Common use of Aggregate True-Up Clause in Contracts

Aggregate True-Up. Any amounts owing and payable between Acquiror and Company Preferred Stockholders pursuant to any of Sections 2.08(b) and Sections 2.09(a), (b), (c) and (d) shall be set-off against any other amount or amounts owing and payable between such parties pursuant to such Sections, such that only a net amount (the “Net Adjustment Amount”) shall be paid as follows: (i) If the Net Adjustment Amount is negative and, therefore, is payable to Acquiror and if the Net Adjustment Shares are less than the number of shares in the Holdback Amount (with the shares in the Holdback Amount being valued at $0.35 per share), then within five (5) Business Days of the Final Determination Date, (A) Acquiror shall issue to the Company Preferred Stockholders (in accordance with their respective Ownership Allocations), an amount of shares of Acquiror Common Stock equal to the difference of (I) the Holdback Amount minus (II) the Net Adjustment Shares and (B) the remaining portion of the Holdback Amount (if any) shall be released to the Acquiror and may then be used by the Acquiror for any purpose. (ii) If the Net Adjustment Amount is negative and, therefore, is payable to Acquiror and if the Net Adjustment Shares are equal to or more than the number of shares in the Holdback Amount (with the shares in the Holdback Amount being valued at $0.35 per share), then the Holdback Amount will be deemed to be released in its entirety to Acquiror and may then be used by Acquiror for any purpose. (iii) If the Net Adjustment Amount is positive and, therefore, is payable to Company Preferred Stockholders, then within five (5) Business Days of the Final Determination Date, (A) Acquiror shall issue to Company Preferred Stockholders (in accordance with their respective Ownership Allocations), an amount of shares of Acquiror Common Stock equal to the Net Adjustment Amount, valued for such purposes at $0.35 per share and (B) the Holdback Amount shall be released to the Company Preferred Stockholders in accordance with their Ownership Allocation. (iv) Payment of the Net Adjustment Amount and/or Holdback Amount, if applicable, to the Company Preferred Stockholders shall be made by depositing such shares with the Exchange Agent for further distribution to the Company Preferred Stockholders. (v) The parties shall treat the payment of the Net Adjustment Amount as an adjustment to the Final Merger Consideration for Tax purposes, unless otherwise required by applicable Law.

Aggregate True-Up. Any amounts owing and payable between Acquiror Buyer and Company Preferred Stockholders Seller pursuant to any of Sections 2.08(b) and Sections 2.09(a2.4(a), (b), (c) and (d) shall be set-off against any other amount or amounts owing and payable between such parties Parties pursuant to such Sections, such that only a net amount (the “Net Adjustment Amount”) shall be paid as follows:and shall be accompanied by interest on such amounts from the due date for such payment through the date paid at the rate of ten percent (10%) per annum, compounded annually. (i) If the Net Adjustment Amount is negative andpayable to Buyer and does not exceed the Escrow Amount, thereforethen within three (3) Business Days of the Final Determination Date, Buyer and Seller shall promptly instruct the Escrow Agent to distribute (A) to Buyer, from the Escrow Account, an amount equal to the Net Adjustment Amount and (B) to Seller, the amount of the remaining Escrow Amount (if any) immediately following such distribution. (ii) If the Net Adjustment Amount is payable to Acquiror Buyer and if exceeds the Net Adjustment Shares are less than the number of shares in the Holdback Amount (with the shares in the Holdback Amount being valued at $0.35 per share)Escrow Amount, then within five three (53) Business Days of the Final Determination Date, (A) Acquiror Buyer and Seller shall issue promptly instruct the Escrow Agent to distribute to Buyer, from the Company Preferred Stockholders Escrow Account, the Escrow Amount and (in accordance with their respective Ownership Allocations), B) Seller shall pay to Buyer an amount in cash, by wire transfer of shares of Acquiror Common Stock immediately available funds, equal to the difference of (I) the Holdback Amount minus (II) the Net Adjustment Shares and (B) the remaining portion of the Holdback Amount (if any) shall be released to the Acquiror and may then be used by the Acquiror for any purpose. (ii) If between the Net Adjustment Amount is negative and, therefore, is payable to Acquiror and if the Net Adjustment Shares are equal to or more than the number of shares in the Holdback Amount (with the shares in the Holdback Amount being valued at $0.35 per share), then the Holdback Amount will be deemed to be released in its entirety to Acquiror and may then be used by Acquiror for any purposeEscrow Amount. (iii) If the Net Adjustment Amount is positive and, therefore, is payable to Company Preferred StockholdersSeller, then then, within five three (53) Business Days of the Final Determination Date, (A) Acquiror Buyer shall issue pay to Company Preferred Stockholders (in accordance with their respective Ownership Allocations), Seller an amount in cash, by wire transfer of shares of Acquiror Common Stock immediately available funds, equal to the Net Adjustment Amount, valued for such purposes at $0.35 per share Amount and (B) Buyer and Seller shall instruct the Holdback Amount shall be released Escrow Agent to distribute to Seller the Company Preferred Stockholders in accordance with their Ownership AllocationEscrow Amount. (iv) Payment of the Net Adjustment Amount and/or Holdback Amount, if applicable, to the Company Preferred Stockholders shall be made in cash by depositing such shares with the Exchange Agent for further distribution applicable Party or the Escrow Agent, as appliable, by wire transfer of immediately available funds to the Company Preferred Stockholders.account(s) designated by the Party entitled to receive payment. ​ -8- ​ ​ ​ ​ ​ ​ (v) The parties Parties agree that any payment pursuant to this Section 2.4(e) shall treat be treated, to the payment of the Net Adjustment Amount fullest extent possible under Law, as an adjustment to the Final Merger Consideration Unadjusted Purchase Price for Tax purposes, unless otherwise required by applicable Law.

Aggregate True-Up. Any amounts owing and payable between Acquiror Buyer and Company Preferred Stockholders Sellers pursuant to any of Sections 2.08(b) and Sections 2.09(a2.4(a), (b), (c) and (d) shall be set-off against any other amount or amounts owing and payable between such parties Parties pursuant to such Sectionssections, such that only a net amount (the “Net Adjustment Amount”) shall be paid, and shall be accompanied by interest on such amounts from the due date for such payment through the date paid as follows:at the rate of 10% per annum, compounded annually. (i) If the Net Adjustment Amount is negative and, therefore, is payable to Acquiror and if the Net Adjustment Shares are less than the number of shares in the Holdback Amount (with the shares in the Holdback Amount being valued at $0.35 per share)Buyer, then within five (5) three Business Days of the Final Determination Date, (A) Acquiror Buyer and Seller Representative shall issue promptly cause the Escrow Agent to the Company Preferred Stockholders distribute (in accordance with their respective Ownership Allocations)x) to Buyer, an amount of shares of Acquiror Common Stock equal to the difference of (I) the Holdback Amount minus (II) the Net Adjustment Shares Amount from the Escrow Account and (y) to Sellers, the amount of the funds (if any) remaining in the Escrow Account immediately following such distribution and (B) if the remaining portion amount of the Holdback Amount funds held in the Escrow Account at the time of the distribution pursuant to clause (if anyx) above is less than the Net Adjustment Amount, then Buyer shall be released entitled to recover from Sellers an amount in cash, by wire transfer of immediately available funds, equal to the Acquiror and may then be used by Net Adjustment Amount less any amount paid from the Acquiror for any purpose.Escrow Account; and (ii) If the Net Adjustment Amount is negative and, therefore, is payable to Acquiror and if the Net Adjustment Shares are equal to or more than the number of shares in the Holdback Amount (with the shares in the Holdback Amount being valued at $0.35 per share)Sellers, then the Holdback Amount will be deemed to be released in its entirety to Acquiror and may then be used by Acquiror for any purpose. (iii) If the Net Adjustment Amount is positive andthen, therefore, is payable to Company Preferred Stockholders, then within five (5) three Business Days of the Final Determination Date, (A) Acquiror Buyer shall issue to Company Preferred Stockholders (in accordance with their respective Ownership Allocations), pay an amount in cash, by wire transfer of shares of Acquiror Common Stock immediately available funds, equal to the Net Adjustment Amount, valued for such purposes at $0.35 per share Amount to Sellers and (B) Buyer and Seller Representative shall cause the Holdback Amount shall be released Escrow Agent to distribute to Sellers all of the Company Preferred Stockholders funds held in accordance with their Ownership Allocationthe Escrow Account. (iviii) Payment of the Net Adjustment Amount and/or Holdback Amount, if applicable, to the Company Preferred Stockholders shall be made in cash by depositing such shares with the Exchange Agent for further distribution applicable Party by wire transfer of immediately available funds to the Company Preferred Stockholdersapplicable accounts set forth on Exhibit C. Any amounts payable to or by Sellers pursuant to this Section 2.4 shall paid by or to them, as applicable, in accordance with their respective Pro Rata Shares. (v) The parties shall treat the payment of the Net Adjustment Amount as an adjustment to the Final Merger Consideration for Tax purposes, unless otherwise required by applicable Law.