Common use of Consideration Spreadsheet Clause in Contracts

Consideration Spreadsheet. (a) Upon the finalization of the Merger Consideration Spreadsheets, Verano and Member Representative jointly shall prepare a spreadsheet (the “Consideration Spreadsheet”), which shall set forth, as of the Closing, the following: (i) the names and addresses of all Members of the Companies and the number of Member Interests held by such Persons, including any Members participating in an Exchange; (ii) detailed calculations of the Closing Consideration and Closing Per Member Interest Consideration; (iii) the number and proportion of proportionate voting shares of PubCo (including on an as-converted to subordinate voting shares basis), and subordinate voting shares of PubCo to be issued in each Company Merger and in each Exchange; (iv) each Person’s share (both as a percentage interest and the interest in dollar terms) of the Merger Consideration, the Cash Consideration and the Share Consideration (in proportionate voting shares of PubCo and subordinate voting shares of PubCo), including with respect to payment of the Broker Fee; and (v) for the Members receiving Cash Consideration, the principal amount of each such Member’s Convertible Note. (b) The parties agree that Verano and PubCo shall be entitled to conclusively rely on the Consideration Spreadsheet in making payments under Article II, and neither Verano nor PubCo shall be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.