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 Company shall prepare and deliver to Parent the following for Parent’s review and approval: 2.8.1 the Company’s calculation of the Closing 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 Aggregate Non-Consenting Stockholder Payment, (c) the Aggregate Stock Consideration Amount, (d) the Stock Consideration Shares, (e) the Per Share Allocation and (f) the Per Share Cash Amount; 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) the aggregate number of shares of Company Capital Stock (on an as converted to Company Common Stock basis) held by Non-Consenting Stockholders; 2.8.4 a schedule of all Company Options and Company Warrants, with (a) exercise price information for each Company Option and Company Warrant as well as the Aggregate Exercise Price and (b) an indication of which Company Options and Company Warrants will be in-the-money; 2.8.5 the Company’s estimated balance sheet as of immediately prior to the Closing (the “Estimated Balance Sheet”), with separate schedules reflecting (a) the estimated Closing Cash, (b) the estimated Company Debt, (c) the estimated Company Transaction and Bonus Expenses and (d) the estimated Closing Net Working Capital as well as the delta between the estimated Closing Net Working Capital and the Net Working Capital Threshold; 2.8.6 the name, address (or email address) and, if known, tax identification number of each Holder and: (a) in the instance of Stockholders, (i) the amount of Parent Common Stock to be issued to each Stockholder other than a Non-Consenting Stockholder pursuant to Sections 2.7.3(b)(i) as well as the potential cash payable to each such Stockholder pursuant to Sections 2.7.3(b)(ii) through (iv) and (ii) 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 Non-Consenting Stockholder pursuant to Sections 2.7.3(c)(ii) through (iv); (b) in the instance of Optionholders, the amount of cash to be paid to each Optionholder pursuant to Section 2.7.4(a)(i) as well as the potential cash payable to each Optionholder pursuant to Sections 2.7.4(a)(ii) through (iv); and (c) 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 on behalf of the Company. The calculations listed in the foregoing Section 2.8.1 through 2.8.8 shall be set forth on a spreadsheet referred to herein as the “Allocation Schedule”. The Parties agree that Parent, Merger Sub and the 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 Parent, Merger Sub and the Company to the Holders in exchange for Company Capital Stock. Parent, Merger Sub and the Surviving Corporation will not have any liability with respect to the allocation of any shares of 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 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 Date.

DELIVERY OF CALCULATIONS. Not less than two (2) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent the following for Parent’s review and approval:approval (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 control for purposes of the Closing, subject to Post-Closing Adjustment pursuant to Section 2.25). 2.8.1 (a) the Company’s calculation of the Closing Date Merger Upfront Cash Consideration, setting forth, in reasonable detail, an estimation of each component thereof; 2.8.2 (b) the Company’s calculations (setting forth the individual components, if applicable) of (a) the Aggregate Gross Option and Warrant Payment, (b) the Aggregate Non-Consenting Stockholder Payment, (c) the Aggregate Stock Consideration Amount, (d) the Stock Consideration Shares, (ei) the Per Share Allocation and Upfront Cash Consideration, (fii) the Per Share Cash Amount; 2.8.3 the Company’s calculations of Upfront Stock Consideration, and (aiii) the Fully Diluted Shares of Company Capital Stock, (b) the Actual Outstanding Shares of Company Capital Stock and ; (c) the aggregate number of shares of Company Capital Stock (on an as converted to Company Common Stock basis) held by Non-Consenting Stockholders; 2.8.4 a schedule of all Company Options and Options, with exercise price information; (d) a schedule of all Company Warrants, with (a) exercise price information for each Company Option and Company Warrant as well as the Aggregate Exercise Price and (b) an indication of which Company Options and Company Warrants will be in-the-moneyinformation; 2.8.5 (e) the Company’s estimated balance sheet as of immediately prior to the Closing (the “Estimated Balance Sheet”)Closing, with separate schedules reflecting (ai) the estimated Closing Cash, (bii) the estimated Company Debt, (ciii) the estimated Company Transaction and Bonus Expenses and (div) 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; 2.8.6 (f) the name, name and mailing address (or email address) and, if known, 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: (ai) in the instance of Company Stockholders, (i) the amount number of shares of Parent Common Stock to be issued to each Stockholder other than a Non-Consenting Stockholder Seller pursuant to Sections 2.7.3(b)(i) as well as Section 2.6(c)(ii), and the potential amount of cash payable to be paid to each such Stockholder Seller pursuant to Sections 2.7.3(b)(iiSection 2.6(c)(ii); (ii) through 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 2.7; (iii) [Reserved]; (iv) in the instance of Company Warrantholders, the number of shares of Parent Common Stock to be issued to each Company Warrantholder and the amount of cash to be paid to each Seller pursuant to Section 2.10; (iiv) the amount of cash to be paid to each Non-Consenting Stockholder Seller as their portion of the Adjustment Escrow Amount (assuming the full amount is distributed) pursuant to Section 2.7.3(c)(i) as well as the potential cash payable to each Non-Consenting Stockholder pursuant to Sections 2.7.3(c)(ii) through (iv2.25(c)(ii); (bvi) in the instance The portion of Optionholders, the amount of cash any Milestone Shares to be paid to each Optionholder pursuant to of ▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be calculated and paid in accordance with Section 2.7.4(a)(i) as well as the potential cash payable to each Optionholder pursuant to Sections 2.7.4(a)(ii) through (iv2.21(d); and (cg) 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 on behalf of the Company. The calculations listed in the foregoing this Section 2.8.1 through 2.8.8 2.13 shall be set forth on a spreadsheet referred to herein as the “Allocation SchedulePayout Spreadsheet”. The Parties agree that Parent, First Merger Sub, Second Merger Sub and the Surviving Corporation 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 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 Warrants. Parent, First Merger Sub, Second Merger Sub and the Surviving Corporation Entity will not have any liability with respect to the allocation of any shares of 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 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 Datethis Agreement.

DELIVERY OF CALCULATIONS. Not less than two (2) Business Days prior to the Closing Date, the Sellers shall cause the Company shall to prepare and deliver to Parent Buyer the following for ParentBuyer’s review and approvalreview: 2.8.1 (a) the Company’s calculation of the Closing Date Merger ConsiderationUpfront Purchase Price, 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 Aggregate Non-Consenting Stockholder Payment, Company’s calculation of the Upfront Stock Consideration Shares and the Upfront Per Unit Stock Consideration; provided that Buyer will provide (and Sellers may rely upon) the calculation of the Trailing Average Share Price calculated as of the Agreement Date; (c) the Aggregate Stock Consideration Amount, (d) the Stock Consideration Shares, (e) the Per Share Allocation and (f) the Per Share Cash Amount; 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) the aggregate number of shares of Company Capital Stock (on an as converted to Company Common Stock basis) held by Non-Consenting Stockholders; 2.8.4 a schedule of all Company Options and Units (including all Company WarrantsUnits issued as a result of the Note Conversions), with (a) exercise price information for including the name of the Seller holding each of the Company Option and Company Warrant as well as the Aggregate Exercise Price and (b) an indication of which Company Options and Company Warrants will be in-the-moneyUnits; 2.8.5 (d) the Company’s estimated balance sheet as of immediately prior to the Closing (the “Estimated Balance Sheet”), with separate schedules reflecting (ai) the estimated Closing Cash, (bii) the estimated Company Debt, (ciii) the estimated Company Transaction and Bonus Expenses and (div) the estimated Closing Net Working Capital as well as the delta between the estimated Closing Net Working Capital and the Net Working Capital Threshold; 2.8.6 (e) the name, address (or email address) and, if known, and tax identification number of each Holder Seller and: (ai) in the instance of Stockholdersthe Sellers, (i) the amount of Parent Buyer’s Common Stock to be issued to each Stockholder other than a Non-Consenting Stockholder Seller pursuant to Sections 2.7.3(b)(i) Section 2.1(b)(i), as well as the potential cash payable to each such Stockholder pursuant to Sections 2.7.3(b)(ii) through (iv) shares issuable and (ii) 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 Non-Consenting Stockholder Seller pursuant to Sections 2.7.3(c)(ii2.1(b)(ii) through (ivand 2.1(b)(iv), respectively; (bf) in the instance Company’s calculation of Optionholders, the amount of cash to be paid to each Optionholder pursuant to Section 2.7.4(a)(i) as well as the potential cash payable to each Optionholder pursuant to Sections 2.7.4(a)(ii) through (iv); and (c) 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 Seller under this Agreement (assuming submission of a Form W-9 or Form W-8, as applicable)Agreement; and 2.8.8 (g) a certificate of a duly authorized officer of the Company certifying the foregoing on behalf deliverables (i.e., clauses (a) through (f)). The Sellers shall cause the Company to assist Buyer in the review of the Companycalculations listed in the foregoing Sections 2.5(a) through 2.5(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 Section 2.8.1 Sections 2.5(a) through 2.8.8 2.5(f) shall be set forth on a spreadsheet referred to herein as the “Allocation Schedule”. The Parties agree that Parent, Merger Sub Buyer and the Surviving Corporation 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 Parent, Merger Sub and the Company Buyer to the Holders Sellers in exchange for Company Capital StockUnits (including all Company Units issued as a result of the Note Conversions) provided that Buyer will provide (and Sellers may rely upon) the calculation of the Trailing Average Share Price calculated as of the Agreement Date. Parent, Merger Sub and Neither Buyer nor the Surviving Corporation Company will not have any liability with respect to the allocation of any shares of Parent 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 Date.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 Company shall prepare and deliver to Parent the following for Parent’s review and approval: 2.8.1 (a) the Company’s calculation of the Closing Date Merger Upfront Cash Consideration, setting forth, in reasonable detail, an estimation of each component thereof; 2.8.2 (b) the Company’s calculations (setting forth the individual components, if applicable) of (a) the Aggregate Gross Option and Warrant Payment, (b) the Aggregate Non-Consenting Stockholder Payment, (c) the Aggregate Stock Consideration Amount, (d) the Stock Consideration Shares, (ei) the Per Share Allocation and Upfront Cash Consideration, (fii) the Per Share Cash Amount; 2.8.3 the Company’s calculations of Upfront Stock Consideration, and (aiii) the Fully Diluted Shares of Company Capital Stock, (b) the Actual Outstanding Shares of Company Capital Stock and ; (c) the aggregate number of shares of Company Capital Stock (on an as converted to Company Common Stock basis) held by Non-Consenting Stockholders; 2.8.4 a schedule of all Company Options and Options, with exercise price information; (d) a schedule of all Company Warrants, with (a) exercise price information for each Company Option and Company Warrant as well as the Aggregate Exercise Price and (b) an indication of which Company Options and Company Warrants will be in-the-moneyWarrant; 2.8.5 (e) the Company’s estimated balance sheet as of immediately prior to the Closing (the “Estimated Balance Sheet”), with separate schedules reflecting (ai) the estimated Closing Cash, (bii) the estimated Company Debt, (ciii) the estimated Company Transaction and Bonus Expenses and (div) 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; 2.8.6 (f) the name, name and address (or email address) and, if known, tax identification number of each Holder and: (ai) in the instance of Company Stockholders, (i) the amount of Parent Common Stock to be issued to each Stockholder other than a Non-Consenting Stockholder pursuant to Sections 2.7.3(b)(i) as well as the potential cash payable to each such Stockholder pursuant to Sections 2.7.3(b)(ii) through (iv) and (ii) the amount of cash to be paid to each Non-Consenting Stockholder Holder pursuant to Section 2.7.3(c)(i) as well as the potential cash payable to each Non-Consenting Stockholder pursuant to Sections 2.7.3(c)(ii) through (iv2.6(c)(i); (b) in the instance of Optionholders, the amount of cash to be paid to each Optionholder Holder pursuant to Section 2.7.4(a)(i) 2.6(c)(ii), as well as the potential cash payable and potential Parent Common Stock issuable, if any, to each Optionholder such Holder pursuant to Sections 2.7.4(a)(iiSection 2.6(c)(iii) through (iv); andand Section 2.6(c)(iv) as applicable; (cii) in the instance of WarrantholdersCompany 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 Warrantholder Holder pursuant to Section 2.7.4(b)(i) 2.7, as well as the potential cash payable and potential Parent Common Stock issuable, if any, to each Warrantholder such Holder 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 Section 2.7 (assuming submission of a Form W-9 or Form W-8, as applicablefor this purpose that each Company Option is fully vested immediately prior to the Closing); and 2.8.8 (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), the 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 Section 2.8(d) as applicable; and (g) a certificate of a duly authorized officer of the Company certifying the foregoing on behalf of the Company. The calculations listed in the foregoing Section 2.8.1 2.11(a) through 2.8.8 2.11(g) shall be set forth on a spreadsheet referred to herein as the “Allocation Schedule”. The Parties agree that Parent, Merger Sub A, Merger Sub B and the Surviving Corporation 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 Parent, Merger Sub A, Merger Sub B and the Company to the Holders in exchange for Company Capital Stock, Company Options and Company Warrants. Parent, Merger Sub A, Merger Sub B and the Surviving Corporation Company will not have any liability with respect to the allocation of any shares of 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 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 DateMethodology.

DELIVERY OF CALCULATIONS. Not less than two five (25) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent the following for Parent’s review and approval:. 2.8.1 (a) the Company’s calculation of the Closing Date Merger Upfront Cash Consideration, setting forth, in reasonable detail, an estimation of each component thereof; 2.8.2 (b) the Company’s calculations (setting forth the individual components, if applicable) of (a) the Aggregate Gross Option and Warrant Payment, (b) the Aggregate Non-Consenting Stockholder Payment, (c) the Aggregate Stock Consideration Amount, (d) the Stock Consideration Shares, (ei) the Per Share Allocation and Upfront Cash Consideration, (fii) the Per Share Cash Amount; 2.8.3 the Company’s calculations of Upfront Stock Consideration, and (aiii) the Fully Diluted Shares of Company Capital Stock, (b) the Actual Outstanding Shares of Company Capital Stock and ; (c) the aggregate number of shares of Company Capital Stock (on an as converted to Company Common Stock basis) held by Non-Consenting Stockholders; 2.8.4 a schedule of all Company Options and Company WarrantsOptions, with (a) exercise price information for each Company Option and Company Warrant as well as the Aggregate Exercise Price and (b) an indication of which Company Options and Company Warrants will be in-the-moneyinformation; 2.8.5 the Company’s estimated balance sheet as of immediately prior to the Closing (the “Estimated Balance Sheet”), with separate schedules reflecting (a) the estimated Closing Cash, (b) the estimated Company Debt, (c) the estimated Company Transaction and Bonus Expenses and (d) the estimated Closing Net Working Capital as well as the delta between the estimated Closing Net Working Capital name and the Net Working Capital Threshold; 2.8.6 the name, mailing address (or email address) and, if known, 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: (ai) in the instance of Company Stockholders, (i) the amount of Parent Common Stock to be issued to each Stockholder other than a Non-Consenting Stockholder Seller pursuant to Sections 2.7.3(b)(i) as well as the potential cash payable to each such Stockholder pursuant to Sections 2.7.3(b)(ii) through (iv) Section 2.6(c)(i)(A), and (ii) the amount of cash to be paid to each Non-Consenting Stockholder Seller pursuant to Section 2.7.3(c)(i) as well as 2.6(c)(i)(B), and the potential cash payable number of shares of Parent Common Stock to be issued to each Non-Consenting Stockholder Seller (if applicable) pursuant to Sections 2.7.3(c)(ii) through (ivSection 2.8(b); (bii) 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 Optionholder Seller pursuant to Section 2.7.4(a)(i) 2.6(c)(ii), as well as the potential cash payable payable, if any, to each Optionholder such Seller pursuant to Sections 2.7.4(a)(iiSection 2.6(c)(ii) through (ivassuming for this purpose that each Company Option is fully vested immediately prior to the Closing); and (ce) 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 on behalf of the Company. . (f) The calculations listed in the foregoing this Section 2.8.1 through 2.8.8 2.12 shall be set forth on a spreadsheet referred to herein as the “Allocation SchedulePayout Spreadsheet”. The Parties agree that Parent, First Merger Sub, Second Merger Sub and the Surviving Corporation 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 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 RSU Awards. Parent, First Merger Sub, Second Merger Sub and the Surviving Corporation Entity will not have any liability with respect to the allocation of any shares of 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 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 DateAgreement.

DELIVERY OF CALCULATIONS. Not less than two (2) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent the following for Parent’s review and approval: 2.8.1 (a) the Company’s calculation of the Closing Date Merger ConsiderationUpfront Purchase Price, setting forth, in reasonable detail, an estimation of each component thereof; 2.8.2 (b) the Company’s calculations (setting forth the individual components) of (ai) the Aggregate Gross Option and Warrant Payment, (bii) the Aggregate Non-Consenting Stockholder Payment, (c) the Aggregate Stock Consideration Substitute Cash Payment Amount, (diii) the Stock Consideration Value, (iv) the Stock Consideration Shares, (ev) the Per Share Allocation and Upfront Cash Consideration, (fvi) the Per Share Cash Upfront Stock Consideration, (vii) the Per Share Aggregate Upfront Consideration and (viii) the Aggregate Exercise Amount; 2.8.3 (c) the Company’s calculations of (ai) the Fully Diluted Shares of Company Capital Stock, (b) the Actual Outstanding Shares of Company Capital Stock and (cii) the aggregate number of shares of Company Capital Stock (on an as converted to Company Common Stock basis) Consenting Shares held by Non-Holders that are Accredited Investors, and (iii) the aggregate number of Consenting StockholdersShares held by Holders that are not Accredited Investors; 2.8.4 (d) a schedule of all Company Options and Company WarrantsOptions, with (a) exercise price information for each Company Option and Company Warrant as well as the Aggregate Exercise Price and (b) an indication of which Company Options and Company Warrants will be in-the-moneyOption; 2.8.5 (e) the Company’s estimated balance sheet as of immediately prior to the Closing (the “Estimated Balance Sheet”), with separate schedules reflecting (ai) the estimated Closing Cash, (bii) the estimated Company Debt, (ciii) the estimated Company Unpaid Transaction and Bonus Expenses and (div) the estimated Closing Net Working Capital as well as the delta between the estimated Closing Net Working Capital and the Net Working Capital Threshold; 2.8.6 (f) the name, address (or and email address) and, if known, tax identification number of each Holder and: (a) in the instance of Stockholders, (i) for the Consenting Holders, the amount of Parent Common Stock to be issued to each Stockholder other than a Non-Consenting Stockholder Holder, if any, pursuant to Sections 2.7.3(b)(i) as well as the potential cash payable to each such Stockholder pursuant to Sections 2.7.3(b)(ii) through (iv) and (ii) Section 2.6(c)(i)(A), the amount of cash to be paid to each Non-Consenting Stockholder Holder pursuant to Section 2.7.3(c)(i2.6(c)(i)(B) or Section 2.6(c)(ii)(A), as applicable, as well as the potential cash payable and potential Parent Common Stock issuable, if any, to each Non-such Consenting Stockholder Holder pursuant to Sections 2.7.3(c)(ii2.6(c)(i)(C) through (iv2.6(c)(ii)(E) or Sections 2.6(c)(ii)(B) through 2.6(c)(ii)(D), as applicable; (bii) 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 2.7.4(a)(i2.7(a)(A) as well as the potential cash payable to each Company Optionholder pursuant to Sections 2.7.4(a)(ii2.7(a)(B) through (iv2.7(a)(C); and (cg) 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 (h) a certificate of a duly authorized officer of the Company certifying the foregoing on behalf of the Company. The calculations listed in the foregoing Section 2.8.1 2.10(a) through 2.8.8 2.10(g) shall be set forth on a spreadsheet referred to herein as the “Allocation Schedule”. .” The Parties agree that Parent, Merger Sub A, Merger Sub B and the Surviving Corporation 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 Parent, Merger Sub A, Merger Sub B and the Company to the Holders in exchange for Company Capital Stock. Parent, Merger Sub A, Merger Sub B and the Surviving Corporation Company will not have any liability with respect to the allocation of any shares of 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 Closing Date.

DELIVERY OF CALCULATIONS. Not less than two (2) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent the following for Parent’s review and approval: 2.8.1 (a) the Company’s calculation of the Closing Date Merger ConsiderationUpfront Purchase Price, setting forth, in reasonable detail, an estimation of each component thereof; 2.8.2 (b) the Company’s calculations (setting forth the individual components) of (ai) the Aggregate Gross Option and Warrant Payment, (bii) the Aggregate Non-Consenting Stockholder Payment, (c) the Aggregate Stock Consideration Substitute Cash Payment Amount, (diii) the Stock Consideration Value, (iv) the Stock Consideration Shares, (ev) the Per Share Allocation and Upfront Cash Consideration, (fvi) the Per Share Cash AmountUpfront Stock Consideration, and (vii) the Per Share Aggregate Upfront Consideration; 2.8.3 (c) the Company’s calculations of (ai) the Fully Diluted Shares of Company Capital Stock, (b) the Actual Outstanding Shares of Company Capital Stock and (cii) the aggregate number of shares of Company Capital Stock (on an as converted to Company Common Stock basis) Consenting Shares held by Non-Holders that are Accredited Investors, and (iii) the aggregate number of Consenting StockholdersShares held by Holders that are not Accredited Investors; 2.8.4 (d) a schedule of all Company Options and Company WarrantsOptions, with (a) exercise price information for each Company Option and Company Warrant as well as the Aggregate Exercise Price and (b) an indication of which Company Options and Company Warrants will be in-the-moneyOption; 2.8.5 (e) the Company’s estimated balance sheet as of immediately prior to the Closing (the “Estimated Balance Sheet”), with separate schedules reflecting (ai) the estimated Closing Cash, (bii) the estimated Company Debt, (ciii) the estimated Company Transaction and Bonus Expenses and (div) the estimated Closing Net Working Capital as well as the delta between the estimated Closing Net Working Capital and the Net Working Capital Threshold; 2.8.6 (f) the name, address (or email address) and, if known, tax identification number of each Holder and: (a) in the instance of Stockholders, (i) for the Consenting Holders, the amount of Parent Common Stock to be issued to each Stockholder other than a Non-Consenting Stockholder Holder, if any, pursuant to Sections 2.7.3(b)(i) as well as the potential cash payable to each such Stockholder pursuant to Sections 2.7.3(b)(ii) through (iv) and (ii) Section 2.6(c)(ii)(A), the amount of cash to be paid to each Non-Consenting Stockholder Holder pursuant to Section 2.7.3(c)(i2.6(c)(ii)(B) or Section 2.6(c)(iii)(A), as applicable, as well as the potential cash payable and potential Parent Company Stock issuable, if any, to each Non-such Consenting Stockholder Holder pursuant to Sections 2.7.3(c)(ii2.6(c)(ii)(C) through (iv2.6(c)(iii)(E) or Sections 2.6(c)(iii)(B) through 2.6(c)(iii)(D), as applicable; (bii) 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 2.7.4(a)(i2.7(a)(A) as well as the potential cash payable to each Company Optionholder pursuant to Sections 2.7.4(a)(ii2.7(a)(B) through (iv2.7(a)(C); and (cg) 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 (h) a certificate of a duly authorized officer of the Company certifying the foregoing on behalf of the Company. The calculations listed in the foregoing Section 2.8.1 2.10(a) through 2.8.8 2.10(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 Parent, Merger Sub A, Merger Sub B and the Surviving Corporation 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 Parent, Merger Sub A, Merger Sub B and the Company to the Holders in exchange for Company Capital Stock, subject to any adjustments required by the definition of Merger Consideration Share Price. Parent, Merger Sub A, Merger Sub B and the Surviving Corporation Company will not have any liability with respect to the allocation of any shares of 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 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 Date.

DELIVERY OF CALCULATIONS. Not less than two (2) Business Days prior to the Closing Date (the “Determination Date”), the Sellers shall cause the Company shall to prepare and deliver to Parent Buyer the following for ParentBuyer’s review and approval:approval (which shall not be unreasonably withheld, conditioned or delayed): 2.8.1 (a) the Company’s calculation of the Closing Date Merger ConsiderationUpfront Purchase Price, 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 Aggregate Non-Consenting Stockholder Payment, (c) Company’s calculation of the Aggregate Upfront Stock Consideration AmountValue, (d) the Upfront Stock Consideration Shares, (e) the Upfront Per Share Allocation and (f) Stock Consideration, the Upfront Per Share Cash AmountConsideration and the Upfront Per Option Share Consideration; 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 aggregate 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 (on an as converted to ii) the number of shares of Company Common Capital Stock basis) held by Non-Consenting Stockholdersby, or issuable upon exercise of any Vested Company Options held by, all Holders); 2.8.4 (d) a schedule of all Company Options and Company WarrantsOptions, with (ai) the name of the Company Optionholder holding each Company Option, (ii) exercise price information for each Company Option and Company Warrant as well as the Aggregate Exercise Price Amount, (iii) whether it is a Vested Company Option, (iv) the Company’s calculation of the Aggregate Option Payment, and (bv) an indication each Company Optionholder’s Pro Rata Share (calculated based on both (x) the number of which 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 Warrants will be in-the-moneyCapital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Holders); 2.8.5 (e) the Company’s estimated balance sheet as of immediately prior to the Closing (the “Estimated Balance Sheet”), with separate schedules reflecting (ai) the estimated Closing Cash, (bii) the estimated Company Debt, (ciii) the estimated Company Transaction and Bonus Expenses and (div) the estimated Closing Net Working Capital as well as the delta between the estimated Closing Net Working Capital and the Net Working Capital Threshold; 2.8.6 (f) the name, address, email address (or email address) and, if known, and tax identification number of each Holder and: (ai) in the instance of Stockholdersthe Sellers, (i) the amount of Parent Buyer’s Common Stock and cash to be issued or paid to each Stockholder other than a Non-Consenting Stockholder Seller pursuant to Sections 2.7.3(b)(i) 2.1(b)(i), and 2.1(b)(ii), respectively, as well as the potential cash payable amount of Buyer’s Common Stock issuable to each such Stockholder Seller pursuant to Sections 2.7.3(b)(ii) through (iv2.1(b)(iv) and (ii2.1(b)(v) the amount of cash to be paid to each Non-Consenting Stockholder pursuant to Section 2.7.3(c)(i) as well as the and potential cash payable to each Non-Consenting Stockholder Seller pursuant to Sections 2.7.3(c)(ii) through (ivSection 2.1(b)(vi); (bii) in the instance of Company Optionholders, the amount of cash to be paid to each Company Optionholder pursuant to Section 2.7.4(a)(i2.2(a)(i) as well as the potential cash payable to each Company Optionholder pursuant to Sections 2.7.4(a)(ii2.2(a)(iii), 2.2(a)(iv) through (ivand 2.2(a)(v); and (cg) 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 on behalf of the Companydeliverables (i.e., clauses (a) through (f)). The calculations listed in the foregoing Section 2.8.1 Sections 2.9(a) through 2.8.8 2.9(f) shall be set forth on a spreadsheet referred to herein as the “Allocation Schedule”. The Parties agree that Parent, Merger Sub Buyer and the Surviving Corporation 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 Parent, Merger Sub and the Company Buyer to the Holders in exchange for Company Capital StockStock and Company Options. Parent, Merger Sub and Neither Buyer nor the Surviving Corporation Company will not have any liability with respect to the allocation of any shares of Parent 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 DateClosing.