Common use of Spreadsheet Clause in Contracts

Spreadsheet. The Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Purchaser, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (a) the names of all of the Selling Securityholders and their respective addresses and e-mail addresses (to the extent known), (b) the number and type of shares of Company Capital Stock held by, or subject to the Company Options held by, such Selling Securityholders and, in the case of outstanding shares, the respective certificate numbers, and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereof, (c) (i) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future).

Spreadsheet. The Company shall prepare and deliver to PurchaserBuyer and the Sellers’ Representative, in accordance with Section 6.11at or prior to the Closing, a spreadsheet (the “Spreadsheet”) in the form and substance reasonably satisfactory acceptable to PurchaserBuyer, which spreadsheet Spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Closing: (a) the names of all of the Selling Securityholders Company Stockholders, Company Optionholders and their respective email addresses , Israeli identification number (and e-mail addresses where available, taxpayer identification numbers) and bank account details (to including the extent knownrespective bank name and number, branch name and address, swift number and account number), ; (b) whether such Person is or was an employee of the Company or the US Subsidiary; (c) the number and type kind of shares of Company Capital Stock held by, or subject to the Company Options held by, by such Selling Securityholders Persons and, in the case of outstanding certificated shares, the respective certificate numbers, and if ; (d) the number of shares of Company Capital Stock was ever subjected subject to vesting or other conditions constituting a “substantial risk of forfeiture” within and the meaning of Section 83 of exercise price per share, as converted to US dollars ($) per the CodeNIS Exchange Rate, whether a Section 83(b) election was timely and properly made in respect thereof, (c) (i) effect for each Company Option that was exercised, whether it was early exercised, Option; (e) the vesting status and schedule with respect to the Company Options and Company Capital Stock and terms of the Company’s rights to repurchase such unvested Company Capital Stock (including the repurchase price payable per share under each share of unvested Company Capital Stock); (f) the Tax status of each such share of Company Capital Stock and Company Option under Section 422 of the CodeCode or, if applicable, under the Israeli Tax Code (including status as a Company 102 Share, Company 102 Option or Company 3(i) Option); (g) the Aggregate Consideration Value, the date Company Net Working Capital, the Transaction Expenses that are unpaid as of such exercise the Closing, the Buyer Stock Price Per Share, the Fully-Diluted Company Capital Stock Amount, the Aggregate Seller Company Capital Stock Amount, the Founder Seller Company Capital Stock Amount, the Non-Founder Seller Company Capital Stock Amount, the Founder Seller Pro-Rata Share and the applicable exercise price and Non-Founder Seller Pro-Rata Share; (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (fh) the calculation of the aggregate cash amounts payable Aggregate Net Consideration Amount, the Equity Exchange Ratio, the NIS Exchange Rate, the Aggregate Founder Seller Cash Amount, the Aggregate Founder Seller Stock Amount, the Aggregate Non-Founder Seller Amount, the Founder Seller Closing Cash Amount, the Founder Seller Closing Stock Amount, the Founder Seller Closing Cash Amount Per Share, the Founder Seller Closing Stock Amount Per Share, for each Founder Seller, the Individual Founder Seller Closing Cash Amount and the Individual Founder Seller Closing Stock Amount, for each Non-Founder Seller, the Individual Non-Founder Seller Closing Amount, the Non-Founder Seller Closing Amount and the Non-Founder Seller Closing Amount Per Share; (i) without derogating from Buyer’s rights under Section 1.10(a) or otherwise binding Buyer to a specific withholding amount or rate, the tax withholding rate and the total amount of Taxes (including for income, payroll, social security and other Taxes) to be deducted and withheld from the Aggregate Stock Consideration Amount that each such Selling Company Securityholder immediately prior to the Closing is entitled to receive pursuant to each of Section 1.5(a), Section 1.5(bSections 1.2(b) and Section 1.5(c(c); (j) the calculation of the Indemnity Holdback Amount, the Founder Seller Indemnity Holdback Amount, the Non-Founder Seller Indemnity Holdback Amount, the Indemnity Pro Rata Share of each Indemnifying Person; (with respect to Section 1.5(c), assuming paid in all cash pursuant to k) the terms calculation of Section 1.5(c)), the Pro Rata Share; and (gl) the calculation of the aggregate number of shares of Purchase Series B Buyer Common Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness subject to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Founder Stock Restriction Agreement for each Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Founder.

Spreadsheet. The Company shall prepare and deliver to PurchaserAcquirer, in accordance with Section 6.11, a spreadsheet (the “Spreadsheet”) in the form provided by Acquirer prior to the Closing and substance reasonably satisfactory to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified thereintherein and other data and information reasonably requested by Acquirer), as of immediately prior to the Closing: (ai) the names of all of the Selling Company Securityholders and their respective addresses and addresses, e-mail addresses (to the extent known)and, where available, taxpayer identification numbers, (bii) the number and type of shares of Company Capital Common Stock held by, or subject to the Company Options Warrants held by, such Selling Company Securityholders and, in the case of outstanding shares, the respective certificate numbers, (iii) the number of shares of Company Common Stock subject to and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made exercise price per share in respect thereof, (c) (i) effect for each Company Option that was exercisedWarrant, whether it was early exercised(iv) the vesting status and schedule with respect to Company Warrants and Unvested Company Shares and terms of the Company’s rights to repurchase such Unvested Company Shares (including the per share repurchase price payable with respect thereto), (v) the calculation of the Acquirer Stock Price, Milestone 1 Per Share Stock Consideration, Milestone 2 Per Share Stock Consideration, Milestone 1 Stock Consideration, Milestone 2 Stock Consideration, Cash Consideration, Closing Common Per Share Stock Consideration, Closing Stock Consideration, Common Per Share Cash Consideration, Fully-Diluted Company Common Stock and Restricted Stock, (vi) the Tax status calculation of aggregate cash amounts and shares of Acquirer Common Stock payable and issuable, respectively, to each such Company Option under Shareholder pursuant to Section 422 of the Code, the date of such exercise 1.3(a) and Section 1.3(b) and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status total amount of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration Taxes to be withheld therefrom (including, listed separatelyif applicable, the Cash Consideration, number of shares of Acquirer Common Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (dto be withheld), the Contingent Consideration, (evii) the calculation of each Selling SecurityholderFounder’s Escrow Pro Rata Share (expressed as a percentage)of the Cash Escrow Amount, (fviii) the calculation of each Company Shareholder’s Consideration Pro Rata Share of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a)Restricted Stock (i.e., Section 1.5(bLock-Up Shares) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (jix) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid applicable wire transfer instructions and other information reasonably requested by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Acquirer.

Spreadsheet. The At or prior to the Closing, the Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, Acquirer a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein)information, as of immediately prior to the Closing: : (a) with respect to each Shareholder: (i) the names name, address and email address of all record; (ii) the number of Shares held, by class; (iii) the Per Shareholder Stock Consideration and the Company’s good faith estimate as of the Selling Securityholders Closing of the Per Shareholder Consideration and their respective addresses the Per Shareholder Cash Consideration such Shareholder is entitled to receive pursuant to Section 1.1(a) on an aggregate basis for all Shares and e-mail addresses the portion of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at the Closing pursuant to Section 1.3(b)(i); (iv) the amount to be contributed to the extent knownIndemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; and (v) whether such holder, with respect to its Shares, is subject to withholding as wages or compensation, and the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.5(c) from the consideration that such holder is entitled to receive pursuant to Section 1.1(a), ; (b) with respect to each Promised Company Optionholder: (i) the name, address and email address of record; (ii) the number of Promised Company Options held; (iii) the exercise price per share and type the number of shares of Company Capital Stock held by, or subject to such Promised Company Options; (iv) the Company Options held by, such Selling Securityholders and, in amount to be economically contributed to the case of outstanding shares, Indemnity Holdback Amount the respective certificate numbers, Purchase Price Adjustment Amount and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within Expense Fund; (v) the meaning of Section 83 Company’s good faith estimate of the Codeconsideration such holder is entitled to receive pursuant to Section 1.1(c)(i); and (vi) the Company’s good faith estimate of the amount of any Taxes, whether a as applicable, that are required to be withheld in accordance with Section 83(b1.3(d) election was timely and properly made in respect thereof, from the consideration that such holder is entitled to receive pursuant to Section 1.1(c)(i); (c) with respect to each VSOP Holder: (i) for the name, address and email address of record; (ii) the number of VSOPs held by each Company Option that was exercisedVSOP Holder; (iii) a good faith estimate as of the Closing of the VSOP Payments to each VSOP Holder; (iv) the amount to be economically contributed to the Indemnity Holdback Fund, whether it was early exercisedthe Purchase Price Adjustment Amount, and the Tax status of each such Company Option under Section 422 Expense Fund; and (v) the Company’s good faith estimate as of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 Closing of the Codeamount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the date of payment that such exercise and the applicable exercise price, VSOP Holder is entitled to receive pursuant to Section 1.3(d); (d) calculations of the Total Company’s good faith estimate as of the Closing of the Cash Consideration (including, listed separately, the “Estimated Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d”), the Contingent Consideration, ; (e) the calculation of each Selling SecurityholderIndemnifying Party’s Pro Rata Share (expressed as a percentage), for General Claims and Fundamental Claims; and (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred applicable wire transfer instructions and other information reasonably requested by Acquirer. The parties hereto agree that Acquirer and Holdco shall be entitled to rely (whether paid without investigation) on the Spreadsheet and shall not be responsible or unpaid), including liable to any Transaction Expenses to be paid by Person for the Purchaser at calculations in the Closing and Spreadsheet or for the accuracy of any other payments to be the extent made by Purchaser at in accordance with the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Spreadsheet.

Spreadsheet. The Company shall prepare and deliver to PurchaserParent, in accordance with Section 6.11at or prior to the Closing, a spreadsheet (the “Spreadsheet”) in the form provided by the Company to Parent prior to the Closing and substance reasonably satisfactory acceptable to PurchaserParent, which spreadsheet Spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein)information, as of the Closing Date and immediately prior to the ClosingEffective Time: (a) the names of all securityholders of the Selling Securityholders Company, including the Stockholders of the Company and holders of Company Options, and their respective addresses and e-mail addresses (to the extent known)where available, taxpayer identification numbers; (b) the number and type kind of security held, including the shares of capital stock of the Company Capital Stock held by, or subject to the Company Options held by, such Selling Securityholders Persons and, in the case of outstanding shares, the respective certificate numbers, and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereof, ; (c) (i) the number of shares of capital stock of the Company subject to and the exercise price per share in effect for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, ; (d) the Total Consideration vesting status and schedule with respect to the Company Option and capital stock of the Company and terms of the Company’s rights to repurchase such unvested capital stock of the Company (including, listed separately, including the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes repurchase price payable per share under each share of this clause (dunvested capital stock of the Company), the Contingent Consideration, ; (e) whether such Company Option was granted as an incentive stock option or non-statutory stock option under the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), Code; (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) Applicable Fraction and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), Designated Parent Stock Price; (g) the calculation amount of cash to be paid or which has been paid to each Designated Stockholder and Debt Holder; (h) the aggregate number of shares of Purchase Series B Parent Common Stock to be issued or which has been issued to each Designated Stockholder and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration that each Company Stockholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.5(a); (k) the number of shares of Parent Common Stock issuable to each such Selling Securityholder pursuant to each Stockholder of Section 1.5(a), the Company; and (hl) the amount of cash in lieu of any indebtedness fractional share of Parent Common Stock payable to each Stockholder of the Company. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion Closing Date. Without limiting the generality or effect of the Cash Considerationforegoing or the provisions of this Section 6.9, (i) the calculation Company shall provide to Parent, promptly after Parent’s request, copies of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting documents or instruments evidencing the amounts set forth all Transaction Expenses incurred (whether paid on any such draft or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)final certificate.

Spreadsheet. The Company shall prepare and deliver to PurchaserAcquirer, in accordance with Section 6.11at least two Business Days prior to the Closing, a spreadsheet (the “Spreadsheet”) ), in form and substance draft form, reasonably satisfactory acceptable to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the ClosingEffective Time: (a) the names of all of the Selling Securityholders Company Convertible Noteholders, the Company Stockholders and Company Optionholders and their respective addresses and e-mail addresses (to the extent known)where available, taxpayer identification numbers; (b) the number and type number, kind of shares and classification as Employee Capital Stock or Non-Employee Capital Stock of Company Capital Stock held by, or subject to the Company Options held by, such Selling Securityholders Persons and, in the case of outstanding shares, the respective certificate numbers, and if ; (c) the number of shares of Company Capital Stock was ever subjected subject to vesting or other conditions constituting a “substantial risk of forfeiture” within and the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made exercise price per share in respect thereof, (c) (i) effect for each Company Option that was exercised, whether it was early exercised, Option; (d) the vesting status and schedule with respect to Company Options and unvested Company Capital Stock and terms of the Company’s rights to repurchase such unvested Company Capital Stock (including the repurchase price payable per share under each share of unvested Company Capital Stock); (e) the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), ; (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a)Fully-Diluted Company Common Stock, Section 1.5(b) Employee Closing Payment Per Share, Non-Employee Closing Payment Per Share, Merger Consideration, and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to Option Payment per In the terms of Section 1.5(c)), Money Option; and (g) the calculation total amount of Taxes to be withheld from the aggregate number of shares of Purchase Series B Stock issuable Merger Consideration that each Company Securityholder immediately prior to each such Selling Securityholder the Effective Time is entitled to receive pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)1.8.

Spreadsheet. The Company shall prepare have delivered to Parent and deliver the Paying Agent (with a copy to Purchaser, in accordance with Section 6.11, a spreadsheet the Stockholders’ Representative) no less than five (the “Spreadsheet”5) in form and substance reasonably satisfactory Business Days prior to Purchaser, which spreadsheet shall be dated as of the Closing Date and shall set a spreadsheet in the form attached hereto as Schedule 6.02(q) that accurately sets forth all of the following information (in addition to the other required data and information specified therein) (the “Spreadsheet”): (i) the names of all the Equityholders and their respective addresses and email addresses (to the extent available), the number of Company Shares, Participating Options and Assumed Options held by such Persons, as applicable; (ii) the Company’s good faith estimate of the Closing Net Working Capital, Closing Indebtedness, unpaid Transaction Expenses and the aggregate amount of Closing Cash, each as determined in accordance with GAAP applied on a consistent basis with the application thereof to the most recent Audited Financial Statements and calculated as of immediately prior to the Closing: (a) the names of all Effective Time, which estimate shall include a balance sheet together with each other component of the Selling Securityholders Cash Merger Consideration and their respective addresses and e-mail addresses an estimate of the Cash Merger Consideration (to such estimate, the extent known“Effective Time Cash Merger Consideration”), calculated as of the Effective Time (the “Adjustment Time”), (biii) the total number and type of shares of Parent Series H-1 Preferred Stock, the original principal amount of the Seller Note allocated to such Equityholder (if any) and the total Fractional Cash Amount, in each case, to which such Equityholder is entitled pursuant to Section 2.07(a) and/or Section 2.08, as applicable; (iv) an indication as to whether (A) the Company Capital Stock held byhas received from the applicable Equityholder and delivered to Parent an Accredited Investor Certification for such Equityholder, or subject (B) Parent has indicated to the Company Options held by, such Selling Securityholders andthat it reasonably believes, in the case exercise of outstanding sharesits sole discretion based on information available to it, that such Equityholder is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the respective certificate numbersSecurities Act, and if or (C) that Company has neither indication described in (A) or (B) that the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereofEquityholder is an Accredited Stockholder, (cv) (i) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling SecurityholderEquityholder’s Pro Rata Share and, as applicable, Stockholder Escrow Pro Rata Shares, Stockholder Pro Rata Share, Note Pro Rata Share and Optionholder Pro Rata Share; and (expressed vi) such other instructions or information as a percentage), (f) is necessary or reasonably requested by Parent or the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (Paying Agent with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made to the Equityholders. Such Spreadsheet shall be accompanied by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Capitalization Update.

Spreadsheet. The Company shall prepare and deliver to PurchaserAcquirer, in accordance with Section 6.115.13, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein)information, as of immediately prior to the Closing: 48 (a) (i) the Cash Consideration, (ii) the aggregate amount of Transaction Expenses that remain unpaid as of the First Effective Time (including any Transaction Expenses that will become payable after the First Effective Time with respect to services rendered or actions taken prior to the First Effective Time), together with a breakdown thereof, (iii) the Aggregate Exercise Price, (iv) the Cash Escrow Amount, (v) the Fully-Diluted Company Capital Stock Number, (vi) the Fully-Diluted Per Share Cash Consideration, (vii) the Fully-Diluted Per Share Stock Consideration, (viii) the Parent Stock Price, (ix) the Cash Percentage, (x) the Stock Percentage, (xi) the Cash Escrow Amount, (xii) the Stock Escrow Amount, (xiii) the Closing Cash Amount, (xiv) the Closing Indebtedness Amount, and (xv) the Closing Net Cash Amount; (b) the names of all of the Selling Securityholders Converting Holders and their respective addresses and e-mail addresses and, where in the possession of the Company, taxpayer identification numbers; (to the extent known), (bc) the number number, class and type series of shares of Company Capital Stock held by, or subject to the Company Options held by, such Selling Securityholders Converting Holders and, in the case of outstanding shares, the respective certificate numbers, price at which such shares were originally acquired by such holder from the Company and if the date of such acquisition and whether any of such shares are Unvested Company Shares; (d) the number of shares of Company Capital Stock was ever subjected subject to vesting or other conditions constituting a “substantial risk of forfeiture” within and the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made exercise price per share in respect thereof, effect for each Company Option; (c) (ie) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), ; (f) the calculation aggregate cash amounts and shares of Parent Common Stock payable and issuable, respectively, to each such Converting Holder pursuant to Section 1.3(a) (on a certificate-by-certificate or option-by-option basis and in the aggregate), the extent to which such consideration constitutes Restricted Merger Consideration and whether each Converting Holder will make an election pursuant to Section 83(b) of the Code with respect to any portion of such Converting Holder’s Restricted Merger Consideration; (g) the vesting status with respect to Company Options, the vesting status and schedule of Unvested Company Shares and terms of the Company’s rights to repurchase such Unvested Company Shares (including the per share repurchase price payable with respect thereto); (h) whether (yes/no) any Taxes are required to be withheld from the consideration that any Converting Holder is entitled to receive pursuant to Section 1.3(a) or any consideration to be contributed by such Converting Holder to the Escrow Fund (based on Applicable Law as of the year the Closing occurs and assuming no backup withholding is required); (i) each Converting Holder’s Pro Rata Share, and the amount of cash and number of shares of Parent Common Stock to be contributed by such Converting Holder to the Escrow Fund and the extent to which such consideration constitutes Restricted Merger Consideration and each Converting Holders’ Pro Rata Share of the Expense Fund; (j) an itemized list of each item of Company Debt, if any, together with a description of the nature of such Company Debt and the Person to whom such Company Debt is owed; (k) a funds flow memorandum showing: (1) the aggregate amount to be delivered by Acquirer to the Paying Agent at the Closing (including the amounts to be delivered pursuant to Section 1.4(a)(ii) and the amount of any Transaction Expenses that are to be paid following the Closing); (2) the amounts to be distributed by the Paying Agent to the Company’s legal counsel and other service providers in payment of any unpaid Transaction Expenses; and (3) wire transfer instructions for each payment referred to in clauses “(1)” through “(3)” above; and (l) the aggregate cash amounts payable to each such Selling Securityholder Company Stockholder pursuant to each Section 1.3(a)(i) in lieu of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of fractional shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Parent Common Stock.

Spreadsheet. The Company shall prepare and deliver to PurchaserBuyer and the Seller Representative, in accordance with Section 6.11at or prior to the Closing, a spreadsheet (the “Spreadsheet”) in the form and substance reasonably satisfactory acceptable to PurchaserBuyer, which spreadsheet Spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Closing: (a) the names of all of the Selling Securityholders Company Stockholders, Company Awardholders and their respective street addresses, email addresses and e-mail addresses telephone numbers, Israeli identification number (to and where available, taxpayer identification numbers) and bank account details (including the extent knownrespective bank name and number, branch name and address, swift number and account number), ; (b) whether such Person is or was an employee of the Company; (c) the number and type kind of shares of Company Capital Stock held by, or subject to the Company Options Awards or Company Warrants held by, such Selling Securityholders Persons and, in the case of outstanding certificated shares, the respective certificate numbers, and if ; (d) the number of shares of Company Capital Stock was ever subjected subject to vesting or other conditions constituting a “substantial risk of forfeiture” within and the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made exercise price per share in respect thereof, (c) (i) effect for each Company Option that was exercisedAward and Company Warrant; (e) the vesting status and schedule with respect to the Company Awards, whether it was early exercisedCompany Warrant, and Company Capital Stock and terms of the Company’s rights to repurchase such unvested Company Capital Stock (including the repurchase price payable per share under each share of unvested Company Capital Stock); (f) the Tax status of each such share of Company Option Capital Stock and Company Award under Section 422 of the CodeCode or, if applicable, under the Israeli Tax Code (including status as a Company 102 Share, Company 102 Option or Company 3(i) Option); (g) state the Estimated 2013 Revenue Amount, the date of such exercise Transaction Expenses, the Buyer Loan Amount, the Buyer Stock Price Per Share, the Fully-Diluted Company Capital Stock Amount and the applicable exercise price and (ii) for each outstanding Seller Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise priceCapital Stock Amount, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (fh) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Estimated Aggregate Consideration Value, the Estimated Aggregate Net Consideration Amount, the Estimated Equity Exchange Ratio, the Estimated Aggregate Seller Amount, the Estimated Aggregate Non-Buyer Amount, and the Post-Closing Adjustment Initial Holdback Amount, the Estimated Seller Closing Amount and the Estimated Seller Closing Amount Per Share; (i) without derogating from Buyer’s rights under Section 1.5(a1.10(a), Section 1.5(b) the tax withholding rate and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the total amount of any indebtedness to the Company owed by such Selling Securityholder Taxes (including for income, payroll, social security and other Taxes) to be deducted and withheld from such Selling Securityholder’s applicable portion of the Cash Consideration, Estimated Aggregate Net Consideration Amount that each Company Securityholder immediately prior to the Closing is entitled to receive pursuant to Section 1.2(a) and (ib) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum the Pro Rata Share of each Indemnifying Person and the interest of each Indemnifying Person in the Indemnity Holdback Amount (for purposes hereof, also setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by separately calculations based on the Purchaser at General Indemnity Holdback Percentage and the Special Indemnity Holdback Percentage) and the Post-Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Adjustment Holdback Amount.

Spreadsheet. The Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, Acquirer a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (ai) the names of all of the Selling Securityholders Converting Holders and their respective addresses and addresses, e-mail addresses (to the extent known)and, where available, taxpayer identification numbers, (bii) the number and type of shares of Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Selling Securityholders Converting Holders and, in the case of outstanding shares, the respective certificate numbers, and if (iii) the number of shares of Company Capital Stock was ever subjected subject to and the exercise price per share in effect for each Company Option and Company Warrant, (iv) the vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 status and schedule with respect to Company Options and Company Warrants and Unvested Company Shares and terms of the Code, whether a Section 83(b) election was timely and properly made in Company’s rights to repurchase such Unvested Company Shares (including the per share repurchase price payable with respect thereofthereto), (c) (iv) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (dvi) the Total Consideration (includingcalculation of Fully-Diluted Company Common Stock, listed separately, the Cash Consideration, Stock Common Per Share Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (evii) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder Converting Holder pursuant to each of Section 1.5(a1.3(a)(i), Section 1.5(b1.3(a)(ii) or Section 1.3(a)(v) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (jviii) a funds flow memorandum setting forth all applicable wire transfer instructions for each holder of Company Debt and Transaction Expenses that are incurred (whether paid or unpaid), including any Transaction Expenses to be paid by but unpaid as of the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Closing.

Spreadsheet. (a) The Company shall prepare and deliver to Purchaser, in accordance with Section 6.11Parent, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to PurchaserParent, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: : (ai) the names of all of the Selling Securityholders Company Shareholders and their respective addresses street and e-mail addresses (to the extent knownif available), telephone number (bif available), taxpayer identification numbers (if any) and bank information (if available) (including the respective bank name and number, branch name and address, swift number, account number and other wire transfer information); (ii) the number and type of shares class of Company Capital Stock Shares held by, or subject to the Company Options held by, such Selling Securityholders and, in the case of outstanding shares, the respective certificate numbers, and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereof, (c) (i) for by each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and Shareholder; (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (fiii) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a)Per Share Consideration, Section 1.5(b) the Per Share Cash Consideration and Section 1.5(c) the Per Share Stock Consideration; (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (giv) the calculation of the aggregate number of shares of Purchase Series B Closing Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a)Consideration, (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Aggregate Cash Consideration, Fully-Diluted Company Shares and Per Share Consideration; (iv) the status of each Company Shareholder as a Non-Qualified Company Securityholder or a Qualified Company Securityholder as notified by Parent in accordance with Section 6.8; (vi) the calculation of the Seller Stamp Tax Amount Pro Rata Share and Pro Rata Share of the Escrow Amounts of each Company Shareholder; (jvii) any withholding and reallocation of proceeds in accordance with the Shareholder Payment Letter; and (viii) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at applicable wire transfer instructions of each Person who will receive a payment on the Closing Date pursuant to Article I. (b) The Company shall prepare and any other payments deliver to be made by Purchaser at Parent a draft of the Spreadsheet not later than five Business Days prior to the Closing Date (including Transaction Expenses and the Company shall consider in good faith any reasonable comments delivered by Parent and its Representatives (provided, that, in no event shall the failure to agree on the Spreadsheet be deemed a condition to Closing)) and a final version of the Spreadsheet to Parent not later than two Business Days prior to the Closing Date. Without limiting the foregoing, the Company shall provide to Parent, together with the Spreadsheet, such supporting documentation, information and calculations as are reasonably anticipated necessary for Parent to be incurred verify and determine the calculations, amounts and other matters set forth in the future)Spreadsheet.

Spreadsheet. The Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, Acquirer a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Purchaser), which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: : (a) the names of all of the Selling Securityholders Company Stockholders, Company Optionholders and Company Warrantholders, their respective email addresses and e-mail addresses (and, to the extent known)in the possession of the Company, their street addresses, telephone number, taxpayer identification numbers (if any) or Permanent Account Number (if such Company Equityholder is a tax resident of India or otherwise has a tax history in India) and whether such Company Stockholder is an Indian Resident Company Stockholder; (b) to the number extent applicable, any designations made pursuant to Section 8 of a Joinder Agreement; (c) the number, class and type kind of shares of Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Selling Securityholders Persons and, in the case of outstanding shares, the respective certificate numbers; (d) if a Company Stockholder holds Unvested Company Shares, (i) the vesting schedule for such Unvested Company Shares and if the terms of the Company’s right to repurchase such Unvested Company Capital Stock was ever subjected Shares (including the repurchase price payable per share under each Unvested Company Share), (ii) the amount of Unvested Share Payments payable in respect of such Unvested Company Shares, the vesting schedule for such Unvested Share Payments and the repurchase price payable with respect to vesting each dollar of such Unvested Share Payments and (iii) whether or other conditions constituting not such Unvested Company Shares are subject to a “substantial risk of forfeiture” within the meaning of valid and timely-filed election statement under Section 83 83(b) of the Code, whether a ; (e) the Tax status of each Company Option under Section 83(b422 of the Code; (f) election was timely the vesting status and properly made in schedule (including the terms of any acceleration thereof after giving effect to any applicable Benefits Waiver) with respect thereof, to Company Options; (c) (ig) for each Company Option that was exercisedexercised prior to the Closing Date, whether it was early exercised, and (i) the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the if applicable, or any applicable exercise price foreign Tax law and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, ; (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (fh) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each Aggregate Accredited Cash Consideration, Aggregate Accredited Stock Consideration, Aggregate Consideration, Aggregate Exercise Price, Aggregate Exercise Price of Section 1.5(a)Cashed Out Options and Warrants, Section 1.5(bAggregate Stockholder Cash Consideration, Aggregate Stockholder Consideration, Aggregate Unaccredited Cash Consideration, Aggregate Unvested Option Consideration, Aggregate Unvested Stock Cash Consideration, Aggregate Unvested Stock Consideration, Aggregate Vested Option Cash Consideration, Aggregate Warrant Consideration, Aggregate Warrant Cash Consideration, the Aggregate Warrant Stock Consideration, Exchange Ratio, Fully-Diluted Common Stock, Per Share Accredited Cash Consideration, Per Share Accredited Stock Consideration, Per Share Consideration and Vested Suitable Investor Common Stock; (i) in respect of Continuing Employees who hold Unvested Company Options, the number of Converted Options and Section 1.5(c) the adjusted exercise price; (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (gj) the calculation amount of cash, the aggregate number of shares of Purchase Series B Acquirer Common Stock and number of options to purchase shares of Acquirer Common Stock payable and/or issuable to each such Selling Company Securityholder pursuant to each in exchange for the shares of Section 1.5(a)Company Capital Stock, (h) the amount of any indebtedness to the Company owed Options and Company Warrants held by such Selling Securityholder and to be deducted from such Selling SecurityholderPerson on a certificate-by-certificate basis; (k) each Converting Holder’s applicable portion Pro Rata Share of the Cash Consideration, Indemnity Escrow Amount (iexpressed both in dollars and as a percentage); (l) the calculation each Converting Holder’s Pro Rata Share of the Seller Stamp Tax Adjustment Escrow Amount (expressed both in dollars and as a percentage); (jm) each Converting Holder’s Pro Rata Share of the Expense Fund Amount (expressed both in dollars and as a percentage); and (n) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid forth, to the extent in the possession of, or unpaid)readily obtained by, including the Company, applicable wire transfer instructions and other information reasonably requested by Acquirer; provided that, for the avoidance of doubt, to the extent the Company does not provide wire instructions for any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made at Closing as contemplated by Purchaser at the Closing (including Transaction Expenses reasonably anticipated this Agreement, Acquirer shall not be required to be incurred in the future)make such payments until such wire instructions have been obtained.

Spreadsheet. The Company shall prepare and deliver to PurchaserAcquirer, in accordance with Section 6.115.12, a spreadsheet (the “Spreadsheet”) in the form provided by Acquirer prior to the Closing and substance reasonably satisfactory acceptable to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (a) the names of all of the Selling Securityholders Company Stockholders and Company Optionholders and their respective addresses and addresses, e-mail addresses (to the extent known)and taxpayer identification numbers, (b) the number and type of shares of Company Capital Stock held by, or subject to the by such Company Options held by, such Selling Securityholders and, in the case of outstanding shares, the respective certificate numbers, and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereofStockholder, (c) (i) for the number of shares of Company Capital Stock subject to each Company Option that was exercised, whether it was early exercised, and the Tax status of option held by each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise priceOptionholders, (d) the Total Consideration calculation of the Merger Consideration, Indebtedness (includingincluding the EIDL Loan Balance and PPP Escrow Amount), listed separatelyTransaction Expenses, the amount, if any, by which the Closing Net Working Capital Target exceeds Company Net Working Capital as set forth in the Company Closing Financial Certificate (which may be a negative number), Adjustment Amount, Stock Consideration, Cash Consideration, Stock Per Unit Cash Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Per Unit Stock Consideration, (e) the calculation of aggregate cash amounts and number of shares of Acquirer Common Stock payable and issuable, respectively, to each Selling Securityholder’s Pro Rata Share (expressed as a percentagesuch Company Stockholder pursuant to Section 1.3(a), and Company Optionholder pursuant to Section 1.3(b), and the total amount of Taxes to be withheld therefrom (including, if applicable, the number of shares of Acquirer Common Stock to be withheld), and (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation Contributing Equityholder’s Pro Rata Share of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), Escrow Amount (h) including the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax PPP Escrow Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the futureIndemnity Escrow Amount).

Spreadsheet. The Prior to the execution of this Agreement, the Company has delivered to Parent the Company's reasonable estimates of the calculation of the Merger Consideration and the distribution of the Stock Merger Consideration and the Cash Merger Consideration among the Company Stockholders, Company Option Holders, Company Warrant Holders, Company Convertible Debt Holders and MIP Holders, based on the Parent Stock Price determined as of the day of the preparation of such estimated Spreadsheet. No later than one (1) Business Day prior to the Closing Date, the Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, a Parent an updated spreadsheet (the “"Spreadsheet”) in form and substance reasonably satisfactory to Purchaser"), which spreadsheet Spreadsheet shall be dated certified as complete and correct by the Chief Financial Officer of the Company as of the Closing Date and which shall set forth all of the following information (in addition to the include, among other required data and information specified therein)things, as of immediately prior to the Closing: : (a) the names of all of the Selling Securityholders and their respective addresses and e-mail addresses (with respect to the extent known)each Company Stockholder, (bi) such Person's address, (ii) the number and type of shares of Company Capital Stock held byby such Person, or subject to the Company Options held by, such Selling Securityholders and, in the case of outstanding shares, (iii) the respective certificate numbers, and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(bnumber(s) election was timely and properly made in respect thereofrepresenting such shares, (civ) (ithe respective date(s) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date acquisition of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise priceshares, (dv) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration such Person's Escrow Pro Rata Fraction and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent ConsiderationIndemnity Pro Rata Fraction, (evi) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Parent Common Stock issuable or the portion of Cash Merger Consideration to be paid to such Person at the Closing in respect of such shares, and (vi) the number of shares of Parent Common Stock to be deposited into the Escrow Fund on behalf of such Person; (b) with respect to each Company Optionholder, (i) such Selling Securityholder pursuant Person's address, (ii) the number of shares of Company Common Stock underlying each Company Option held by such Person, (iii) the respective grant date(s) of such Company Options, (iv) the respective exercise price(s) per share of such Company Options, (v) the number of shares of Company Common Stock underlying each Company Option held by such Person that have vested as of immediately prior to Closing; (vi) the number of shares of Company Common Stock underlying each Company Option that have not vested as of immediately prior to Closing; and (vii) the respective vesting arrangement(s) with respect to such Company Options, (viii) whether such Company Options are incentive stock options or non-qualified stock options, (ix) the aggregate number of shares of Parent Common Stock such assumed Company Option will become exercisable for and the applicable exercise price per share of Parent Common Stock, in each case, immediately after the Effective Time, and (x) whether or not such Company Option is an Out-of-the-Money Option. (c) with respect to each holder of Section 1.5(a)Company Warrants, (hi) such Person's address, (ii) the number of shares of Company Capital Stock into which the Company Warrant held by such Person is exercisable, (iii) such Person's Escrow Pro Rata Fraction and Indemnity Pro Rata Fraction, (iv) the aggregate number of shares of Parent Common Stock to be paid to such Person at the Closing in respect of such shares, and (v) the number of shares of Parent Common Stock to be deposited into the Escrow Fund on behalf of such Person; (d) with respect to each Company Convertible Debt Holder, (i) such Person's address, (ii) the amount of any indebtedness to Company Convertible Debt held by such Person, (iii) the number of shares of Company Capital Stock into which the Company owed Convertible Debt held by such Selling Securityholder person is convertible, (iv) such Person's Escrow Pro Rata Fraction and Indemnity Pro Rata Fraction, (v) aggregate number of shares of Parent Common Stock to be deducted from paid to such Selling Securityholder’s applicable portion Person at the Closing in respect of such Company Convertible Debt, and (vi) the Cash Considerationnumber of shares of Parent Common Stock to be deposited into the Escrow Fund on behalf of such Person; and (e) with respect to each recipient of Management Incentive Plan Shares, (i) such Person's address, (ii) such Person's Escrow Pro Rata Fraction and Indemnity Pro Rata Fraction, (vi) the calculation aggregate number of shares of Parent Common Stock and the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses portion of Cash Merger Consideration to be paid by the Purchaser to such Person at the Closing in accordance with the Management Incentive Plan, and any other payments (vi) the number of shares of Parent Common Stock to be made by Purchaser at deposited into the Closing (including Transaction Expenses reasonably anticipated Escrow Fund on behalf of such Person, if any. For illustrative purposes, and to be incurred aid in the future)interpretation of this Agreement, Part 4.4 of the Company Disclosure Schedule sets forth a sample Spreadsheet reflecting the illustrative calculations of: (A) the value of the Merger Consideration at Closing based on several different assumed values of the Parent Stock Price; (B) the amount of the Stock Merger Consideration and the Cash Merger Consideration based on each such Parent Stock Price; (c) the aggregate dollar value payable to MIP Participants based on each such Parent Stock Price; (d) the number of shares placed in the Escrow Fund based on each such Parent Stock Price; and (e) the number of Company Options that will be Assumed Options and the aggregate number of shares of Parent Common Stock such Assumed Options will become exercisable for and the applicable exercise price per share of Parent Common Stock, in each case, based on each such Parent Stock Price.

Spreadsheet. The Company shall prepare and deliver to PurchaserAcquiror and the Securityholders’ Representative, in accordance not later than three (3) Business Days prior to the Closing Date, and concurrently with Section 6.11the delivery of the Estimated Closing Certificate, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Purchaser), certified by the Chief Executive Officer of the Company, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein)information, as of the Closing Date and immediately prior to the Closing: Effective Time: (a) the names of all of the Selling Company Securityholders and their respective addresses and e-mail addresses (to the extent known), email addresses; (b) the number and type class of shares of Company Capital Stock held by, or subject to the Company Options held by, such Selling Securityholders andPersons, in the case of outstanding shares, the respective certificate numbers, and if the Company Capital Stock was ever subjected including an indication as to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereof, such shares are Restricted Shares; (c) a list identifying the holders of Company Options whose payments received pursuant to this Agreement will be required to be run through the Company’s payroll processor and will be subject to employment, withholding or payroll Taxes; (id) the exercise price per share in effect for each Company Option that was exercisedor Company Warrant, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, as applicable; (e) the calculation of each Selling SecurityholderEffective Time Holder’s Pro Rata Share (expressed as a percentage), percentage interest and the interest in dollar terms) of the Merger Consideration; (f) each Effective Time Holder’s Pro Rata Share (as a percentage interest and the calculation interest in dollar terms) of the aggregate cash amounts payable amount to be contributed to the Adjustment Escrow Amount, Indemnity Escrow Amount, Special Indemnity Escrow Amount and Reserve on behalf of each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) Effective Time Holder (with respect to Section 1.5(c), assuming paid in all cash pursuant subject to the terms of Section 1.5(c1.10(a)), ; (g) the calculation of the aggregate number Acquiror Pro Rata Share of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), the Adjustment Escrow Amount and Indemnity Escrow Amount; (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount Total Stock and the Merger Consideration; and (ji) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Aggregate Exercise Amount.

Spreadsheet. The Company shall prepare and deliver to PurchaserAcquirer, in accordance with Section 6.115.12, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: : (a) the names of all of the Selling Company Securityholders and and, where available, their respective addresses and addresses, e-mail addresses (addresses, taxpayer identification numbers, and whether, to the extent known)Company’s knowledge, such Person is an Accredited Securityholder or Unaccredited Securityholder; (b) the number and type of shares of Company Capital Stock held by, or subject to the Company Options held by, such Selling Company Securityholders and, in the case of outstanding shares, the respective certificate or book-entry numbers, and if the ; (c) an indication of whether any shares of Company Capital Stock were acquired upon exercise of a Company Option (and, if so, whether such Company Option was ever subjected to vesting or other conditions constituting a an “substantial risk of forfeitureincentive stock option” within the meaning of Section 83 422 of the Code and the purchase and sale of Company Capital Stock pursuant to this Agreement results in a “disqualifying disposition” of such shares described in Section 421(b) of the Code); (d) an indication of whether any share of Company Capital Stock is or has been subject to vesting provisions and, if so, whether a valid election was made under Section 83(b) election was timely of the Code with respect to any such Company Capital Stock; (e) the number of shares of Company Capital Stock subject to and properly made the exercise price per share in respect thereof, (c) (i) effect for each Company Option that was exercised, whether it was early exercisedOption; (f) the number of shares of Company Capital Stock subject to In-the-Money Company Options, and whether any such In-the-Money Company Options are Employee Options or Non-Employee Options; (g) the Tax status calculation of each such Fully Diluted Company Option under Section 422 of the CodeCapital Stock, the date of such exercise and Per Share Closing Consideration, the applicable exercise price and (ii) Per Share Closing Total Value, the Per Share Cash Percentage, the Per Share Stock Percentage, for each outstanding Company Option, the Tax status of each Option Consideration for such Company Option under Section 422 of the CodeOption, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separatelyLiquidation Preference, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause Amount; (d), the Contingent Consideration, (eh) the calculation of the aggregate amount of cash and Acquirer Common Stock payable or issuable to each Selling Securityholdersuch Company Securityholder pursuant to Section 1.3(a), and the total amount of Taxes to be withheld from such payment; (i) each Company Stockholder’s Pro Rata Share (expressed as a percentage), ; (fj) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant following information with respect to each of the shares of Company Capital Stock set forth in clause (b) of this Section 1.5(a5.8 above that would be deemed a “covered security” under Treasury Regulation Section 1.6045-1(a)(15), Section 1.5(b) for federal tax purposes and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation knowledge of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash ConsiderationCompany, (i) the calculation date such shares of Company Capital Stock were originally purchased (or the holding period otherwise started) and (ii) the Company Stockholder’s adjusted tax basis in such shares of Company Capital Stock; (k) if a Company Securityholder is a borrower under a promissory note with the Company or is otherwise indebted to the Company for any monetary amount, the amount owed by such Company Securityholder (including all accrued interest thereon) as of the Seller Stamp Tax Amount and Effective Time which shall be deducted from the amount of cash payable in connection with the Closing to such Company Securityholder; and (jl) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid applicable wire transfer instructions and other information reasonably requested by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Acquirer.

Spreadsheet. The Parent and Company shall prepare and deliver to PurchaserAcquiror, in accordance with Section 6.11at or prior to the Closing, a spreadsheet Spreadsheet in form reasonably acceptable to Acquiror (the “Spreadsheet”) in form and substance reasonably satisfactory to Purchaser), which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the ClosingEffective Time: (a) the names of all of the Selling Securityholders Company Stockholders, Company Optionholders, Company Lenders and Parent Members and their respective addresses and e-mail addresses (to the extent known), email addresses; (b) the number and type kind of shares of (i) Company Capital Stock held by, or subject to the Company Options held by, such Selling Securityholders Persons and, in the case of outstanding shares, the respective certificate numbers; (ii) the number and kind of Parent membership interests held by, or subject to options or warrants held by such Persons, and in the case of outstanding interests, any respective certificate numbers, if applicable and (iii) the Company Capital Stock was ever subjected respective date(s) of acquisition of such shares and, with respect to vesting shares acquired on or other conditions constituting a “substantial risk after January 1, 2011, the cost basis of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereofsuch shares, (c) with respect to each Company Optionholder (i) for each the vesting status and schedule with respect to Company Option that was exercised, whether it was early exercised, Options and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for the number of shares of Company Capital Stock underlying each outstanding Company Option, the Tax status of each Option held by such Company Option under Section 422 of Optionholder; (iii) the Code, the date respective grant date(s) and exercise price(s) per share of such exercise and the applicable exercise price, Company Options; (d) the Total Consideration (including, listed separatelyFully-Diluted Company Capital Stock Shares, the Per Share Consideration, the Per Share Unaccredited Stockholder Cash Consideration, Stock the Per Share Accredited Stockholder Cash Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Per Share Accredited Stockholder Stock Consideration, ; (e) with respect to each Company Lender, the calculation amount of Company Debt held by such Company Lender; (f) whether payroll Taxes are required to be withheld from the Merger Consideration that each Selling Securityholder’s Company Securityholder and Company Lender immediately prior to the Effective Time is entitled to receive pursuant to Section 1.15; (g) the Pro Rata Share of each Company Stockholder and the interest in dollar terms of each Company Stockholder in the Holdback Amount, the Agent Expense Amount, the Tax Refund Holdback Amount, and the Working Capital Holdback Amount, as applicable (expressed as a dollar amount and as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), ; (h) the aggregate amount of any indebtedness to the Company owed by such Selling Securityholder and cash to be deducted from such Selling Securityholder’s applicable portion paid and shares of Acquiror Common Stock to be issued to each Company Stockholder and Company Optionholder at the Cash Consideration, Closing (determined without taking into account any withholding Taxes); and (i) the calculation amount of shares of Acquiror Common Stock subject to the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses Holdback with respect to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)each Company Stockholder.

Spreadsheet. The Company shall prepare and deliver to PurchaserAcquirer, in accordance with Section 6.11at or prior to the Closing, a spreadsheet (in a form to be supplied by Acquirer to the “Spreadsheet”) in form and substance reasonably satisfactory to PurchaserCompany, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein)forth, as of the Closing Date and immediately prior to the Closing: Effective Time, (ai) the names of all holders of the Selling Securityholders Company Options and Unvested Company Shares and their respective addresses and e-mail addresses (to the extent known)where available, taxpayer identification numbers, (bii) the number and type of shares of Company Capital Common Stock held by, or subject to the Company Options and the number of Unvested Company Shares held by, by such Selling Securityholders and, in the case of outstanding shares, the respective certificate numbers, and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereofPersons, (ciii) (i) the exercise price per share in effect for each Company Option that was exercisedimmediately prior to the Effective Time, whether it was early exercised(iv) the vesting status and schedule with respect to each Company Option and the Unvested Company Shares held by each holder thereof (including the repurchase price payable per share with respect to each such Unvested Company Share), (v) with respect to Unvested Company Shares held by each stockholder of the Company, the aggregate amount of Unvested Cash payable with respect to such Unvested Company Shares and the vesting schedule for such Unvested Cash, (vi) the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (iivii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c)each Continuing Employee holding Company Options, assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Acquirer Common Stock issuable upon exercise of the Assumed Options issued by Acquirer in substitution of such Company Options and the per share exercise price thereof, and (viii) with respect to each such Selling Securityholder pursuant to each other holder of Section 1.5(a)Company Options, (h) the amount of any indebtedness cash payable by Acquirer to such holder, if any, pursuant to Section 1.10 hereof (such spreadsheet is referred to throughout as the “Spreadsheet”). A draft of the Spreadsheet shall be provided by the Company to Acquirer not later than five Business Days prior to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion proposed date of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Closing.

Spreadsheet. The Company shall prepare and deliver to PurchaserAcquiror, in accordance with Section 6.115.13, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to PurchaserAcquiror, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closinginformation: (a) the names of all of Company Stockholders and the Selling Securityholders Company Optionholders, and their respective addresses and e-mail addresses (to the extent known)and, if available, tax identification numbers; (b) the number and type kind of shares of Company Capital Stock held by, or subject to the Company Options held by, such Selling Securityholders Persons and, in the case of outstanding shares, the respective certificate numbersnumbers and vesting status; (c) the calculation of the Cash Per Share Liquidation Preference Amount, the Stock Per Share Liquidation Preference Amount, the Cash Per Share Amount, and if the Stock Per Share Amount; (d) the number of shares of Acquiror Common Stock and cash to be allocated to each Company Stockholder pursuant to Section 1.9(a)-(b) hereof; (e) the cash to be allocated to each holder of Vested Company Options pursuant to Section 1.9(c) (f) for each share of Company Capital Stock was ever subjected whether (A) to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 knowledge of the CodeCompany, whether it was subject to a valid and timely Section 83(b) election to the extent it was timely subject to a substantial risk of forfeiture upon issuance and properly made (B) it was the result of an early exercise of an incentive stock option; (g) the number of shares of Acquiror Common Stock and cash to be placed into the Escrow Fund, in respect thereof, the aggregate and on behalf of each Company Indemnifying Party; (ch) each Company Indemnifying Party’s Cash Pro Rata Share and Stock Pro Rata Share of the Escrow Fund (expressed as a percentage and based on the interest in the Escrow Fund for each such Company Indemnifying Party compared to all Company Indemnifying Parties); and (i) for each holder of Company Option that was exercised, whether it was early exercised, Capital Stock and the Tax status of each such Vested Company Option under Section 422 of the CodeOptions, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Holdback Pro Rata Share of the Holdback Amount (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to percentage and based on each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholderholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred interest in the futureHoldback Amount).

Spreadsheet. The Company shall prepare have delivered to Parent and deliver to Purchaser, in accordance with Section 6.11, the Exchange Agent a spreadsheet (the “Spreadsheet”) substantially in the form and substance reasonably satisfactory to Purchaserattached hereto as Schedule 6.3(s), which spreadsheet shall be, and shall be dated certified by the Chief Executive Officer and Chief Financial Officer of the Company as, true, complete and correct as of the Closing Date and which shall set forth all of the following information (in addition to the include, among other required data and information specified therein)things, as of immediately prior to the Closing: , (ai) the names of all of the Selling Securityholders Stockholders and their respective addresses and e-mail addresses (to the extent known)addresses, (b) the number and type of shares of Company Capital Stock held by, or subject to the Company Options held by, by such Selling Securityholders and, in the case of outstanding shares, persons (including the respective certificate numbers, and if in the case of Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within Preferred Stock, the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made conversion price in respect thereof, (c) (i) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the CodePreferred Stock), the date of acquisition of such exercise shares, the number of shares of each class or series of Company Capital Stock outstanding (determined as if all Company Options then outstanding had been exercised), the calculation (in each case in reasonable detail and calculated to two decimal places) of the amount of the Per Share Series A Liquidation Preference Payment as of the Closing Date, the Per Share Series B Liquidation Preference Payment as of the Closing Date, and the applicable exercise price Cash Consideration allocable to one share of each class or series of Company Capital Stock (determined, as if all Company Options then outstanding had been exercised), for each Stockholder, the percentage of the Cash Consideration to be received by such Stockholder, for each Stockholder, the dollar amount of Cash Consideration to be received by such Stockholder, and the amount of Escrow Cash to be deposited into the Escrow Fund relating to such Stockholder, (ii) for all holders of Company Options and their respective addresses, the number of shares of Company Capital Stock underlying each outstanding such Company Option, the Tax status grant dates of each such Company Option under Section 422 of the Code, the date of such exercise Options and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (vesting arrangement with respect to Section 1.5(c)such Company Options and indicating whether such Company Options are incentive stock options or non-qualified stock options, assuming paid in all cash pursuant to the terms of Section 1.5(c)), and (giii) the calculation of the aggregate number of shares of Purchase Series B Parent Common Stock issuable to each such Selling Securityholder pursuant to each upon exercise of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and Options to be deducted from assumed by Parent and the per share exercise price thereof and such Selling Securityholder’s applicable portion of other information relevant thereto or which Parent may reasonably request. The Company shall have delivered the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at Spreadsheet on the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Date.

Spreadsheet. The Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, Parent at least five (5) Business Days prior to the Closing a spreadsheet (setting forth the “Spreadsheet”) in form Company’s proposals along with reasonably detailed back-up data and substance reasonably satisfactory to Purchasersupporting materials, which spreadsheet shall be dated subject to the reasonable review and comment of Parent and the final version of which shall be reasonably satisfactory to Parent, with regard to the following information: (a) calculation of the Aggregate Option Cash Consideration and Aggregate RSU Cash Consideration; (b) calculation of the Per A Share Merger Consideration and the Per L Share Merger Consideration, (c) calculation of the aggregate Company Transaction Expenses, Cash as of September 30, 2014, Net Working Capital as of September 30, 2014, Outstanding Indebtedness as of September 30, 2014 and the Closing Date aggregate Negative Transaction Adjustments; (d) with respect to each holder of Company Shares: (i) the name and shall set forth all address of such holder, (ii) the number of shares of Class L Common Stock and Class A Common Stock held by such holder and the respective certificate numbers, (iii) the cash consideration that such holder is entitled to receive pursuant to Section 2.02 (on a certificate-by-certificate basis and in the aggregate), if any, and (iv) the stock consideration that such holder is entitled to receive pursuant to Section 2.02 (on a certificate-by-certificate basis and in the aggregate); (e) with respect to each Company Option: (i) the name and address of the following information holder thereof, (in addition to ii) the other required data grant date and information specified therein)expiration date thereof, as (ii) whether such Company Option is a Vested In-the-Money Option, (iii) the exercise price per share and the number of shares of Class L Common Stock and Class A Common Stock underlying such Company Option immediately prior to the Closing: , and (aiv) the names of all of the Selling Securityholders and their respective addresses and e-mail addresses (cash consideration that such holder is entitled to the extent knownreceive in accordance with Section 2.04(a), (b) the number and type of shares of Company Capital Stock held by, or subject to the Company Options held by, such Selling Securityholders ; and, in the case of outstanding shares, the respective certificate numbers, and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereof, (c) (i) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms each award of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, RSUs: (i) the calculation name and address of the Seller Stamp Tax Amount holder thereof, (ii) the grant date thereof, (iii) the number of Company RSUs underlying such award immediately prior to the Closing, and (jiv) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses the cash consideration that such holder is entitled to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred receive in the futureaccordance with Section 2.04(b).

Spreadsheet. The Company shall prepare and deliver to PurchaserAcquirer, in accordance with Section 6.115.12, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: : (a) the names of all of the Selling Company Securityholders and their respective addresses and addresses, e-mail addresses (addresses, and whether, to the extent known)Company’s knowledge based on the information available to the Company, such Person is an Accredited Securityholder or Unaccredited Securityholder; (b) the number number, type and type series of shares of Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Selling Company Securityholders and, in the case of outstanding shares, the respective certificate or book-entry numbers, and if the ; (c) an indication of whether any shares of Company Capital Stock were acquired upon exercise of a Company Option (and, if so, whether such Company Option was ever subjected to vesting or other conditions constituting a an “substantial risk of forfeitureincentive stock option” within the meaning of Section 83 422 of the Code and the purchase and sale of Company Capital Stock pursuant to this Agreement results in a “disqualifying disposition” of such shares described in Section 421(b) of the Code); (d) an indication of whether any share of Company Capital Stock is or has been subject to vesting provisions and, if so, whether a valid election was made under Section 83(b) election was timely of the Code with respect to any such Company Capital Stock; (e) the number of shares of Company Common Stock subject to and properly made the exercise price per share in respect thereofeffect for each Company Option; (f) the number of shares of Company Common Stock subject to In-the-Money Company Options, and whether any such In-the-Money Company Options are Employee Options or Non-Employee Options; (cg) the number, type and class of shares of Company Capital Stock subject to and the exercise price per share in effect for each Company Warrant; (h) the number of shares of Company Capital Stock subject to In-the-Money Company Warrants; (i) for each the calculation of (A) Fully Diluted Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 Capital Stock as of the CodeEffective Time, the date of such exercise and the applicable exercise price and (iiB) for each outstanding share of Company Series 1 Preferred Stock, the Series 1 Liquidation Preference Per Share, the Series 1 Closing Per Share Value and the Series 1 Closing Per Share Consideration, (C) for each share of Company Series 2 Preferred Stock, the Series 2 Liquidation Preference Per Share, the Series 2 Closing Per Share Value and the Series 2 Closing Per Share Consideration, (D) the Per Share Closing Consideration, (E) the Per Share Closing Total Value, (F) the Per Share Cash Percentage with respect to Accredited Securityholders, (G) the Per Share Stock Percentage with respect to Accredited Securityholders, (H) for each In-the-Money Company Option, the Tax status of each Spread Value and Option Consideration for such Company Option under Section 422 of the CodeOption, the date of such exercise (I) for each In-the-Money Company Warrant, Spread Value and the applicable exercise pricePer Share Closing Warrant Consideration, (dJ) the Total Consideration Unaccredited Stockholder Cash Amount and the Total Unaccredited Warrantholder Cash Amount, (including, listed separatelyK) the Total Series 1 Liquidation Preference, the Cash ConsiderationTotal Series 2 Liquidation Preference, Stock Consideration the Total Liquidation Preference and the Remaining Liquidation Preference Amount, (L) the Aggregate Exercise Price, Amount and excluding, for purposes of this clause the Series 1 Warrants Aggregate Exercise Amount; (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (fj) the calculation of the aggregate amount of cash amounts and Acquirer Common Stock payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock or issuable to each such Selling Company Securityholder pursuant to each of Section 1.5(a1.3(a), and whether such amount is subject to Tax withholding; (hk) each Company Securityholder’s Closing Pro Rata Share, Milestone Pro Rata Share and Indemnity Pro Rata Portion as of the Effective Time; (l) the portion of the Adjustment Escrow Amount, Indemnity Escrow Amount and Expense Fund contributed by each Company Securityholder and, with respect to the Indemnity Escrow Amount, the amount of any indebtedness Indemnity Escrow Cash and Indemnity Escrow Shares contributed by each Company Securityholder; (m) the following information with respect to each of the shares of Company Capital Stock set forth in clause (b) of this Section 5.8 above that would be deemed a “covered security” under Treasury Regulation Section 1.6045-1(a)(15), for federal tax purposes and to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion knowledge of the Cash ConsiderationCompany, (i) the calculation date such shares of Company Capital Stock were originally purchased (or the Seller Stamp Tax Amount holding period otherwise started) and (jii) the Company Stockholder’s adjusted tax basis in such shares of Company Capital Stock; and (n) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid)other information reasonably requested by Acquirer, including wire transfer instructions with respect to any payment of Closing Company Debt and Unpaid Company Transaction Expenses to be paid by Acquirer (but, for the Purchaser at the Closing and avoidance of doubt, excluding wire transfer instructions with respect to any other payments payment to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the futureCompany Securityholders).

Spreadsheet. The Company shall prepare and deliver to PurchaserAcquirer, in accordance with Section 6.115.13, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory acceptable to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (ai) the names of all of the Selling Company Securityholders and their respective addresses and addresses, e-mail addresses (to the extent known)and, where available, taxpayer identification numbers, (bii) the number and type of shares of Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Selling Company Securityholders and, in the case of outstanding shares, the respective certificate numbersnumbers and, and if in the case of Unvested Company Options, whether such Company Securityholder provides services to the Company in Japan or the Netherlands, (iii) the number of shares of Company Capital Stock was ever subjected subject to vesting or other conditions constituting a “substantial risk of forfeiture” within and the meaning of Section 83 of the Code, whether a Section 83(b) election was timely exercise price per share in effect for each Company Option and properly made in respect thereofCompany Warrant, (civ) the vesting status and schedule with respect to Company Options and Company Warrants, (iv) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (dvi) the Total Consideration (includingcalculation of Fully-Diluted Company Common Stock, listed separately, the Cash Common Per Share Consideration, Stock Series A-1 Per Share Consideration, Series A-2 Per Share Consideration, Series B Per Share Consideration, Series B-2 Per Share Consideration and Aggregate Exercise Acquirer Stock Price, and (vii) the calculation of aggregate cash amounts payable at the Closing to each such Company Securityholder pursuant to Section 1.3(a)(i) (excluding, for purposes the avoidance of this clause doubt, any portion contributed to the Escrow Fund and Securityholders’ Agent Fund pursuant to Section 1.4) and to each holder of Vested Company Options pursuant to Section 1.3(a)(ii) and the total amount of Taxes to be withheld therefrom, (dviii) the calculation of Acquirer RSUs issuable pursuant to Section 1.3(a)(ii)(B), the Contingent Considerationnumber of Acquirer RSUs to be granted to each Company Option Promisee in lieu of Promised Company Options pursuant to Promised Option Releases (such number of Acquirer RSUs to be calculated in accordance with the methodology described in Schedule 5.8(viii)(A)) and the number of Acquirer RSUs to be granted to each Excluded Optionholder (the “Company Excluded Optionholder Grants”) (such number of Acquirer RSUs to be calculated in accordance with the methodology described in Schedule 5.8(viii)(B)), (eix) the calculation of each Selling Company Securityholder’s Closing Pro Rata Share (expressed as a percentage)for purposes of the allocation of the Escrow Amount and of the Securityholders’ Agent Amount, (fx) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation amount of the aggregate number Escrow Amount and of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and Securityholders’ Agent Amount to be deducted from such Selling Securityholder’s applicable portion of the Cash Considerationpayments to each Company Securityholder pursuant to Section 1.4(d) and 1.4(e), (i) the calculation of the Seller Stamp Tax Amount as applicable, and (jxi) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses applicable wire transfer instructions and other information reasonably requested by Acquirer. The Spreadsheet shall be calculated in accordance with the Company’s Certificate of Incorporation as in effect as of immediately prior to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Closing.

Spreadsheet. The Company shall prepare and deliver to PurchaserAcquirer, in accordance with Section 6.115.13, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: : (a) the names of all of the Selling Company Securityholders and their respective last addresses and e-mail addresses (to the extent known), on record; (b) the number and type of shares of Company Capital Stock held by all Company Stockholders (on a certificate-by, or subject to -certificate basis and including certificate numbers and whether such shares are represented by Certificates); (c) the Company Options held by, such Selling Securityholders and, in the case number of outstanding shares, the respective certificate numbers, and if the shares of Company Capital Stock was ever subjected subject to and the exercise price per share in effect for each Company Option and each Company Warrant; (d) the vesting or other conditions constituting a “substantial risk of forfeiture” within status and schedule (including the meaning of Section 83 of the Code, whether a Section 83(bvesting commencement date and any acceleration provisions) election was timely and properly made in with respect thereof, to each Company Option; (c) (ie) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), ; (f) the calculation of Fully Diluted Company Common Stock and Amount Per Share; (g) the calculation of aggregate cash amounts payable to each such Selling Company Securityholder pursuant to each of Section 1.5(a), Section 1.5(b1.3(a) and Section 1.5(c) the total amount of Taxes to be withheld therefrom; (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (gh) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling SecurityholderConverting Holder’s applicable portion Pro Rata Share of the Cash Consideration, Escrow Amount (in both dollar and percentage terms); (i) the calculation portion of the Seller Stamp Tax Amount Merger Consideration payable to each Holdback Employee that is subject to a Holdback Agreement, the vesting schedule applicable to such consideration and the amount of consideration to be paid on each applicable vesting date; (j) the total amount subject to any promissory note (including any applicable accrued interest) tendered to the Company for payment of the exercise price and applicable taxes in connection with the exercise of any Company Option as set forth in the Offer Letters of certain Named Employees, and the corresponding amount to be repaid with Merger Consideration; and (k) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid other information reasonably requested by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Acquirer.

Spreadsheet. The Company shall prepare and deliver to PurchaserAcquirer, in accordance with Section 6.115.14, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (ai) the names of all of the Selling Securityholders Converting Holders and their respective addresses and e-mail addresses (to the extent known)addresses, (bii) the number and type of shares of Company Capital Stock held by, or subject to the Company Options or Company Notes held by, such Selling Securityholders Converting Holders and, in the case of outstanding shares, the respective certificate numbers, and if (iii) the number of shares of Company Capital Stock was ever subjected subject to vesting or other conditions constituting a “substantial risk of forfeiture” within and the meaning of Section 83 of exercise price per share in effect for each Company Option and the Code, whether a Section 83(b) election was timely principal amount and properly made in respect thereofaccrued interest payable under each Company Note, (civ) the vesting status and schedule with respect to Company Options, (iv) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (dvi) the Total Consideration (includingcalculation of Fully-Diluted Company Common Stock, listed separately, the Cash Common Per Share Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (evii) the calculation of aggregate cash amounts payable (before withholding Taxes) to each Selling Securityholder’s Pro Rata Share such Converting Holder pursuant to Section 1.3(a)(i) and Section 1.3(a)(ii) or, with respect to any Promised Optionholder, the aggregate cash amounts payable to such Promised Optionholder (expressed as a percentagebefore withholding Taxes) pursuant to the terms set forth in his or her Promised Option Waiver delivered to Acquirer at or prior to the Closing (such amounts in the aggregate for all Promised Optionholders, the “Promised Option Payments”), the total amount of payroll Taxes to be withheld from the portion of Option Payments and Promised Option Payments payable as of the Closing (fafter taking into account of the withholding of the Holdback Amount and the Expense Fund Amount), and in the case of Company Optionholders, whether the Company Optionholder is an Employee Optionholder or a Non-Employee Optionholder and in the case of Promised Optionholders, whether a Promised Optionholder is an Employee Promised Optionholder or a Non-Employee Promised Optionholder, (viii) the calculation of vesting schedule with respect to the aggregate cash amounts payable to each such Selling Securityholder Key Employee pursuant to each of Section 1.5(a1.3(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid as set forth in all cash pursuant to the terms of Section 1.5(c))Vesting Agreement executed by such Key Employee, (gix) the calculation of each Converting Holder’s Pro Rata Share of the aggregate number of shares of Purchase Series B Stock issuable Holdback Amount (including with respect to each such Selling Securityholder pursuant to each of Section 1.5(a)Key Employee, (h) the amount of any indebtedness to the Company owed Revested Cash that is contributed by such Selling Securityholder Key Employee into the Holdback Fund and to be deducted from such Selling Securityholder’s applicable portion of the Cash Considerationvesting schedule thereof) and the Expense Fund Amount, (i) the calculation of the Seller Stamp Tax Amount and (jx) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer and (xi) for each share of outstanding Company Capital Stock that constitutes a “covered security” under Section 6045(g) of the Code, all Transaction Expenses incurred (whether paid or unpaid)information necessary to satisfy the cost basis reporting requirements with respect to such Company Capital Stock, including any Transaction Expenses to be paid by the Purchaser at cost basis and the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)date of acquisition of such shares.

Spreadsheet. The Company shall prepare and deliver to PurchaserAcquiror, in accordance with Section 6.11not later than two (2) Business Days prior to the Closing Date, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Purchaser), certified by the Chief Executive Officer or Chief Financial Officer of the Company, which spreadsheet Spreadsheet shall be dated as of the Closing Date and shall be in the format as set forth in the Paying Agent Agreement and set forth all of the following information (in addition to the other required data and information specified therein)information, as of the Closing Date and immediately prior to the ClosingEffective Time: (a) the names of all of the Selling Company Securityholders and their respective addresses and e-mail addresses (to the extent knownincluding email addresses, if available), including the amount of the Merger Consideration each of them is entitled to as of the Closing; (b) the number and type kind of shares of Company Capital Stock held by, or subject to the Company Options (separated by the Company Employee Options and the Company Non-Employee Options) and the Company Warrants held by, such Selling Securityholders and, in the case of outstanding shares, the respective certificate numbers, and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereof, Persons; (c) (i) the exercise price per share in effect for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, ; (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, exercise price per share in effect for purposes of this clause (d), the Contingent Consideration, each Company Warrant; (e) the calculation of each Selling Company Securityholder’s Pro Rata Share (expressed as a percentagepercentage interest), ; (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(aEscrow Participant’s Escrow Participant Pro Rata Share (as a percentage interest), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), ; (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a)Total Stock, the Escrow Participant Total Stock, the Adjustment Escrow Amount, the Indemnity Escrow Amount, the Reserve Amount, the Merger Consideration, the Aggregate Preference Amount, and the Per Share Closing Amount, (h) the amount resolutions of any indebtedness to the Company owed Stockholders approving the transactions contemplated by such Selling Securityholder this Agreement, and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (ih) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Aggregate Exercise Amount.

Spreadsheet. The Company shall prepare and deliver to PurchaserAcquiror, in accordance with Section 6.11at or prior to the Closing, a spreadsheet (the “Spreadsheet”) in form reasonably acceptable to Acquiror and substance reasonably satisfactory to Purchaserthe Exchange Agent, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the ClosingEffective Time: (a) the names of all of the Selling Securityholders Company Shareholders and Company Optionholders and their respective addresses and e-mail addresses (to the extent known)where available, taxpayer identification numbers; (b) the number and type kind of shares of Company Capital Stock held by, or subject to the Company Options held by, such Selling Securityholders Persons and, in the case of outstanding shares, the respective certificate numbers, and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereof, ; (c) the vesting status and schedule with respect to Company Options; (id) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, ; (e) the calculation exercise price of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), Company Option; (f) the calculation of the aggregate cash amounts payable Aggregate Exercise Price, Common Cash Amount Per Share, Common Closing Amount Per Share, Common Escrow Amount Per Share, Fully-Diluted Company Stock, Fully-Diluted Company Series A Stock, Merger Consideration, Series A Cash Amount Per Share, Series A Closing Amount Per Share, Series A Escrow Amount Per Share, Total Participating Consideration, Total Series A Liquidation Preference; the total amount of Taxes to be withheld from the Merger Consideration that each such Selling Company Securityholder immediately prior to the Effective Time is entitled to receive pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), 1.15; (g) the calculation Effective Time Holder’s Pro Rata Share and the interest in dollar terms of each Effective Time Holder in the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), Escrow Cash and (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, Promised Option Payment Pool (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaidas defined below), including any Transaction Expenses the name of each Promised Optionee and their respective addresses and taxpayer identification numbers and the total amount of Taxes to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)withheld from such payments.

Spreadsheet. The Company shall prepare and deliver to PurchaserAcquirer, in accordance with Section 6.115.12, a spreadsheet (the “Spreadsheet”) ), in form and substance reasonably satisfactory to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (a) the names of all of the Selling Securityholders Converting Holders, Company Optionholders and Company Warrantholders and their respective addresses of record and e-mail addresses (to the extent known)addresses, (b) the number and type of shares of Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Selling Securityholders Converting Holders, Company Optionholders and Company Warrantholders and, in the case of outstanding shares, the respective certificate numbers, and if (c) the number of shares of Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within subject to, the meaning of Section 83 of exercise price per share and the Code, whether a Section 83(b) election was timely and properly made expiration date in respect thereof, (c) (i) effect for each Company Option that was exercisedand Company Warrant, whether it was early exercised(d) the vesting status and schedule with respect to Company Options and Company Warrants and Unvested Company Shares and terms of the Company’s rights to repurchase such Unvested Company Shares (including the per share repurchase price payable with respect thereto), and (e) the intended Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (iif) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Codethat was early exercised, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (eg) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage)Adjusted Purchase Price, (fh) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Acquirer Common Stock issuable to each such Selling Converting Securityholder pursuant to each of Section 1.5(a1.3(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount number of shares of Acquirer Common Stock issuable to each holder of Convertible Notes, (j) the calculation of each Converting Securityholder’s proportional share of the Holdback Stock Consideration and Expense Fund, (k) the calculation of each Converting Securityholder’s Pro Rata Share and (jl) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by applicable wire transfer instructions for the Purchaser at the Closing Company and any other payments to be made by Purchaser at the Closing (including Company Debt and Transaction Expenses reasonably anticipated to be incurred in the future)Expenses, as applicable.

Spreadsheet. The Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, Parent and the Exchange Agent a spreadsheet (the “Spreadsheet”) substantially in the form and substance reasonably satisfactory to Purchaserattached hereto as Schedule 5.21, which spreadsheet shall be dated certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing Date and which shall set forth all of the following information (in addition to the include, among other required data and information specified therein)things, as of immediately prior to the Closing: , (ai) the names of all of the Selling Securityholders Stockholders and their respective addresses and e-mail addresses (to the extent known)addresses, (b) the number and type of shares of Company Capital Stock held byby such persons (including whether such shares are Company Common Stock, or subject to Company Series A Preferred Stock and the Company Options held by, such Selling Securityholders and, in the case of outstanding sharesSeries B Preferred Stock), the respective certificate numbers, and if whether such shares constitute Company Unvested Common Stock (including, for each certificate, the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk number of forfeiture” within the meaning of Section 83 shares that are vested as of the Code, whether a Section 83(b) election was timely and properly made in respect thereof, (c) (i) for each Company Option that was exercised, whether it was early exercisedClosing), and the Tax status liquidation preference and conversion ratio applicable to each share of each such Company Option under Section 422 of the CodePreferred Stock, the date of acquisition of such exercise and the applicable exercise price and (ii) for each outstanding Company Optionshares, the Pro Rata Portion of Merger Cash to be deposited in the Escrow Fund and Tax status of each Escrow Fund on such Company Option under holder’s behalf pursuant to Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d1.8(b), the Contingent Consideration, (e) the calculation number of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation Merger Shares to be issued and amount of the aggregate cash amounts payable Merger Cash to be paid to each such Selling Securityholder pursuant to each of Section 1.5(a)holder, Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the Merger Shares and amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Considerationcash, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid)if any, including any Transaction Expenses to be paid by the Purchaser at Stockholder in settlement of tax withholding obligations pursuant to Section 1.6(e) and outstanding Stockholder loans pursuant to Section 1.6(f), and such other information relevant thereto or which the Exchange Agent may reasonably request, and (ii) all holders of Company Options and their respective addresses, the number of shares of Company Capital Stock underlying each such Company Option, the grant dates and exercise prices of such Company Options and the vesting arrangement with respect to such Company Options, the exercise price of each Company Option (other than Non-Assumed Options), and indicating, with respect to each Company Option, whether such Company Option is an incentive stock option or a non-qualified stock option, the number of shares of Parent Common Stock to which such Company Option shall become exercisable pursuant to Section 1.6(c) hereof and such other information relevant thereto or which Parent may reasonably request. The Company shall deliver the Spreadsheet three (3) Business Days prior to the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Date.

Spreadsheet. The Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, a spreadsheet (as the “same may be updated as described below, the "Spreadsheet”") substantially in the form and substance reasonably satisfactory to Purchaserattached hereto as SCHEDULE 5.23, which spreadsheet shall be dated certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing Date and which shall set forth all of the following information (in addition to the other required data and information specified therein)separately list, as of immediately prior to the Closing: , (ai) the names of all of the Selling Securityholders Stockholders and their respective addresses and e-mail addresses (to the extent known)of record, (b) the number and type of shares of Company Capital Stock held by, or subject to the Company Options held by, by such Selling Securityholders and, in the case of outstanding shares, persons (including the respective certificate numbersnumbers and whether such shares constitute Company Unvested Common Stock (including, and if for each certificate, the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk number of forfeiture” within the meaning of Section 83 shares that are vested as of the Code, whether a Section 83(b) election was timely and properly made in respect thereof, (c) (i) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the CodeClosing), the date of acquisition of such exercise and the applicable exercise price and (ii) for each outstanding Company Optionshares, the Tax status of Exchange Ratio applicable to each such Company Option under Section 422 of the Codeholder, Total Consideration to be issued to each holder, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a)shares, (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Considerationif any, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at Stockholder in settlement of outstanding Stockholder loans, the number of shares of the Total Consideration to be deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which the Exchange Agent may reasonably request, and (ii) all holders of Company Options and their respective addresses, the number of shares of Company Capital Stock underlying each such Company Option, the grant dates of such Company Options and the vesting arrangement with respect to such Company Options and such other information relevant thereto or which Parent may reasonably request. The Company shall deliver the Spreadsheet three (3) business days prior to the Closing Date. The certification of the EXECUTION COPY completeness and any other payments correctness of the Spreadsheet as of the Closing will be based on the assumption that there are no changes in the information required to be set forth therein between the date of delivery and the Closing. The Company will use commercially reasonable efforts to avoid the occurrence of any such changes and will deliver an updated Spreadsheet, similarly certified, promptly after the occurrence of any such changes; provided, however, that no updates may be made by Purchaser at to the Closing (including Transaction Expenses reasonably anticipated to be incurred in Spreadsheet after the future)Effective Time.

Spreadsheet. The Company shall prepare and deliver to Purchaser, in accordance with Section 6.11at or prior to the Closing, a spreadsheet (in Microsoft Excel form) (the “Spreadsheet”) in form and substance reasonably satisfactory acceptable to Purchaser, which spreadsheet shall be dated as of the Closing Date and which: (a) shall set forth all of the following information (in addition to the other required data and information specified therein), ) as of the Closing Date and immediately prior to the Closing: (ai) the names of all name of the Selling Securityholders Company Shareholder and their respective its addresses and e-mail addresses taxpayer identification number; (to the extent known), (bii) the number and type of shares of Company Capital Stock Ordinary Shares held by, or subject to the Company Options held by, by such Selling Securityholders and, in the case of outstanding shares, Person and the respective certificate numbers, and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereof, ; (c) (i) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (fiii) the calculation of the aggregate cash amounts CBI Cash Closing Amount, CBI Initial Loan Amount, CBI Total Loan Amount, CBI Recent Loan Amount, Closing Cash Consideration, Closing Value, Employee Closing Payment Amount, Employee Contingent Payment Amount, the percentage and maximum dollar amount payable to each such Selling Securityholder pursuant to employee in connection with each of Section 1.5(a)Milestones 1 through 5 in connection with such employee’s Termination and Release, Section 1.5(b) and Section 1.5(c) (the percentage and, with respect to Section 1.5(cMilestone Payments, the maximum dollar amount, payable to MTS Securities LLC (“MTS”) in connection with each Contingent Payment pursuant to that certain Letter Agreement, dated as of October 3, 2013, between MTS and the Company, as amended by that certain letter agreement between the Company and MTS, dated as of February 5, 2014 (together, the “MTS Agreement”), assuming paid the Share Consideration, Teva Cash Closing Amount (including a footnote that all such amounts are subject to withholding of Taxes in accordance with Section 1.9 hereof); and (iv) the CBI Net New Funding Amount, CBI Ratio, Teva Net New Funding Amount and Teva Ratio (in each case calculated as of the Closing Date); and (b) shall include a set of formulas (within the spreadsheet cells) which assumes that all cash pursuant Milestone Payments occur in a consecutive chronological order and that no Set-Off is applied with respect to such payments that accurately, and in a manner consistent with the terms and requirements of Section 1.5(c))the Teva Share Purchase Agreement, calculate for each Contingent Payment that may be made under this Agreement: (gi) the calculation of the aggregate number of shares of Purchase Series B Stock issuable CBI Net New Funding Amount, CBI Ratio, Teva Net New Funding Amount and Teva Ratio that apply to each such Selling Securityholder pursuant to each of Section 1.5(a), Contingent Payment and (hii) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses Contingent Payment to be paid by to Teva in accordance with the Purchaser at requirements of the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Teva Share Purchase Agreement.

Spreadsheet. The Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, Acquirer: (a) a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to PurchaserAcquirer, which spreadsheet shall be dated as of the date hereof and attached hereto as Schedule II of the Merger Agreement and (b) an updated Spreadsheet in form and substance reasonably satisfactory to the Acquirer, which updated Spreadsheet shall be dated as of the Closing Date Date, and in each instance, shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (ai) the names of all of the Selling Securityholders Converting Holders and their respective addresses and addresses, e-mail addresses and, where available, taxpayer identification numbers; (to the extent known), (bii) the number and type of shares of Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Selling Securityholders Converting Holders and, in the case of outstanding shares, the respective certificate numbers, and if ; (iii) the number of shares of Company Capital Stock was ever subjected subject to and the exercise price per share in effect for each Company Option and Company Warrant; (iv) the vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 status and schedule with respect to Company Options and Company Warrants and Unvested Company Shares and terms of the Code, whether a Section 83(b) election was timely and properly made in Company’s rights to repurchase such Unvested Company Shares (including the per share repurchase price payable with respect thereof, thereto); (c) (iv) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, ; (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (evi) the calculation of each Selling Securityholder’s Pro Rata Fully Diluted Share Number, Common Per Share Amount and Series A Per Share Amount; (expressed as a percentage), (fvii) the calculation of aggregate cash amounts payable to each such Converting Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), and Section 1.3(a)(iii), the total amount of Taxes to be withheld therefrom and the aggregate cash amounts payable to each such Selling Securityholder Converting Holder pursuant to each of Section 1.5(a1.3(a), Section 1.5(b) and Section 1.5(c) ; (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (gviii) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling SecurityholderConverting Holder’s applicable portion Pro Rata Share of the Cash Consideration, Indemnification Holdback Amount; (iix) the calculation of each Converting Holder’s TNW Pro Rata Share of the Seller Stamp Tax Amount Adjustment Holdback Amount; and (jx) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid applicable wire transfer instructions and other information reasonably requested by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Acquirer.

Spreadsheet. The Company shall prepare and deliver to Purchaser, Acquirer (in accordance with Section 6.11, 5.13) a spreadsheet (the “Spreadsheet”) in the form provided by Acquirer prior to the Closing and substance reasonably satisfactory to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (ai) the names of all of the Selling Securityholders Converting Holders and their respective addresses and e-mail addresses (to the extent known)and, where available, taxpayer identification numbers, (bii) the number and type of shares of Company Capital Stock held by, or subject to the Company Options held by, by such Selling Securityholders Converting Holders and, in the case of outstanding certificated shares, the respective certificate numbers, (iii) the vesting status and if the schedule with respect to Unvested Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 Shares and terms of the Code, whether a Section 83(b) election was timely and properly made in Company’s rights to repurchase such Unvested Company Shares (including the per share repurchase price payable with respect thereofthereto), (civ) (i) for each the calculation of Fully-Diluted Company Option that was exercisedCommon Stock, whether it was early exercisedCommon Per Share Cash Consideration, Common Per Share Stock Consideration and the Tax status Acquirer Closing Stock Price, (v) the calculation of aggregate cash amounts and shares of Acquirer Common Stock payable and issuable, respectively, to each such Company Option under Converting Holder pursuant to Section 422 of the Code, the date of such exercise 1.3(a) and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status total amount of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration Taxes to be withheld therefrom (including, listed separatelyif applicable, the Cash Consideration, number of shares of Acquirer Common Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (dto be withheld), (vi) the Contingent Considerationvesting schedule, if any, with respect to the shares of Acquirer Common Stock issuable to each such Converting Holder pursuant to Section 1.3(a), as set forth in the Equity Agreement or Benefits Amendment, as applicable, executed by such Converting Holder and (evii) the calculation of each Selling SecurityholderConverting Holder’s Pro Rata Share of the Cash Escrow Amount and the Expense Fund Amount (expressed as a dollar amount and as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future).

Spreadsheet. The At least seven Business Days prior to the Closing Date, the Company shall prepare and deliver to PurchaserParent a draft Spreadsheet in a form reasonably acceptable to Parent. At least five Business Days prior to the Closing Date, the Company shall deliver to Parent a final spreadsheet in accordance with Section 6.11, a spreadsheet form reasonably acceptable to Parent (the “Spreadsheet”) in form (with the information relating to the Per Share Closing Merger Consideration to be completed by the Company and substance reasonably satisfactory delivered to PurchaserParent one Business Day prior to the Closing Date), which spreadsheet Spreadsheet shall be dated certified as complete and correct by the Chief Executive Officer or the Chief Financial Officer of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), Company as of immediately prior to the Effective Time and which shall include, among other things, as of the Closing: : (a) the names of all of the Selling Securityholders with respect to each Company Stockholder: (i) such Person’s last known address and their respective addresses and e-mail addresses email address (to the extent knownavailable), ; (bii) whether such Person is a Continuing Employee; (iii) the number and type of shares of Company Capital Stock held by, or subject to the Company Options held by, by such Selling Securityholders and, in the case of outstanding shares, Person; (iv) the respective certificate numbers, and if numbers of the Company Capital Stock was ever subjected held by such Person; (v) the date of acquisition of such shares; (vi) the purchase price of such shares; (vii) whether such shares were acquired pursuant to vesting or other conditions constituting a “substantial risk the exercise of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made an incentive stock option (as defined in respect thereof, (c) (i) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and ); (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (dviii) the Total aggregate Per Share Closing Merger Consideration payable to Person; (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (eix) the calculation of each Selling Securityholdersuch Person’s Pro Rata Share (Portion expressed as a percentage), (f) the calculation percentage and dollar amount of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) Escrow Amount; (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (hx) the amount of any indebtedness loans outstanding from the Company to such Person; (xi) the amount, if any, to be withheld from any distribution to such Person; (xii) with respect to shares acquired on or after January 1, 2011, or any other security, in each case that would be deemed a “covered security” under Treasury Regulation Section 1.6045-1(a)(15), the cost basis of such shares; (xiii) the amount, if any, to be withheld from any distribution to such Person; and (xiv) such other information that Parent, its agent or the Escrow Agent may reasonably request; (b) with respect to each holder of a Company Option, Company Warrant or any other similar equity award from the Company (i) such Person’s last known address and email address (to the extent available); (ii) whether such Person is a Continuing Employee; (iii) if available to the Company, the social security number (or tax identification number, as applicable) of such Person; (iv) the number and type of Company owed by Capital Stock underlying each such Selling Securityholder Company Option, Company Warrant or other similar equity award; (v) the grant dates or issue dates of such Company Option, Company Warrant or other similar equity award; (vi) the aggregate Per Share Closing Merger Consideration payable to Person; (vii) such Person’s Pro Rata Portion expressed as a percentage and to be deducted from such Selling Securityholder’s applicable portion dollar amount of the Cash ConsiderationEscrow Amount; (viii) with respect to each Company Option, the vesting arrangement with respect thereto; (ix) with respect to Company Options, whether such Company Options are incentive stock options or non-qualified stock options; (x) the exercise price of such Person’s Company Options, Company Warrants or any other similar equity award from the Company; (xi) the aggregate Per Share Closing Merger Consideration payable to such Person, if any; and (xii) such other information that Parent, its agent or the Escrow Agent may reasonably request; and (c) with respect to each Convertible Note, (i) such Person’s last known address and email address (to the calculation extent available); (ii) if available to the Company, the social security number (or tax identification number, as applicable) of such Person; (iii) the jurisdiction of organization or residency of such Person for Tax purposes; (iv) the classification of such Person for U.S. income Tax; (v) the principal amount of such Convertible Note; (vi) the accrued interest on such Convertible Note as of the Seller Stamp Closing Date (taking into account both stated interest and any amount treated as interest or original issue discount for U.S. federal income Tax Amount purposes); (vii) the amount of any “change of control” or similar payment with respect to such Convertible Note; (viii) whether the Convertible Note was issued as part of an investment unit or otherwise with original issue discount, and the value as of the issue date of the Convertible Note of any warrants or other property comprising a component of any such investment unit; (ix) the amount of any withholding and the basis for any exemption from or reduction in withholding; and (jx) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid such other information that Parent or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses its agent may reasonably anticipated to be incurred in the future)request.

Spreadsheet. The Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, Acquirer a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (ai) the names of all of the Selling Securityholders Converting Holders and their respective addresses and addresses, e-mail addresses (to the extent known)and, where available, taxpayer identification numbers, (bii) the number and type of shares of Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Selling Securityholders Converting Holders and, in the case of outstanding shares, the respective certificate numbers, and if (iii) the number of shares of Company Capital Stock was ever subjected subject to and the exercise price per share in effect for each Company Option and Company Warrant, (iv) 41 the vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 status and schedule with respect to Company Options and Company Warrants and Unvested Company Shares and terms of the Code, whether a Section 83(b) election was timely and properly made in Company’s rights to repurchase such Unvested Company Shares (including the per share repurchase price payable with respect thereofthereto), (c) (iv) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (dvi) the Total Consideration (includingcalculation of Fully-Diluted Company Common Stock, listed separately, the Cash Consideration, Stock Common Per Share Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (evii) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder Converting Holder pursuant to each of Section 1.5(a1.3(a)(i), Section 1.5(b1.3(a)(ii) or Section 1.3(a)(v) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (jviii) a funds flow memorandum setting forth all applicable wire transfer instructions for each holder of Company Debt and Transaction Expenses that are incurred (whether paid or unpaid), including any Transaction Expenses to be paid by but unpaid as of the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Closing.

Spreadsheet. (a) The Company shall prepare and deliver to PurchaserAcquirer, in accordance with Section 6.115.13, a spreadsheet (the “Spreadsheet”) in the form provided by Acquirer prior to the Closing and substance reasonably satisfactory to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (ai) the names of all of the Selling Securityholders Converting Holders and their respective addresses and e-mail addresses (to the extent known)and, where available, taxpayer identification numbers, (bii) the number and type of shares of Company Capital Stock held by, or subject to the Company Options held by, such Selling Securityholders Converting Holders and, in the case of outstanding shares, the respective certificate numbers, and if (iii) the number of shares of Company Capital Stock was ever subjected subject to and the exercise price per share in effect for each Company Option, (iv) the vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 status and schedule with respect to Company Options and Unvested Company Shares and terms of the Code, whether a Section 83(b) election was timely and properly made in Company’s rights to repurchase such Unvested Company Shares (including the per share repurchase price payable with respect thereofthereto), (c) (iv) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (evi) the calculation of each Selling Securityholder’s Pro Rata Fully-Diluted Company Common Stock, Common Per Share (expressed as a percentage)Cash Consideration, Common Per Share Stock Consideration and the Acquirer Stock Price, (fvii) the calculation of aggregate cash amounts and shares of Acquirer Common Stock payable and issuable, respectively, to each such Converting Holder pursuant to Section 1.3(a)(i)(A), the calculation of aggregate cash amounts payable to such Converting Holder pursuant to Section 1.3(a)(ii)(A) and the total amount of Taxes proposed to be withheld therefrom (including, if applicable, the number of shares of Acquirer Common Stock to be withheld), (viii) the calculation of aggregate cash amounts and shares of Acquirer Common Stock payable and issuable, respectively, to each such Converting Holder pursuant to Section 1.3(a)(i)(B) and 1.3(a)(ii)(B), assuming all applicable conditions to such payments and issuances have been satisfied or waived, and the total amount of Taxes proposed to be withheld therefrom, (ix) the vesting schedule with respect to the shares of Acquirer Common Stock issuable to each such Converting Holder pursuant to Section 1.3(a), as set forth in the Vesting Agreement executed by such Converting Holder, (x) the vesting schedule with respect to the aggregate cash amounts payable to each such Selling Securityholder Converting Holder pursuant to each of Section 1.5(a)1.3, Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid as set forth in all cash pursuant to the terms of Section 1.5(c))Vesting Agreement executed by such Converting Holder, (gxi) the calculation of each Converting Holder’s Pro Rata Share, (xii) the calculation of each Converting Holder’s Pro Rata Share of the Escrow Amount (including cash and stock allocations thereof) and of the Stockholders’ Agent Expense Amount and (xiii) the aggregate amount of cash and the aggregate number of shares of Purchase Series B Acquirer Common Stock issuable to each such Selling Securityholder be deposited in the Escrow Fund pursuant to each of Section 1.5(a)8.1. (b) Following the Closing, (h) Acquirer shall update the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, Spreadsheet (i) pursuant to Section 8.7(d) and (ii) for any change to (A) the calculation of each Converting Holder’s cash and/or stock allocation in the Seller Stamp Tax Amount Escrow Fund and/or (B) the aggregate amount of cash (including interest thereon) and the aggregate number of shares of Acquirer Common Stock in the Escrow Fund (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid the Spreadsheet, as it may be so updated from time to time, the “Updated Spreadsheet”). Any updates to the Spreadsheet or unpaid), including any Transaction Expenses the Updated Spreadsheet shall be subject to be paid reasonable review and confirmation by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Stockholders’ Agent.

Spreadsheet. The Company shall prepare and deliver to PurchaserAcquirer, in accordance with Section 6.115.14, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (ai) the names of all of the Selling Securityholders Converting Holders and their respective addresses and e-mail addresses (to the extent known)and, where available, taxpayer identification numbers, (bii) the number and type of shares of Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Selling Securityholders Converting Holders and, in the case of outstanding shares, where applicable, the respective certificate numbers, and if (iii) the number of shares of Company Capital Stock was ever subjected subject to and the exercise price per share in effect for each Company Option and Company Warrant, (iv) the vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 status and schedule with respect to Company Options and Company Warrants and Unvested Company Shares and terms of the Code, whether a Section 83(b) election was timely and properly made in Company’s rights to repurchase such Unvested Company Shares (including the per share repurchase price payable with respect thereofthereto), (c) (iv) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (dvi) the Total Consideration calculation of Fully-Diluted Company Capital Stock, (vii) the calculation of aggregate cash amounts and shares of Acquirer Common Stock payable and issuable, respectively, to each such Converting Holder pursuant to Section 1.3(a) and the total amount of Taxes to be withheld therefrom (including, listed separatelyif applicable, the Cash Consideration, number of shares of Acquirer Common Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (dto be withheld), the Contingent Consideration, (eviii) the calculation of each Selling SecurityholderConverting Holder’s Escrow Pro Rata Share (expressed as a percentage)of the Escrow Amount and Extended Escrow Amount, (fix) the MRP Participant Cash Amount and MRP Participant Stock Amount for each MRP Participant, (x) the calculation of each MRP Participant’s Escrow Pro Rata Share of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) Escrow Amount and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c))Extended Escrow Amount, (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (hxi) the amount of any indebtedness to Accruing Dividends on the Company owed by such Selling Securityholder Preferred Stock between the Agreement Date and to be deducted from such Selling Securityholder’s applicable portion of the Cash ConsiderationClosing Date, (i) the calculation of the Seller Stamp Tax Amount and (jxii) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid applicable wire transfer instructions and other information reasonably requested by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Acquirer.

Spreadsheet. The Company shall prepare and deliver to PurchaserAcquirer, in accordance with Section 6.115.12, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: : (a) the names of all of the Selling Company Securityholders and their respective addresses and e-mail addresses (to the extent known), addresses; (b) the number and type of shares of Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Selling Company Securityholders and, in the case of outstanding shares, the respective certificate or book-entry numbers, and if ; (c) the number of shares of Company Capital Stock was ever subjected subject to vesting or other conditions constituting a “substantial risk of forfeiture” within and the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made exercise price per share in respect thereof, (c) (i) effect for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, Warrant; (d) the Total Consideration (including, listed separately, the Cash Consideration, number of shares of Company Capital Stock Consideration subject to In-the-Money Options and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, In-the-Money Warrants; (e) the calculation of Fully Diluted Company Common Stock, the Per Share Consideration, the Per Share Total Value, the Per Share Cash Percentage, the Per Share Stock Percentage, for each Selling SecurityholderCompany Option, the Option Consideration for such Company Option, and for each Company Warrant, the Warrant Consideration for such Company Warrant; (f) the calculation of the aggregate amount of cash and Acquirer Common Stock (before withholding Taxes, if any) payable or issuable to each such Company Securityholder pursuant to Section 1.3(a) and, with respect to any payments that would constitute compensation, whether any payroll or employment Taxes are required to be withheld from such payment; (g) each Company Stockholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), ; (h) the amount following information with respect to each of any indebtedness the shares of Company Capital Stock described in clause (b) of this Section 5.8 that is a “covered security” within the meaning of Treasury Regulation Section 1.6045-1(a)(15), for federal tax purposes and to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion knowledge of the Cash ConsiderationCompany, (i) the calculation date such shares of Company Capital Stock were originally purchased (or the holding period otherwise started) and (ii) the Company Stockholder’s adjusted tax basis in such shares of Company Capital Stock; (i) if a Company Securityholder is a borrower under a promissory note with the Company or any Subsidiary or is otherwise indebted to the Company for any monetary amount, the amount owed by such Company Securityholder (including all accrued interest thereon) as of the Seller Stamp Tax Amount and Effective Time which shall be deducted from the amount of cash payable in connection with the Closing to such Company Securityholder; and (j) a funds flow memorandum setting forth all applicable wire transfer instructions for each holder of Company Debt and each Person to whom Company Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at are payable as of the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred as set forth in the future)Statement of Expenses.

Spreadsheet. The (a) Attached hereto as Exhibit F is a spreadsheet (the “Trial Run Spreadsheet”) setting forth good faith estimates of the following, in each case determined on a pro forma basis as if the Closing occurred on the date of this Agreement: (i) the calculation of Initial Merger Consideration (including calculations of the individual components thereof), (ii) the Additional Consideration, (iii) the calculation of Company Fully Diluted Common Stock, (iv) the methodology for the calculation of the Requisite Securityholders, (v) for each Company Securityholder, such Company Securityholder’s (A) applicable portion of the Initial Merger Consideration (including the allocation of the form of consideration payable), (B) Expense Pro Rata Share, (C) Escrow Pro Rata Share, (D) Excess Indemnity Pro Rata Share, (E) name and address, (F) Company Capital Stock held by, or subject to the Company Options or the Company Warrant held by, such Persons and, in the case of outstanding shares, the respective certificate numbers, and (G) the vesting status and schedule with respect to Company Options and Company Capital Stock and the Tax status of each such Company Option under Section 422 of the Code, (vi) whether any payroll Tax withholding applies to the Aggregate Merger Consideration payable to such Company Securityholder, (vii) with respect to each Company Lender, the amount of Company Debt held by such Company Lender, and (viii) such other calculations and information as specifically contemplated elsewhere in this Agreement to be set forth in the Trial Run Spreadsheet. (b) Company shall prepare and deliver to PurchaserAcquiror, in accordance with Section 6.11not less than one (1) calendar day prior to Closing, a spreadsheet Spreadsheet in form reasonably acceptable to Acquiror and in the form of the Trial Run Spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Purchaser), which spreadsheet Spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information required to be included in the Trial Run Spreadsheet (in addition to the other required data and information specified therein), as of immediately prior to the Closing: Effective Time. For the avoidance of doubt, the Spreadsheet will include, in addition to the other details and calculations set forth above, (a) the names a complete and correct list of all of the Selling Securityholders and their respective addresses and e-mail addresses (to the extent known)each Company Lender, (b) the number and type estimated amount of shares all Company Debt owed to each Company Lender as of Company Capital Stock held by, or subject immediately prior to the Company Options held byEffective Time, such Selling Securityholders andspecifying the principal, in the case of outstanding sharespenalties, the respective certificate numbers, interest and if the Company Capital Stock was ever subjected premiums necessary to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely satisfy and properly made discharge all obligations in respect thereofthereof on the Closing Date, (c) the estimated aggregate Company Debt as of immediately prior to the Effective Time (i) for each the “Estimated Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise priceDebt”), (d) an itemized list of each Transaction Expense, including the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration names and Aggregate Exercise Price, and excluding, for purposes addresses of this clause (d), the Contingent Considerationeach Person to whom such expense was or is owed, (e) the calculation estimated aggregate Transaction Expenses as of each Selling Securityholder’s Pro Rata Share immediately prior to the Effective Time (expressed as a percentagethe “Estimated Transaction Expenses”), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c))Estimated Working Capital, (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a)Estimated Cash Balance, (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash ConsiderationEstimated Net Working Capital Shortfall, (i) the calculation of the Seller Stamp Tax Amount Estimated Cash Shortfall, and (j) a funds flow memorandum setting forth all wire instructions for each recipient of payment of Estimated Transaction Expenses incurred or Estimated Company Debt. Prior to the Closing, Company shall provide Acquiror with a duly and validly executed Form W-9 (whether paid or unpaid)appropriate Form W-8, including any in the case of non-U.S. Persons) from each recipient of payment of Estimated Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)or Estimated Company Debt.

Spreadsheet. The (i) Not less than five Business Days prior to the Closing, the Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, a payment spreadsheet (the “Spreadsheet”) in a form acceptable to Parent, certified as complete and substance reasonably satisfactory to Purchaser, which spreadsheet shall be dated as accurate by the Chief Executive Officer of the Closing Date and shall set Company, setting forth all of the following information information: (in addition 1) with respect to each Shareholder: (A) the other required data and information specified therein), name of each Shareholder as of immediately prior to the Closing: Effective Time; (aB) the names number of shares of Company Common Stock to be held by such Shareholder as of immediately prior to the Effective Time; (C) the certificate number(s) applicable to such shares of Company Common Stock held by such Shareholder; (D) the date of acquisition of such shares of Company Common Stock; (E) the Closing Cash Consideration Per Share payable and the number of shares of Parent Common Stock deliverable to such Shareholder in accordance with the terms of this Agreement and in the manner provided herein in respect of all of the Selling Securityholders and their respective addresses and e-mail addresses (shares of Company Common Stock to be held by such Shareholder as of immediately prior to the extent known), Effective Time; (bF) the amount of the Escrow Fund applicable to such Shareholder; (G) the amount of the Shareholder Representative Fund applicable to such Shareholder; (H) the address of such Shareholder where all amounts payable to such Shareholder pursuant to this Agreement shall be mailed; and (I) such Shareholder’s Pro Rata Portion; and (2) with respect to each holder of Company Options: (A) the name of each holder of Company Options as of immediately prior to the Effective Time; (B) the number and type of shares of Company Capital Stock held by, or subject to the Company Options held byby each holder of Company Options (on a Company Option by Option basis according to grant date) as of immediately prior to the Effective Time; (C) the grant date, such Selling Securityholders and, in number of shares vested as of immediately prior to the case Effective Time (after giving effect to any acceleration of outstanding shares, the respective certificate numbers, and if vesting of the Company Capital Stock was ever subjected Options) and exercise price applicable to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereof, (c) (i) for each Company Option that was exercised, held by holders of Company Options as of immediately prior to the Effective Time; (D) whether it was early exercised, and the Tax status of each such Company Option under Section 422 of is an incentive stock option or non-qualified stock option; (E) the Code, the date of such exercise Cash-Out Amount payable per Company Option and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Parent Common Stock issuable deliverable to each such Selling Securityholder pursuant holder in accordance with the terms of this Agreement in respect of all Company Options to each be held by such holder as of Section 1.5(a), immediately prior to the Effective Time; (hF) the amount of the Escrow Fund applicable to such holder; (G) the amount of the Shareholder Representative Fund applicable to such holder; (H) whether such holder holds Company Options to be exercised, together with the address of such holder of Company Options where all amounts payable to such holder pursuant to this Agreement shall be mailed; and (I) such Optionholder’s Pro Rata Portion. (ii) In the event that any indebtedness information set forth in the Spreadsheet becomes inaccurate at any time prior to the Effective Time, the Company owed by shall deliver a revised Spreadsheet, together with a new certification consistent with Section 1.8(a)(i) to Parent, whereupon such Selling Securityholder and revised Spreadsheet shall be deemed to be deducted from such Selling Securityholder’s applicable portion the “Spreadsheet” for all purposes of and under this Agreement. (iii) The Company acknowledges and agrees that the Cash Consideration, (i) Escrow Agent and Parent and their respective agents shall be entitled to rely on the calculation Spreadsheet for purposes of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including making any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)hereunder.

Spreadsheet. The Prior to the Closing Date, the Company shall prepare and deliver to PurchaserParent, in accordance with Section 6.11, the Stockholder Representative and the Paying Agent a spreadsheet (the “Spreadsheet”) in a form reasonably acceptable to the Paying Agent and substance reasonably satisfactory Parent, provided, however, that at any time prior to Purchaserthe Closing Date, the Company may deliver to Parent, the Stockholder Representative and the Paying Agent a revised or updated Spreadsheet to reflect new facts and circumstances occurring after the delivery of a previous Spreadsheet (in which event such revised or updated spreadsheet shall be deemed to be the Spreadsheet for all purposes of and under this Agreement), which spreadsheet shall be dated certified as complete, correct and in accordance with the Charter Documents by the Chief Financial Officer of the Company (such certification, the “Spreadsheet Certificate”) as of the Closing Date and which shall set forth all of the following information (in addition to the include, among other required data and information specified therein)things, as of immediately prior to the Closing: with respect to each Company Stockholder and Company Optionholder (ai) the names such Person’s address where all amounts payable to such Company Stockholder or holder of all of the Selling Securityholders and their respective addresses and e-mail addresses (Company Options pursuant to this Agreement shall be mailed and, if available to the extent knownCompany, social security number (or tax identification number, as applicable), (bii) the number and type of shares of Company Capital Stock held byby such Person, or subject to the Company Options held by, such Selling Securityholders and, in the case of outstanding shares, (iii) the respective certificate numbersnumber(s) representing such shares, and if (iv) the respective date(s) of acquisition of such shares, (v) the Closing Per Share Amount applicable to such Person, (vi) the portion of the Closing Cash Payment to be paid to such Person at the Closing in respect of such shares of Company Capital Stock was ever subjected or Company Options pursuant to vesting ARTICLE I, (vii) the estimated portion of the Special Payment to be paid to such Person at the time indicated in Section 5.18 in respect of such shares of Company Capital Stock or other conditions constituting a “substantial risk Company Options, (viii) the portion of forfeiture” within the meaning amount otherwise payable to such Company Stockholder and/or Company Optionholder that is required to withheld by the Company under applicable Tax withholding laws, (ix) such Company Stockholder or Company Optionholder’s Pro Rata Portion of the maximum Earn-Out Amount; (x) the identification of any shares that were eligible for an election under Section 83 83(b) of the Code, including the date of issuance of such shares, and whether a such election under Section 83(b) election of the Code was timely made and properly made in respect thereof, (cxi) (i) such other information relevant thereto or that Parent or the Paying Agent may reasonably request. The Spreadsheet shall also set forth the Company’s Indebtedness for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 borrowed money as of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Date.

Spreadsheet. The Prior to the Closing, the Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, Acquirer a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (ai) the names of all of the Selling Company Securityholders and their respective addresses and addresses, e-mail addresses and, where available, taxpayer identification numbers; (to the extent known), (bii) the number and type of shares of Company Capital Stock Shares held by, or subject to the Company Options held by, such Selling Company Securityholders and, in the case of outstanding shares, the respective certificate numbers, ; (iii) the number of Company Shares subject to and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made exercise price per share in respect thereof, (c) (i) effect for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and Option; (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (div) the Total Consideration vesting status and schedule with respect to Company Options; (including, listed separately, v) the Cash Consideration, Stock Consideration and calculation of Aggregate Exercise Price, Adjusted Consideration and excluding, for purposes of this clause Per Share Consideration; (d), the Contingent Consideration, (evi) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Company Securityholder pursuant to each of Section 1.5(a), Section 1.5(b1.1(d) and Section 1.5(cthe total amount of Taxes to be withheld therefrom; (vii) (with respect in the case of each Founder, the portion of cash amounts otherwise payable to such Founder pursuant to Section 1.5(c), assuming paid in all cash 1.1(d)(i) to be withheld pursuant to the terms of Section 1.5(c)), his Founder Vesting Agreement; (gviii) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling SecurityholderIndemnifying Holder’s applicable portion Pro Rata Share of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Escrow Amount and Expense Fund Amount; and (jix) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid other information reasonably requested by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Acquirer.

Spreadsheet. The Company shall prepare and deliver to PurchaserAcquirer a spreadsheet, in accordance with Section 6.115.13, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (ai) the names of all of the Selling Company Securityholders and their respective addresses and addresses, e-mail addresses (to the extent known)and, where available, taxpayer identification numbers, (bii) the number and type of shares of Company Capital Stock held by, or subject to the Company Options Options, Company RSUs or Company Warrants held by, such Selling Company Securityholders and, in the case of outstanding shares, the respective certificate numbers, in each case before and if after giving effect to the Conversion Election, (iii) the number of shares of Company Capital Stock was ever subjected subject to and the exercise price per share in effect for each Company Option and Company Warrant, (iv) the vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 status and schedule with respect to Company Options, Company RSUs and Company Warrants and Unvested Company Shares and terms of the Code, whether a Section 83(b) election was timely and properly made Company’s rights to repurchase such Unvested Company Shares (including the Unvested Proceeds payable in respect thereofof such Unvested Company Shares and the per share repurchase price payable with respect thereto and the Unvested Warrant Proceeds payable in respect of Unvested Company Warrants), (c) (iv) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (dvi) the Total Consideration (includingcalculation of the Fully-Diluted Common Stock, listed separately, the Common Per Share Cash Consideration, Stock Consideration and Cash-Out Per Share Consideration, Aggregate Exercise Price, Common Per Share Stock Consideration, the Cash-Out Amount, the amount to be paid for fractional shares pursuant to Section 1.3(h) and excludingthe Acquirer Stock Price, for purposes (vii) the calculation of this clause (daggregate cash amounts and shares of Acquirer Common Stock payable and issuable, respectively, to each such Converting Holder and Company Warrantholder pursuant to Sections 1.3(a)(i) and 1.3(a)(iii), the Contingent Considerationrespectively, and whether Taxes will be required to be withheld therefrom, (eviii) for each Company Optionholder, the number of shares of Acquirer Common Stock subject to (and the exercise price per share in effect for) the Company Options, pursuant to Section 1.3(a)(ii), (ix) for each holder of Company RSUs, the number of shares of Acquirer Common Stock subject to the Company RSU, pursuant to Section 1.3(a)(ii), (x) the vesting schedule with respect to the shares of Acquirer Common Stock issuable to each Named Employee as set forth in the Vesting Agreement executed by such Named Employee, (xi) the calculation of each Selling SecurityholderConverting Holder’s Pro Rata Share of the Escrow Amount (expressed as a percentageincluding cash and stock allocations thereof), (fxii) for each Unvested Company Share, confirmation that a proper and timely Section 83(b) election has been filed with the appropriate taxing authorities, (xiii) the calculation full list of designations and the aggregate cash amounts payable to each Tax reporting information described in Section 1.3(a)(i)(D) together with the final calculations underlying such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount information and (jxiv) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid applicable wire transfer instructions and other information reasonably requested by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Acquirer.

Spreadsheet. The Company shall prepare and deliver to PurchaserParent, in accordance with Section 6.11not less than two (2) Business Days prior to the Closing Date, a spreadsheet (the “Spreadsheet”) in a form and substance reasonably satisfactory acceptable to PurchaserParent, which spreadsheet shall be dated certified as complete and correct by the Chief Executive Officer of the Company (such certification, the “Spreadsheet Certificate”) as of the Closing Date and which shall set forth all of the following information (in addition to the include, among other required data and information specified therein)things, as of immediately prior to the Closing: : (a) the names of all of the Selling Securityholders and their respective addresses and e-mail addresses with respect to each Company Stockholder, (i) such Person’s address and, if available to the extent knownCompany, email address and social security number (or tax identification number, as applicable), (bii) the number and type of shares of Company Capital Stock held byby such Person, or subject to the Company Options held by, such Selling Securityholders and, in the case of outstanding shares, (iii) the respective certificate numbersnumber(s) representing such shares (with data for each such certificate on a separate row of the Spreadsheet), (iv) the respective date(s) of acquisition of such shares and, with respect to shares acquired on or after January 1, 2011, the cost basis of such shares, (v) the Pro Rata Portion applicable to such Person, (vi) the aggregate amount of cash to be paid and if shares of Parent Common Stock to be issued to such Person at the Closing in respect of such shares, (vii) the amount of shares of Parent Common Stock deposited with the Escrow Agent in respect of the Escrow Amount with respect to such Person with respect to such Person’s shares of Company Capital Stock was ever subjected Stock, (viii) any amounts required to vesting or other conditions constituting a “substantial risk be withheld, (ix) the identification of forfeiture” within the meaning of any shares that were eligible for an election under Section 83 83(b) of the Code, including the date of issuance of such shares, and whether a such election under Section 83(b) election of the Code was timely and properly made in respect thereofmade, (cx) as applicable, with respect to each holder of shares of Company Capital Stock issued on or after January 1, 2011 or any other security that would be deemed a “covered security” under Treasury Regulation § 1.6045-1(a)(15), the cost basis and date of issuance of such shares or securities, together with any supporting schedules and documentation showing the number and type of securities held immediately prior to the Effective Time by each such holder, together with calculations of the amount then payable to such holder and (xi) such other information relevant thereto or that Parent or the Paying Agent may reasonably request; and (b) with respect to each holder of a Company Option, (i) for each Company Option that was exercisedsuch Person’s name, whether it was early exercisedaddress and, if available to the Company, email address and the Tax status of each such Company Option under Section 422 of the Codesocial security number (or tax identification number, the date of such exercise and the applicable exercise price and as applicable), (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Company Capital Stock issuable to underlying each Company Option held by such Selling Securityholder pursuant to each of Section 1.5(a)Person, (hiii) the respective grant date(s) of such Company Options, (iv) the respective exercise price(s) per share of such Company Options, (v) the respective vesting arrangement(s) with respect to such Company Options, (vi) whether such Company Options are incentive stock options or non-qualified stock options, (vii) the amount of any indebtedness to Parent Common Stock deposited with the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion Escrow Agent in respect of the Cash ConsiderationEscrow Amount with respect to such Person’s Company Options, (iviii) the calculation of the Seller Stamp Tax Amount Pro Rata Portion applicable to such Person and (jix) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid such other information relevant thereto or unpaid), including any Transaction Expenses to be paid by that Parent or the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses Paying Agent may reasonably anticipated to be incurred in the future)request.