Common use of Consideration Spreadsheet Clause in Contracts

Consideration Spreadsheet. The Company shall prepare and deliver to Acquiror, at or prior to the Closing, 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 spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective Time: (a) the calculation of the Indemnification Escrow Amount, Fully Diluted Interests Number, Initial Consideration, Total Consideration, Initial Per Unit Amount, Milestone Per Unit Amount and number of outstanding Membership Units of the Company 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 Membership Units and Series A Preferred Units held by such Person as of immediately prior to the Closing and, if in certificated form, the respective certificate numbers where applicable; (3) the amount of cash issuable as Initial Consideration to such Person in exchange for the Membership Units and Series A Preferred Units held by such Person; (4) the amount of cash, if any, issuable as Milestone Payments to such Person in exchange for the Membership Units held by such Person (including the amount of cash required to be deducted and withheld from such Person for Taxes); (5) the Initial Consideration issuable to such Person as a percentage of the Initial Consideration; (6) the Milestone Payments issuable to such Person as a percentage of Milestone Payments; (7) the Escrow Pro Rata Share (as a percentage interest) of such Person; (8) the Escrow Pro Rata Share of such Person in the Indemnification Escrow Amount (in dollar terms); (9) any information or 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 of the date that is three (3) Business Days prior to the Closing Date.

Consideration Spreadsheet. The Company shall prepare and deliver to Acquiror, at or least three (3) Business Days prior to the Closing, a spreadsheet (the “Consideration Spreadsheet”), in ) together with the form attached as Exhibit G, certified on behalf of the Company by the Chief Executive Officer and President of the CompanyConsideration Spreadsheet Certificate, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective Time: (a) the calculation names of the Indemnification Escrow Amount, Fully Diluted Interests Number, Initial Consideration, Total Consideration, Initial Per Unit Amount, Milestone Per Unit Amount and number of outstanding Membership Units of all the Company as of the most practicable date Stockholders, Company Optionholders and (b) for each Company Holder: (1) name, address, taxpayer identification number Noteholders and employee or former employee status of such Person their respective addresses as reflected in the records of the Company; (2b) the number and kind of Membership Units and Series A Preferred Units shares of Company Capital Stock held by by, or subject to Company Options or Company Notes held by, such Person as of immediately prior to the Closing Persons and, if in certificated formthe case of outstanding shares, the respective certificate numbers where applicable; (3c) 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 as Initial Consideration to such Person each Company Holder pursuant to this Agreement in exchange for the Membership Units and Series A Preferred Units Company Capital Stock held by such Person; Persons (4) the which amount shall be inclusive of cash, if any, issuable as Milestone Payments to such Person in exchange for the Membership Units held by such Person (including the amount of cash required to be deducted and withheld from such Person Persons for TaxesTaxes in respect of such Company Capital Stock, if any); (5f) the Initial Consideration amount of cash issuable to each Company Optionholder pursuant to this Agreement in exchange for Company Options held by such Person as a percentage Persons (which amount shall be inclusive of the Initial Considerationamount 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); (6g) the Milestone Payments amount of cash issuable to each Company Noteholder pursuant to this Agreement in exchange for Company Notes held by such Person as a percentage of Milestone PaymentsPersons; (7h) the Escrow 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 Pro Rata Share (as a percentage interest) of such Person; (8) the Escrow Pro Rata Share of such Person in the Indemnification Escrow Amount (in dollar terms); (9) any information or other documentation that Acquiror is obligated to use commercially reasonable efforts to cause the each Company Holders’ Agent to deliver or cause to be delivered to the Paying Agent pursuant to the Paying Agent AgreementHolder; and (10j) such other information relevant thereto or which Acquiror may reasonably request the Pro Rata Holdback Share (as a percentage interest) of the date that is three (3) Business Days prior to the Closing Dateeach Company Holder.

Consideration Spreadsheet. The Company shall prepare and deliver to AcquirorParent, at or no less than two Business Days prior to the Closing, 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 spreadsheet shall be dated as of the Closing Date and shall set ) setting forth all of the following information (in addition to the other required data and information specified therein)information, as of the Closing Date and immediately prior to the Effective TimeDate: (ai) the calculation names of all Company Securityholders (and such other information as the Indemnification Escrow Amount, Fully Diluted Interests Number, Initial Consideration, Total Consideration, Initial Per Unit Amount, Milestone Per Unit Amount and number of outstanding Membership Units of the Company as of the most practicable date and (bPaying Agent may reasonably request) 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; (2ii) the number of Membership Units Company Shares, Cashed-Out Options, and Series A Preferred Units Cashed-Out Warrants held by such Person as of Company Securityholders immediately prior to the Closing and, if in certificated form, the respective certificate numbers where applicableClosing; (3iii) the amount of cash issuable as Initial 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 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 terms and conditions of this Agreement and any Option Termination Agreement or any Warrant Termination Agreement to which such Person Company Securityholder is a party) in exchange for the Membership Units and Series A Preferred Units Company Shares, Cashed-Out Options Cashed-Out Warrants or the Change of Control Plan Rights held by such PersonCompany Securityholder; (4vii) the amount of cash, if any, issuable as Milestone Payments to such Person in exchange for the Membership Units held by such Person (including the amount of cash required to be deducted and withheld from such Person for Taxes)Indemnity Escrow Amount; (5viii) the Initial Consideration issuable to such Person as a percentage of the Initial Consideration; (6) the Milestone Payments issuable to such Person as a percentage of Milestone Payments; (7) the Special Escrow Pro Rata Share (as a percentage interest) of such Person; (8) the Escrow Pro Rata Share of such Person in the Indemnification Escrow Amount (in dollar terms); (9) any information or 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 AgreementAmount; and (10ix) such other information relevant thereto or which Acquiror may reasonably request as each Company Securityholder’s Pro Rata Portion of the date that is three (3) Business Days prior amounts contributed to the Closing Date.Escrow Fund and the 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 immediately available funds. For the 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 allocating the Aggregate Merger Consideration in accordance with (i) the liquidation provisions set forth in the Company Charter, (ii) with respect to each Cashed-Out Option, the calculation of the Vested Option Payment Amount in accordance with the terms and conditions of this Agreement and the respective Option Termination Agreement, (iii) with respect to each Cashed-Out Warrant, the calculation of the Company Warrant Payment Amount in accordance with the terms and conditions of this Agreement and the respective Company Warrant Termination Agreement, and

Consideration Spreadsheet. The Not less than three Business Days prior to the Closing Date and in no event more than 10 Business Days prior to the Closing Date, the Company shall prepare and deliver to Acquiror, at or prior to the Closing, Parent a spreadsheet (the “Consideration Spreadsheet”), in the form attached as Exhibit Gcertified, certified on behalf of the Company without personal liability, by the Chief Executive Officer and President Chief Financial Officer of the CompanyCompany (or, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified thereineach case, a Person acting in a similar capacity), as of the Closing Date and immediately prior to the Effective Time: setting forth for each Company Securityholder: (a) the calculation number and class of Company Shares held by such Company Securityholder, together with the Indemnification Escrow Amountdate(s) that such Company Shares were acquired by such Company Securityholder and the cost basis (or bases, Fully Diluted Interests Number, Initial Consideration, Total Consideration, Initial Per Unit Amount, Milestone Per Unit Amount and number as the case may be) in respect of outstanding Membership Units of the such Company as of the most practicable date and Shares held by such Company Securityholder; (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 Membership Units and Series A Preferred Units Company Options held by such Person as of immediately prior to Company Securityholder and the Closing and, if in certificated formexercise price, the respective certificate numbers where applicable; vested and unvested portion and the vesting schedule with respect to each such Company Option; (3c) the amount number of cash issuable as Initial Consideration to such Person in exchange for the Membership Units and Series A Preferred Units Company Warrants held by such Person; Company Securityholder and the exercise price with respect to each such Company Warrant; (4d) the amount of cash, if any, issuable as Milestone Payments Estimated Closing Consideration payable to such Person Company Securityholder pursuant to, and in exchange for accordance with the Membership Units held by such Person (including methodologies set forth in, the Plan of Arrangement, including, in each case, the amount of cash required to be deducted and withheld from such Person for Taxes); payments in accordance with this Agreement and the Plan of Arrangement; (5e) the Initial Consideration issuable portion of the Indemnity Proceeds allocated to such Person Company Shareholder; and (f) the Pro Rata Percentage of such Company Securityholder; (g) the contact information, including email address and mailing address for such Company Securityholder; (h) the taxpayer identification number of such Company Securityholder (or such other identification information as reasonably requested by Parent, such as social insurance number or social security number); (i) whether such Company Securityholder holds his, her or its Company Shares, Company Options and Company Warrants, as applicable, as an individual for his, her or its own benefit, an agent, custodian or trustee for another Person(s) (and in any case specifying such other Person(s)), a joint tenant (and specifying the other joint tenant(s)), a tenant in comment or by the entirety (and specifying the other tenant(s)), community property, in a registered account, as a percentage corporation or as a partnership; and (j) the portion of the Initial Consideration; (6) the Milestone Payments issuable Contingent Amount that would be allocable to such Person as a percentage of Milestone Payments; (7) Selling Shareholder if Actual Net Revenue is equal to or greater than the Escrow Pro Rata Share (as a percentage interest) of such Person; (8) the Escrow Pro Rata Share of such Person in the Indemnification Escrow Amount (in dollar terms); (9) any information or 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 of the date that is three (3) Business Days prior to the Closing DateNet Revenue Target.

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 prepare and deliver to Acquiror, at or prior to the Closing, Parent 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 chief executive officer or chief financial officer of the Company, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein)forth, as of the Closing Date and immediately prior to the Effective Time: , the following: (ai) the calculation name (and, to the extent reasonably available, the last known address and, if known, email address) of the Indemnification Escrow Amounteach Company Stakeholder and, Fully Diluted Interests Number, Initial Consideration, Total Consideration, Initial Per Unit Amount, Milestone Per Unit Amount and number of outstanding Membership Units of the Company as of the most practicable date and (b) for each Company Holder: Securityholder, (1A) namethe number, addressclass and series of Company Capital Stock, taxpayer identification number and employee or former employee status of such Person as reflected in the records of the Company; (2B) the number of Membership Units outstanding Company Options, and Series A Preferred Units held by the associated exercise price, and/or (C) the number of outstanding Company Warrants, and the associated exercise price, in each case, as applicable to such Person as Company Securityholder; (ii) calculations of immediately prior to the Closing andMerger Consideration, if in certificated form, reasonable detail; (iii) calculations of the respective certificate numbers where applicable; (3) the aggregate amount of cash issuable as Initial Consideration to such Person all Closing Net Option Payments and all Closing Net Warrant Payments, in exchange for reasonable detail; (iv) calculations of the Membership Units and Series A Preferred Units held by such Person; (4) the aggregate amount of cashChange of Control Payments, if any, issuable as Milestone Payments to such Person in exchange for reasonable detail (with the Membership Units held by such Person (including understanding that Parent will inform the amount of cash required to be deducted and withheld from such Person for Taxes); Company at least five (5) the Initial Consideration issuable to such Person as a percentage of the Initial Consideration; (6) the Milestone Payments issuable to such Person as a percentage of Milestone Payments; (7) the Escrow Pro Rata Share (as a percentage interest) of such Person; (8) the Escrow Pro Rata Share of such Person in the Indemnification Escrow Amount (in dollar terms); (9) any information or 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 of the date that is three (3) Business Days prior to the Closing Dateas 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 Closing Merger Consideration; (vi) each Company Stakeholders’ applicable portion (on an estimated basis) of any Earn-out Payment, Escrow Release Amount, and Expense Fund Distribution Amount; and (vii) the Closing Employer Tax Amount. (b) The parties agree that Parent, Merger Sub, and 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 the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. The Company shall prepare and deliver to Acquiror, at or prior to the Closing, Attached hereto as Exhibit F is 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 spreadsheet shall be dated as of the Closing Date and shall set ) setting forth all of the following information (in addition to the other required data and information specified therein)information, estimated as of the Closing Date and immediately prior to the Effective TimeDate: (a) correct names of all Company Securityholders (and such other information as the calculation of the Indemnification Escrow Amount, Fully Diluted Interests Number, Initial Consideration, Total Consideration, Initial Per Unit Amount, Milestone Per Unit Amount and number of outstanding Membership Units of the Company as of the most practicable date and (bPaying Agent may reasonably request) 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; (2b) the number amount and type of Membership Units and Series A Preferred Units each Company Security held by each such Person as of immediately prior to Company Securityholder, and the Closing and, if in certificated form, the respective correct certificate numbers where applicablewith respect to each such Company Security; (3c) the amount of cash issuable as Initial the Closing Cash Consideration payable to each Company Securityholder in connection with the Closing; (d) 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 and the manner in which each such distribution will be calculated; (f) the amount of Company Cash; (g) the amount of 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 in exchange for to whom such expense is owed) and the Membership Units and Series A Preferred Units held by wire transfer information of each such Person; (4h) the Company Debt Payoff Amount, along with a breakdown by lender, amount of cash, if any, issuable as Milestone Payments to such Person in exchange for Company Debt and the Membership Units held by such Person wire transfer information of each lender; (including i) the aggregate amount of cash required Company Change in Control Payments, along with a breakdown by Person entitled to be deducted and withheld from receive such Person for Taxes)payment; (5j) the Initial Consideration issuable to such Person Aggregate Company Warrant Exercise Price Amount and the Aggregate Company Warrant Payment Amount as a percentage of the Initial ConsiderationClosing; (6k) the Milestone Payments issuable to such Person Aggregate Company Option Exercise Price Amount and the Aggregate Company Option Payment Amount as a percentage of Milestone Paymentsthe Closing; (7l) the Escrow Pro Rata Share (as a percentage interest) of such Person; (8) the Escrow Pro Rata Share of such Person in the Indemnification Escrow Amount (in dollar terms); (9) any information or 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 AgreementAmount; and (10m) such other information relevant thereto or which Acquiror may reasonably request the Contingency Amount. In no event will the aggregate amount payable by Parent (including for Dissenting Shares) exceed the Aggregate Merger Consideration, as of the date that is three (3) Business Days prior adjusted pursuant to the Closing DateSection 1.5.

Consideration Spreadsheet. The Company shall prepare and deliver to the Acquiror, at or prior to least three (3) Business Days before the ClosingClosing Date, 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 spreadsheet shall be dated as of the Closing Date and signed by an officer of the Company, and shall set forth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior Date: (i) with respect to the Effective Time: each Stockholder (aA) the calculation name, address and email address of record of such Stockholder; (B) the number and class of Shares held by such Stockholder; (C) the date of issuance of the Indemnification Escrow Amount, Fully Diluted Interests Number, Initial Consideration, Total Consideration, Initial Shares held by such Stockholder; (D) the Closing Per Unit Amount, Milestone Per Unit Amount and number of outstanding Membership Units of Share Merger Consideration owed to such Stockholder; (E) whether (but not the Company as of the most practicable date and amount of) Tax withholding is required (bother than backup withholding); (F) for each “covered security” (as defined in Section 6045 of the Code), the acquisition date and tax basis of such security; (G) such Stockholder’s proportionate share of the Indemnity Escrow Amount (assuming the full Indemnity Escrow Amount is paid to the applicable Company Holder: Securityholders); (1H) such Stockholder’s proportionate share of the Expense Fund Amount (assuming the full Expense Fund Amount is paid to the applicable Company Securityholders); and (I) such Stockholder’s proportionate share of the Milestone Consideration (assuming the full Milestone Consideration is owed to the applicable Company Securityholders). (ii) with respect to each holder of a First Tranche SAFE, (A) the name, address, taxpayer identification number and employee or former employee status email address of record of such Person as reflected in holder; (B) the records notional number of Shares that would be issued upon conversion of the Company; (2) the number of Membership Units and Series A Preferred Units First Tranche SAFE held by such Person holder based on the “Conversion Amount” (as of immediately prior to defined in such First Tranche SAFEs) in accordance with the Closing and, if in certificated form, the respective certificate numbers where applicableterms thereunder; (3C) the amount date of cash issuable as Initial Consideration to such Person in exchange for issuance of the Membership Units and Series A Preferred Units First Tranche SAFE held by such Personholder; (4D) the amount Purchase Amount and Valuation Cap (each as defined in such First Tranche SAFE) of cash, if any, issuable as Milestone Payments to such Person in exchange for the Membership Units First Tranche SAFE held by such Person holder; (including E) such First Tranche SAFE holder’s Indemnity Escrow Fully Diluted Percentage and Expense Fund Fully Diluted Percentage; (F) the amount Closing Per Share Merger Consideration owed to such holder of cash required such First Tranche SAFE; (G) such holder’s proportionate share of the Indemnity Escrow Amount (assuming the full Indemnity Escrow Amount is paid to be deducted and withheld from such Person for Taxesthe applicable Company Securityholders); (5H) the Initial Consideration issuable to such Person as a percentage holder’s proportionate share of the Initial Consideration; (6) the Milestone Payments issuable to such Person as a percentage of Milestone Payments; (7) the Escrow Pro Rata Share (as a percentage interest) of such Person; (8) the Escrow Pro Rata Share of such Person in the Indemnification Escrow Expense Fund Amount (in dollar terms); (9) any information or other documentation that Acquiror assuming the full Expense Fund Amount is obligated to use commercially reasonable efforts to cause the Company Holders’ Agent to deliver or cause to be delivered paid to the Paying Agent pursuant to the Paying Agent Agreementapplicable Company Securityholders); and (10I) such other information relevant thereto or which Acquiror may reasonably request as holder’s proportionate share of the date that Milestone Consideration (assuming the full Milestone Consideration is three (3) Business Days prior owed to the Closing Dateapplicable Company Securityholders); (iii) with respect to each holder of a Second Tranche SAFE, (A) the name, address, and email address of record of the holder; (B) the date of issuance of the Second Tranche SAFE held by such holder; (C) the Purchase Amount and Valuation Cap (as defined therein) of the Second Tranche SAFE held by such holder; and (D) the Second Tranche SAFEs Cash Amount and Second Tranche SAFEs Share Amount, respectively, owed to such holder in respect of such holder’s Second Tranche SAFE; and (iv) the name, amount and wiring instructions with respect to any Transaction Expenses and Payoff Indebtedness.

Consideration Spreadsheet. The Company shall prepare and deliver to Acquiror, at or prior to the Closing, a 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, in dated as of the form attached as Exhibit GClosing Date, certified certifying on behalf of the Company by that the Chief Executive Officer Consideration Spreadsheet is true and President of the Company, correct (which spreadsheet Consideration Spreadsheet shall be dated in form and substance reasonably satisfactory to Parent): (i) (A) the Estimated Unpaid Transaction Expenses (together with a breakdown thereof); (B) the Estimated Indebtedness (together with a breakdown thereof); (C) the Estimated Cash; (D) the Estimated Net Working Capital (together with a breakdown thereof); (E) the Aggregate Exercise Price; (F) the Aggregate Merger Consideration; (G) the Per Share Merger Consideration; (H) the Fully Diluted Shares; and (I) the Highest In the Money Exercise Price; (ii) with respect to each Person who is a Shareholder as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective Time: (aA) the calculation name and address of the Indemnification Escrow Amount, Fully Diluted Interests Number, Initial Consideration, Total Consideration, Initial Per Unit Amount, Milestone Per Unit Amount record (and number of outstanding Membership Units of the Company as of the most practicable date and (b) for each Company Holder: (1) name, email address, taxpayer identification number and employee or former employee status if available) of such Person as reflected in the records of the CompanyShareholder; (2B) the number of Membership Units shares of Capital Stock of each class and Series A Preferred Units series held by such Person Shareholder (on a certificate-by-certificate basis and including certificate numbers, or electronic equivalent); (C) the consideration that such Shareholder is entitled to receive pursuant to each of Section 3.1(b) before deduction of amounts to be contributed to the Escrow Funds and the Securityholders’ Representative Expense Fund; (D) the cash amount to be contributed to the Escrow Funds and Securityholders’ Representative Expense Fund by each such Shareholder; and (E) the net cash amount to be paid to each such Shareholder by the Paying Agent upon delivery of such Shareholder’s AmericasActive:12666190.14 Letter of Transmittal and other Required Shareholder Information in accordance with Section 3.1(b)(i); (iii) with respect to each In the Money Vested Option: (A) the name and address of record (and email address, if available) of the holder thereof; (B) the exercise price per share and the number of shares of Common Stock subject to such In the Money Vested Option, and the number of shares that are vested as of immediately prior to the Closing and, if in certificated form, the respective certificate numbers where applicableEffective Time; (3C) whether or not such In the Money Vested Option constitutes a Non-Withholding Option; (D) the amount consideration that the holder thereof is entitled to receive pursuant to Section 3.2(a) before deduction of cash issuable as Initial Consideration amounts to such Person in exchange for be contributed to the Membership Units Escrow Funds and Series A Preferred Units held by such Personthe Securityholders’ Representative Expense Fund; (4E) the cash amount of cash, if any, issuable as Milestone Payments to such Person in exchange for the Membership Units held by such Person (including the amount of cash required to be deducted and withheld from such Person for Taxes); (5) the Initial Consideration issuable contributed to such Person as a percentage of the Initial Consideration; (6) the Milestone Payments issuable to such Person as a percentage of Milestone Payments; (7) the Escrow Pro Rata Share (as a percentage interest) of such Person; (8) Funds and Securityholders’ Representative Expense Fund by the Escrow Pro Rata Share of such Person in the Indemnification Escrow Amount (in dollar terms); (9) any information or 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 Agreementholder thereof; and (10F) the net cash amount to be paid to such other information relevant thereto or which Acquiror may reasonably request as of the date holder in accordance with Section 3.2(a)(i); and (iv) with respect to each Company Option that is three (3) Business Days outstanding immediately prior to the Closing DateEffective Time (other than any In the Money Vested Option): (A) the name and address of record (and email address, if available) of the holder thereof; and (B) the exercise price per share and the number of shares of Common Stock subject to such Company Option.