Common use of Consideration Spreadsheet Clause in Contracts

Consideration Spreadsheet. The Company shall have delivered to Buyer 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, dated as of the Closing Date, certifying on behalf of the Company, and not in any personal capacity, that the Consideration Spreadsheet is true and correct: (i) the name, the mailing address and the 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 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 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 Person at the Closing; (vii) the amount of Per Option Share Closing Consideration distributable to each Optionholder pursuant to this Agreement in exchange for the Company Options held by such Person at the Closing; (viii) the amount (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, which amounts shall comprise Company Transaction Expenses to be deducted prior to the determination of the payments to the Securityholders in respect of such Milestone Payment; (x) whether each Stockholder, Optionholder and Option Promisee will be paid by the Paying Agent or through the Company’s payroll in respect of the applicable securities of the Company held by such holder.

Consideration Spreadsheet. The Concurrently with the execution and delivery of this Agreement, the Company shall have delivered deliver to Buyer the consideration Acquirer a spreadsheet (the “Estimated Consideration Spreadsheet”) completed to include ), together with reasonable supporting documentation as requested by the Acquirer, certified by the Chief Executive Officer of the Company, setting forth all of the following information (in addition to the other required data and a certificate executed by the chief executive officer of the Companyinformation specified therein) in reasonable detail, dated as of the Closing Date, certifying on behalf Date and immediately prior to the Effective Time: for each of the Company, and not in any personal capacity, that the Consideration Spreadsheet is true and correct: (i) the nameConverting Holders, the mailing address number and the email address in the books and records of the Company, if available, of each Securityholder or Option Promisee; (ii) the number, class and series kind of shares of Company Capital Stock held by, or subject to the Company Options held byby such Converting Holder, or the number of Company Shares underlying each Company Option or Company Warrant held by such Person and, Company Securityholders (and in the case of outstanding shares, the respective certificate numbers representing of such shares or a statement that such shares are not represented by certificates; (iii) shares), the exercise price per share of in effect for each Company Option; Option or Company Warrant, as applicable, the Merger Consideration (iv) including the Per Share Merger Consideration breakdown and a separation between the Aggregate Stock Consideration and Aggregate Cash Consideration), the Excess Holdback Amount, Estimated Closing Cash, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, the Fully Diluted Company Capital Stock, Indemnity Escrow Amount, the Adjustment Escrow Amount, the Expense Fund Amount, the Indemnity Pro Rata Share, Adjustment Escrow Pro Rata Share and the Pro Rata Share, whether or not such Converting Holder is a Non-Accredited Company Stockholder, with respect to each Holdback Participant its applicable Holdback Amount (separated between the Aggregate Stock Consideration and Aggregate Cash Consideration), with respect to each Company Securityholder its applicable Adjustment Escrow Per Share Amount, Indemnity Escrow Per Share Amount and Expense Fund Per Share Amount (in each case, if applicable), and the calculation of the Net Closing Merger ConsiderationCash Consideration Percentage and the Stock Consideration Percentage. The Estimated Consideration Spreadsheet shall also set forth, for any shares of Company Capital Stock acquired upon the exercise of a Company Option that was an “incentive stock option” within the meaning of Section 422 of the Code, whether the disposition of such Company Capital Stock in accordance with this Agreement constitutes a disqualifying disposition (within the meaning of Section 421(b) of the Code) resulting in a Tax reporting obligation with respect thereto. The Estimated Consideration Spreadsheet shall also set forth, for each Company Option, whether the Company is required to withhold employment Taxes with respect to the proceeds in respect of such Company Option under this Agreement. At least five (5) Business Days prior to Closing, the Per Share Common Closing AmountCompany shall deliver to the Acquirer the final Consideration Spreadsheet including the same information as the Estimated Consideration Spreadsheet and certified by the Chief Executive Officer of the Company (the “Consideration Spreadsheet”); provided however that the calculation of the Cash Consideration Percentage and the Stock Consideration Percentage shall not be revised or updated, and the calculation of such percentages in the Estimated Consideration Spreadsheet shall be final and binding. The information contained in the Consideration Spreadsheet is and shall be solely the responsibility of the Company; and the Acquirer and Merger Sub shall be entitled to rely exclusively on the allocation and calculations contained in the Consideration Spreadsheet in making payments under ‎Article 1 and Acquirer and Merger Sub shall not be responsible or liable in any way for verifying the information, calculations or the determinations regarding such calculations in such Consideration Spreadsheet. At the written request of the Acquirer, after the delivery of the Estimated Consideration Spreadsheet and the Consideration Spreadsheet, the Per Share Series A Closing Amount; (v) the Fully Diluted Shares Outstanding; (vi) the amount of the Per Share Common Merger Consideration Company shall make its Representatives available to discuss and 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 Person at the Closing; (vii) the amount of Per Option Share Closing Consideration distributable to each Optionholder pursuant to this Agreement in exchange for the Company Options held by such Person at the Closing; (viii) the amount (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, which amounts shall comprise Company Transaction Expenses to be deducted prior answer questions with respect to the determination of the payments amounts set forth in the Estimated Consideration Spreadsheet and the Consideration Spreadsheet, and the Company shall consider in good faith any comments or revisions the Acquirer may have to the Securityholders in respect of such Milestone Payment; (x) whether each Stockholder, Optionholder Estimated Consideration Spreadsheet and Option Promisee will be paid by the Paying Agent or through the Company’s payroll in respect of the applicable securities of the Company held by such holderConsideration Spreadsheet.

Consideration Spreadsheet. The Company (a) At least five Business Days prior to the Closing Date, Seller shall have delivered prepare and deliver to Buyer the consideration a spreadsheet (the “Consideration Spreadsheet”) completed to include all ), certified by an Officer of the following information and a certificate executed by the chief executive officer of the CompanySeller, dated which sets forth, as of immediately prior to the Closing DateClosing, certifying on behalf of the Company, and not in any personal capacity, that the Consideration Spreadsheet is true and correct: following: (i) the namenames and addresses (including email addresses), the mailing address and the email address in the books and records of the Company, if available, wire instructions of each Securityholder or Option Promisee; Seller Stockholder; (ii) calculations of the number, class and series of shares of Capital Stock held by, or subject to the Company Options held by, such Person and, in the case of outstanding sharesClosing Transaction Consideration, the respective certificate numbers representing such shares or a statement that such shares are not represented by certificates; (iii) Closing Share Number, the exercise price per share of each Company Option; (iv) the calculation of the Net Closing Merger ConsiderationFully Diluted Share Number, the Per Share Common Closing Amount, the Per Share Series A Escrow Amount and the Per Share Stockholder Rep Amount; (iii) the Pro Rata Share of each Seller Stockholder (as a percentage interest), with separate identification of the Closing Transaction Consideration in dollar terms of to be received by each Seller Stockholder; (iv) the aggregate amount in dollar terms to be contributed by each Seller Stockholder to each of the Adjustment Escrow Amount and the Indemnity Escrow Amount; ; (v) the Fully Diluted Shares Outstanding; aggregate amount in dollar terms to be contributed by each Seller Stockholder to the Seller Stockholder Representative Expense Fund; (vi) the amount names and addresses (including email addresses) of all Seller Optionholders, whether each Seller Optionholder is a current or former employee or an independent contractor, the Per Share Common Merger Consideration and 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 number of Seller Options held by such Person at Persons, the Closing; number of vested and unvested Seller Options held by such Persons, and the Closing Seller Option Consideration payable to each such Seller Optionholder as well as any applicable Tax withholding and the employer portion of any Taxes payable with respect thereto and, with respect to each Seller Optionholder; (vii) the amount names and addresses (including email addresses) of Per Option Share Closing Consideration distributable to all Seller SARs Holders, whether each Optionholder pursuant to this Agreement in exchange for Seller SARs Holder is a current or former employee or an independent contractor, the Company Options number of Seller SARs held by such Person at Persons, the Closing; number of vested and unvested Seller SARs held by such Persons, and the Closing Seller SARs Consideration payable to each such Seller SARs Holder as well as any applicable Tax withholding and the employer portion of any Taxes payable with respect thereto and with respect to each Seller SARs Holder; (viii) the amount names and addresses (expressed as a dollar amountincluding email addresses) distributable of all Seller Warrant Holders, the number of shares of Seller Common Stock subject to Seller Warrants held by such Persons and the Closing Seller Warrant Consideration payable to each Option Promisee at such Seller Warrant Holder as well as any applicable Tax withholding and the Closingemployer portion of any Taxes payable with respect thereto and with respect to each Seller Warrant Holder; and (ix) the pro rata share names and addresses, invoices, and wire instructions of each Milestone Payment distributable any recipients of payments by or on behalf of Buyer pursuant to each Option PromiseeSection ‎2.5(b). US-DOCS\131312541.20 (b) The Parties agree that Buyer is and shall be entitled to rely on the Consideration Spreadsheet in making payments under ‎Article II (including as it may be adjusted pursuant to Section 2.9), which amounts and that Buyer is and shall comprise Company Transaction Expenses to not be deducted prior to responsible for the calculations or the determination of the payments to the Securityholders in respect amounts payable as a result of such Milestone Payment; (x) whether each Stockholder, Optionholder and Option Promisee will be paid by calculations in such Consideration Spreadsheet or liable to any Person for the Paying Agent or through the Company’s payroll accuracy of any payments made to such holders in respect of the applicable securities of the Company held by such holderaccordance therewith.

Consideration Spreadsheet. (a) The Company shall have prepare and deliver to Parent a Stockholder payment spreadsheet (the “Payment Spreadsheet”), which shall be certified in writing as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of the Company, setting forth the following information: (i) with respect to each Effective Time Stockholder receiving Merger Consideration: (A) the number of shares of Company Capital Stock of each class and series to be held by such Effective Time Stockholder as of immediately prior to the Effective Time (on a certificate-by-certificate basis and including certificate numbers); (B) the portion of the Merger Consideration payable to such Effective Time Stockholder after the deduction of all items described herein in respect of all of the shares of Company Capital Stock held by such Effective Time Stockholder as of immediately prior to the Effective Time (on a certificate-by-certificate basis); which shall include (1) the amount of Initial Cash Payment to be received by such Effective Time Stockholder and (2) with respect to the Final Cash Payment, the pro rata distribution allocation to be received by such Effective Time Stockholder upon the final determination of the aggregate amount of such Merger Consideration. (C) the aggregate Liquidation Preference with respect to each series of Company Capital Stock held by such Effective Time Stockholder; (D) the Pro Rata Percentage of such Effective Time Stockholder; and (E) the address of such Effective Time Stockholder where all Merger Consideration payable to such Effective Time Stockholder pursuant to this Agreement shall be mailed by Representative and, if known by the Company, wire transfer information for each such Effective Time Stockholder. (ii) with respect to each Change in Control Payment Recipient: (A) the aggregate Change in Control Payment payable to such Change in Control Payment Recipient out of the Initial Cash Payment; and (B) other than with respect to Change in Control Payments to be processed through payroll, the address of such Change in Control Payment Recipient where all Change in Control Payments payable to such Change in Control Payments pursuant to this Agreement shall be mailed and, if known by the Company, wire transfer information for each such Change in Control Payment Recipient. (b) The Company has prepared and delivered to Buyer the consideration Parent a flow of funds spreadsheet (the “Flow of Funds Spreadsheet” which together with the Payment Spreadsheet, shall constitute the “Consideration Spreadsheet”) completed to include all which reflects (consistent with the information set forth in the Preliminary Closing Financial Statements, the other portions of the Consideration Spreadsheet, the Payoff Letters and any other Contracts applicable to the following information and a certificate executed by the chief executive officer of the Company, dated as of the Closing Date, certifying on behalf of the Company, and not in any personal capacity, that the Consideration Spreadsheet is true and correct: payments): (i) the nameamounts payable to third parties (including each such third party’s wire instructions) for the full payment of the Transaction Expenses, including without limitation, the mailing address Change in Control Payments that remain outstanding at the Effective Time, and the email address in the books and records of the Company, if available, of each Securityholder or Option Promisee; (ii) such other information as Parent reasonably requests. (c) The Company acknowledges and agrees that Representative and its agents shall be entitled to rely on the number, class Consideration Spreadsheet for purposes of making any payments hereunder. (d) The Company shall prepare in good faith and series of shares of Capital Stock held by, or subject shall have delivered an estimated Consideration Spreadsheet to the Company 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; Parent at least three (iii3) 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 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 Person at the Closing; (vii) the amount of Per Option Share Closing Consideration distributable to each Optionholder pursuant to this Agreement in exchange for the Company Options held by such Person at the Closing; (viii) the amount (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, which amounts shall comprise Company Transaction Expenses to be deducted business days prior to the determination of the payments to the Securityholders in respect of such Milestone Payment; (x) whether each Stockholder, Optionholder and Option Promisee will be paid by the Paying Agent or through the Company’s payroll in respect of the applicable securities of the Company held by such holderClosing Date.

Consideration Spreadsheet. (a) The Company shall have has prepared and delivered to Buyer the consideration Parent a spreadsheet (the “Consideration Spreadsheet”) completed to include all ), certified by the Chief Financial Officer of the following information and a certificate executed by the chief executive officer of the CompanyCompany (solely in his capacity as such), dated which sets forth, as of the Closing Date, certifying on behalf of the Company, and not in any personal capacity, that the Consideration Spreadsheet is true and correct: following: (i) the name, the mailing name and last known address of all Stockholders and the 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 by each Stockholder; (ii) detailed calculations of the Company 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; Closing Merger Consideration and Closing Per Share Merger Consideration; (iii) the exercise price per share each Stockholder’s Pro Rata Share (as a percentage interest), if any, of each Company Option; (ivA) the calculation of the Net Closing Merger Consideration, (B) any Post-Closing Adjustment, (C) any returned Indemnification Escrow Funds, (D) any returned Integration Cost Escrow Funds and (E) any returned Seller Representative Expense Funds. (b) The parties agree that Parent, Distribution Agent and Merger Sub shall be entitled to rely on the Per Share Common Consideration Spreadsheet in making payments under Article II and Parent, Distribution Agent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet. The parties acknowledge and agree that the Closing AmountMerger Consideration, the Per Share Series A Closing Amount; (v) the Fully Diluted Shares Outstanding; (vi) the amount of the Per Share Common Merger Consideration and the Per Share Series A Merger Consideration (expressed as a dollar amount) distributable adjusted from time to each Stockholder time pursuant to this Agreement and giving effect to amounts released to the Priority Preferred Stockholders from the Escrow Funds are intended to be allocated among the Priority Preferred Stockholders consistent with the Company Charter Documents and the DGCL, and the Stockholder Representative is hereby authorized to update and deliver to Parent, the Distribution Agent, the Escrow Agent and any other applicable Persons the Consideration Spreadsheet from time to time to effectuate the foregoing, as necessary in exchange the Stockholder Representative’s good faith judgment to provide for an allocation consistent with the foregoing; provided, that, Parent, the Distribution Agent and the Surviving Corporation shall be entitled to rely on the updated Consideration Spreadsheet in making payments under Article II and Parent, the Distribution Agent and the Surviving Corporation shall not be responsible for the Capital Stock held by calculations or the determinations regarding such Person at the Closing; (vii) the amount of Per Option Share Closing calculations in any updated Consideration distributable to each Optionholder pursuant to this Agreement in exchange for the Company Options held by such Person at the Closing; (viii) the amount (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, which amounts shall comprise Company Transaction Expenses to be deducted prior to the determination of the payments to the Securityholders in respect of such Milestone Payment; (x) whether each Stockholder, Optionholder and Option Promisee will be paid by the Paying Agent or through the Company’s payroll in respect of the applicable securities of the Company held by such holderSpreadsheet.

Consideration Spreadsheet. The (a) At least three (3) Business Days before the Closing and concurrently with the delivery of the Estimated Closing Working Capital Statement, the Company shall have delivered prepare and deliver to Buyer the consideration Parent a spreadsheet (the “Consideration Spreadsheet”) completed to include all of the following information and a certificate executed ), certified by the chief executive officer or chief financial officer of the Company, dated which shall set forth, as of the Closing DateDate and immediately prior to the Effective Time, certifying on behalf of the Company, and not in any personal capacity, that the Consideration Spreadsheet is true and correct: following: (i) the namename (and, to the extent reasonably available, the mailing last known address and the email address in the books and records of the Companyand, if availableknown, email address) of each Securityholder or Option Promisee; Company Stakeholder and, for each Company Securityholder, (iiA) the number, class and series of shares Company Capital Stock, (B) the number of Capital Stock held byoutstanding Company Options, or subject to and the associated exercise price, and/or (C) the number of outstanding Company Options held byWarrants, such Person andand the associated exercise price, in the case of outstanding shareseach case, the respective certificate numbers representing as applicable to such shares or a statement that such shares are not represented by certificates; Company Securityholder; (iiiii) the exercise price per share of each Company Option; (iv) the calculation calculations of the Net Closing Merger Consideration, in reasonable detail; (iii) calculations of the Per Share Common aggregate amount of all Closing AmountNet Option Payments and all Closing Net Warrant Payments, in reasonable detail; (iv) calculations of the Per Share Series A aggregate amount of Change of Control Payments, in reasonable detail (with the understanding that Parent will inform the Company at least five (5) Business Days prior to the Closing Amount; as to which Employees that are entitled to severance under a written agreement between such Employee and the Company will be terminated as of the Closing, and such severance payment will constitute a Change of Control Payment); (v) each Company Stakeholders’ applicable portion of the Fully Diluted Shares Outstanding; Closing Merger Consideration; (vi) the amount each Company Stakeholders’ applicable portion (on an estimated basis) of the Per Share Common Merger Consideration any Earn-out Payment, Escrow Release Amount, and 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 Person at the ClosingExpense Fund Distribution Amount; and (vii) the amount of Per Option Share Closing Consideration distributable to each Optionholder pursuant to this Agreement in exchange for the Company Options held by such Person at the Closing; Employer Tax Amount. (viiib) the amount (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 PromiseeThe parties agree that Parent, which amounts shall comprise Company Transaction Expenses to be deducted prior to the determination of the payments to the Securityholders in respect of such Milestone Payment; (x) whether each StockholderMerger Sub, Optionholder and Option Promisee will be paid by the Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article I, and Parent, Merger Sub, and the Paying Agent shall not be responsible for the calculations or through the Company’s payroll determinations regarding such calculations in respect of the applicable securities of the Company held by such holderConsideration Spreadsheet.

Consideration Spreadsheet. The Company shall have delivered prepare and deliver to Buyer Parent, no less than six (6) calendar days prior to the consideration Closing, a spreadsheet (the “Consideration Spreadsheet”) completed in the form agreed to include all of the following information and a certificate executed by the chief executive officer of the CompanyCompany and Parent, which spreadsheet shall be dated as of the Closing Date, certifying on behalf Date and shall set forth all of the Companyfollowing information, and not in any personal capacity, that as of the Consideration Spreadsheet is true and correctClosing Date: (ia) the name, names of all the mailing address Company Holders and the email address their respective addresses and taxpayer identification numbers as reflected in the books and records of the Company, if available, of each Securityholder or Option Promisee; (iib) the number, class number and series kind of shares of Capital Company Common Stock held by, or subject to the Company 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 certificatesPersons; (iiic) the exercise price per share of each Company Option; (ivd) the Fully-Diluted Number, (e) the calculation of the Net Adjustment Amount, Company Cash, Company Debt (including an itemized list of each item of Company Debt indicating the Person to whom such expense is owed), as part of the Closing Merger ConsiderationDebt Certificate, the Estimated Merger Consideration and the Common Stock Per Share Common Closing Amount, the Per Share Series A Closing Amount; (v) the Fully Diluted Shares Outstanding; (vif) the amount of Specified Transaction Expenses (including an itemized list of each such Specified Transactional Expense indicating the Per Share Common Merger Consideration general nature of such expense (i.e., legal, accounting, etc.) and the Per Share Series A Merger Consideration Person to whom such expense is owed), as part of the Closing Expense Certificate; (expressed as a dollar amountg) distributable the amount of cash issuable to each Stockholder pursuant to this Agreement Company Holder in exchange for the Capital Company Common Stock held by such Person at the ClosingPersons; (viih) the amount of Per Option Share Closing Consideration distributable cash issuable to each Optionholder pursuant to this Agreement holder of a Company Option in exchange for the Company Options held by such Person at the Closing; Persons (viii) including the amount (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, which amounts shall comprise Company Transaction Expenses cash required to be deducted prior to and withheld from such Persons for Taxes and the determination amount of Tax payable by the Company in connection with such Company Option, including any fringe benefit Tax); and (i) the Significant Shareholder Percentage Interest of the Escrow Fund applicable to each Significant Shareholder. Unless otherwise provided herein, all payments from Parent to or for the Securityholders benefit of the Former Shareholders shall be made in respect cash by wire transfer of immediately available funds to such Milestone Payment; (xbank account(s) whether each Stockholder, Optionholder and Option Promisee will as shall be paid designated in writing by the Paying Former Shareholders or the Shareholders’ Agent in accordance with each Former Shareholder’s Percentage Interest, and all payments from Parent to or through for the Company’s payroll in respect benefit of the applicable securities holders of Company Option shall be made in cash by wire transfer of immediately available funds to such bank account(s) as shall be designated in writing by the holders of Company held by such holderOptions or the Shareholders’ Agent.

Consideration Spreadsheet. (a) The Company has prepared and delivered to Parent a Shareholder payment spreadsheet in substantially the form attached hereto as Exhibit H (the “Payment Spreadsheet”), which shall be certified in writing as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of the Company, setting forth the following information: (i) with respect to each Effective Time Shareholder receiving Merger Consideration: (A) the number of shares of Company Capital Stock of each class and series to be held by such Effective Time Shareholder as of immediately prior to the Effective Time (on a certificate-by-certificate basis and including certificate numbers), the date of acquisition of such shares and, for shares acquired on or after January 1, 2011, the tax basis of such shares; (B) the aggregate pro rata portion of the Merger Consideration payable to such Effective Time Shareholder after the deduction of the Transaction Expenses, including, without limitation the Change in Control Payments, in respect of all of the shares of Company Capital Stock held by such Effective Time Shareholder as of immediately prior to the Effective Time (on a certificate-by-certificate basis); which shall include (1) with respect to the Initial Merger Consideration, the amount of Initial Cash Consideration and Stock Consideration to be received by such Effective Time Share Holder and (2) with respect to the Final Cash Payment and the Deferred Payments, if any, the pro rata distribution allocation to be received by such Effective Time Shareholder upon the final determination of the aggregate amount of such Merger Consideration. (C) the total amount of Taxes required under applicable Laws to be withheld from the portion of the Merger Consideration that such Effective Time Shareholder is entitled to receive pursuant to Section 2.1(b), if any; (D) the Pro Rata Portion of such Effective Time Shareholder; and (E) the address of such Effective Time Shareholder where all Merger Consideration payable to such Effective Time Shareholder pursuant to this Agreement shall be mailed and, if known by the Company, wire transfer information for each such Effective Time Shareholder. (ii) with respect to each Change in Control Payment Recipient receiving cash and/or Parent Common Stock: (A) the aggregate Change in Control Payment, including the amounts of cash and/or Parent Common Stock, payable to such Change in Control Payment Recipient out of the Initial Merger Consideration; (B) the pro rata distribution allocation to be paid to such Change in Control Payment Recipient to be received by such Change in Control Payment Recipient upon the final determination of the aggregate amount of the Final Cash Payment or the Deferred Payments, if any, as applicable; (C) the total amount of Taxes required under applicable Laws to be withheld from the portion of the Change in Control Payment that such Change in Control Payment Recipient is entitled to receive pursuant to Section 2.1(b), if any; (D) the Pro Rata Portion of such Change in Control Payment; and (E) the address of such Change in Control Payment Recipient where all Change in Control Payments payable to such Change in Control Payments pursuant to this Agreement shall be mailed and, if known by the Company, wire transfer information for each such Change in Control Payment Recipient. (b) The Company shall have delivered prepare and deliver to Buyer the consideration Parent a flow of funds spreadsheet (the “Flow of Funds Spreadsheet” which together with the Payment Spreadsheet, shall constitute the “Consideration Spreadsheet”) completed to include all which reflects (consistent with the other portions of the Consideration Spreadsheet, the Payoff Letters and any other Contracts applicable to the following information and a certificate executed by the chief executive officer of the Company, dated as of the Closing Date, certifying on behalf of the Company, and not in any personal capacity, that the Consideration Spreadsheet is true and correct: payments): (i) the nameamounts payable to third parties (including each such third party’s wire instructions) for the full payment of the Transaction Expenses, including without limitation, the mailing address Change in Control Payments that remain outstanding at the Effective Time, and the email address in the books and records of the Company, if available, of each Securityholder or Option Promisee; (ii) such other information as Parent reasonably requests. (c) The Company acknowledges and agrees that Parent and its agents shall be entitled to rely on the number, class and series Consideration Spreadsheet for purposes of shares of Capital Stock held by, or subject to the Company 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 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 Person at the Closing; (vii) the amount of Per Option Share Closing Consideration distributable to each Optionholder pursuant to this Agreement in exchange for the Company Options held by such Person at the Closing; (viii) the amount (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, which amounts shall comprise Company Transaction Expenses to be deducted prior to the determination of the making any payments to the Securityholders in respect of such Milestone Payment; (x) whether each Stockholder, Optionholder and Option Promisee will be paid by the Paying Agent or through the Company’s payroll in respect of the applicable securities of the Company held by such holderhereunder.

Consideration Spreadsheet. The (a) Before the Closing, the Company shall have delivered prepare and deliver to Buyer the consideration Parent a spreadsheet (the “Consideration Spreadsheet”) completed to include all of the following information and a certificate executed by the chief executive officer of the Company), dated which shall set forth, as of immediately prior to the Closing DateEffective Time, certifying on behalf of the Company, and not in any personal capacity, that the Consideration Spreadsheet is true and correct: following: (i) the namenames and addresses of all Company Unitholders and that portion of the Acquisition Shares, the mailing address Parent Common Stock and the email address Parent Warrants to be delivered (A) to each Company Unitholder following the Closing in accordance with Section 1.10(b) or (B) to the books and records Escrow Agent on behalf of any Company Unitholder at the Company, if available, of each Securityholder or Option Promisee; 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 numberavoidance of doubt, class and series shall be measured in accordance with such Company Unitholder’s actual receipt of shares of Capital Stock held by, or subject Merger Consideration in proportion to the aggregate Merger Consideration), and (B) pro rata share of the Indemnity Escrow Fund and the Consent Escrow Fund (which shall be calculated in accordance with the Company’s Operating Agreement) (the applicable pro rata share pursuant to clause (A) or (B) is referred to herein as a Company Options held by, such Person Unitholder’s “Pro Rata Share”); 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 to be set aside as a reserve to pay fees, costs and expenses that the Unitholders’ Representative may incur pursuant to Article VIII. (b) The Parties, including the Company Unitholders signatory to a Joinder Agreement, acknowledge and agree that Parent and Merger Sub shall be entitled to rely on the Consideration Spreadsheet for making payments of the Merger Consideration and the Per Share Series A Indemnity Escrow Amount, if any. In addition, Parent and Merger Consideration (expressed as a dollar amount) distributable to each Stockholder pursuant to this Agreement in exchange Sub shall not be responsible for the Capital Stock held by such Person at calculations or the Closing; determinations regarding 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. (viic) In connection with the amount delivery of Per Option Share Closing the Consideration distributable to each Optionholder pursuant to this Agreement in exchange for Spreadsheet, the Company Options held by such Person at will deliver an updated Cap Table to Parent, updated to reflect the Closing; (viii) the amount (expressed outstanding membership interests 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, which amounts shall comprise Company Transaction Expenses to be deducted immediately prior to the determination of Effective Time (the payments to the Securityholders in respect of such Milestone Payment; (x) whether each Stockholder, Optionholder and Option Promisee will be paid by the Paying Agent or through the Company’s payroll in respect of the applicable securities of the Company held by such holder“Updated Cap Table”).

Consideration Spreadsheet. The Company shall have delivered Consideration Spreadsheet attached hereto sets forth the name of each Seller, the amount of cash such Seller is entitled to Buyer receive at the consideration spreadsheet Closing pursuant to this Section 1.6, the Purchased Subsidiary Membership Interests Purchase Price (and the “Consideration Spreadsheet”methodology of determining such amount) completed and the portion thereof each holder of vested Purchased Subsidiary Membership Interests is entitled to include all receive at the Closing pursuant to this Section 1.6, the Installment Payment Retention Amount (and the methodology of determining such amount) and the following information portion thereof each holder of unvested Purchased Subsidiary Membership Interests is entitled to receive under their respective Installment Payment Retention Agreement (subject to forfeiture in accordance with the terms thereof), each based on the assumptions set forth therein, and a certificate executed by sets forth the chief executive officer recipients and amounts of the Company, dated any Closing Payments and Assumed Obligations as of the Closing Datedate hereof. No later than two (2) and no earlier than four (4) Business Days prior to the Closing, certifying on behalf the Company shall deliver to the Buyer (i) an updated Consideration Spreadsheet setting forth the final calculations of the Companyamounts due at the Closing to each Seller pursuant to this Section 1.6 and the Purchased Subsidiary Membership Interests Purchase Price and Installment Payment Retention Amount and the recipients thereof pursuant to the ▇▇▇▇▇ Education Transfer Agreement and the Installment Payment Retention Agreement, and not in (ii) the recipients and amounts of any personal capacity, Closing Payments and Assumed Obligations to be paid by the Buyer. Each of the parties hereto acknowledges and agrees that the Consideration Spreadsheet is true attached hereto sets forth the methodology for allocating the Purchase Price but contains only estimates of the amounts actually payable at Closing. Without limiting the generality of the foregoing, each of the parties hereto acknowledges and correct: agrees that the portion of the Purchase Price that will be payable to the Sellers of the Holding Companies will be the portion of the Purchase Price otherwise allocable to the Non-Purchased Company Membership Interests; provided, that (iA) the name, Estimated SP Holdings CODI Liability shall reduce the mailing address and the email address in the books and records portion of the CompanyPurchase Price payable to the Seller of the Stock of SP Holdings (and not any portion of the Purchase Price payable to any other Seller), if available, of each Securityholder or Option Promisee; and (iiB) the number, class and series Estimated SD Holdings CODI Liability shall reduce the portion of shares of Capital Stock held by, or subject the Purchase Price payable to the Company 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 Seller of the Net Closing Merger Consideration, the Per Share Common Closing Amount, the Per Share Series A Closing Amount; Stock of SD Holdings (v) the Fully Diluted Shares Outstanding; (vi) the amount and not any portion of the Per Share Common Merger Consideration and the Per Share Series A Merger Consideration (expressed as a dollar amount) distributable Purchase Price payable to each Stockholder pursuant to this Agreement in exchange for the Capital Stock held by such Person at the Closing; (vii) the amount of Per Option Share Closing Consideration distributable to each Optionholder pursuant to this Agreement in exchange for the Company Options held by such Person at the Closing; (viii) the amount (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, which amounts shall comprise Company Transaction Expenses to be deducted prior to the determination of the payments to the Securityholders in respect of such Milestone Payment; (x) whether each Stockholder, Optionholder and Option Promisee will be paid by the Paying Agent or through the Company’s payroll in respect of the applicable securities of the Company held by such holderany other Seller).

Consideration Spreadsheet. The Company (i) No later than three Business Days prior to the Closing Date Socrata shall have delivered deliver to Buyer the consideration Tyler a spreadsheet (referred to herein as the “Consideration Spreadsheet”) completed to include all setting forth the following: (A) the Estimated Closing Company Cash as set forth on the Estimated Closing Balance Sheet; (B) the Estimated Closing Working Capital as set on the Estimated Closing Balance Sheet; (C) the amount of Closing Company Debt and the holders thereof; (D) the amount of Transaction Expenses and the payees thereof; (E) a calculation by Socrata of the following information and a certificate executed Total Merger Consideration; (F) the allocation by the chief executive officer Socrata of the CompanyTotal Merger Consideration, dated as in accordance with Sections 3.1(b) and 3.1(c), among the Stockholders, Participating Warrantholders, and the Participating Optionholders; (G) the allocation of the Working Capital Holdback among Non-Series C Stockholders, the Participating Warrantholders, and the Participating Optionholders; (H) the allocation of the Stockholders’ Representative Expense Holdback among Non-Series C Stockholders, the Participating Warrantholders, and the Participating Optionholders; (I) the allocation of the Closing Merger Consideration among the Stockholders, the Participating Warrantholders, and the Participating Optionholders; and (J) the Pro Rata Shares of the Non-Series C Stockholders, the Participating Warrantholders, and Participating Optionholders (ii) The Consideration Spreadsheet shall also set forth any required withholding amounts, in accordance with Section 3.4(g), for any Stockholder or Participating Warrantholders. (iii) If, after initial delivery of the Consideration Spreadsheet, there shall be any issuances of shares of Socrata Stock upon the exercise of In-Money Warrants or Vested In-Money Option or any transfers of shares of Socrata Stock, Socrata shall promptly, and in any event prior to the Closing Date, certifying on behalf of the Company, and not in any personal capacity, that the deliver to a Tyler an appropriately updated Consideration Spreadsheet is true and correct: (i) the name, the mailing address and the email address in the books and records of the Company, if available, of each Securityholder that reflects such issuances or Option Promisee; (ii) the number, class and series of shares of Capital Stock held by, or subject to the Company 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 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 Person at the Closing; (vii) the amount of Per Option Share Closing Consideration distributable to each Optionholder pursuant to this Agreement in exchange for the Company Options held by such Person at the Closing; (viii) the amount (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, which amounts shall comprise Company Transaction Expenses to be deducted prior to the determination of the payments to the Securityholders in respect of such Milestone Payment; (x) whether each Stockholder, Optionholder and Option Promisee will be paid by the Paying Agent or through the Company’s payroll in respect of the applicable securities of the Company held by such holdertransfers.

Consideration Spreadsheet. The Company shall have delivered prepare and deliver to Buyer Parent, no less than two Business Days prior to the consideration Closing, a spreadsheet (the “Consideration Spreadsheet”) completed to include setting forth all of the following information and a certificate executed by the chief executive officer of the Companyinformation, dated as of the Closing Date, certifying on behalf of the Company, and not in any personal capacity, that the Consideration Spreadsheet is true and correct: (i) the name, names of all Company Securityholders (and such other information as the mailing address and the email address Paying Agent may reasonably request) as reflected in the books and records of the Company, if available, of each Securityholder or Option Promisee; (ii) the numberCompany Shares, class Cashed-Out Options, and series of shares of Capital Stock Cashed-Out Warrants held by, or subject by such Company Securityholders immediately prior to the Company 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 certificatesClosing; (iii) the exercise price per share amount of Specified Transaction Expenses (including an itemized list of each Company Optionsuch Specified Transaction Expense indicating the general nature of such expense (i.e., legal, accounting, etc.), and the Person to whom such expense is owed) and the wire transfer information of each such Person; (iv) the calculation aggregate amount of Company Debt along with a breakdown by lender, amount of Company Debt and the Net Closing Merger Consideration, the Per Share Common Closing Amount, the Per Share Series A Closing Amountwire transfer information of each lender; (v) the Fully Diluted Shares OutstandingAggregate 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 the Per Share Common Aggregate Merger Consideration payable to each Company Securityholder (subject to the terms and conditions of this 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, Cashed-Out Options Cashed-Out Warrants or the Change of Control Plan Rights held by such Company Securityholder; (vii) the Indemnity Escrow Amount; (viii) the Special Escrow Amount; and (ix) each Company Securityholder’s Pro Rata Portion of the amounts contributed to the Escrow Fund and the Per Share Series A Merger Consideration (expressed as a dollar amount) distributable to each Stockholder Representative Account. Unless otherwise provided herein in Section 1.3(a)(ii), Parent shall make all payments made pursuant to this Agreement in exchange for cash by wire transfer of immediately available funds. For the Capital Stock held avoidance of doubt, the Applicable Per Share Amount and the 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 such Person at allocating the Closing; Aggregate Merger Consideration in accordance with (viii) the amount of Per Option Share Closing Consideration distributable liquidation provisions set forth in the Company Charter, (ii) with respect to each Optionholder pursuant to Cashed-Out Option, the calculation of the Vested Option Payment Amount in accordance with the terms and conditions of this Agreement in exchange for and the Company Options held by such Person at the Closing; respective Option Termination Agreement, (viiiiii) the amount (expressed as a dollar amount) distributable with respect to each Option Promisee at Cashed-Out Warrant, the Closing; (ix) the pro rata share of each Milestone Payment distributable to each Option Promisee, which amounts shall comprise Company Transaction Expenses to be deducted prior to the determination of the payments to the Securityholders in respect of such Milestone Payment; (x) whether each Stockholder, Optionholder and Option Promisee will be paid by the Paying Agent or through the Company’s payroll in respect of the applicable securities calculation of the Company held by such holder.Warrant Payment Amount in accordance with the terms and conditions of this Agreement and the respective Company Warrant Termination Agreement, and

Consideration Spreadsheet. The Company shall have delivered to Buyer the consideration Attached hereto as Schedule 3.1(a) is a spreadsheet (the “Consideration Spreadsheet”) completed to include all of the following information and a certificate executed prepared by the chief executive officer of the CompanyTEI Med setting forth, dated as of the Closing Datedate of this Agreement, certifying on behalf of the Company, and not in any personal capacity, that the Consideration Spreadsheet is true and correct: following: (i) the name, the mailing address names of all holders of Common Shares and the email address in the books and records number of the Company, if available, of each Securityholder or Option Promisee; Common Shares held by such Persons; (ii) the numbernames of all holders of In-Money Options, class and series the number of shares of Capital Stock held by, or Common Shares subject to such In-Money Options and the Company 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; exercise prices therefor; (iii) detailed calculations of the exercise price per share Closing Merger Consideration, Option Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration, including a breakout of Estimated Closing Cash and each Company Option; item set forth in the definition of Closing Merger Consideration; (iv) the calculation Pro Rata Share (as a percentage interest and the interest in dollar terms) of each holder of Common Shares or In-Money Options with respect to the Net Closing Merger Consideration; and (v) for each TEI Med Securityholder entitled to receive any Merger Consideration, the Per Share Common Closing Amount, aggregate payment to such TEI Med Securityholder rounded to the Per Share Series A Closing Amount; (v) nearest two decimal places after combining the Fully Diluted Shares Outstanding; (vi) the amount of the Per Share Common applicable Merger Consideration payable thereto for all Common Shares and 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 Person at the Closing; (vii) the amount of Per Option Share Closing Consideration distributable to each Optionholder pursuant to this Agreement in exchange for the Company In-Money Options held by such Person TEI Med Securityholder. TEI Med shall deliver to Parent at the Closing; least three (viii3) the amount (expressed as Business Days prior to Closing a dollar amountrevised Schedule 3.1(a), updating any estimates included in Schedule 3.1(a) distributable to each Option Promisee at the Closing; (ix) the pro rata share of each Milestone Payment distributable to each Option Promiseeattached hereto, which amounts revised Schedule 3.1(a) shall comprise Company Transaction Expenses be deemed thereafter to be deducted prior the final Consideration Spreadsheet for all purposes under this Agreement; provided that in no event will any such changes increase the aggregate amount of Merger Consideration (except to the determination of the payments to the Securityholders extent resulting from an increase in respect of such Milestone Payment; (x) whether each Stockholder, Optionholder and Option Promisee will be paid by the Paying Agent or through the Company’s payroll in respect of the applicable securities of the Company held by such holderEstimated Closing Cash).

Consideration Spreadsheet. The At least three (3) Business Days prior to the Closing Date, the Company shall have delivered deliver to Buyer Parent a spreadsheet in the consideration spreadsheet form attached hereto as Exhibit D (such form, the “Illustrative Consideration Spreadsheet”) completed to include all reflecting (i) the Initial Amount and the Company’s good faith estimate of the following information Closing Excess Cash Amount (including the Company Fees and a certificate executed 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 chief executive officer Company and Parent can be reached after good faith negotiations by close of business on the Company, dated as of Business Day prior to the Closing Date, certifying the parties shall proceed to Closing on behalf of the Company, Closing Date and not in any personal capacity, that the Consideration Spreadsheet is true and correct: (i) the nameas initially delivered shall be used for purposes of this Section 2.12(j)(i), the mailing address and the 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 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 ConsiderationAggregate Series B Preference Amount, the Per Share Common Closing Series B Preference Amount, the Aggregate Series A Preference Amount, the Per Share Series A Preference Amount, the Closing Amount; (v) the Fully Diluted Shares Outstanding; (vi) the amount of Company Share Number, the Per Share Common Merger Consideration and the Per Share Series A Merger Consideration Shareholders’ Agent Reserve Fund Amount, (expressed as a dollar amountiii) distributable the Aggregate Exercise Amount and the amount payable in connection with the Closing to each Stockholder 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 Parent Common Stock to be issued in connection therewith), (v) each Effective Time Holder’s Proportionate Share and the amount payable in connection with the Closing to each Effective Time Holder, (vi) each Effective Time Holder’s physical and e-mail address, (vii) wire instructions for any amounts to be paid on behalf of the Surviving Corporation pursuant to Section 2.12(i), and (viii) any fees and expenses to be paid from any Milestone Payment or PRV Payment upon direction of the Shareholders’ Agent pursuant to Section 2.12(i) (the spreadsheet described in this sentence, the “Consideration Spreadsheet”). The 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 Agreement in exchange for Article II (and the Capital Stock held Proportionate Shares of the Effective Time Holders specified therein shall be used to allocate payments to be made to or by such Person at the Effective Time Holders after the Closing; (vii) ). For the amount avoidance of Per Option Share Closing doubt, the Consideration distributable to each Optionholder pursuant to this Agreement in exchange for the Company Options held by such Person at the Closing; (viii) the amount (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, which amounts Spreadsheet shall comprise Company Transaction Expenses not include any payments to be deducted prior to made under the determination of the payments to the Securityholders in respect of such Milestone Payment; (x) whether each Stockholder, Optionholder and Option Promisee will be paid by the Paying Agent or through the Company’s payroll in respect of the applicable securities of the Company held by such holderSeries B Additional Purchase Price Agreement.

Consideration Spreadsheet. The Company shall have delivered to Buyer the consideration Attached hereto as Exhibit F is a spreadsheet (the “Consideration Spreadsheet”) completed to include setting forth all of the following information and a certificate executed by the chief executive officer of the Companyinformation, dated estimated as of the Closing Date, certifying on behalf of the Company, and not in any personal capacity, that the Consideration Spreadsheet is true and correct: (ia) correct names of all Company Securityholders and their respective addresses, email addresses and taxpayer identification numbers as and to the name, the mailing address extent available and the email address reflected in the books and records of the Company, if available, of each Securityholder or Option Promisee; (iib) the number, class amount and series of shares of Capital Stock held by, or subject to the Company 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 type of each Company OptionSecurity held by each such Company Securityholder, and the correct certificate numbers with respect to each such Company Security; (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; (vic) the amount of the Per Share Common Merger Closing Cash Consideration and the Per Share Series A Merger Consideration (expressed as a dollar amount) distributable payable to each Stockholder pursuant to this Agreement Company Securityholder in exchange for the Capital Stock held by such Person at connection with the Closing; (viid) the Pro Rata Portion of each Company Securityholder; (e) the manner in which any distribution of the Escrow Amount will be distributed among the Company Securityholders if not in accordance with the Pro Rata Portion, and the manner in which each such distribution will be calculated; (f) the amount of Per Option Share Closing Consideration distributable Specified Transaction Expenses (including an itemized list of each such Specified Transaction Expense indicating the general nature of such expense (e.g., legal, accounting, etc.), and the Person to whom such expense is owed) and the wire transfer information of each Optionholder pursuant to this Agreement in exchange for such Person; (g) the Company Options held Debt Payoff Amount, along with a breakdown by lender, amount of Company Debt and the wire transfer information of each lender; (h) the aggregate amount of Company Change in Control Payments, along with a breakdown by Person entitled to receive such Person at payment; (i) the Aggregate Company Option Exercise Price Amount and the Aggregate Company Option Payment Amount as of the Closing; (viiij) the amount (expressed Aggregate Company Warrant Exercise Price Amount as a dollar amount) distributable to each Option Promisee at of the ClosingClosing and the Aggregate Company Warrant Payment Amount; (ixk) the pro rata share of each Milestone Payment distributable to each Option PromiseeEscrow Amount; and (l) the Securityholders’ Representative Amount. In no event will the aggregate amount payable by Parent set forth on the Consideration Spreadsheet, which amounts shall comprise Company Transaction Expenses to be deducted prior to or any update thereto, exceed the determination of the payments to the Securityholders in respect of such Milestone Payment; (x) whether each StockholderAggregate Closing Merger Consideration, Optionholder and Option Promisee will be paid as adjusted by the Paying Agent or through the Company’s payroll in respect of the applicable securities of the Company held by such holderFinal Adjustment Amount.