Common use of Consideration Spreadsheet Clause in Contracts

Consideration Spreadsheet. The Company shall prepare and deliver to Acquiror, with a copy to the Company Holders’ Agent, no later than two (2) Business Days prior to the Closing, a spreadsheet (the “Consideration Spreadsheet”), which spreadsheet shall be dated as of the Closing Date, shall be in a mutually-agreed form 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 accurate as of immediately prior to the Effective Time: (a) the names of all the Company Holders and their respective addresses as reflected in the records of the Company; (b) the number and kind of Company Interests held by, or subject to the Company Options held by, such Persons and, in the case of outstanding Company Interests, the respective certificate numbers if and where applicable; (c) the exercise price per Company Interest of each Company Option; (d) the Tax status of each Company Option under Section 422 of the Code; (e) the calculation of the Base Merger Consideration and the Base Per Interest Price; (f) the amount of cash payable to each Company Member at the Closing in exchange for the Company Interests held by such Company Member (including the amount of any cash required to be deducted and withheld from such Company Member for Taxes); (g) the amount of cash payable to each holder of a Company Option in exchange for the Company Options held by such Company Holder (including the amount of any cash required to be deducted and withheld from such Company Holder for Taxes and the amount of Tax payable by the Company in connection with the exercise of such Company Option); and (h) the Pro Rata Share percent of each Company Holder. Payment of the amounts set forth on the Consideration Spreadsheet, plus amounts, if any, that become payable pursuant to Sections 1.13 and 1.16, to the Company Holders (subject to adjustment as provided in Section 1.13) shall satisfy all rights of the holders of Company Interests and Company Options under any Contract governing such securities, the Company’s Organizational Documents, applicable Legal Requirements, the Company Employee Plan and this Agreement. The Consideration Spreadsheet shall be complete and correct in all respects.

Consideration Spreadsheet. The Company shall prepare and deliver to Acquiror, with a copy to the Company Holders’ AgentPurchaser, no later less than two three (23) Business Days prior to the Closing, a spreadsheet (the “Consideration Spreadsheet”)) in the form agreed to by the Company and Purchaser, which spreadsheet shall be dated as of the Closing Date, shall be in a mutually-agreed form Date and shall set forth all of the following information (in addition to the other required data and information specified therein)information, as of the Closing Date and accurate as of immediately prior to the Effective TimeDate: (a) the names of all the Company Holders and their respective addresses and taxpayer identification numbers as reflected in the records of the Company; (b) the number and kind of shares of Company Interests Common Stock held by, or subject to the Company Options held by, such Persons and, in the case of outstanding Company Interests, the respective certificate numbers if and where applicablePersons; (c) the exercise price per Company Interest share of each Company Option; (d) the Tax status of each Company Option under Section 422 of the Code; Fully Diluted Number, (e) the calculation of the Base Company Cash and Company Debt (including an itemized list of each item of Company Debt indicating the Person to whom such expense is owed), the Closing Merger Consideration Consideration, and the Base Closing Common Stock Per Interest PriceShare Amount; (f) the amount of cash payable to each Company Member at the Closing in exchange for the Company Interests held by such Company Member Specified Transaction Expenses (including an itemized list of each such Specified Transactional Expense indicating the amount general nature of any cash required such expense (i.e., legal, accounting, etc.) and the Person to be deducted and withheld from whom such Company Member for Taxesexpense is owed); (g) the aggregate amount of cash cash, based on the Closing Merger Consideration, issuable to each Company Holder in exchange for the Company Common Stock held by such Persons; (h) the sum of the Closing Company Option Amounts payable to each holder of a Company Option in exchange for the Company Options held by such Company Holder Persons; and (including i) the amount of any cash the change in control payment to be received by each individual identified in Schedule 2.2(b)(i)(c) pursuant to the terms and conditions of a Change in Control Agreement to be entered into by the Company and such individual at or prior to the Closing. The Company agrees that the aggregate amount of all of the change of control payments to be set forth in the Consideration Spreadsheet shall be not less than $7,000,000 and shall not exceed the amount which would result in the amount of the Closing Merger Consideration being zero. Unless otherwise provided herein, all payments from Purchaser to or for the benefit of the Company Holders, when and if required to be deducted made in accordance with this Agreement, shall be made in cash by wire transfer of immediately available funds to such bank account(s) as shall be designated in writing and withheld from such set forth in the Consideration Spreadsheet. In the event that any holder of Company Holder for Taxes and Options exercises, in whole or in part, Company Options after the amount Company’s delivery of Tax payable by the Consideration Spreadsheet to the Purchaser, but before the Closing, the Company in connection with shall promptly deliver to the Purchaser (no later than the Closing) an updated version of the Consideration Spreadsheet (dated as of the Closing Date) which takes into account the exercise of such Company Option); . Notwithstanding anything to the contrary in this Agreement, from and (h) after the Pro Rata Share percent Closing, neither Company nor Purchaser nor any of each Company Holder. Payment their respective Affiliates shall be bound by any of the amounts information set forth on in the Consideration Spreadsheet, plus amounts, if any, that become payable pursuant to Sections 1.13 and 1.16, Spreadsheet to the Company Holders (subject to adjustment as provided in Section 1.13) shall satisfy all rights of the holders of Company Interests and Company Options under any Contract governing extent that such securities, the Company’s Organizational Documents, applicable Legal Requirements, the Company Employee Plan and this Agreement. The Consideration Spreadsheet shall be complete and correct in all respectsinformation is incorrect.

Consideration Spreadsheet. The Company shall prepare and deliver to Acquiror, with a copy to the Company Holders’ Agent, no later than two At least three (23) Business Days prior to the ClosingClosing Date, the Company shall deliver to Parent a Merger Consideration spreadsheet (the “Consideration Spreadsheet”), which spreadsheet Consideration Spreadsheet shall be dated certified as complete and correct by the chief executive officer of the Closing Date, shall be in a mutually-agreed form and shall set forth all of the following information (in addition to the other required data and information specified therein), Company as of the Closing Date and accurate which shall include, among other things, as of immediately prior to the Effective Time: Closing, (ai) the names of all the each Company Holders Stockholder and their respective addresses as reflected in the records of the Company; (b) addresses, the number and kind type of shares of capital stock held by such Company Interests held by, or subject to the Company Options held by, such Persons and, in the case of outstanding Company InterestsStockholder, the respective certificate numbers if numbers, the date of acquisition of such shares, the aggregate number of Closing Merger Shares issuable to each such Company Stockholder, the maximum number of Holdback Shares issuable to such Company Stockholder, the maximum aggregate Milestone Consideration issuable and where applicable; (c) the exercise price per Company Interest of each Company Option; (d) the Tax status of each Company Option under Section 422 of the Code; (e) the calculation of the Base Merger Consideration and the Base Per Interest Price; (f) the amount of cash payable to each Company Member at the Closing in exchange for the Company Interests held by such Company Member (including Stockholder, the amount Pro Rata Percentage applicable to each Company Stockholder, and whether or not, to the knowledge of any cash required to be deducted and withheld from the Company, such Company Member for Taxes); Stockholder is an Accredited Investor or a Non-Accredited Investor, (gii) each Carve-Out Plan Participant, the amount number of cash Carve-out Closing Merger Shares issuable to such Carve-out Plan Participant, the maximum number of Holdback Shares issuable to such Carve-out Plan Participant and the maximum aggregate Milestone Consideration issuable and payable to each holder such Carve-out Plan Participant and whether or not, to the knowledge of the Company, such Carve-out Plan Participant is an Accredited Investor or a Company Option in exchange for the Company Options held by such Company Holder (including the amount of any cash required to be deducted and withheld from such Company Holder for Taxes and the amount of Tax payable by the Company in connection with the exercise of such Company Option)Non-Accredited Investor; and (hiii) each Other Consideration Recipient (other than a Carve-Out Plan Participant), the Pro Rata Share percent number of Service Provider Closing Merger Shares issuable to such Other Consideration Recipient, the maximum number of Service Provider Holdback Shares issuable to such Other Consideration Recipient and the maximum aggregate Milestone Consideration issuable and payable to each Company Holder. Payment of the amounts set forth on the such Other Consideration Spreadsheet, plus amounts, if any, that become payable pursuant to Sections 1.13 Recipient and 1.16whether or not, to the Company Holders (subject to adjustment as provided in Section 1.13) shall satisfy all rights knowledge of the holders of Company Interests and Company Options under any Contract governing Company, such securities, the Company’s Organizational Documents, applicable Legal Requirements, the Company Employee Plan and this Agreement. The Other Consideration Spreadsheet shall be complete and correct in all respectsRecipient is an Accredited Investor or a Non-Accredited Investor.

Consideration Spreadsheet. The Company shall will prepare and deliver to Acquiror, with a copy to the Company Holders’ AgentPurchaser, no later less than two three (23) Business Days prior to the Closing, a spreadsheet (the “Consideration Spreadsheet”)) in the form agreed to by the Company and Purchaser, which spreadsheet shall will be dated as of the Closing Date, shall be in a mutually-agreed form Date and shall will set forth all of the following information (in addition to the other required data Confidential Treatment Requested information, as applicable and information specified therein), as of the Closing Date and accurate as of immediately prior to the Effective TimeDate: (a) the names Fully-Diluted Number, (b) the calculation of all the Estimated Adjustment Amount, the Merger Consideration, the Residual Merger Consideration and the Common Stock Per Share Amount; (c) the amount of Specified Transaction Expenses (including an itemized list of each such Specified Transaction Expense indicating the general nature of such expense (i.e., legal, investment banking, accounting, etc.) and the Person to whom such expense is owed); (d) the name of each Company Holders Holder and their respective addresses its, his or her address and taxpayer identification number as reflected in the records of the Company; (b) the number and kind of Company Interests held by, or subject to the Company Options held by, such Persons and, in the case of outstanding Company Interests, the respective certificate numbers if and where applicable; (c) the exercise price per Company Interest of each Company Option; (d) the Tax status of each Company Option under Section 422 of the Code; (e) the calculation type and number of the Base Merger Consideration and the Base Per Interest Priceshares of Company Preferred Stock held by each Company Holder; (f) the number of shares of Company Common Stock held by each Company Holder; (g) the number of shares of Company Common Stock subject to each Company Option held by each Company Holder and the exercise price of each such Company Option; (h) the number of shares of Company Common Stock subject to each Company Series Common Stock Warrant held by each Company Holder and the exercise price of each such Company Common Stock Warrant; (i) the aggregate Series Preferred Per Share Preference Amount and Series Preferred Per Share Accrued Dividend Amount payable to each Company Holder in exchange for shares of Company Series A Preferred Stock, as the case may be, held by such Company Holder; (j) the aggregate amount of cash payable to each Company Member at the Closing Holder in exchange for the shares of Company Interests Capital Stock held by such Company Member Holder (including the amount of any cash required to be deducted and withheld from such Company Member Holder for Taxes); (gk) the amount of cash payable to each holder of a Company Option Holder in exchange for the Company Options held by such Company Holder (including the amount of any cash required to be deducted and withheld from such Company Holder for Taxes and the amount of Tax payable by the Company in connection with the exercise of such Company Option); and (hl) the Pro Rata Share percent amount of cash payable to each Company Holder in exchange for Company Common Stock Warrants held by such Company Holder (including the amount of cash required to be deducted and withheld from such Company Holder for Taxes); (m) the Company Holder Percentage Interest of each Company Holder in the Escrow Fund; (n) the Company Holder Percentage Interest of each Company Holder. Payment ; (o) the aggregate amount of Company Change in Control Payments, each individual entitled to a portion of the amounts set forth on Company Change in Control Payments and the Consideration Spreadsheetamount thereof, plus amounts, if any, that become payable pursuant to Sections 1.13 and 1.16, to (p) the Company Holders (subject to adjustment as provided in Section 1.13) shall satisfy all rights aggregate amount of the holders Russian Signing Bonuses, each individual entitled to a portion of Company Interests the Russian Signing Bonuses and Company Options under any Contract governing such securities, the Company’s Organizational Documents, applicable Legal Requirements, the Company Employee Plan and this Agreement. The Consideration Spreadsheet shall be complete and correct in all respectsamount thereof.

Consideration Spreadsheet. The Company shall prepare and deliver have delivered to Acquiror, with a copy to Buyer the Company Holders’ Agent, no later than two (2) Business Days 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, which spreadsheet shall be dated as of the Closing Date, shall be in a mutually-agreed form and shall set forth all certifying on behalf of the following information (Company, and not in addition to any personal capacity, that the other required data Consideration Spreadsheet is true and information specified therein), as of the Closing Date and accurate as of immediately prior to the Effective Timecorrect: (ai) the names of all name, the Company Holders mailing address and their respective addresses as reflected the email address in the books and records of the Company, if available, of each Securityholder or Option Promisee; (bii) the number number, class and kind series of Company Interests shares of Capital Stock held by, or subject to the Company Options held by, such Persons Person and, in the case of outstanding Company Interestsshares, the respective certificate numbers if and where applicablerepresenting such shares or a statement that such shares are not represented by certificates; (ciii) the exercise price per Company Interest share of each Company Option; (d) the Tax status of each Company Option under Section 422 of the Code; (eiv) the calculation of the Base 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 Base Per Interest PriceShare 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; (fvii) the amount of cash payable Per Option Share Closing Consideration distributable to each Company Member at the Closing in exchange for the Company Interests held by such Company Member (including the amount of any cash required Optionholder pursuant to be deducted and withheld from such Company Member for Taxes); (g) the amount of cash payable to each holder of a Company Option this Agreement in exchange for the Company Options held by such Company Holder Person at the Closing; (including viii) the amount (expressed as a dollar amount) distributable to each Option Promisee at the Closing; (ix) the pro rata share of any cash required 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 withheld from such Company Holder for Taxes and the amount of Tax payable Option Promisee will be paid by the Company in connection with the exercise of such Company Option); and (h) the Pro Rata Share percent of each Company Holder. Payment of the amounts set forth on the Consideration Spreadsheet, plus amounts, if any, that become payable pursuant to Sections 1.13 and 1.16, to the Company Holders (subject to adjustment as provided in Section 1.13) shall satisfy all rights of the holders of Company Interests and Company Options under any Contract governing such securities, Paying Agent or through the Company’s Organizational Documents, payroll in respect of the applicable Legal Requirements, securities of the Company Employee Plan and this Agreementheld by such holder. The Consideration Spreadsheet shall be complete and correct in all respects.72

Consideration Spreadsheet. The Company shall will prepare and deliver to Acquiror, with a copy to the Company Holders’ AgentPurchaser, no later less than two three (23) Business Days prior to the Closing, a spreadsheet (the “Consideration Spreadsheet”)) in the form agreed to by the Company and Purchaser, which spreadsheet shall will be dated as of the Closing Date, shall be in a mutually-agreed form Date and shall will set forth all of the following information (in addition to the other required data 16 Confidential Treatment Requested information, as applicable and information specified therein), as of the Closing Date and accurate as of immediately prior to the Effective TimeDate: (a) the names Fully-Diluted Number, (b) the calculation of all the Estimated Adjustment Amount, the Merger Consideration, the Residual Merger Consideration and the Common Stock Per Share Amount; (c) the amount of Specified Transaction Expenses (including an itemized list of each such Specified Transaction Expense indicating the general nature of such expense (i.e., legal, investment banking, accounting, etc.) and the Person to whom such expense is owed); (d) the name of each Company Holders Holder and their respective addresses its, his or her address and taxpayer identification number as reflected in the records of the Company; (b) the number and kind of Company Interests held by, or subject to the Company Options held by, such Persons and, in the case of outstanding Company Interests, the respective certificate numbers if and where applicable; (c) the exercise price per Company Interest of each Company Option; (d) the Tax status of each Company Option under Section 422 of the Code; (e) the calculation type and number of the Base Merger Consideration and the Base Per Interest Priceshares of Company Preferred Stock held by each Company Holder; (f) the number of shares of Company Common Stock held by each Company Holder; (g) the number of shares of Company Common Stock subject to each Company Option held by each Company Holder and the exercise price of each such Company Option; (h) the number of shares of Company Common Stock subject to each Company Series Common Stock Warrant held by each Company Holder and the exercise price of each such Company Common Stock Warrant; (i) the aggregate Series Preferred Per Share Preference Amount and Series Preferred Per Share Accrued Dividend Amount payable to each Company Holder in exchange for shares of Company Series A Preferred Stock, as the case may be, held by such Company Holder; (j) the aggregate amount of cash payable to each Company Member at the Closing Holder in exchange for the shares of Company Interests Capital Stock held by such Company Member Holder (including the amount of any cash required to be deducted and withheld from such Company Member Holder for Taxes); (gk) the amount of cash payable to each holder of a Company Option Holder in exchange for the Company Options held by such Company Holder (including the amount of any cash required to be deducted and withheld from such Company Holder for Taxes and the amount of Tax payable by the Company in connection with the exercise of such Company Option); and (hl) the Pro Rata Share percent amount of cash payable to each Company Holder in exchange for Company Common Stock Warrants held by such Company Holder (including the amount of cash required to be deducted and withheld from such Company Holder for Taxes); (m) the Company Holder Percentage Interest of each Company Holder in the Escrow Fund; (n) the Company Holder Percentage Interest of each Company Holder. Payment ; (o) the aggregate amount of Company Change in Control Payments, each individual entitled to a portion of the amounts set forth on Company Change in Control Payments and the Consideration Spreadsheetamount thereof, plus amounts, if any, that become payable pursuant to Sections 1.13 and 1.16, to (p) the Company Holders (subject to adjustment as provided in Section 1.13) shall satisfy all rights aggregate amount of the holders Russian Signing Bonuses, each individual entitled to a portion of Company Interests the Russian Signing Bonuses and Company Options under any Contract governing such securities, the Company’s Organizational Documents, applicable Legal Requirements, the Company Employee Plan and this Agreementamount thereof. The Consideration Spreadsheet shall be complete and correct in all respects.2.16

Consideration Spreadsheet. The Company shall prepare and deliver to Acquiror, with a copy to the Company Holders’ Agent, no later than two (2) Business Days 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, shall be in a mutually-agreed form 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 accurate as of immediately prior to the Effective Time: (a) the names calculation of all 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 Holders as of the most practicable date and their respective addresses (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; (b2) the number of Membership Units and kind Series A Preferred Units held by such Person as of Company Interests held by, or subject immediately prior to the Company Options held by, such Persons Closing and, if in the case of outstanding Company Interestscertificated form, the respective certificate numbers if and where applicable; (c) the exercise price per Company Interest of each Company Option; (d) the Tax status of each Company Option under Section 422 of the Code; (e) the calculation of the Base Merger Consideration and the Base Per Interest Price; (f3) the amount of cash payable issuable as Initial Consideration to each Company Member at the Closing such Person in exchange for the Company Interests Membership Units and Series A Preferred Units held by such Company Member 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 any cash required to be deducted and withheld from such Company Member Person for Taxes); (g5) the amount Initial Consideration issuable to such Person as a percentage of cash payable the Initial Consideration; (6) the Milestone Payments issuable to each holder such Person as a percentage of Milestone Payments; (7) the Escrow Pro Rata Share (as a Company Option percentage interest) of such Person; (8) the Escrow Pro Rata Share of such Person in exchange for 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 Options held by such Company Holder (including the amount of any cash required Holders’ Agent to deliver or cause to be deducted and withheld from such Company Holder for Taxes and delivered to the amount of Tax payable by Paying Agent pursuant to the Company in connection with the exercise of such Company Option)Paying Agent Agreement; and (h10) the Pro Rata Share percent of each Company Holder. Payment such other information relevant thereto or which Acquiror may reasonably request as of the amounts set forth on the Consideration Spreadsheet, plus amounts, if any, date that become payable pursuant to Sections 1.13 and 1.16, is three (3) Business Days prior to the Company Holders (subject to adjustment as provided in Section 1.13) shall satisfy all rights of the holders of Company Interests and Company Options under any Contract governing such securities, the Company’s Organizational Documents, applicable Legal Requirements, the Company Employee Plan and this Agreement. The Consideration Spreadsheet shall be complete and correct in all respectsClosing Date.

Consideration Spreadsheet. The Company shall prepare and deliver to Acquiror, with a copy to the Company Holders’ AgentParent, no later less than two six (26) Business Days calendar days prior to the Closing, a spreadsheet (the “Consideration Spreadsheet”)) in the form agreed to by the Company and Parent, which spreadsheet shall be dated as of the Closing Date, shall be in a mutually-agreed form Date and shall set forth all of the following information (in addition to the other required data and information specified therein)information, as of the Closing Date and accurate as of immediately prior to the Effective TimeDate: (a) the names of all the Company Holders and their respective addresses and taxpayer identification numbers as reflected in the records of the Company; (b) the number and kind of shares of Company Interests Common Stock held by, or subject to the Company Options held by, such Persons and, in the case of outstanding Company Interests, the respective certificate numbers if and where applicablePersons; (c) the exercise price per Company Interest share of each Company Option; (d) the Tax status of each Company Option under Section 422 of the Code; Fully-Diluted Number, (e) the calculation of the Base 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 Debt Certificate, the Estimated Merger Consideration and the Base Common Stock Per Interest PriceShare Amount; (f) the amount of cash payable Specified Transaction Expenses (including an itemized list of each such Specified Transactional Expense indicating the general nature of such expense (i.e., legal, accounting, etc.) and the Person to each Company Member at whom such expense is owed), as part of the Closing in exchange for the Company Interests held by such Company Member (including the amount of any cash required to be deducted and withheld from such Company Member for Taxes)Expense Certificate; (g) the amount of cash payable issuable to each Company Holder in exchange for the Company Common Stock held by such Persons; (h) the amount of cash issuable to each holder of a Company Option in exchange for the Company Options held by such Company Holder Persons (including the amount of any cash required to be deducted and withheld from such Company Holder Persons for Taxes and the amount of Tax payable by the Company in connection with the exercise of such Company Option, including any fringe benefit Tax); and (hi) the Pro Rata Share percent of each Company Holder. Payment Significant Shareholder Percentage Interest of the amounts set forth on Escrow Fund applicable to each Significant Shareholder. Unless otherwise provided herein, all payments from Parent to or for the Consideration Spreadsheetbenefit of the Former Shareholders 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 Former Shareholders or the Shareholders’ Agent in accordance with each Former Shareholder’s Percentage Interest, plus amounts, if any, that become payable pursuant and all payments from Parent to Sections 1.13 and 1.16, to or for the Company Holders (subject to adjustment as provided in Section 1.13) shall satisfy all rights benefit of the holders of Company Interests and 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 Options under any Contract governing such securities, or the Company’s Organizational Documents, applicable Legal Requirements, the Company Employee Plan and this Agreement. The Consideration Spreadsheet shall be complete and correct in all respectsShareholders’ Agent.