Common use of Spreadsheet Clause in Contracts

Spreadsheet. (a) TopCo has delivered to Buyer a spreadsheet in substantially the form of Annex V attached hereto (the “Payment Spreadsheet”) setting forth the following information, in a form reasonably satisfactory to Buyer: (i) a calculation of the Initial Merger Consideration and each component thereof; and (ii) with respect to each TopCo Seller: (A) the name and address of such TopCo Seller, (B) the number and class of all shares of TopCo Stock held by such TopCo Seller, (C) the portion of the Cash 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 Options 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)) to be issued to such 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 1st Anniversary Holdback Shares to be issued to such TopCo Seller upon release of such shares in accordance with and subject to Section 4.5, which shall be allocated among the TopCo Stock and the 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 TopCo Seller’s share of the Merger Consideration, and (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 such TopCo 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 other changes in factual information. Upon Buyer making each aggregate payment or issuance of Buyer Common Stock, required of it under this Agreement to the TopCo Seller in accordance with the final Payment Spreadsheet delivered by the Sellers’ Representative prior to the Closing as 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 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 Closing, a spreadsheet (the “Spreadsheet”) in the form provided by Purchaser prior to the Closing, reasonably acceptable to Purchaser, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Closing: (a) TopCo has the name of the Selling Shareholders and Company Option holders as of the Agreement Date and their respective addresses and where available, taxpayer identification numbers; (b) the number of Company Shares held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; and (d) the calculation of the number of Purchaser Securities to be delivered to Buyer a spreadsheet in substantially each Selling Shareholder (including whether and to what extent such Purchaser Shares will consist of Purchaser Common Stock and Purchaser Series A Preferred Stock) and the form number of Annex V attached hereto (shares of Purchaser Common Stock to be delivered to each Company Option holder. The Spreadsheet calculations shall account for the “Payment Spreadsheet”) setting 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 following information, in a form reasonably satisfactory Purchaser Securities issuable to Buyer: the Purchaser. B = The sum of (i) a calculation the total shares of Purchaser Common Stock and portion of the Initial Merger Consideration and each component thereof; warrants as set forth in the Spreadsheet, and (ii) with respect to each TopCo Seller: the Purchaser Securities. C = B (A) the name and address of such TopCo Seller, (B) the number and class of all shares of TopCo Stock held by such TopCo Seller, (C) the portion of the Cash 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 Options held by such TopCo Seller as set forth on above) less the Payment Spreadsheet, (D) the portion of the Stock Consideration (as defined in Section 3.2(b)) to be issued to such 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 1st Anniversary Holdback Shares to be issued to such TopCo Seller upon release of such shares in accordance with and subject to Section 4.5, which shall be allocated among the TopCo Stock and the 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 TopCo Seller’s share of the Merger Consideration, and (I) the wire transfer instructions of such TopCo Seller with respect Purchaser Securities issuable 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 ClosingPurchaser. (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 such TopCo 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 other changes in factual information. Upon Buyer making each aggregate payment or issuance of Buyer Common Stock, required of it under this Agreement to the TopCo Seller in accordance with the final Payment Spreadsheet delivered by the Sellers’ Representative prior to the Closing as 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. (a) TopCo has delivered For purposes of effecting the payments contemplated by this Article II, at least three Business Days prior to the Closing Date, the Company will provide to the Buyer a spreadsheet in substantially the form of Annex V attached hereto (the “Payment Spreadsheet”” ) setting forth the following information, in a form reasonably satisfactory acceptable to the Buyer: , which Spreadsheet will be certified on behalf of the Company by the Chief Executive Officer or Chief Financial Officer of the Company as complete, correct, and in accordance with this Agreement, the Company’s stock ledgers and other records and the Plan Participant Agreements, which shall separately list, as of the Closing, (i) a calculation all holders of outstanding capital stock of the Initial Merger Consideration Company and their respective addresses, the class, series (if applicable), and number of Shares held by such stockholders, the amount of cash payable to such holders pursuant to this Article II at Closing, such holders’ Pro Rata Portion of the Escrow Fund and the [* * *], and the amounts to be withheld from the consideration payable to each component thereof; such stockholder, if any, including the type and amount of each Tax to be withheld, (ii) with respect to each TopCo Seller: (A) all Plan Participants, the name and address of such TopCo Seller, (B) the number and class of all shares of TopCo Stock held by such TopCo Seller, (C) the portion Plan Participant Share of the Cash Consideration (as defined in Section 3.2(a)(iii)) to be paid to such TopCo SellerClosing Purchase Price, which shall be allocated among the TopCo Stock and the Options 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)) to be issued to such 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 1st Anniversary Holdback Shares to be issued to such TopCo Seller upon release of such shares in accordance with and subject to Section 4.5, which shall be allocated among the TopCo Stock and the 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 cash payable to such TopCo Seller’s share of the Merger Consideration, and (I) the wire transfer instructions of such TopCo Seller each Plan Participant pursuant to this Article II with respect to the payments Plan Participant Share of the Closing Purchase Price at Closing and the amount to be made by withheld from such payment to each such Plan Participant, including the type and amount of each Tax to be withheld and the amount of holiday allowance to be withheld, and (iii) such other information relevant thereto which the Buyer pursuant to Section 2.3may reasonably request. No consent or approval Within three Business Days following determination of Buyer in respect each of the Payment Spreadsheet shall be required in Underpayment, if any, and of itself as a condition to Closing. (b) Buyerthe Final Additional Consideration, any paying agent engaged by Buyer, and, following the Closingif any, the Surviving CorporationSellers’ Representative will provide to the Buyer an update of the Spreadsheet (the “Updated Spreadsheet” ), may rely which Updated Spreadsheet will be certified on the instructions behalf of the Sellers’ Representative for distributions of cash and issuances of Buyer Common Stock and shall have no responsibility or liability with respect thereto; providedas complete, that the distribution and issuance instructions of the Sellers’ Representative are followed. Buyer shallcorrect, 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 this Agreement and the same wiring instructions Plan Participant Agreements, which shall list, as of the date of the delivery thereof, the Plan Participant Share of the Underpayment, if any, or delivery addressesthe Final Additional Consideration, if any, as applicable, as such distributions were made the names of all Plan Participants, the amount of cash payable to each such TopCo Seller in connection with the Closing, except as otherwise indicated in any update delivered Plan Participant pursuant to Buyer by the Sellers’ Representative to reflect any assignments or other changes in factual information. Upon Buyer making each aggregate payment or issuance of Buyer Common Stock, required of it under this Agreement to the TopCo Seller in accordance with the final Payment Spreadsheet delivered by the Sellers’ Representative prior to the Closing as 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 Article II with respect to the allocation Plan Participant Share of the distribution Underpayment, if any, or the Final Additional Consideration, if any, as applicable, and the amount to be withheld from each such payment to each such Plan Participant, including the type and amount of each Tax to be withheld and the payments amount of the Merger Consideration among the TopCo Sellers. (c) No party holiday allowance to this Agreement shall take any tax or other position that is contrary to the allocations be withheld. All amounts set forth in the Payment Spreadsheet unless otherwise required by Applicable Law 2.7and the Updated Spreadsheets shall be expressed in US Dollars.

Spreadsheet. (a) TopCo has delivered to Buyer a spreadsheet in substantially the form of Annex V attached hereto (the “Payment Spreadsheet”) setting forth the following information, in a form reasonably satisfactory to Buyer: : (i) a calculation of the Initial Merger Consideration and each component thereof; and and (ii) with respect to each TopCo Seller: (A) the name and address of such TopCo Seller, (B) the number and class of all shares of TopCo Stock held by such TopCo Seller, (C) the portion of the Cash 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 Options 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)) to be issued to such 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 1st Anniversary Holdback Shares to be issued to such TopCo Seller upon release of such shares in accordance with and subject to Section 4.5, which shall be allocated among the TopCo Stock and the 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 TopCo Seller’s share of the Merger Consideration, and (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 such TopCo 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 other changes in factual information. Upon Buyer making each aggregate payment or issuance of Buyer Common Stock, required of it under this Agreement to the TopCo Seller in accordance with the final Payment Spreadsheet delivered by the Sellers’ Representative prior to the Closing as 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 2.7Law

Spreadsheet. (a) TopCo has delivered to Buyer Primaeva shall deliver a spreadsheet in substantially the form of Annex V attached hereto as Schedule 6.10 (as the same may be updated as described below, the “Payment Spreadsheet”) setting forth ), which spreadsheet shall be certified as complete and correct by the following informationChief Executive Officer and Chief Financial Officer of Primaeva as of the Closing and which shall separately list, in a form reasonably satisfactory to Buyer: as of the Closing, (i) a calculation all Primaeva Stockholders and Plan Participants, and as applicable, their respective addresses of the Initial Merger Consideration and each component thereof; and (ii) with respect to each TopCo Seller: (A) the name and address of such TopCo Sellerrecord, (B) the number and class of all shares of TopCo Primaeva Capital Stock held by such TopCo Sellerpersons (including the respective certificate numbers), (C) the portion date of the Cash 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 Options 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)) to be issued to such 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 1st Anniversary Holdback Shares to be issued to such TopCo Seller upon release acquisition of such shares in accordance with and subject to Section 4.5shares, which shall be allocated among the TopCo Stock and the 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 the Initial Payment Share, Primaeva Expenses Share, Escrow Amount Share, Stockholder Initial Actual Cash Payment, Plan Participant Initial Actual Cash Payment, Milestone I Payment, Milestone II Payment and Milestone III Payment applicable to such TopCo Seller’s share of the Merger ConsiderationPrimaeva Stockholder and Plan Participant, and such other information relevant thereto or which Syneron may reasonably request, (Iii) all Primaeva Stock Options and Primaeva Warrants that have been exercised and the wire transfer instructions name 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 such TopCo Seller in connection with Primaeva Optionholder or Primaeva Warrant and all Primaeva Stock Options and Primaeva Warrants that have not been exercised and the Closing, except as otherwise indicated in any update delivered to Buyer by name of each such Primaeva Optionholder or Primaeva Warrant. Primaeva shall deliver the Sellers’ Representative to reflect any assignments or other changes in factual information. Upon Buyer making each aggregate payment or issuance of Buyer Common Stock, required of it under this Agreement to the TopCo Seller in accordance with the final Payment Spreadsheet delivered by the Sellers’ Representative two (2) Business Days prior to the Closing Date. The certification of the completeness and correctness of the Spreadsheet as provided herein, Buyer shall have fulfilled its obligations with respect of the Closing will be based on the assumption that there are no changes in the information required to such payments be set forth therein between the date of delivery and issuances, as applicable. Buyer shall have, neither directly nor indirectly through the Surviving Corporation following the Closing. Primaeva will use commercially reasonable efforts to avoid the occurrence of any such changes and will deliver an updated Spreadsheet, similarly certified, promptly after the occurrence of any such changes; provided, however, that no liability whatsoever with respect updates may be made to the allocation Spreadsheet after the Effective Time, except that the Securityholder Representative may update it to the extent necessary to reflect the release of the distribution Indemnification Escrow Fund, the Securityholder Representative’s Reserve and as contemplated under Section 2.7(a)(iii). Upon delivery of the payments of the Merger Consideration among the TopCo SellersSpreadsheet, Schedule 2.7(a) shall be updated accordingly. (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. (a) TopCo has delivered At least two (2) Business Days prior to the Closing Date, the Sellers shall deliver to Buyer a spreadsheet in substantially the form of Annex V attached hereto (the “Payment Spreadsheet”) setting forth the following information, in a form reasonably satisfactory acceptable to Buyer: Buyer and accompanied by reasonable documentation in support of all calculations and information set forth therein, including: (i) a The calculation of the Initial Merger Closing Consideration and each component thereof; and in accordance with Section 2.1, including all Leakage; (ii) with respect to each TopCo SellerSeller that receives any portion of the Closing Consideration pursuant to Section 2.1, as of immediately prior to the Closing: (A) the name name, address and email address of such TopCo Seller, ; (B) whether such Seller is a current or former employee of the number and class of all shares of TopCo Stock held by such TopCo Seller, Company or any Company Subsidiary; (C) the portion number, class and series of the Cash 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 Options Company Shares held by such TopCo Seller as set forth on and the Payment Spreadsheet, respective certificate numbers; (D) the portion date of the Stock Consideration (as defined in Section 3.2(b)) to be issued to acquisition of such 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, shares; (E) amount of any Taxes to be withheld in accordance with Section 2.4 from the consideration that such holder is entitled to receive; (F) whether the Seller has exercised Company Options in accordance with the Option Notice; and (G) the final Pro Rata Portion of such Seller and the number of 1st Anniversary Holdback Shares shares of Buyer Common Stock to be issued delivered to such TopCo Seller upon release at Closing pursuant to the terms of such shares this Agreement; (iii) wire or other payment instructions for all other cash amounts to be paid by Buyer in accordance with and subject this Agreement, including any Third Party Expenses that Buyer is to Section 4.5pay, which shall or cause to be allocated among paid, following the TopCo Stock and the Options held by such TopCo Seller as set forth Closing on the Payment Spreadsheet, Company’s behalf; and (Fiv) such TopCo Seller’s Holdback Shares Pro Rata Portion or portion any other information reasonably requested by Buyer prior to delivery of the Holdback Consideration Cash AmountSpreadsheet for the purposes of making the payments, (G) such TopCo Seller’s Pro Rata Portion, (H) or issuing the amount of any required withholding on account of Taxes with respect to such TopCo Seller’s share of the Merger Consideration, and (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 shares of Buyer in respect of the Payment Spreadsheet shall be required in and of itself as a condition to ClosingCommon Stock, contemplated by this Agreement. (b) BuyerNotwithstanding anything to the contrary in this Agreement or any investigation or examination conducted, or any paying agent engaged knowledge possessed or acquired, by Buyeror on behalf of Buyer or any of its Affiliates or its or their Representatives, andor any disclosure made by or on behalf of the Company, following (i) it is expressly acknowledged and agreed by the Closing, the Surviving Corporation, may Sellers that Buyer and its Affiliates and its and their Representatives shall be entitled to rely on the instructions Spreadsheet without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance therewith, and (ii) in no event shall Buyer or any of its Affiliates or Representative have any liability to any Person for any alleged inaccuracy or miscalculations in, or otherwise relating to, the preparation of the Sellers’ Representative for distributions of cash Spreadsheet 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 shallallocation set forth therein, or shall cause a payments made by any Person (including Buyer, the Company, and their respective Affiliates or Representatives, including any other applicable exchange agent or 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 agent) in accordance with the same wiring instructions or delivery addresses, as applicable, as such distributions were made to each such TopCo 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 other changes in factual information. Upon Buyer making each aggregate payment or issuance of Buyer Common Stock, required of it under this Agreement to the TopCo Seller in accordance with the final Payment Spreadsheet delivered by the Sellers’ Representative prior to the Closing as 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 SellersSpreadsheet. (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. (a) TopCo has delivered to Buyer Attached hereto as Schedule 1.5 is a spreadsheet in substantially the form of Annex V attached hereto (the “Payment Spreadsheet”), which includes with respect to each Seller: (i) setting forth such Seller’s name, address and email address; (ii) the following informationnumber, class and series of shares of Company Capital Stock held by such Person and the name of any Person with any community or marital property interest therein; (iii) the respective certificate number(s) representing such shares; (iv) the respective date(s) of acquisition of such shares; (v) the portion of the Purchase Price to be paid to such Seller at the Closing; (vi) whether any Taxes are required to be withheld from the Purchase Price payable to such Seller (but not the amount of Tax withholding required; and assuming for this purpose that (A) the Company delivers the FIRPTA Certificate in accordance with Section 4.6, and (B) each Seller delivers an IRS Form W-9 or the appropriate series of IRS Form W-8, or another exemption applies, such that no withholding is required pursuant to Section 3406 of the Code); and (vii) such other information as Purchaser may reasonably request. (b) Not later than three (3) Business Days prior to the Closing Date, the Company will prepare and deliver to Purchaser (i) an estimated schedule of all Liabilities of the Company as of the close of business on the day immediately preceding the Closing Date (the “Estimated Closing Date Schedule”) including the Company’s good faith estimate of (A) the amount of Indebtedness of the Company and its Subsidiaries as of immediately prior to the Closing (the “Estimated Indebtedness”) and (B) the total Acquisition Expenses (the “Estimated Acquisition Expenses”). The Estimated Closing Date Schedule will be prepared in good faith in accordance with this Section 1.5 and will be subject to Purchaser’s review, comment and approval. The Estimated Closing Date Schedule will be accompanied by all relevant backup materials and schedules reasonably requested by Purchaser, including final invoices for all Acquisition Expenses and written payment instructions for all Indebtedness, Acquisition Expenses and Closing Consideration. (c) Not less than three (3) Business Days prior to the Closing Date the Company will prepare and deliver to Purchaser, in a form reasonably satisfactory acceptable to Buyer: (i) a calculation of the Initial Merger Consideration and each component thereof; and (ii) with respect to each TopCo Seller: (A) the name and address of such TopCo SellerPurchaser, (B) the number and class of all shares of TopCo Stock held an updated Spreadsheet that reflects any changes permitted by such TopCo Sellerthis Agreement, (C) the portion of the Cash 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 Options 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)) to be issued to such 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 1st Anniversary Holdback Shares to be issued to such TopCo Seller upon release of such shares in accordance with and subject to Section 4.5, which shall be allocated among the TopCo Stock and the 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 including any required withholding on account of Taxes with respect to such TopCo Seller’s share of the Merger Consideration, and (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 such TopCo 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 other changes in factual information. Upon Buyer making each aggregate payment or issuance of Buyer Common Stock, required of it under this Agreement to the TopCo Seller in accordance with the final Payment Spreadsheet delivered by the Sellers’ Representative prior to the Closing as 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 Consideration or the Surviving Corporation following the Closing, no liability whatsoever with respect portion thereof payable to the allocation Sellers as a result of changes in the Estimated Indebtedness or Estimated Acquisition Expenses. The Company will cause the Spreadsheet to be certified as true, complete and correct by the President of the distribution of Company (such certification, the payments of the Merger Consideration among the TopCo Sellers“Spreadsheet Certificate”). (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. (a) TopCo has delivered At least two (2) Business Days prior to the Closing, the Company shall deliver to Buyer a draft spreadsheet in substantially the form of Annex V Schedule I attached hereto (the “Payment Spreadsheet”) setting forth the following information, in a form reasonably satisfactory to Buyer: : (i) a calculation of the Initial Merger Consideration Adjusted Equity Value, the Purchase Price, and each component thereofof all of the foregoing; and and (ii) with respect to each TopCo Company Seller: (A) the name and address of such TopCo Company Seller, (B) the number and class of all shares of TopCo Stock Company Units held by such TopCo Company Seller, (C) the cash portion of the Cash Consideration (as defined in Section 3.2(a)(iii)) to be paid to such TopCo Company Seller, which shall be allocated among the TopCo Stock and the Options held by such TopCo Seller as set forth on the ’s Individual Closing Payment SpreadsheetAmount, (D) the Buyer Common Stock portion of the Stock Consideration (as defined in Section 3.2(b)) to be issued to such TopCo Company Seller, which shall be allocated among the TopCo Stock and the Options held by such TopCo Seller as set forth on the ’s Individual Closing Payment SpreadsheetAmount, (E) each Retained Unitholder’s Put/Call Amount, (F) the number of 1st Anniversary Holdback Shares to be issued to such TopCo Company Seller upon release of such shares in accordance with and subject to Section 4.5, which shall be allocated among the TopCo Stock and the 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 Amount2.6, (G) such TopCo Company Seller’s Holdback Pro Rata Portion, (H) such Company Seller’s Pro Rata Portion, (HI) the amount of any required withholding on account of Taxes with respect to such TopCo Company Seller’s share of the Merger ConsiderationIndividual Purchase Price Amount, and (IJ) the wire transfer instructions of such TopCo Company Seller with respect to the payments to be made by Buyer pursuant to Section 2.32.4. 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 Surviving CorporationCompany, 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 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 such TopCo Company 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 other changes in factual information. Upon Buyer making each aggregate payment or issuance of Buyer Common Stock, required of it under this Agreement to the TopCo Company Seller in accordance with the final Payment Spreadsheet delivered by the Sellers’ Representative prior to the Closing as 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 Company following the Closing, no liability whatsoever with respect to the allocation of the distribution of the payments of the Merger Consideration Adjusted Equity Value among the TopCo 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 2.7Law.

Spreadsheet. NMI will cause to be prepared and delivered to Buyer, five (5) Business Days before the Closing, a spreadsheet, in the form set forth on Exhibit D, dated and setting forth as of the Closing, the following factual information relating to holders of NMI Capital Stock and securities convertible into or exchangeable for NMI Capital Stock: (a) TopCo has delivered the names and addresses of all the Rights Holders and holders of Unvested Options; (b) the number of shares of NMI Capital Stock held by, the number and series of each share of NMI Preferred Stock held by, the number of shares of NMI Capital Stock subject to Buyer a spreadsheet in substantially the form NMI Stock Options (and whether such NMI Stock Options are Vested Options or Unvested Options) held by, the number of Annex V attached hereto (shares of NMI Capital Stock subject to Warrants held by, and the “Payment Spreadsheet”) setting forth the following informationnumber of shares of NMI Capital Stock subject to Convertible Debt held by, such Persons and, in a form reasonably satisfactory to Buyer: the case of outstanding shares, the respective certificate numbers; (c) the exercise, warrant or conversion price per share in effect for each Stock Option, Warrant and Convertible Debt; (d) the Per Share Common Aggregate Consideration, Per Share Series A Aggregate Consideration, Per Share Series B Aggregate Consideration, Per Share Series C Aggregate Consideration, Per Share Series D Aggregate Consideration, Per Share Series 1 Aggregate Consideration, Per Share Vested Option Net Aggregate Consideration, Common Warrant Net Aggregate Consideration, Series D Warrant Net Aggregate Consideration, and Series A Warrant Net Aggregate Consideration; (e) the Per Share Common Closing Consideration, Per Share Series A Closing Consideration, Per Share Series B Closing Consideration, Per Share Series C Closing Consideration, Per Share Series D Closing Consideration, and Per Share Series 1 Closing Consideration; (f) the Per Share Common Escrow Amount, Per Share Series A Escrow Amount, Per Share Series B Escrow Amount, Per Share Series C Escrow Amount, Per Share Series D Escrow Amount, Per Share Series 1 Escrow Amount, Per Share Vested Option Escrow Amount, Common Warrant Escrow Amount, Series D Warrant Escrow Amount, and Series A Warrant Escrow Amount; (g) the Per Share Common Representative Expense Amount, Per Share Series A Representative Expense Amount, Per Share Series B Representative Expense Amount, Per Share Series C Representative Expense Amount, Per Share Series D Representative Expense Amount, Per Share Series 1 Representative Expense Amount, Per Share Vested Option Representative Expense Amount, Common Warrant Representative Expense Amount, Series D Warrant Representative Expense Amount, and Series A Warrant Representative Expense Amount; (h) the number of Fully-Diluted Shares; (i) a calculation the aggregate portion of the Initial Aggregate Merger Consideration and each component thereof; and (ii) with respect issuable to each TopCo Seller: (A) Rights Holder in exchange for the name NMI Capital Stock, Vested Options, Warrants and address of such TopCo Seller, (B) the number and class of all shares of TopCo Stock Convertible Debt held by such TopCo Seller, Persons; (Cj) the portion of the Cash Aggregate Merger Consideration (as defined payable in Section 3.2(a)(iii)) cash at the Closing to be paid to such TopCo Sellereach Rights Holder in exchange for the NMI Capital Stock, which shall be allocated among the TopCo Stock Vested Options, Warrants and the Options Convertible Debt held by such TopCo Seller as set forth on the Payment Spreadsheet, Persons; (Dk) the portion of the Stock Consideration (as defined in Section 3.2(b)) to be issued to such TopCo Seller, which shall be allocated among the TopCo Stock Escrow Amount and the Options Representative Expense Amount for which Rights Holder is responsible; (l) each Rights Holder’s Pro Rata Share (calculated as of the Closing Date); (m) the calculation of the First Earnout Per Share Payment and Second Earnout Per Share Payment payable to participating Rights Holders, assuming the earnout is earned in full; (n) the number or fraction of shares of NMI Common Stock into which a share of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred and Series 1 Preferred can be converted; and (o) the withholding Tax, if any, applicable to the payment to each Rights Holder of their respective portion of (i) the Aggregate Merger Consideration payable at Closing, (ii) the Escrow Amount, and (iii) the Representative Expense Amount in exchange for the NMI Capital Stock, Vested Options, Warrants and Convertible Debt held by such TopCo Seller as set forth on Persons (the Payment “Spreadsheet”). Buyer shall be fully and unconditionally entitled to rely upon, (E) the number of 1st Anniversary Holdback Shares to be issued to such TopCo Seller upon release of such shares without further investigation or inquiry, and shall only make payments under this Agreement in accordance with and subject to Section 4.5with, which shall be allocated among the TopCo Stock and the 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 TopCo Seller’s share of the Merger Consideration, and (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 liability for, any inaccuracies or liability with respect thereto; providedmisstatements contained in, that the distribution Spreadsheet. Each Rights Holder expressly and issuance instructions of forever hereby waives and releases Buyer from any such liability, whether arising in contract, tort or otherwise, related to or arising from the Sellers’ Representative are followed. Buyer shall, or shall cause a paying agent engaged by Buyer to, make distributions of cash calculations 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 such TopCo 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 other changes in factual information. Upon Buyer making each aggregate payment or issuance of Buyer Common Stock, required of it under this Agreement to the TopCo Seller in accordance with the final Payment Spreadsheet delivered by the Sellers’ Representative prior to the Closing as 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 determinations set forth in the Payment Spreadsheet unless otherwise required by Applicable Law 2.7to the extent that Buyer makes payments thereunder consistent with the Spreadsheet.

Spreadsheet. (a) TopCo has delivered The Company shall prepare and deliver to Buyer Parent, a spreadsheet in substantially the form of Annex V attached hereto (the “Payment Spreadsheet”) setting forth the following information, in a form and substance reasonably satisfactory to Buyer: Parent, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (i) a calculation the names of all Company Shareholders and their respective street and e-mail addresses (if available), telephone number (if available), taxpayer identification numbers (if any) and bank information (if available) (including the Initial Merger Consideration respective bank name and each component thereof; number, branch name and address, swift number, account number and other wire transfer information); (ii) with respect to each TopCo Seller: (A) the name and address of such TopCo Seller, (B) the number and class of all shares of TopCo Stock Company Shares held by such TopCo Seller, each Company Shareholder; (Ciii) the portion calculation of the Per Share Consideration, the Per Share Cash 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 Options held by such TopCo Seller as set forth on the Payment Spreadsheet, Per Share Stock Consideration; (Div) the portion calculation of the Closing Stock Consideration Consideration, Aggregate Cash Consideration, Fully-Diluted Company Shares and Per Share Consideration; (as defined in Section 3.2(b)) to be issued to such 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, (Ev) the number status of 1st Anniversary Holdback Shares to be issued to such TopCo Seller upon release of such shares each Company Shareholder as a Non-Qualified Company Securityholder or a Qualified Company Securityholder as notified by Parent in accordance with and subject to Section 4.5, which shall be allocated among 6.8; (vi) the TopCo Stock and calculation of the 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 Share and Pro Rata Share of the Holdback Consideration Cash Amount, Escrow Amounts of each Company Shareholder; (Gvii) such TopCo Seller’s Pro Rata Portion, any withholding and reallocation of proceeds in accordance with the Shareholder Payment Letter; and (Hviii) the amount of any required withholding on account of Taxes with respect to such TopCo Seller’s share of the Merger Consideration, and (I) the a funds flow memorandum setting forth applicable wire transfer instructions of such TopCo Seller with respect each Person who will receive a payment on the Closing Date pursuant to Article I. (b) The Company shall prepare and deliver to Parent a draft of the Spreadsheet not later than five Business Days prior to the payments Closing Date (and the Company shall consider in good faith any reasonable comments delivered by Parent and its Representatives (provided, that, in no event shall the failure to agree on the Spreadsheet be 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 deemed a condition to Closing. (b)) Buyer, any paying agent engaged by Buyer, and, following the Closing, the Surviving Corporation, may rely on the instructions and a final version 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 Spreadsheet 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 such TopCo 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 other changes in factual information. Upon Buyer making each aggregate payment or issuance of Buyer Common Stock, required of it under this Agreement to the TopCo Seller in accordance with the final Payment Spreadsheet delivered by the Sellers’ Representative Parent not later than two Business Days prior to the Closing Date. Without limiting the foregoing, the Company shall provide to Parent, together with the Spreadsheet, such supporting documentation, information and calculations as provided hereinare reasonably necessary for Parent to verify and determine the calculations, Buyer shall have fulfilled its obligations with respect to such payments amounts 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 matters set forth in the Payment Spreadsheet unless otherwise required by Applicable Law 2.7Spreadsheet.

Spreadsheet. (a) TopCo has delivered to Buyer Reliant shall deliver a spreadsheet in substantially the form of Annex V attached hereto as Schedule 6.18 (as the same may be updated as described below, the “Payment Spreadsheet”) setting forth ), which spreadsheet shall be certified as complete and correct by the following informationChief Executive Officer and Chief Financial Officer of Reliant as of the Closing and which shall separately list, in a form reasonably satisfactory to Buyer: as of the Closing, (i) a calculation all Reliant Stockholders and their respective addresses of the Initial Merger Consideration and each component thereof; and (ii) with respect to each TopCo Seller: (A) the name and address of such TopCo Sellerrecord, (B) the number and class of all shares of TopCo Reliant Capital Stock held by such TopCo Sellerpersons (including the respective certificate numbers), (C) the portion date of acquisition of such shares, whether such shares of Reliant Capital Stock are Reliant Restricted Shares and, to the extent such shares are Reliant Restricted Shares, the applicable vesting schedule, the number of shares of Thermage Common Stock to be issued to each Reliant Stockholder and the amount of the Cash Consideration (as defined in Section 3.2(a)(iii)) to be paid payable to such TopCo SellerReliant Stockholder, which shall be allocated among the TopCo Stock and the Options 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)) to be issued to such 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 1st Anniversary Holdback Shares to be issued to such TopCo Seller upon release of such shares in accordance with and subject to Section 4.5, which shall be allocated among the TopCo Stock and the 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 SellerReliant Stockholder’s Pro Rata Portion, (H) the amount of any required withholding Escrow Cash that shall be contributed to the Indemnification Escrow Fund on account behalf of Taxes with respect such Reliant Stockholder and such other information relevant thereto or which the Exchange Agent may reasonably request, (ii) all holders of Reliant Stock Options and their respective addresses, the number of shares of Reliant Capital Stock underlying each such Reliant Stock Option, the exercise price of such Reliant Stock Options and the amount of the Option Proceeds payable to such TopCo SellerReliant Optionholder, such Reliant Optionholder’s share Pro Rata Portion and the amount of Escrow Cash that shall be contributed to the Indemnification Escrow Fund on behalf of such Reliant Optionholder and such other information relevant thereto or which Thermage may reasonably request, (iii) all holders of Reliant RSUs and their respective addresses, the number of shares of Reliant Common Stock issuable upon vesting of such Reliant RSU and the amount of the Merger ConsiderationRSU Proceeds payable to such holder of Reliant RSUs, such holder of Reliant RSUs’ Pro Rata Portion and (I) the wire transfer instructions amount of Escrow Cash that shall be contributed to the Indemnification Escrow Fund on behalf of such TopCo Seller with respect holder of Reliant RSUs and such other information relevant thereto or which Thermage may reasonably request, (iii) all holders of Reliant Warrants and their respective addresses, whether such Reliant Warrant is an Assumed Warrant, the class or series of Reliant Capital Stock issuable upon exercise of the Reliant Warrant, the number of shares of Reliant Capital Stock underlying each such Reliant Warrant, the exercise price of such Reliant Warrant, the number of shares of Thermage Common Stock to be issued to each Reliant Warrantholder, the amount of the Cash Consideration payable to such Reliant Warrantholder, such Reliant Warrantholder’s Pro Rata Portion, the amount of Escrow Cash that shall be contributed to the payments to be made by Buyer pursuant to Section 2.3. No consent Indemnification Escrow Fund on behalf of such Reliant Warrantholder and such other information relevant thereto or approval of Buyer in respect of which the Payment Exchange Agent may reasonably request, Reliant shall deliver the Spreadsheet shall be required in and of itself as a condition to Closing. three (b3) 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 such TopCo 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 other changes in factual information. Upon Buyer making each aggregate payment or issuance of Buyer Common Stock, required of it under this Agreement to the TopCo Seller in accordance with the final Payment Spreadsheet delivered by the Sellers’ Representative Business Days prior to the Closing Date. The certification of the completeness and correctness of the Spreadsheet as provided herein, Buyer shall have fulfilled its obligations with respect of the Closing will be based on the assumption that there are no changes in the information required to such payments be set forth therein between the date of delivery and issuances, as applicable. Buyer shall have, neither directly nor indirectly through the Surviving Corporation following the Closing. Reliant will use commercially reasonable efforts to avoid the occurrence of any such changes and will deliver an updated Spreadsheet, similarly certified, promptly after the occurrence of any such changes; provided, however, that no liability whatsoever with respect updates may be made to the allocation of Spreadsheet after the distribution of the payments of the Merger Consideration among the TopCo SellersEffective Time. (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