Common use of Allocation of Company Clause in Contracts

Allocation of Company. Termination Fee 1) In the event the Company Termination Fee (as defined in the Merger Agreement) is paid to Parent under the terms of the Merger Agreement, such Company Termination Fee shall be allocated and paid as follows: (i) first, to payment by the Company of its incurred but not yet paid expenses; (ii) second, to each Sponsor in an amount equal to the expenses actually incurred thereby in connection with the Transactions, subject to the limitations set forth in Section U of this Term Sheet (“Reimbursement of Out-of-Pocket Costs”); (iii) third, to each Sponsor in the amount invested by such Sponsor in Newco (including the amounts contributed by such Sponsor in connection with the Initial Closing); and (iv) fourth, in accordance with the percentages set forth on the table titled “Topping Bid / Breakup Alpha Split” attached as Exhibit E hereto. U. Reimbursement of Out-of-Pocket Costs 1) The Company shall reimburse each of the Sponsors, in a timely fashion and substantially concurrently with one another, for out-of-pocket expenses incurred thereby in connection with the Transaction up to a cap, in each case, of $200,000; provided, it being understood that the legal fees and expenses of Xxxxxx, Xxxx & Xxxxxxxx LLP specifically for its services to the Company (regardless of whether billed to the Company or WndrCo, but excluding services provided solely for WndrCo (e.g., negotiating this Term Sheet)) relating to clauses (1), (2), (3), (4) and (5) of the first paragraph of this letter agreement shall be the responsibility of the Company and not WndrCo. Put/Call Term Sheet1 A. Put/Call Put. Beginning in calendar year 2022 and for each calendar year thereafter through 2026 (i.e., five periods), during the period beginning on March 1 and ending on the 30th day after delivery of the Annual Financial Statements of Company for the prior calendar year (the “Put Notice Period”), Xxxxxxx Xxxxxxxxx, Xxxxx XxXxxxx and LHC (each, a “Put Participant”) shall each have the right to separately notify Company (the “Put Notice Date”) of its election to put to Company (a “Put Notice”) 10%, but not less than 10%, of the Interests held by such Put Participant at the Closing (a “Put”). For the avoidance of doubt, pursuant to the foregoing, the Put may be exercised once in each calendar year for a maximum total of five Puts. Call. Beginning in calendar year 2023 and for each calendar year thereafter through 2027 (i.e., five periods), during the period beginning on March 1 and ending on the 35th day after delivery of the Annual Financial Statements of Company for the prior calendar year (the “Call Notice Period” and, together with the Put Notice Period, each a “Put/Call Notice Period”), Company shall have the right to notify each Put Participant (the “Call Notice Date”) of Company’s election to purchase (a “Call”) 10% (unless it is Company’s third exercise of a Call with respect to such Put Participant, in which case 5%), but not less than 10% (or 5% in the case of Company’s third exercise of a Call with respect to such Put Participant), of the Interests held by such Put Participant at the Closing (a “Call Notice”). For the avoidance of doubt, pursuant to the foregoing, with respect to each Put Participant, the Call may be exercised once in each calendar year for a maximum total of three Calls with respect to any one Put Participant.

Allocation of Company. Termination Fee 1) In the event the Company Termination Fee (as defined in the Merger Agreement) is paid to Parent under the terms of the Merger Agreement, such Company Termination Fee shall be allocated and paid as follows: (i) first, to payment by the Company of its incurred but not yet paid expenses; (ii) second, to each Sponsor in an amount equal to the expenses actually incurred thereby in connection with the Transactions, subject to the limitations set forth in Section U of this Term Sheet (“"Reimbursement of Out-of-Pocket Costs”"); (iii) third, to each Sponsor in the amount invested by such Sponsor in Newco (including the amounts contributed by such Sponsor in connection with the Initial Closing); and (iv) fourth, in accordance with the percentages set forth on the table titled “"Topping Bid / Breakup Alpha Split” " attached as Exhibit E hereto. U. Reimbursement of Out-of-Pocket Costs 1) The Company shall reimburse each of the Sponsors, in a timely fashion and substantially concurrently with one another, for out-of-pocket expenses incurred thereby in connection with the Transaction up to a cap, in each case, of $200,000; provided, it being understood that the legal fees and expenses of Xxxxxx, Xxxx & Xxxxxxxx LLP specifically for its services to the Company (regardless of whether billed to the Company or WndrCo, but excluding services provided solely for WndrCo (e.g., negotiating this Term Sheet)) relating to clauses (1), (2), (3), (4) and (5) of the first paragraph of this letter agreement shall be the responsibility of the Company and not WndrCo. Exhibit D Put/Call Term Sheet1 A. Put/Call Put. Beginning in calendar year 2022 and for each calendar year thereafter through 2026 (i.e., five periods), during the period beginning on March 1 and ending on the 30th day after delivery of the Annual Financial Statements of Company for the prior calendar year (the “"Put Notice Period”"), Xxxxxxx Xxxxxxxxx, Xxxxx XxXxxxx and LHC (each, a “"Put Participant”") shall each have the right to separately notify Company (the “"Put Notice Date”") of its election to put to Company (a “"Put Notice”") 10%, but not less than 10%, of the Interests held by such Put Participant at the Closing (a “"Put”"). For the avoidance of doubt, pursuant to the foregoing, the Put may be exercised once in each calendar year for a maximum total of five Puts. Call. Beginning in calendar year 2023 and for each calendar year thereafter through 2027 (i.e., five periods), during the period beginning on March 1 and ending on the 35th day after delivery of the Annual Financial Statements of Company for the prior calendar year (the “"Call Notice Period” " and, together with the Put Notice Period, each a “"Put/Call Notice Period”"), Company shall have the right to notify each Put Participant (the “"Call Notice Date”") of Company’s 's election to purchase (a “"Call”") 10% (unless it is Company’s 's third exercise of a Call with respect to such Put Participant, in which case 5%), but not less than 10% (or 5% in the case of Company’s 's third exercise of a Call with respect to such Put Participant), of the Interests held by such Put Participant at the Closing (a “"Call Notice”"). For the avoidance of doubt, pursuant to the foregoing, with respect to each Put Participant, the Call may be exercised once in each calendar year for a maximum total of three Calls with respect to any one Put Participant. Put Purchase Price. In the event of a Put, the purchase price for a Put Participant's Interests shall be the proceeds that such Put Participant would receive with respect to the Preferred Interests and/or Common Interests being purchased if the Put Value (as defined below) as of the Put Notice Date were distributed to the equityholders of the Company through a hypothetical liquidation waterfall (the "Put Purchase Amount"). The "Put Value" shall mean, as of the Put Notice Date, the greatest of (a) the Revenue Multiple multiplied by Revenue for the prior calendar year, (b) the EBITDA Multiple multiplied by EBITDA, and (c) the Recent Financing Equity Value. If a Put Participant exercises a Put then subject to the "Put Limitations" below, the applicable Interests will be purchased within 90 days of the determination of the Put Purchase Amount. Call Purchase Price. In the event of a Call, the purchase price for a Put Participant's Interests shall be the amount (the "Call Purchase Amount") that is equal to (i) the proceeds that such Put Participant would receive with respect to the Preferred Interests and/or Common Interests being purchased if the Put Value as of the Call Notice Date were distributed to the equityholders of the Company, multiplied by (ii) 120%. If the Call is exercised, the applicable Interests will be purchased within 90 days of the determination of the Call Purchase Amount. Preferred Interests. To the extent a Put Participant holds both Preferred Interests and Common Interests, the Interests Put or Called for such Put Participant shall initially be Common Interests received upon conversion of Preferred Interests held by such Put Participant and its affiliates, and after such Put Participant and its affiliates no longer hold any Preferred Interests, Common Interests.