Common use of Spreadsheet Clause in Contracts

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.13, an excel workbook (the “Spreadsheet”) in form and substance reasonably satisfactory to Acquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to other information reasonably requested by Acquirer or otherwise requested therein), as of immediately prior to the Closing: (a) the names of all of Company Securityholders and their respective addresses, e-mail 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 Company Securityholder and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of Company Capital Stock subject to and the exercise price per share in effect (if any) for each Company Option and Company Warrant; (d) the vesting status and schedule with respect to Company Options, 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); (e) for each Company Option that was early exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price; (f) the calculation of Fully-Diluted Company Stock, Per Share Cash Consideration and the Acquirer Stock Price; (g) the calculation of aggregate cash amounts payable to each such Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv) and in each case whether or not Taxes are required to be withheld therefrom; (h) the vesting schedule with respect to the aggregate cash amounts payable to each Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv), as set forth in the Equity Agreement and/or the Option Consent, as applicable, executed by such Indemnifying Holder; (i) the calculation of each Indemnifying Holder’s Pro Rata Share of the Indemnity Escrow Amount and the Expense Fund Amount; (j) the number of Company Options held by each Company Optionholder immediately prior to the Effective Time (including a breakdown of the number of Cash-Out Options held by such Company Optionholder), the Exchange Ratio used to calculate the number of Acquirer Common Stock shares issuable to such Company Optionholder in respect of his or her Company Options under Section 1.3(a)(iii)(B) and in each case applicable backup therefor and a calculation of the number of shares of Acquirer Common Stock into which each such Company Option will be convertible after assumption by Acquirer pursuant to the terms and conditions set forth in Section 1.3(a)(iii)(B) and the applicable exercise price for such Company Option after such assumption by Acquirer; and (k) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer.

Spreadsheet. The At or prior to the Closing, the Company shall prepare and deliver to Acquirer, in accordance with Section 5.13, an excel workbook Acquirer a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Acquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to other information reasonably requested by Acquirer or otherwise requested therein)information, as of immediately prior to the Closing: (a) with respect to each Shareholder: (i) the names name, address and email address of 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 Closing of the Per Shareholder Consideration and 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 the portion of Company Securityholders 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 Indemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and their respective addressesthe Transaction Expenses; and (v) whether such holder, e-mail addresseswith 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 or Company Warrants held byamount to be economically contributed to the Indemnity Holdback Amount the Purchase Price Adjustment Amount and the Expense Fund; (v) the Company’s good faith estimate of the consideration 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, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the consideration that such Company Securityholder and, in the case of outstanding shares, the respective certificate numbersholder is entitled to receive pursuant to Section 1.1(c)(i); (c) with respect to each VSOP Holder: (i) the name, address and email address of record; (ii) the number of shares VSOPs held by each VSOP Holder; (iii) a good faith estimate as of Company Capital Stock subject the Closing of the VSOP Payments to each VSOP Holder; (iv) the amount to be economically contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, and the exercise price per share Expense Fund; and (v) the Company’s good faith estimate as of the Closing of the amount of any Taxes, as applicable, that are required to be withheld in effect (if anyaccordance with Section 1.3(d) for each Company Option and Company Warrantfrom the payment that such VSOP Holder is entitled to receive pursuant to Section 1.3(d); (d) the vesting status and schedule with respect to Company Options, Company Warrants and Unvested Company Shares and terms calculations of the Company’s rights to repurchase such Unvested Company Shares good faith estimate as of the Closing of the Cash Consideration (including the per share repurchase price payable with respect thereto“Estimated Cash Consideration”); (e) for each Company Option that was early exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price; (f) the calculation of Fully-Diluted Company Stock, Per Share Cash Consideration and the Acquirer Stock Price; (g) the calculation of aggregate cash amounts payable to each such Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv) and in each case whether or not Taxes are required to be withheld therefrom; (h) the vesting schedule with respect to the aggregate cash amounts payable to each Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv), as set forth in the Equity Agreement and/or the Option Consent, as applicable, executed by such Indemnifying Holder; (i) the calculation of each Indemnifying HolderParty’s Pro Rata Share of the Indemnity Escrow Amount for General Claims and the Expense Fund Amount; (j) the number of Company Options held by each Company Optionholder immediately prior to the Effective Time (including a breakdown of the number of Cash-Out Options held by such Company Optionholder), the Exchange Ratio used to calculate the number of Acquirer Common Stock shares issuable to such Company Optionholder in respect of his or her Company Options under Section 1.3(a)(iii)(B) and in each case applicable backup therefor and a calculation of the number of shares of Acquirer Common Stock into which each such Company Option will be convertible after assumption by Acquirer pursuant to the terms and conditions set forth in Section 1.3(a)(iii)(B) and the applicable exercise price for such Company Option after such assumption by AcquirerFundamental Claims; and (kf) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer. The parties hereto agree that Acquirer and Holdco shall be entitled to rely (without investigation) on the Spreadsheet and shall not be responsible or liable to any Person for the calculations in the Spreadsheet or for the accuracy of any payments to the extent made in accordance with the Spreadsheet.

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.13at least two Business Days prior to the Closing, an excel workbook a spreadsheet (the “Spreadsheet”) ), in form and substance draft form, reasonably satisfactory acceptable to Acquirer, 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 reasonably requested by Acquirer or otherwise requested specified therein), as of the Closing Date and immediately prior to the Closing: Effective Time: (a) the names of all of the Company Securityholders Convertible Noteholders, the Company Stockholders and Company Optionholders and their respective addressesaddresses and where available, e-mail addresses; 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 or Company Warrants held by, such Company Securityholder Persons and, in the case of outstanding shares, the respective certificate numbers; ; (c) the number of shares of Company Capital Stock subject to and the exercise price per share in effect (if any) for each Company Option and Company Warrant; Option; (d) the vesting status and schedule with respect to Company Options, Options and unvested Company Warrants and Unvested Company Shares Capital Stock and terms of the Company’s rights to repurchase such Unvested unvested Company Shares Capital Stock (including the per share repurchase price payable with respect theretoper share under each share of unvested Company Capital Stock); ; (e) for each Company Option that was early exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price; ; (f) the calculation of the Fully-Diluted Company Common Stock, Employee Closing Payment Per Share Cash Consideration Share, Non-Employee Closing Payment Per Share, Merger Consideration, and Option Payment per In the Acquirer Stock Price; Money Option; and (g) the calculation total amount of aggregate cash amounts payable to each such Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv) and in each case whether or not Taxes are required to be withheld therefrom; (h) from the vesting schedule with respect to the aggregate cash amounts payable to each Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv), as set forth in the Equity Agreement and/or the Option Consent, as applicable, executed by such Indemnifying Holder; (i) the calculation of each Indemnifying Holder’s Pro Rata Share of the Indemnity Escrow Amount and the Expense Fund Amount; (j) the number of Company Options held by Merger Consideration that each Company Optionholder Securityholder immediately prior to the Effective Time (including a breakdown of the number of Cash-Out Options held by such Company Optionholder), the Exchange Ratio used is entitled to calculate the number of Acquirer Common Stock shares issuable to such Company Optionholder in respect of his or her Company Options under Section 1.3(a)(iii)(B) and in each case applicable backup therefor and a calculation of the number of shares of Acquirer Common Stock into which each such Company Option will be convertible after assumption by Acquirer receive pursuant to the terms and conditions set forth in Section 1.3(a)(iii)(B) and the applicable exercise price for such Company Option after such assumption by Acquirer; and (k) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer1.8.

Spreadsheet. The Company shall prepare and deliver to AcquirerPurchaser, in accordance with Section 5.136.11, an excel workbook a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to AcquirerPurchaser, 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 reasonably requested by Acquirer or otherwise requested specified therein), as of immediately prior to the Closing: : (a) the names of all of Company the Selling Securityholders and their respective addresses, addresses and e-mail addresses; addresses (to the extent known), (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 Company Securityholder 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) the number of shares of Company Capital Stock subject to and the exercise price per share in effect (if any) for each Company Option and Company Warrant; (d) the vesting status and schedule with respect to Company Options, 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); (ei) 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 Stock, Per Share Cash Consideration and the Acquirer Stock Price; (g) the calculation of aggregate cash amounts payable to each such Indemnifying Holder Selling Securityholder pursuant to each of Section 1.3(a)(i1.5(a), Section 1.3(a)(ii), Section 1.3(a)(iii)(A1.5(b) and Section 1.3(a)(iv1.5(c) and (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 case whether or not Taxes are required such Selling Securityholder pursuant to be withheld therefrom; each of Section 1.5(a), (h) the vesting schedule with respect amount of any indebtedness to the aggregate cash amounts payable to each Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv), as set forth in the Equity Agreement and/or the Option Consent, as applicable, executed Company owed by such Indemnifying Holder; Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of each Indemnifying Holder’s Pro Rata Share of the Indemnity Escrow Seller Stamp Tax Amount and the Expense Fund Amount; (j) the number of Company Options held by each Company Optionholder immediately prior to the Effective Time (including a breakdown of the number of Cash-Out Options held by such Company Optionholder), the Exchange Ratio used to calculate the number of Acquirer Common Stock shares issuable to such Company Optionholder in respect of his or her Company Options under Section 1.3(a)(iii)(B) and in each case applicable backup therefor and a calculation of the number of shares of Acquirer Common Stock into which each such Company Option will be convertible after assumption by Acquirer pursuant to the terms and conditions set forth in Section 1.3(a)(iii)(B) and the applicable exercise price for such Company Option after such assumption by Acquirer; and (k) a funds flow memorandum setting forth applicable wire transfer instructions all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other information payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably requested by Acquireranticipated to be incurred in the future).

Spreadsheet. The Company shall prepare and deliver to Acquirer, Acquirer (in accordance with Section 5.13, an excel workbook ) a spreadsheet (the “Spreadsheet”) in the form provided by Acquirer prior to the Closing and substance reasonably satisfactory to Acquirer, 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 reasonably requested by Acquirer or otherwise requested specified therein), as of immediately prior to the Closing: : (ai) the names of all of Company Securityholders the Converting Holders and their respective addressesaddresses and, e-mail addresses; 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, by such Company Securityholder Converting Holders and, in the case of outstanding certificated shares, the respective certificate numbers; , (c) the number of shares of Company Capital Stock subject to and the exercise price per share in effect (if any) for each Company Option and Company Warrant; (diii) the vesting status and schedule with respect to Company Options, 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); , (e) for each Company Option that was early exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price; (fiv) the calculation of Fully-Diluted Company Common Stock, Common Per Share Cash Consideration, Common Per Share Stock Consideration and the Acquirer Closing Stock Price; , (gv) the calculation of aggregate cash amounts and shares of Acquirer Common Stock payable and issuable, respectively, to each such Indemnifying Converting Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A1.3(a) and Section 1.3(a)(iv) and in each case whether or not the total amount of Taxes are required to be withheld therefrom; therefrom (hincluding, if applicable, the number of shares of Acquirer Common Stock to be withheld), (vi) the vesting schedule schedule, if any, with respect to the aggregate cash amounts payable shares of Acquirer Common Stock issuable to each Indemnifying such Converting Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv1.3(a), as set forth in the Equity Agreement and/or the Option Consentor Benefits Amendment, as applicable, executed by such Indemnifying Holder; Converting Holder and (ivii) the calculation of each Indemnifying Converting Holder’s Pro Rata Share of the Indemnity Cash Escrow Amount and the Expense Fund Amount; Amount (j) the number of Company Options held by each Company Optionholder immediately prior to the Effective Time (including expressed as a breakdown of the number of Cash-Out Options held by such Company Optionholderdollar amount and as a percentage), the Exchange Ratio used to calculate the number of Acquirer Common Stock shares issuable to such Company Optionholder in respect of his or her Company Options under Section 1.3(a)(iii)(B) and in each case applicable backup therefor and a calculation of the number of shares of Acquirer Common Stock into which each such Company Option will be convertible after assumption by Acquirer pursuant to the terms and conditions set forth in Section 1.3(a)(iii)(B) and the applicable exercise price for such Company Option after such assumption by Acquirer; and (k) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer.

Spreadsheet. The Company Jiff shall prepare and deliver to AcquirerCastlight, in accordance with Section 5.136.12, an excel workbook a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to AcquirerCastlight, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to other information reasonably requested by Acquirer or otherwise requested therein)information, as of immediately prior to the Closing: : (ai) the names of all of Company Securityholders the Converting Holders and their respective addresses, addresses and e-mail addresses; , (bii) the number and type of shares of Company Jiff Capital Stock held by, or subject to the Company Jiff Options or Company Warrants held by, such Company Securityholder Converting Holders and, in the case of outstanding shares, the respective certificate numbers; , (ciii) the number of shares of Company Jiff Capital Stock subject to and the exercise price per share in effect (if any) for each Company Option and Company Warrant; Jiff Option, (div) the vesting status and schedule with respect to Company Options, Company Warrants Jiff Options and Unvested Company Jiff Shares and terms of the CompanyJiff’s rights to repurchase such Unvested Company Jiff Shares (including the per share repurchase price payable with respect thereto); , (ev) for each Company Jiff Option that was early exercised, the Tax status of each such Company Jiff Option under Section 422 of the Code, the date of such exercise and the applicable exercise price; , and for each share of Jiff Capital Stock whether (fA) it was subject to a timely filed Section 83(b) election to the extent it was subject to a substantial risk of forfeiture upon issuance, (B) it was the result of an early exercise of an incentive stock option and (C) whether a new Section 83(b) election will be timely and properly made in respect of Castlight Class B Common Stock in respect thereof consistent with Revenue Ruling 2007-49, (vi) the calculation of the Fully-Diluted Company Stock, Jiff Common Stock and Common Per Share Cash Consideration and the Acquirer Stock Price; Consideration, (gvii) the calculation of aggregate cash amounts payable shares of Castlight Class B Common Stock issuable to each such Indemnifying Converting Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv1.3(a)(iii) and in each case whether or not Taxes are required to be withheld therefrom; (h) the vesting schedule with respect to the aggregate cash amounts payable to each Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv), as set forth in the Equity Agreement and/or the Option Consent, as applicable, executed by such Indemnifying Holder; (ivii) the calculation of each Indemnifying Converting Holder’s Pro Rata Share of each of the Indemnity Escrow Amount and the Expense Fund Amount; (j) the number of Company Options held by each Company Optionholder immediately prior to the Effective Time (including a breakdown of the number of Cash-Out Options held by such Company Optionholder), the Exchange Ratio used to calculate the number of Acquirer Common Stock shares issuable to such Company Optionholder in respect of his or her Company Options under Section 1.3(a)(iii)(B) and in each case applicable backup therefor and a calculation of the number of shares of Acquirer Common Stock into which each such Company Option will be convertible after assumption by Acquirer pursuant to the terms and conditions set forth in Section 1.3(a)(iii)(B) and the applicable exercise price for such Company Option after such assumption by Acquirer; and (k) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by AcquirerFund.

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.13, an excel workbook Acquirer a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Acquirer, 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 reasonably requested by Acquirer or otherwise requested specified therein), as of immediately prior to the Closing: : (ai) the names of all of Company Securityholders the Converting Holders and their respective addresses, e-mail addresses; addresses 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 Company Securityholder Converting Holders and, in the case of outstanding shares, the respective certificate numbers; , (ciii) the number of shares of Company Capital Stock subject to and the exercise price per share in effect (if any) for each Company Option and Company Warrant; , (div) 41 the vesting status and schedule with respect to Company Options, 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); , (ev) for each Company Option that was early exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price; , (fvi) the calculation of Fully-Diluted Company Common Stock, Common Per Share Cash Consideration and the Acquirer Stock Aggregate Exercise Price; , (gvii) the calculation of aggregate cash amounts payable to each such Indemnifying Converting Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), ) or Section 1.3(a)(iii)(A1.3(a)(v) and Section 1.3(a)(iv) and in each case whether or not Taxes are required to be withheld therefrom; (h) the vesting schedule with respect to the aggregate cash amounts payable to each Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv), as set forth in the Equity Agreement and/or the Option Consent, as applicable, executed by such Indemnifying Holder; (i) the calculation of each Indemnifying Holder’s Pro Rata Share of the Indemnity Escrow Amount and the Expense Fund Amount; (j) the number of Company Options held by each Company Optionholder immediately prior to the Effective Time (including a breakdown of the number of Cash-Out Options held by such Company Optionholder), the Exchange Ratio used to calculate the number of Acquirer Common Stock shares issuable to such Company Optionholder in respect of his or her Company Options under Section 1.3(a)(iii)(B) and in each case applicable backup therefor and a calculation of the number of shares of Acquirer Common Stock into which each such Company Option will be convertible after assumption by Acquirer pursuant to the terms and conditions set forth in Section 1.3(a)(iii)(B) and the applicable exercise price for such Company Option after such assumption by Acquirer; and (kviii) a funds flow memorandum setting forth applicable wire transfer instructions for each holder of Company Debt and other information reasonably requested by AcquirerTransaction Expenses that are incurred but unpaid as of the Closing.

Spreadsheet. The Company shall prepare and deliver to AcquirerAcquiror, in accordance with Section 5.13, an excel workbook a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to AcquirerAcquiror, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to other information reasonably requested by Acquirer or otherwise requested therein), as of immediately prior to the Closing: information: (a) the names of all of Company Securityholders Stockholders and the Company Optionholders, and their respective addressesaddresses and, e-mail addresses; 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 or Company Warrants held by, such Company Securityholder Persons and, in the case of outstanding shares, the respective certificate numbers; numbers 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 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 subject whether (A) to and the exercise price per share in effect (if any) for each Company Option and Company Warrant; (d) the vesting status and schedule with respect to Company Options, Company Warrants and Unvested Company Shares and terms knowledge of the Company’s rights , it was subject to repurchase such Unvested Company Shares a valid and timely Section 83(b) election to the extent it was subject to a substantial risk of forfeiture upon issuance and (including B) it was the per share repurchase price payable with respect thereto); (e) for each Company Option that was result of an early exercised, the Tax status exercise of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price; (f) the calculation of Fully-Diluted Company Stock, Per Share Cash Consideration and the Acquirer Stock Price; an incentive stock option; (g) the calculation number of aggregate shares of Acquiror Common Stock and cash amounts payable to each such Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv) and in each case whether or not Taxes are required to be withheld therefrom; placed into the Escrow Fund, in the aggregate and on behalf of each Company Indemnifying Party; (h) the vesting schedule with respect to the aggregate cash amounts payable to each Company Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) Party’s Cash Pro Rata Share and Section 1.3(a)(iv), as set forth in the Equity Agreement and/or the Option Consent, as applicable, executed by such Indemnifying Holder; (i) the calculation of each Indemnifying Holder’s Stock Pro Rata Share of the Indemnity Escrow Amount Fund (expressed as a percentage and based on the Expense interest in the Escrow Fund Amount; (j) the number of Company Options held by each Company Optionholder immediately prior to the Effective Time (including a breakdown of the number of Cash-Out Options held by such Company Optionholder), the Exchange Ratio used to calculate the number of Acquirer Common Stock shares issuable to such Company Optionholder in respect of his or her Company Options under Section 1.3(a)(iii)(B) and in each case applicable backup therefor and a calculation of the number of shares of Acquirer Common Stock into which for each such Company Option will be convertible after assumption by Acquirer pursuant Indemnifying Party compared to all Company Indemnifying Parties); and (i) for each holder of Company Capital Stock and Vested Company Options, the terms Holdback Pro Rata Share of the Holdback Amount (expressed as a percentage and conditions set forth based on each such holder’s interest in Section 1.3(a)(iii)(B) and the applicable exercise price for such Company Option after such assumption by Acquirer; and (k) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by AcquirerHoldback Amount).

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.13, an excel workbook : (a) a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Acquirer, 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 reasonably requested by Acquirer or otherwise requested specified therein), as of immediately prior to the Closing: : (ai) the names of all of Company Securityholders the Converting Holders and their respective addresses, e-mail addresses; addresses 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 Company Securityholder Converting Holders and, in the case of outstanding shares, the respective certificate numbers; ; (ciii) the number of shares of Company Capital Stock subject to and the exercise price per share in effect (if any) for each Company Option and Company Warrant; ; (div) the vesting status and schedule with respect to Company Options, 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); ; (ev) for each Company Option that was early exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price; ; (fvi) the calculation of Fully-Fully Diluted Company StockShare Number, Common Per Share Cash Consideration Amount and the Acquirer Stock Price; Series A Per Share Amount; (gvii) the calculation of aggregate cash amounts payable to each such Indemnifying Converting Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv) and in each case whether or not 1.3(a)(iii), the total amount of Taxes are required to be withheld therefrom; (h) the vesting schedule with respect to therefrom and the aggregate cash amounts payable to each Indemnifying Converting Holder pursuant to Section 1.3(a)(i1.3(a), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv), as set forth in the Equity Agreement and/or the Option Consent, as applicable, executed by such Indemnifying Holder; ; (iviii) the calculation of each Indemnifying Converting Holder’s Pro Rata Share of the Indemnity Escrow Amount and the Expense Fund Indemnification Holdback Amount; ; (jix) the number calculation of Company Options held by each Company Optionholder immediately prior to the Effective Time (including a breakdown Converting Holder’s TNW Pro Rata Share of the number of Cash-Out Options held by such Company Optionholder), the Exchange Ratio used to calculate the number of Acquirer Common Stock shares issuable to such Company Optionholder in respect of his or her Company Options under Section 1.3(a)(iii)(B) Adjustment Holdback Amount; and in each case applicable backup therefor and a calculation of the number of shares of Acquirer Common Stock into which each such Company Option will be convertible after assumption by Acquirer pursuant to the terms and conditions set forth in Section 1.3(a)(iii)(B) and the applicable exercise price for such Company Option after such assumption by Acquirer; and (kx) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer.

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.136.11, an excel workbook a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Acquirer, 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 and other data and information reasonably requested by Acquirer or otherwise requested thereinAcquirer), as of immediately prior to the Closing: : (ai) the names of all of Company Securityholders each Seller and their respective addresseshis or her address, e-mail addresses; address and, where available, taxpayer identification number, (bii) the number and type of shares of Company Capital Stock Interests held byby such Seller, or subject to the Company Options or Company Warrants held by, such Company Securityholder and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of Company Capital Stock subject to and the exercise price per share in effect (if any) for each Company Option and Company Warrant; (diii) the vesting status and schedule with respect to Company Options, Company Warrants and Unvested Company Shares Interests and terms of the Company’s rights to repurchase such Unvested Company Shares Interests (including the per share interest repurchase price payable with respect thereto); (e) for each Company Option that was early exercised, the Tax status of each such Company Option and whether a timely and effective election under Section 422 of the Code, the date 83(b) was made in respect of such exercise and the applicable exercise price; Unvested Company Interests, (fiv) the calculation of Fully-Diluted Company Stockthe Initial Cash Consideration, Per each Seller’s Pro Rata Share of the Initial Cash Consideration and Consideration, Deferred Cash Consideration, each Seller’s Pro Rata Share of the Acquirer Stock Price; Deferred Cash Consideration, (giv) the calculation of aggregate cash amounts payable to each such Indemnifying Holder the Sellers pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv1.3(a)(ii) and in each case whether or not the total amount of Taxes are required to be withheld therefrom; , (h) the vesting schedule with respect to the aggregate cash amounts payable to each Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv), as set forth in the Equity Agreement and/or the Option Consent, as applicable, executed by such Indemnifying Holder; (iv) the calculation of each Indemnifying HolderSeller’s Pro Rata Share of the Indemnity Escrow Amount and the Expense Fund Amount; , (jvi) the number calculation of Company Options held by each Company Optionholder immediately prior to the Effective Time (including a breakdown Seller’s Pro Rata Share of the number of Cash-Out Options held by such Company Optionholder)Special Indemnity, the Exchange Ratio used to calculate the number of Acquirer Common Stock shares issuable to such Company Optionholder in respect of his or her Company Options under Section 1.3(a)(iii)(B) and in each case applicable backup therefor and a calculation of the number of shares of Acquirer Common Stock into which each such Company Option will be convertible after assumption by Acquirer pursuant to the terms and conditions set forth in Section 1.3(a)(iii)(B) and the applicable exercise price for such Company Option after such assumption by Acquirer; and (kvii) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer, and (viii) calculation of any Tax withholding due on any of the foregoing payments.

Spreadsheet. (a) The Company shall prepare and deliver to Acquirer, in accordance with Section 5.13, an excel workbook a spreadsheet (the “Spreadsheet”) in the form provided by Acquirer prior to the Closing and substance reasonably satisfactory to Acquirer, 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 reasonably requested by Acquirer or otherwise requested specified therein), as of immediately prior to the Closing: : (ai) the names of all of Company Securityholders the Converting Holders and their respective addressesaddresses and, e-mail addresses; 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 Company Securityholder Converting Holders and, in the case of outstanding shares, the respective certificate numbers; , (ciii) the number of shares of Company Capital Stock subject to and the exercise price per share in effect (if any) for each Company Option and Company Warrant; Option, (div) the vesting status and schedule with respect to Company Options, Company Warrants Options 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); , (ev) for each Company Option that was early exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price; , (fvi) the calculation of Fully-Diluted Company Common Stock, Common Per Share Cash Consideration, Common Per Share Stock Consideration and the Acquirer Stock Price; , (gvii) 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 each such Indemnifying Converting Holder pursuant to Section 1.3(a)(i1.3(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)(ii1.3(a)(i)(B) and 1.3(a)(ii)(B), Section 1.3(a)(iii)(A) assuming all applicable conditions to such payments and Section 1.3(a)(iv) issuances have been satisfied or waived, and in each case whether or not the total amount of Taxes are required proposed to be withheld therefrom; , (hix) 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 Indemnifying such Converting Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv)1.3, as set forth in the Equity Vesting Agreement and/or the Option Consent, as applicable, executed by such Indemnifying Converting Holder; , (ixi) the calculation of each Indemnifying Converting Holder’s Pro Rata Share, (xii) the calculation of each Converting Holder’s Pro Rata Share of the Indemnity Escrow Amount (including cash and stock allocations thereof) and of the Stockholders’ Agent Expense Amount and (xiii) the aggregate amount of cash and the Expense Fund Amount; (j) the number of Company Options held by each Company Optionholder immediately prior to the Effective Time (including a breakdown of the number of Cash-Out Options held by such Company Optionholder), the Exchange Ratio used to calculate the number of Acquirer Common Stock shares issuable to such Company Optionholder in respect of his or her Company Options under Section 1.3(a)(iii)(B) and in each case applicable backup therefor and a calculation of the aggregate number of shares of Acquirer Common Stock into which each such Company Option will to be convertible after assumption by Acquirer deposited in the Escrow Fund pursuant to Section 8.1. (b) Following the terms Closing, Acquirer shall update the Spreadsheet (i) pursuant to Section 8.7(d) and conditions set forth (ii) for any change to (A) the calculation of each Converting Holder’s cash and/or stock allocation in Section 1.3(a)(iii)(Bthe Escrow Fund and/or (B) the aggregate amount of cash (including interest thereon) and the applicable exercise price for such Company Option after such assumption aggregate number of shares of Acquirer Common Stock in the Escrow Fund (the Spreadsheet, as it may be so updated from time to time, the “Updated Spreadsheet”). Any updates to the Spreadsheet or the Updated Spreadsheet shall be subject to reasonable review and confirmation by Acquirer; and (k) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirerthe Stockholders’ Agent.

Spreadsheet. The Company shall prepare and deliver to AcquirerPurchaser, at or prior to the Closing, a spreadsheet (in accordance with Section 5.13, an excel workbook Microsoft Excel form) (the “Spreadsheet”) in form and substance reasonably satisfactory acceptable to AcquirerPurchaser, 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 reasonably requested by Acquirer or otherwise requested specified therein), ) as of the Closing Date and immediately prior to the Closing: (a) the names of all of Company Securityholders and their respective addresses, e-mail 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 Company Securityholder and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of Company Capital Stock subject to and the exercise price per share in effect (if any) for each Company Option and Company Warrant; (d) the vesting status and schedule with respect to Company Options, 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); (e) for each Company Option that was early exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price; (f) the calculation of Fully-Diluted Company Stock, Per Share Cash Consideration and the Acquirer Stock Price; (g) the calculation of aggregate cash amounts payable to each such Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv) and in each case whether or not Taxes are required to be withheld therefrom; (h) the vesting schedule with respect to the aggregate cash amounts payable to each Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv), as set forth in the Equity Agreement and/or the Option Consent, as applicable, executed by such Indemnifying Holder; : (i) the calculation of each Indemnifying Holder’s Pro Rata Share name of the Indemnity Escrow Amount Company Shareholder and the Expense Fund Amount; its addresses and taxpayer identification number; (jii) the number of Company Options Ordinary Shares held by such Person and the respective certificate numbers; (iii) the calculation of the 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 employee in connection with each of Milestones 1 through 5 in connection with such employee’s Termination and Release, the percentage and, with respect to Milestone 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 Optionholder immediately prior to and MTS, dated as of February 5, 2014 (together, the Effective Time “MTS Agreement”), the Share Consideration, Teva Cash Closing Amount (including a breakdown footnote that all such amounts are subject to withholding of Taxes in accordance with Section 1.9 hereof); and (iv) the number of Cash-Out Options held by such Company Optionholder)CBI Net New Funding Amount, the Exchange CBI Ratio, Teva Net New Funding Amount and Teva Ratio used to calculate the number of Acquirer Common Stock shares issuable to such Company Optionholder in respect of his or her Company Options under Section 1.3(a)(iii)(B) and (in each case applicable backup therefor and a calculation calculated as of the number of shares of Acquirer Common Stock into which each such Company Option will be convertible after assumption by Acquirer pursuant to the terms and conditions set forth in Section 1.3(a)(iii)(B) and the applicable exercise price for such Company Option after such assumption by AcquirerClosing Date); and (kb) shall include a funds flow memorandum setting forth applicable wire transfer instructions set of formulas (within the spreadsheet cells) which assumes that all Milestone Payments occur in a consecutive chronological order and other information reasonably requested by Acquirerthat no Set-Off is applied with respect to such payments that accurately, and in a manner consistent with the terms and requirements of the Teva Share Purchase Agreement, calculate for each Contingent Payment that may be made under this Agreement: (i) the CBI Net New Funding Amount, CBI Ratio, Teva Net New Funding Amount and Teva Ratio that apply to such Contingent Payment and (ii) the amount of such Contingent Payment to be paid to Teva in accordance with the requirements of the Teva Share Purchase Agreement.

Spreadsheet. The Prior to the Closing, the Company shall prepare and deliver to Acquirer, in accordance with Section 5.13, an excel workbook Acquirer a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Acquirer, 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 reasonably requested by Acquirer or otherwise requested specified therein), as of immediately prior to the Closing: : (ai) the names of all of the Company Securityholders and their respective addresses, e-mail addresses; addresses and, where available, taxpayer identification numbers; (bii) the number and type of shares of Company Capital Stock Shares held by, or subject to the Company Options or Company Warrants held by, such Company Securityholder Securityholders and, in the case of outstanding shares, the respective certificate numbers; ; (ciii) the number of shares of Company Capital Stock Shares subject to and the exercise price per share in effect (if any) for each Company Option and Company Warrant; Option; (div) the vesting status and schedule with respect to Company Options, 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); (e) for each Company Option that was early exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price; (fv) the calculation of Fully-Diluted Company StockAggregate Exercise Price, Adjusted Consideration and Per Share Cash Consideration and the Acquirer Stock Price; Consideration; (gvi) the calculation of aggregate cash amounts payable to each such Indemnifying Holder Company Securityholder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A1.1(d) and Section 1.3(a)(iv) and in each case whether or not the total amount of Taxes are required to be withheld therefrom; ; (hvii) in the vesting schedule with respect to case of each Founder, the aggregate portion of cash amounts otherwise payable to each Indemnifying Holder such Founder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A1.1(d)(i) and Section 1.3(a)(iv), as set forth in the Equity Agreement and/or the Option Consent, as applicable, executed by such Indemnifying Holder; to be withheld pursuant to his Founder Vesting Agreement; (iviii) the calculation of each Indemnifying Holder’s Pro Rata Share of the Indemnity Escrow Amount and the Expense Fund Amount; ; and (j) the number of Company Options held by each Company Optionholder immediately prior to the Effective Time (including a breakdown of the number of Cash-Out Options held by such Company Optionholder), the Exchange Ratio used to calculate the number of Acquirer Common Stock shares issuable to such Company Optionholder in respect of his or her Company Options under Section 1.3(a)(iii)(B) and in each case applicable backup therefor and a calculation of the number of shares of Acquirer Common Stock into which each such Company Option will be convertible after assumption by Acquirer pursuant to the terms and conditions set forth in Section 1.3(a)(iii)(B) and the applicable exercise price for such Company Option after such assumption by Acquirer; and (kix) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer.

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance Parent at least five (5) Business Days prior to the Closing a spreadsheet setting forth the Company’s proposals along with Section 5.13, an excel workbook (the “Spreadsheet”) in form reasonably detailed back-up data and substance reasonably satisfactory to Acquirersupporting materials, which spreadsheet shall be dated as subject to the reasonable review and comment of Parent and the Closing Date and final version of which shall set forth all of be reasonably satisfactory to Parent, with regard to the following information (in addition to other information reasonably requested by Acquirer or otherwise requested therein), as of immediately prior to the Closinginformation: (a) calculation of the names of all of Company Securityholders Aggregate Option Cash Consideration and their respective addresses, e-mail addressesAggregate RSU Cash Consideration; (b) calculation of the number Per A Share Merger Consideration and type the Per L Share Merger Consideration, (c) calculation of shares the aggregate Company Transaction Expenses, Cash as of Company September 30, 2014, Net Working Capital Stock held byas of September 30, or subject to 2014, Outstanding Indebtedness as of September 30, 2014 and the Company Options or Company Warrants held by, such Company Securityholder and, in the case of outstanding shares, the respective certificate numbersaggregate Negative Transaction Adjustments; (cd) with respect to each holder of Company Shares: (i) the name and address of such holder, (ii) the number of shares of Company Capital Class L Common Stock subject to and Class A Common Stock held by such holder and the exercise price per share 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 effect (the aggregate), if any) for each Company Option , and Company Warrant; (div) the vesting status stock consideration that such holder is entitled to receive pursuant to Section 2.02 (on a certificate-by-certificate basis and schedule with respect to Company Options, Company Warrants and Unvested Company Shares and terms of in the Company’s rights to repurchase such Unvested Company Shares (including the per share repurchase price payable with respect theretoaggregate); (e) for with respect to each Company Option that was early exercisedOption: (i) the name and address of the holder thereof, (ii) the Tax status of each grant date and expiration date thereof, (ii) whether such Company Option under Section 422 of is a Vested In-the-Money Option, (iii) the Code, the date of such exercise price per share and the applicable exercise price;number of shares of Class L Common Stock and Class A Common Stock underlying such Company Option immediately prior to the Closing, and (iv) the cash consideration that such holder is entitled to receive in accordance with Section 2.04(a); and (f) the calculation of Fully-Diluted Company Stock, Per Share Cash Consideration and the Acquirer Stock Price; (g) the calculation of aggregate cash amounts payable to each such Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv) and in each case whether or not Taxes are required to be withheld therefrom; (h) the vesting schedule with respect to the aggregate cash amounts payable to each Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv), as set forth in the Equity Agreement and/or the Option Consent, as applicable, executed by such Indemnifying Holder; award of Company RSUs: (i) the calculation of each Indemnifying Holder’s Pro Rata Share name and address of the Indemnity Escrow Amount and holder thereof, (ii) the Expense Fund Amount; grant date thereof, (jiii) the number of Company Options held by each Company Optionholder RSUs underlying such award immediately prior to the Effective Time Closing, and (including a breakdown of iv) the number of Cash-Out Options held by cash consideration that such Company Optionholderholder is entitled to receive in accordance with Section 2.04(b), the Exchange Ratio used to calculate the number of Acquirer Common Stock shares issuable to such Company Optionholder in respect of his or her Company Options under Section 1.3(a)(iii)(B) and in each case applicable backup therefor and a calculation of the number of shares of Acquirer Common Stock into which each such Company Option will be convertible after assumption by Acquirer pursuant to the terms and conditions set forth in Section 1.3(a)(iii)(B) and the applicable exercise price for such Company Option after such assumption by Acquirer; and (k) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer.

Spreadsheet. The Company shall prepare have delivered to Parent and deliver the Paying Agent (with a copy to Acquirer, in accordance with Section 5.13, an excel workbook the Stockholders’ Representative) no less than five (the “Spreadsheet”5) in form and substance reasonably satisfactory Business Days prior to Acquirer, 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 reasonably requested by Acquirer or otherwise requested 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: Effective Time, which estimate shall include a balance sheet together with each other component of the Cash Merger Consideration and an estimate of the Cash Merger Consideration (asuch estimate, the “Effective Time Cash Merger Consideration”), calculated as of the Effective Time (the “Adjustment Time”), (iii) the names of all of Company Securityholders and their respective addresses, e-mail 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 Company Securityholder and, in the case of outstanding shares, the respective certificate numbers; (c) the total number of shares of Company Capital Stock subject Parent Series H-1 Preferred Stock, the original principal amount of the Seller Note allocated to and the exercise price per share in effect such Equityholder (if any) for each Company Option and Company Warrant; (d) the vesting status and schedule with respect to Company Options, 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); (e) for each Company Option that was early exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price; (f) the calculation of Fully-Diluted Company Stocktotal Fractional Cash Amount, Per Share Cash Consideration and the Acquirer Stock Price; (g) the calculation of aggregate cash amounts payable in each case, to each which such Indemnifying Holder Equityholder is entitled pursuant to Section 1.3(a)(i)2.07(a) and/or Section 2.08, Section 1.3(a)(ii), Section 1.3(a)(iii)(Aas applicable; (iv) and Section 1.3(a)(iv) and in each case an indication as to whether or not Taxes are required to be withheld therefrom; (hA) the vesting schedule Company has received from the applicable Equityholder and delivered to Parent an Accredited Investor Certification for such Equityholder, (B) Parent has indicated to the Company that it reasonably believes, in the exercise of its 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 Securities Act, or (C) that Company has neither indication described in (A) or (B) that the Equityholder is an Accredited Stockholder, (v) such Equityholder’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 (vi) such other instructions or information as is necessary or reasonably requested by Parent or the Paying Agent with respect to the aggregate cash amounts payable payments to each Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv), as set forth in the Equity Agreement and/or the Option Consent, as applicable, executed by such Indemnifying Holder; (i) the calculation of each Indemnifying Holder’s Pro Rata Share of the Indemnity Escrow Amount and the Expense Fund Amount; (j) the number of Company Options held by each Company Optionholder immediately prior be made to the Effective Time (including a breakdown of Equityholders. Such Spreadsheet shall be accompanied by the number of Cash-Out Options held by such Company Optionholder), the Exchange Ratio used to calculate the number of Acquirer Common Stock shares issuable to such Company Optionholder in respect of his or her Company Options under Section 1.3(a)(iii)(B) and in each case applicable backup therefor and a calculation of the number of shares of Acquirer Common Stock into which each such Company Option will be convertible after assumption by Acquirer pursuant to the terms and conditions set forth in Section 1.3(a)(iii)(B) and the applicable exercise price for such Company Option after such assumption by Acquirer; and (k) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by AcquirerCapitalization Update.

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.13, an excel workbook a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Acquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to other information reasonably requested by Acquirer or otherwise requested therein)information, as of immediately prior to the Closing:: 48 (a) (i) the names Cash Consideration, (ii) the aggregate amount of all 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 Securityholders 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 their respective addresses, e-mail addresses(xv) the Closing Net Cash Amount; (b) the number names of all the Converting Holders and type their respective addresses and, where in the possession of the Company, taxpayer identification numbers; (c) the number, class and series of shares of Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Company Securityholder 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 the date of such acquisition and whether any of such shares are Unvested Company Shares; (cd) the number of shares of Company Capital Stock subject to and the exercise price per share in effect (if any) for each Company Option and Company Warrant; (d) the vesting status and schedule with respect to Company Options, 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)Option; (e) for each Company Option that was early exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price; (f) the calculation aggregate cash amounts and shares of FullyParent Common Stock payable and issuable, respectively, to each such Converting Holder pursuant to Section 1.3(a) (on a certificate-Diluted Company Stockby-certificate or option-by-option basis and in the aggregate), Per Share Cash 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 Acquirer Stock PriceCode with respect to any portion of such Converting Holder’s Restricted Merger Consideration; (g) the calculation vesting status with respect to Company Options, the vesting status and schedule of aggregate cash amounts Unvested Company Shares and terms of the Company’s rights to repurchase such Unvested Company Shares (including the per share repurchase price payable to each such Indemnifying Holder pursuant to Section 1.3(a)(iwith respect thereto), Section 1.3(a)(ii), Section 1.3(a)(iii)(A; (h) and Section 1.3(a)(ivwhether (yes/no) and in each case whether or not any Taxes are required to be withheld therefrom; (h) from the vesting schedule with respect consideration that any Converting Holder is entitled to the aggregate cash amounts payable to each Indemnifying Holder receive pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A1.3(a) and Section 1.3(a)(iv), as set forth in the Equity Agreement and/or the Option Consent, as applicable, executed or any consideration to be contributed by such Indemnifying HolderConverting Holder to the Escrow Fund (based on Applicable Law as of the year the Closing occurs and assuming no backup withholding is required); (i) the calculation of each Indemnifying 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 Indemnity Escrow Amount and the Expense Fund AmountFund; (j) the number an itemized list of each item of Company Options held by each Company Optionholder immediately prior to the Effective Time (including Debt, if any, together with a breakdown description of the number nature of Cash-Out Options held by such Company Optionholder), Debt and the Exchange Ratio used Person to calculate the number of Acquirer Common Stock shares issuable to whom such Company Optionholder in respect of his or her Company Options under Section 1.3(a)(iii)(B) and in each case applicable backup therefor and a calculation of the number of shares of Acquirer Common Stock into which each such Company Option will be convertible after assumption by Acquirer pursuant to the terms and conditions set forth in Section 1.3(a)(iii)(B) and the applicable exercise price for such Company Option after such assumption by Acquirer; andDebt is owed; (k) a funds flow memorandum setting forth applicable 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 and other information reasonably requested by Acquirerfor each payment referred to in clauses “(1)” through “(3)” above; and (l) the aggregate cash amounts payable to each Company Stockholder pursuant to Section 1.3(a)(i) in lieu of fractional shares of Parent Common Stock.

Spreadsheet. The Company shall prepare and deliver to AcquirerParent, in accordance with Section 5.13not less than two (2) Business Days prior to the Closing Date, an excel workbook a spreadsheet (the “Spreadsheet”) in a form and substance reasonably satisfactory acceptable to AcquirerParent, 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 include, among other information reasonably requested by Acquirer or otherwise requested therein)things, as of immediately prior to the Closing: (a) the names of all of with respect to each Company Securityholders and their respective addressesStockholder, e-mail addresses; (bi) the number and type of shares of Company Capital Stock held bysuch Person’s address and, or subject if available to the Company Options Company, email address and social security number (or Company Warrants held bytax identification number, such Company Securityholder andas applicable), in the case of outstanding shares, the respective certificate numbers; (cii) the number of shares of Company Capital Stock subject to and held by such Person, (iii) the exercise price per share in effect respective certificate number(s) representing such shares (if any) with data for each Company Option and Company Warrant; such certificate on a separate row of the Spreadsheet), (div) the vesting status and schedule respective date(s) of acquisition of such shares and, with respect to Company Optionsshares acquired on or after January 1, Company Warrants 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 Unvested Company Shares and terms 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 Company’s rights to repurchase such Unvested Company Shares (including the per share repurchase price payable Escrow Amount with respect thereto); to such Person with respect to such Person’s shares of Company Capital Stock, (eviii) any amounts required to be withheld, (ix) the identification of any shares that were eligible for each Company Option that was early exercised, the Tax status of each such Company Option an election under Section 422 83(b) of the Code, including the date of issuance of such exercise shares, and whether such election under Section 83(b) of the applicable exercise price; Code was timely made, (fx) the calculation of Fully-Diluted Company Stockas applicable, Per Share Cash Consideration and the Acquirer Stock Price; (g) the calculation of aggregate cash amounts payable to each such Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv) and in each case whether or not Taxes are required to be withheld therefrom; (h) the vesting schedule with respect to the aggregate cash amounts payable to each Indemnifying Holder pursuant to Section 1.3(a)(iholder 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), Section 1.3(a)(ii)the cost basis and date of issuance of such shares or securities, Section 1.3(a)(iii)(A) together with any supporting schedules and Section 1.3(a)(iv), as set forth in the Equity Agreement and/or the Option Consent, as applicable, executed by such Indemnifying Holder; (i) the calculation of each Indemnifying Holder’s Pro Rata Share of the Indemnity Escrow Amount and the Expense Fund Amount; (j) documentation showing the number and type of Company Options securities held by each Company Optionholder immediately prior to the Effective Time (including a breakdown 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) such Person’s name, address and, if available to the Company, email address and social security number of Cash-Out Options held by such Company Optionholder(or tax identification number, as applicable), the Exchange Ratio used to calculate the number of Acquirer Common Stock shares issuable to such Company Optionholder in respect of his or her Company Options under Section 1.3(a)(iii)(B(ii) and in each case applicable backup therefor and a calculation of the number of shares of Acquirer Company Capital 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 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 Parent Common Stock into which each deposited with the Escrow Agent in respect of the Escrow Amount with respect to such Person’s Company Option will be convertible after assumption by Acquirer pursuant Options, (viii) the Pro Rata Portion applicable to the terms such Person and conditions set forth in Section 1.3(a)(iii)(B(ix) and the applicable exercise price for such Company Option after such assumption by Acquirer; and (k) a funds flow memorandum setting forth applicable wire transfer instructions and other information relevant thereto or that Parent or the Paying Agent may reasonably requested by Acquirerrequest.