Common use of Calculation of Net Cash Clause in Contracts

Calculation of Net Cash. (a) Not less than ten Business Days prior to the anticipated date for Closing as mutually agreed in good faith by Frequency and Korro (the “Anticipated Closing Date”), Frequency will deliver to Korro a schedule (the “Frequency Net Cash Schedule”, and the date of delivery of the Frequency Net Cash Schedule, the “Delivery Date”) setting forth, in reasonable detail, Frequency’s good faith, estimated calculation of Frequency Net Cash (the “Frequency Net Cash Calculation”) as of the close of business on the Closing Date (the “Cash Determination Time”) prepared and certified by Frequency’s chief financial officer (or if there is no chief financial officer at such time, the principal financial and accounting officer for Frequency). Frequency shall make available to Korro (electronically to the greatest extent possible), as reasonably requested by ▇▇▇▇▇, the work papers and back-up materials used or useful in preparing the Frequency Net Cash Schedule and, if reasonably requested by ▇▇▇▇▇, Frequency’s accountants and counsel at reasonable times and upon reasonable notice. The Frequency Net Cash Calculation shall include Frequency’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(a) necessary to calculate Korro Merger Shares. (b) Within five Business Days after the Delivery Date (the last day of such period, the “Response Date”), ▇▇▇▇▇ shall have the right to dispute any part of the Frequency Net Cash Calculation by delivering a written notice to that effect to Frequency (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Frequency Net Cash Calculation. (c) If, on or prior to the Response Date, ▇▇▇▇▇ notifies Frequency in writing that it has no objections to the Frequency Net Cash Calculation or, if prior to 5:00 p.m. (New York City time) on the Response Date, ▇▇▇▇▇ has failed to deliver a Dispute Notice as provided in Section 2.8(b), then the Frequency Net Cash Calculation as set forth in the Frequency Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Frequency Net Cash at the Cash Determination Time (the “Final Frequency Net Cash”) for purposes of this Agreement. (d) If Korro delivers a Dispute Notice on or prior to 5:00 p.m. (New York City time) on the Response Date, then Representatives of Frequency and ▇▇▇▇▇ shall promptly, and in no event later than one calendar day after the Response Date, meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Frequency Net Cash, which agreed upon Frequency Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Final Frequency Net Cash for purposes of this Agreement. (e) If Representatives of Frequency and ▇▇▇▇▇ are unable to negotiate an agreed-upon determination of Final Frequency Net Cash pursuant to Section 2.8(d) within two calendar days after delivery of the Dispute Notice (or such other period as Frequency and Korro may mutually agree upon), then any remaining disagreements as to the calculation of Frequency Net Cash shall be referred to an independent auditor of recognized national standing jointly selected by Frequency and Korro or another independent auditor of recognized national standing mutually agreed upon by Frequency and ▇▇▇▇▇ (the “Accounting Firm”). Frequency shall promptly deliver to the Accounting Firm all work papers and back-up materials used in preparing the Frequency Net Cash Schedule, and Frequency and ▇▇▇▇▇ shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within five calendar days of accepting its selection. Frequency and ▇▇▇▇▇ shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of each of Frequency and Korro. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Frequency Net Cash made by the Accounting Firm shall be made in writing delivered to each of Frequency and Korro, shall be final and binding on Frequency and Korro and shall be deemed to have been finally determined for purposes of this Agreement and to represent the Final Frequency Net Cash for purposes of this Agreement. The Parties shall delay the Closing until the resolution of the matters described in this Section 2.8(e). The fees and expenses of the Accounting Firm shall be allocated between Frequency and Korro in the same proportion that the disputed amount of the Frequency Net Cash that was unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Frequency Net Cash amount and such portion of the costs and expenses of the Accounting Firm borne by Korro and any other fees, costs or expenses incurred by Korro following the Anticipated Closing Date in connection with the procedures set forth in this Section 2.8(e) shall be deducted from the final determination of the amount of Frequency Net Cash, to the extent of available amounts. If this Section 2.8(e) applies as to the determination of the Final Frequency Net Cash described in Section 2.8(a), upon resolution of the matter in accordance with this Section 2.8(e), the Parties shall not be required to determine Frequency Net Cash again even though the Closing Date may occur later than the Anticipated Closing Date, except that either Frequency and Korro may require a redetermination of the Final Frequency Net Cash if the Closing Date is more than ten calendar days after the Anticipated Closing Date.

Calculation of Net Cash. (a) Not more than ten nor less than ten Business Days five calendar days prior to the anticipated date for Closing (as mutually agreed in good faith by Frequency Parent and Korro the Company) (the “Anticipated Closing Date”), Frequency Parent will deliver to Korro the Company a schedule (the “Frequency Net Cash Schedule”, and the date of delivery of the Frequency Net Cash Schedule, the “Delivery Date”) setting forth, in reasonable detail, FrequencyParent’s good faith, faith estimated calculation of Frequency Net Cash (the “Frequency Net Cash Calculation” and the date of delivery of such schedule, the “Delivery Date”) as of the close of business 8:00 p.m. Eastern Time on the last Business Day prior to the Anticipated Closing Date (the “Cash Determination Time”) ), prepared and certified by Frequency▇▇▇▇▇▇’s chief executive officer and chief financial officer (or if there is no chief financial officer at such time, the principal financial and accounting officer for Frequencyof Parent). Frequency Subject to the terms of the Confidentiality Agreement, Parent shall make available to Korro (electronically to the greatest extent possible)Company, as reasonably requested by ▇▇▇▇▇its accountants and/or counsel, the work papers and back-up materials used or useful in preparing the Frequency Net Cash Schedule andSchedule, if as reasonably requested by ▇▇▇▇▇, Frequency’s accountants and counsel at reasonable times and upon reasonable notice. The Frequency Net Cash Calculation shall include Frequency’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(a) necessary to calculate Korro Merger SharesCompany. (b) Within five three Business Days after following the Delivery Date (the last day of such period, the “Response Date”), ▇▇▇▇▇ shall the Company will have the right to dispute all or any part or parts of the Frequency Net Cash Calculation by delivering a written notice to that effect to Frequency (a “Dispute Notice”)) to Parent. Any Dispute Notice shall identify in reasonable detail and to the extent then known the nature and amounts of any proposed revisions to the Frequency Net Cash Calculation. (c) If, If (i) the Company notifies Parent in writing on or prior to the Response Date, ▇▇▇▇▇ notifies Frequency in writing Date that it has no objections to the Frequency Net Cash Calculation or, if prior to 5:00 p.m. or (New York City timeii) on the Response Date, ▇▇▇▇▇ Company has failed to deliver a Dispute Notice as provided in Section 2.8(b)1.11(b) prior to 8:00 p.m. Eastern Time on the Response Date, then the Frequency Net Cash Calculation as set forth in the Frequency Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Frequency Net Cash at the Cash Determination Time (the “Final Frequency Net Cash”) for purposes of this Agreement. (d) If Korro the Company delivers a Dispute Notice on or prior to 5:00 8:00 p.m. (New York City time) Eastern Time on the Response Date, then Representatives of Frequency Parent and ▇▇▇▇▇ the Company shall promptly, and in no event later than one calendar day after the Response Date, meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Frequency the Net Cash, which agreed agreed-upon Frequency Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Final Frequency Net Cash for purposes of this Agreement. (e) If Representatives of Frequency Parent and ▇▇▇▇▇ the Company are unable to negotiate an agreed-upon determination of Final Frequency Net Cash pursuant to Section 2.8(d1.11(d) within two calendar days after delivery of the Dispute Notice (or such other period as Frequency Parent and Korro the Company may mutually agree uponupon in writing), then any remaining disagreements as to the calculation of Frequency Net Cash shall be referred to an independent auditor of recognized national standing jointly selected by Frequency and Korro Deloitte & Touche LLP or another independent auditor of recognized national standing mutually agreed upon by Frequency Parent and ▇▇▇▇▇ the Company (the “Accounting Firm”). Frequency Parent shall promptly deliver to the Accounting Firm all work papers and back-up materials used in preparing the Frequency Net Cash Schedule, and Frequency Parent and ▇▇▇▇▇ the Company shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within five calendar days of accepting its selection. Frequency The Company and ▇▇▇▇▇ Parent shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of each of Frequency the Company and KorroParent. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Frequency Net Cash made by the Accounting Firm shall be made in writing delivered to each of Frequency the Company and KorroParent, shall be final and binding on Frequency the Company and Korro Parent and shall be deemed to have been finally determined for purposes of this Agreement and to represent the Final Frequency Net Cash for purposes of this Agreement, absent fraud or manifest error. The Parties shall delay the Closing until the resolution of the matters described in this Section 2.8(e1.11(e). The fees and expenses of the Accounting Firm shall be allocated between Frequency Parent and Korro the Company in the same proportion that the disputed amount of the Frequency Net Cash that was unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Frequency Net Cash amount and such portion of the costs and expenses of the Accounting Firm borne by Korro Parent and any other fees, costs or expenses incurred by Korro Parent following the Anticipated Closing Delivery Date in connection with the procedures set forth in this Section 2.8(e1.11(e) shall be deducted from the final determination of the amount of Frequency Net Cash, to the extent of available amounts. If this Section 2.8(e1.11(e) applies as to the determination of the Final Frequency Net Cash described in Section 2.8(a1.11(e), upon resolution of the matter in accordance with this Section 2.8(e1.11(e), the Parties shall not be required to determine Frequency the Net Cash again even though the Closing Date may occur later than the Anticipated Closing Date, except that either Frequency and Korro Party may require a redetermination re-determination of the Final Frequency Net Cash if the Closing Date is more than ten calendar days after the Anticipated Closing Date.