Consideration Spreadsheet. (a) Annex B to this Agreement describes the Holdings Equity deliverable in connection with the Merger, subject to any applicable adjustments contained herein. (b) At least ten (10) Business Days before the Closing and concurrently with the delivery of the Closing Statement, Target Company shall prepare and deliver to Holdings a spreadsheet (the “Consideration Spreadsheet”), certified by the Chief Executive Officer and Chief Financial Officer (or their functional equivalent) of Target Company, 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 Target Company Members and the number of Interests held by such Persons; (ii) detailed calculations of the Fully Diluted Interest Amount; and (iii) each Target Company Member’s Pro Rata Share (as a percentage interest and the interest in dollar terms) of the Merger Consideration. (c) The parties agree that Holdings and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II and Holdings and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.
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Sources: Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group Holdings, Inc.)