Common use of Payment Spreadsheet Clause in Contracts

Payment Spreadsheet. Not less than five (5) Business Days prior to the Closing Date, the Company shall deliver to WinVest a schedule (the “Payment Spreadsheet”) setting forth (i) the name, last known address and (to the extent available) email address of each holder of Company Common Units; (ii) the amount of Closing Stock Consideration payable to each holder of Company Common Units; (iii) the number of Earnout Rights payable to each holder of Company Common Units; and (iv) the amount of 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 Company Common Units, which Payment Spreadsheet shall be prepared in good faith by the Company 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, records and personnel of the Company to enable WinVest to review the Payment Spreadsheet. The allocations and calculations set forth in the Payment Spreadsheet (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 WinVest for purposes of issuing the Aggregate Merger Consideration in accordance with this Agreement, absent manifest error. In issuing the Aggregate Merger Consideration pursuant to this Article III, WinVest and 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 Spreadsheet 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 Closing DateCompany Merger Effective Time, the Company shall deliver to WinVest SPAC a schedule (the “Payment Spreadsheet”) ), certified by an appropriate officer of the Company, setting forth (i) the namecalculation of the Aggregate Company Consideration (including the amount of Leakage, last known address and (to the extent available) email address of each holder of Company Common Units; together with reasonable supporting information with respect thereto), (ii) the amount allocation of Closing 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 Units; (iii) the number of Earnout Rights payable to Stock and each holder of Company Common Units; Vested In-the-Money Options and (iv) the amount number of Xtribe Financing shares of Holdco Common Stock Consideration payable to each Xtribe Investor, and (v) any other information reasonably required by WinVest or that can be purchased under the Exchange Agent to transfer Exchanged Options. The allocation of the Closing Stock Aggregate Company Consideration and Earn-Out Shares and the Earnout Rights 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 Units, which Payment Spreadsheet shall be prepared in good faith by Stock and Company Vested In-the-Money Options and the Company 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, records and personnel conversion of the remaining Company Options into Exchanged Options pursuant to enable WinVest to review the Payment Spreadsheet. The allocations and calculations set forth in the Payment Spreadsheet (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 WinVest for purposes of issuing the Aggregate Merger Consideration in accordance with this AgreementArticle III, absent manifest error. In issuing the Aggregate Merger 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, WinVest Holdco and the Merger Subs shall, to the fullest extent permitted by applicable Law, SPAC shall be entitled to rely fully on the information set forth in the Payment Spreadsheet without any obligation to investigate or verify the accuracy or correctness thereofSpreadsheet, and to make payments in accordance therewithabsent manifest error.

Payment Spreadsheet. Not less than five (5) Business Days prior to the Closing DateCompany Merger Effective Time, the Company shall deliver to WinVest SPAC a schedule (the “Payment Spreadsheet”) ), certified by an appropriate officer of the Company, setting forth (i) the namecalculation of the Aggregate Company Consideration (including the amount of Leakage, last known address and (to the extent available) email address of each holder of Company Common Units; together with reasonable supporting information with respect thereto), (ii) the amount allocation of Closing Stock 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, (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 Units; (iii) the number of Earnout Rights payable to each holder of Company Common Units; Stock and (iv) the amount number of Xtribe Financing shares of Holdco Common Stock Consideration payable to each Xtribe Investor, and (v) any other information reasonably required by WinVest or that can be purchased under the Exchange Agent to transfer Exchanged Options. The allocation of the Closing Stock Aggregate Company Consideration and Earn-Out Shares and the Earnout Rights 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 Units, which Payment Spreadsheet shall be prepared in good faith by Stock and the Company 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, records and personnel conversion of the remaining Company Options into Exchanged Options pursuant to enable WinVest to review the Payment Spreadsheet. The allocations and calculations set forth in the Payment Spreadsheet (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 WinVest for purposes of issuing the Aggregate Merger Consideration in accordance with this AgreementArticle III, absent manifest error. In issuing the Aggregate Merger 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, WinVest Holdco and the Merger Subs shall, to the fullest extent permitted by applicable Law, SPAC shall be entitled to rely fully on the information set forth in the Payment Spreadsheet without any obligation to investigate or verify the accuracy or correctness thereofSpreadsheet, and to make payments in accordance therewithabsent manifest error.”

Payment Spreadsheet. Not less than five (5) Business Days prior to the Closing DateEffective Time, the Company shall deliver to WinVest BAC a schedule (the “Payment Spreadsheet”) setting forth (i) the namecalculation of the Transaction Consideration, last known address the Company Value, and the Company In-The-Money Option Proceeds Amount and Company In-The-Money Warrant Proceeds Amount (to which shall be calculated in a manner, and be in a format, consistent with the extent available) email address of each holder of Company Common Units; illustrative example set forth on Schedule D hereto), (ii) the amount allocation of Closing the Transaction Consideration to the holders of shares of Company Common Stock Consideration payable 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 Common Units; (iii) Options or Company Warrants, the number of Earnout Rights payable shares of New BAC Common Stock that will be subject to each holder of Company Common Units; such holder’s Rollover Option and (iv) the amount of Xtribe Financing Stock Consideration payable to Rollover Warrant as determined in accordance with Section 3.01(c), in each Xtribe Investorcase, 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 Company Common Units, which Payment Spreadsheet shall be prepared in good faith by the Company and in a form and substance reasonably satisfactory to WinVest BAC and accompanied by documentation reasonably satisfactory to WinVestBAC. The Company shall provide WinVest BAC with reasonable access to the relevant books, records and personnel of the Company to enable WinVest BAC to review the Payment Spreadsheet. The Company shall consider all reasonable comments of BAC and its representatives in good faith and the parties hereto shall make such amendments to the Payment Spreadsheet as the parties hereto may mutually and in good faith agree. The allocations and calculations set forth in the Payment Spreadsheet (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 WinVest BAC for purposes of issuing the Aggregate Merger Consideration all consideration in accordance with this Agreement, absent manifest error. In issuing the Aggregate Merger Consideration all consideration pursuant to this Article III, WinVest BAC and the Merger Subs Sub shall, to the fullest extent permitted by applicable Law, be entitled to rely fully on the information set forth in the Payment Spreadsheet without any obligation to investigate or verify the accuracy or correctness thereofSpreadsheet, and to make payments in accordance therewithabsent manifest error.

Payment Spreadsheet. Not less than five (5) Business Days prior to the Closing DateEffective Time, the Company shall deliver to WinVest SPAC a schedule (the “Payment Spreadsheet”) setting forth (iA) the namecalculation of the Company Closing Cash, last known address and (to the extent available) email address of each holder of Company Common Units; (ii) Closing Indebtedness, the amount of Closing Stock Consideration payable to each holder of Company Common Units; (iii) Value, the number of Earnout Rights payable to each holder of Company Common Units; and (iv) the amount of 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 Aggregate Transaction Consideration and the Earnout Rights to Per Share Exchange Ratio, (B) the allocation of the Aggregate Transaction Consideration among the holders of Company Common UnitsStock, which (C) the number of shares of Company Common Stock 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 Earnout Shares among the Company Earnout Recipients (which, in the case of this subsection (F), shall be done in accordance with, and 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 WinVest SPAC and accompanied by documentation reasonably satisfactory to WinVestSPAC. The Company shall provide WinVest SPAC with reasonable access to the relevant books, records and personnel of the Company to enable WinVest SPAC to review the Payment Spreadsheet. The Company shall consider all reasonable comments of SPAC and its representatives in good faith and the parties shall make such amendments to the Payment Spreadsheet as the parties may mutually and in good faith agree. The allocations and calculations set forth in the Payment Spreadsheet (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 WinVest SPAC for purposes of issuing the Aggregate Merger Consideration all consideration in accordance with this Agreement, absent manifest error. In issuing the Aggregate Merger Consideration pursuant to this Article III, WinVest and 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 Spreadsheet without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance therewith.