Common use of DELIVERY OF CALCULATIONS Clause in Contracts

DELIVERY OF CALCULATIONS. Not less than two (2) Business Days prior to the Closing Date (the “Determination Date”), the Sellers shall cause the Company to prepare and deliver to Buyer the following for Buyer’s review and approval (which shall not be unreasonably withheld, conditioned or delayed): (a) the Company’s calculation of the Upfront Purchase Price, setting forth, in reasonable detail, an estimation of each component thereof; (b) the Company’s calculation of the Upfront Stock Consideration Value, the Upfront Stock Consideration Shares, the Upfront Per Share Stock Consideration, the Upfront Per Share Cash Consideration and the Upfront Per Option Share Consideration; (c) a schedule of all Shares, including the name of the Seller holding each of the Shares, together with each Seller’s Pro Rata Share (calculated based on both (i) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Sellers and Participating Optionholders, and (ii) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Holders); (d) a schedule of all Company Options, with (i) the name of the Company Optionholder holding each Company Option, (ii) exercise price information for each Company Option as well as the Aggregate Exercise Amount, (iii) whether it is a Vested Company Option, (iv) the Company’s calculation of the Aggregate Option Payment, and (v) each Company Optionholder’s Pro Rata Share (calculated based on both (x) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Sellers and Participating Optionholders, and (y) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Holders); (e) the Company’s estimated balance sheet as of immediately prior to the Closing (the “Estimated Balance Sheet”), with separate schedules reflecting (i) the estimated Closing Cash, (ii) the estimated Company Debt, (iii) the estimated Company Transaction and Bonus Expenses and (iv) the estimated Closing Net Working Capital as well as the delta between the estimated Closing Net Working Capital and the Net Working Capital Threshold; (f) the name, address, email address and tax identification number of each Holder and: (i) in the instance of the Sellers, the amount of Buyer’s Common Stock and cash to be issued or paid to each Seller pursuant to Sections 2.1(b)(i), and 2.1(b)(ii), respectively, as well as the potential amount of Buyer’s Common Stock issuable to each Seller pursuant to Sections 2.1(b)(iv) and 2.1(b)(v) and potential cash payable to each Seller pursuant to Section 2.1(b)(vi); (ii) in the instance of Company Optionholders, the amount of cash to be paid to each Company Optionholder pursuant to Section 2.2(a)(i) as well as the potential cash payable to each Company Optionholder pursuant to Sections 2.2(a)(iii), 2.2(a)(iv) and 2.2(a)(v); and (g) a certificate of a duly authorized officer of the Company certifying the foregoing deliverables (i.e., clauses (a) through (f)). The calculations listed in the foregoing Sections 2.9(a) through 2.9(f) shall be set forth on a spreadsheet referred to herein as the “Allocation Schedule”. The Parties agree that Buyer and the Company will have the right to rely on the Allocation Schedule as setting forth a true, complete and accurate listing of all amounts due to be paid by Buyer to the Holders in exchange for Company Capital Stock and Company Options. Neither Buyer nor the Company will have any liability with respect to the allocation of any shares of Buyer’s Common Stock or cash made to the Holders in accordance with the Allocation Schedule. Notwithstanding anything in this Agreement to the contrary, the Estimated Balance Sheet and the Company’s estimation of the Closing Net Working Capital shall be consistent with the Accounting Methodology and shall reflect all vacation, sick leave, severance and/or other remuneration required by Law, Contract or policy of the Company to be paid to Employees for periods on or prior to the Closing.

DELIVERY OF CALCULATIONS. Not less than two (2) Business Days prior to the Closing Date (the “Determination Date”), the Sellers shall cause the Company to prepare and deliver to Buyer the following for Buyer’s review and approval (which shall not be unreasonably withheld, conditioned or delayed):review: (a) the Company’s calculation of the Upfront Purchase Price, setting forth, in reasonable detail, an estimation of each component thereof; (b) the Company’s calculation of the Upfront Stock Consideration Value, the Upfront Stock Consideration Shares, the Upfront Per Share Stock Consideration, the Upfront Per Share Cash Consideration Shares and the Upfront Per Option Unit Stock Consideration; provided that Buyer will provide (and Sellers may rely upon) the calculation of the Trailing Average Share ConsiderationPrice calculated as of the Agreement Date; (c) a schedule of all SharesCompany Units (including all Company Units issued as a result of the Note Conversions), including the name of the Seller holding each of the Shares, together with each Seller’s Pro Rata Share (calculated based on both (i) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Sellers and Participating Optionholders, and (ii) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Holders)Units; (d) a schedule of all Company Options, with (i) the name of the Company Optionholder holding each Company Option, (ii) exercise price information for each Company Option as well as the Aggregate Exercise Amount, (iii) whether it is a Vested Company Option, (iv) the Company’s calculation of the Aggregate Option Payment, and (v) each Company Optionholder’s Pro Rata Share (calculated based on both (x) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Sellers and Participating Optionholders, and (y) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Holders); (e) the Company’s estimated balance sheet as of immediately prior to the Closing (the “Estimated Balance Sheet”), with separate schedules reflecting (i) the estimated Closing Cash, (ii) the estimated Company Debt, (iii) the estimated Company Transaction and Bonus Expenses and (iv) the estimated Closing Net Working Capital as well as the delta between the estimated Closing Net Working Capital and the Net Working Capital Threshold; (fe) the name, address, email address and tax identification number of each Holder Seller and: (i) in the instance of the Sellers, the amount of Buyer’s Common Stock and cash to be issued or paid to each Seller pursuant to Sections Section 2.1(b)(i), and 2.1(b)(ii), respectively, as well as the potential amount of Buyer’s Common Stock shares issuable to each Seller pursuant to Sections 2.1(b)(iv) and 2.1(b)(v) and potential cash payable to each Seller pursuant to Section 2.1(b)(viSections 2.1(b)(ii) and 2.1(b)(iv), respectively; (iif) in the instance Company’s calculation of Company Optionholders, the amount of cash Taxes required to be paid withheld from any payments to each Company Optionholder pursuant to Section 2.2(a)(i) as well as the potential cash payable to each Company Optionholder pursuant to Sections 2.2(a)(iii), 2.2(a)(iv) and 2.2(a)(v)Seller under this Agreement; and (g) a certificate of a duly authorized officer of the Company certifying the foregoing deliverables (i.e., clauses (a) through (f)). The Sellers shall cause the Company to assist Buyer in the review of the calculations listed in the foregoing Sections 2.9(a2.5(a) through 2.9(f2.5(f) and will consider in good faith any comments from Buyer regarding such calculations and the amounts set forth therein. The calculations listed in the foregoing Sections 2.5(a) through 2.5(f) shall be set forth on a spreadsheet referred to herein as the “Allocation Schedule”. The Parties agree that Buyer and the Company will have the right to rely on the Allocation Schedule as setting forth a true, complete and accurate listing of all amounts due to be paid by Buyer to the Holders Sellers in exchange for Company Capital Stock Units (including all Company Units issued as a result of the Note Conversions) provided that Buyer will provide (and Company OptionsSellers may rely upon) the calculation of the Trailing Average Share Price calculated as of the Agreement Date. Neither Buyer nor the Company will have any liability with respect to the allocation of any shares of Buyer’s Common Stock or cash made to the Holders Sellers in accordance with the Allocation Schedule. Notwithstanding anything in this Agreement to the contrary, the Estimated Balance Sheet and the Company’s estimation of the Closing Net Working Capital shall be consistent with the Accounting Methodology and shall reflect all vacationand, sick leave, severance and/or other remuneration required by Law, Contract or policy of the Company to be paid to Employees for periods on or prior with respect to the Closing.Closing Net Working Capital, the sample calculation attached hereto as Exhibit A.

DELIVERY OF CALCULATIONS. Not less than two (2) Business Days prior to the Closing Date (the “Determination Date”), the Sellers Company shall cause the Company to prepare and deliver to Buyer Parent the following for BuyerParent’s review and approval (which shall not be unreasonably withheld, conditioned or delayed):approval: (a) 2.8.1 the Company’s calculation of the Upfront Purchase PriceClosing Date Merger Consideration, setting forth, in reasonable detail, an estimation of each component thereof; 2.8.2 the Company’s calculations (setting forth the individual components) of (a) the Aggregate Gross Option and Warrant Payment, (b) the Company’s calculation of Aggregate Non-Consenting Stockholder Payment, (c) the Upfront Aggregate Stock Consideration ValueAmount, (d) the Upfront Stock Consideration Shares, (e) the Upfront Per Share Stock Consideration, Allocation and (f) the Upfront Per Share Cash Consideration and the Upfront Per Option Share ConsiderationAmount; 2.8.3 the Company’s calculations of (a) the Fully Diluted Shares of Company Capital Stock, (b) the Actual Outstanding Shares of Company Capital Stock and (c) a schedule of all Shares, including the name of the Seller holding each of the Shares, together with each Seller’s Pro Rata Share (calculated based on both (i) the aggregate number of shares of Company Capital Stock (on an as converted to Company Common Stock basis) held by, or issuable upon exercise of any Vested Company Options held by, all Sellers and Participating Optionholders, and (ii) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Holders)by Non-Consenting Stockholders; (d) 2.8.4 a schedule of all Company OptionsOptions and Company Warrants, with (i) the name of the Company Optionholder holding each Company Option, (iia) exercise price information for each Company Option and Company Warrant as well as the Aggregate Exercise Amount, (iii) whether it is a Vested Company Option, (iv) the Company’s calculation of the Aggregate Option Payment, Price and (vb) each Company Optionholder’s Pro Rata Share (calculated based on both (x) the number an indication of shares of Company Capital Stock held by, or issuable upon exercise of any Vested which Company Options held by, all Sellers and Participating Optionholders, and (y) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Holders)Warrants will be in-the-money; (e) 2.8.5 the Company’s estimated balance sheet as of immediately prior to the Closing (the “Estimated Balance Sheet”), with separate schedules reflecting (ia) the estimated Closing Cash, (iib) the estimated Company Debt, (iiic) the estimated Company Transaction and Bonus Expenses and (ivd) the estimated Closing Net Working Capital as well as the delta between the estimated Closing Net Working Capital and the Net Working Capital Threshold; (f) 2.8.6 the name, address (or email address) and, email address and if known, tax identification number of each Holder and: (ia) in the instance of the SellersStockholders, (i) the amount of Buyer’s Parent Common Stock and cash to be issued or paid to each Seller Stockholder other than a Non-Consenting Stockholder pursuant to Sections 2.1(b)(i), and 2.1(b)(ii), respectively, 2.7.3(b)(i) as well as the potential amount of Buyer’s Common Stock issuable cash payable to each Seller such Stockholder pursuant to Sections 2.1(b)(iv2.7.3(b)(ii) through (iv) and 2.1(b)(v(ii) and the amount of cash to be paid to each Non-Consenting Stockholder pursuant to Section 2.7.3(c)(i) as well as the potential cash payable to each Seller Non-Consenting Stockholder pursuant to Section 2.1(b)(viSections 2.7.3(c)(ii) through (iv); (iib) in the instance of Company Optionholders, the amount of cash to be paid to each Company Optionholder pursuant to Section 2.2(a)(i2.7.4(a)(i) as well as the potential cash payable to each Company Optionholder pursuant to Sections 2.2(a)(iii), 2.2(a)(iv2.7.4(a)(ii) and 2.2(a)(vthrough (iv); and (gc) in the instance of Warrantholders, the amount of cash to be paid to each Warrantholder pursuant to Section 2.7.4(b)(i) as well as the potential cash payable to each Warrantholder pursuant to Sections 2.7.4(b)(ii) through (iv); 2.8.7 the Company’s determination of whether Taxes are required to be withheld from any payments to each Holder under this Agreement (assuming submission of a Form W-9 or Form W-8, as applicable); and 2.8.8 a certificate of a duly authorized officer of the Company certifying the foregoing deliverables (i.e., clauses (a) through (f))on behalf of the Company. The calculations listed in the foregoing Sections 2.9(a) Section 2.8.1 through 2.9(f) 2.8.8 shall be set forth on a spreadsheet referred to herein as the “Allocation Schedule”. The Parties agree that Buyer Parent, Merger Sub and the Company Surviving Corporation will have the right to rely on the Allocation Schedule as setting forth a true, complete and accurate listing of all amounts due to be paid by Buyer Parent, Merger Sub and the Company to the Holders in exchange for Company Capital Stock Stock. Parent, Merger Sub and Company Options. Neither Buyer nor the Company Surviving Corporation will not have any liability with respect to the allocation of any shares of Buyer’s Parent Common Stock or cash made to the Holders in accordance with the Allocation Schedule. Notwithstanding anything in this Agreement to the contrary, the Estimated Balance Sheet and the Company’s estimation of the Closing Net Working Capital shall be consistent with the Accounting Methodology and shall reflect all vacation, sick leave, severance and/or other remuneration required by Law, Contract or policy of the Company to be paid to Employees for periods on or prior to the ClosingClosing Date.

DELIVERY OF CALCULATIONS. Not less than two five (25) Business Days prior to the Closing Date (the “Determination Date”), the Sellers Company shall cause the Company to prepare and deliver to Buyer Parent the following for BuyerParent’s review and approval (which shall not be unreasonably withheld, conditioned or delayed):approval. (a) the Company’s calculation of the Upfront Purchase PriceCash Consideration, setting forth, in reasonable detail, an estimation of each component thereof; (b) the Company’s calculation calculations (setting forth the individual components, if applicable) of (i) the Upfront Stock Consideration Value, the Upfront Stock Consideration Shares, the Upfront Per Share Upfront Cash Consideration, (ii) the Per Share Upfront Stock Consideration, and (iii) the Upfront Per Share Cash Consideration and the Upfront Per Option Share ConsiderationFully Diluted Shares of Company Stock; (c) a schedule of all SharesCompany Options, including the name of the Seller holding each of the Shares, together with each Seller’s Pro Rata Share (calculated based on both (i) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Sellers and Participating Optionholders, and (ii) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Holders)price information; (d) a schedule of all Company Options, with (i) the name of the Company Optionholder holding each Company Option, and mailing address (iior email address) exercise price information for each Company Option as well as the Aggregate Exercise Amount, (iii) whether it is a Vested Company Option, (iv) the Company’s calculation of the Aggregate Option Payment, and (v) each Company Optionholder’s Pro Rata Share (calculated based on both (x) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Sellers and Participating Optionholders, and (y) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Holders); (e) the Company’s estimated balance sheet as of immediately prior to the Closing (the “Estimated Balance Sheet”), with separate schedules reflecting (i) the estimated Closing Cash, (ii) the estimated Company Debt, (iii) the estimated Company Transaction and Bonus Expenses and (iv) the estimated Closing Net Working Capital as well as the delta between the estimated Closing Net Working Capital and the Net Working Capital Threshold; (f) the name, address, email address and tax identification number of each Holder Seller and whether such Seller has delivered an Accredited Investor Questionnaire and whether such Seller is an Accredited Investor or a Non-Accredited Investor; and: (i) in the instance of the SellersCompany Stockholders, the amount of Buyer’s Parent Common Stock to be issued to each Seller pursuant to Section 2.6(c)(i)(A), and the amount of cash to be issued or paid to each Seller pursuant to Sections 2.1(b)(iSection 2.6(c)(i)(B), and 2.1(b)(ii), respectively, as well as the potential amount number of Buyer’s shares of Parent Common Stock issuable to be issued to each Seller pursuant to Sections 2.1(b)(iv(if applicable) and 2.1(b)(v) and potential cash payable to each Seller pursuant to Section 2.1(b)(vi2.8(b); (ii) in the instance of Company Optionholders, the number of shares of Parent Common Stock covered by Adjusted Options and the exercise price thereof, the amount of cash to be paid to each Company Optionholder Seller pursuant to Section 2.2(a)(i) 2.6(c)(ii), as well as the potential cash payable payable, if any, to each Company Optionholder such Seller pursuant to Sections 2.2(a)(iii), 2.2(a)(ivSection 2.6(c)(ii) and 2.2(a)(v(assuming for this purpose that each Company Option is fully vested immediately prior to the Closing); and (ge) a certificate of a duly authorized officer of the Company certifying the foregoing deliverables (i.e., clauses (a) through on behalf of the Company. (f)). ) The calculations listed in the foregoing Sections 2.9(a) through 2.9(f) this Section 2.12 shall be set forth on a spreadsheet referred to herein as the “Allocation SchedulePayout Spreadsheet”. The Parties agree that Buyer Parent, First Merger Sub, Second Merger Sub and the Company Surviving Entity will have the right to rely on the Allocation Schedule Payout Spreadsheet as setting forth a true, complete and an accurate listing of all amounts due to be paid by Buyer Parent, First Merger Sub, Second Merger Sub and the Company to the Holders Sellers in exchange for Company Capital Stock, Company Options, Company Restricted Stock Awards, and Company OptionsRSU Awards. Neither Buyer nor Parent, First Merger Sub, Second Merger Sub and the Company Surviving Entity will not have any liability with respect to the allocation of any shares of Buyer’s Parent Common Stock or cash made to the Holders Sellers in accordance with the Allocation Schedule. Notwithstanding anything in Payout Spreadsheet and this Agreement to the contrary, the Estimated Balance Sheet and the Company’s estimation of the Closing Net Working Capital shall be consistent with the Accounting Methodology and shall reflect all vacation, sick leave, severance and/or other remuneration required by Law, Contract or policy of the Company to be paid to Employees for periods on or prior to the ClosingAgreement.

DELIVERY OF CALCULATIONS. Not less than two (2) Business Days prior to the Closing Date (the “Determination Date”), the Sellers Company shall cause the Company to prepare and deliver to Buyer the following Parent (for BuyerParent’s review and approval (which shall not be unreasonably withheld, conditioned or delayed):approval) in writing: (a) 2.8.1 the Company’s calculation of the Upfront Purchase PriceClosing Date Merger Consideration and the Fully Diluted Shares of Company Capital Stock, setting forth, in reasonable detail, an estimation of each component thereof; (b) the Company’s calculation of the Upfront Stock Consideration Value, the Upfront Stock Consideration Shares, the Upfront Per Share Stock Consideration, the Upfront Per Share Cash Consideration and the Upfront Per Option Share Consideration; (c) a schedule of all Shares, including the name of the Seller holding each of the Shares, together with each Seller’s Pro Rata Share (calculated based on both (i) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Sellers and Participating Optionholders, and (ii) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Holders); (d) a schedule of all Company Options, with (i) the name of the Company Optionholder holding each Company Option, (ii) exercise price information for each Company Option as well as the Aggregate Exercise Amount, (iii) whether it is a Vested Company Option, (iv) the Company’s calculation of the Aggregate Option Payment, and (v) each Company Optionholder’s Pro Rata Share (calculated based on both (x) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Sellers and Participating Optionholders, and (y) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Holders); (e) 2.8.2 the Company’s estimated balance sheet as of immediately prior to the Closing (the “Estimated Balance Sheet”), with separate schedules reflecting (i) the estimated Closing Cash, (ii) the estimated Company Debt, (iii) the estimated Company Transaction and Bonus Expenses and (iv) the estimated Closing Net Working Capital as well as the delta between the estimated Closing Net Working Capital and the Net Working Capital Threshold; (f) 2.8.3 the name, address, email address and tax identification number of each Holder and: (i) in Noteholder and Management Carveout Plan Participant, the instance percentage of the SellersUpfront Noteholder Consideration Amount payable to each Noteholder, and the percentage of the Management Carveout Plan Consideration payable to each Management Carveout Plan Participant (the “Noteholders and Carveout Plan Allocation Schedule”); 2.8.4 the name, address and tax identification number of the holders of Company Capital Stock and the number of shares of Company Capital Stock (both by class or series and on an as converted to Company Common Stock basis) held by such Persons; 2.8.5 the Company’s calculation of the amount of Buyer’s Common Stock and cash Taxes (if any) required to be issued withheld from any payments to Holders or paid to each Seller pursuant to Sections 2.1(b)(i), and 2.1(b)(ii), respectively, as well as the potential amount of Buyer’s Common Stock issuable to each Seller pursuant to Sections 2.1(b)(iv) and 2.1(b)(v) and potential cash payable to each Seller pursuant to Section 2.1(b)(vi); (ii) in the instance of Company Optionholders, the amount of cash to be paid to each Company Optionholder pursuant to Section 2.2(a)(i) as well as the potential cash payable to each Company Optionholder pursuant to Sections 2.2(a)(iii), 2.2(a)(iv) and 2.2(a)(v)Management Carveout Plan Participants under this Agreement; and (g) 2.8.6 a certificate of a duly authorized officer of the Company certifying the foregoing deliverables (i.e., clauses (a) through (f))foregoing. The calculations listed in the foregoing Sections 2.9(a) Section 2.8.1 through 2.9(f) 2.8.6 shall be set forth on a spreadsheet referred to herein as the “Allocation Schedule”. The Parties agree that Buyer Parent, Merger Sub and the Company Surviving Corporation will have the right to rely on the Allocation Schedule as setting forth a true, complete and accurate listing of all amounts due to be paid by Buyer Parent, Merger Sub and the Company to the Holders in exchange for Company Capital Stock Noteholders and Company OptionsManagement Carveout Plan Participants. Neither Buyer nor Parent, Merger Sub and the Company Surviving Corporation will not have any liability with respect to the allocation of the Upfront Noteholder Consideration Amount or Management Carveout Plan Consideration, the Aggregate Per Share Consideration or any shares of Buyer’s Common Stock Post-Closing Adjustment or cash Hold-Back Amount made to the Holders Noteholders or Management Carveout Plan Participants in accordance with the Allocation Schedule. Notwithstanding anything in this Agreement to the contrary, the Estimated Balance Sheet and the Company’s estimation of the Closing Net Working Capital shall be consistent with the Accounting Methodology and shall reflect all vacation, sick leave, severance and/or other remuneration required by Law, Contract or policy of the Company to be paid to Employees for periods on or prior to the ClosingClosing Date.

DELIVERY OF CALCULATIONS. Not less than two (2) Business Days prior to the Closing Date (the “Determination Date”), the Sellers Company shall cause the Company to prepare and deliver to Buyer Parent the following for BuyerParent’s review and approval (which provided that, if the parties are unable to agree and/or the Parent does not provide its approval within two (2) Business Days, then the Company’s calculations shall not be unreasonably withheldcontrol for purposes of the Closing, conditioned or delayed):subject to Post-Closing Adjustment pursuant to Section 2.25). (a) the Company’s calculation of the Upfront Purchase PriceCash Consideration, setting forth, in reasonable detail, an estimation of each component thereof; (b) the Company’s calculation calculations (setting forth the individual components, if applicable) of (i) the Upfront Stock Consideration Value, the Upfront Stock Consideration Shares, the Upfront Per Share Upfront Cash Consideration, (ii) the Per Share Upfront Stock Consideration, and (iii) the Upfront Per Share Cash Consideration and the Upfront Per Option Share ConsiderationFully Diluted Shares of Company Stock; (c) a schedule of all SharesCompany Options, including the name of the Seller holding each of the Shares, together with each Seller’s Pro Rata Share (calculated based on both (i) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Sellers and Participating Optionholders, and (ii) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Holders)price information; (d) a schedule of all Company OptionsWarrants, with (i) the name of the Company Optionholder holding each Company Option, (ii) exercise price information for each Company Option as well as the Aggregate Exercise Amount, (iii) whether it is a Vested Company Option, (iv) the Company’s calculation of the Aggregate Option Payment, and (v) each Company Optionholder’s Pro Rata Share (calculated based on both (x) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Sellers and Participating Optionholders, and (y) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Holders)information; (e) the Company’s estimated balance sheet as of immediately prior to the Closing (the “Estimated Balance Sheet”)Closing, with separate schedules reflecting (i) the estimated Closing Cash, (ii) the estimated Company Debt, (iii) the estimated Company Transaction and Bonus Expenses and (iv) the estimated Closing Net Working Capital Capital, as well as the delta difference between the estimated Closing Net Working Capital and the Net Working Capital Threshold; (f) the name, name and mailing address (or email address, email address and tax identification number ) of each Holder Seller and whether such Company Stockholder has delivered an Accredited Investor Questionnaire and whether, to the Company’s Knowledge, such Company Stockholder is an Accredited Investor or a Non-Accredited Investor; and: (i) in the instance of Company Stockholders, the Sellersnumber of shares of Parent Common Stock to be issued to each Seller pursuant to Section 2.6(c)(ii), and the amount of Buyer’s Common Stock and cash to be issued or paid to each Seller pursuant to Sections 2.1(b)(i), and 2.1(b)(ii), respectively, as well as the potential amount of Buyer’s Common Stock issuable to each Seller pursuant to Sections 2.1(b)(iv) and 2.1(b)(v) and potential cash payable to each Seller pursuant to Section 2.1(b)(vi2.6(c)(ii); (ii) in the instance of Company Optionholders, the number of shares of Parent Common Stock and the amount of cash to be paid to each Company Optionholder pursuant to Section 2.2(a)(i2.7; (iii) as well as [Reserved]; (iv) in the potential cash payable instance of Company Warrantholders, the number of shares of Parent Common Stock to be issued to each Company Optionholder Warrantholder and the amount of cash to be paid to each Seller pursuant to Sections 2.2(a)(iiiSection 2.10; (v) the amount of cash to be paid to each Seller as their portion of the Adjustment Escrow Amount (assuming the full amount is distributed) pursuant to Section 2.25(c)(ii), 2.2(a)(iv; (vi) The portion of any Milestone Shares to be paid to each of Xxxxx Xxxxxx or Xxxxxxx Xxxxxx shall be calculated and 2.2(a)(vpaid in accordance with Section 2.21(d); and (g) a certificate of a duly authorized officer of the Company certifying the foregoing deliverables (i.e., clauses (a) through (f))on behalf of the Company. The calculations listed in the foregoing Sections 2.9(a) through 2.9(f) this Section 2.13 shall be set forth on a spreadsheet referred to herein as the “Allocation SchedulePayout Spreadsheet”. The Parties agree that Buyer Parent, First Merger Sub, Second Merger Sub and the Company Surviving Entity will have the right to rely on the Allocation Schedule Payout Spreadsheet as setting forth a true, complete and an accurate listing of all amounts due to be paid by Buyer Parent, First Merger Sub, Second Merger Sub and the Company to the Holders Sellers in exchange for Company Capital Stock, Company Options, Company Restricted Stock Awards and Company OptionsWarrants. Neither Buyer nor Parent, First Merger Sub, Second Merger Sub and the Company Surviving Entity will not have any liability with respect to the allocation of any shares of Buyer’s Parent Common Stock or cash made to the Holders Sellers in accordance with the Allocation Schedule. Notwithstanding anything in this Agreement to the contrary, the Estimated Balance Sheet Payout Spreadsheet and the Company’s estimation express terms of the Closing Net Working Capital shall be consistent with the Accounting Methodology and shall reflect all vacation, sick leave, severance and/or other remuneration required by Law, Contract or policy of the Company to be paid to Employees for periods on or prior to the Closingthis Agreement.

DELIVERY OF CALCULATIONS. Not less than two (2) Business Days prior to the Closing Date (the “Determination Date”), the Sellers Company shall cause the Company to prepare and deliver to Buyer Parent the following for BuyerParent’s review and approval (which shall not be unreasonably withheld, conditioned or delayed):approval: (a) the Company’s calculation of the Upfront Purchase Price, setting forth, in reasonable detail, an estimation of each component thereof; (b) the Company’s calculation calculations (setting forth the individual components) of (i) the Upfront Aggregate Option Payment, (ii) the Substitute Cash Payment Amount, (iii) the Stock Consideration Value, (iv) the Upfront Stock Consideration Shares, (v) the Upfront Per Share Upfront Cash Consideration, (vi) the Per Share Upfront Stock Consideration, (vii) the Upfront Per Share Cash Aggregate Upfront Consideration and (viii) the Upfront Per Option Share ConsiderationAggregate Exercise Amount; (c) a schedule the Company’s calculations of all Shares, including the name of the Seller holding each of the Shares, together with each Seller’s Pro Rata Share (calculated based on both (i) the number of shares Fully Diluted Shares of Company Capital Stock held byStock, or issuable upon exercise of any Vested Company Options held by, all Sellers and Participating Optionholders, and (ii) the aggregate number of shares Consenting Shares held by Holders that are Accredited Investors, and (iii) the aggregate number of Company Capital Stock Consenting Shares held by, or issuable upon exercise of any Vested Company Options held by, all Holders)by Holders that are not Accredited Investors; (d) a schedule of all Company Options, with (i) the name of the Company Optionholder holding each Company Option, (ii) exercise price information for each Company Option as well as the Aggregate Exercise Amount, (iii) whether it is a Vested Company Option, (iv) the Company’s calculation of the Aggregate Option Payment, and (v) each Company Optionholder’s Pro Rata Share (calculated based on both (x) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Sellers and Participating Optionholders, and (y) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Holders); (e) the Company’s estimated balance sheet as of immediately prior to the Closing (the “Estimated Balance Sheet”), with separate schedules reflecting (i) the estimated Closing Cash, (ii) the estimated Company Debt, (iii) the estimated Company Unpaid Transaction and Bonus Expenses and (iv) the estimated Closing Net Working Capital as well as the delta between the estimated Closing Net Working Capital and the Net Working Capital Threshold; (f) the name, address (and email address) and, email address and if known, tax identification number of each Holder and: (i) in for the instance of the SellersConsenting Holders, the amount of Buyer’s Parent Common Stock and to be issued to each Consenting Holder, if any, pursuant to Section 2.6(c)(i)(A), the amount of cash to be issued or paid to each Seller Consenting Holder pursuant to Sections 2.1(b)(iSection 2.6(c)(i)(B) or Section 2.6(c)(ii)(A), and 2.1(b)(ii), respectivelyas applicable, as well as the potential amount of Buyer’s cash payable and potential Parent Common Stock issuable issuable, if any, to each Seller such Consenting Holder pursuant to Sections 2.1(b)(iv2.6(c)(i)(C) and 2.1(b)(vthrough 2.6(c)(ii)(E) and potential cash payable to each Seller pursuant to Section 2.1(b)(vior Sections 2.6(c)(ii)(B) through 2.6(c)(ii)(D), as applicable; (ii) for any Holders that are not Consenting Holders, the amount of cash to be paid to each Holder pursuant to Section 2.6(c)(iii)(A), as well as the potential cash payable each such Holder pursuant to Sections 2.6(c)(iii)(B) through 2.6(c)(iii)(D), as applicable; (iii) in the instance of Company Optionholders, the amount of cash to be paid to each Company Optionholder pursuant to Section 2.2(a)(i2.7(a)(A) as well as the potential cash payable to each Company Optionholder pursuant to Sections 2.2(a)(iii), 2.2(a)(iv2.7(a)(B) and 2.2(a)(vthrough 2.7(a)(C); and (g) the Company’s determination of whether Taxes are required to be withheld from any payments to each Holder under this Agreement (assuming submission of a Form W-9 or Form W-8, as applicable); and (h) a certificate of a duly authorized officer of the Company certifying the foregoing deliverables (i.e., clauses (a) through (f))on behalf of the Company. The calculations listed in the foregoing Sections 2.9(aSection 2.10(a) through 2.9(f2.10(g) shall be set forth on a spreadsheet referred to herein as the “Allocation Schedule”. .” The Parties agree that Buyer Parent, Merger Sub A, Merger Sub B and the Surviving Company will have the right to rely on the Allocation Schedule as setting forth a true, complete and accurate listing of all amounts due to be paid by Buyer Parent, Merger Sub A, Merger Sub B and the Company to the Holders in exchange for Company Capital Stock Stock. Parent, Merger Sub A, Merger Sub B and Company Options. Neither Buyer nor the Surviving Company will not have any liability with respect to the allocation of any shares of Buyer’s Parent Common Stock or cash made to the Holders in accordance with the Allocation Schedule. Notwithstanding anything in this Agreement to the contrary, the Estimated Balance Sheet and the Company’s estimation of the Closing Net Working Capital shall be consistent with the Accounting Methodology and shall reflect all vacation, sick leave, severance and/or other remuneration required by Law, Contract or policy of any member of the Company Group to be paid to Employees for periods on or prior to the ClosingClosing Date.

DELIVERY OF CALCULATIONS. Not less than two (2) Business Days prior to the Closing Date (the “Determination Date”), the Sellers Company shall cause the Company to prepare and deliver to Buyer Parent the following for BuyerParent’s review and approval (which shall not be unreasonably withheld, conditioned or delayed):approval: (a) the Company’s calculation of the Upfront Purchase Price, setting forth, in reasonable detail, an estimation of each component thereof; (b) the Company’s calculation calculations (setting forth the individual components) of (i) the Upfront Aggregate Option Payment, (ii) the Substitute Cash Payment Amount, (iii) the Stock Consideration Value, (iv) the Upfront Stock Consideration Shares, (v) the Upfront Per Share Upfront Cash Consideration, (vi) the Per Share Upfront Stock Consideration, and (vii) the Upfront Per Share Cash Consideration and the Aggregate Upfront Per Option Share Consideration; (c) a schedule the Company’s calculations of all Shares, including the name of the Seller holding each of the Shares, together with each Seller’s Pro Rata Share (calculated based on both (i) the number of shares Fully Diluted Shares of Company Capital Stock held byStock, or issuable upon exercise of any Vested Company Options held by, all Sellers and Participating Optionholders, and (ii) the aggregate number of shares Consenting Shares held by Holders that are Accredited Investors, and (iii) the aggregate number of Company Capital Stock Consenting Shares held by, or issuable upon exercise of any Vested Company Options held by, all Holders)by Holders that are not Accredited Investors; (d) a schedule of all Company Options, with (i) the name of the Company Optionholder holding each Company Option, (ii) exercise price information for each Company Option as well as the Aggregate Exercise Amount, (iii) whether it is a Vested Company Option, (iv) the Company’s calculation of the Aggregate Option Payment, and (v) each Company Optionholder’s Pro Rata Share (calculated based on both (x) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Sellers and Participating Optionholders, and (y) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Holders); (e) the Company’s estimated balance sheet as of immediately prior to the Closing (the “Estimated Balance Sheet”), with separate schedules reflecting (i) the estimated Closing Cash, (ii) the estimated Company Debt, (iii) the estimated Company Transaction and Bonus Expenses and (iv) the estimated Closing Net Working Capital as well as the delta between the estimated Closing Net Working Capital and the Net Working Capital Threshold; (f) the name, address (or email address) and, email address and if known, tax identification number of each Holder and: (i) in for the instance of the SellersConsenting Holders, the amount of Buyer’s Parent Common Stock and to be issued to each Consenting Holder, if any, pursuant to Section 2.6(c)(ii)(A), the amount of cash to be issued or paid to each Seller Consenting Holder pursuant to Sections 2.1(b)(iSection 2.6(c)(ii)(B) or Section 2.6(c)(iii)(A), and 2.1(b)(ii), respectivelyas applicable, as well as the potential amount of Buyer’s Common cash payable and potential Parent Company Stock issuable issuable, if any, to each Seller such Consenting Holder pursuant to Sections 2.1(b)(iv2.6(c)(ii)(C) and 2.1(b)(vthrough 2.6(c)(iii)(E) and potential cash payable to each Seller pursuant to Section 2.1(b)(vior Sections 2.6(c)(iii)(B) through 2.6(c)(iii)(D), as applicable; (ii) for any Holders that are not Consenting Holders, the amount of cash to be paid to each Holder pursuant to Section 2.6(c)(iv)(A), as well as the potential cash payable each such Holder pursuant to Sections 2.6(c)(iv)(B) through 2.6(c)(iv)(D), as applicable; (iii) in the instance of Company Optionholders, the amount of cash to be paid to each Company Optionholder pursuant to Section 2.2(a)(i2.7(a)(A) as well as the potential cash payable to each Company Optionholder pursuant to Sections 2.2(a)(iii), 2.2(a)(iv2.7(a)(B) and 2.2(a)(vthrough 2.7(a)(C); and (g) the Company’s determination of whether Taxes are required to be withheld from any payments to each Holder under this Agreement (assuming submission of a Form W-9 or Form W-8, as applicable); and (h) a certificate of a duly authorized officer of the Company certifying the foregoing deliverables (i.e., clauses (a) through (f))on behalf of the Company. The calculations listed in the foregoing Sections 2.9(aSection 2.10(a) through 2.9(f2.10(g) shall be set forth on a spreadsheet referred to herein as the “Allocation Schedule”” and with respect to any calculation of shares of Parent Common Stock, which calculations shall be before giving effect to any adjustment to the Merger Consideration Share Price. The Parties agree that Buyer Parent, Merger Sub A, Merger Sub B and the Surviving Company will have the right to rely on the Allocation Schedule as setting forth a true, complete and accurate listing of all amounts due to be paid by Buyer Parent, Merger Sub A, Merger Sub B and the Company to the Holders in exchange for Company Capital Stock Stock, subject to any adjustments required by the definition of Merger Consideration Share Price. Parent, Merger Sub A, Merger Sub B and Company Options. Neither Buyer nor the Surviving Company will not have any liability with respect to the allocation of any shares of Buyer’s Parent Common Stock or cash made to the Holders in accordance with the Allocation Schedule. Notwithstanding anything in this Agreement to the contrary, the Estimated Balance Sheet and the Company’s estimation of the Closing Net Working Capital shall be consistent with the Accounting Methodology and shall reflect all vacation, sick leave, severance and/or other remuneration required by Law, Contract or policy of the Company to be paid to Employees for periods on or prior to the ClosingClosing Date.

DELIVERY OF CALCULATIONS. Not less than two (2) Business Days prior to the Closing Date (the “Determination Date”), the Sellers Company shall cause the Company to prepare and deliver to Buyer Parent the following for BuyerParent’s review and approval (which shall not be unreasonably withheld, conditioned or delayed):approval: (a) the Company’s calculation of the Upfront Purchase PriceCash Consideration, setting forth, in reasonable detail, an estimation of each component thereof; (b) the Company’s calculation calculations (setting forth the individual components, if applicable) of (i) the Upfront Stock Consideration Value, the Upfront Stock Consideration Shares, the Upfront Per Share Upfront Cash Consideration, (ii) the Per Share Upfront Stock Consideration, and (iii) the Upfront Per Share Cash Consideration and the Upfront Per Option Share ConsiderationFully Diluted Shares of Company Stock; (c) a schedule of all SharesCompany Options, including the name of the Seller holding each of the Shares, together with each Seller’s Pro Rata Share (calculated based on both (i) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Sellers and Participating Optionholders, and (ii) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Holders)price information; (d) a schedule of all Company OptionsWarrants, with (i) the name of the Company Optionholder holding each Company Option, (ii) exercise price information for each Company Option as well as the Aggregate Exercise Amount, (iii) whether it is a Vested Company Option, (iv) the Company’s calculation of the Aggregate Option Payment, and (v) each Company Optionholder’s Pro Rata Share (calculated based on both (x) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Sellers and Participating Optionholders, and (y) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Holders)Warrant; (e) the Company’s estimated balance sheet as of immediately prior to the Closing (the “Estimated Balance Sheet”), with separate schedules reflecting (i) the estimated Closing Cash, (ii) the estimated Company Debt, (iii) the estimated Company Transaction and Bonus Expenses and (iv) the estimated Closing Net Working Capital Capital, as well as the delta difference between the estimated Closing Net Working Capital and the Net Working Capital Threshold; (f) the name, name and address (or email address, email address and tax identification number ) of each Holder and: (i) in the instance of the SellersCompany Stockholders, the amount of Buyer’s Parent Common Stock and to be issued to each Holder pursuant to Section 2.6(c)(i), the amount of cash to be issued or paid to each Seller Holder pursuant to Sections 2.1(b)(iSection 2.6(c)(ii), and 2.1(b)(ii), respectively, as well as the potential amount of Buyer’s cash payable and potential Parent Common Stock issuable issuable, if any, to each Seller pursuant to Sections 2.1(b)(iv) and 2.1(b)(v) and potential cash payable to each Seller such Holder pursuant to Section 2.1(b)(vi)2.6(c)(iii) and Section 2.6(c)(iv) as applicable; (ii) in the instance of Company Optionholders, the amount of options to purchase Parent Common Stock to be issued to each Holder pursuant to Section 2.7, the amount of cash to be paid to each Company Optionholder Holder pursuant to Section 2.2(a)(i) 2.7, as well as the potential cash payable and potential Parent Common Stock issuable, if any, to each Company Optionholder such Holder pursuant to Sections 2.2(a)(iiiSection 2.7 (assuming for this purpose that each Company Option is fully vested immediately prior to the Closing); and (iii) in the instance of Company Warrantholders, the amount of Parent Common Stock to be issued to each Holder pursuant to Section 2.8(a), 2.2(a)(ivthe amount of cash to be paid to each Holder pursuant to Section 2.8(b), as well as the potential cash payable and potential Parent Common Stock issuable, if any, to each such Holder pursuant to Section 2.8(c) and 2.2(a)(v)Section 2.8(d) as applicable; and (g) a certificate of a duly authorized officer of the Company certifying the foregoing deliverables (i.e., clauses (a) through (f))on behalf of the Company. The calculations listed in the foregoing Sections 2.9(aSection 2.11(a) through 2.9(f2.11(g) shall be set forth on a spreadsheet referred to herein as the “Allocation Schedule”. The Parties agree that Buyer Parent, Merger Sub A, Merger Sub B and the Surviving Company will have the right to rely on the Allocation Schedule as setting forth a true, complete and an accurate listing of all amounts due to be paid by Buyer Parent, Merger Sub A, Merger Sub B and the Company to the Holders in exchange for Company Capital Stock Stock, Company Options and Company OptionsWarrants. Neither Buyer nor Parent, Merger Sub A, Merger Sub B and the Surviving Company will not have any liability with respect to the allocation of any shares of Buyer’s Parent Common Stock or cash made to the Holders in accordance with the Allocation Schedule. Notwithstanding anything in this Agreement to the contrary, the Estimated Balance Sheet and the Company’s estimation of the Closing Net Working Capital shall be consistent with the Accounting Methodology and shall reflect all vacation, sick leave, severance and/or other remuneration required by Law, Contract or policy of the Company to be paid to Employees for periods on or prior to the ClosingMethodology.