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 DateFirst Effective Time, the Company shall deliver to WinVest Parent a schedule 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 name, last known address and (to the extent available) email address of each holder of Aggregate Fully Diluted Company Common Units; Shares, (ii) the amount allocation of Closing Stock the Aggregate Transaction Consideration payable (other than with respect to each holder shares of Company Common Units; 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 number of Earnout Rights payable Company, that the information delivered pursuant to each holder of Company Common Units; and clauses (ivi) the amount of Xtribe Financing Stock Consideration payable to each Xtribe Investorthrough (ii) is, and (v) any other information reasonably required by WinVest or the Exchange Agent to transfer the Closing Stock Consideration and the Earnout Rights will be as of immediately prior to the holders 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 Common Units, which Payment Spreadsheet shall be prepared review and consider in good faith by the Company and in a form and substance reasonably satisfactory any comments 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 provided by applicable Law, be binding on all parties hereto and Parent or any of its Representatives. The Payment Spreadsheet finalized hereunder shall be used by WinVest for purposes of issuing the Aggregate Merger Transaction Consideration to the Company Holders pursuant to and in accordance with this Agreement, absent manifest errorthe First Merger. In issuing the Aggregate Transaction Consideration, Parent and Merger Consideration pursuant to this Article III, WinVest and the Merger Subs shall, to the fullest extent permitted by applicable Law, Sub I 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 thereof, and to make payments in accordance therewithSpreadsheet.

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 GAMC a schedule (the “Payment Spreadsheet”) setting forth (i) the namecalculation of the Transaction Consideration and the Exchange Ratio, last known address and (to the extent available) email address of each holder of Company Common Units; (ii) the amount allocation of Closing Stock the Transaction Consideration among the holders of Company Common Stock, (iii) the portion of Transaction Consideration 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 New GAMC Common Stock Consideration payable that will be subject to each Xtribe InvestorRollover Option, Rollover RSU, 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 UnitsConverted Warrants, which Payment Spreadsheet shall be determined in accordance with Section 3.01(d), in each case, prepared in good faith by the Company and in a form and substance reasonably satisfactory to WinVest GAMC and accompanied by documentation reasonably satisfactory to WinVestGAMC. The Company shall provide WinVest GAMC with reasonable access to the relevant books, records records, and personnel of the Company to enable WinVest GAMC to review the Payment Spreadsheet. The Company shall consider all reasonable comments of GAMC and its representatives in good faith and the parties shall make such amendment 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 GAMC 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 GAMC 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 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 (5i) Business Days prior to Attached hereto as Exhibit B, is a spreadsheet, certified by the Closing Date, CEO and/or President of the Company shall deliver to WinVest a schedule (the each, an “Payment SpreadsheetAuthorized Person”) setting forth showing (i) the nameCompany's good faith estimate (based on reasonable assumptions) of the Company's financial position as of November 30, last known address 2013 and December 31, 2013, prepared in US dollars, in accordance with GAAP and applying the "Revenue Recognition Items" set forth on Section 2.4(a) of the Company Disclosure Schedule (the "Closing Balance Sheet"), (ii) the Company Indebtedness and Company Transaction Expenses, if any; and (to the extent availableiii) email address of for each holder of Company Common Units; Share Capital, as of the date thereof: (A) the name, the street address, email address, and residency of such holder, telephone number, bank information (the respective bank name and number, the branch name, number and address, swift number and account number), (B) the number and class of shares of Company Share Capital held, and (C) a calculation of the portion of the Aggregate Consideration (including the number of Parent Ordinary Shares each Seller and Bonus Holder will be entitled to receive out of the Closing Share Consideration) payable to such Seller, pursuant to this Agreement (the “Final Payment Spreadsheet”). (ii) Neither Parent, nor Buyer, or any of their respective Representatives shall be responsible for the amount determination of Closing Stock the Aggregate Consideration payable to each holder allocation. The Aggregate Consideration allocation will be presented in the Final Payment Spreadsheet, which will be deemed a Specified Representation 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 Company. Sellers and the Earnout Rights to Company also represent that 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 information and calculations set forth in the Final Payment Spreadsheet (as may shall be amended made in accordance with the preceding sentence) shall, to the fullest extent permitted by applicable Law, be binding on all parties hereto terms and be used by WinVest for purposes conditions of issuing the Aggregate Merger Consideration in accordance with this Agreement, absent manifest errorthe Company’s Organizational Documents, and other relevant existing contractual arrangements among the Company and the holders of Company Share Capital. In issuing the Aggregate Merger Consideration no event shall Parent or Buyer be required to make any payments pursuant to this Article III, WinVest Agreement unless and until the Merger Subs shall, to Final Payment Spreadsheet has been duly certified and delivered by the fullest extent permitted by applicable Law, Company. Parent and Buyer shall be entitled to rely fully on entirely upon the information set forth in the Final Payment Spreadsheet without in connection with making the payments pursuant to this Agreement and neither the Shareholders’ Representative nor any obligation to investigate or verify the accuracy or correctness thereof, and Seller shall be entitled to make any claim in respect of the allocation of the payments made by Parent or Buyer to or for the benefit of any of them to the extent that the payments are made in accordance therewitha manner consistent with the Final Payment Spreadsheet and this Agreement.

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 UnitsOrdinary Shares; (ii) the amount of Closing Stock Share Consideration payable issuable to each holder of Company Common UnitsOrdinary Shares; (iii) the number of Earnout Rights payable issuable to each holder of Company Common UnitsOrdinary Shares; and (iv) the amount of Xtribe Financing Stock Consideration payable issuable to each Xtribe Investor, and (v) any other information reasonably required by WinVest, WinVest BVI or the Exchange Agent to transfer issue the Closing Stock Share Consideration and the Earnout Rights to the holders of Company Common UnitsOrdinary Shares, 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 and WinVest BVI 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 WinVest BVI 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 and issuances of WinVest BVI Ordinary Shares in accordance therewith.

Payment Spreadsheet. Not less than five (5a) Business Days At least three (3) business days prior to the Closing Date, the Company shall deliver to WinVest Parent a schedule payment spreadsheet (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 acceptable to WinVest Parent, certified as complete and accompanied accurate by documentation reasonably satisfactory the President and Chief Executive Officer and Chief Financial Officer of the Company, setting forth the following information with respect to WinVest. The each Company shall provide WinVest with reasonable access Stockholder: (i) as of immediately prior to the relevant booksEffective Time, records and personnel the number of shares of Company Capital Stock held by such Company Stockholder, the certificate number(s) for such shares; (ii) as of immediately prior to the Effective Time, the portion of the Company to enable WinVest to review estimated Merger Consideration and that portion of the Payment Spreadsheet. The allocations and calculations set forth in the Payment Spreadsheet (as may be amended estimated Closing Cash Merger Consideration payable in accordance with the preceding sentenceterms of this Agreement and in the manner provided herein to such Company Stockholder in respect of all of the shares of Company Capital Stock to be held by such Company Stockholder; (iii) shall, to that portion of the fullest extent permitted by applicable Law, be binding on all parties hereto and be used by WinVest for purposes of issuing the Aggregate estimated Merger Consideration in accordance with this Agreementotherwise payable to such Company Stockholder that is treated as employment compensation and the amount thereof required to be withheld from such Company Stockholder under applicable Tax withholding laws, absent manifest error. In issuing if any; (iv) that portion of the Aggregate estimated Merger Consideration which represents such Company Stockholder’s Pro Rata Percentage of the Note and the Earn-out; (v) the Pro Rata Percentage of such Company Stockholder; and (vi) the mailing address and wire transfer information where all amounts payable pursuant to this Article III, WinVest and Agreement shall be delivered to such Company Stockholder. (b) In the Merger Subs shall, to the fullest extent permitted by applicable Law, be entitled to rely fully on the event that any information set forth in the Payment Spreadsheet becomes inaccurate at any time prior to the Effective Time, the Company shall deliver a revised Payment Spreadsheet, together with a new certification consistent with Section 4.14(a), whereupon such revised Payment Spreadsheet shall be deemed to be the “Payment Spreadsheet” for all purposes of and under this Agreement; provided, however that the aggregate amounts payable as disclosed in such revised Payment Spreadsheet shall not, without Parent’s written consent, change from the aggregate amounts payable in the Payment Spreadsheet in effect immediately prior to such revised Payment Spreadsheet taking effect. (c) The Company acknowledges and agrees that the Parent shall be entitled to rely on the Payment Spreadsheet for purposes of making any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance therewithhereunder.

Payment Spreadsheet. Not less than five (5a) At the date hereof, and at least three (3) Business Days prior to the Closing Datescheduled date of the Closing, the Company shall deliver to WinVest a schedule payment spreadsheet (the “Payment Spreadsheet”) in a form reasonably acceptable to the Purchaser and the Paying Agent, certified as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of the Company, setting forth the following information: (1) the calculation of the Purchase Price payable at the Closing, including a separate line item for each deduction thereof in accordance with the term of this Agreement; and (2) with respect to each Seller, (i) such Sellers’s address as appearing in the nameshareholder register of the Company, last known address and (to the extent available) email address of each holder of Company Common Units; (ii) the amount number of Closing Stock Consideration payable Purchased Shares to each holder of Company Common Units; be sold to the Purchaser at the Closing, (iii) the number portion of Earnout Rights payable the Purchase Price to each holder of Company Common Units; and be paid to such Seller at such Closing, (iv) such Seller’s Pro Rata Portion, (v) such Seller’s respective portion of the amount of Xtribe Financing Stock Consideration payable to each Xtribe Investorpayments at the Closing into the Escrow Fund, and (vvi) any such other relevant information reasonably required by WinVest that the Purchaser or the Exchange Paying Agent may reasonably require in order to transfer enable distribution of any amount hereunder to such Seller. (3) With respect to each Non-Signing Seller, the name of such Non-Signing Seller, the number of Purchased Shares to be sold to the Purchaser at the Closing Stock Consideration by such Non-Signing Seller and the Earnout Rights consideration payable for such Shares. (4) With respect to each Signing Seller, the name of such Signing Seller, the number of Purchased Shares to be sold to the holders of Company Common Units, which Payment Spreadsheet shall be prepared in good faith Purchaser at the Closing 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 such Signing Seller and the Merger Subs shall, to consideration payable for such Shares. (b) In the fullest extent permitted by applicable Law, be entitled to rely fully on the event that any information set forth in the Payment Spreadsheet without becomes inaccurate at any obligation time prior to investigate or verify the accuracy or correctness thereofClosing, the Company shall deliver a revised Payment Spreadsheet, together with a new certification consistent with ‎Section 6.08‎(a), whereupon such revised Payment Spreadsheet shall be deemed to be the “Payment Spreadsheet” for all purposes of and to make payments in accordance therewithunder this Agreement.

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.

Payment Spreadsheet. Not less than five (5) Business Days prior to the Closing DateRorschach Merger Effective Time, the Company Rorschach shall deliver to WinVest the Company a schedule (the “Payment Spreadsheet”) setting forth (ia) the name, last known address calculation of the Aggregate Rorschach Consideration and (b) the allocation of the Aggregate Rorschach Consideration among the Rorschach Members (which allocation shall be done in proportion to the extent available) email address of each holder of Company Common Units; (ii) the amount of Closing Stock Consideration payable Rorschach Members’ respective capital contributions 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 UnitsRorschach), which Payment Spreadsheet shall be prepared in good faith by the Company and in a form and substance reasonably satisfactory to WinVest the Company and accompanied by documentation reasonably satisfactory to WinVestthe Company. The Company Rorschach shall provide WinVest the Company with reasonable access to the relevant books, records and personnel of Rorschach and its affiliates to enable the Company to enable WinVest to review the Payment Spreadsheet. The allocations and calculations set forth in allocation of the Payment Spreadsheet Aggregate Rorschach Consideration (as may be amended in accordance with the preceding sentence) shall, to the fullest extent permitted by applicable Law, shall be binding on all parties hereto Parties and shall be used by WinVest Pubco for purposes of issuing the Aggregate Merger Rorschach Consideration in accordance with this Agreementto the Rorschach Members, absent manifest error. In issuing the Aggregate Merger Consideration pursuant to this Article IIIRorschach Consideration, WinVest and the Merger Subs shall, to the fullest extent permitted by applicable Law, Pubco shall be entitled to rely fully on the information set forth in the Payment Spreadsheet Spreadsheet, absent manifest error. Notwithstanding anything to the contrary set forth herein, if requested by Rorschach and set forth on the Payment Spreadsheet, one or more holders may receive, in lieu of some or all of the shares of Pubco Common Stock issuable to them at the Rorschach Merger Effective Time, (i) a warrant to purchase, at an exercise price equal to the par value of the Pubco Common Stock, a like number of shares of Pubco Common Stock, such warrant to be in form and substance reasonably satisfactory to Rorschach and the Company or (ii) shares of newly designated preferred stock of Pubco, without dividend or redemption rights, that is convertible into Pubco Common Stock at any obligation time at the holder’s option (subject to investigate or verify standard blocker provisions), on other terms that are reasonably satisfactory to Rorschach and the accuracy or correctness thereof, and to make payments in accordance therewithCompany.

Payment Spreadsheet. Not less than five (5) Business Days prior to the Closing DateEffective Time, the Company shall deliver to WinVest DFB Healthcare, a schedule setting forth the Merger Consideration (which shall include the breakdown of Closing Stock Consideration and Contingent Consideration for each Company Unitholder, and the breakdown of the ▇▇ ▇▇▇▇▇▇▇ Merger Closing Consideration, the A Blocker Merger Closing Consideration and Contingent Consideration for each Blocker Seller) payable to the 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 name, last known address number of shares of DFB Healthcare Common Stock issuable pursuant to the Blocker Mergers at Closing as provided in Section 2.01(a) and (to b) as set forth on the extent available) email address of each holder of Company Common Units; Payment Spreadsheet and (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 Units issuable to the holders of Company Common Units, which Unitholders at Closing pursuant to the Merger as provided in Section 2.02 and as set forth on the Payment Spreadsheet shall be prepared in good faith equal to (A) the Aggregate Merger Closing Consideration Amount divided by the Company and in a form and substance reasonably satisfactory to WinVest and accompanied by documentation reasonably satisfactory to WinVest(B) $10.00. The Company shall provide WinVest with reasonable access to the relevant books, records and personnel allocation of the Company to enable WinVest to review the Payment Spreadsheet. The allocations and calculations Merger Consideration 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, shall be binding on all parties hereto and shall be used by WinVest DFB Healthcare and Merger Sub for purposes of issuing the Aggregate Merger Consideration in accordance with to the Blocker Sellers and the Company Unitholders pursuant to this Agreement, absent manifest errorArticle II. In issuing the Aggregate Merger Consideration pursuant to this Article IIIII, WinVest DFB Healthcare and the Merger Subs shall, to the fullest extent permitted by applicable Law, Sub shall be entitled to rely fully on the information allocation of the Merger Consideration set forth in the Payment Spreadsheet without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance therewithSpreadsheet.