Common use of Consideration Spreadsheet Clause in Contracts

Consideration Spreadsheet. Attached hereto as Exhibit F is a spreadsheet (the “Consideration Spreadsheet”) setting forth all of the following information, estimated as of the Closing Date: (a) correct names of all Company Securityholders and their respective addresses, email addresses and taxpayer identification numbers as and to the extent available and reflected in the records of the Company; (b) the amount and type of each Company Security held by each such Company Securityholder, and the correct certificate numbers with respect to each such Company Security; (c) the amount of 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 if not in accordance with the Pro Rata Portion, and the manner in which each such distribution will be calculated; (f) 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 to whom such expense is owed) and the wire transfer information of each such Person; (g) the Company 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 payment; (i) the Aggregate Company Option Exercise Price Amount and the Aggregate Company Option Payment Amount as of the Closing; (j) the Aggregate Company Warrant Exercise Price Amount as of the Closing and the Aggregate Company Warrant Payment Amount; (k) the Escrow Amount; and (l) the Securityholders’ Representative Amount. In no event will the aggregate amount payable by Parent set forth on the Consideration Spreadsheet, or any update thereto, exceed the Aggregate Closing Merger Consideration, as adjusted by the Final Adjustment Amount.

Consideration Spreadsheet. Attached The Consideration Spreadsheet attached hereto as Exhibit F is a spreadsheet (sets forth the “Consideration Spreadsheet”) setting forth all of the following information, estimated as of the Closing Date: (a) correct names of all Company Securityholders and their respective addresses, email addresses and taxpayer identification numbers as and to the extent available and reflected in the records of the Company; (b) the amount and type name of each Company Security held by each such Company SecurityholderSeller, and the correct certificate numbers with respect to each such Company Security; (c) the amount of cash such Seller is entitled to receive at the Closing Cash Consideration payable pursuant to this Section 1.6, the Purchased Subsidiary Membership Interests Purchase Price (and the methodology of determining such amount) and the portion thereof each Company Securityholder in connection with holder of vested Purchased Subsidiary Membership Interests is entitled to receive at the Closing; Closing pursuant to this Section 1.6, the Installment Payment Retention Amount (dand the methodology of determining such amount) and the Pro Rata Portion portion thereof each holder of each Company Securityholder; unvested Purchased Subsidiary Membership Interests is entitled to receive under their respective Installment Payment Retention Agreement (e) the manner in which any distribution of the Escrow Amount will be distributed among the Company Securityholders if not subject to forfeiture in accordance with the Pro Rata Portionterms thereof), each based on the assumptions set forth therein, and sets forth the manner in which recipients and amounts of any Closing Payments and Assumed Obligations as of the date hereof. No later than two (2) and no earlier than four (4) Business Days prior to the Closing, the Company shall deliver to the Buyer (i) an updated Consideration Spreadsheet setting forth the final calculations of the amounts due at the Closing to each such distribution 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 Xxxxx Education Transfer Agreement and the Installment Payment Retention Agreement, and (ii) the recipients and amounts of any Closing Payments and Assumed Obligations to be paid by the Buyer. Each of the parties hereto acknowledges and agrees that the Consideration Spreadsheet 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 agrees that the portion of the Purchase Price that will be calculatedpayable 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 (fA) the amount Estimated SP Holdings CODI Liability shall reduce the portion of Specified Transaction Expenses the Purchase Price payable to the Seller of the Stock of SP Holdings (including an itemized list and not any portion of each such Specified Transaction Expense indicating the general nature of such expense (e.g., legal, accounting, etc.Purchase Price payable to any other Seller), and the Person to whom such expense is owed) and the wire transfer information of each such Person; (gB) the Company Debt Payoff Amount, along with a breakdown by lender, amount of Company Debt and Estimated SD Holdings CODI Liability shall reduce 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 payment; (i) the Aggregate Company Option Exercise Price Amount and the Aggregate Company Option Payment Amount as portion of the Closing; (j) Purchase Price payable to the Aggregate Company Warrant Exercise Price Amount as Seller of the Closing Stock of SD Holdings (and not any portion of the Aggregate Company Warrant Payment Amount; (k) the Escrow Amount; and (l) the Securityholders’ Representative Amount. In no event will the aggregate amount Purchase Price payable by Parent set forth on the Consideration Spreadsheet, or to any update thereto, exceed the Aggregate Closing Merger Consideration, as adjusted by the Final Adjustment Amountother Seller).

Consideration Spreadsheet. Attached hereto as Exhibit F is a spreadsheet (the “Consideration Spreadsheet”) setting forth all of the following information, estimated as of the Closing Date: (a) correct names of all Company Securityholders (and their respective addresses, email addresses and taxpayer identification numbers such other information as and to the extent available and Paying Agent may reasonably request) as reflected in the records of the Company; (b) the amount and type of each Company Security held by each such Company Securityholder, and the correct certificate numbers with respect to each such Company Security; (c) the amount of 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 if not in accordance with the Pro Rata Portion, 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 to whom such expense is owed) and the wire transfer information of each such Person; (gh) the Company Debt Payoff Amount, along with a breakdown by lender, amount of Company Debt and the wire transfer information of each lender; (hi) the aggregate amount of Company Change in Control Payments, along with a breakdown by Person entitled to receive such payment; (ij) the Aggregate Company Warrant Exercise Price Amount and the Aggregate Company Warrant Payment Amount as of the Closing; (k) the Aggregate Company Option Exercise Price Amount and the Aggregate Company Option Payment Amount as of the Closing; (j) the Aggregate Company Warrant Exercise Price Amount as of the Closing and the Aggregate Company Warrant Payment Amount; (kl) the Escrow Amount; and (lm) the Securityholders’ Representative Contingency Amount. In no event will the aggregate amount payable by Parent set forth on the Consideration Spreadsheet, or any update thereto, (including for Dissenting Shares) exceed the Aggregate Closing Merger Consideration, as adjusted by the Final Adjustment Amountpursuant to Section 1.5.

Consideration Spreadsheet. Attached hereto Concurrently with the execution and delivery of this Agreement, the Company shall deliver to the Acquirer a spreadsheet (the “Estimated Consideration Spreadsheet”), together with reasonable supporting documentation as Exhibit F 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 information specified therein) in reasonable detail, as of the Closing Date and immediately prior to the Effective Time: for each of the Converting Holders, the number and kind of shares of Company Capital Stock or subject to the Company Options held by such Converting Holder, or the number of Company Shares underlying each Company Option or Company Warrant held by such Company Securityholders (and in the case of outstanding shares, the respective certificate numbers of such shares), the exercise price per share in effect for each Company Option or Company Warrant, as applicable, the Merger Consideration (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 spreadsheet 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 Cash 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 Company 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”) setting forth all ); provided however that the calculation of the following informationCash Consideration Percentage and the Stock Consideration Percentage shall not be revised or updated, estimated as and the calculation of the Closing Date: (a) correct names of all Company Securityholders and their respective addresses, email addresses and taxpayer identification numbers as and to the extent available and reflected such percentages in the records 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; (b) the amount and type of each Company Security held by each such Company Securityholder, and the correct certificate numbers with respect Acquirer and Merger Sub shall be entitled to each 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 Company Security; (c) calculations in such Consideration Spreadsheet. At the amount written request of the Closing Cash Consideration payable to each Company Securityholder in connection with Acquirer, after the Closing; (d) the Pro Rata Portion of each Company Securityholder; (e) the manner in which any distribution delivery of the Escrow Amount will be distributed among the Company Securityholders if not in accordance with the Pro Rata Portion, Estimated Consideration Spreadsheet and the manner in which each such distribution will be calculated; (f) 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 to whom such expense is owed) and the wire transfer information of each such Person; (g) the Company 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 payment; (i) the Aggregate Company Option Exercise Price Amount and the Aggregate Company Option Payment Amount as of the Closing; (j) the Aggregate Company Warrant Exercise Price Amount as of the Closing and the Aggregate Company Warrant Payment Amount; (k) the Escrow Amount; and (l) the Securityholders’ Representative Amount. In no event will the aggregate amount payable by Parent set forth on the Consideration Spreadsheet, the Company shall make its Representatives available to discuss and answer questions with respect to the determination of the amounts set forth in the Estimated Consideration Spreadsheet and the Consideration Spreadsheet, and the Company shall consider in good faith any comments or any update thereto, exceed revisions the Aggregate Closing Merger Consideration, as adjusted by Acquirer may have to the Final Adjustment AmountEstimated Consideration Spreadsheet and the Consideration Spreadsheet.

Consideration Spreadsheet. Attached hereto as Exhibit F is The Company shall prepare and deliver to Parent, no less than two Business Days prior to the Closing, a spreadsheet (the “Consideration Spreadsheet”) setting forth all of the following information, estimated as of the Closing Date: (ai) correct the names of all Company Securityholders (and their respective addresses, email addresses and taxpayer identification numbers such other information as and to the extent available and Paying Agent may reasonably request) as reflected in the records of the Company; (bii) the amount Company Shares, Cashed-Out Options, and type of each Company Security Cashed-Out Warrants held by each such Company Securityholder, and the correct certificate numbers with respect Securityholders immediately prior to each such Company Security; (c) the amount of 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 if not in accordance with the Pro Rata Portion, and the manner in which each such distribution will be calculated; (fiii) 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.i.e., legal, accounting, etc.), and the Person to whom such expense is owed) and the wire transfer information of each such Person; (giv) the aggregate amount of Company 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 payment; (iv) the Aggregate Company 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 Company Option Payment Amount as of the Closing; (j) the Aggregate Company Warrant Exercise Price Amount as of the Closing and the Aggregate Company Warrant Plan Payment Amount; (kvi) 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 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 (lix) each Company Securityholder’s Pro Rata Portion of the amounts contributed to the 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 Securityholders’ Representative Amount. In no event will the aggregate amount payable by Parent liquidation provisions set forth on in the Consideration SpreadsheetCompany Charter, or any update thereto(ii) with respect to each Cashed-Out Option, exceed the Aggregate Closing Merger Considerationcalculation of the Vested Option Payment Amount in accordance with the terms and conditions of this Agreement and the respective Option Termination Agreement, as adjusted by (iii) with respect to each Cashed-Out Warrant, the Final Adjustment Amount.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. Attached hereto as Exhibit F is a spreadsheet (the “Consideration Spreadsheet”) setting forth all of the following information, estimated as of the Closing DateEach Selling Shareholder hereby irrevocably and unconditionally acknowledges and agrees that: (a) correct names of all Company Securityholders and their respective addresses, email addresses and taxpayer identification numbers as and to the extent available and reflected in the records case of the CompanyMajority Shareholder, the sole consideration payable to such Majority Shareholder hereunder in respect of its Distributed Interests sold pursuant to this Agreement shall be such Majority Shareholder’s Net Closing Cash Allocation, Majority Shareholder Note, Earn-Out Cash Allocation (2021) and/or Earn-Out Cash Allocation (2022), as applicable, pursuant to Section 1.3 or Pro Rata Share of the Purchase Price Underpayment pursuant to Section 1.6(a), as may be reduced by an amount equal to such Majority Shareholder’s Pro Rata Share of the Purchase Price Overpayment, in each case shown in the Consideration Spreadsheet as payable and issuable to such Majority Shareholder; (b) in the case of each Minority Shareholder, the sole consideration payable to such Minority Shareholder hereunder in respect of its Distributed Interests sold pursuant to this Agreement shall be such Minority Shareholder’s Net Closing Cash Allocation, Equity Consideration Allocation, Earn-Out Cash Allocation (2021) and/or Earn-Out Cash Allocation (2022), as applicable, pursuant to Section 1.3 or Minority Pro Rata Share of the Purchase Price Underpayment pursuant to Section 1.6(a) and Adjustment Escrow Contribution Amount, as may be reduced by an amount equal to such Minority Shareholder’s Minority Pro Rata Share of the Purchase Price Overpayment, in each case shown in the Consideration Spreadsheet as payable and issuable to such Minority Shareholder; and (c) such Selling Shareholder forever waives and discharges any and all rights or claims of any kind whatsoever that such Selling Shareholder has or may have to receive consideration in respect of the Distributed Interests in excess of the amount and type of each Company Security held by each shown as payable to such Company SecurityholderSelling Shareholder in the Consideration Spreadsheet. For U.S. federal income tax purposes, and the correct certificate numbers with respect to the Company’s obligations, if any, under the Pxxxx Xxxxxxx Facility, each such Company Security; (c) Selling Shareholder shall be treated as though it first received the amount items of consideration described in this Section 1.7 or amounts attributable to the Pxxxx Xxxxxxx Facility that reduced his, her or its Net 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 Allocation and then directed the Company Securityholders if not in accordance with or Purchaser to apply such consideration for purposes of satisfying such obligations under the Pro Rata Portion, and the manner in which each such distribution will be calculated; (f) 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, etcPxxxx Xxxxxxx Facility.), and the Person to whom such expense is owed) and the wire transfer information of each such Person; (g) the Company 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 payment; (i) the Aggregate Company Option Exercise Price Amount and the Aggregate Company Option Payment Amount as of the Closing; (j) the Aggregate Company Warrant Exercise Price Amount as of the Closing and the Aggregate Company Warrant Payment Amount; (k) the Escrow Amount; and (l) the Securityholders’ Representative Amount. In no event will the aggregate amount payable by Parent set forth on the Consideration Spreadsheet, or any update thereto, exceed the Aggregate Closing Merger Consideration, as adjusted by the Final Adjustment Amount.