Common use of Consideration Spreadsheet Clause in Contracts

Consideration Spreadsheet. (a) At least three Business Days before the Closing and concurrently with the delivery of the Estimated Closing Tangible Net Worth Statement, the Company shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified by the Chief Executive Officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Time, the following: (i) the names and addresses of all Stockholders and the number of shares of Company Common Stock held by such Persons; (ii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (iii) each Stockholder’s Pro Rata Share (as a percentage interest and the interest in dollar terms) of the Closing Merger Consideration; and (iv) each Stockholder’s Pro Rata Share (as a percentage interest and the interest in dollar terms) of the amount to be contributed to the Escrow Funds. (b) The parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least three Business Days before Prior to the Closing and concurrently with the delivery of the Estimated Closing Tangible Net Worth StatementDate, the Company shall prepare and deliver have delivered to Parent the Purchaser a spreadsheet (the “Consideration Spreadsheet”), certified by which provides for the Chief Executive Officer of the Company, which shall set forthfollowing, as of the Closing Date and immediately prior to the Effective Time, the followingClosing: (a) For each Shareholder: (i) the names name of such Shareholder; (ii) the number and addresses type of all Stockholders Shares held by such Shareholder, the liquidation preference associated with such Shares (if applicable), and the respective certificate numbers for such Shares (or an indication that such Shares are uncertificated); and (iii) the number and type of shares of Purchaser Stock Consideration that will be received by such Stockholder as consideration for the sale of the Shares held by such Shareholder under this Agreement. (b) For each Optionholder: (i) the name of such Optionholder; (ii) the number of Ordinary Shares underlying the Company Option(s) (and exercise price for such Company Option(s)) held by such Optionholder; and (iii) the number of shares of Company Purchaser Common Stock held underlying such Substituted Option (and the exercise price of such Substituted Option) that will be received by each such PersonsOptionholder. (c) For each Noteholder: (i) the name of such Noteholder; (ii) detailed calculations the principal and accrued interest amount with respect to the Note(s) held by such Noteholder as of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration;Closing; and (iii) each Stockholder’s Pro Rata Share (the number of shares of Purchaser Series A-1 Preferred Stock that will be received by such Noteholder as a percentage interest and the interest in dollar terms) of the Closing Merger Consideration; and (iv) each Stockholder’s Pro Rata Share (as a percentage interest and the interest in dollar terms) of the amount to be contributed to the Escrow Funds. (b) The parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II and Parent and Merger Sub shall not be responsible consideration for the calculations or the determinations regarding termination and cancellation of such calculations in Note(s) held by such Consideration SpreadsheetNoteholder under this Agreement.

Consideration Spreadsheet. (a) At least three five (5) Business Days before the Closing and concurrently with the delivery of the Estimated Closing Tangible Net Worth StatementClosing, the Company shall prepare and deliver to Parent the Buyers a spreadsheet (the “Consideration Spreadsheet”), certified by the Chief Executive Officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective TimeDate, the following: (i) the names and addresses of all Stockholders and the number of shares of Company Common Stock held by such Persons;; and (ii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (iii) each StockholderSeller’s Pro Rata Share (as a percentage interest and the interest in dollar terms) of the Closing Merger Consideration; and (iv) each Stockholder’s Escrow Pro Rata Share (as a percentage interest and the interest in dollar terms) of the amount to be contributed to the Escrow FundsFund. (b) The parties agree that Parent and Merger Sub the Buyers shall be entitled to rely on the Consideration Spreadsheet in for making payments under of the Escrow Amount, as well as for attribution of value for each Seller pursuant to this Article II and Parent and Merger Sub II. In addition, the Buyers shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet. For purposes of determining a Seller’s Pro Rata Share, the Buyers shall be entitled to rely on the Consideration Spreadsheet and no effect shall be given to any subsequent transfer by a Stockholder of the right to receive any consideration pursuant to this Article II. In addition, the Sellers’ Representative shall deliver any amended Consideration Spreadsheet to the Buyers within two (2) Business Days of any such amendment and shall acknowledge in each such communication that any changes to the Consideration Spreadsheet were made subsequent to delivery of the Closing Payment.

Consideration Spreadsheet. (a) At least three Business Days business day before the Closing and concurrently with the delivery of the Estimated Closing Tangible Net Worth Statement, the Company shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified signed on the Company’s behalf by the Chief Executive Financial Officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective TimeClosing Date, the following: (i) the names names, addresses and addresses wire instructions of all Stockholders holders of Company Capital Stock and the number of shares and form of Company Common Capital Stock held by such Persons; (ii) the names and addresses of all In-the-Money Optionholders, together with the number of shares of Company Common Stock subject to In-the-Money Options held by such Persons, the grant date and exercise price for such In-the-Money Options; (iii) detailed calculations of the Closing Merger Consideration, Fully Diluted Company Share Number and Closing Per Share Merger Consideration; (iiiiv) the portion of each Stockholder’s Pro Rata Share (as a percentage interest and the interest in dollar terms) element of the Closing Merger ConsiderationConsideration that each Company Equityholder is eligible to receive hereunder; (v) the aggregate amount of Transaction Expenses payable or issuable to any recipient thereof, together with wire instructions for such recipient and, with respect to the Non-Cash Transaction Expense Recipients, a physical mailing address for the issuance of the applicable Notes, Warrants and shares comprising Transaction Expenses, as applicable; and (ivvi) each Stockholder’s Pro Rata Share (as a percentage interest and the interest in dollar terms) wire instructions of the amount to be contributed to the Stockholder Representative Escrow FundsAccount. (b) The parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II 1 and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least three Business Days before Prior to the Closing and concurrently with the delivery of the Estimated Closing Tangible Net Worth StatementClosing, the Company shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified by the Chief Executive Officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Time, the following: (i) the names and addresses of all Stockholders and Stockholders, the number of shares of Company Common Stock held by such PersonsPersons and the vesting schedule for any Restricted Stock; (ii) the Aggregate Share Number and detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number Consideration and the Closing Per Share Merger Consideration; (iii) the portion of the Closing Merger Consideration (as a percentage interest and the interest in dollar terms and number of Parent Shares) each Stockholder is to receive; (iv) the Closing Cash Payment and the Closing Merger Shares each Stockholder is to receive; and (v) each Stockholder’s Pro Rata Share (as a percentage interest and the interest in dollar termsinterest) of the Closing Merger Earn-Out Consideration; and (iv) each Stockholder’s Pro Rata Share (as a percentage interest and the interest in dollar terms) of the amount to be contributed to the Escrow Funds. (b) The parties agree that Parent and Merger Sub Subs shall be entitled to rely on the Consideration Spreadsheet in making payments under Article ARTICLE II and Parent and Merger Sub Subs shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) Annex B to this Agreement describes the Holdings Equity deliverable in connection with the Merger, subject to any applicable adjustments contained herein. In addition, it sets forth the aggregate amount of Indebtedness Assumed issued and outstanding at the Closing and paid in full in connection with the SPAC Merger closing or the IPO closing, as the case may be. (b) At least three ten (10) Business Days before the Closing and concurrently with the delivery of the Estimated Closing Tangible Net Worth Statement, the Target Company shall prepare and deliver to Parent Holdings a spreadsheet (the “Consideration Spreadsheet”), certified by the Chief Executive Officer and Chief Financial Officer (or their functional equivalent) of the Target Company, which shall set forth, as of the Closing Date and immediately prior to the Effective TimeDate, the following: (i) the names and addresses of all Target Company Stockholders and the number of shares of Company Common Stock Shares held by such PersonsPersons including all holders of the Series F Preferred and Series G Preferred; (ii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration;Number; and (iii) each Target Company Stockholder’s Pro Rata Share (as a percentage interest and the interest in dollar terms) of the Closing Holdings Equity portion of the Merger Consideration; and (iv) each Stockholder’s Pro Rata Share (as a percentage interest and the interest in dollar terms) of the amount to be contributed to the Escrow Funds. (bc) The parties agree that Parent Holdings and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II and Parent Holdings and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.