Common use of Closing Spreadsheet Clause in Contracts

Closing Spreadsheet. The Company shall deliver to Buyer, not less than five (5) Business Days prior to the Closing Date, a spreadsheet in a form reasonably acceptable to Buyer, which shall include the information set forth below and shall be certified as complete, true and correct as of the Closing Date by the Chief Executive Officer of the Company (the “Spreadsheet”). (a) With respect to each holder of Company Capital Stock, (i) such Person’s name, domicile address (to the extent available), and email address, (ii) the number, class and series of Company Capital Stock held by such Person, (iii) the respective certificate number(s) representing such shares, (iv) respective date(s) of acquisition of such shares, (v) whether such Person is a Participating Holder, (vi) the aggregate amount of cash payable to such Person pursuant to Section 2.6(b), (vii) the aggregate amount of shares of Buyer Common Stock, to be issued to such Person at the Closing in respect of such shares pursuant to Section 2.6(b), (viii) such Person’s Pro Rata Share and the portion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share and (iv) such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share. (b) With respect to each holder of an In-the-Money Warrant, (i) such Person’s name, domicile address (to the extent available), and email address, (ii) the number, class and series of Company Capital Stock issuable upon the exercise of such unexercised In-the-Money Warrant held by such Person, (iii) the exercise price of such In-the-Money Warrant, (iv) respective date(s) of acquisition of such In-the-Money Warrant, (v) the aggregate amount of Per Warrant Consideration payable to such Person, (vi) such Person’s Pro Rata Share and the portion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share and (vii) such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share. (c) With respect to each holder of an unexercised Company Option (i) such Person’s name, domicile address (to the extent available), and email address, (ii) the type and number of shares of Company Capital Stock issuable upon the exercise of each unexercised Company Option held by such Person, (iii) the respective exercise price per share of Company Capital Stock purchasable under such unexercised Company Options, (iv) the respective grant date(s) of such unexercised Company Options and the term of such Company Options, (v) whether such unexercised Company Options are incentive stock options or non-qualified stock options, (vi) in the case of Vested Company Options, the portion of the Per Vested Company Option Consideration to be paid to the holder at Closing, (vii) in the case of Vested Company Options, such Person’s Pro Rata Share and the portion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share, (viii) in the case of Vested Company Options, such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share, (ix) whether income or employment Tax withholding is required and (x) in the case of Unvested Company Options, the number of shares of Buyer Common Stock such Assumed Option shall exercisable into and the exercise price of such Assumed Option. (d) With respect to each Key Employee, in addition to any information required by the foregoing Sections 2.15(a) through (d), applicable to such Key Employee, (i) such Key Employee’s Key Retention Holdback Amount and (ii) the amounts due to such Key Employee on each of such Key Employee’s Retention Vesting Date.

Closing Spreadsheet. The Company shall prepare and deliver to BuyerAcquirer and the Paying Agent, not less no later than five three (53) Business Days prior to the Closing DateClosing, a spreadsheet (the “Closing Spreadsheet”), in a form reasonably acceptable to BuyerAcquirer and the Paying Agent, which shall include the information set forth below and spreadsheet shall be certified as complete, true and correct dated as of the Closing Date by the Chief Executive Officer and shall set forth all of the Company following information (in addition to the “Spreadsheet”other required data and information specified therein)., as of the Closing Date and immediately prior to the Effective Time: (a) With respect to each holder the names of all the Company Capital StockSecurityholders and their respective addresses and, where available, email addresses; (i) such Person’s name, domicile address (to the extent available), and email address, (iib) the number, class number and series kind of shares of Company Capital Stock held by by, or subject to the Company Options held by, such PersonPersons and, (iii) in the case of outstanding shares, the respective certificate number(snumbers; (c) representing the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to Company Options and Company Capital Stock (if any) and terms of the Company’s rights to repurchase such sharesCompany Capital Stock (including the repurchase price payable per share); (e) the calculation of Total Merger Consideration, Total Adjusted Merger Consideration, Founder Holdback Amount, Escrow Fund, Expense Fund, Per Share Amount, Closing Per Share Amount (ivwith respect to each Effective Time Holder), Escrow Per Share Amount, Expense Fund Per Share Amount and Founder Holdback Per Share Amount; (f) respective date(s) of acquisition of such shares, (v) whether such Person is a Participating with respect to each Effective Time Holder, (vi) the aggregate amount of cash payable to such Person Effective Time Holder pursuant to Sections 1.10(a)(i), 1.10(a)(ii) and 1.10(a)(iii); (g) with respect to each Company Optionholder, the aggregate Vested Company Option Cash Out Amount payable to such holder with respect to all Vested Company Options held by such Company Optionholder pursuant to Section 2.6(b1.10(a)(iv), ; (viih) the aggregate amount of shares of Buyer Common Stock, to be issued to such Person at the Closing in respect of such shares pursuant to Section 2.6(b), (viii) such Person’s Pro Rata Share and of each Effective Time Holder in the portion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share and (iv) such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share.Fund; (b) With respect to each holder of an In-the-Money Warrant, (i) such Person’s namethe wire transfer instructions with respect to payments by the Acquirer pursuant to Sections 1.10(a)(i), domicile address (to the extent available1.10(a)(ii), 1.10(b)(i), and email address, 1.10(c); (iij) the numberPersons to whom Estimated Company Indebtedness (with respect to indebtedness for borrowed money) and Estimated Company Transaction Expenses is owed and, class in each case, their respective payoff amounts and series of Company Capital Stock issuable upon the exercise of such unexercised In-the-Money Warrant held by such Person, (iii) the exercise price of such In-the-Money Warrant, (iv) respective date(s) of acquisition of such In-the-Money Warrant, (v) the aggregate amount of Per Warrant Consideration payable to such Person, (vi) such Person’s Pro Rata Share and the portion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share and (vii) such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share.wire transfer instructions; and (ck) With respect to a separate column indicating whether each holder of an unexercised Company Option (i) such Person’s name, domicile address (to the extent available), and email address, (ii) the type and number of shares of Company Capital Stock issuable upon the exercise of each unexercised Company Option held by such Person, (iii) the respective exercise price per share of Company Capital Stock purchasable under such unexercised Company Options, (iv) the respective grant date(s) of such unexercised Company Options and the term of such Company Options, (v) whether such unexercised Company Options are incentive stock options or non-qualified stock options, (vi) in the case of Vested Company Options, the portion of the Per Vested Company Option Consideration to Securityholder will be paid to the holder at Closing, (vii) in the case of Vested Company Options, such Person’s Pro Rata Share and the portion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share, (viii) in the case of Vested Company Options, such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share, (ix) whether income or employment Tax withholding is required and (x) in the case of Unvested Company Options, the number of shares of Buyer Common Stock such Assumed Option shall exercisable into and the exercise price of such Assumed Option. (d) With respect to each Key Employee, in addition to any information required by the foregoing Sections 2.15(a) Paying Agent or through (d), applicable to such Key Employee, (i) such Key Employee’s Key Retention Holdback Amount and (ii) the amounts due to such Key Employee on each of such Key Employee’s Retention Vesting DateCompany payroll.

Closing Spreadsheet. (a) The Company shall prepare and deliver to Buyer, not less than five (5) Business Days prior to Parent at the Closing Date, a stockholder payment spreadsheet in a substantially the form reasonably acceptable to Buyerattached hereto as Exhibit F (the “Stock Payment Spreadsheet”), which shall include the information set forth below and shall be certified in writing as complete, true complete and correct as of the Closing Date accurate by the Chief Executive Officer and the Chief Financial Officer of the Company, setting forth the following information: (i) the Series A Per Share Preference, the Series B Per Share Preference, the Aggregate Series A Liquidation Preference, the Aggregate Series B Liquidation Preference, the Aggregate Participation Amount, the Exchange Ratio, the Trading Price, the Fully Diluted Common Shares, the Aggregate Vested Exercise Price, the Company Debt, the Transaction Expenses, the Per Share Participation Amount and the Per Share Stock Holdback Consideration; and (ii) with respect to the Stock Holdback Stockholder, the number of shares of Parent Common Stock issuable to the Stock Holdback Stockholder in respect of all of the Stock Holdback Common Shares held by the Stock Holdback Stockholder immediately prior to the Effective Time, (broken down on a certificate-by-certificate basis and including certificate numbers), the date of acquisition of such shares and, for shares acquired on or after January 1, 2011, the tax basis of such shares; (iii) with respect to each Effective Time Stockholder (reflecting all Company Capital Stock issued upon exercise of Company Options or Company Warrants contingent on the Merger, if any): (A) the number of shares of Company Capital Stock of each class and series to be held by such Effective Time Stockholder as of immediately prior to the Effective Time (broken down on a certificate-by-certificate basis and including certificate numbers), the date of acquisition of such shares and, for shares acquired on or after January 1, 2011, the tax basis of such shares; (B) the aggregate portion of the Merger Consideration payable to such Effective Time Stockholder in respect of all of the shares of Company Capital Stock held by such Effective Time Stockholder as of immediately prior to the Effective Time (on a certificate-by-certificate basis); (C) the per share Indemnity Escrow Contribution Amount, the per share Expense Escrow Contribution Amount and the aggregate Indemnity Escrow Contribution Amount and Expense Escrow Contribution Amount to be contributed to the Escrow Funds, with respect to the shares of Company Capital Stock held by such Effective Time Stockholder as of immediately prior to the Effective Time; (D) the total amount of Taxes required under applicable Laws to be withheld from the portion of the Merger Consideration that such Effective Time Stockholder is entitled to receive pursuant to Section 1.7(b), if any; (E) the Closing Payment that such Effective Time Stockholder is entitled to receive (on a certificate-by-certificate basis); (F) the Pro Rata Portion of such Effective Time Stockholder; (G) the address of such Effective Time Stockholder where all amounts payable to such Effective Time Stockholder pursuant to this Agreement shall be mailed and, if known by the Company, wire transfer information for each such Effective Time Stockholder. (b) The Company shall prepare and deliver to Parent at the Closing an option payment spreadsheet in substantially the form included in Exhibit F attached hereto (the “Option Payment Spreadsheet”). (a) With , which shall be certified as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of the Company, setting forth the following information with respect to each holder of Company Capital StockOptions as of immediately prior to the Effective Time (reflecting all exercises of Company Options contingent on the Merger, if any): (i) the name of such Person’s name, domicile address (holder of Company Options as of immediately prior to the extent available), and email address, Effective Time; (ii) the number, class and series of shares of Company Capital Stock subject to the Company Options held by such Person, holder of Company Options (on an option-by-option basis) as of immediately prior to the Effective Time; (iii) the respective certificate number(s) representing exercise price applicable to each Company Option held by such shares, holder of Company Options as of immediately prior to the Effective Time (on an option-by-option basis); (iv) respective date(s) with respect to each Vested Company Option held by such holder as of acquisition of such shares, immediately prior to the Effective Time: (v) whether such Person is a Participating Holder, (viA) the aggregate amount of cash Option Merger Consideration payable to such Person pursuant to Section 2.6(b), (vii) the aggregate amount of shares of Buyer Common Stock, to be issued to such Person at the Closing holder in respect of such shares Vested Company Option pursuant to Section 2.6(b1.7(c)(ii); (B) the aggregate Option Merger Consideration payable to the holder of such Vested Company Option in respect of such Vested Company Option; (C) the total amount of Taxes required under applicable Laws to be withheld from the aggregate Option Merger Consideration that such holder of Vested Company Options is entitled to receive pursuant to Section 1.7(c)(ii), if any; (viiiD) whether such Person’s Pro Rata Share Vested Company Option is a Non-Employee Option; and (E) with respect to Non-Employee Options, the portion address of such holder where all amounts payable to such holder pursuant to this Agreement shall be mailed and, if known by the Indemnity Escrow FundCompany, Specified Matters Escrow Fund and the Expense Fund represented wire transfer information for such holder; and (v) with respect to each Unvested Company Option held by such Pro Rata Share holder as of immediately prior to the Effective Time that is being assumed by Parent pursuant to Section 1.7(c)(i): (A) the number of shares of Parent Common Stock that will be subject to such Unvested Company Option following the Closing Date pursuant to Section 1.7(c)(i); (B) the exercise price per share payable following the Effective Time for the exercise of such Unvested Company Option pursuant to Section 1.7(c)(i); (C) the vesting schedule of such Unvested Company Option; and (ivD) the expiration date of such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata ShareUnvested Company Option. (bc) With The Company shall prepare and deliver to Parent at the Closing a warrant payment spreadsheet in substantially the form included in Exhibit F attached hereto (the “Warrant Payment Spreadsheet”), which shall be certified as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of the Company, setting forth the following information with respect to each holder of an In-the-Money WarrantCompany Warrants as of immediately prior to the Effective Time (reflecting all acceleration and settlements of Company Warrants contingent on the Merger, if any): (i) the name of such Person’s name, domicile address (holder of Company Warrants as of immediately prior to the extent available), and email address, Effective Time; (ii) the number, class and series of shares of Company Capital Stock issuable upon subject to the exercise of such unexercised In-the-Money Warrant Company Warrants held by such Person, holder of Company Warrants (on a warrant-by-warrant basis) as of immediately prior to the Effective Time; and (iii) the exercise price applicable to each Company Warrant held by such holder of such InCompany Warrants as of immediately prior to the Effective Time (on a warrant-theby-Money Warrant, warrant basis); (iv) respective date(s) with respect to each Company Warrant held by such holder as of acquisition of such In-the-Money Warrant, immediately prior to the Effective Time: (vA) the aggregate amount of Per Warrant Merger Consideration payable to such Personholder in respect of such Company Warrant pursuant to Section 1.7(d); (B) the aggregate Warrant Merger Consideration payable to the holder of such Company Warrant; and (C) the total amount of Taxes required under applicable Laws to be withheld from the aggregate Warrant Merger Consideration that such holder of Company Warrants is entitled to receive pursuant to Section 1.7(c)(ii), if any; and (vid) such Person’s Pro Rata Share The Company shall prepare and deliver to Parent at the Closing a restricted stock unit spreadsheet in substantially the form included in Exhibit F attached hereto (the “RSU Spreadsheet”), which shall be certified as complete and accurate by the Chief Executive Officer and the portion Chief Financial Officer of the Indemnity Escrow FundCompany, Specified Matters Escrow Fund and setting forth the Expense Fund represented by such Pro Rata Share and (vii) such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share. (c) With following information with respect to each holder of an unexercised Company Option RSUs as of immediately prior to the Effective Time (reflecting all acceleration and settlements of Company RSUs contingent on the Merger, if any): (i) the name of such Person’s name, domicile address (holder of Company RSUs as of immediately prior to the extent available), and email address, Effective Time; (ii) the type and number of shares of Company Capital Common Stock issuable upon the exercise of subject to each unexercised Company Option RSU held by such Personholder of Company RSUs as of immediately prior to the Effective Time; (iii) the number of shares of Parent Common Stock that will be subject to each Company RSU held by such holder of Company RSUs following the Closing Date pursuant to Section 1.7(c)(iv). (e) The Company shall prepare and deliver to Parent a flow of funds spreadsheet (the “Flow of Funds Spreadsheet” which together with the Stock Payment Spreadsheet, the Option Payment Spreadsheet, the Warrant Payment Spreadsheet and the RSU Spreadsheet, shall constitute the “Consideration Spreadsheet”) which reflects (consistent with the information set forth in the Closing Financial Statements, the other portions of the Consideration Spreadsheet, the Payoff Letters and any other Contracts applicable to the following payments): (i) the amounts payable to third parties (including each such third party’s wire instructions) for the full payment of the Transaction Expenses and the Company Debt that remain outstanding at the Effective Time, (ii) assuming that the Option Merger Consideration will be paid through the Company’s payroll system, the amount to be paid to the Company’s payroll service (including the payroll services’ wire instructions) in connection with the payment of the Option Merger Consideration, (iii) the respective exercise price per share of Company Capital Stock purchasable under such unexercised Company Optionsamounts to be deposited with the Payment Agent (including the Payment Agent’s wire instructions which Parent will provide to the Company) to fund the Payment Fund, (iv) the respective grant date(samount to be deposited with the Escrow Agent (including the Escrow Agent’s wire instructions) of such unexercised Company Options to fund the Expense Funds and the term of such Company Options, (v) whether such unexercised Company Options are incentive stock options or non-qualified stock options, (vi) in the case of Vested Company Options, the portion of the Per Vested Company Option Consideration to be paid to the holder at Closing, (vii) in the case of Vested Company Options, such Person’s Pro Rata Share and the portion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share, (viii) in the case of Vested Company Options, such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share, (ix) whether income or employment Tax withholding is required and (x) in the case of Unvested Company Options, the number of shares of Buyer Common Stock such Assumed Option shall exercisable into and the exercise price of such Assumed Optionother information as Parent reasonably requests. (df) With respect The Company acknowledges and agrees that Parent and its agents shall be entitled to each Key Employee, rely on the Consideration Spreadsheet for purposes of making any payments hereunder. (g) The Company shall prepare in addition good faith and deliver an estimated Consideration Spreadsheet to any information required by Parent at least three (3) business days prior to the foregoing Sections 2.15(a) through (d), applicable to such Key Employee, (i) such Key Employee’s Key Retention Holdback Amount and (ii) the amounts due to such Key Employee on each of such Key Employee’s Retention Vesting Closing Date.

Closing Spreadsheet. The Company shall prepare and deliver to BuyerPurchaser, not less than five (5) Business Days at or prior to the Closing DateClosing, a spreadsheet in a form reasonably acceptable to Buyerspreadsheet, which shall include the information set forth below and shall be certified as complete, true complete and correct by the Authorized Person as of the Closing Date (the “Closing Spreadsheet”) in a form reasonably satisfactory to Purchaser prior to the Closing, which Closing Spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Closing: (a) the names of all the Company Shareholders and Company Optionholders and their respective street and email addresses (if available), telephone number (if available), Israeli identification number (if available), taxpayer identification numbers (if any), bank information (if available) (including the respective bank name and number, branch name and address, swift number and account number) and for each current or previous Company Optionholder receiving payment hereunder, such additional details reasonably required by Purchaser or the Chief Executive Officer Paying Agent so as to properly compute any applicable withholding Taxes for payroll deductions, if and to the extent applicable; (b) the number and class of Company Shares (including exercised Company Options) held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number of Company Shares subject to and the exercise price per share in effect for each Company Option held by each Company Optionholder, the expiration date of each Company Option, the date of commencement of the two year holding period with the 102 Trustee, if granted under Section 102(b) and whether the Optionholder is an employee of the Company (and specifying the “Spreadsheet”). (a) With respect to each holder Section and subsection of Company Capital Stock, (i) such Person’s name, domicile address (to the extent available), and email address, (ii) the number, class and series of Company Capital Stock held by such Person, (iii) the respective certificate number(s) representing such shares, (iv) respective date(s) of acquisition of such shares, (v) whether such Person is a Participating Holder, (vi) the aggregate amount of cash payable to such Person Israeli Income Tax Ordinance pursuant to Section 2.6(b)which such Company Option was granted; (d) a calculation of the portion of the Aggregate Consideration (including the number of Purchaser Ordinary Shares each Company Shareholder and Company Optionholder will be entitled to receive out of the Aggregate Share Consideration, (vii) the aggregate amount of shares of Buyer Common Stock, to be issued to such Person at the Closing in respect of such shares pursuant to Section 2.6(b), (viii) such Person’s Pro Rata Share and the portion of the Indemnity Escrow FundAggregate Cash Consideration each Company Securityholder will be entitled to receive in each of the Closing Payment, Specified Matters Escrow Fund the Deferred Payment, the Contingent Payment and the Expense Fund represented by Contingent Ruling Payment (assuming full payment of each)) payable to such Company Shareholder or Company Optionholder, as applicable, pursuant to this Agreement; (e) a calculation of the Aggregate Cash Consideration, Aggregate Share Consideration, Aggregate Consideration, Fully-Diluted Company Ordinary Shares, Option Amount, and Pro Rata Share; (f) the amount of the Aggregate Cash Consideration and the Aggregate Share Consideration to be paid by Purchaser to the Paying Agent and to the 102 Trustee; and (ivg) such Person’s Adjustment Pro Rata Share and a calculation of the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share. (b) With respect Special Cash Dividend each Company Securityholder will be entitled to each holder of an In-the-Money Warrant, (i) such Person’s name, domicile address (to the extent available), and email address, (ii) the number, class and series of Company Capital Stock issuable receive upon the exercise of such unexercised In-the-Money Warrant held by such Person, (iii) the exercise price of such In-the-Money Warrant, (iv) respective date(s) of acquisition of such In-the-Money Warrant, (v) the aggregate amount of Per Warrant Consideration payable to such Person, (vi) such Person’s Pro Rata Share and the portion payment of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share and Special Cash Dividend (vii) such Person’s Adjustment Pro Rata Share and the portion assuming full payment of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Sharesuch). (c) With respect to each holder of an unexercised Company Option (i) such Person’s name, domicile address (to the extent available), and email address, (ii) the type and number of shares of Company Capital Stock issuable upon the exercise of each unexercised Company Option held by such Person, (iii) the respective exercise price per share of Company Capital Stock purchasable under such unexercised Company Options, (iv) the respective grant date(s) of such unexercised Company Options and the term of such Company Options, (v) whether such unexercised Company Options are incentive stock options or non-qualified stock options, (vi) in the case of Vested Company Options, the portion of the Per Vested Company Option Consideration to be paid to the holder at Closing, (vii) in the case of Vested Company Options, such Person’s Pro Rata Share and the portion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share, (viii) in the case of Vested Company Options, such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share, (ix) whether income or employment Tax withholding is required and (x) in the case of Unvested Company Options, the number of shares of Buyer Common Stock such Assumed Option shall exercisable into and the exercise price of such Assumed Option. (d) With respect to each Key Employee, in addition to any information required by the foregoing Sections 2.15(a) through (d), applicable to such Key Employee, (i) such Key Employee’s Key Retention Holdback Amount and (ii) the amounts due to such Key Employee on each of such Key Employee’s Retention Vesting Date.

Closing Spreadsheet. The Company shall prepare and deliver to BuyerPurchaser and the Paying Agent, at or prior to the Closing, a spreadsheet (the “Closing Spreadsheet”) in the form provided by Purchaser prior to the Closing, reasonably acceptable to Purchaser, which Closing Spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Closing: (a) the names of all the Shareholders, Warrantholders and Optionholders and their respective street and email addresses, telephone number, taxpayer identification numbers (if any), bank information (including the respective bank name and number, branch name and address, swift number and account number); (b) the number and class of Shares held by, or subject to Company Warrants or the Company Stock Options held by, such Persons and, in the case of outstanding Shares, the respective certificate numbers; (c) the exercise price per share and expiration date of each Company Stock Option, whether such Company Stock Option is an incentive stock option (as defined in the Code) or a non-qualified stock option and whether the Optionholder is an employee of the Company; (d) the exercise price per share and expiration date for each Company Warrant; (e) whether or not less each Optionholder is a U.S. person under the Code; (f) the Series A Amount, the Series B Amount, the Common Amount, the Option Amount for each In-the-Money Option, the Warrant Amount for each In-the-Money Warrant, each prior to any adjustments that may be made pursuant to this Agreement; (g) the Consideration Fraction of each Shareholder, Optionholder and Warrantholder, (h) the Net Value for each Warrantholder and each Optionholder; (i) the Holder Share Amount of each Shareholder, each Warrantholder and each Optionholder; and (j) the amount of the Closing Payment distributable to each Shareholder, each Warrantholder and each Optionholder pursuant to Section 1.9(a) hereof. The Company shall prepare and deliver to Purchaser, a draft of the Closing Spreadsheet not later than five two (52) Business Days prior to the Closing Date, a spreadsheet in a form reasonably acceptable to Buyer, which shall include the information set forth below and shall be certified as complete, true and correct as of the Closing Date by the Chief Executive Officer of the Company (the “Spreadsheet”). (a) With respect to each holder of Company Capital Stock, (i) such Person’s name, domicile address (to the extent available), and email address, (ii) the number, class and series of Company Capital Stock held by such Person, (iii) the respective certificate number(s) representing such shares, (iv) respective date(s) of acquisition of such shares, (v) whether such Person is a Participating Holder, (vi) the aggregate amount of cash payable to such Person pursuant to Section 2.6(b), (vii) the aggregate amount of shares of Buyer Common Stock, to be issued to such Person at the Closing in respect of such shares pursuant to Section 2.6(b), (viii) such Person’s Pro Rata Share and the portion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share and (iv) such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share. (b) With respect to each holder of an In-the-Money Warrant, (i) such Person’s name, domicile address (to the extent available), and email address, (ii) the number, class and series of Company Capital Stock issuable upon the exercise of such unexercised In-the-Money Warrant held by such Person, (iii) the exercise price of such In-the-Money Warrant, (iv) respective date(s) of acquisition of such In-the-Money Warrant, (v) the aggregate amount of Per Warrant Consideration payable to such Person, (vi) such Person’s Pro Rata Share and the portion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share and (vii) such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share. (c) With respect to each holder of an unexercised Company Option (i) such Person’s name, domicile address (to the extent available), and email address, (ii) the type and number of shares of Company Capital Stock issuable upon the exercise of each unexercised Company Option held by such Person, (iii) the respective exercise price per share of Company Capital Stock purchasable under such unexercised Company Options, (iv) the respective grant date(s) of such unexercised Company Options and the term of such Company Options, (v) whether such unexercised Company Options are incentive stock options or non-qualified stock options, (vi) in the case of Vested Company Options, the portion of the Per Vested Company Option Consideration to be paid to the holder at Closing, (vii) in the case of Vested Company Options, such Person’s Pro Rata Share and the portion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share, (viii) in the case of Vested Company Options, such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share, (ix) whether income or employment Tax withholding is required and (x) in the case of Unvested Company Options, the number of shares of Buyer Common Stock such Assumed Option shall exercisable into and the exercise price of such Assumed Option. (d) With respect to each Key Employee, in addition to any information required by the foregoing Sections 2.15(a) through (d), applicable to such Key Employee, (i) such Key Employee’s Key Retention Holdback Amount and (ii) the amounts due to such Key Employee on each of such Key Employee’s Retention Vesting Date.

Closing Spreadsheet. The Company shall deliver has prepared and delivered to Buyer, not less than five (5) Business Days prior to Purchaser and the Closing DatePaying Agent, a spreadsheet (the “Closing Spreadsheet”) in a form reasonably acceptable to BuyerPurchaser, which shall include dated as of the date hereof, setting forth all of the following information set forth below (in addition to the other data and shall be certified as completeinformation reasonably requested by the Paying Agent), true and correct as of the Closing Date by and immediately prior to the Chief Executive Officer Closing: (a) the names and, to the extent known, email addresses of all the Stockholders, Warrantholders and Optionholders; (b) the number and class of Shares held by, or subject to Company Warrants or the Company Stock Options held by, such Persons and, in the case of outstanding Shares, the respective certificate numbers; (c) the exercise price per share of each Company Stock Option, whether such Company Stock Option is an incentive stock option (as defined in the Code) or a non-qualified stock option, and with respect to Options granted to Israeli taxpayers whether such Option was granted under Section 3(i) or Section 102, and whether the Optionholder is an employee of the Company or any Subsidiary and indicating which one; (the “Spreadsheet”). (a) With respect to each holder of Company Capital Stock, (i) such Person’s name, domicile address (to the extent available), and email address, (iid) the number, class exercise price per share and series of expiration date for each Company Capital Stock held by such Person, Warrant; (iiie) the respective certificate number(s) representing such sharesPreferred Amount, (iv) respective date(s) of acquisition of such sharesthe Common Amount, (v) whether such Person is a Participating Holder, (vi) the aggregate amount of cash payable to such Person pursuant to Section 2.6(b), (vii) the aggregate amount of shares of Buyer Common Stock, to be issued to such Person at the Closing in respect of such shares pursuant to Section 2.6(b), (viii) such Person’s Pro Rata Share Net Value for each In-the-Money Option and the portion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share and (iv) such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share. (b) With respect to Net Value for each holder of an In-the-Money Warrant, each determined as of the Closing Date prior to any adjustments that may be made pursuant to this Agreement; (f) the Share Consideration Fraction of each Shareholder; (g) the Securities Consideration Fraction of each Shareholder, Optionholder and Warrantholder; (h) the Preferred Closing Payment Amount and Common Closing Payment Amount distributable to each Shareholder; (i) such Person’s name, domicile address the Option Closing Payment Amount distributable to each Optionholder; (to the extent available), and email address, (iij) the numberWarrant Closing Payment Amount distributable to each Warrantholder; (k) each Participating Stockholder’s pro rata share of the Holdback Amount, class expressed as a dollar amount; (l) each Participating Stockholder’s pro rata share of the Representative Fund, expressed as a dollar amount; and series of Company Capital Stock issuable upon the exercise of such unexercised In-the-Money Warrant held by such Person, (iiim) the exercise price of such In-the-Money WarrantTotal Share Amount, (iv) respective date(s) of acquisition of such In-the-Money Warrant, (v) the aggregate amount of Per Warrant Consideration payable to such Person, (vi) such Person’s Pro Rata Share Total Convertible Securities Amount and the portion of the Indemnity Escrow FundMerger Consideration (in each case, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share and (vii) such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share. (c) With respect to each holder of an unexercised Company Option (i) such Person’s name, domicile address (to the extent available), and email address, (ii) the type and number of shares of Company Capital Stock issuable upon the exercise of each unexercised Company Option held by such Person, (iii) the respective exercise price per share of Company Capital Stock purchasable under such unexercised Company Options, (iv) the respective grant date(s) of such unexercised Company Options and the term of such Company Options, (v) whether such unexercised Company Options are incentive stock options or non-qualified stock options, (vi) in the case of Vested Company Options, the portion of the Per Vested Company Option Consideration to be paid to the holder at Closing, (vii) in the case of Vested Company Options, such Person’s Pro Rata Share and the portion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share, (viii) in the case of Vested Company Options, such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share, (ix) whether income or employment Tax withholding is required and (x) in the case of Unvested Company Options, the number of shares of Buyer Common Stock such Assumed Option shall exercisable into and the exercise price of such Assumed Option. (d) With respect to each Key Employee, in addition prior to any information required by the foregoing Sections 2.15(a) through (dadjustments in accordance with this Agreement), applicable to such Key Employee, (i) such Key Employee’s Key Retention Holdback Amount and (ii) the amounts due to such Key Employee on each of such Key Employee’s Retention Vesting Date.

Closing Spreadsheet. The Company shall deliver to Buyer, not less than five (5a) Business Days At least three (3) business days prior to the scheduled Closing Date, the Company shall prepare a payment spreadsheet (the “Payment Spreadsheet”) in a form reasonably acceptable to BuyerParent, which shall include the information set forth below and shall be certified as complete, true complete and correct as of the Closing Date accurate by the Chief Executive Officer and the Chief Financial Officer of the Company (Company, setting forth the “Spreadsheet”). (a) With following information with respect to each holder of Company Capital Stock, Stockholder: (i) such Person’s name, domicile address (to the extent available), and email address, (ii) the number, class and series of Company Capital Stock held by such Person, (iii) the respective certificate number(s) representing such shares, (iv) respective date(s) of acquisition of such shares, (v) whether such Person is a Participating Holder, (vi) the aggregate amount of cash payable to such Person pursuant to Section 2.6(b), (vii) the aggregate amount of shares of Buyer Common Stock, to be issued to such Person at the Closing in respect of such shares pursuant to Section 2.6(b), (viii) such Person’s Pro Rata Share and the portion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share and (iv) such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share. (b) With respect to each holder of an In-the-Money Warrant, (i) such Person’s name, domicile address (to the extent available), and email address, (ii) the number, class and series of Company Capital Stock issuable upon the exercise of such unexercised In-the-Money Warrant held by such Person, (iii) the exercise price of such In-the-Money Warrant, (iv) respective date(s) of acquisition of such In-the-Money Warrant, (v) the aggregate amount of Per Warrant Consideration payable to such Person, (vi) such Person’s Pro Rata Share and the portion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share and (vii) such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share. (c) With respect to each holder of an unexercised Company Option (i) such Person’s name, domicile address (to the extent available), and email address, (ii) the type and number of shares of Company Capital Stock issuable upon to be held by such Company Stockholder as of immediately prior to the Effective Time; (ii) the aggregate Estimated Adjusted Merger Consideration payable to such Company Stockholder in accordance with the terms of this Agreement and in the manner provided herein in respect of all of the shares of Company Capital Stock to be held by such Company Stockholder as of immediately prior to the Effective Time; (iii) that portion of the Estimated Adjusted Merger Consideration otherwise payable to such Company Stockholder that Parent is entitled to withhold from such Company Stockholder and deliver to the Escrow Agent to fund the Escrow Fund pursuant to Section 2.8(b); (iv) that portion of the Estimated Adjusted Merger Consideration otherwise payable to such Company Stockholder that Parent is entitled to withhold from such Table of Contents Company Stockholder and deliver to the Representative to fund the Representative Expense Fund pursuant to Section 2.8(c); (v) that portion of the Estimated Adjusted Merger Consideration otherwise payable to such Company Stockholder in respect of shares of Unvested Company Capital Stock that Parent is entitled to withhold pursuant to Section 2.9(d)(ii); and (vi) the address of such Company Stockholder where all amounts payable to such Company Stockholder pursuant to this Agreement shall be mailed and, if known to the Company, wire transfer information for each such Company Stockholder. (b) At least three (3) business days prior to the scheduled Closing Date, the Company shall prepare an options spreadsheet (the “Options Spreadsheet”) in a form reasonably acceptable to Parent, certified as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of the Company, setting forth the following information with respect to each holder of Company Options: (i) the name of each holder of Company Options as of immediately prior to the Effective Time; (ii) the number of Company Options held by each holder of Company Options (on a holder-by-holder basis) as of immediately prior to the Effective Time; and (iii) the exercise of price applicable to each unexercised Company Option held by such Person, (iii) the respective exercise price per share holders of Company Capital Stock purchasable under such unexercised Company Options, Options as of immediately prior to the Effective Time. (ivc) In the respective grant date(s) of such unexercised Company Options and the term of such Company Options, (v) whether such unexercised Company Options are incentive stock options or non-qualified stock options, (vi) event that any information set forth in the case of Vested Company OptionsPayment Spreadsheet becomes inaccurate at any time prior to the Effective Time, the portion of the Per Vested Company Option Consideration shall deliver a revised Payment Spreadsheet, together with a new certification consistent with Section 6.9(a), whereupon such revised Payment Spreadsheet shall be deemed to be paid the “Payment Spreadsheet” for all purposes of and under this Agreement. In the event that any information set forth in the Options Spreadsheet becomes inaccurate at any time prior to the holder at Closing, (vii) in the case of Vested Company Options, such Person’s Pro Rata Share and the portion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share, (viii) in the case of Vested Company Options, such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share, (ix) whether income or employment Tax withholding is required and (x) in the case of Unvested Company OptionsEffective Time, the number Company shall deliver a revised Options Spreadsheet, together with a new certification consistent with Section 6.9(b), whereupon such revised Options Spreadsheet shall be deemed to be the “Options Spreadsheet” for all purposes of shares of Buyer Common Stock such Assumed Option shall exercisable into and the exercise price of such Assumed Optionunder this Agreement. (d) With respect The Company acknowledges and agrees that the Escrow Agent and the Parent and its agents shall be entitled to each Key Employee, in addition to rely on the Payment Spreadsheet and Options Spreadsheet for purposes of making any information required by the foregoing Sections 2.15(a) through (d), applicable to such Key Employee, (i) such Key Employee’s Key Retention Holdback Amount and (ii) the amounts due to such Key Employee on each of such Key Employee’s Retention Vesting Datepayments hereunder.