Common use of Merger Consideration Spreadsheet Clause in Contracts

Merger Consideration Spreadsheet. At the Closing, the Company will cause to be prepared and delivered to Parent a spreadsheet, in customary form reasonably acceptable to Parent, dated and setting forth as of the Closing the following information relating to the holders of Company Common Stock and Preferred Stock: (a) the names and addresses (including email addresses), of all such holders; (b) the number and type of Company Capital Stock held by such holders and, the respective Certificate numbers held; (c) the cash and Parent shares payable to each such holder pursuant to this Agreement on the Closing Date and the Closing Date Balance Statement; (d) the Parent Shares to be contributed to the Escrow on behalf of each such holder; and (e) such other information relevant thereto that may be necessary for Wilmington Trust Corporation or such other escrow agent as Parent and the Company may mutually agree (the “Escrow Agent”) to undertake its obligations with respect to the Parent Shares and that the Escrow Agent requests at least two (2) Business Days before the Closing Date (the “Merger Consideration Spreadsheet”). Prior to the distribution of each of the Escrow and the Earnout Amount, the Holders’ Agent shall cause to be prepared and delivered to Parent a revised spreadsheet setting forth as of the date for distribution of any portion of the Escrow or the Earnout Amount, the Parent Shares payable to each holder of Company Common Stock and Preferred Stock pursuant to this Agreement in connection and as of the date of the distribution of such amounts. For purposes of the distribution of Parent Shares to Company Stockholders pursuant to this Agreement, the Parent Shares so payable shall be valued at the fair market value of such Parent Shares, which fair market value shall be the trailing five day average closing price of such Parent Shares ending on the trading day immediately prior to the date that such Parent Shares become eligible for distribution if such Parent Shares are then publicly traded and if such Parent Shares are not then publicly traded, shall be reasonably determined by the Holders’ Agent. The Merger Consideration Spreadsheet and all revisions thereto shall be consistent with the Company’s certificate of incorporation in effect as of immediately prior to the Effective Time.

Merger Consideration Spreadsheet. (i) The Merger Consideration Spreadsheet sets forth (i) the name of each Company Holder, (ii) the address of each Company Holder, (iii) the telephone number and facsimile number for each Company Holder, (iv) each Company Holder’s Cash Pro-Rata Portion, (v) each Company Holder’s Earnout Pro-Rata Portion and (vi) each Company Holder’s Escrow Pro-Rata Portion. (ii) At the Closing, the Company will cause shall deliver to Buyer an updated Merger Consideration Spreadsheet setting forth (i) the name of each Company Holder, (ii) the address of each Company Holder, (iii) the telephone number and facsimile number for each Company Holder, (iv) the final calculation of each Company Holder’s Cash Pro-Rata Portion, (v) the final calculation of each Company Holder’s Earnout Pro-Rata Portion and (vi) the final calculation of each Company Holder’s Escrow Pro-Rata Portion. The Company hereby represents and warrants that such updated Merger Consideration Spreadsheet shall be true and correct in all respects. Following the Closing, each Company Holder shall notify the Stockholder Representative in writing of any change to such Company Holder’s address, telephone number or facsimile number and the Stockholder Representative shall inform Buyer in writing of any such change not less than 20 calendar days prior to the end of any Earnout Year. The Company and the Stockholder Representative acknowledge that Buyer is relying on the accuracy of the Merger Consideration Spreadsheet in distributing the Merger Consideration in accordance with this Agreement. (iii) Upon payment of the appraised value of any Dissenting Shares, the Merger Consideration Spreadsheet shall be deemed to be prepared automatically updated to (i) delete (A) the name of each Company Stockholder of Dissenting Shares, (B) the address of each Company Stockholder of Dissenting Shares, (C) the telephone number and delivered to Parent a spreadsheetfacsimile number for each Company Stockholder of Dissenting Shares, (D) the final calculation of each Company Stockholder of Dissenting Shares’ Cash Pro-Rata Portion, (E) the final calculation of each Company Stockholder of Dissenting Shares’ Earnout Pro-Rata Portion and (F) the final calculation of each Company Stockholder of Dissenting Shares’ Escrow Pro-Rata Portion, (ii) in customary form reasonably acceptable to the event any payments made by Parent, dated and setting forth as Buyer, the Merger Sub or the Surviving Corporation after the Effective Time with respect to any Dissenting Shares are less that the portion of the Closing the following information relating Initial Merger Consideration to which the holders of Company Common Stock and Preferred Stock: (a) the names and addresses (including email addresses), of all such holders; (b) the number and type of Company Capital Stock held by Dissenting Shares would have been entitled had such holders andDissenting Shares not been Dissenting Shares, the respective Certificate numbers held; (c) the cash and Parent shares payable to Cash Pro-Rata Portion of each such holder pursuant to this Agreement on the Closing Date and the Closing Date Balance Statement; (d) the Parent Shares to remaining Company Holder shall be contributed increased retroactively to the Escrow on behalf time of Closing by each such holder; and (e) such other information relevant thereto that may be necessary for Wilmington Trust Company Holder’s Earnout Pro-Rata Portion of the amount by which the payments made by Parent, Buyer, the Merger Sub or the Surviving Corporation or such other escrow agent as Parent and after the Company may mutually agree (the “Escrow Agent”) to undertake its obligations Effective Time with respect to the Parent any Dissenting Shares and are less that the Escrow Agent requests at least two (2) Business Days before the Closing Date (the “Merger Consideration Spreadsheet”). Prior to the distribution of each of the Escrow and the Earnout Amount, the Holders’ Agent shall cause to be prepared and delivered to Parent a revised spreadsheet setting forth as of the date for distribution of any portion of the Escrow or Initial Merger Consideration to which the holders of such Dissenting Shares would have been entitled had such Dissenting Shares not been Dissenting Shares, (iii) the Earnout Amount, Pro-Rata Portion of each remaining Company Holder shall be increased retroactively to the Parent Shares payable to time of Closing by each holder Company Holder’s Earnout Pro-Rata Portion of Company Common Stock and Preferred Stock the aggregate Earnout Pro-Rata Portion eliminated pursuant to this Agreement in connection (i)(E) above, and as (iv) the Escrow Pro-Rata Portion of each remaining Company Holder shall be increased retroactively to the time of Closing by each Company Holder’s Earnout Pro-Rata Portion of the date of the distribution of such amounts. For purposes of the distribution of Parent Shares to Company Stockholders aggregate Escrow Pro-Rata Portion eliminated pursuant to this Agreement, the Parent Shares so payable shall be valued at the fair market value of such Parent Shares, which fair market value shall be the trailing five day average closing price of such Parent Shares ending on the trading day immediately prior to the date that such Parent Shares become eligible for distribution if such Parent Shares are then publicly traded and if such Parent Shares are not then publicly traded, shall be reasonably determined by the Holders’ Agent. The Merger Consideration Spreadsheet and all revisions thereto shall be consistent with the Company’s certificate of incorporation in effect as of immediately prior to the Effective Time(i)(F) above.

Merger Consideration Spreadsheet. At the Closing, the Company will cause to be prepared and delivered to Parent a spreadsheet, in customary form reasonably acceptable to Parent, dated and setting forth as of the Closing the following information relating to the holders of Company Common Stock and Preferred Stock: (a) Parent and the names Exchange Agent shall be entitled to rely conclusively on the information set forth in the Merger Consideration Spreadsheet with respect to distribution of the Merger Consideration, and addresses (including email addresses), no Person shall have any cause of all action against Parent or the Exchange Agent for any action taken by Parent or the Exchange Agent in accordance with and in reliance upon any such holders; information. (b) the number and type of The Company Capital Stock held by such holders and, the respective Certificate numbers held; (c) the cash and shall deliver to Parent shares payable at least two business days prior to each such holder pursuant to this Agreement on the Closing Date and the Closing Date Balance Statement; (d) the Parent Shares to be contributed to the Escrow on behalf of each such holder; and (e) such other information relevant thereto that may be necessary for Wilmington Trust Corporation or such other escrow agent as Parent and the Company may mutually agree (the “Escrow Agent”) to undertake its obligations with respect to the Parent Shares and that the Escrow Agent requests at least two (2) Business Days before the Closing Date a spreadsheet (the “Merger Consideration Spreadsheet”). Prior to ) setting forth (i) the distribution name and address of each Company Shareholder and Terminating Warrantholder, (ii) the number of the Escrow and the Earnout Amount, the Holders’ Agent shall cause to be prepared and delivered to Parent a revised spreadsheet setting forth as of the date for distribution of any portion of the Escrow or the Earnout Amount, the Parent Shares payable to each holder shares of Company Common Capital Stock of each class and Preferred Stock pursuant series held by each such Company Shareholder and Terminating Warrantholder (assuming all Terminated Warrant Shares attributable to this Agreement in connection and as of the date of the distribution of such amounts. For purposes of the distribution of Parent Shares to Company Stockholders pursuant to this Agreement, the Parent Shares so payable shall be valued at the fair market value of Terminating Warrantholder are outstanding for such Parent Shares, which fair market value shall be the trailing five day average closing price of such Parent Shares ending on the trading day immediately prior to the date that such Parent Shares become eligible for distribution if such Parent Shares are then publicly traded and if such Parent Shares are not then publicly traded, shall be reasonably determined by the Holders’ Agent. The Merger Consideration Spreadsheet and all revisions thereto shall be consistent with the Company’s certificate of incorporation in effect as of purpose) immediately prior to the Effective Time, (iii) the type of consideration each such Company Shareholder and Terminating Warrantholder is eligible to receive pursuant to their Accredited Investor Form, (iv) the estimated Closing Consideration, including a calculation of the Aggregate Option Proceeds and estimates of the Closing Company Merger Costs (including reasonable detail as to the parties or expenses to be paid and reasonable support for the relevant amounts, and wiring or other payment instructions for such parties and expenses) and each of its other components, (v) the estimated Closing Consideration that each such Company Shareholder and Terminating Warrantholder is entitled to receive pursuant to Section 2.1, (vi) the estimated Escrow Funds being contributed by Parent on behalf of each Company Shareholder and Terminating Warrantholder pursuant to Section 2.9, as both an amount and a percentage of the Escrow Funds, and (vii) the Milestone Merger Consideration that such Company Shareholder and Terminating Warrantholder is entitled to receive upon the achievement of each Milestone pursuant to Section 2.5. (c) At the Closing, the Company shall deliver to Parent (i) an updated Merger Consideration Spreadsheet setting forth the final calculations of the amounts, or percentages, as applicable, due to each Company Shareholder and Terminating Warrantholder, calculated in accordance with the provisions of this Section 2, along with updated and final information for all other information contained in the Merger Consideration Spreadsheet, and (ii) a complete and correct updated Section 3.3 of the Company Disclosure Schedule.

Merger Consideration Spreadsheet. At the ClosingThe Company shall deliver to Acquiror, the Escrow Agent and the Exchange Agent a spreadsheet (the "Spreadsheet"), which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and the Chief Financial Officer of the Company will cause to be prepared and delivered to Parent a spreadsheet, in customary form reasonably acceptable to Parent, dated and setting forth as of the Closing and which shall separately list, as of the following information relating to the Closing, (i) all holders of Company Common Stock and Preferred Stock: (a) Stock and their respective addresses, the names and addresses number of shares of Company Capital Stock held by such Persons (including email addresseswhether such shares are Company Common Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock or Series C-1 Preferred Stock), the total amount of all Merger Consideration to be paid to such holders; (b) the number and type Persons in respect of each class of Company Capital Stock held by such holders and(including the portion of the Net Cash Consideration to be paid to such Persons as of the Closing, the portion of the Stock Consideration (if applicable) to be paid to such Persons as of the Closing and the amount to be deposited on such Persons' behalves (if applicable) as part of the Initial Escrow Amount (and such Persons' respective Certificate numbers held; pro rata entitlements (cif applicable) to (x) the cash and Parent shares payable to each such holder pursuant to this Agreement on the Closing Date and the Closing Date Balance Statement; (d) the Parent Shares to be contributed to the Escrow on behalf of each such holder; Fund and (ey) in the instance of former holders of Company Common Stock, as applicable, a portion of any Working Capital Price Increase as set forth in Section 2.11(f)), as well as such other information relevant thereto that may be necessary for Wilmington Trust Corporation or such other escrow agent as Parent and the Company may mutually agree (the “Escrow Agent”) to undertake its obligations with respect to the Parent Shares and that which Acquiror, the Escrow Agent requests at least two or the Exchange Agent may reasonably request, and (2ii) Business Days before the Closing Date (the “Merger Consideration Spreadsheet”). Prior to the distribution all holders of each of the Escrow In-the-Money Options and the Earnout Amounttheir respective addresses, the Holders’ Agent shall cause to be prepared and delivered to Parent a revised spreadsheet setting forth as number of the date for distribution of any portion of the Escrow or the Earnout Amount, the Parent Shares payable to each holder shares of Company Common Stock and Preferred Stock pursuant to this Agreement in connection and as of the date of the distribution of underlying such amounts. For purposes of the distribution of Parent Shares to Company Stockholders pursuant to this AgreementIn-the-Money Options, the Parent Shares so payable shall be valued at the fair market value of exercise prices applicable to such Parent Shares, which fair market value shall be the trailing five day average closing price of such Parent Shares ending on the trading day immediately prior to the date that such Parent Shares become eligible for distribution if such Parent Shares are then publicly traded and if such Parent Shares are not then publicly traded, shall be reasonably determined by the Holders’ Agent. The Merger Consideration Spreadsheet and all revisions thereto shall be consistent with the Company’s certificate of incorporation in effect In-the-Money Options as of immediately prior to the Effective Time, the total amount of Merger Consideration to be paid to such Persons (including the portion of the Net Cash Consideration to be paid to such Persons as of the Closing and the amount to be deposited on such Persons' behalves as part of the Initial Escrow Amount (and such Persons' respective pro rata entitlements to (x) the Escrow Fund and (y) as applicable, a portion of any Working Capital Price Increase as set forth in Section 2.11(f)), as well as such other information relevant thereto or which Acquiror, the Escrow Agent or the Exchange Agent may reasonably request. The Company shall deliver the Spreadsheet to Acquiror, the Escrow Agent and the Exchange Agent no later than the later of (i) five (5) Business Days prior to the expected Closing Date or (ii) two (2) Business Days after the first (1st) Business Day upon which the Net Cash Consideration can be determined (i.e., because the components thereof are known).

Merger Consideration Spreadsheet. At the Closing, the Company will cause to be prepared and delivered to Parent a spreadsheet, in customary form reasonably acceptable to Parent, dated and setting forth as of the Closing the following information relating to the holders of Company Common Stock and Preferred Stock: (a) Parent, the names Surviving Corporation and addresses (including email addresses)the Exchange Agent shall be entitled to rely conclusively on the information set forth in the Merger Consideration Spreadsheet with respect to distribution of the Merger Consideration, the Management Carve-Out Plan Closing Payment, the Management Carve-Out Plan Participants’ percentage interests under the Management Carve-Out Plan and the Closing Option Payments, and no Person shall have any cause of all action against Parent, the Surviving Corporation or the Exchange Agent for any action taken by Parent or the Exchange Agent in accordance with and in reliance upon any such holders; information. (b) the number and type of The Company Capital Stock held by such holders and, the respective Certificate numbers held; (c) the cash and shall deliver to Parent shares payable to each such holder pursuant to this Agreement on the Closing Date and the Closing Date Balance Statement; (d) the Parent Shares to be contributed to the Escrow on behalf of each such holder; and (e) such other information relevant thereto that may be necessary for Wilmington Trust Corporation or such other escrow agent as Parent and the Company may mutually agree (the “Escrow Agent”) to undertake its obligations with respect to the Parent Shares and that the Escrow Agent requests at least two (2) Business Days before business days prior to the Closing Date a spreadsheet (the “Merger Consideration Spreadsheet”). Prior to ) setting forth (i) the distribution name and address of each Company Stockholder, holder of the Escrow Company Options, Management Carve-Out Plan Participant and the Earnout Amountholder of Bridge Notes, the Holders’ Agent shall cause to be prepared and delivered to Parent a revised spreadsheet setting forth as of the date well as wire instructions for distribution of any portion of the Escrow or the Earnout Amount, the Parent Shares payable to each holder of Company Common Stock Options, Management Carve-Out Plan Participant, holder of Bridge Notes and Preferred Stock pursuant any other Company Stockholder who desires to this Agreement receive their Management Carve-Out Plan Closing Payment, if applicable, or the cash portion of any Merger Consideration or Closing Option Payments to which they are entitled via wire transfer, (ii) the aggregate principal amount of Bridge Notes and the accrued and unpaid interest thereon held by each such holder of Bridge Notes calculated through the Closing Date, (iii) if any holder of Bridge Notes elects to receive the two times (2x) cash payment provided for in the Bridge Notes in connection and as of with the date of the distribution of such amounts. For purposes of the distribution of Parent Shares to Company Stockholders pursuant to this AgreementClosing, the Parent Shares so total amount of cash payable shall be valued at with respect to such Bridge Notes assuming the fair market value Closing occurs, (iv) if any holder of Bridge Notes elects to convert such Parent Shares, which fair market value shall be the trailing five day average closing price Bridge Notes to shares of such Parent Shares ending on the trading day Company Series A Stock effective immediately prior to the date that Closing, the total number of Company Series A Stock into which such Parent Shares become eligible for distribution if Bridge Notes will convert assuming the Closing occurs, (v) the number of shares of Company Capital Stock of each class and series held by each such Parent Shares are then publicly traded Company Stockholder immediately prior to the Effective Time and if such Parent Shares are not then publicly traded, shall be reasonably determined by the Holders’ Agent. The Merger Consideration Spreadsheet and all revisions thereto shall be consistent with the Company’s certificate number of incorporation in effect as shares of Company Common Stock subject or related to Company Options outstanding immediately prior to the Effective Time., (vi) identification of each Company Stockholder and holder of Company Options as an Accredited Investor or an unaccredited investor, (vii) the estimated Closing Consideration and calculation of the aggregate Closing Option Payments, including estimated Company Cash at Closing, estimated Company Indebtedness at Closing, a calculation of the Closing Company Merger Costs (including reasonable detail as to the parties or expenses to be paid and reasonable support for the relevant amounts, and wiring or other payment instructions for such parties and expenses) and each of its other components, (viii) the estimated Closing Consideration and Closing Option Payment that each such Company Stockholder and holder of Company Options is entitled to receive pursuant to Section 2.1 and 2.2, (ix) the estimated Escrow Funds being contributed by Parent on behalf of each Company Stockholder pursuant to Section 2.9, as both an amount and a percentage of the Escrow Funds, (x) the Milestone Merger Consideration that such Company Stockholder and holder of Company Options is entitled to receive upon the achievement of each Milestone pursuant to Section 2.5, (xi) an estimate of the aggregate Management Carve-Out Plan Closing Payment and the estimated portion of the Management Carve-Out Plan Closing Payment to which each participant in the Management Carve-Out Plan is entitled and (xii) an estimate of the aggregate Management Carve-Out Plan Milestone Payment and the estimated portion of the Management Carve-Out Plan Milestone

Merger Consideration Spreadsheet. At the Closing, the Company will cause to be prepared and delivered to Parent a spreadsheet, in customary form reasonably acceptable to Parent, dated and setting forth as of the Closing the following information relating to the holders of Company Common Stock and Preferred Stock: (a) Parent, Paying Agent and the names Securityholders’ Representative shall be entitled to rely conclusively on the information set forth in the Merger Consideration Spreadsheet with respect to distribution of the Merger Consideration, and addresses (including email addresses)no Person shall have any cause of action against Parent, of all the Paying Agent or the Securityholders’ Representative for any action taken by Parent, the Paying Agent or the Securityholders’ Representative in accordance with and in reliance upon any such holders; information. (b) the number and type of The Company Capital Stock held by such holders and, the respective Certificate numbers held; (c) the cash and shall deliver to Parent shares payable to each such holder pursuant to this Agreement on the Closing Date and the Closing Date Balance Statement; (d) the Parent Shares to be contributed to the Escrow on behalf of each such holder; and (e) such other information relevant thereto that may be necessary for Wilmington Trust Corporation or such other escrow agent as Parent and the Company may mutually agree (the “Escrow Agent”) to undertake its obligations with respect to the Parent Shares and that the Escrow Agent requests at least two (2) Business Days before business days prior to the Closing Date a spreadsheet (the “Merger Consideration Spreadsheet”). Prior ) setting forth: (i) the name and address of each Company Stockholder, each Company Option Holder and each Company Warrant Holder, (ii) the number of shares and class of Company Capital Stock held by each such Company Stockholder and underlying each Company Option and each Company Warrant, immediately prior to the distribution of each of Effective Time, (iii) the Escrow and the Earnout Amount, the Holders’ Agent shall cause to be prepared and delivered to Parent a revised spreadsheet setting forth as of the date for distribution of any portion of the Escrow or the Earnout Amount, the Parent Shares Series D Liquidation Preference Amount payable to each holder of Company Common Stock Series D Preferred Stock, (iv) the Persons to whom Company Merger Costs and Preferred Stock pursuant Change of Control Expenses are payable at Closing (and the amounts payable to this Agreement in connection each such Person), (v) the Persons to whom Company Indebtedness is payable at Closing (and as the amounts payable to each such Person), (vi) the respective portion of the date aggregate Initial Consideration payable to each Company Stockholder, (vii) the Option Cash-Out Amount payable to each Company Option Holder and the Warrant Cash-Out Amount payable to each Company Warrant Holder, (viii) the respective portion of the distribution aggregate Contingent Consideration, if any, payable to each Company Stockholder, Company Option Holder and Company Warrant Holder, (ix) the amounts at Closing of such amounts. For purposes each of the distribution of Parent Shares to Escrow Funds set forth in Section 2.6(a)(i), (ii) and (iii) and the Representative Reimbursement Fund set forth in Section 2.6(a)(iv), as well as the amounts payable into the General Escrow Fund within the General Escrow Period, and (x) each Company Stockholders pursuant to this AgreementSecurityholder’s Initial Pro Rata Portion and Contingent Pro Rata Portion. (c) At the Closing, the Company shall deliver to Parent Shares so payable shall be valued at the fair market value of such Parent Shares, which fair market value shall be the trailing five day average closing price of such Parent Shares ending on the trading day immediately prior to the date that such Parent Shares become eligible for distribution if such Parent Shares are then publicly traded and if such Parent Shares are not then publicly traded, shall be reasonably determined by the Holders’ Agent. The an updated Merger Consideration Spreadsheet setting forth the final calculations of the amounts due at Closing to each recipient of Initial Consideration, and all revisions thereto setting forth a framework for calculating the amounts which shall be consistent due to each recipient of Contingent Consideration, if any, each as calculated in accordance with the Company’s certificate provisions of incorporation in effect as of immediately prior to the Effective Timethis Section 2.

Merger Consideration Spreadsheet. At the Closing, the Company will cause to be prepared and delivered to Parent a spreadsheet, in customary form reasonably acceptable to Parent, dated and setting forth as of the Closing the following information relating to the holders of Company Common Stock and Preferred Stock: (a) Parent and the names Exchange Agent shall be entitled to rely conclusively on the information set forth in the Merger Consideration Spreadsheet with respect to distribution of the Merger Consideration, and addresses (including email addresses), no Person shall have any cause of all action against Parent or the Exchange Agent for any action taken by Parent or the Exchange Agent in accordance with and in reliance upon any such holders; information. (b) the number and type of The Company Capital Stock held by such holders and, the respective Certificate numbers held; shall deliver to Parent at least five (c5) the cash and Parent shares payable days prior to each such holder pursuant to this Agreement on the Closing Date and the Closing Date Balance Statement; (d) the Parent Shares to be contributed to the Escrow on behalf of each such holder; and (e) such other information relevant thereto that may be necessary for Wilmington Trust Corporation or such other escrow agent as Parent and the Company may mutually agree (the “Escrow Agent”) to undertake its obligations with respect to the Parent Shares and that the Escrow Agent requests at least two (2) Business Days before the Closing Date a spreadsheet (the “Merger Consideration Spreadsheet”). Prior to ) setting forth: (A) (i) the distribution name and address of each Company Stockholder, (ii) the number of the Escrow shares and the Earnout Amount, the Holders’ Agent shall cause to be prepared and delivered to Parent a revised spreadsheet setting forth as of the date for distribution of any portion of the Escrow or the Earnout Amount, the Parent Shares payable to each holder class of Company Common Capital Stock and Preferred Stock pursuant to this Agreement in connection and as of the date of the distribution of held by each such amounts. For purposes of the distribution of Parent Shares to Company Stockholders pursuant to this Agreement, the Parent Shares so payable shall be valued at the fair market value of such Parent Shares, which fair market value shall be the trailing five day average closing price of such Parent Shares ending on the trading day immediately prior to the date that such Parent Shares become eligible for distribution if such Parent Shares are then publicly traded and if such Parent Shares are not then publicly traded, shall be reasonably determined by the Holders’ Agent. The Merger Consideration Spreadsheet and all revisions thereto shall be consistent with the Company’s certificate of incorporation in effect as of Stockholder immediately prior to the Effective Time, (iii) the aggregate Merger Consideration that each such Company Stockholder is entitled to receive with respect to such shares pursuant to Section 2.1(c) and (iv) the aggregate portion of the Escrow Funds that each Company Stockholder may be entitled to receive pursuant to Section 2.1(c) as of the Closing Date, such aggregate portion determined by reference to the aggregate amount contributed to the Escrow Funds by each such Company Stockholder that receives a portion of the Merger Consideration and each Carve-Out Participant (such Company Stockholders and such Carve-Out Participant, collectively, the “Escrow Contributors” and each individually, an “Escrow Contributor”), and (B) the name and address of each Carve-Out Participant, (ii) the amount to be paid by Parent to each Carve-Out Participant and (iii) the aggregate portion of the Escrow Funds that each Carve-Out Participant may be entitled to receive pursuant to Section 2.9 as of the Closing Date, such aggregate portion determined by reference to the aggregate amount contributed by the Escrow Contributors. (c) At the Closing, the Company shall deliver to Parent an updated Merger Consideration Spreadsheet setting forth the final calculations of the amounts, or percentages, as applicable, due to each Merger Consideration Recipient and Carve-Out Participant, calculated in accordance with the provisions of this Section 2, along with updated and final information for all other information contained in the Merger Consideration Spreadsheet.