M&A Boot Camp booklet 2023 - Flipbook - Page 95
(vi) The “Series A Per Share Shortfall Amount” shall be determined by dividing: (A) the Balance Sheet Shortfall Amount, if any,
multiplied by the Series A Percentage; by (B) the number of shares of Series A Preferred Stock outstanding immediately prior to the
Closing (including, for the avoidance of doubt, any shares of Series A Preferred Stock issued or issuable upon the exercise of any
Company Warrants that are not being canceled in connection with the transactions contemplated by this Agreement) held by NonDissenting Stockholders.
(vii) The “Series A Percentage” means 16.742715602%.
(viii) The “Series B Per Share Amount” shall be equal to $0.568008122.
(ix) The “Series B Per Share Shortfall Amount” shall be determined by dividing: (A) the Balance Sheet Shortfall Amount, if any,
multiplied by the Series B Percentage; by (B) the number of shares of Series B Preferred Stock outstanding immediately prior to the
Closing (including, for the avoidance of doubt, any shares of Series B Preferred Stock issued or issuable upon the exercise of any
Company Warrants that are not being canceled in connection with the transactions contemplated by this Agreement) held by NonDissenting Stockholders.
(x) The “Series B Percentage” means 33.299028573%.
(xi) The “Series C Per Share Amount” shall be equal to $0.119714474.
(xii) The “Series C Per Share Shortfall Amount” shall be determined by dividing: (A) the Balance Sheet Shortfall Amount, if any,
multiplied by the Series C Percentage; by (B) the number of shares of Series C Preferred Stock outstanding immediately prior to the
Closing (including, for the avoidance of doubt, any shares of Series C Preferred Stock issued or issuable upon the exercise of any
Company Warrants that are not being canceled in connection with the transactions contemplated by this Agreement) held by NonDissenting Stockholders.
(xiii) The “Series C Percentage” means 24.346825751%.
(xiv) The “Series D Per Share Amount” shall be equal to $0.119714474.
(xv) The “Series D Per Share Shortfall Amount” shall be determined by dividing: (A) the Balance Sheet Shortfall Amount, if any,
multiplied by the Series D Percentage; by (B) the number of shares of Series D Preferred Stock outstanding immediately prior to the
Closing (including, for the avoidance of doubt, any shares of Series D Preferred Stock issued or issuable upon the exercise of any
Company Warrants that are not being canceled in connection with the transactions contemplated by this Agreement) held by NonDissenting Stockholders.
(xvi) The “Series D Percentage” means 25.611430073%.
(xvii) The “Stockholders’ Agent Escrow Amount” shall mean $250,000.
(xviii) The “Stockholders’ Agent Escrow Contribution Amount” shall mean, with respect to each share of Company Capital Stock
outstanding immediately prior to the Effective Time and held by Non-Dissenting Stockholders, an amount determined by multiplying:
(A) the Stockholders’ Agent Escrow Amount; by (B) the fraction having a numerator equal to the Merger Consideration payable
pursuant to Section 1.5(a) in respect to such share of Company Capital Stock outstanding immediately prior to the Effective Time
(including any amount contributed to the Escrow Fund or
5.