Common use of Consideration Spreadsheet Clause in Contracts

Consideration Spreadsheet. At least five (5) Business Days prior to the Closing Date, LCV shall prepare and deliver to Subversive a written statement setting forth a list of (i) the LCV Shareholders, the holders of the LCV 2019 Notes and the holders of the LCV 2020 Warrants that are Non-U.S. Persons and the LCV Shareholders, the holders of the LCV 2019 Notes and the holders of the LCV 2020 Warrants that are U.S. Persons that are Qualified Investors (including addresses for such Persons) and (A) with respect to the LCV Shareholders, the number and class of LCV Shares held by such LCV Shareholders, and the number of Subversive Common Shares each such LCV Shareholder is entitled to receive in accordance with Section 2.02(b)(i), (B) with respect to the holders of the LCV 2019 Notes, the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV 2019 Note converted into LCV Shares pursuant to the terms of such LCV 2019 Note, and the number of Subversive Common Shares each such holder of the LCV 2019 Note is entitled to receive in accordance with Section 2.02(e)(i) and (C) with respect to the holders of the LCV 2020 Warrants, the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV ▇▇▇▇ ▇▇▇▇▇▇▇ been exercised into LCV Shares pursuant to the terms of such LCV ▇▇▇▇ ▇▇▇▇▇▇▇, and the number of Subversive Common Shares each such holder of the LCV 2020 Warrant is entitled to receive in accordance with Section 2.02(f)(i), (ii) the holders of LCV Options that are Continuing Employees, the number of LCV Class A Shares underlying the LCV Options held by such Continuing Employees, and the number of Subversive Common Shares each such Continuing Employee is entitled to receive immediately after the Effective Time upon exercise of such LCV Options in accordance with Section 2.02(d)(i), (iii) the LCV Shareholders that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares held by such LCV Shareholders, and the Closing Cash-Out Amount each such LCV Shareholder is entitled to receive in accordance with Section 2.02(b)(ii), (iv) the holders of the LCV 2019 Notes that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV 2019 Note been converted into LCV Shares pursuant to the terms of such LCV 2019 Note, and the Closing Cash-Out Amount each such holder of the LCV 2019 Note is entitled to receive in accordance with Section 2.02(e)(ii), (v) the holders of the LCV 2020 Warrants that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV ▇▇▇▇ ▇▇▇▇▇▇▇ been exercised into LCV Shares pursuant to the terms of such LCV ▇▇▇▇ ▇▇▇▇▇▇▇, and the Closing Cash-Out Amount each such holder of the LCV 2020 Warrant is entitled to receive in accordance with Section 2.02(f)(ii), (vi) the holders of LCV Options that are not Continuing Employees, the number of LCV Class A Shares underlying the LCV Options held by such holders of LCV Options, and the LCV Option Cash-Out Amount each such holder of LCV Options is entitled to receive in accordance with Section 2.02(d)(ii) (vii) the LCV Shareholders that are holders of Dissenting Shares and (viii) detailed calculations of the Closing Per Share Merger Consideration and the amount of the estimated Contingent Merger Consideration of each LCV Shareholder, each holder of the LCV 2019 Note and each holder of the LCV ▇▇▇▇ ▇▇▇▇▇▇▇ and each holder of Rollover Options, the PPP BofA Escrow Amount and the PPP ▇▇▇▇▇ Fargo Escrow Amount (the “Consideration Spreadsheet”), together with such other supporting documentation as Subversive may reasonably request. The Parties agree that LCV shall be responsible for the accuracy and completeness of the Consideration Spreadsheet and Subversive shall be entitled to rely on the Consideration Spreadsheet in making the issuances and payments under this Article II and Subversive shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. At least five (5i) No later than three Business Days prior to the Closing Date, LCV Date Socrata shall prepare and deliver to Subversive Tyler a written statement setting forth a list of spreadsheet (i) the LCV Shareholders, the holders of the LCV 2019 Notes and the holders of the LCV 2020 Warrants that are Non-U.S. Persons and the LCV Shareholders, the holders of the LCV 2019 Notes and the holders of the LCV 2020 Warrants that are U.S. Persons that are Qualified Investors (including addresses for such Persons) and (A) with respect referred to the LCV Shareholders, the number and class of LCV Shares held by such LCV Shareholders, and the number of Subversive Common Shares each such LCV Shareholder is entitled to receive in accordance with Section 2.02(b)(i), (B) with respect to the holders of the LCV 2019 Notes, the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV 2019 Note converted into LCV Shares pursuant to the terms of such LCV 2019 Note, and the number of Subversive Common Shares each such holder of the LCV 2019 Note is entitled to receive in accordance with Section 2.02(e)(i) and (C) with respect to the holders of the LCV 2020 Warrants, the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV ▇▇▇▇ ▇▇▇▇▇▇▇ been exercised into LCV Shares pursuant to the terms of such LCV ▇▇▇▇ ▇▇▇▇▇▇▇, and the number of Subversive Common Shares each such holder of the LCV 2020 Warrant is entitled to receive in accordance with Section 2.02(f)(i), (ii) the holders of LCV Options that are Continuing Employees, the number of LCV Class A Shares underlying the LCV Options held by such Continuing Employees, and the number of Subversive Common Shares each such Continuing Employee is entitled to receive immediately after the Effective Time upon exercise of such LCV Options in accordance with Section 2.02(d)(i), (iii) the LCV Shareholders that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares held by such LCV Shareholders, and the Closing Cash-Out Amount each such LCV Shareholder is entitled to receive in accordance with Section 2.02(b)(ii), (iv) the holders of the LCV 2019 Notes that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV 2019 Note been converted into LCV Shares pursuant to the terms of such LCV 2019 Note, and the Closing Cash-Out Amount each such holder of the LCV 2019 Note is entitled to receive in accordance with Section 2.02(e)(ii), (v) the holders of the LCV 2020 Warrants that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV ▇▇▇▇ ▇▇▇▇▇▇▇ been exercised into LCV Shares pursuant to the terms of such LCV ▇▇▇▇ ▇▇▇▇▇▇▇, and the Closing Cash-Out Amount each such holder of the LCV 2020 Warrant is entitled to receive in accordance with Section 2.02(f)(ii), (vi) the holders of LCV Options that are not Continuing Employees, the number of LCV Class A Shares underlying the LCV Options held by such holders of LCV Options, and the LCV Option Cash-Out Amount each such holder of LCV Options is entitled to receive in accordance with Section 2.02(d)(ii) (vii) the LCV Shareholders that are holders of Dissenting Shares and (viii) detailed calculations of the Closing Per Share Merger Consideration and the amount of the estimated Contingent Merger Consideration of each LCV Shareholder, each holder of the LCV 2019 Note and each holder of the LCV ▇▇▇▇ ▇▇▇▇▇▇▇ and each holder of Rollover Options, the PPP BofA Escrow Amount and the PPP ▇▇▇▇▇ Fargo Escrow Amount (herein as the “Consideration Spreadsheet”) setting forth the following: (A) the Estimated Closing Company Cash as set forth on the Estimated Closing Balance Sheet; (B) the Estimated Closing Working Capital as set on the Estimated Closing Balance Sheet; (C) the amount of Closing Company Debt and the holders thereof; (D) the amount of Transaction Expenses and the payees thereof; (E) a calculation by Socrata of the Total Merger Consideration; (F) the allocation by Socrata of the Total Merger Consideration, in accordance with Sections 3.1(b) and 3.1(c), together among the Stockholders, Participating Warrantholders, and the Participating Optionholders; (G) the allocation of the Working Capital Holdback among Non-Series C Stockholders, the Participating Warrantholders, and the Participating Optionholders; (H) the allocation of the Stockholders’ Representative Expense Holdback among Non-Series C Stockholders, the Participating Warrantholders, and the Participating Optionholders; (I) the allocation of the Closing Merger Consideration among the Stockholders, the Participating Warrantholders, and the Participating Optionholders; and (J) the Pro Rata Shares of the Non-Series C Stockholders, the Participating Warrantholders, and Participating Optionholders (ii) The Consideration Spreadsheet shall also set forth any required withholding amounts, in accordance with such other supporting documentation as Subversive may reasonably request. The Parties agree that LCV shall be responsible Section 3.4(g), for the accuracy and completeness any Stockholder or Participating Warrantholders. (iii) If, after initial delivery of the Consideration Spreadsheet and Subversive Spreadsheet, there shall be entitled any issuances of shares of Socrata Stock upon the exercise of In-Money Warrants or Vested In-Money Option or any transfers of shares of Socrata Stock, Socrata shall promptly, and in any event prior to rely on the Closing Date, deliver to a Tyler an appropriately updated Consideration Spreadsheet in making the that reflects such issuances and payments under this Article II and Subversive shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheettransfers.

Consideration Spreadsheet. At least five (5a) Business Days prior The Company has prepared and delivered to Parent a spreadsheet attached hereto as Exhibit H (the “Signing Spreadsheet”), certified by an authorized Person of the Company on behalf of the Company, setting forth for each record Holder of any Units or Company Warrants: (i) the name, address (including email address) and, where available, tax identification number of such Holder; (ii) the number and type of Units held by such Holder; (iii) with respect to Company Incentive Units, the threshold value for such Company Incentive Units; (iv) the number of Company Warrants held by such Holder and the exercise price for such Company Warrants; (v) such holder’s Pro Rata Percentage determined as of the date hereof; (vi) the amount of cash payable to such Holder pursuant to Section 2.7 and Section 2.8 as Closing DateCash Consideration for its Units and Company Warrants based on the preliminary statement of Net Working Capital as of June 30, LCV 2014 attached as Exhibit I (the “Preliminary NWC Statement”); (vii) the number of shares of Parent Common Stock issuable to such Holder pursuant to Section 2.7 and Section 2.8 as Closing Stock Consideration (and any cash payable to such holder in lieu of fractional shares of Parent Common Stock) for its Units and Company Warrants; (viii) the number of shares of Parent Common Stock to be deposited in respect of such Holder’s Units and Company Warrants into the Escrow Fund; (ix) the amount of cash in respect of such Holder’s Units and Company Warrants to be paid toward the Holder Representative Expense Fund; and (x) the amount of tax, if any, required by Law to be withheld from any consideration payable to such Holder as of the date hereof (including taxes required to be withheld in respect of amounts deposited in the Holder Representative Expense Fund). (b) Concurrently with the delivery of the Preliminary Closing Statement pursuant to Section 2.13, the Company shall prepare and deliver to Subversive a written statement setting forth a list of Parent an updated Signing Spreadsheet (i) the LCV Shareholdersas so updated, the holders of the LCV 2019 Notes and the holders of the LCV 2020 Warrants that are Non-U.S. Persons and the LCV Shareholders, the holders of the LCV 2019 Notes and the holders of the LCV 2020 Warrants that are U.S. Persons that are Qualified Investors (including addresses for such Persons) and (A) with respect to the LCV Shareholders, the number and class of LCV Shares held by such LCV Shareholders, and the number of Subversive Common Shares each such LCV Shareholder is entitled to receive in accordance with Section 2.02(b)(i), (B) with respect to the holders of the LCV 2019 Notes, the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV 2019 Note converted into LCV Shares pursuant to the terms of such LCV 2019 Note, and the number of Subversive Common Shares each such holder of the LCV 2019 Note is entitled to receive in accordance with Section 2.02(e)(i) and (C) with respect to the holders of the LCV 2020 Warrants, the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV ▇▇▇▇ ▇▇▇▇▇▇▇ been exercised into LCV Shares pursuant to the terms of such LCV ▇▇▇▇ ▇▇▇▇▇▇▇, and the number of Subversive Common Shares each such holder of the LCV 2020 Warrant is entitled to receive in accordance with Section 2.02(f)(i), (ii) the holders of LCV Options that are Continuing Employees, the number of LCV Class A Shares underlying the LCV Options held by such Continuing Employees, and the number of Subversive Common Shares each such Continuing Employee is entitled to receive immediately after the Effective Time upon exercise of such LCV Options in accordance with Section 2.02(d)(i), (iii) the LCV Shareholders that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares held by such LCV Shareholders, and the Closing Cash-Out Amount each such LCV Shareholder is entitled to receive in accordance with Section 2.02(b)(ii), (iv) the holders of the LCV 2019 Notes that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV 2019 Note been converted into LCV Shares pursuant to the terms of such LCV 2019 Note, and the Closing Cash-Out Amount each such holder of the LCV 2019 Note is entitled to receive in accordance with Section 2.02(e)(ii), (v) the holders of the LCV 2020 Warrants that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV ▇▇▇▇ ▇▇▇▇▇▇▇ been exercised into LCV Shares pursuant to the terms of such LCV ▇▇▇▇ ▇▇▇▇▇▇▇, and the Closing Cash-Out Amount each such holder of the LCV 2020 Warrant is entitled to receive in accordance with Section 2.02(f)(ii), (vi) the holders of LCV Options that are not Continuing Employees, the number of LCV Class A Shares underlying the LCV Options held by such holders of LCV Options, and the LCV Option Cash-Out Amount each such holder of LCV Options is entitled to receive in accordance with Section 2.02(d)(ii) (vii) the LCV Shareholders that are holders of Dissenting Shares and (viii) detailed calculations of the Closing Per Share Merger Consideration and the amount of the estimated Contingent Merger Consideration of each LCV Shareholder, each holder of the LCV 2019 Note and each holder of the LCV ▇▇▇▇ ▇▇▇▇▇▇▇ and each holder of Rollover Options, the PPP BofA Escrow Amount and the PPP ▇▇▇▇▇ Fargo Escrow Amount (the “Consideration Spreadsheet”), together certified by an authorized Person of the Company on behalf of the Company, that recalculates the information set forth in clause (a) with such other supporting documentation as Subversive may reasonably requestrespect to each Holder based on the Estimated Net Working Capital. The Parties agree that LCV Notwithstanding anything to the contrary in the Company LLC Agreement or otherwise, but subject to Section 2.9, all amounts and allocations set forth in the Consideration Spreadsheet shall be responsible for conclusive and binding on all parties. In the accuracy and completeness event of any inconsistency between the Consideration Spreadsheet and Subversive shall be entitled to rely on any provision of the Company LLC Agreement or any other document, the Consideration Spreadsheet shall control in making the issuances and payments under this Article II and Subversive shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheetall respects.

Consideration Spreadsheet. At least five (5) Business Days prior to the Closing Date, LCV shall prepare and deliver to Subversive a written statement setting forth a list of (i) the LCV Shareholders, the holders of the LCV 2019 Notes and the holders of the LCV 2020 Warrants that are Non-U.S. Persons and the LCV Shareholders, the holders of the LCV 2019 Notes and the holders of the LCV 2020 Warrants that are U.S. Persons that are Qualified Investors (including addresses for such Persons) and (A) with respect to the LCV Shareholders, the number and class of LCV Shares held by such LCV Shareholders, and the number of Subversive Common Shares each such LCV Shareholder is entitled to receive in accordance with Section 2.02(b)(i), (B) with respect to the holders of the LCV 2019 Notes, the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV 2019 Note converted into LCV Shares pursuant to the terms of such LCV 2019 Note, and the number of Subversive Common Shares each such holder of the LCV 2019 Note is entitled to receive in accordance with Section 2.02(e)(i) and (C) with respect to the holders of the LCV 2020 Warrants, the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV ▇▇▇▇ ▇▇▇▇▇▇▇ been exercised into LCV Shares pursuant to the terms of such LCV ▇▇▇▇ ▇▇▇▇▇▇▇, and the number of Subversive Common Shares each such holder of the LCV 2020 Warrant is entitled to receive in accordance with Section 2.02(f)(i), (ii) the holders of LCV Options that are Continuing Employees, the number of LCV Class A Shares underlying the LCV Options held by such Continuing Employees, and the number of Subversive Common Shares each such Continuing Employee is entitled to receive immediately after the Effective Time upon exercise of such LCV Options in accordance with Section 2.02(d)(i), (iii) the LCV Shareholders that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares held by such LCV Shareholders, and the Closing Cash-Out Amount each such LCV Shareholder is entitled to receive in accordance with Section 2.02(b)(ii), (iv) the holders of the LCV 2019 Notes that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV 2019 Note been converted into LCV Shares pursuant to the terms of such LCV 2019 Note, and the Closing Cash-Out Amount each such holder of the LCV 2019 Note is entitled to receive in accordance with Section 2.02(e)(ii), (v) the holders of the LCV 2020 Warrants that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV ▇▇▇▇ ▇▇▇▇▇▇▇ been exercised into LCV Shares pursuant to the terms of such LCV ▇▇▇▇ ▇▇▇▇▇▇▇, and the Closing Cash-Out Amount each such holder of the LCV 2020 Warrant is entitled to receive in accordance with Section 2.02(f)(ii), (vi) the holders of LCV Options that are not Continuing Employees, the number of LCV Class A Shares underlying the LCV Options held by such holders of LCV Options, and the LCV Option Cash-Out Amount each such holder of LCV Options is entitled to receive in accordance with Section 2.02(d)(ii) (vii) the LCV Shareholders that are holders of Dissenting Shares and (viii) detailed calculations of the Closing Per Share The Aggregate Merger Consideration and the amount of the estimated Contingent Merger Consideration of each LCV Shareholder, each holder of the LCV 2019 Note and each holder of the LCV ▇▇▇▇ ▇▇▇▇▇▇▇ and each holder of Rollover Options, the PPP BofA Escrow Amount and the PPP ▇▇▇▇▇ Fargo Escrow Amount shall be allocated as set forth on Schedule 1.7 (the “Consideration Spreadsheet”), together with such other supporting documentation as Subversive may reasonably request. The Parties agree Consideration Spreadsheet identifies: (i) the name, address, and email address of the Company Stockholders, Vested Company Option Holders, Non-Participating Instrument Holders and Participating Instrument Holders; (ii) dollar amounts being paid to each of the Non-Participating Instrument Holders; (iii) applicable investment amount of the Convertible Instrument held by each Participating Instrument Holder and the formula by which each such person will participate; (iv) the numbers and exercise prices of Vested Company Options held by each holder of Vested Company Options as of the Closing Date; (v) pro rata percentages and dollar amounts of the Aggregate Closing Merger Consideration, Escrow Deposit, Representative Expense Fund and any other potential distributions of funds to the Company Stockholders, Participating Instrument Holders and the Vested Company Option Holders (collectively, the “Company Interest Holders”); (vi) number of shares of Company Common Stock held by each Company Stockholder (with stock certificate numbers); (vii) the amount of Closing Cash being distributed to each Company Stockholder and (viii) any required withholding (if any) with respect to each Company Interest Holder, except for Vested Company Option Holders whose withholdings will be calculated through payroll. As used in this Agreement, the terms “pro rata”, “pro rata allocation” and “pro rata percentage” (including the pro rata percentages referenced in subsection (v) above) will be calculated as follows: (a) with respect to each Company Stockholder, the percentage will be obtained by dividing (1) the aggregate number of shares of Company Common Stock held by such Company Stockholder immediately prior to the Effective Time, by (2) the aggregate number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time, plus the aggregate number of shares of Common Stock that LCV would have been issued to the Participating Interest Holders if the Convertible Instruments had been converted into shares of Company Common Stock immediately prior to the Effective Time in accordance with the Convertible Instrument, plus the aggregate number of shares of Company Common Stock that would have been issued to the Vested Company Option Holders if the Vested Company Options had been converted into shares of Company Common Stock immediately prior to the Effective Time less the applicable per share exercise price, for each such share under the Company Option, on a net exercise basis (the total number of shares set forth in this Section 1.7(a)(2) shall be responsible for the accuracy and completeness “Fully Diluted Shares”); (b) with respect to each Participating Interest Holder, the percentage will be obtained by dividing: (1) the number of shares of Company Common Stock that would have been issued to such Participating Interest Holder had his, her or its Convertible Instruments been converted into shares of Company Common Stock immediately prior to the Effective Time in accordance with the terms of the Consideration Spreadsheet and Subversive shall Convertible Instrument, by (2) the number of Fully Diluted Shares; and (c) with respect to each Vested Company Option Holder, the percentage will be entitled obtained by dividing: (1) the number of shares of Company Common Stock that would have been issued to rely such Vested Company Option Holder if his, hers or its Vested Company Options had been converted into shares of Company Common Stock immediately prior to the Effective Time, less the applicable per share exercise price, for each such share under the Company Option, on a net exercise basis by (2) the Consideration Spreadsheet in making the issuances and payments under this Article II and Subversive shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheetnumber of Fully Diluted Shares.

Consideration Spreadsheet. (a) At least five seven (57) Business Days prior to before the Closing Dateand concurrently with the delivery of the Estimated Closing Working Capital Statement, LCV the Company shall prepare and deliver to Subversive Parent a written statement setting forth a list of (i) the LCV Shareholders, the holders of the LCV 2019 Notes and the holders of the LCV 2020 Warrants that are Non-U.S. Persons and the LCV Shareholders, the holders of the LCV 2019 Notes and the holders of the LCV 2020 Warrants that are U.S. Persons that are Qualified Investors (including addresses for such Persons) and (A) with respect to the LCV Shareholders, the number and class of LCV Shares held by such LCV Shareholders, and the number of Subversive Common Shares each such LCV Shareholder is entitled to receive in accordance with Section 2.02(b)(i), (B) with respect to the holders of the LCV 2019 Notes, the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV 2019 Note converted into LCV Shares pursuant to the terms of such LCV 2019 Note, and the number of Subversive Common Shares each such holder of the LCV 2019 Note is entitled to receive in accordance with Section 2.02(e)(i) and (C) with respect to the holders of the LCV 2020 Warrants, the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV ▇▇▇▇ ▇▇▇▇▇▇▇ been exercised into LCV Shares pursuant to the terms of such LCV ▇▇▇▇ ▇▇▇▇▇▇▇, and the number of Subversive Common Shares each such holder of the LCV 2020 Warrant is entitled to receive in accordance with Section 2.02(f)(i), (ii) the holders of LCV Options that are Continuing Employees, the number of LCV Class A Shares underlying the LCV Options held by such Continuing Employees, and the number of Subversive Common Shares each such Continuing Employee is entitled to receive immediately after the Effective Time upon exercise of such LCV Options in accordance with Section 2.02(d)(i), (iii) the LCV Shareholders that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares held by such LCV Shareholders, and the Closing Cash-Out Amount each such LCV Shareholder is entitled to receive in accordance with Section 2.02(b)(ii), (iv) the holders of the LCV 2019 Notes that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV 2019 Note been converted into LCV Shares pursuant to the terms of such LCV 2019 Note, and the Closing Cash-Out Amount each such holder of the LCV 2019 Note is entitled to receive in accordance with Section 2.02(e)(ii), (v) the holders of the LCV 2020 Warrants that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV ▇▇▇▇ ▇▇▇▇▇▇▇ been exercised into LCV Shares pursuant to the terms of such LCV ▇▇▇▇ ▇▇▇▇▇▇▇, and the Closing Cash-Out Amount each such holder of the LCV 2020 Warrant is entitled to receive in accordance with Section 2.02(f)(ii), (vi) the holders of LCV Options that are not Continuing Employees, the number of LCV Class A Shares underlying the LCV Options held by such holders of LCV Options, and the LCV Option Cash-Out Amount each such holder of LCV Options is entitled to receive in accordance with Section 2.02(d)(ii) (vii) the LCV Shareholders that are holders of Dissenting Shares and (viii) detailed calculations of the Closing Per Share Merger Consideration and the amount of the estimated Contingent Merger Consideration of each LCV Shareholder, each holder of the LCV 2019 Note and each holder of the LCV ▇▇▇▇ ▇▇▇▇▇▇▇ and each holder of Rollover Options, the PPP BofA Escrow Amount and the PPP ▇▇▇▇▇ Fargo Escrow Amount spreadsheet (the “Consideration Spreadsheet”), certified by the Principals, which shall set forth, as of the Closing Date and immediately prior to the Effective Date, the following: (i) the names and addresses of all Stockholders and the number of Shares held by such Persons; (ii) the names and addresses of all Optionholders, together with the number of Shares subject to Options held by each Optionholder, the grant date, exercise price and vesting schedule for such Options, and which Options were exercised by the Optionholder and paid for prior to Closing, and which Options have been cancelled in their entirety; (iii) the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by each Warrantholder, the grant date, exercise price and vesting schedule for such Warrants, and indicating that only Warrants with an exercise price of at least $3.00 per share shall be converted into warrants of the Parent under substantially similar terms as approved in writing by the Parent in its sole reasonable discretion, and that all other supporting documentation Warrants have been cancelled in their entirety; (iv) the names and addresses of all holders of Restricted Stock Units, together with the number of Shares subject to each of such Restricted Stock Units, the grant date, exercise price and vesting schedule for each of such Restricted Stock Units, and the number of Shares issued to each of such holders of Restricted Stock Units in connection with the applicable Restricted Stock Unit Cancellation Agreement; (v) the names and addresses of all holders of Non-Automatic Convertible Notes, together with the number of Shares subject to each of such Non-Automatic Convertible Notes, and the number of Shares issued to each of such holders of Non-Automatic Convertible Notes in connection with the applicable Note Cancellation Agreement; (vi) the names and addresses of all holders of Automatic Convertible Notes, together with the number of Shares into which each of such Automatic Convertible Notes convert into with respect to the Merger; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Stockholder's Pro Rata Share (as Subversive may reasonably request. a percentage interest and the interest in terms of number of shares) of the Closing Merger Consideration; and (ix) each Stockholder's Pro Rata Share (as a percentage interest and the interest in terms of number of shares) of the amount to be contributed to the Indemnification Escrow Fund. (b) The Parties parties agree that LCV shall be responsible for the accuracy Parent and completeness of the Consideration Spreadsheet and Subversive Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making the issuances and payments delivering shares under this Article II and Subversive Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. At least five (5) Business Days prior to the Closing Date, LCV ▇▇▇▇▇▇ shall prepare and deliver to Subversive a written statement setting forth a list of (i) the LCV Shareholders, the holders of the LCV 2019 Notes and the holders of the LCV 2020 Warrants ▇▇▇▇▇▇ Shareholders that are Non-U.S. Persons and the LCV Shareholders, the holders of the LCV 2019 Notes and the holders of the LCV 2020 Warrants ▇▇▇▇▇▇ Shareholders that are U.S. Persons that are Qualified Investors (including addresses for such Persons) and (A) with respect to the LCV Shareholders), the number and class of LCV ▇▇▇▇▇▇ Shares held by such LCV ▇▇▇▇▇▇ Shareholders, and the number of Subversive Common Shares each such LCV ▇▇▇▇▇▇ Shareholder is entitled to receive in accordance with Section 2.02(b)(i), (B) with respect to the holders of the LCV 2019 Notes, the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV 2019 Note converted into LCV Shares pursuant to the terms of such LCV 2019 Note, and the number of Subversive Common Shares each such holder of the LCV 2019 Note is entitled to receive in accordance with Section 2.02(e)(i2.01(a) and (C) with respect to the holders of the LCV 2020 Warrants, the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV ▇▇▇▇ ▇▇▇▇▇▇▇ been exercised into LCV Shares pursuant to the terms of such LCV ▇▇▇▇ ▇▇▇▇▇▇▇, and the number of Subversive Common Shares each such holder of the LCV 2020 Warrant is entitled to receive in accordance with Section 2.02(f)(i2.02(b)(i), (ii) the holders of LCV ▇▇▇▇▇▇ Options that are Continuing Employees, the number of LCV Class A ▇▇▇▇▇▇ Common Shares underlying the LCV ▇▇▇▇▇▇ Options held by such Continuing Employees, and the number of Subversive Common Shares that each such Continuing Employee is entitled to receive immediately after the Effective Time upon exercise of such LCV ▇▇▇▇▇▇ Options in accordance with Section 2.02(d)(i), (iii) the LCV ▇▇▇▇▇▇ Shareholders that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV ▇▇▇▇▇▇ Shares held by such LCV ▇▇▇▇▇▇ Shareholders, and the Closing Cash-Out Amount each such LCV ▇▇▇▇▇▇ Shareholder is entitled to receive in accordance with Section 2.02(b)(ii), (iv) the holders of the LCV 2019 Notes that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV 2019 Note been converted into LCV Shares pursuant to the terms of such LCV 2019 Note, and the Closing Cash-Out Amount each such holder of the LCV 2019 Note is entitled to receive in accordance with Section 2.02(e)(ii), (v) the holders of the LCV 2020 Warrants that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV ▇▇▇▇ ▇▇▇▇▇▇▇ been exercised into LCV Shares pursuant to the terms of such LCV ▇▇▇▇ ▇▇▇▇▇▇▇, and the Closing Cash-Out Amount each such holder of the LCV 2020 Warrant is entitled to receive in accordance with Section 2.02(f)(ii), (vi) the holders of LCV Options that are not Continuing Employees, the number of LCV Class A ▇▇▇▇▇▇ Common Shares underlying the LCV ▇▇▇▇▇▇ Options held by such holders of LCV ▇▇▇▇▇▇ Options, and the LCV ▇▇▇▇▇▇ Option Cash-Out Amount each such holder of LCV ▇▇▇▇▇▇ Options is entitled to receive in accordance with Section 2.02(d)(ii) ), (viiv) the LCV ▇▇▇▇▇▇ Shareholders that are holders of Dissenting Shares and (viiiv) detailed calculations of the Closing Transaction Consideration, Closing Common Consideration Per Share, Closing Preferred A Consideration Per Share Merger and Closing Preferred B Consideration and the amount of the estimated Contingent Merger Consideration of each LCV Shareholder, each holder of the LCV 2019 Note and each holder of the LCV ▇▇▇▇ ▇▇▇▇▇▇▇ and each holder of Rollover Options, the PPP BofA Escrow Amount and the PPP ▇▇▇▇▇ Fargo Escrow Amount Per Share (the “Consideration Spreadsheet”), together with such other supporting documentation as Subversive may reasonably request. The Parties agree that LCV ▇▇▇▇▇▇ shall be responsible for the accuracy and completeness of the Consideration Spreadsheet and Subversive shall be entitled to rely on the Consideration Spreadsheet in making the issuances and payments under this Article II and Subversive shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.