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 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.”

Payment Spreadsheet. Not less than five (5) Business Days prior to the First Effective Time, the Company shall deliver to Parent GAMC 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 Company Common Sharescalculation of the Transaction Consideration and the Exchange Ratio, (ii) the allocation of the Aggregate Transaction Consideration (other than with respect to shares among the holders of Company Common Stock subject Stock, (iii) the portion of Transaction Consideration payable to each holder of Company Awards Common Stock, 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 New GAMC Common Stock held that will be 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 each the Company Holder (rounded down and in a form and substance reasonably satisfactory to GAMC and accompanied by documentation reasonably satisfactory to GAMC. The Company shall provide GAMC with reasonable access to the nearest whole number relevant books, records, and personnel 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 enable GAMC 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 GAMC and consider its representatives in good faith any comments and the parties shall make such amendment to the Payment Spreadsheet provided by Parent or any of its Representativesas the parties 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 GAMC 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 GAMC 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 (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 (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 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 XX Xxxxxxx 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.