Common use of Spreadsheet Clause in Contracts

Spreadsheet. The Company shall deliver to Acquiror and the Exchange Agent a spreadsheet (the “Spreadsheet”) substantially in the form attached hereto as Schedule 6.8, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing and which shall include, among other things, as of the Closing, (i) all Selling Shareholders and their respective addresses as reflected in the Company’s records, indicating whether such holder is an employee or not an employee, the number of Company Shares held by such persons (including whether such shares are Company Ordinary Shares or Company Preferred Shares, the respective certificate numbers, whether such shares are subject to a repurchase right by the Company (including, for each certificate, the number of shares that are vested as of the Closing) and the liquidation preference applicable to each Company Preferred Share), the date of acquisition of such shares, the Preferred Share Initial Cash Distribution Amount applicable to each holder of Company Preferred Shares, the Ordinary Share Initial Cash Distribution Amount applicable to each holder of Company Ordinary Shares, the number of Acquiror Common Stock to be issued to each holder, the number of shares of Acquiror Common Stock to be deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which the Exchange Agent and/or the Escrow Agent may reasonably request, and (ii) all holders of Company Share Options and Company Warrants and their respective addresses, as reflected in the Company’s records, whether each such holder is an employee or not an employee, the number of shares of Company Ordinary Shares or Company Preferred Shares underlying each such Company Share Option and Company Warrant, the grant dates of such Company Share Options and Company Warrants and the vesting arrangement with respect to such Company Share Options and Company Warrants and indicating, with respect to each Company Share Option, whether such Company Share Options are incentive stock options or non-qualified stock options and such other information relevant thereto or which Acquiror may reasonably request. The Company shall deliver the Spreadsheet three Business Days prior to the Closing Date.

Spreadsheet. The Company shall deliver to Acquiror Parent and the Exchange Payment Agent a spreadsheet (the “Spreadsheet”) substantially in the form attached hereto as Schedule 6.8), which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing and which shall include, among other things, as of the Closing, (i) a list of all Selling Shareholders Company Stockholders and their respective addresses as reflected in the Company’s recordsaddresses, indicating whether such holder is an employee or not an employeeindicating, the number of shares of Company Shares Capital Stock held by such persons (including whether such shares are Company Ordinary Shares IM Common Stock, MW Common Stock, Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Company Series D-1 Preferred Shares, Stock and the respective certificate numbers), whether such shares are subject to a repurchase right by the Company (including, for each certificate, the number of shares that are vested as of the Closing) and the liquidation preference applicable to each share of Company Preferred ShareStock and the accrued but unpaid dividends applicable to each share of Company Preferred Stock), the date of acquisition of such shares, the Preferred Share Initial Cash Distribution Amount Pro Rata Portion applicable to each holder of Company Preferred SharesIndemnifying Party, the Ordinary Share Initial Cash Distribution Amount applicable Merger Consideration to be paid to each holder of Company Ordinary SharesStockholder, the number amount of Acquiror Common Stock to be issued to each holder, the number of shares of Acquiror Common Stock cash to be deposited into the Escrow Fund Account on behalf of each holderCompany Indemnifying Party, if applicable, the amount of cash to be deposited into the Working Capital Escrow Account on behalf of each Company Indemnifying Party and such other information relevant thereto or which the Exchange Agent and/or the Escrow Payment Agent may reasonably request, and (ii) a list of all holders of Company Share Options and Company Warrants and their respective addresses, as reflected in the Company’s records, whether each such holder is an employee or not an employee, the number of shares of Company Ordinary Shares IM Common Stock, MW Common Stock, Series B-1 Preferred Stock, Series C Preferred Stock or Company Series C-1 Preferred Shares Stock underlying each such Company Share Option and Company Warrant, the grant dates of such Company Share Options and Company Warrants and the vesting arrangement with respect to such Company Share Options and Company Warrants and indicating, with respect to each Company Share Option, whether such Company Share Options are incentive stock options or non-qualified stock options options, and such other information relevant thereto or which Acquiror Parent may reasonably request. The Company shall deliver the Spreadsheet three to Parent five (5) Business Days prior to the Closing Date.

Spreadsheet. The Company shall prepare and deliver to Acquiror Purchaser, a draft of the Spreadsheet not later than five Business Days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of Section 6.8(a), Company shall provide to Purchaser, promptly after Purchaser’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificate. The Company shall prepare and deliver to Purchaser, at or prior to the Exchange Agent Closing, a spreadsheet (the “Spreadsheet”) substantially in the form attached hereto as Schedule 6.8provided by Purchaser prior to the Closing, reasonably acceptable to Purchaser, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company dated as of the Closing Date and which shall include, among set forth all of the following information (in addition to the other thingsrequired data and information specified therein), as of the Closing Date and immediately prior to the Closing, : (ia) all the name of the Selling Shareholders and Company Option holders as of the Agreement Date and their respective addresses as reflected in the Company’s recordsand where available, indicating whether such holder is an employee or not an employee, taxpayer identification numbers; (b) the number of Company Shares held by by, or subject to the Company Options held by, such persons (including whether such shares are Company Ordinary Shares or Company Preferred SharesPersons and, in the case of outstanding shares, the respective certificate numbers, whether such shares are subject to a repurchase right by ; and (d) the Company (including, for each certificate, calculation of the number of shares that are vested as Purchaser Securities to be delivered to each Selling Shareholder (including whether and to what extent such Purchaser Shares will consist of the ClosingPurchaser Common Stock and Purchaser Series A Preferred Stock) and the liquidation preference applicable to each Company Preferred Share), the date of acquisition of such shares, the Preferred Share Initial Cash Distribution Amount applicable to each holder of Company Preferred Shares, the Ordinary Share Initial Cash Distribution Amount applicable to each holder of Company Ordinary Shares, the number of Acquiror Common Stock to be issued to each holder, the number of shares of Acquiror Purchaser Common Stock to be deposited into delivered to each Company Option holder. The Spreadsheet calculations shall account for the Escrow Fund on behalf Company Series B Preferred Shares held by the Purchaser as set forth as follows or as otherwise mutually agreed to: Adjusted Purchaser Securities = A = The Purchaser Securities less the Purchaser Securities issuable to the Purchaser. B = The sum of each holder, (i) the total shares of Purchaser Common Stock and such other information relevant thereto or which portion of the Exchange Agent and/or warrants as set forth in the Escrow Agent may reasonably requestSpreadsheet, and (ii) all holders of Company Share Options and Company Warrants and their respective addresses, the Purchaser Securities. C = B (as reflected in set forth above) less the Company’s records, whether each such holder is an employee or not an employee, the number of shares of Company Ordinary Shares or Company Preferred Shares underlying each such Company Share Option and Company Warrant, the grant dates of such Company Share Options and Company Warrants and the vesting arrangement with respect to such Company Share Options and Company Warrants and indicating, with respect to each Company Share Option, whether such Company Share Options are incentive stock options or non-qualified stock options and such other information relevant thereto or which Acquiror may reasonably request. The Company shall deliver the Spreadsheet three Business Days prior Purchaser Securities issuable to the Closing DatePurchaser.

Spreadsheet. The Company shall deliver has delivered to Acquiror and the Exchange Agent Parent a spreadsheet setting forth the following information, and accompanied by documentation reasonably satisfactory to Parent in support of the calculation of the information set forth therein, which information the Company represents and warrants is true, correct and complete as of date hereof and as of immediately prior to the Effective Time (the “Spreadsheet”) substantially in the form attached hereto as Schedule 6.8, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing and which shall include, among other things, as of the Closing, ): (i) all Selling Shareholders calculation of the applicable Per Share Consideration for each class or series of Company Capital Stock; (ii) with respect to each Stockholder: (i) the name and their respective addresses as reflected in the Company’s recordsaddress of such Stockholder, indicating whether such holder is an employee or not an employeeand, if available, the number e-mail address of such holder; (ii) the number, class and series of shares of Company Shares Capital Stock held by such persons (including whether such shares are Company Ordinary Shares or Company Preferred Shares, Stockholder and the respective certificate numbers, whether such shares are subject to a repurchase right by the Company (including, for each certificate, the number of shares that are vested as of the Closing) numbers and the liquidation preference applicable to each Company Preferred Share), the date of acquisition of such shares; (iii) the aggregate number of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to be paid to such Stockholder; (iv) whether such Stockholder is a current or former employee, consultant, director or officer of the Preferred Share Initial Cash Distribution Amount applicable to each holder Company; (v) the Pro Rata Portion of Company Preferred Shares, the Ordinary Share Initial Cash Distribution Amount applicable to each holder of Company Ordinary Shares, such Stockholder; and (vi) the number of Acquiror Common Parent Preferred Stock to be issued to each holder, the number of shares of Acquiror Common Stock Payment Shares to be deposited into with the Escrow Fund Agent as Escrow Shares on behalf of each holder, such Stockholder pursuant to this Agreement and such other information relevant thereto or which the Exchange Agent and/or the Escrow Agent may reasonably request, and Agreement; (iiiii) all holders of Company Share Options and Company Warrants and their respective addresses, as reflected in the Company’s records, whether each such holder is an employee or not an employee, the number of shares of Company Ordinary Shares or Company Preferred Shares underlying each such Company Share Option and Company Warrant, the grant dates of such Company Share Options and Company Warrants and the vesting arrangement with respect to such Company Share Options and Company Warrants and indicating, with respect to each Company Share OptionConvertible Note: (i) the name and address of the holder thereof, and, if available, the e-mail address of such holder; (ii) the aggregate number of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to be paid to such holder; (iii) whether such holder is a current or former employee, consultant, director or officer of the Company; (iv) the issuance date and expiration date thereof; (v) the principal amount thereof and accrued interest thereon and the number, class and series of shares of Company Share Options are incentive stock options or non-qualified stock options and Capital Stock underlying such other information relevant thereto or which Acquiror may reasonably request. The Company shall deliver the Spreadsheet three Business Days Convertible Note immediately prior to the Closing DateClosing; (vi) the Pro Rata Portion of such holder; and (vii) the number of Parent Preferred Stock Payment Shares to be deposited with the Escrow Agent as Escrow Shares on behalf of such holder pursuant to this Agreement and the Escrow Agreement; and (iv) with respect to each Carveout Participant: (i) the name and address of such Carveout Participant, and, if available, the e-mail address of such Person; (ii) the aggregate number of Parent Common Stock Payment Shares to be paid to such Carveout Participant; and (iii) whether such Stockholder is a current or former employee, consultant, director or officer of the Company.

Spreadsheet. The Company shall deliver to Acquiror and the Exchange Agent Parent a spreadsheet (the “Spreadsheet”) substantially in the a form attached hereto as Schedule 6.8reasonably satisfactory to Parent, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing and which shall include, among other things, include as of the Closing, (i) all Selling Shareholders and their respective addresses as reflected in the Company’s recordsaddresses, indicating whether such holder is an a current or former employee or not an employeeof the Company, the number and type of Company Shares held by such persons (including whether such shares are Company Ordinary Shares or Company Preferred SharesShareholder, the respective certificate numbers, whether numbers of Company Shares issued to such shares are subject to a repurchase right by the Company (including, for each certificate, the number of shares that are vested as of the Closing) and the liquidation preference applicable to each Company Preferred Share)Shareholder, the date of acquisition of such sharesCompany Shares, Per Share Cash Consideration and Per Share Parent Stock Consideration to be paid to such Shareholder, the Pro Rata Portion of each Shareholder, the Preferred Share Initial Cash Distribution Amount applicable Preference Per Share amount to each holder of Company Preferred Sharesbe paid to such Shareholder, if any, the Ordinary Share Initial Cash Distribution Amount applicable to S-3 Pro Rata Portion of each holder of Company Ordinary SharesShareholder, the number amount of Acquiror Common Stock to be issued to each holder, the number of shares of Acquiror Common Stock cash to be deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which the Exchange Agent and/or the Escrow Agent may reasonably requestShareholder pursuant to Section 1.2(d), and (ii) all holders of Company Share Options and Company Warrants and their respective addresses, as reflected in the Company’s records, whether each such holder is an employee employee, consultant, director or not officer of the Company or of an employeeAffiliated Entity (as defined in the Plan), the number of shares of Company Ordinary Shares or Company Preferred Non-Voting Common Shares underlying each such Company Share Option and Company WarrantOption, the grant dates of such Company Share Options and Company Warrants and Options, the vesting arrangement schedule with respect to such Company Share Options, the strike price for each such Company Option, the Option Exchange Ratio, the aggregate Unvested Option Consideration, the number of Parent Options and Company Warrants and indicating, with respect issuable pursuant to Section 1.2(e)(i) to each holder of Company Share OptionOptions that are outstanding, whether unvested and in-the-money immediately prior to the Effective Time, the portion of the Vested Option Consideration payable to each holder of Company Options that are outstanding, vested and in-the-money immediately prior to the Effective Time and if the holder of the Company Option is a Participating Optionholder, the amount of cash to be deposited into the Escrow Fund on behalf of such Company Share Options are incentive stock options or non-qualified stock options Participating Optionholder pursuant to Section 1.2(d) and the Pro Rata Portion of such other information relevant thereto or which Acquiror may reasonably requestParticipating Optionholder. The Company shall deliver the Spreadsheet three Business Days prior to the Closing Date.

Spreadsheet. The Company shall deliver (a) TopCo has delivered to Acquiror and the Exchange Agent Buyer a spreadsheet in substantially the form of Annex V attached hereto (the “Payment Spreadsheet”) substantially setting forth the following information, in the a form attached hereto as Schedule 6.8, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing and which shall include, among other things, as of the Closing, reasonably satisfactory to Buyer: (i) all Selling Shareholders a calculation of the Initial Merger Consideration and their respective addresses as reflected in each component thereof; and (ii) with respect to each TopCo Seller: (A) the Company’s recordsname and address of such TopCo Seller, indicating whether such holder is an employee or not an employee, (B) the number and class of Company Shares all shares of TopCo Stock held by such persons TopCo Seller, (including whether such shares are Company Ordinary Shares or Company Preferred Shares, C) the respective certificate numbers, whether such shares are subject to a repurchase right by the Company (including, for each certificate, the number of shares that are vested as portion of the ClosingCash Consideration (as defined in Section 3.2(a)(iii)) to be paid to such TopCo Seller, which shall be allocated among the TopCo Stock and the liquidation preference applicable to each Company Preferred ShareOptions held by such TopCo Seller as set forth on the Payment Spreadsheet, (D) the portion of the Stock Consideration (as defined in Section 3.2(b), the date of acquisition of such shares, the Preferred Share Initial Cash Distribution Amount applicable to each holder of Company Preferred Shares, the Ordinary Share Initial Cash Distribution Amount applicable to each holder of Company Ordinary Shares, the number of Acquiror Common Stock ) to be issued to each holdersuch TopCo Seller, which shall be allocated among the TopCo Stock and the Options held by such TopCo Seller as set forth on the Payment Spreadsheet, (E) the number of shares of Acquiror Common Stock 1st Anniversary Holdback Shares to be deposited into the Escrow Fund on behalf of each holder, and issued to such other information relevant thereto or which the Exchange Agent and/or the Escrow Agent may reasonably request, and (ii) all holders of Company Share Options and Company Warrants and their respective addresses, as reflected in the Company’s records, whether each such holder is an employee or not an employee, the number of shares of Company Ordinary Shares or Company Preferred Shares underlying each such Company Share Option and Company Warrant, the grant dates TopCo Seller upon release of such Company Share Options shares in accordance with and Company Warrants subject to Section 4.5, which shall be allocated among the TopCo Stock and the vesting arrangement Options held by such TopCo Seller as set forth on the Payment Spreadsheet, (F) such TopCo Seller’s Holdback Shares Pro Rata Portion or portion of the Holdback Consideration Cash Amount, (G) such TopCo Seller’s Pro Rata Portion, (H) the amount of any required withholding on account of Taxes with respect to such Company Share Options TopCo Seller’s share of the Merger Consideration, and Company Warrants and indicating, (I) the wire transfer instructions of such TopCo Seller with respect to the payments to be made by Buyer pursuant to Section 2.3. No consent or approval of Buyer in respect of the Payment Spreadsheet shall be required in and of itself as a condition to Closing. (b) Buyer, any paying agent engaged by Buyer, and, following the Closing, the Surviving Corporation, may rely on the instructions of the Sellers’ Representative for distributions of cash and issuances of Buyer Common Stock and shall have no responsibility or liability with respect thereto; provided, that the distribution and issuance instructions of the Sellers’ Representative are followed. Buyer shall, or shall cause a paying agent engaged by Buyer to, make distributions of cash and issuances of Buyer Common Stock after the Closing to the TopCo Seller in the same form and in accordance with the same wiring instructions or delivery addresses, as applicable, as such distributions were made to each Company Share Optionsuch TopCo Seller in connection with the Closing, whether such Company Share Options are incentive stock options except as otherwise indicated in any update delivered to Buyer by the Sellers’ Representative to reflect any assignments or non-qualified stock options and such other information relevant thereto changes in factual information. Upon Buyer making each aggregate payment or which Acquiror may reasonably request. The Company shall deliver issuance of Buyer Common Stock, required of it under this Agreement to the TopCo Seller in accordance with the final Payment Spreadsheet three Business Days delivered by the Sellers’ Representative prior to the Closing Dateas provided herein, Buyer shall have fulfilled its obligations with respect to such payments and issuances, as applicable. Buyer shall have, neither directly nor indirectly through the Surviving Corporation following the Closing, no liability whatsoever with respect to the allocation of the distribution of the payments of the Merger Consideration among the TopCo Sellers. (c) No party to this Agreement shall take any tax or other position that is contrary to the allocations set forth in the Payment Spreadsheet unless otherwise required by Applicable Law 2.7

Spreadsheet. The Company shall prepare and deliver to Acquiror and Acquiror, at or prior to the Exchange Agent Closing, a spreadsheet (the “Spreadsheet”) substantially in the form attached hereto as Schedule 6.8provided by Acquiror prior to the Closing, reasonably acceptable to Acquiror and the Exchange Agent, certified by the Chief Executive Officer or President of the Company, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company dated as of the Closing Date and which shall include, among other thingsset forth, as of the ClosingClosing Date and immediately prior to the First Effective Time (in addition to the other required data and information specified therein): (a) the names of all the Company Stockholders, (i) all Selling Shareholders Company Optionholders and Company Warrantholders and their respective addresses as reflected in the Company’s recordsand where available, indicating whether such holder is an employee or not an employee, taxpayer identification numbers; (b) the number and kind of shares of Company Shares Capital Stock held by such persons (including Persons, the respective certificate numbers and whether such shares are Dissenting Shares; (c) the number and kind of shares of Company Ordinary Shares Capital Stock subject to the Company Options and/or Company Warrants held by such Persons or Company Preferred Sharesexercised by such Persons between the Agreement Date and the Closing Date, and in the respective certificate numberscase of options, whether such shares options are subject to a repurchase right by or were incentive stock options or non-qualified stock options under the Company (including, Code and for each certificateexercised options, the number amount of shares that are vested as reportable income for Tax purposes and/or amount required to be withheld for Taxes in connection with such exercises; (d) the vesting status and schedule with respect to the aforementioned Company Options, Company Warrants and Unvested Company Shares and terms of the Closing) and Company’s rights to repurchase such Unvested Company Shares (including the liquidation preference applicable to repurchase price payable per share under each Unvested Company Preferred Share); (e) the calculation of the Acquiror Closing Stock Price, the date of acquisition of such sharesCompany Net Working Capital Deficit, the Preferred Share Initial Cash Distribution Amount applicable to each holder of Company Preferred Net Working Capital Surplus, Fully-Diluted Company Shares, the Ordinary Share Initial Cash Distribution Amount applicable to each holder of Fully-Diluted Vested Company Ordinary Shares, the number of Acquiror Common Stock to be issued to each holderPer Share Closing Cash Amount, Per Share Closing Share Amount, Per Share Escrow Share Amount, Total Closing Cash Consideration, Total Closing Share Consideration, Total Escrow Shares, Total Share Consideration, Unvested Company Options Per Share Value and Unvested Company Options Aggregate Value; (f) the number of shares of Acquiror Common Stock (and cash in lieu of fractional shares) and amount of cash issuable to each Company Stockholder and Company Optionholder in exchange for the Company Capital Stock and Vested Company Options held by such Persons (including the amount of cash required to be deducted and withheld from such Persons for Taxes); (g) if a Company Stockholder holds Unvested Company Shares, the amount of Unvested Acquiror Shares or Unvested Acquiror Cash payable in respect of such Unvested Company Shares, the vesting schedule and associated vesting amounts for such Unvested Acquiror Shares or Unvested Acquiror Cash and the repurchase price payable with respect to each share of such Unvested Acquiror Shares or each dollar of such Unvested Acquiror Cash; (h) the number of Acquiror RSUs issuable to each Company Optionholder in exchange for the Unvested Company Options held by such Persons and the vesting schedule and associated vesting amounts for such Acquiror RSUs; and (h) the Pro Rata Share of each Effective Time Holder, the amount of Escrow Shares to be deposited into the Escrow Fund on behalf of each holderEffective Time Holder, and the amount of any such other information relevant thereto or which the Exchange Agent and/or the Escrow Agent may reasonably request, and Shares that are unvested (ii) all holders of Company Share Options and Company Warrants and their respective addresses, as reflected in the Company’s records, whether each such holder is an employee or not an employee, the number of shares of Company Ordinary Shares or Company Preferred Shares underlying each such Company Share Option and Company Warrant, the grant dates of such Company Share Options and Company Warrants and the vesting arrangement with respect to schedule and associated vesting amounts for such Company Share Options and Company Warrants and indicating, with respect to each Company Share Option, whether such Company Share Options are incentive stock options or non-qualified stock options and such other information relevant thereto or which Acquiror may reasonably request. The Company shall deliver the Spreadsheet three Business Days prior to the Closing Dateunvested shares).

Spreadsheet. The Company shall deliver has delivered to Acquiror and the Exchange Agent Parent a spreadsheet (setting forth the “Spreadsheet”) substantially following information, and accompanied by documentation reasonably satisfactory to Parent in support of the form attached hereto as Schedule 6.8calculation of the information set forth therein, which spreadsheet shall be certified information is true, correct and complete as complete of date hereof and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing and which shall include, among other things, as of Effective Time (the Closing, "Spreadsheet"): (i) all Selling Shareholders calculation of the applicable Per Share Consideration for each class or series of Company Capital Stock; and (ii) with respect to each Stockholder: (i) the name and their respective addresses as reflected in the Company’s recordsaddress of such Stockholder, indicating whether such holder is an employee or not an employeeand, if available, the number e-mail address of such holder, (ii) the number, class and series of shares of Company Shares Capital Stock held by such persons (including whether such shares are Company Ordinary Shares or Company Preferred Shares, Stockholder and the respective certificate numbers, whether such shares are subject to a repurchase right by the Company (including, for each certificate, the number of shares that are vested as of the Closing) numbers and the liquidation preference applicable to each Company Preferred Share), the date of acquisition of such shares; (iii) the aggregate number of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to be paid to such Stockholder, (iv) the Preferred Share Initial aggregate Cash Distribution Amount applicable Consideration to each holder be paid to such Stockholder, (v) whether such Stockholder is a current or former employee of Company Preferred Sharesthe Company, (vi) whether any Taxes are to be withheld in accordance with Section 1.8 from the Ordinary Share Initial Cash Distribution Amount applicable consideration that such Stockholder is entitled to each holder receive pursuant to Section 1.6(e)(i), (vii) the Pro Rata Portion of Company Ordinary Sharessuch Stockholder, and (viii) the number of Acquiror Common Parent Preferred Stock to be issued to each holder, the number of shares of Acquiror Common Stock Payment Shares to be deposited into with the Escrow Fund Agent as Escrow Shares on behalf of each holder, such Stockholder pursuant to this Agreement and such other information relevant thereto or which the Exchange Agent and/or the Escrow Agent may reasonably request, and Agreement; and (iiiii) all holders of Company Share Options and Company Warrants and their respective addresses, as reflected in the Company’s records, whether each such holder is an employee or not an employee, the number of shares of Company Ordinary Shares or Company Preferred Shares underlying each such Company Share Option and Company Warrant, the grant dates of such Company Share Options and Company Warrants and the vesting arrangement with respect to such Company Share Options and Company Warrants and indicating, with respect to each Company Share Option: (i) the name and address of the holder thereof, and, if available, the e-mail address of such holder, (ii) the aggregate number of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to be paid to such holder, (iii) whether such holder is an employee, consultant, director or officer of the Company, (iv) the grant date and expiration date thereof, (v) the exercise price per share and the number, class and series of shares of Company Share Options are incentive stock options or non-qualified stock options and Capital Stock underlying such other information relevant thereto or which Acquiror may reasonably request. The Company shall deliver the Spreadsheet three Business Days Option immediately prior to the Closing DateClosing, (vi) whether any Taxes are to be withheld in accordance with Section 1.8 from the consideration that such holder is entitled to receive pursuant to Section 1.6(f), (vii) the Pro Rata Portion of such holder, and (viii) the number of Parent Preferred Stock Payment Shares to be deposited with the Escrow Agent as Escrow Shares on behalf of such holder pursuant to this Agreement and the Escrow Agreement.

Spreadsheet. The Company shall deliver (a) TopCo has delivered to Acquiror and the Exchange Agent Buyer a spreadsheet in substantially the form of Annex V attached hereto (the “Payment Spreadsheet”) substantially setting forth the following information, in the a form attached hereto as Schedule 6.8, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing and which shall include, among other things, as of the Closing, reasonably satisfactory to Buyer: (i) all Selling Shareholders a calculation of the Initial Merger Consideration and their respective addresses as reflected in each component thereof; and (ii) with respect to each TopCo Seller: (A) the Company’s recordsname and address of such TopCo Seller, indicating whether such holder is an employee or not an employee, (B) the number and class of Company Shares all shares of TopCo Stock held by such persons TopCo Seller, (including whether such shares are Company Ordinary Shares or Company Preferred Shares, C) the respective certificate numbers, whether such shares are subject to a repurchase right by the Company (including, for each certificate, the number of shares that are vested as portion of the ClosingCash Consideration (as defined in Section 3.2(a)(iii)) to be paid to such TopCo Seller, which shall be allocated among the TopCo Stock and the liquidation preference applicable to each Company Preferred ShareOptions held by such TopCo Seller as set forth on the Payment Spreadsheet, (D) the portion of the Stock Consideration (as defined in Section 3.2(b), the date of acquisition of such shares, the Preferred Share Initial Cash Distribution Amount applicable to each holder of Company Preferred Shares, the Ordinary Share Initial Cash Distribution Amount applicable to each holder of Company Ordinary Shares, the number of Acquiror Common Stock ) to be issued to each holdersuch TopCo Seller, which shall be allocated among the TopCo Stock and the Options held by such TopCo Seller as set forth on the Payment Spreadsheet, (E) the number of shares of Acquiror Common Stock 1st Anniversary Holdback Shares to be deposited into the Escrow Fund on behalf of each holder, and issued to such other information relevant thereto or which the Exchange Agent and/or the Escrow Agent may reasonably request, and (ii) all holders of Company Share Options and Company Warrants and their respective addresses, as reflected in the Company’s records, whether each such holder is an employee or not an employee, the number of shares of Company Ordinary Shares or Company Preferred Shares underlying each such Company Share Option and Company Warrant, the grant dates TopCo Seller upon release of such Company Share Options shares in accordance with and Company Warrants subject to Section 4.5, which shall be allocated among the TopCo Stock and the vesting arrangement Options held by such TopCo Seller as set forth on the Payment Spreadsheet, (F) such TopCo Seller’s Holdback Shares Pro Rata Portion or portion of the Holdback Consideration Cash Amount, (G) such TopCo Seller’s Pro Rata Portion, (H) the amount of any required withholding on account of Taxes with respect to such Company Share Options TopCo Seller’s share of the Merger Consideration, and Company Warrants and indicating, (I) the wire transfer instructions of such TopCo Seller with respect to the payments to be made by Buyer pursuant to Section 2.3. No consent or approval of Buyer in respect of the Payment Spreadsheet shall be required in and of itself as a condition to Closing. (b) Buyer, any paying agent engaged by Buyer, and, following the Closing, the Surviving Corporation, may rely on the instructions of the Sellers’ Representative for distributions of cash and issuances of Buyer Common Stock and shall have no responsibility or liability with respect thereto; provided, that the distribution and issuance instructions of the Sellers’ Representative are followed. Buyer shall, or shall cause a paying agent engaged by Buyer to, make distributions of cash and issuances of Buyer Common Stock after the Closing to the TopCo Seller in the same form and in accordance with the same wiring instructions or delivery addresses, as applicable, as such distributions were made to each Company Share Optionsuch TopCo Seller in connection with the Closing, whether such Company Share Options are incentive stock options except as otherwise indicated in any update delivered to Buyer by the Sellers’ Representative to reflect any assignments or non-qualified stock options and such other information relevant thereto changes in factual information. Upon Buyer making each aggregate payment or which Acquiror may reasonably request. The Company shall deliver issuance of Buyer Common Stock, required of it under this Agreement to the TopCo Seller in accordance with the final Payment Spreadsheet three Business Days delivered by the Sellers’ Representative prior to the Closing Dateas provided herein, Buyer shall have fulfilled its obligations with respect to such payments and issuances, as applicable. Buyer shall have, neither directly nor indirectly through the Surviving Corporation following the Closing, no liability whatsoever with respect to the allocation of the distribution of the payments of the Merger Consideration among the TopCo Sellers. (c) No party to this Agreement shall take any tax or other position that is contrary to the allocations set forth in the Payment Spreadsheet unless otherwise required by Applicable Law

Spreadsheet. The (i) Not less than five Business Days prior to the Closing, the Company shall deliver to Acquiror and the Exchange Agent a payment spreadsheet (the “Spreadsheet”) substantially in the a form attached hereto as Schedule 6.8acceptable to Parent, which spreadsheet shall be certified as complete and correct accurate by the Chief Executive Officer and Chief Financial Officer of the Company Company, setting forth the following information: (1) with respect to each Shareholder: (A) the name of each Shareholder as of immediately prior to the Closing and which shall include, among other things, as of the Closing, Effective Time; (iB) all Selling Shareholders and their respective addresses as reflected in the Company’s records, indicating whether such holder is an employee or not an employee, the number of Company Shares held by such persons (including whether such shares are Company Ordinary Shares or Company Preferred Shares, the respective certificate numbers, whether such shares are subject to a repurchase right by the Company (including, for each certificate, the number of shares that are vested of Company Common Stock to be held by such Shareholder as of immediately prior to the ClosingEffective Time; (C) and the liquidation preference certificate number(s) applicable to each such shares of Company Preferred Share), Common Stock held by such Shareholder; (D) the date of acquisition of such shares, shares of Company Common Stock; (E) the Preferred Closing Cash Consideration Per Share Initial Cash Distribution Amount 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 shares of Company Common Stock to be held by such Shareholder as of immediately prior to the Effective Time; (F) 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 Preferred Shares, Options: (A) the Ordinary Share Initial Cash Distribution Amount applicable to name of each holder of Company Ordinary Shares, Options as of immediately prior to the Effective Time; (B) the number of Acquiror Common Stock Company Options held by each holder of Company Options (on a Company Option by Option basis according to be issued grant date) as of immediately prior to the Effective Time; (C) the grant date, number of shares vested as of immediately prior to the Effective Time (after giving effect to any acceleration of vesting of the Company Options) and exercise price applicable to each holder, Company Option held by holders of Company Options as of immediately prior to the Effective Time; (D) whether such Company Option is an incentive stock option or non-qualified stock option; (E) the Cash-Out Amount payable per Company Option and the number of shares of Acquiror Parent Common Stock deliverable to such holder in accordance with the terms of this Agreement in respect of all Company Options to be deposited into held by such holder as of immediately prior to the Effective Time; (F) the amount of the Escrow Fund on behalf applicable to such holder; (G) the amount of each 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 other Optionholder’s Pro Rata Portion. (ii) In the event that any information relevant thereto or which set forth in the Exchange Agent and/or Spreadsheet becomes inaccurate at any time prior to the Effective Time, the Company shall deliver a revised Spreadsheet, together with a new certification consistent with Section 1.8(a)(i) to Parent, whereupon such revised Spreadsheet shall be deemed to be the “Spreadsheet” for all purposes of and under this Agreement. (iii) The Company acknowledges and agrees that the Escrow Agent may reasonably request, and (ii) all holders of Company Share Options and Company Warrants Parent and their respective addresses, as reflected in the Company’s records, whether each such holder is an employee or not an employee, the number of shares of Company Ordinary Shares or Company Preferred Shares underlying each such Company Share Option and Company Warrant, the grant dates of such Company Share Options and Company Warrants and the vesting arrangement with respect agents shall be entitled to such Company Share Options and Company Warrants and indicating, with respect to each Company Share Option, whether such Company Share Options are incentive stock options or non-qualified stock options and such other information relevant thereto or which Acquiror may reasonably request. The Company shall deliver rely on the Spreadsheet three Business Days prior to the Closing Datefor purposes of making any payments hereunder.

Spreadsheet. The (a) At least two (2) Business Days prior to the Closing, the Company shall deliver to Acquiror and Buyer a draft spreadsheet in substantially the Exchange Agent a spreadsheet form of Schedule I attached hereto (the “Payment Spreadsheet”) substantially setting forth the following information, in the a form attached hereto as Schedule 6.8, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing and which shall include, among other things, as of the Closing, reasonably satisfactory to Buyer: (i) a calculation of the Adjusted Equity Value, the Purchase Price, and each component of all Selling Shareholders of the foregoing; and (ii) with respect to each Company Seller: (A) the name and their respective addresses as reflected in address of such Company Seller, (B) the Companynumber and class of all Company Units held by such Company Seller, (C) the cash portion of such Company Seller’s recordsIndividual Closing Payment Amount, indicating whether (D) the Buyer Common Stock portion of such holder is an employee or not an employeeCompany Seller’s Individual Closing Payment Amount, (E) each Retained Unitholder’s Put/Call Amount, (F) the number of Company 1st Anniversary Holdback Shares held by such persons (including whether such shares are Company Ordinary Shares or Company Preferred Shares, the respective certificate numbers, whether such shares are subject to a repurchase right by the Company (including, for each certificate, the number of shares that are vested as of the Closing) and the liquidation preference applicable to each Company Preferred Share), the date of acquisition of such shares, the Preferred Share Initial Cash Distribution Amount applicable to each holder of Company Preferred Shares, the Ordinary Share Initial Cash Distribution Amount applicable to each holder of Company Ordinary Shares, the number of Acquiror Common Stock to be issued to each holder, the number of shares of Acquiror Common Stock to be deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which the Exchange Agent and/or the Escrow Agent may reasonably request, and (ii) all holders of Company Share Options and Company Warrants and their respective addresses, as reflected in the Company’s records, whether each such holder is an employee or not an employee, the number of shares of Company Ordinary Shares or Company Preferred Shares underlying each such Company Share Option and Company Warrant, the grant dates Seller upon release of such shares in accordance with and subject to Section 2.6, (G) such Company Share Options and Seller’s Holdback Pro Rata Portion, (H) such Company Warrants and Seller’s Pro Rata Portion, (I) the vesting arrangement amount of any required withholding on account of Taxes with respect to such Company Share Options Seller’s Individual Purchase Price Amount, and (J) the wire transfer instructions of such Company Warrants and indicating, Seller with respect to the payments to be made by Buyer pursuant to Section 2.4. No consent or approval of Buyer in respect of the Payment Spreadsheet shall be required in and of itself as a condition to Closing. (b) Buyer, any paying agent engaged by Buyer, and, following the Closing, the Company, may rely on the instructions of the Sellers’ Representative for distributions of cash and issuances of Buyer Common Stock and shall have no responsibility or liability with respect thereto; provided, that the distribution and issuance instructions of the Sellers’ Representative are followed. Buyer shall, or shall cause a paying agent engaged by Buyer to, make distributions of cash and issuances of Buyer Common Stock after the Closing to the Company Seller in the same form and in accordance with the same wiring instructions or delivery addresses, as applicable, as such distributions were made to each Company Share Option, whether such Company Share Options are incentive stock options Seller in connection with the Closing, except as otherwise indicated in any update delivered to Buyer by the Sellers’ Representative to reflect any assignments or non-qualified stock options and such other information relevant thereto changes in factual information. Upon Buyer making each aggregate payment or which Acquiror may reasonably request. The issuance of Buyer Common Stock, required of it under this Agreement to the Company shall deliver Seller in accordance with the final Payment Spreadsheet three Business Days delivered by the Sellers’ Representative prior to the Closing Dateas provided herein, Buyer shall have fulfilled its obligations with respect to such payments and issuances, as applicable. Buyer shall have, neither directly nor indirectly through the Company following the Closing, no liability whatsoever with respect to the allocation of the distribution of the payments of the Adjusted Equity Value among the Company Sellers. (c) No party to this Agreement shall take any tax or other position that is contrary to the allocations set forth in the Payment Spreadsheet unless otherwise required by Applicable Law.