warrantsvesting schedule, vesting commencement date, date fully vested); (iv) detailed calculations the number of the ConsiderationFully Diluted Company Shares; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) aggregate number of the ConsiderationRollover Option Shares; (vi) detailed calculations of each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount following (in each case, determined without regard to be contributed to withholding): (A) the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Closing Merger Consideration Shares; (viiB) the Closing Per Share Merger Consideration payable to each Seller Party’s Pro Rata Percentage named Company Stockholder for each share of Company Common Stock held by it; (C) to the extent applicable, the Additional Per Share Merger Consideration payable to each named Earnout Recipient for each share of Company Common Stock or Converted Stock Option held by it (assuming each such holder were to be entitled to receive Additional Per Share Merger Consideration); (D) to the extent applicable, the pro rata portion of any shares of Parent Common Stock payable to each named Company Stockholder in connection with expired or forfeited Converted Stock Options, as a percentage interest set forth in Section 3.2(b); (E) the aggregate number of the Indemnification Escrow Shares to be deducted, as provided in Section 3.4(a)(i), from the Closing Merger Consideration Shares into which the shares of Company Common Stock are converted pursuant to this Agreement, together with the portion thereof attributable to each share of Company Common Stock; (F) the Closing Exchange Ratio; (G) for each Converted Stock Option, the exercise price therefor and the interest in dollar number of shares of Parent Common Stock subject to such Converted Stock Option and whether such Converted Stock Option constitutes a Vested Company Option or stock terms, as applicable) of the Earnout Funds and the Earnout SharesUnvested Company Option; and (viiiH) each Seller Party’s Pro Rata Percentage the aggregate number of shares of Parent Common Stock issuable upon exercise of all the Converted Stock Options. (as a percentage interest and the interest in dollar vii) any explanatory or stock termssupporting information, including calculations, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment SharesParent may reasonably request. (b) The Parties agree that Buyer Consideration Spreadsheet delivered hereunder shall be true complete and correct and shall contain the same information described in this Section 3.5, subject to Parent’s rights pursuant to Section 3.5(a)(ix). (c) The contents of the Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, and shall comport with the provisions of this Agreement, but the Company shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. Under no circumstances shall Parent or Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration SpreadsheetSpreadsheet and the parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under ARTICLE IV. (d) Nothing contained in this Section 3.5 or in the Consideration Spreadsheet shall be construed or deemed to: (i) modify the Company’s obligations pursuant to Section 6.1(a)(xviii) to obtain Parent’s prior consent to the issuance of any securities; or (ii) alter or amend the definitions of the Closing Merger Consideration Shares or the Indemnification Escrow Shares.

Consideration Spreadsheet. At least three (3) Business Days prior to (a) Concurrently with the execution and delivery Closing Date or (b) any distribution of this Agreementthe Final Closing Adjustment, distribution from the Securityholders’ Representative Expense Fund, distribution of any amount from the Escrow Fund, or payment of a Milestone Payment following the Closing, the Company has prepared and delivered (with respect to payments made on the Closing Date) or the Securityholders’ Representative (with respect to payments made following the Closing of the Final Closing Adjustment or any amount from the Securityholders’ Representative Expense Fund) shall deliver to Buyer a the consideration spreadsheet (the “Consideration Spreadsheet), which is attached hereto as Schedule 1.1 and sets forth, as ”) completed to include all of the following information: (a) with respect to payments made on the Closing Date, (i) (A) the following:calculation of the Aggregate Merger Consideration as determined in accordance with Section 3.5(a); (B) the Per Share Merger Consideration; and (C) the Fully Diluted Shares; (ii) the aggregate payment to each holder of Indebtedness that delivered a payoff letter in accordance with Section 3.3; and (iii) the aggregate payment to each recipient of an Unpaid Transaction Expense, in accordance with Section 3.4; (b) with respect to distributions following the Closing of the Final Closing Adjustment, any amount from the Securityholders’ Representative Expense Fund, any amount from the Escrow Fund or any payment of the Milestone Payment in accordance with this Agreement, the total amount of such distribution; (c) with respect to payments made on or after the Closing Date, for each holder of Common Shares: (i) the names name and addresses address of all Company Shareholders record (and the number email address, if available) of shares of Company Preferred Stock and Company Common Stock held by such Persons; Shareholder; (ii) the names, and addresses to the extent reasonably available of all Optionholders, together with the number of shares Common Shares of Company Common Stock subject to Options each class and series held by such OptionholdersShareholder (on a certificate-by-certificate basis and including certificate numbers, the grant date, exercise price and vesting schedule for such Options; or electronic equivalent); (iii) the namesconsideration that such Shareholder is entitled to receive pursuant to Section 3.1(b), and addresses as applicable, before deduction of amounts to be contributed to the extent reasonably available of all Warrantholders, together with the number of shares of Company Common Stock subject to Warrants held by such Warrantholders Securityholders’ Representative Expense Fund and the exercise price for such Warrants; Escrow Fund, rounded to two decimal places; (iv) detailed calculations of the Consideration; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the cash amount to be contributed to the Escrow Funds and Securityholders’ Representative Expense Fund by each such Shareholder, rounded to two decimal places, (v) the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the cash amount to be contributed to each of the Adjustment Funds Escrow Fund and the shares Indemnity Escrow Fund by each such Shareholder, rounded to two decimal places, (vi) such Shareholder’s Pro Rata Share; (vii) the net cash amount to be paid to such Shareholder at Closing in accordance with Section 3.1(b) upon such Shareholder’s delivery of Buyer a Letter of Transmittal; and (viii) the portion of the Final Closing Adjustment, the amount of the Securityholders’ Representative Expense Fund, the amount from the Escrow Fund. the amount from the “Initial Minimum Balance” (as defined in the Mercalis SOW) or the payment of the Milestone Payment payable to such holder of Common Stock Shares, as and when required to be paid in accordance with this Agreement; (d) with respect to payments made on or after the Closing Date, for each holder of a Company RSU: (i) the name and address of record (and email address, if available) of such Company RSU holder; (ii) the aggregate number of Common Shares subject to each such Company RSU immediately prior to the Effective Time (on an award-by-award basis); (iii) the net cash amount to be paid to such Company RSU holder at Closing in accordance with Section 3.2, net of applicable withholding taxes; (v) the cash amount to be contributed to each of the Adjustment Shares.Escrow Fund and the Indemnity Escrow Fund by each such holder of Company RSUs, rounded to two decimal places, (vi) such Company RSU holder’s Pro Rata Share; (vii) the net cash amount to be paid to such Company RSU Holder at Closing in accordance with Section 3.2(a); and (viii) the portion of the Final Closing Adjustment, the amount of the Securityholders’ Representative Expense Fund, the amount from the Escrow Fund, the amount from the “Initial Minimum Balance” (as defined in the Mercalis SOW) or the payment of the Milestone Payment payable to such holder of Company RSUs, as and when required to be paid in accordance with this Agreement; and (be) The Parties agree that Buyer with respect to payments made on or after the Closing Date, for each holder of a Company Warrant: the name and Merger Sub address of record (and email address, if available) of such Company Warrant holder. For the avoidance of doubt, B▇▇▇▇ shall be entitled to rely conclusively on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for each such Consideration Spreadsheet as the calculations or final determination of the determinations regarding such calculations in the Consideration Spreadsheetapplicable amount owed to each Securityholder.