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 hereto as Exhibit F is (a) The Company shall prepare and deliver to Parent a Stockholder payment spreadsheet (the “Payment Spreadsheet”), which shall be certified in writing as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of the Company, setting forth the following information: (i) with respect to each Effective Time Stockholder receiving Merger Consideration: (A) the number of shares of Company Capital Stock of each class and series to be held by such Effective Time Stockholder as of immediately prior to the Effective Time (on a certificate-by-certificate basis and including certificate numbers); (B) the portion of the Merger Consideration payable to such Effective Time Stockholder after the deduction of all items described herein in respect of all of the shares of Company Capital Stock held by such Effective Time Stockholder as of immediately prior to the Effective Time (on a certificate-by-certificate basis); which shall include (1) the amount of Initial Cash Payment to be received by such Effective Time Stockholder and (2) with respect to the Final Cash Payment, the pro rata distribution allocation to be received by such Effective Time Stockholder upon the final determination of the aggregate amount of such Merger Consideration. (C) the aggregate Liquidation Preference with respect to each series of Company Capital Stock held by such Effective Time Stockholder; (D) the Pro Rata Percentage of such Effective Time Stockholder; and (E) the address of such Effective Time Stockholder where all Merger Consideration payable to such Effective Time Stockholder pursuant to this Agreement shall be mailed by Representative and, if known by the Company, wire transfer information for each such Effective Time Stockholder. (ii) with respect to each Change in Control Payment Recipient: (A) the aggregate Change in Control Payment payable to such Change in Control Payment Recipient out of the Initial Cash Payment; and (B) other than with respect to Change in Control Payments to be processed through payroll, the address of such Change in Control Payment Recipient where all Change in Control Payments payable to such Change in Control Payments pursuant to this Agreement shall be mailed and, if known by the Company, wire transfer information for each such Change in Control Payment Recipient. (b) The Company has prepared and delivered to Parent a flow of funds spreadsheet (the “Flow of Funds Spreadsheet” which together with the Payment Spreadsheet, shall constitute the “Consideration Spreadsheet”) setting which reflects (consistent with the information set forth all in the Preliminary Closing Financial Statements, the other portions of the following informationConsideration Spreadsheet, estimated as of the Closing Date: (a) correct names of all Company Securityholders Payoff Letters and their respective addresses, email addresses and taxpayer identification numbers as and any other Contracts applicable 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; following payments): (i) the Aggregate Company Option Exercise Price Amount and amounts payable to third parties (including each such third party’s wire instructions) for the Aggregate Company Option Payment Amount as full payment of the Closing; (j) Transaction Expenses, including without limitation, the Aggregate Company Warrant Exercise Price Amount as of Change in Control Payments that remain outstanding at the Closing and the Aggregate Company Warrant Payment Amount; (k) the Escrow Amount; Effective Time, and (lii) the Securityholders’ such other information as Parent reasonably requests. (c) The Company acknowledges and agrees that Representative Amount. In no event will the aggregate amount payable by Parent set forth and its agents shall be entitled to rely on the Consideration Spreadsheet, or Spreadsheet for purposes of making any update thereto, exceed payments hereunder. (d) The Company shall prepare in good faith and shall have delivered an estimated Consideration Spreadsheet to Parent at least three (3) business days prior to the Aggregate Closing Merger Consideration, as adjusted by the Final Adjustment AmountDate.

Consideration Spreadsheet. Attached (a) The Company has prepared and delivered to Parent a Shareholder payment spreadsheet in substantially the form attached hereto as Exhibit F H (the “Payment Spreadsheet”), which shall be certified in writing as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of the Company, setting forth the following information: (i) with respect to each Effective Time Shareholder receiving Merger Consideration: (A) the number of shares of Company Capital Stock of each class and series to be held by such Effective Time Shareholder as of immediately prior to the Effective Time (on a certificate-by-certificate basis and including certificate numbers), the date of acquisition of such shares and, for shares acquired on or after January 1, 2011, the tax basis of such shares; (B) the aggregate pro rata portion of the Merger Consideration payable to such Effective Time Shareholder after the deduction of the Transaction Expenses, including, without limitation the Change in Control Payments, in respect of all of the shares of Company Capital Stock held by such Effective Time Shareholder as of immediately prior to the Effective Time (on a certificate-by-certificate basis); which shall include (1) with respect to the Initial Merger Consideration, the amount of Initial Cash Consideration and Stock Consideration to be received by such Effective Time Share Holder and (2) with respect to the Final Cash Payment and the Deferred Payments, if any, the pro rata distribution allocation to be received by such Effective Time Shareholder upon the final determination of the aggregate amount of such Merger Consideration. (C) the total amount of Taxes required under applicable Laws to be withheld from the portion of the Merger Consideration that such Effective Time Shareholder is entitled to receive pursuant to Section 2.1(b), if any; (D) the Pro Rata Portion of such Effective Time Shareholder; and (E) the address of such Effective Time Shareholder where all Merger Consideration payable to such Effective Time Shareholder pursuant to this Agreement shall be mailed and, if known by the Company, wire transfer information for each such Effective Time Shareholder. (ii) with respect to each Change in Control Payment Recipient receiving cash and/or Parent Common Stock: (A) the aggregate Change in Control Payment, including the amounts of cash and/or Parent Common Stock, payable to such Change in Control Payment Recipient out of the Initial Merger Consideration; (B) the pro rata distribution allocation to be paid to such Change in Control Payment Recipient to be received by such Change in Control Payment Recipient upon the final determination of the aggregate amount of the Final Cash Payment or the Deferred Payments, if any, as applicable; (C) the total amount of Taxes required under applicable Laws to be withheld from the portion of the Change in Control Payment that such Change in Control Payment Recipient is entitled to receive pursuant to Section 2.1(b), if any; (D) the Pro Rata Portion of such Change in Control Payment; and (E) the address of such Change in Control Payment Recipient where all Change in Control Payments payable to such Change in Control Payments pursuant to this Agreement shall be mailed and, if known by the Company, wire transfer information for each such Change in Control Payment Recipient. (b) The Company shall prepare and deliver to Parent a flow of funds spreadsheet (the “Flow of Funds Spreadsheet” which together with the Payment Spreadsheet, shall constitute the “Consideration Spreadsheet”) setting forth all which reflects (consistent with the other portions of the following informationConsideration Spreadsheet, estimated as of the Closing Date: (a) correct names of all Company Securityholders Payoff Letters and their respective addresses, email addresses and taxpayer identification numbers as and any other Contracts applicable 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; following payments): (i) the Aggregate Company Option Exercise Price Amount and amounts payable to third parties (including each such third party’s wire instructions) for the Aggregate Company Option Payment Amount as full payment of the Closing; (j) Transaction Expenses, including without limitation, the Aggregate Company Warrant Exercise Price Amount as of Change in Control Payments that remain outstanding at the Closing and the Aggregate Company Warrant Payment Amount; (k) the Escrow Amount; Effective Time, and (lii) the Securityholders’ Representative Amount. In no event will the aggregate amount payable by such other information as Parent set forth reasonably requests. (c) The Company acknowledges and agrees that Parent and its agents shall be entitled to rely on the Consideration Spreadsheet, or Spreadsheet for purposes of making any update thereto, exceed the Aggregate Closing Merger Consideration, as adjusted by the Final Adjustment Amountpayments hereunder.

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) At least five (5) Business Days prior to the Closing, the Company shall deliver to Parent a spreadsheet (the “Form Consideration Spreadsheet”) ), prepared by the Company in good faith and setting forth all of the following informationfollowing, estimated in each case, as of the Closing Date: (a) correct names of all Company Securityholders and their respective addresses, email addresses and taxpayer identification numbers as and immediately prior to the extent available and reflected Effective Time, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the records of the Company; Consideration Spreadsheet: (bi) the amount name and type address of record of each Company Security Stockholder and the number and class, type or series of shares of Company Common Stock held by each; (ii) the names of record of each such holder of Vested Company SecurityholderOptions, and the correct certificate numbers exercise price, number of shares of Company Common Stock subject to each Vested Company Option held by such holder, and a designation of which Vested Company Options are in-the-money; (iii) the names of record of each holder of Unvested Company Options, and the exercise price, number of shares of Company Common Stock subject to each such Unvested Company Option held by such holder, vesting arrangements with respect to each such Unvested Company Security; Option (cincluding the vesting schedule, vesting commencement date, date fully vested), and a designation of which Unvested Company Options are in-the-money; (iv) the amount number of Fully Diluted Company Shares; (v) the aggregate number of Rollover Option Shares; (vi) detailed calculations of each of the following (in each case, determined without regard to withholding): (A) the Closing Cash Merger Consideration Shares; (B) the Closing Per Share Merger Consideration payable to each named Company Securityholder Stockholder for each share of Company Common Stock held by it; (C) to the extent applicable, the Additional Per Share Merger Consideration payable to each named Earnout Recipient for each share of Company Common Stock or Converted Stock Option held by it (assuming each such holder were to be entitled to receive Additional Per Share Merger Consideration); (D) to the extent applicable, the pro rata portion of any shares of Parent Common Stock payable to each named Company Stockholder in connection with expired or forfeited Converted Stock Options, as set forth in Section 3.2(b); (E) the Closingaggregate number of the Indemnification Escrow Shares to be deducted, as provided in Section 3.4(a)(i), from the Closing Merger Consideration Shares into which the shares of Company Common Stock are converted pursuant to this Agreement, together with the portion thereof attributable to each share of Company Common Stock; (F) the aggregate number of Broker Shares to be deducted from the Closing Merger Consideration Shares; (G) the Closing Exchange Ratio; (H) for each Converted Stock Option, the exercise price therefor and the number of shares of Parent Common Stock subject to such Converted Stock Option and whether such Converted Stock Option constitutes a Vested Company Option or Unvested Company Option; and (I) the aggregate number of shares of Parent Common Stock issuable upon exercise of all the Converted Stock Options. (vii) any explanatory or supporting information, including calculations, as Parent may reasonably request. (b) The Consideration Spreadsheet delivered hereunder shall be true complete and correct and shall contain the same information described in this Section 3.5, subject to Parent’s rights pursuant to Section 3.5(a)(vii). (c) The contents of the Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, and shall comport with the provisions of this Agreement, but the Company shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. Under no circumstances shall Parent or Merger Sub be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet and the parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under Article IV. (d) Nothing contained in this Section 3.5 or in the Pro Rata Portion of each Company Securityholder; (e) the manner in which any distribution of the Escrow Amount will Consideration Spreadsheet shall 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; construed or deemed to: (i) modify the Aggregate Company Option Exercise Price Amount and Company’s obligations pursuant to Section 6.2(b)(xviii) to obtain Parent’s prior consent to the Aggregate Company Option Payment Amount as issuance of any securities; or (ii) alter or amend the Closing; (j) the Aggregate Company Warrant Exercise Price Amount as definitions of the Closing and Merger Consideration Shares or the Aggregate Company Warrant Payment Amount; (k) the Indemnification 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 AmountShares.