Transaction details The aggregate consideration payable at the closing by Deltatre for the equity of Massive and its subsidiaries is approximately USD $76.6 million, with USD $47.9 million of such equity amount payable in the Merger of Massive and USD $28.7 million payable to the other holders of equity of the subsidiary. Under the terms and conditions of the definitive merger agreement, Massive’s common stockholders will receive USD $0.22128 in cash per share. The aggregate amount payable to common stockholders shall be reduced by a total of not more than USD $12,000, if closing occurs after 20th November 2018 but before the 28th November. Massive’s preferred stockholders will receive USD $0.001 per share of preferred stock upon closing of the merger.

Additionally, after closing of the transactions, Massive’s stockholders and the other sellers will be eligible to receive a contingent earnout payment with a maximum aggregate value of USD $35 million. The payment of the earnout is conditional and may not occur; it is subject to Massive and its subsidiaries achieving certain financial targets in the three calendar years following closing of the acquisition, subject to acceleration or reduction in certain circumstances.