Ann: Share Sale Agreement with gridGomm, page-287

The performance shares are there to ensure that ODN holders aren't left short if Gridcomm isn't worth what Gridcomm holders claim it is. Mike Holt will have said Gridcomm is worth $X million for reason A and reason B.
However, Alex Bajada has no proof that reasons A & B are true - that won't be apparent until later.
So the performance shares de-risk the deal for both parties. If reasons A & B are true (of which Mike is pretty certain) then all shares get issued and both parties are happy.

If Gridcomm turns out to be worth less than Mike had argued, the performance shares don't get issued so the consideration paid by Alex will still accurately reflect what Gridcomm's true value was today.

My point is that you should only leave the performance shares out of the calculation if you are running a 'worst case scenario' where Gridcomm doesn't generate the promised sales, but most of us don't really consider that a material risk.

Including this will make the 'crunch' considerably less as more shares are expected to be issued as part of the deal.

But on the other hand, why would Gridcomm holders give up 40% of their company for a listing? This is much too high. I highly doubt today's ODN holders will have more than 20% post consolidation and share issues.

But its still good value at current SP imo