Common use of Payment Spreadsheet Clause in Contracts

Payment Spreadsheet. Not less than five (5) Business Days prior to the First Effective Time, the Company shall deliver to Parent a schedule, in a form to be mutually agreed between the Parties (such agreement not to be unreasonably withheld or delayed) (the “Payment Spreadsheet”) setting forth (i) the Aggregate Fully Diluted Company Common Shares, (ii) the allocation of the Aggregate Transaction Consideration (other than with respect to shares of Company Common Stock subject to Company Awards (which shall be subject to Section 3.01(c))) among Company Holders calculated by multiplying the Exchange Ratio by the total number of shares of Company Common Stock held by each Company Holder (rounded down to the nearest whole number of shares of Parent Class A Common Stock to be issued and allotted among the Company Holders) and (iii) a certification, duly executed by an authorized officer of the Company, that the information delivered pursuant to clauses (i) through (ii) is, and will be as of immediately prior to the First Effective Time, to the actual knowledge of such authorized officer of the Company, true and correct in all material respects. Following delivery of the Payment Spreadsheet, the Company shall review and consider in good faith any comments to the Payment Spreadsheet provided by Parent or any of its Representatives. The Payment Spreadsheet finalized hereunder shall be used for purposes of issuing the Aggregate Transaction Consideration to the Company Holders pursuant to and in accordance with the First Merger. In issuing the Aggregate Transaction Consideration, Parent and Merger Sub I shall be entitled to rely fully on the information set forth in the Payment Spreadsheet.

Payment Spreadsheet. Not less than five (5) Business Days prior to the First Company Merger Effective Time, the Company shall deliver to Parent SPAC a schedule, in a form to be mutually agreed between the Parties (such agreement not to be unreasonably withheld or delayed) schedule (the “Payment Spreadsheet”) ), certified by an appropriate officer of the Company, setting forth (i) the calculation of the Aggregate Fully Diluted Company Common SharesConsideration (including the amount of Leakage, together with reasonable supporting information with respect thereto), (ii) the allocation of the Aggregate Transaction Company Consideration (other than and the Earn-Out Shares, if released from escrow in accordance with respect to shares Section 3.04, among the holders of Company Common Stock subject and the holders of Company Vested In-the-Money Options (taking into account, with respect to the holders of Company Awards Vested In-the-Money Options, the aggregate exercise price of all such Company Options), (which shall be subject iii) the portion of the Aggregate Company Consideration and the Earn-Out Shares, if released from escrow in accordance with Section 3.04, payable to Section 3.01(c))each holder of Company Common Stock and each holder of Company Vested In-the-Money Options and (iv) among Company Holders calculated by multiplying the Exchange Ratio by the total number of shares of Company Holdco Common Stock held by each that can be purchased under the Exchanged Options. The allocation of the Aggregate Company Holder (rounded down Consideration and Earn-Out Shares and the information with respect to the nearest whole number exchange of shares of Parent Class A Common Stock to be issued and allotted among the Company Holders) and (iii) a certification, duly executed by an authorized officer of the Company, that the information delivered pursuant to clauses (i) through (ii) is, and will be as of immediately prior to the First Effective Time, to the actual knowledge of such authorized officer of the Company, true and correct Options into Exchanged Options set forth in all material respects. Following delivery of the Payment Spreadsheet, the Company shall review and consider in good faith any comments to the Payment Spreadsheet provided by Parent or any of its Representatives. The Payment Spreadsheet finalized hereunder shall be binding on all Parties and shall be used by Holdco for purposes of issuing the Aggregate Transaction Company Consideration to and allocating the Company Holders pursuant to and Earn-Out Shares, if released from escrow in accordance with Section 3.04, to the First Mergerholders of Company Common Stock and Company Vested In-the-Money Options and the conversion of the remaining Company Options into Exchanged Options pursuant to this Article III, absent manifest error. In issuing the Aggregate Transaction ConsiderationCompany Consideration and allocating the Earn-Out Shares, Parent if released from escrow in accordance with Section 3.04, and Merger Sub I converting Company Options into Exchanged Options pursuant to this Article III, Holdco and SPAC shall be entitled to rely fully on the information set forth in the Payment Spreadsheet, absent manifest error.

Payment Spreadsheet. Not less than five (5) Business Days prior to the First Effective TimeClosing Date, the Company shall deliver to Parent WinVest a schedule, in a form to be mutually agreed between the Parties (such agreement not to be unreasonably withheld or delayed) schedule (the “Payment Spreadsheet”) setting forth (i) the Aggregate Fully Diluted name, last known address and (to the extent available) email address of each holder of Company Common Shares, Units; (ii) the allocation amount of the Aggregate Transaction Closing Stock Consideration (other than with respect payable to shares each holder of Company Common Stock subject to Company Awards Units; (which shall be subject to Section 3.01(c))iii) among Company Holders calculated by multiplying the Exchange Ratio by the total number of shares Earnout Rights payable to each holder of Company Common Units; and (iv) the amount of Xtribe Financing Stock held Consideration payable to each Xtribe Investor, and (v) any other information reasonably required by each Company Holder (rounded down WinVest or the Exchange Agent to transfer the Closing Stock Consideration and the Earnout Rights to the nearest whole number holders of shares of Parent Class A Company Common Stock to Units, which Payment Spreadsheet shall be issued and allotted among prepared in good faith by the Company Holders) and (iii) in a certificationform and substance reasonably satisfactory to WinVest and accompanied by documentation reasonably satisfactory to WinVest. The Company shall provide WinVest with reasonable access to the relevant books, duly executed by an authorized officer records and personnel of the Company, that Company to enable WinVest to review the information delivered pursuant to clauses Payment Spreadsheet. The allocations and calculations set forth in the Payment Spreadsheet (ias may be amended in accordance with the preceding sentence) through (ii) is, and will be as of immediately prior to the First Effective Timeshall, to the actual knowledge of such authorized officer of the Companyfullest extent permitted by applicable Law, true be binding on all parties hereto and correct in all material respects. Following delivery of the Payment Spreadsheet, the Company shall review and consider in good faith any comments to the Payment Spreadsheet provided by Parent or any of its Representatives. The Payment Spreadsheet finalized hereunder shall be used by WinVest for purposes of issuing the Aggregate Transaction Merger Consideration to the Company Holders pursuant to and in accordance with the First Mergerthis Agreement, absent manifest error. In issuing the Aggregate Transaction ConsiderationMerger Consideration pursuant to this Article III, Parent WinVest and the Merger Sub I shall Subs shall, to the fullest extent permitted by applicable Law, be entitled to rely fully on the information set forth in the Payment SpreadsheetSpreadsheet without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance therewith.

Payment Spreadsheet. Not less than five (5) Business Days prior to the First Effective TimeClosing Date, the Company shall deliver to Parent WinVest a schedule, in a form to be mutually agreed between the Parties (such agreement not to be unreasonably withheld or delayed) schedule (the “Payment Spreadsheet”) setting forth (i) the Aggregate Fully Diluted name, last known address and (to the extent available) email address of each holder of Company Common Ordinary Shares, ; (ii) the allocation amount of the Aggregate Transaction Closing Share Consideration (other than with respect issuable to shares each holder of Company Common Stock subject to Company Awards (which shall be subject to Section 3.01(c))) among Company Holders calculated by multiplying the Exchange Ratio by the total number of shares of Company Common Stock held by each Company Holder (rounded down to the nearest whole number of shares of Parent Class A Common Stock to be issued and allotted among the Company Holders) and Ordinary Shares; (iii) the number of Earnout Rights issuable to each holder of Company Ordinary Shares; and (iv) the amount of Xtribe Financing Stock Consideration issuable to each Xtribe Investor, and (v) any other information reasonably required by WinVest, WinVest BVI or the Exchange Agent to issue the Closing Share Consideration and the Earnout Rights to the holders of Company Ordinary Shares, which Payment Spreadsheet shall be prepared in good faith by the Company and in a certificationform and substance reasonably satisfactory to WinVest and accompanied by documentation reasonably satisfactory to WinVest. The Company shall provide WinVest with reasonable access to the relevant books, duly executed by an authorized officer records and personnel of the Company, that Company to enable WinVest to review the information delivered pursuant to clauses Payment Spreadsheet. The allocations and calculations set forth in the Payment Spreadsheet (ias may be amended in accordance with the preceding sentence) through (ii) is, and will be as of immediately prior to the First Effective Timeshall, to the actual knowledge of such authorized officer of the Companyfullest extent permitted by applicable Law, true be binding on all parties hereto and correct in all material respects. Following delivery of the Payment Spreadsheet, the Company shall review and consider in good faith any comments to the Payment Spreadsheet provided by Parent or any of its Representatives. The Payment Spreadsheet finalized hereunder shall be used by WinVest and WinVest BVI for purposes of issuing the Aggregate Transaction Merger Consideration to the Company Holders pursuant to and in accordance with the First Mergerthis Agreement, absent manifest error. In issuing the Aggregate Transaction ConsiderationMerger Consideration pursuant to this Article III, Parent WinVest and Merger Sub I shall WinVest BVI shall, to the fullest extent permitted by applicable Law, be entitled to rely fully on the information set forth in the Payment SpreadsheetSpreadsheet without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments and issuances of WinVest BVI Ordinary Shares in accordance therewith.

Payment Spreadsheet. Not less than five (5) Business Days prior to the First Rorschach Merger Effective Time, the Company Rorschach shall deliver to Parent the Company a schedule, in a form to be mutually agreed between the Parties (such agreement not to be unreasonably withheld or delayed) schedule (the “Payment Spreadsheet”) setting forth (ia) the calculation of the Aggregate Fully Diluted Company Common Shares, Rorschach Consideration and (iib) the allocation of the Aggregate Transaction Rorschach Consideration (other than with respect to shares of Company Common Stock subject to Company Awards among the Rorschach Members (which allocation shall be subject to Section 3.01(c))) among Company Holders calculated by multiplying the Exchange Ratio by the total number of shares of Company Common Stock held by each Company Holder (rounded down done in proportion to the nearest whole number of shares of Parent Class A Common Stock Rorschach Members’ respective capital contributions to Rorschach), which Payment Spreadsheet shall be issued prepared in good faith and allotted among in a form and substance reasonably satisfactory to the Company Holders) and (iii) a certification, duly executed accompanied by an authorized officer of documentation reasonably satisfactory to the Company, that . Rorschach shall provide the information delivered pursuant to clauses (i) through (ii) is, and will be as of immediately prior Company with reasonable access to the First Effective Timerelevant books, records and personnel of Rorschach and its affiliates to enable the actual knowledge of such authorized officer of the Company, true and correct in all material respects. Following delivery of Company to review the Payment Spreadsheet, the Company shall review and consider in good faith any comments to the Payment Spreadsheet provided by Parent or any of its Representatives. The Payment Spreadsheet finalized hereunder allocation of the Aggregate Rorschach Consideration (as may be amended in accordance with the preceding sentence) shall be binding on all Parties and shall be used by Pubco for purposes of issuing the Aggregate Transaction Rorschach Consideration to the Company Holders pursuant to and in accordance with the First MergerRorschach Members, absent manifest error. In issuing the Aggregate Transaction Rorschach Consideration, Parent and Merger Sub I Pubco shall be entitled to rely fully on the information set forth in the Payment Spreadsheet, absent manifest error. Notwithstanding anything to the contrary set forth herein, if requested by Rorschach and set forth on the Payment Spreadsheet, one or more holders may receive, in lieu of some or all of the shares of Pubco Common Stock issuable to them at the Rorschach Merger Effective Time, (i) a warrant to purchase, at an exercise price equal to the par value of the Pubco Common Stock, a like number of shares of Pubco Common Stock, such warrant to be in form and substance reasonably satisfactory to Rorschach and the Company or (ii) shares of newly designated preferred stock of Pubco, without dividend or redemption rights, that is convertible into Pubco Common Stock at any time at the holder’s option (subject to standard blocker provisions), on other terms that are reasonably satisfactory to Rorschach and the Company.

Payment Spreadsheet. Not less than five (5i) Business Days prior to Attached hereto as Exhibit B, is a spreadsheet, certified by the First Effective Time, CEO and/or President of the Company shall deliver to Parent a schedule(each, in a form to be mutually agreed between the Parties (such agreement not to be unreasonably withheld or delayed) (the an “Payment SpreadsheetAuthorized Person”) setting forth showing (i) the Aggregate Fully Diluted Company's good faith estimate (based on reasonable assumptions) of the Company's financial position as of November 30, 2013 and December 31, 2013, prepared in US dollars, in accordance with GAAP and applying the "Revenue Recognition Items" set forth on Section 2.4(a) of the Company Common SharesDisclosure Schedule (the "Closing Balance Sheet"), (ii) the allocation Company Indebtedness and Company Transaction Expenses, if any; and (iii) for each holder of Company Share Capital, as of the Aggregate Transaction Consideration date thereof: (other than with respect to shares A) the name, the street address, email address, and residency of Company Common Stock subject to Company Awards such holder, telephone number, bank information (which shall be subject to Section 3.01(cthe respective bank name and number, the branch name, number and address, swift number and account number)), (B) among Company Holders calculated by multiplying the Exchange Ratio by the total number and class of shares of Company Common Stock held by each Company Holder Share Capital held, and (rounded down to C) a calculation of the nearest whole portion of the Aggregate Consideration (including the number of shares Parent Ordinary Shares each Seller and Bonus Holder will be entitled to receive out of Parent Class A Common Stock the Closing Share Consideration) payable to such Seller, pursuant to this Agreement (the “Final Payment Spreadsheet”). (ii) Neither Parent, nor Buyer, or any of their respective Representatives shall be issued and allotted among responsible for the Company Holders) and (iii) determination of the Aggregate Consideration allocation. The Aggregate Consideration allocation will be presented in the Final Payment Spreadsheet, which will be deemed a certification, duly executed by an authorized officer Specified Representation of the Company, . Sellers and the Company also represent that the information delivered pursuant to clauses (i) through (ii) is, and will be as of immediately prior to calculations set forth in the First Effective Time, to the actual knowledge of such authorized officer of the Company, true and correct in all material respects. Following delivery of the Payment Spreadsheet, the Company shall review and consider in good faith any comments to the Final Payment Spreadsheet provided by Parent or any of its Representatives. The Payment Spreadsheet finalized hereunder shall be used for purposes of issuing the Aggregate Transaction Consideration to the Company Holders pursuant to and made in accordance with the First Mergerterms and conditions of this Agreement, the Company’s Organizational Documents, and other relevant existing contractual arrangements among the Company and the holders of Company Share Capital. In issuing no event shall Parent or Buyer be required to make any payments pursuant to this Agreement unless and until the Aggregate Transaction Consideration, Final Payment Spreadsheet has been duly certified and delivered by the Company. Parent and Merger Sub I Buyer shall be entitled to rely fully on entirely upon the information set forth Final Payment Spreadsheet in connection with making the payments pursuant to this Agreement and neither the Shareholders’ Representative nor any Seller shall be entitled to make any claim in respect of the allocation of the payments made by Parent or Buyer to or for the benefit of any of them to the extent that the payments are made in a manner consistent with the Final Payment SpreadsheetSpreadsheet and this Agreement.

Payment Spreadsheet. Not less than five (5) Business Days prior to the First Effective Time, the Company shall deliver to Parent DFB Healthcare, a scheduleschedule setting forth the Merger Consideration (which shall include the breakdown of Closing Stock Consideration and Contingent Consideration for each Company Unitholder, in a form and the breakdown of the ▇▇ ▇▇▇▇▇▇▇ Merger Closing Consideration, the A Blocker Merger Closing Consideration and Contingent Consideration for each Blocker Seller) payable to be mutually agreed between the Parties (such agreement not to be unreasonably withheld or delayed) Company Unitholders and the Blocker Sellers (the “Payment Spreadsheet”) setting forth ). The allocation of the Merger Consideration among the Company Unitholders and the Blocker Sellers shall be determined in accordance with the provisions of the Company LLC Agreement governing the allocation of such consideration (unless any Company Unitholder or Blocker Seller provides its written consent to a different basis of determination); provided, that, for the avoidance of doubt, with respect to any Blocker, such Merger Consideration shall be payable to the applicable Blocker Seller. The sum of (i) the Aggregate Fully Diluted Company number of shares of DFB Healthcare Common Shares, Stock issuable pursuant to the Blocker Mergers at Closing as provided in Section 2.01(a) and (b) as set forth on the Payment Spreadsheet and (ii) the number of Consideration Units issuable to the Company Unitholders at Closing pursuant to the Merger as provided in Section 2.02 and as set forth on the Payment Spreadsheet shall be equal to (A) the Aggregate Merger Closing Consideration Amount divided by (B) $10.00. The allocation of the Aggregate Transaction Merger Consideration (other than with respect to shares of Company Common Stock subject to Company Awards (which shall be subject to Section 3.01(c))) among Company Holders calculated by multiplying the Exchange Ratio by the total number of shares of Company Common Stock held by each Company Holder (rounded down to the nearest whole number of shares of Parent Class A Common Stock to be issued and allotted among the Company Holders) and (iii) a certification, duly executed by an authorized officer of the Company, that the information delivered pursuant to clauses (i) through (ii) is, and will be as of immediately prior to the First Effective Time, to the actual knowledge of such authorized officer of the Company, true and correct set forth in all material respects. Following delivery of the Payment Spreadsheet, the Company shall review and consider in good faith any comments to the Payment Spreadsheet provided by Parent or any of its Representatives. The Payment Spreadsheet finalized hereunder shall be binding on all parties and shall be used by DFB Healthcare and Merger Sub for purposes of issuing the Aggregate Transaction Merger Consideration to the Blocker Sellers and the Company Holders Unitholders pursuant to and in accordance with the First Mergerthis Article II. In issuing the Aggregate Transaction ConsiderationMerger Consideration pursuant to this Article II, Parent DFB Healthcare and Merger Sub I shall be entitled to rely fully on the information allocation of the Merger Consideration set forth in the Payment Spreadsheet.

Payment Spreadsheet. Not less than five (5) Business Days prior to the First Effective Time, the Company shall deliver to Parent BAC a schedule, in a form to be mutually agreed between the Parties (such agreement not to be unreasonably withheld or delayed) schedule (the “Payment Spreadsheet”) setting forth (i) the Aggregate Fully Diluted calculation of the Transaction Consideration, the Company Common SharesValue, and the Company In-The-Money Option Proceeds Amount and Company In-The-Money Warrant Proceeds Amount (which shall be calculated in a manner, and be in a format, consistent with the illustrative example set forth on Schedule D hereto), (ii) the allocation of the Aggregate Transaction Consideration (other than with respect to shares of Company Common Stock subject to Company Awards (which shall be subject to Section 3.01(c))) among Company Holders calculated by multiplying the Exchange Ratio by the total number holders of shares of Company Common Stock held by in accordance with Section 3.01(b)(i), (iii) the allocation of the Earn-Out Shares among the Earn-Out Recipients, (iii) with respect to each holder of Company Holder (rounded down to Options or Company Warrants, the nearest whole number of shares of Parent Class A New BAC Common Stock that will be subject to be issued each such holder’s Rollover Option and allotted among Rollover Warrant as determined in accordance with Section 3.01(c), in each case, prepared in good faith by the Company Holders) and (iii) in a certificationform and substance reasonably satisfactory to BAC and accompanied by documentation reasonably satisfactory to BAC. The Company shall provide BAC with reasonable access to the relevant books, duly executed by an authorized officer records and personnel of the Company, that the information delivered pursuant Company to clauses (i) through (ii) is, and will be as of immediately prior enable BAC to the First Effective Time, to the actual knowledge of such authorized officer of the Company, true and correct in all material respects. Following delivery of review the Payment Spreadsheet, the . The Company shall review consider all reasonable comments of BAC and consider its representatives in good faith any comments and the parties hereto shall make such amendments to the Payment Spreadsheet provided by Parent or any of its Representativesas the parties hereto may mutually and in good faith agree. The allocations and calculations set forth in the Payment Spreadsheet finalized hereunder shall (as may be amended in accordance with the preceding sentence) shall, to the fullest extent permitted by applicable Law, be binding on all parties hereto and be used by BAC for purposes of issuing the Aggregate Transaction Consideration to the Company Holders pursuant to and all consideration in accordance with the First Mergerthis Agreement, absent manifest error. In issuing the Aggregate Transaction Considerationall consideration pursuant to this Article III, Parent BAC and Merger Sub I shall shall, to the fullest extent permitted by applicable Law, be entitled to rely fully on the information set forth in the Payment Spreadsheet, absent manifest error.

Payment Spreadsheet. Not less than five At least three (53) Business Days prior to the First Effective TimeClosing, the Company shall deliver to Parent a schedule, in a form to be mutually agreed between the Parties (such agreement not to be unreasonably withheld or delayed) (Buyer the “Payment Spreadsheet”” in a form and substance reasonably satisfactory to Buyer and accompanied by documentation reasonably satisfactory to Buyer in support of the information set forth therein. The Payment Spreadsheet shall set forth the following information in reasonable detail: (i) setting forth with respect to each Company Shareholder: (i) the Aggregate Fully Diluted Company Common Sharesname, address, social security number (or tax identification number, as applicable) (if available), jurisdiction of Tax residence and (if available) e-mail address of such Person and an indication as to whether such Person is a Continuing Employee or a Non-Continuing Employee; (ii) the allocation of the Aggregate Transaction Consideration (other than with respect to shares of Company Common Stock subject to Company Awards (which shall be subject to Section 3.01(c))) among Company Holders calculated by multiplying the Exchange Ratio by the total number number, class, Book-Entry Entitlement identifier and series of shares of Company Common Stock Shares held by each Company Holder (rounded down to the nearest whole number of shares of Parent Class A Common Stock to be issued and allotted among the Company Holders) and such Person; (iii) the date of acquisition of such Company Shares; (iv) the amount of Taxes that are to be withheld from the Total Per Share Consideration that such Person is entitled to receive on account of such Company Shares (other than U.S. federal backup withholding Taxes that could result from failure to submit a certificationForm W-9 or Form W-8BEN or comparable withholding documentation); (v) the Total Per Share Consideration that such Person is entitled to receive on account of such Company Shares; (vi) the Pro Rata Portion of such Person as of the Effective Time, duly executed by (vii) bank account and other wire transfer information and instructions of such Person and an authorized officer address to which any check should be mailed to such Person (solely with respect to Company Shareholders who have submitted Exchange Documents in advance); and (viii) such other additional information which Buyer may reasonably request in order to facilitate the payments contemplated hereby; (ii) with respect to each Company Optionholder: (i) the name, address, social security number (or tax identification number, as applicable, and as permitted under governing data privacy law), jurisdiction of Tax residence, and (if available) e-mail address of such Person, and an indication as to whether such Person is a Continuing Employee, Non-Continuing Employee or non-employee advisor to the Company; (ii) whether such Person is an employee, consultant or director of the Company, that ; (iii) the information delivered grant date of each Company Option held by such Person and expiration date of each such Company Option (if applicable); (iv) whether each such Company Option (if applicable) was granted pursuant to clauses (i) through (ii) isa Company Employee Plan, and will be the name of such Company Employee Plan; (v) the vesting schedule (including all acceleration provisions) applicable to each such Company Option and the extent to which each such Company Option is vested as of immediately prior to the First Effective Time; (vi) the exercise price per share and the number, class, status as book-entry and series of shares of Company Shares underlying each such Company Option; (vii) the portion of the Total Per Share Consideration that such Person is entitled to receive, if any, on account of all Vested Company Options and the number of Buyer Options that such Person is entitled to receive, if any, on account of all Unvested Company Options; (viii) Pro Rata Portion of such Person as of the Effective Time, and (ix) whether payment to such Person can and should be made through the Company’s normal payroll processes and, if not, bank account and other wire transfer information and instructions of such Person and an address to which any check should be mailed to such Person (solely with respect to Company Optionholders who have submitted Exchange Documents in advance); and (x) such other additional information which Buyer may reasonably request in order to facilitate the payments contemplated hereby; (iii) with respect to each Company RSU Holder: (i) the name, address, social security number (or tax identification number, as applicable, and as permitted under governing data privacy law), jurisdiction of Tax residence, and (if available) e-mail address of such Person, and an indication as to whether such Person is a Continuing Employee, Non-Continuing Employee or non-employee advisor to the actual knowledge of Company; (ii) whether such authorized officer Person is an employee, consultant or director of the Company; (iii) the grant date of each Company RSU held by such Person; (iv) whether each such Company Option (if applicable) was granted pursuant to a Company Employee Plan, true and correct the name of such Company Employee Plan; (v) the vesting schedule (including all acceleration provisions) applicable to each such Company RSU; (vi) the number, class, status as book-entry and series of shares of Company Shares underlying each such Company RSU; (vii) the number of Buyer RSUs that such Person is entitled to receive, if any, on account of all Company RSUs; and (viii) such other additional information which Buyer may reasonably request in all material respects. Following delivery order to facilitate the payments contemplated hereby; (iv) with respect to each Founder and Key Executive: (i) the aggregate portion of the Payment Spreadsheet, the Company shall review and consider in good faith any comments to the Payment Spreadsheet provided by Parent or any of its Representatives. The Payment Spreadsheet finalized hereunder shall be used for purposes of issuing the Aggregate Transaction Total Closing Consideration to be paid to such Person; (ii) the Company Holders pursuant Holdback Consideration Amount to be held back from such Person; and (iii) such other additional information which Buyer may reasonably request in accordance with order to facilitate the First Merger. In issuing payments contemplated hereby; and (v) a calculation of the Aggregate Transaction Consideration, Parent and Merger Sub I shall aggregate portion of the Total Closing Consideration to be entitled paid to rely fully on the information set forth in the Payment Spreadsheetany Person.

Payment Spreadsheet. Not less than five (5a) At the date hereof, and at least three (3) Business Days prior to the First Effective Timescheduled date of the Closing, the Company shall deliver to Parent a schedule, in a form to be mutually agreed between the Parties (such agreement not to be unreasonably withheld or delayed) payment spreadsheet (the “Payment Spreadsheet”) in a form reasonably acceptable to the Purchaser and the Paying Agent, certified as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of the Company, setting forth the following information: (1) the calculation of the Purchase Price payable at the Closing, including a separate line item for each deduction thereof in accordance with the term of this Agreement; and (2) with respect to each Seller, (i) such Sellers’s address as appearing in the Aggregate Fully Diluted Company Common Sharesshareholder register of the Company, (ii) the allocation of the Aggregate Transaction Consideration (other than with respect to shares of Company Common Stock subject to Company Awards (which shall be subject to Section 3.01(c))) among Company Holders calculated by multiplying the Exchange Ratio by the total number of shares of Company Common Stock held by each Company Holder (rounded down Purchased Shares to be sold to the nearest whole number of shares of Parent Class A Common Stock to be issued and allotted among Purchaser at the Company Holders) and Closing, (iii) a certification, duly executed by an authorized officer the portion of the CompanyPurchase Price to be paid to such Seller at such Closing, (iv) such Seller’s Pro Rata Portion, (v) such Seller’s respective portion of the payments at the Closing into the Escrow Fund, and (vi) such other relevant information that the information delivered pursuant Purchaser or the Paying Agent may reasonably require in order to clauses enable distribution of any amount hereunder to such Seller. (i3) through (ii) isWith respect to each Non-Signing Seller, and will the name of such Non-Signing Seller, the number of Purchased Shares to be as of immediately prior sold to the First Effective TimePurchaser at the Closing by such Non-Signing Seller and the consideration payable for such Shares. (4) With respect to each Signing Seller, the name of such Signing Seller, the number of Purchased Shares to be sold to the actual knowledge of Purchaser at the Closing by such authorized officer of Signing Seller and the Company, true and correct in all material respects. Following delivery of consideration payable for such Shares. (b) In the Payment Spreadsheet, the Company shall review and consider in good faith event that any comments to the Payment Spreadsheet provided by Parent or any of its Representatives. The Payment Spreadsheet finalized hereunder shall be used for purposes of issuing the Aggregate Transaction Consideration to the Company Holders pursuant to and in accordance with the First Merger. In issuing the Aggregate Transaction Consideration, Parent and Merger Sub I shall be entitled to rely fully on the information set forth in the Payment Spreadsheet becomes inaccurate at any time prior to the Closing, the Company shall deliver a revised Payment Spreadsheet, together with a new certification consistent with ‎Section 6.08‎(a), whereupon such revised Payment Spreadsheet shall be deemed to be the “Payment Spreadsheet” for all purposes of and under this Agreement.

Payment Spreadsheet. Not less than five (5a) Business Days At least three (3) business days prior to the First Effective TimeClosing Date, the Company shall deliver to Parent a schedule, in a form to be mutually agreed between the Parties (such agreement not to be unreasonably withheld or delayed) payment spreadsheet (the “Payment Spreadsheet”) setting forth (i) the Aggregate Fully Diluted Company Common Sharesin form and substance reasonably acceptable to Parent, (ii) the allocation of the Aggregate Transaction Consideration (other than with respect to shares of Company Common Stock subject to Company Awards (which shall be subject to Section 3.01(c))) among Company Holders calculated by multiplying the Exchange Ratio certified as complete and accurate by the total number of shares of Company Common Stock held by each Company Holder (rounded down to the nearest whole number of shares of Parent Class A Common Stock to be issued President and allotted among the Company Holders) Chief Executive Officer and (iii) a certification, duly executed by an authorized officer Chief Financial Officer of the Company, that setting forth the following information delivered pursuant with respect to clauses each Company Stockholder: (i) through (ii) is, and will be as of immediately prior to the First Effective Time, the number of shares of Company Capital Stock held by such Company Stockholder, the certificate number(s) for such shares; (ii) as of immediately prior to the actual knowledge of such authorized officer Effective Time, the portion of the Company, true estimated Merger Consideration and correct in all material respects. Following delivery that portion of the Payment Spreadsheet, the Company shall review and consider in good faith any comments to the Payment Spreadsheet provided by Parent or any of its Representatives. The Payment Spreadsheet finalized hereunder shall be used for purposes of issuing the Aggregate Transaction estimated Closing Cash Merger Consideration to the Company Holders pursuant to and payable in accordance with the First Merger. In issuing terms of this Agreement and in the Aggregate Transaction Considerationmanner provided herein to such Company Stockholder in respect of all of the shares of Company Capital Stock to be held by such Company Stockholder; (iii) that portion of the estimated Merger Consideration otherwise payable to such Company Stockholder that is treated as employment compensation and the amount thereof required to be withheld from such Company Stockholder under applicable Tax withholding laws, Parent if any; (iv) that portion of the estimated Merger Consideration which represents such Company Stockholder’s Pro Rata Percentage of the Note and Merger Sub I the Earn-out; (v) the Pro Rata Percentage of such Company Stockholder; and (vi) the mailing address and wire transfer information where all amounts payable pursuant to this Agreement shall be entitled delivered to rely fully on such Company Stockholder. (b) In the event that any information set forth in the Payment Spreadsheet becomes inaccurate at any time prior to the Effective Time, the Company shall deliver a revised Payment Spreadsheet, together with a new certification consistent with Section 4.14(a), whereupon such revised Payment Spreadsheet shall be deemed to be the “Payment Spreadsheet” for all purposes of and under this Agreement; provided, however that the aggregate amounts payable as disclosed in such revised Payment Spreadsheet shall not, without Parent’s written consent, change from the aggregate amounts payable in the Payment Spreadsheet in effect immediately prior to such revised Payment Spreadsheet taking effect. (c) The Company acknowledges and agrees that the Parent shall be entitled to rely on the Payment Spreadsheet for purposes of making any payments hereunder.

Payment Spreadsheet. Not less than five (5) Business Days prior to the First Effective Time, the Company shall deliver to Parent SPAC a schedule, in a form to be mutually agreed between the Parties (such agreement not to be unreasonably withheld or delayed) schedule (the “Payment Spreadsheet”) setting forth (iA) the calculation of the Company Closing Cash, the Company Closing Indebtedness, the Company Value, the Aggregate Fully Diluted Company Common SharesTransaction Consideration and the Per Share Exchange Ratio, (iiB) the allocation of the Aggregate Transaction Consideration (other than with respect to shares among the holders of Company Common Stock subject to Company Awards Stock, (which shall be subject to Section 3.01(c))C) among Company Holders calculated by multiplying the Exchange Ratio by the total number of shares of Company Common Stock held by underlying Company RSUs, Company Vested Options, Company Unvested Options, Company In-The-Money Warrants and Company Out-Of-The-Money Warrants for each holder, and (D) the allocation of the Company Holder (rounded down to the nearest whole number of shares of Parent Class A Common Stock to be issued and allotted Earnout Shares among the Company Holders) Earnout Recipients (which, in the case of this subsection (F), shall be done in accordance with, and (iii) taking into account and reflecting the provisions of, Section 3.06). The Payment Spreadsheet shall be prepared in good faith by the Company and in a certificationform and substance reasonably satisfactory to SPAC and accompanied by documentation reasonably satisfactory to SPAC. The Company shall provide SPAC with reasonable access to the relevant books, duly executed by an authorized officer records and personnel of the Company, that the information delivered pursuant Company to clauses (i) through (ii) is, and will be as of immediately prior enable SPAC to the First Effective Time, to the actual knowledge of such authorized officer of the Company, true and correct in all material respects. Following delivery of review the Payment Spreadsheet, the . The Company shall review consider all reasonable comments of SPAC and consider its representatives in good faith any comments and the parties shall make such amendments to the Payment Spreadsheet provided by Parent or any of its Representativesas the parties may mutually and in good faith agree. The Payment Spreadsheet finalized hereunder shall be used for purposes of issuing the Aggregate Transaction Consideration to the Company Holders pursuant to allocations and in accordance with the First Merger. In issuing the Aggregate Transaction Consideration, Parent and Merger Sub I shall be entitled to rely fully on the information calculations set forth in the Payment SpreadsheetSpreadsheet (as may be amended in accordance with the preceding sentence) shall, to the fullest extent permitted by applicable Law, be binding on all parties hereto and be used by SPAC for purposes of issuing all consideration in accordance with this Agreement, absent manifest error.

Payment Spreadsheet. Not less than five (5) Business Days prior to the First Company Merger Effective Time, the Company shall deliver to Parent SPAC a schedule, in a form to be mutually agreed between the Parties (such agreement not to be unreasonably withheld or delayed) schedule (the “Payment Spreadsheet”) ), certified by an appropriate officer of the Company, setting forth (i) the calculation of the Aggregate Fully Diluted Company Common SharesConsideration (including the amount of Leakage, together with reasonable supporting information with respect thereto), (ii) the allocation of the Aggregate Transaction Company Consideration and the Earn-Out Shares, if released from escrow in accordance with Section 3.04, among the holders of Company Common Stock, (other than iii) the portion of the Aggregate Company Consideration and the Earn-Out Shares, if released from escrow in accordance with respect Section 3.04, payable to shares each holder of Company Common Stock subject to Company Awards and (which shall be subject to Section 3.01(c))iv) among Company Holders calculated by multiplying the Exchange Ratio by the total number of shares of Company Holdco Common Stock held by each that can be purchased under the Exchanged Options. The allocation of the Aggregate Company Holder (rounded down Consideration and Earn-Out Shares and the information with respect to the nearest whole number exchange of shares of Parent Class A Common Stock to be issued and allotted among the Company Holders) and (iii) a certification, duly executed by an authorized officer of the Company, that the information delivered pursuant to clauses (i) through (ii) is, and will be as of immediately prior to the First Effective Time, to the actual knowledge of such authorized officer of the Company, true and correct Options into Exchanged Options set forth in all material respects. Following delivery of the Payment Spreadsheet, the Company shall review and consider in good faith any comments to the Payment Spreadsheet provided by Parent or any of its Representatives. The Payment Spreadsheet finalized hereunder shall be binding on all Parties and shall be used by Holdco for purposes of issuing the Aggregate Transaction Company Consideration to and allocating the Company Holders pursuant to and Earn-Out Shares, if released from escrow in accordance with Section 3.04, to the First Mergerholders of Company Common Stock and the conversion of the remaining Company Options into Exchanged Options pursuant to this Article III, absent manifest error. In issuing the Aggregate Transaction ConsiderationCompany Consideration and allocating the Earn-Out Shares, Parent if released from escrow in accordance with Section 3.04, and Merger Sub I converting Company Options into Exchanged Options pursuant to this Article III, Holdco and SPAC shall be entitled to rely fully on the information set forth in the Payment Spreadsheet, absent manifest error.”