Common use of Payment Spreadsheet Clause in Contracts

Payment Spreadsheet. Not less than five (5) Business Days prior to the Company Merger Effective Time, the Company shall deliver to SPAC a schedule (the “Payment Spreadsheet”), certified by an appropriate officer of the Company, setting forth (i) the calculation of the Aggregate Company Consideration (including the amount of Leakage, together with reasonable supporting information with respect thereto), (ii) the allocation of the Aggregate Company Consideration and the Earn-Out Shares, if released from escrow in accordance with Section 3.04, among the holders of Company Common Stock and the holders of Company Vested In-the-Money Options (taking into account, with respect to the holders of Company Vested In-the-Money Options, the aggregate exercise price of all such Company Options), (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 each holder of Company Common Stock and each holder of Company Vested In-the-Money Options and (iv) the number of shares of Holdco Common Stock that can be purchased under the Exchanged Options. The allocation of the Aggregate Company Consideration and Earn-Out Shares and the information with respect to the exchange of Company Options into Exchanged Options set forth in the Payment Spreadsheet shall be binding on all Parties and shall be used by Holdco for purposes of issuing the Aggregate Company Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, to the holders 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 Company Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, and 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 Company Merger First Effective Time, the Company shall deliver to SPAC Parent a schedule schedule, in a form to be mutually agreed between the Parties (such agreement not to be unreasonably withheld or delayed) (the “Payment Spreadsheet”), certified by an appropriate officer of the Company, ) setting forth (i) the calculation of the Aggregate Fully Diluted Company Consideration (including the amount of Leakage, together with reasonable supporting information with respect thereto)Common Shares, (ii) the allocation of the Aggregate Company Transaction Consideration and the Earn-Out Shares, if released from escrow in accordance (other than with Section 3.04, among the holders respect to shares of Company Common Stock and subject to Company Awards (which shall be subject to Section 3.01(c))) among Company Holders calculated by multiplying the holders Exchange Ratio by the total number of Company Vested In-the-Money Options (taking into account, with respect to the holders of Company Vested In-the-Money Options, the aggregate exercise price of all such Company Options), (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 each holder shares of Company Common Stock and held by each holder of Company Vested In-the-Money Options and Holder (iv) rounded down to the nearest whole number of shares of Holdco Parent Class A Common Stock that can to be purchased under issued and allotted among the Exchanged Options. The allocation Company Holders) and (iii) a certification, duly executed by an authorized officer of the Aggregate Company Consideration and Earn-Out Shares and Company, that the information with respect delivered pursuant to clauses (i) through (ii) is, and will be as of immediately prior to the exchange 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 Options into Exchanged Options set forth shall review and consider in good faith any comments to the Payment Spreadsheet shall be binding on all Parties and provided by Parent or any of its Representatives. The Payment Spreadsheet finalized hereunder shall be used by Holdco for purposes of issuing the Aggregate Transaction Consideration to the Company Consideration Holders pursuant to and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, to the holders 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 errorFirst Merger. In issuing the Aggregate Company Consideration Transaction Consideration, Parent and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, and converting Company Options into Exchanged Options pursuant to this Article III, Holdco and SPAC Merger Sub I 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 Company Merger Effective TimeClosing Date, the Company shall deliver to SPAC WinVest a schedule (the “Payment Spreadsheet”), certified by an appropriate officer of the Company, ) setting forth (i) the calculation name, last known address and (to the extent available) email address of the Aggregate each holder of Company Consideration (including the amount of Leakage, together with reasonable supporting information with respect thereto), Common Units; (ii) the allocation amount of the Aggregate Company Closing Stock Consideration and the Earn-Out Shares, if released from escrow in accordance with Section 3.04, among the holders of Company Common Stock and the holders of Company Vested In-the-Money Options (taking into account, with respect to the holders of Company Vested In-the-Money Options, the aggregate exercise price of all such Company Options), (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 each holder of Company Common Stock and Units; (iii) the number of Earnout Rights payable to each holder of Company Vested In-the-Money Options Common Units; and (iv) the number amount of shares Xtribe Financing Stock Consideration payable to each Xtribe Investor, and (v) any other information reasonably required by WinVest or the Exchange Agent to transfer the Closing Stock Consideration and the Earnout Rights to the holders of Holdco Company Common Stock that can Units, which Payment Spreadsheet shall be purchased under prepared in good faith by the Exchanged OptionsCompany and in a form and substance reasonably satisfactory to WinVest and accompanied by documentation reasonably satisfactory to WinVest. The allocation Company shall provide WinVest with reasonable access to the relevant books, records and personnel of the Aggregate Company Consideration to enable WinVest to review the Payment Spreadsheet. The allocations and Earn-Out Shares and the information with respect to the exchange of Company Options into Exchanged Options calculations set forth in the Payment Spreadsheet 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 parties hereto and shall be used by Holdco WinVest for purposes of issuing the Aggregate Company Merger Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, to the holders 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 IIIAgreement, absent manifest error. In issuing the Aggregate Company Merger Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, and converting Company Options into Exchanged Options pursuant to this Article III, Holdco WinVest and SPAC shall the Merger 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, absent manifest errorand to make payments in accordance therewith.

Payment Spreadsheet. Not less than five (5a) At the date hereof, and at least three (3) Business Days prior to the Company Merger Effective Timescheduled date of the Closing, the Company shall deliver to SPAC a schedule payment spreadsheet (the “Payment Spreadsheet”)) in a form reasonably acceptable to the Purchaser and the Paying Agent, certified as complete and accurate by an appropriate officer the Chief Executive Officer and the Chief Financial Officer of the Company, setting forth the following information: (i1) the calculation of the Aggregate Company Consideration Purchase Price payable at the Closing, including a separate line item for each deduction thereof in accordance with the term of this Agreement; and (including the amount of Leakage, together with reasonable supporting information 2) with respect thereto)to each Seller, (i) such Sellers’s address as appearing in the shareholder register of the Company, (ii) the allocation number of the Aggregate Company Consideration and the Earn-Out Shares, if released from escrow in accordance with Section 3.04, among the holders of Company Common Stock and the holders of Company Vested In-the-Money Options (taking into account, with respect Purchased Shares to be sold to the holders of Company Vested In-the-Money Options, Purchaser at the aggregate exercise price of all such Company Options)Closing, (iii) the portion of the Aggregate Company Consideration and the Earn-Out SharesPurchase Price to be paid to such Seller at such Closing, if released from escrow in accordance with Section 3.04, payable to each holder of Company Common Stock and each holder of Company Vested In-the-Money Options and (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 Purchaser or the Paying Agent may reasonably require in order to enable distribution of any amount hereunder to such Seller. (3) With respect to each Non-Signing Seller, the name of such Non-Signing Seller, the number of shares of Holdco Common Stock that can Purchased Shares to be purchased under sold to the Exchanged Options. The allocation of Purchaser at the Aggregate Company Consideration and EarnClosing by such Non-Out Shares Signing Seller and the information with consideration payable for such Shares. (4) With respect to each Signing Seller, the exchange name of Company Options into Exchanged Options such Signing Seller, the number of Purchased Shares to be sold to the Purchaser at the Closing by such Signing Seller and the consideration payable for such Shares. (b) In the event that any information set forth in the Payment Spreadsheet shall be binding on all Parties and shall be used by Holdco for purposes of issuing the Aggregate Company Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, becomes inaccurate at any time prior to the holders of Closing, the 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 Company Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, and 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 deliver a revised Payment Spreadsheet, absent manifest errortogether 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 (5) Business Days prior to the Company Merger Effective Time, the Company shall deliver to SPAC BAC a schedule (the “Payment Spreadsheet”), certified by an appropriate officer of the Company, ) setting forth (i) the calculation of the Aggregate Transaction Consideration, the Company Consideration Value, and the Company In-The-Money Option Proceeds Amount and Company In-The-Money Warrant Proceeds Amount (including which shall be calculated in a manner, and be in a format, consistent with the amount of Leakage, together with reasonable supporting information with respect theretoillustrative example set forth on Schedule D hereto), (ii) the allocation of the Aggregate Transaction Consideration to the holders of shares of Company Consideration and the Earn-Out Shares, if released from escrow Common Stock in accordance with Section 3.04, among the holders of Company Common Stock and the holders of Company Vested In-the-Money Options (taking into account, with respect to the holders of Company Vested In-the-Money Options, the aggregate exercise price of all such Company Options3.01(b)(i), (iii) the portion allocation of the Aggregate Company Consideration and the Earn-Out SharesShares among the Earn-Out Recipients, if released from escrow in accordance (iii) with Section 3.04, payable respect to each holder of Company Common Stock and each holder of Options or Company Vested In-the-Money Options and (iv) Warrants, the number of shares of Holdco New BAC Common Stock that can will be purchased under subject to each such holder’s Rollover Option and Rollover Warrant as determined in accordance with Section 3.01(c), in each case, prepared in good faith by the Exchanged OptionsCompany and in a form and substance reasonably satisfactory to BAC and accompanied by documentation reasonably satisfactory to BAC. The allocation Company shall provide BAC with reasonable access to the relevant books, records and personnel of the Aggregate Company Consideration to enable BAC to review the Payment Spreadsheet. The Company shall consider all reasonable comments of BAC and Earn-Out Shares its representatives in good faith and the information with respect parties hereto shall make such amendments to the exchange of Company Options into Exchanged Options Payment Spreadsheet as the parties hereto may mutually and in good faith agree. The allocations and calculations set forth in the Payment Spreadsheet 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 parties hereto and shall be used by Holdco BAC for purposes of issuing the Aggregate Company Consideration and allocating the Earn-Out Shares, if released from escrow all consideration in accordance with Section 3.04, to the holders 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 IIIAgreement, absent manifest error. In issuing the Aggregate Company Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, and converting Company Options into Exchanged Options all consideration pursuant to this Article III, Holdco BAC and SPAC shall Merger Sub 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 (5) Business Days prior to the Company Merger Effective TimeClosing Date, the Company shall deliver to SPAC WinVest a schedule (the “Payment Spreadsheet”), certified by an appropriate officer of the Company, ) setting forth (i) the calculation name, last known address and (to the extent available) email address of the Aggregate each holder of Company Consideration (including the amount of Leakage, together with reasonable supporting information with respect thereto), Ordinary Shares; (ii) the allocation amount of Closing Share Consideration issuable to each holder of Company Ordinary Shares; (iii) the Aggregate 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 Earn-Out Shares, if released from escrow in accordance with Section 3.04, among the holders of Company Common Stock and the holders of Company Vested In-the-Money Options (taking into account, with respect Earnout Rights to the holders of Company Vested In-the-Money OptionsOrdinary Shares, which Payment Spreadsheet shall be prepared in good faith by the aggregate exercise price of all such Company Options)and in a form 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, (iii) the portion records and personnel of the Aggregate Company Consideration and to enable WinVest to review the Earn-Out Shares, if released from escrow in accordance with Section 3.04, payable to each holder of Company Common Stock and each holder of Company Vested In-the-Money Options and (iv) the number of shares of Holdco Common Stock that can be purchased under the Exchanged OptionsPayment Spreadsheet. The allocation of the Aggregate Company Consideration allocations and Earn-Out Shares and the information with respect to the exchange of Company Options into Exchanged Options calculations set forth in the Payment Spreadsheet 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 parties hereto and shall be used by Holdco WinVest and WinVest BVI for purposes of issuing the Aggregate Company Merger Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, to the holders 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 IIIAgreement, absent manifest error. In issuing the Aggregate Company Merger Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, and converting Company Options into Exchanged Options pursuant to this Article III, Holdco WinVest and SPAC 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, absent manifest errorand to make payments and issuances of WinVest BVI Ordinary Shares in accordance therewith.

Payment Spreadsheet. Not less than five (5a) Business Days At least three (3) business days prior to the Closing Date, the Company shall deliver to Parent a payment spreadsheet (the “Payment Spreadsheet”) in form and substance reasonably acceptable to Parent, certified as complete and accurate by the President and Chief Executive Officer and Chief Financial Officer of the Company, setting forth the following information with respect to each Company Stockholder: (i) as of immediately prior to the 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 Effective Time, the portion of the estimated Merger Consideration and that portion of the estimated Closing Cash Merger Consideration payable in accordance with the terms of this Agreement and in the manner 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, if any; (iv) that portion of the estimated Merger Consideration which represents such Company Stockholder’s Pro Rata Percentage of the Note and 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 delivered to 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 SPAC a schedule (be the “Payment Spreadsheet”)” for all purposes of and under this Agreement; provided, certified by an appropriate officer of the Company, setting forth (i) the calculation of the Aggregate Company Consideration (including the amount of Leakage, together with reasonable supporting information with respect thereto), (ii) the allocation of the Aggregate Company Consideration and the Earn-Out Shares, if released from escrow in accordance with Section 3.04, among the holders of Company Common Stock and the holders of Company Vested In-the-Money Options (taking into account, with respect to the holders of Company Vested In-the-Money Options, however that the aggregate exercise price of all amounts payable as disclosed in such Company Options)revised Payment Spreadsheet shall not, (iii) without Parent’s written consent, change from the portion of the Aggregate Company Consideration and the Earn-Out Shares, if released from escrow in accordance with Section 3.04, aggregate amounts payable to each holder of Company Common Stock and each holder of Company Vested In-the-Money Options and (iv) the number of shares of Holdco Common Stock that can be purchased under the Exchanged Options. The allocation of the Aggregate Company Consideration and Earn-Out Shares and the information with respect to the exchange of Company Options into Exchanged Options set forth in the Payment Spreadsheet shall be binding on all Parties in effect immediately prior to such revised Payment Spreadsheet taking effect. (c) The Company acknowledges and shall be used by Holdco for purposes of issuing agrees that the Aggregate Company Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, to the holders 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 Company Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, and converting Company Options into Exchanged Options pursuant to this Article III, Holdco and SPAC Parent shall be entitled to rely fully on the information set forth in the Payment Spreadsheet, absent manifest errorSpreadsheet for purposes of making any payments hereunder.

Payment Spreadsheet. Not less than five (5) Business Days prior to the Company Merger Effective Time, the Company shall deliver to SPAC a schedule (the “Payment Spreadsheet”), certified by an appropriate officer of the Company, ) setting forth (iA) the calculation of the Company Closing Cash, the Company Closing Indebtedness, the Company Value, the Aggregate Company Transaction Consideration (including and the amount of Leakage, together with reasonable supporting information with respect thereto)Per Share Exchange Ratio, (iiB) the allocation of the Aggregate Company Transaction Consideration and the Earn-Out Shares, if released from escrow in accordance with Section 3.04, among the holders of Company Common Stock and the holders of Company Vested In-the-Money Options (taking into account, with respect to the holders of Company Vested In-the-Money Options, the aggregate exercise price of all such Company Options)Stock, (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 each holder of Company Common Stock and each holder of Company Vested In-the-Money Options and (ivC) the number of shares of Holdco Company Common Stock that can be purchased under 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 Exchanged Options. The allocation of the Aggregate Company Consideration Earnout Shares among the Company Earnout Recipients (which, in the case of this subsection (F), shall be done in accordance with, and Earn-Out Shares 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 form 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, records and personnel of the Company to enable SPAC to review the Payment Spreadsheet. The Company shall consider all reasonable comments of SPAC and its representatives in good faith and the information with respect parties shall make such amendments to the exchange of Company Options into Exchanged Options Payment Spreadsheet as the parties may mutually and in good faith agree. The allocations and calculations set forth in the Payment Spreadsheet 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 parties hereto and shall be used by Holdco SPAC for purposes of issuing the Aggregate Company Consideration and allocating the Earn-Out Shares, if released from escrow all consideration in accordance with Section 3.04, to the holders 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 Company Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, and 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 SpreadsheetAgreement, absent manifest error.

Payment Spreadsheet. Not less than five (5i) Business Days prior to the Company Merger Effective TimeAttached hereto as Exhibit B, the Company shall deliver to SPAC is a schedule (the “Payment Spreadsheet”)spreadsheet, certified by an appropriate officer the CEO and/or President of the CompanyCompany (each, setting forth an “Authorized Person”) showing (i) the calculation Company's good faith estimate (based on reasonable assumptions) of the Aggregate 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 Consideration Disclosure Schedule (including the amount of Leakage, together with reasonable supporting information with respect thereto"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 date thereof: (A) the name, the street address, email address, and residency of such holder, telephone number, bank information (the respective bank name and number, the branch name, number and address, swift number and account number), (B) the number and class of shares of Company Share Capital held, and (C) a calculation of the portion of the Aggregate Company Consideration (including the number of Parent Ordinary Shares each Seller and Bonus Holder will be entitled to receive out of 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 responsible for the determination of the Aggregate Consideration allocation. The Aggregate Consideration allocation will be presented in the Final Payment Spreadsheet, which will be deemed a Specified Representation of the Company. Sellers and the Earn-Out Shares, if released from escrow Company also represent that the information and calculations set forth in the Final Payment Spreadsheet shall be made in accordance with Section 3.04the terms and conditions of this Agreement, the Company’s Organizational Documents, and other relevant existing contractual arrangements among the holders of Company Common Stock and the holders of Company Vested In-the-Money Options (taking into account, with respect Share Capital. In no event shall Parent or Buyer be required to the holders of Company Vested In-the-Money Options, the aggregate exercise price of all such Company Options), (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 each holder of Company Common Stock and each holder of Company Vested In-the-Money Options and (iv) the number of shares of Holdco Common Stock that can be purchased under the Exchanged Options. The allocation of the Aggregate Company Consideration and Earn-Out Shares and the information with respect to the exchange of Company Options into Exchanged Options set forth in the Payment Spreadsheet shall be binding on all Parties and shall be used by Holdco for purposes of issuing the Aggregate Company Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, to the holders of Company Common Stock and Company Vested In-the-Money Options and the conversion of the remaining Company Options into Exchanged Options make any payments pursuant to this Article III, absent manifest errorAgreement unless and until the Final Payment Spreadsheet has been duly certified and delivered by the Company. In issuing the Aggregate Company Consideration Parent and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, and converting Company Options into Exchanged Options pursuant to this Article III, Holdco and SPAC 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 Spreadsheet, absent manifest errorSpreadsheet and this Agreement.

Payment Spreadsheet. Not less than five (5) Business Days prior to the Company Merger Effective Time, the Company shall deliver to SPAC a schedule (the “Payment Spreadsheet”), certified by an appropriate officer of the Company, setting forth (i) the calculation of the Aggregate Company Consideration (including the amount of Leakage, together with reasonable supporting information with respect thereto), (ii) the allocation of the Aggregate Company Consideration and the Earn-Out Shares, if released from escrow in accordance with Section 3.04, among the holders of Company Common Stock and the holders of Company Vested In-the-Money Options (taking into account, with respect to the holders of Company Vested In-the-Money Options, the aggregate exercise price of all such Company Options)Stock, (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 each holder of Company Common Stock and each holder of Company Vested In-the-Money Options and (iv) the number of shares of Holdco Common Stock that can be purchased under the Exchanged Options. The allocation of the Aggregate Company Consideration and Earn-Out Shares and the information with respect to the exchange of Company Options into Exchanged Options set forth in the Payment Spreadsheet shall be binding on all Parties and shall be used by Holdco for purposes of issuing the Aggregate Company Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, to the holders 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 Company Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, and 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 Company Merger Effective Time, the Company shall deliver to SPAC DFB Healthcare, a schedule setting forth the Merger Consideration (which shall include the breakdown of Closing Stock Consideration and Contingent Consideration for each Company Unitholder, and the breakdown of the ▇▇ ▇▇▇▇▇▇▇ Merger Closing Consideration, the A Blocker Merger Closing Consideration and Contingent Consideration for each Blocker Seller) payable to the Company Unitholders and the Blocker Sellers (the “Payment Spreadsheet”), certified by an appropriate officer . The allocation of the Company, setting forth (i) Merger Consideration among the calculation Company Unitholders and the Blocker Sellers shall be determined in accordance with the provisions of the Aggregate Company Consideration (including the amount of Leakage, together with reasonable supporting information with respect thereto), (ii) 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 Aggregate Company Consideration and the Earn-Out Shares, if released from escrow in accordance with Section 3.04, among the holders avoidance of Company Common Stock and the holders of Company Vested In-the-Money Options (taking into accountdoubt, with respect to the holders of Company Vested In-the-Money Optionsany Blocker, the aggregate exercise price of all such Company Options), (iii) the portion of the Aggregate Company Merger Consideration and the Earn-Out Shares, if released from escrow in accordance with Section 3.04, shall be payable to each holder the applicable Blocker Seller. The sum of Company Common Stock and each holder of Company Vested In-the-Money Options and (ivi) the number of shares of Holdco DFB Healthcare Common Stock that can 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 purchased under equal to (A) the Exchanged OptionsAggregate Merger Closing Consideration Amount divided by (B) $10.00. The allocation of the Aggregate Company Merger Consideration and Earn-Out Shares and the information with respect to the exchange of Company Options into Exchanged Options set forth in the Payment Spreadsheet shall be binding on all Parties parties and shall be used by Holdco DFB Healthcare and Merger Sub for purposes of issuing the Aggregate Company Merger Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, to the holders of Company Common Stock and Company Vested In-the-Money Options Blocker Sellers and the conversion of the remaining Company Options into Exchanged Options Unitholders pursuant to this Article III, absent manifest errorII. In issuing the Aggregate Company Merger Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, and converting Company Options into Exchanged Options pursuant to this Article IIIII, Holdco DFB Healthcare and SPAC Merger Sub shall be entitled to rely fully on the information allocation of the Merger Consideration set forth in the Payment Spreadsheet, absent manifest error.

Payment Spreadsheet. Not less than five (5) Business Days prior to the Company Rorschach Merger Effective Time, the Company Rorschach shall deliver to SPAC the Company a schedule (the “Payment Spreadsheet”), certified by an appropriate officer of the Company, ) setting forth (ia) the calculation of the Aggregate Company Rorschach Consideration and (including the amount of Leakage, together with reasonable supporting information with respect thereto), (iib) the allocation of the Aggregate Company Rorschach Consideration and the Earn-Out Shares, if released from escrow in accordance with Section 3.04, among the holders of Company Common Stock and the holders of Company Vested In-the-Money Options Rorschach Members (taking into account, with respect which allocation shall be done in proportion to the holders of Company Vested In-the-Money Options, the aggregate exercise price of all such Company OptionsRorschach Members’ respective capital contributions to Rorschach), (iii) which Payment Spreadsheet shall be prepared in good faith and in a form and substance reasonably satisfactory to the portion Company and accompanied by documentation reasonably satisfactory to the Company. Rorschach shall provide the Company with reasonable access to the relevant books, records and personnel of Rorschach and its affiliates to enable the Aggregate Company Consideration and to review the Earn-Out Shares, if released from escrow in accordance with Section 3.04, payable to each holder of Company Common Stock and each holder of Company Vested In-the-Money Options and (iv) the number of shares of Holdco Common Stock that can be purchased under the Exchanged OptionsPayment Spreadsheet. The allocation of the Aggregate Company Rorschach Consideration and Earn-Out Shares and (as may be amended in accordance with the information with respect to the exchange of Company Options into Exchanged Options set forth in the Payment Spreadsheet preceding sentence) shall be binding on all Parties and shall be used by Holdco Pubco for purposes of issuing the Aggregate Company Rorschach Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, to the holders 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 IIIRorschach Members, absent manifest error. In issuing the Aggregate Company Consideration and allocating the Earn-Out SharesRorschach Consideration, if released from escrow in accordance with Section 3.04, and converting Company Options into Exchanged Options pursuant to this Article III, Holdco and SPAC 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 (5) Business Days prior to the Company Merger Effective Time, the Company shall deliver to SPAC GAMC a schedule (the “Payment Spreadsheet”), certified by an appropriate officer of the Company, ) setting forth (i) the calculation of the Aggregate Company Transaction Consideration (including and the amount of Leakage, together with reasonable supporting information with respect thereto)Exchange Ratio, (ii) the allocation of the Aggregate Company Transaction Consideration and the Earn-Out Shares, if released from escrow in accordance with Section 3.04, among the holders of Company Common Stock and the holders of Company Vested In-the-Money Options (taking into account, with respect to the holders of Company Vested In-the-Money Options, the aggregate exercise price of all such Company Options)Stock, (iii) the portion of the Aggregate Company Transaction Consideration and the Earn-Out Shares, if released from escrow in accordance with Section 3.04, payable to each holder of Company Common Stock and each holder of Company Vested In-the-Money Options Stock, and (iv) the number of shares of Holdco New GAMC Common Stock that can will be purchased under subject to each Rollover Option, Rollover RSU, and Converted Warrants, which shall be determined in accordance with Section 3.01(d), in each case, prepared in good faith by the Exchanged OptionsCompany and in a form and substance reasonably satisfactory to GAMC and accompanied by documentation reasonably satisfactory to GAMC. The allocation Company shall provide GAMC with reasonable access to the relevant books, records, and personnel of the Aggregate Company Consideration to enable GAMC to review the Payment Spreadsheet. The Company shall consider all reasonable comments of GAMC and Earn-Out Shares its representatives in good faith and the information with respect parties shall make such amendment to the exchange of Company Options into Exchanged Options Payment Spreadsheet as the parties may mutually and in good faith agree. The allocations and calculations set forth in the Payment Spreadsheet 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 parties hereto and shall be used by Holdco GAMC for purposes of issuing the Aggregate Company Consideration and allocating the Earn-Out Shares, if released from escrow all consideration in accordance with Section 3.04, to the holders 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 IIIAgreement, absent manifest error. In issuing the Aggregate Company Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, and converting Company Options into Exchanged Options all consideration pursuant to this Article III, Holdco GAMC and SPAC shall Merger Sub 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.