Common use of Consideration Spreadsheet Clause in Contracts

Consideration Spreadsheet. (a) At least five (5) Business Days before the Closing and concurrently with the delivery of the Estimated Closing Statement, the Company shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified by an officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Date, the following: (i) the names and addresses of all Stockholders and the number of Shares held by such Persons; (ii) the names and addresses of all Optionholders, together with the number of Shares subject to Options held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Options; (iii) the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative Fund. (b) The parties agree that Parent, Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least five (5) Business Days before prior to the Closing and concurrently with the delivery of the Estimated Closing StatementClosing, the Company shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified prepared by an officer of the CompanyCompany in good faith and setting forth the following, which shall set forth, in each case as of the Closing Date and immediately prior to the Effective DateTime based, when relevant, on assumptions reasonably acceptable to Parent and that are described in detail in the followingConsideration Spreadsheet: (i) the names name and addresses address of all Stockholders record of each Company Stockholder and the number and class, type, or series of Shares shares of Company Capital Stock held by such Personseach; (ii) the names of record of each holder of Company Warrants and addresses of all Optionholdersthe exercise price, together with the number of Shares shares of Company Preferred Stock or Company Common Stock subject to Options each such Company Warrant held by such Optionholders, the grant date, the exercise price it and the any vesting schedule for such Optionsschedules or expiration dates; (iii) the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such WarrantsFully Diluted Company Shares; (iv) detailed calculations of each of the names following (in each case, determined without regard to withholding): (A) the Closing Per Share Merger Consideration payable to each named Company Stockholder; and (B) the Closing Exchange Ratio with respect to (I) each Company Stockholder that hold Series E Convertible Preferred Stock and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs;(II) Company Stockholders other than Company Stockholders that hold Series E Convertible Preferred Stock; and (v) the names and addresses of all Convertible Noteholdersany explanatory or supporting information, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Considerationincluding calculations, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative FundParent may reasonably request. (b) The Consideration Spreadsheet delivered hereunder shall be true complete and correct and shall contain the same information described in this Section 3.6, subject to Parent’s rights pursuant to Section 3.6(a)(v). (c) The contents of the Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Pxxxxx, and shall comport with the provisions of this Agreement, but the Company shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. Under no circumstances shall Parent or Merger Sub be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet and the parties agree that Parent, Parent and Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article IIIV. (d) Prior to the Closing, the Company shall update the Consideration Spreadsheet, and Parent and deliver such updated Consideration Spreadsheet to Parent, as promptly as practicable after the occurrence of any event that would change the information set forth in the latest version of the Consideration Spreadsheet that it previously delivered to Parent. (e) Nothing contained in this Section 3.6 or in the Consideration Spreadsheet shall be construed or deemed to: (i) modify the Company’s obligations pursuant to Section 6.1(b)(xviii) to obtain Parent’s prior consent to the issuance of any securities; or (ii) alter or amend the definitions of the Closing Merger Sub shall not be responsible for the calculations Consideration Shares or the determinations regarding such calculations in such Merger Consideration SpreadsheetShares.

Consideration Spreadsheet. (a) At least five three (53) Business Days before prior to the Closing and concurrently with the delivery of the Estimated Closing StatementClosing, the Company shall prepare and deliver to the Parent Parties a spreadsheet (the “Closing Consideration Spreadsheet”), certified prepared by an officer of the CompanyCompany in good faith and detailing the following, which shall set forthin each case, as of the Closing Date and immediately prior to the Effective Date, the followingTime: (i) the names name and addresses address of all Stockholders record of each Company Stockholder and the number and class, type or series of Shares shares of Company Capital Stock held by such Personseach; (ii) the names and addresses of all Optionholders, together with the aggregate number of Shares shares of subject to Company Options, the names of record of each holder of Company Options, and the exercise price, number of shares of Company Capital Stock subject to each Company Options held by such Optionholdersholder (including, in the case of unvested Company Options, the grant vesting schedule, vesting commencement date, the exercise price and the vesting schedule for such Optionsdate fully vested); (iii) the names and addresses of all Warrantholders, together with the aggregate number of Shares vested Company RSUs issued and outstanding, the names of record of each holder of Company RSUs, and the exercise price, number of shares of Company Capital Stock subject to Warrants each Company RSU held by such Warrantholdersholder (including, in the case of unvested Company RSUs, the grant vesting schedule, vesting commencement date, the exercise price and the vesting schedule for such Warrantsdate fully vested); (iv) the aggregate number of shares subject to Company Warrants, the names and addresses of all RSU Holdersrecord of each holder of Company Warrants and the exercise price, together with the number and class, type or series of Shares shares of Company Capital Stock subject to RSUs each Company Warrant held by such RSU Holders, the grant date and the vesting schedule for such RSUsit; (v) the names of record of each holder of a Company Convertible Note, the loan amount (principal and addresses of all Convertible Noteholders, together with interest) and the number of Shares subject shares of Company Common Stock or Company Preferred Stock (on an as converted to Company Common Stock basis) issuable upon conversion of such Company Convertible Notes held by such Convertible NoteholdersNote; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Adjusted Aggregate Fully Diluted Company Common Stock; (vii) detailed calculations of each of the following (in each case, determined without regard to withholding): (A) the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viiiB) each Securityholders’ Pro Rata Share the Conversion Ratio; (as a percentage interest and in dollar termsC) of the Closing Incentive Merger Consideration; and (ixD) for each Securityholders’ Person that is a Company Stockholder immediately prior to the Effective Time (other than holders of Dissenting Shares) the quotient (expressed as a percentage) of (i) aggregate number of shares of Company Common Stock that are held by such Company Stockholder; divided by (b) the Aggregate Fully Diluted Company Shares (the “Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative FundPortion”). (b) The contents of the Closing Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Closing Consideration Spreadsheet. The parties agree that Parent, Merger Sub and Paying Agent Parent shall be entitled to rely on the Closing Consideration Spreadsheet in making payments under Article II, and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration SpreadsheetARTICLE III.

Consideration Spreadsheet. (a) At least Not later than five (5) Business Days before prior to the Closing and concurrently with the delivery of the Estimated Closing StatementDate, the Company shall prepare and deliver to Parent a spreadsheet Consideration Spreadsheet (the “Consideration Spreadsheet”), certified prepared by an officer of the CompanyCompany in good faith and detailing the following, which shall set forthin each case, as of the Closing Date and immediately prior to the Effective DateTime, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the followingConsideration Spreadsheet: (i) the names name and addresses address of all Stockholders record of each Company Stockholder and the number and class, type or series of Shares shares of Company Capital Stock held by each, and in the case of shares of each series of Company Preferred Stock, the number of shares of Company Common Stock into which such Personsshares of Company Preferred Stock are convertible; (ii) the names and addresses of all Optionholdersrecord of each holder of Company Warrants and the exercise price, together with the number and class, type or series of Shares shares of Company Capital Stock subject to Options each Company Warrant held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Optionsit; (iii) the names of record of each holder of Vested Company Options, and addresses of all Warrantholdersthe exercise price, together with the number of Shares shares of Company Common Stock subject to Warrants each Vested Option held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrantsit; (iv) the names of record of each holder of Unvested Company Options, and addresses of all RSU Holdersthe exercise price, together with the number of Shares shares of Company Common Stock subject to RSUs each such Unvested Company Option held by it and vesting arrangements with respect to each such RSU Holders, the grant date and Unvested Company Option (including the vesting schedule for such RSUsschedule, vesting commencement date, date fully vested); (v) the names of record of each holder of a Company Convertible Note, the loan amount (principal and addresses of all Convertible Noteholders, together with interest) and the number of Shares subject to shares of Company Common Stock issuable upon conversion of such Company Convertible Notes held by such Convertible NoteholdersNote; (vi) the names name and addresses address of all holders record of Restricted each holder of Subsidiary Capital Stock together with and the number and class, type or series of shares of Subsidiary Capital Stock held by each, and the number of Shares held by shares of Company Common Stock into which such holders upon vesting shares of the Restricted StockSubsidiary Capital Stock are convertible; (vii) detailed calculations the number of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger ConsiderationCompany Shares; (viii) the number of Deemed Outstanding Company Series F Preferred Shares; (ix) the aggregate number of Rollover Warrant Shares; (x) the aggregate number of Rollover Option Shares; (xi) the aggregate number of shares of Common Stock issuable upon exercise of the Unvested Company Options; (xii) the aggregate investment amount and the number of shares of Common Stock issuable upon conversion or exchange of all of the outstanding Subsidiary Capital Stock; (xiii) detailed calculations of each Securityholders’ of the following (in each case, determined without regard to withholding): (A) the Per Share Merger Consideration Amount; (B) the Conversion Ratio; (C) the Merger Consideration Shares; (D) for each Company Stockholder, its pro rata portion of the Merger Consideration Shares for its shares of Company Preferred Stock and Company Common Stock; (E) for each holder of Company Series A Preferred Stock and Company Series F Preferred Stock, its respective Earnout Pro Rata Share Share; (as F) for each Converted Stock Option, the exercise price therefor and the number of shares of Parent Common Stock subject to such Converted Stock Option and whether such Converted Stock Option constitutes a percentage interest and in dollar terms) of the Closing Merger ConsiderationVested Company Option or Unvested Company Option; and (ixG) for each Securityholders’ Pro Rata Share (Company Warrant, as a percentage interest and in dollar terms) of immediately following the Escrow AmountEffective Time, the Net Working Capital Fund exercise price therefor and the Securityholders’ Representative Fundnumber of shares of Parent Common Stock issuable upon exercise of such Company Warrant; and (xiv) any explanatory or supporting information, including calculations, as Parent may reasonably request. (b) The Consideration Spreadsheet delivered hereunder shall be true complete and correct and shall contain the same information described in this Section 3.5, subject to Parent’s rights pursuant to Section 3.5(a)(xiv). (c) The contents of the Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. The parties agree that Parent, Merger Sub and Paying Agent Parent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article IIthis ARTICLE III. (d) Nothing contained in this Section 3.5 or in the Consideration Spreadsheet shall be construed or deemed to: (i) modify the Company’s obligations to obtain Parent’s prior consent to the issuance of any securities pursuant to Section 6.1(a)(xv); or (ii) alter or amend the definition of Per Share Merger Consideration Amount (or any component thereof), and Parent and Merger Sub shall not be responsible for the calculations Conversion Ratio (or any component thereof), or the determinations regarding such calculations in such Merger Consideration SpreadsheetShares (or any component thereof).

Consideration Spreadsheet. (a) At least five (5) Business Days before the Closing and concurrently Concurrently with the execution and delivery of the Estimated Closing Statementthis Agreement, the Company shall prepare has prepared and deliver delivered to Parent Buyer a spreadsheet (the “Consideration Spreadsheet”), certified by an officer of the Company, which shall set is attached hereto as Schedule 1.1 and sets forth, as of the Closing Date and immediately prior to the Effective Date, the following: (i) the names and addresses of all Stockholders Company Shareholders and the number of Shares shares of Company Preferred Stock and Company Common Stock held by such Persons; (ii) the names names, and addresses to the extent reasonably available of all Optionholders, together with the number of Shares shares of Company Common Stock subject to Options held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Options; (iii) the names names, and addresses to the extent reasonably available of all Warrantholders, together with the number of Shares shares of Company Common Stock subject to Warrants held by such Warrantholders, the grant date, Warrantholders and the exercise price and the vesting schedule for such Warrants; (iv) detailed calculations of the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUsConsideration; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Seller Party’s Pro Rata Share Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Closing Merger Consideration; and; (ixvi) each Securityholders’ Seller Party’s Pro Rata Share Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Amount, the Net Working Capital Fund Funds and the Securityholders’ Representative Fundshares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Shares. (b) The parties Parties agree that Parent, Buyer and Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet Schedule 1.1 in making payments under Article II, 1 and Parent Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such the Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least five (5) Business Days before prior to the Closing and concurrently with the delivery of the Estimated Closing StatementClosing, the Company shall prepare and deliver to Parent a spreadsheet (the “Form Consideration Spreadsheet”), certified prepared by an officer of the CompanyCompany in good faith and setting forth the following, which shall set forthin each case, as of the Closing Date and immediately prior to the Effective DateTime, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the followingConsideration Spreadsheet: (i) the names name and addresses address of all Stockholders record of each Company Stockholder and the number and class, type or series of Shares shares of Company Common Stock held by such Personseach; (ii) the names of record of each holder of Company Warrants and addresses of all Optionholders, together with the number of Shares shares of Company Common Stock subject to Options each Company Warrant held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Optionsit; (iii) the names of record of each holder of Vested Company Options, and addresses of all Warrantholdersthe exercise price, together with the number of Shares shares of Company Common Stock subject to Warrants each Vested Company Option held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrantsit; (iv) the names of record of each holder of Unvested Company Options, and addresses of all RSU Holdersthe exercise price, together with the number of Shares shares of Company Common Stock subject to RSUs each such Unvested Company Option held by it and vesting arrangements with respect to each such RSU Holders, the grant date and Unvested Company Option (including the vesting schedule for such RSUsschedule, vesting commencement date, date fully vested); (v) the names of record of each holder of Company Restricted Stock Units, and addresses of all Convertible Noteholders, together with the number of Shares shares of Company Common Stock subject to Convertible Notes each such Company Restricted Stock Unit held by it and vesting arrangements with respect to each such Convertible NoteholdersCompany Restricted Stock Unit (including the vesting schedule, vesting commencement date, date fully vested); (vi) the names name and addresses address of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting record of the Restricted StockPre-PIPE Convertible Noteholder; (vii) detailed calculations the number of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger ConsiderationCompany Shares; (viii) the aggregate number of Rollover Option Shares; (ix) detailed calculations of each Securityholders’ Pro Rata Share of the following (in each case, determined without regard to withholding): (A) the amount of the Company’s Indebtedness as a percentage interest and in dollar termsof immediately prior to Closing; (B) of the Closing Merger ConsiderationConsideration Shares; (C) the Closing Per Share Merger Consideration payable to each named Company Stockholder for each share of Company Common Stock held by such Company Stockholder and the aggregate portion of the Merger Consideration Shares payable to such Company Stockholder; (D) to the extent applicable, the pro rata portion of any shares of Parent Class A Common Stock payable to each named Company Stockholder in connection with expired or forfeited Converted Stock Options, as provided in Section 3.2(a)(ii); (E) the Closing Exchange Ratio; (F) for each Converted Stock Option, the exercise price therefor and the number of shares of Parent Class A Common Stock subject to such Converted Stock Option and whether such Converted Stock Option constitutes a Vested Company Option or Unvested Company Option (G) for each Converted Restricted Stock Unit, the number of shares of Parent Class A Common Stock subject to such Converted Restricted Stock Unit and whether such Converted Restricted Stock Unit constitutes a vested Restricted Stock Unit or unvested Restricted Stock Unit; (H) for each Company Warrant, the exercise price therefor and the number of shares of Parent Common Stock subject to such Company Warrant; and (ixI) each Securityholders’ Pro Rata Share the aggregate number of shares of Parent Class A Common Stock issuable upon exercise of all the Converted Stock Options. (x) any explanatory or supporting information, including calculations, as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative FundParent may reasonably request. (b) The Consideration Spreadsheet delivered hereunder shall be true complete and correct and shall contain the same information described in this Section 3.5, subject to Parent’s rights pursuant to Section 3.4(c). (c) The contents of the Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Pxxxxx and shall comport with the provisions of this Agreement, but the Company shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. Under no circumstances shall Parent or Merger Sub be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet and the parties agree that Parent, Parent and Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, and Parent and IV. (d) Nothing contained in this Section 3.5 or in the Consideration Spreadsheet shall be construed or deemed to: (i) modify the Company’s obligations pursuant to Section 6.1(a)(xx) to obtain Parent’s prior consent to the issuance of any securities; or (ii) alter or amend the definition of Closing Merger Sub shall not be responsible for the calculations Consideration Shares or the determinations regarding such calculations in such Consideration SpreadsheetClosing Exchange Ratio.

Consideration Spreadsheet. (a) At least five three (53) Business Days before prior to the Closing and concurrently with the delivery of the Estimated Closing StatementDate, the Company shall prepare and deliver to Parent a form closing consideration spreadsheet (the “Consideration Spreadsheet”), certified prepared by an officer of the CompanyCompany in good faith and detailing, which shall set forthin each case, as of the Closing Date and immediately prior to the First Effective DateTime, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the followingConsideration Spreadsheet: (i) the names name and addresses address of all Stockholders record of each Company Stockholder and the number and class, type or series of Shares shares of Company Capital Stock held by each, and in the case of shares of each series of Company Preferred Stock, the number of shares of Company Common Stock into which such Personsshares of Company Preferred Stock are convertible; (ii) the names of record of each holder of Company Options, and addresses of all Optionholdersthe exercise price, together with the number of Shares shares of Company Common Stock subject to Options each Company Option held by such Optionholdersit and vesting arrangements with respect to any unvested Company Option (including the vesting schedule, the grant vesting commencement date, the exercise price and the vesting schedule for such Optionsdate fully vested); (iii) the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such WarrantsAggregate Fully Diluted Company Shares; (iv) a detailed calculation of the names and addresses of all RSU HoldersPer Share Merger Consideration (in each case, together with the number of Shares subject without regard to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUswithholding); (v) a detailed calculation of the names and addresses of all Convertible NoteholdersPer Share Earnout Consideration (in each case, together with the number of Shares subject without regard to Convertible Notes held by such Convertible Noteholderswithholding); (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting a detailed calculation of the Restricted StockClosing Cash; (vii) a detailed calculations calculation of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger ConsiderationIndebtedness; (viii) for each Securityholders’ Company Securityholder, its share of the Per Share Merger Consideration based on its Pro Rata Share Portion; (as a percentage interest and in dollar termsix) for each Earnout Securityholder, its share of the Closing Merger ConsiderationPer Share Earnout Consideration based on its Pro Rata Earnout Portion; (x) detailed information with respect to the names of investors and lenders, amounts committed by each of them and other material terms of all Permitted Company Financing; and (ixxi) each Securityholders’ Pro Rata Share (any explanatory or supporting information, including calculations, as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative FundParent may reasonably request. (b) The parties agree that contents of the Consideration Spreadsheet delivered hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. Under no circumstances shall Parent, Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, and Parent and or Merger Sub shall not II be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet so long as such calculations were not made by Parent and the Parties agree that Parent shall be entitled to rely on the most recently delivered Consideration SpreadsheetSpreadsheet in making payments under this ARTICLE III. (c) Nothing contained in this Section 3.5 or in the Consideration Spreadsheet shall be construed or deemed to (i) modify the Company’s obligations to obtain Parent’s prior written consent to the issuance of any securities pursuant to Section 6.1(a)(xix); or (ii) alter or amend the definition of Closing Cash, Closing Indebtedness, Per Share Merger Consideration or Per Share Earnout Consideration.

Consideration Spreadsheet. (a) At least five (5) Business Days before prior to the Closing and concurrently with the delivery of the Estimated Closing StatementClosing, the Company shall prepare and deliver to Parent a spreadsheet (the “Closing Consideration Spreadsheet”), certified prepared by an officer of the CompanyCompany in good faith and detailing the following, which shall set forthin each case, as of the Closing Date and immediately prior to the Effective Date, the followingTime: (i) the names name and addresses address of all Stockholders record of each Company Shareholder and the number of Shares shares of Company Common Stock held by such PersonsCompany Shareholder; (ii) the names of record of each holder of Company Options, and addresses of all Optionholdersthe exercise price, together with the number of Shares shares of Company Common Stock subject to each Company Options held by such Optionholdersholder (including, in the case of unvested Company Options, the grant vesting schedule, vesting commencement date, the exercise price and the vesting schedule for such Optionsdate fully vested); (iii) the names of record of each holder of Company SARs, and addresses of all Warrantholdersthe base value, together with the number of Shares subject to Warrants shares of Company Common Stock covered by each Company SAR held by such Warrantholdersholder (including, in the case of unvested Company SARs, the grant vesting schedule, vesting commencement date, the exercise price and the vesting schedule for such Warrantsdate fully vested); (iv) the names name and addresses address of all RSU Holders, together with record of each holder of Earnout Warrants and the number of Shares shares of Company Common Stock subject to RSUs each Earnout Warrant held by such RSU Holders, the grant date and the vesting schedule for such RSUsholder; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible NoteholdersAggregate Fully Diluted Company Common Stock; (vi) the names and addresses of all holders of Restricted Stock together with the aggregate number of Shares held by such holders upon vesting of the Restricted Stockshares subject to Company Options; (vii) the aggregate number of Company SARs; (viii) the aggregate number of shares subject to Earnout Warrants; and (ix) detailed calculations of each of the Closing following (in each case, determined without regard to withholding): (A) the Aggregate Merger Consideration, Fully Diluted Share Number and Closing ; (B) the Per Share Merger Consideration; (viiiC) the Conversion Ratio; (D) for each Securityholders’ Company Earnout Holder, its Earnout Pro Rata Share Share; (as a percentage interest E) for each Converted Stock Option, the exercise price therefor and in dollar termsthe number of Parent Common Shares subject to such Converted Stock Option; (F) for each Converted SAR, the base value therefor and the number of the Closing Merger ConsiderationParent Common Shares covered by such Converted SAR; and (ixG) for each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow AmountConverted Warrant, the Net Working Capital Fund exercise price therefor and the Securityholders’ Representative Fundnumber of Parent Common Shares subject to such Converted Warrant. (b) The contents of the Closing Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Closing Consideration Spreadsheet. The parties agree that Parent, Merger Sub and Paying Agent Parent shall be entitled to rely on the Closing Consideration Spreadsheet in making payments under Article II, and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration SpreadsheetARTICLE III.

Consideration Spreadsheet. (a) At least No less than five (5) Business Days before prior to the Closing and concurrently with the delivery of the Estimated Closing StatementDate, the Company shall prepare and will deliver to Parent a spreadsheet Consideration Spreadsheet (the “Consideration Spreadsheet”), certified prepared by an officer of the CompanyCompany in good faith and detailing the following, which shall set forthin each case, as of the Closing Date and immediately prior to the First Effective DateTime, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the followingConsideration Spreadsheet: (i) the names name and addresses address of all Stockholders record of each Company Stockholder and the number and class, type or series of Shares shares of Company Capital Stock held by each, and in the case of shares of each series of Company Preferred Stock, the number of shares of Company Common Stock into which such Personsshares of Company Preferred Stock are convertible; (ii) the names and addresses of all Optionholders, together with record of each holder of Company Warrants and the number and class, type or series of Shares shares of Company Capital Stock subject to Options each Company Warrant held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Optionsit; (iii) the names of record of each holder of Vested Company Options, and addresses of all Warrantholdersthe exercise price, together with the number of Shares shares of Company Common Stock subject to Warrants each Vested Option held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrantsit; (iv) the names of record of each holder of Unvested Company Options, and addresses of all RSU Holdersthe exercise price, together with the number of Shares shares of Company Common Stock subject to RSUs each such Unvested Company Option held by it and vesting arrangements with respect to each such RSU Holders, the grant date and Unvested Company Option (including the vesting schedule for such RSUsschedule, vesting commencement date, date fully vested); (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible NoteholdersFully Diluted Company Shares; (vi) the names and addresses of all holders of Restricted Stock together with the aggregate number of Shares held by such holders upon vesting of the Restricted StockRollover Option Shares; (vii) detailed calculations of each of the Closing Merger Considerationfollowing (in each case, Fully Diluted Share Number and Closing determined without regard to withholding): (A) the Per Common Share Merger ConsiderationConsideration Amount; (viiiB) the Per Preferred Share Merger Consideration Amount; (C) the Conversion Ratio; (D) the Warrant Conversion Ratio; (E) the Merger Consideration Shares; (F) for each Securityholders’ Company Earnout Holder, its Pro Rata Share Share; (as a percentage interest and in dollar termsG) for each Company Stockholder, its pro rata portion of the Closing Merger ConsiderationConsideration Shares for its shares of Company Preferred Stock and Company Common Stock; (H) for each Company Stockholder, its pro rata portion of the Earnout Shares for its shares of Company Preferred Stock and Company Common Stock; (I) for each Converted Stock Option, the exercise price therefor and the number of shares of Parent Common Stock subject to such Converted Stock Option and whether such Converted Stock Option constitutes a Vested Company Option or Unvested Company Option; and (ixJ) for each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow AmountCompany Warrant, the Net Working Capital Fund exercise price therefor and the Securityholders’ Representative Fundnumber of shares of Parent Common Stock to be paid to holders of each such Company Warrant. (b) The parties agree that Parent, Merger Sub and Paying Agent shall be entitled to rely on contents of the Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in making payments under Article IIall events, and remain solely responsible for the contents of each updated Consideration Spreadsheet. Under no circumstances shall Parent and or Merger Sub shall not Subs be responsible for the calculations or the determinations regarding such calculations in any Consideration Spreadsheet so long as such calculations were not made by Parent or Merger Subs and the parties agree that Parent and Merger Subs shall be entitled to rely on the most recently delivered Consideration SpreadsheetSpreadsheet in making payments under this ARTICLE III.

Consideration Spreadsheet. (a) At least five two (52) Business Days before the Closing and concurrently with the delivery of the Estimated Closing StatementAdjustment Amount, the Company shall prepare and deliver to Parent Buyer a spreadsheet (the “Consideration Spreadsheet”), certified by an officer the Chief Executive Officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Date, the following: (i) the names and addresses of all Stockholders and the number of Shares shares of Capital Stock held by such Persons; (ii) the names and addresses of all Persons holding Company Options (“Optionholders”), together with the number of Shares shares of Capital Stock subject to the Company Options held by such Optionholders, the grant date, the date and exercise price and the vesting schedule for such Company Options; (iii) the names and addresses of all Persons holding Company Warrants (“Warrantholders”), together with the number of Shares shares of Capital Stock subject to the Company Warrants held by such Warrantholders, the grant date, the date and exercise price and the vesting schedule for such Company Warrants; (iv) calculations of the names Base Merger Consideration and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUsAggregate Closing Share Consideration; (v) each Stockholder’s, Optionholder’s and Warrantholder’s portion of the names Per Share Closing Consideration, Per Option Share Closing Consideration, and addresses of all Convertible NoteholdersPer Warrant Share Closing Consideration, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholdersas applicable; (vi) the names each Stockholder’s, Optionholder’s and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Warrantholder’s Pro Rata Share (as a percentage interest and in dollar terms) of the Closing Merger Considerationinterest); and (ixvii) each Securityholders’ Indemnifying Securityholder’s Indemnity Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative Fundinterest). (b) The parties agree that ParentBuyer, Merger Sub and Paying Agent Merger LLC shall be entitled to rely on the Consideration Spreadsheet in making payments under Article IIhereunder and Buyer, and Parent Merger Sub and Merger Sub LLC shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least five (5) Business Days before prior to the Closing and concurrently with the delivery of the Estimated Closing StatementClosing, the Company shall prepare and deliver to Parent a spreadsheet (the “Closing Consideration Spreadsheet”), certified prepared by an officer of the CompanyCompany in good faith and detailing the following, which shall set forthin each case, as of the Closing Date and immediately prior to the Effective Date, the followingTime: (i) the names name and addresses address of all Stockholders record of each Company Stockholder and the number and class, type or series of Shares shares of Company Capital Stock held by each, and in the case of shares of each series of Company Preferred Stock, the number of shares of Company Common Stock into which such Personsshares of Company Preferred Stock are convertible; (ii) the names of record of each holder of Company Options, and addresses of all Optionholdersthe exercise price, together with the number of Shares shares of Company Capital Stock subject to each Company Options held by such Optionholdersholder (including, in the case of unvested Company Options, the grant vesting schedule, vesting commencement date, the exercise price and the vesting schedule for such Optionsdate fully vested); (iii) the names of record of each holder of a Company Convertible Note, the loan amount (principal and addresses of all Warrantholders, together with interest) and the number of Shares subject shares of Company Common Stock or Company Preferred Stock (on an as converted to Warrants held by Company Common Stock basis) issuable upon conversion of such Warrantholders, the grant date, the exercise price and the vesting schedule for such WarrantsCompany Convertible Note; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUsAggregate Fully Diluted Company Common Stock; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholdersshares of Company Common Stock issuable upon conversion of each series of Company Preferred Stock; (vi) the names and addresses of all holders of Restricted Stock together with the aggregate number of Shares held by such holders upon vesting of the Restricted Stock;shares subject to Company Options; and (vii) detailed calculations of each of the Closing Merger Considerationfollowing (in each case, Fully Diluted Share Number and Closing Per Share determined without regard to withholding): (A) the Aggregate Merger Consideration; (viiiB) the Conversion Ratio; (C) the Per Preferred Share Merger Consideration for each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) series of the Closing Merger ConsiderationCompany Preferred Stock; and (ixD) for each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow AmountConverted Stock Option, the Net Working Capital Fund exercise price therefor and the Securityholders’ Representative Fundnumber of Parent Common Shares subject to such Converted Stock Option. (b) The contents of the Closing Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Closing Consideration Spreadsheet. The parties agree that Parent, Merger Sub and Paying Agent Parent shall be entitled to rely on the Closing Consideration Spreadsheet in making payments under Article II, and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration SpreadsheetARTICLE III.

Consideration Spreadsheet. (a) At least five (5) Business Days before the Closing and concurrently with the delivery of the Estimated Closing Statement, the The Company shall prepare and deliver to Parent Parent, no less than six (6) calendar days prior to the Closing, a spreadsheet (the “Consideration Spreadsheet”), certified ) in the form agreed to by an officer of the CompanyCompany and Parent, which spreadsheet shall set forth, be dated as of the Closing Date and immediately prior shall set forth all of the following information, as of the Closing Date: (a) the names of all the Company Holders and their respective addresses and taxpayer identification numbers as reflected in the records of the Company; (b) the number and kind of shares of Company Common Stock held by, or subject to the Effective DateCompany Options held by, such Persons; (c) the exercise price per share of each Company Option; (d) the Fully-Diluted Number, (e) the calculation of the Adjustment Amount, Company Cash, Company Debt (including an itemized list of each item of Company Debt indicating the Person to whom such expense is owed), as part of the Closing Debt Certificate, the following: Estimated Merger Consideration and the Common Stock Per Share Amount; (f) the amount of Specified Transaction Expenses (including an itemized list of each such Specified Transactional Expense indicating the general nature of such expense (i.e., legal, accounting, etc.) and the Person to whom such expense is owed), as part of the Closing Expense Certificate; (g) the amount of cash issuable to each Company Holder in exchange for the Company Common Stock held by such Persons; (h) the amount of cash issuable to each holder of a Company Option in exchange for the Company Options held by such Persons (including the amount of cash required to be deducted and withheld from such Persons for Taxes and the amount of Tax payable by the Company in connection with such Company Option, including any fringe benefit Tax); and (i) the names and addresses of all Stockholders and the number of Shares held by such Persons; (ii) the names and addresses of all Optionholders, together with the number of Shares subject to Options held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Options; (iii) the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) Significant Shareholder Percentage Interest of the Escrow AmountFund applicable to each Significant Shareholder. Unless otherwise provided herein, all payments from Parent to or for the Net Working Capital Fund and benefit of the Securityholders’ Representative Fund. (b) The parties agree that Parent, Merger Sub and Paying Agent Former Shareholders shall be entitled made in cash by wire transfer of immediately available funds to rely on such bank account(s) as shall be designated in writing by the Consideration Spreadsheet Former Shareholders or the Shareholders’ Agent in making payments under Article IIaccordance with each Former Shareholder’s Percentage Interest, and all payments from Parent and Merger Sub shall not be responsible to or for the calculations benefit of the holders of Company Option shall be made in cash by wire transfer of immediately available funds to such bank account(s) as shall be designated in writing by the holders of Company Options or the determinations regarding such calculations in such Consideration SpreadsheetShareholders’ Agent.

Consideration Spreadsheet. (a) At least five (5) Business Days before Before the Closing and concurrently with the delivery of the Estimated Closing StatementClosing, the Company shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified by an officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective DateTime, the following: (i) the names and addresses of all Stockholders Company Unitholders and that portion of the Acquisition Shares, Parent Common Stock and the number Parent Warrants to be delivered (A) to each Company Unitholder following the Closing in accordance with Section 1.10(b) or (B) to the Escrow Agent on behalf of Shares held by such Personsany Company Unitholder at the Closing in accordance with Section 1.10(c); (ii) each Company Unitholder’s (A) pro rata share of indemnification obligations under Article VII (which, for the names avoidance of doubt, shall be measured in accordance with such Company Unitholder’s actual receipt of Merger Consideration in proportion to the aggregate Merger Consideration), and addresses (B) pro rata share of all Optionholders, together the Indemnity Escrow Fund and the Consent Escrow Fund (which shall be calculated in accordance with the number of Shares subject Company’s Operating Agreement) (the applicable pro rata share pursuant to Options held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Options;clause (A) or (B) is referred to herein as a Company Unitholder’s “Pro Rata Share”); and (iii) the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting amount of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (Consideration to be set aside as a percentage interest reserve to pay fees, costs and in dollar terms) of expenses that the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the SecurityholdersUnitholders’ Representative Fundmay incur pursuant to Article VIII. (b) The parties Parties, including the Company Unitholders signatory to a Joinder Agreement, acknowledge and agree that Parent, Parent and Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in for making payments under Article IIof the Merger Consideration and the Indemnity Escrow Amount, and if any. In addition, Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such the calculations in such the Consideration Spreadsheet. In addition, for purposes of determining a Company Unitholder’s applicable Pro Rata Share, Parent shall be entitled to rely on the Consideration Spreadsheet. (c) In connection with the delivery of the Consideration Spreadsheet, the Company will deliver an updated Cap Table to Parent, updated to reflect the outstanding membership interests as of immediately prior to the Effective Time (the “Updated Cap Table”).

Consideration Spreadsheet. (a) At least five (5) Business Days before the Closing The Company has prepared and concurrently with the delivery of the Estimated Closing Statement, the Company shall prepare and deliver delivered to Parent a spreadsheet (the “Consideration Spreadsheet”), certified by an officer the Chief Financial Officer of the CompanyCompany (solely in his capacity as such), which shall set sets forth, as of the Closing Date and immediately prior to the Effective Date, the following: (i) the names name and addresses last known address of all Stockholders and the number number, class and series of Shares Capital Stock held by such Personseach Stockholder; (ii) the names and addresses of all Optionholders, together with the number of Shares subject to Options held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Options; (iii) the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number Consideration and Closing Per Share Merger Consideration; (viiiiii) each Securityholders’ Stockholder’s Pro Rata Share (as a percentage interest and in dollar termsinterest), if any, of (A) of the Closing Merger Consideration; and , (ixB) each Securityholders’ Pro Rata Share any Post-Closing Adjustment, (as a percentage interest C) any returned Indemnification Escrow Funds, (D) any returned Integration Cost Escrow Funds and in dollar terms(E) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ any returned Seller Representative FundExpense Funds. (b) The parties agree that Parent, Distribution Agent and Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article IIII and Parent, and Parent Distribution Agent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet. The parties acknowledge and agree that the Closing Merger Consideration, as adjusted from time to time pursuant to this Agreement and giving effect to amounts released to the Priority Preferred Stockholders from the Escrow Funds are intended to be allocated among the Priority Preferred Stockholders consistent with the Company Charter Documents and the DGCL, and the Stockholder Representative is hereby authorized to update and deliver to Parent, the Distribution Agent, the Escrow Agent and any other applicable Persons the Consideration Spreadsheet from time to time to effectuate the foregoing, as necessary in the Stockholder Representative’s good faith judgment to provide for an allocation consistent with the foregoing; provided, that, Parent, the Distribution Agent and the Surviving Corporation shall be entitled to rely on the updated Consideration Spreadsheet in making payments under Article II and Parent, the Distribution Agent and the Surviving Corporation shall not be responsible for the calculations or the determinations regarding such calculations in any updated Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least five (5) Business Days before prior to the Closing and concurrently with the delivery of the Estimated Closing StatementClosing, the Company shall prepare and deliver to Parent a spreadsheet (the “Closing Consideration Spreadsheet”), certified prepared by an officer of the CompanyCompany in good faith and detailing the following, which shall set forthin each case, as of the Closing Date and immediately prior to the Effective Date, the followingTime: (i) the names name and addresses address of all Stockholders record of each Company Stockholder and the number and class, type or series of Shares shares of Company Capital Stock held by each, and in the case of shares of each series of Company Preferred Stock, the number of shares of Company Common Stock into which such Personsshares of Company Preferred Stock are convertible, as adjusted, as applicable, under the Company Charter; (ii) the names and addresses of all Optionholders, together with the number of Parent Common Shares subject to Options held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Optionsbe issued to each holder of shares of Company Capital Stock under Section 3.1; (iii) the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants;Aggregate Fully Diluted Company Common Stock; and (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of each of the Closing Merger Considerationfollowing (in each case, Fully Diluted Share Number and Closing Per Share determined without regard to withholding): (A) the Aggregate Merger Consideration; (viiiB) the Aggregate Preference Amount; (C) the Aggregate Participating Merger Consideration; (D) the Conversion Ratio; (E) for each Securityholders’ Company Earnout Holder, its Earnout Pro Rata Share Share; (as a percentage interest and in dollar termsF) of the Closing Merger ConsiderationSeries X Gross Up Amount; and (ixG) for each Securityholders’ Pro Rata Share (as a percentage interest and holder of Series X Preferred Stock that has duly submitted an Election Form to receive cash in dollar terms) lieu of any portion of the Escrow AmountAggregate Merger Consideration, the Net Working Capital Fund and the Securityholders’ Representative FundSeries X Option Amount due to such holder. (b) The contents of the Closing Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Closing Consideration Spreadsheet. The parties agree that Parent, Merger Sub and Paying Agent Parent shall be entitled to rely on the Closing Consideration Spreadsheet in making payments under Article II, ARTICLE III and Parent subparagraphs (2) and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet(3) of Section 6.6.

Consideration Spreadsheet. (a) At least five The Company has prepared and delivered to Parent a spreadsheet attached hereto as Exhibit H (5the “Signing Spreadsheet”), certified by an authorized Person of the Company on behalf of the Company, setting forth for each record Holder of any Units or Company Warrants: (i) Business Days before the name, address (including email address) and, where available, tax identification number of such Holder; (ii) the number and type of Units held by such Holder; (iii) with respect to Company Incentive Units, the threshold value for such Company Incentive Units; (iv) the number of Company Warrants held by such Holder and the exercise price for such Company Warrants; (v) such holder’s Pro Rata Percentage determined as of the date hereof; (vi) the amount of cash payable to such Holder pursuant to Section 2.7 and Section 2.8 as Closing Cash Consideration for its Units and concurrently Company Warrants based on the preliminary statement of Net Working Capital as of June 30, 2014 attached as Exhibit I (the “Preliminary NWC Statement”); (vii) the number of shares of Parent Common Stock issuable to such Holder pursuant to Section 2.7 and Section 2.8 as Closing Stock Consideration (and any cash payable to such holder in lieu of fractional shares of Parent Common Stock) for its Units and Company Warrants; (viii) the number of shares of Parent Common Stock to be deposited in respect of such Holder’s Units and Company Warrants into the Escrow Fund; (ix) the amount of cash in respect of such Holder’s Units and Company Warrants to be paid toward the Holder Representative Expense Fund; and (x) the amount of tax, if any, required by Law to be withheld from any consideration payable to such Holder as of the date hereof (including taxes required to be withheld in respect of amounts deposited in the Holder Representative Expense Fund). (b) Concurrently with the delivery of the Estimated Preliminary Closing StatementStatement pursuant to Section 2.13, the Company shall prepare and deliver to Parent a spreadsheet an updated Signing Spreadsheet (as so updated, the “Consideration Spreadsheet”), certified by an officer authorized Person of the Company on behalf of the Company, which shall that recalculates the information set forth, as of forth in clause (a) with respect to each Holder based on the Closing Date and immediately prior Estimated Net Working Capital. Notwithstanding anything to the Effective Datecontrary in the Company LLC Agreement or otherwise, the following: (i) the names and addresses of all Stockholders and the number of Shares held by such Persons; (ii) the names and addresses of all Optionholders, together with the number of Shares but subject to Options held by such OptionholdersSection 2.9, the grant date, the exercise price all amounts and the vesting schedule for such Options; (iii) the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (as a percentage interest and allocations set forth in dollar terms) of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative Fund. (b) The parties agree that Parent, Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet shall be conclusive and binding on all parties. In the event of any inconsistency between the Consideration Spreadsheet and any provision of the Company LLC Agreement or any other document, the Consideration Spreadsheet shall control in making payments under Article II, and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheetall respects.

Consideration Spreadsheet. (a) At least five (5) Business Days before the Closing and concurrently with the delivery The Preliminary Consideration Spreadsheet sets forth a summary of the Estimated Closing Statementallocation (prepared in good faith and reasonably estimated as of the date hereof) of the amounts payable to the Effective Time Holders pursuant to this Agreement. As contemplated by Section 7.3(i), the Company shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified by an officer the Chief Executive Officer and Chief Financial Officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Date, the followingsetting forth for each Holder: (i) the names name and addresses address (including email address) of all Stockholders and the number of Shares held by such PersonsHolder; (ii) the names number and addresses type of all Optionholdersshares of Company Stock that will be held by such Holder as of immediately prior to the Effective Time (including after giving effect to the exercise or deemed exercise of any Vested Company Warrants, together with and identifying any such Shares) and, in the case of shares of Series A Preferred Stock and Series A-1 Preferred Stock, the number of Shares subject shares of Company Common Stock issuable to Options held by such Optionholders, Holder upon conversion thereof pursuant to the grant date, the exercise price and the vesting schedule for such OptionsCompany Charter; (iii) the names and addresses of all Warrantholders, together with (A) the number and type of Shares subject to Warrants Company Options held by such WarrantholdersHolder, the grant date, (B) the exercise price with respect to each such Company Option, (C) the vested and exercisable portion of any such Company Option, (D) the vesting schedule for with respect to such WarrantsCompany Option and (E) whether the Transaction triggers any acceleration (and if so, the portion of the Company Option that will be accelerated); (iv) the names and addresses amount of all RSU Holders, together with the number of Shares subject cash payable to RSUs held by such RSU Holders, the grant date and the vesting schedule Holder pursuant to Section 2.7 as Closing Consideration for such RSUsHolder’s Company Stock or Vested In-the-Money Options; (v) the names and addresses number of all Convertible NoteholdersUnvested In-the-Money Options held by such Holder that are deemed assumed by Parent pursuant to Section 2.7(b)(ii), together with including the number of Shares shares of Company Common Stock that are subject to Convertible Notes held by vesting, and the exercise price per share of the Company Common Stock subject to such Convertible Noteholdersassumed Company Options; (vi) the names amount of cash to be deposited in respect of such Holder into (A) the Adjustment Escrow Fund, (B) the Indemnity Escrow Fund and addresses of all holders of Restricted Stock together with (C) the number of Shares held by such holders upon vesting of the Restricted Stock;Holder Representative Fund; and (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ such Effective Time Holder’s Pro Rata Share (as a percentage interest and in dollar terms) of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative FundPercentage. (b) The parties acknowledge and agree that Parentany discrepancy between the Merger Consideration payable pursuant to Section 2.7 and the Consideration Spreadsheet, Merger Sub and Paying Agent the provisions of Section 2.7 shall be entitled to rely on prevail; provided, however, that this Section 2.11(b) shall have no impact in respect of the indemnification for any inaccuracies in or omissions from the Consideration Spreadsheet in making payments under Article II, and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheetpursuant to Section 8.2(d).

Consideration Spreadsheet. (a) At least five three (53) Business Days before prior to the Closing and concurrently with the delivery of the Estimated Closing StatementDate, the Company shall prepare and deliver to Parent a consideration spreadsheet (the “Consideration Spreadsheet”), certified prepared by an officer of the CompanyCompany in good faith and detailing the following, which shall set forthin each case, as of the Closing Date and immediately prior to the Effective DateTime, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the followingConsideration Spreadsheet: (i) the names name and addresses address of all Stockholders record of each Company Stockholder and the number and class, type or series of Shares shares of Company Capital Stock held by each, and in the case of shares of each series of Company Preferred Stock, the number of shares of Company Common Stock into which such Personsshares of Company Preferred Stock are convertible; (ii) the names and addresses of all Optionholders, together with the number of Shares subject to Options held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Options;Fully Diluted Company Shares; and (iii) detailed calculations of each of the names and addresses of all Warrantholdersfollowing (in each case, together with determined without regard to withholding): (A) the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such WarrantsPer Share Merger Consideration Amount; (ivB) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUsConversion Ratio; (vC) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible NoteholdersMerger Consideration Shares; (viD) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting for each Company Stockholder, its pro rata portion of the Restricted Merger Consideration Shares for its shares of Company Preferred Stock and Company Common Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative Fund. (b) The contents of the Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. Under no circumstances shall Parent or Merger Sub be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet so long as such calculations were not made by Parent or Merger Sub and the parties agree that Parent, Parent and Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, and Parent and this ARTICLE III. (c) Nothing contained in this Section 3.5 or in the Consideration Spreadsheet shall be construed or deemed to: (i) modify the Company’s obligations to obtain Parent’s prior consent to the issuance of any securities pursuant to Section 6.1(a)(xvi); or (ii) alter or amend the definition of Per Share Merger Sub shall not be responsible for the calculations Consideration Amount or the determinations regarding such calculations in such Merger Consideration SpreadsheetShares.

Consideration Spreadsheet. (a) At least five (5) Business Days before prior to the Closing and concurrently with the delivery of the Estimated Closing StatementDate, the Company Xxxxxx shall prepare and deliver to Parent Subversive a spreadsheet written statement setting forth a list of (i) the Xxxxxx Shareholders that are Non-U.S. Persons and the Xxxxxx Shareholders that are U.S. Persons that are Qualified Investors (including addresses for such Persons), the number and class of Xxxxxx Shares held by such Xxxxxx Shareholders, and the number of Subversive Common Shares each such Xxxxxx Shareholder is entitled to receive in accordance with Section 2.01(a) and Section 2.02(b)(i), (ii) the holders of Xxxxxx Options that are Continuing Employees, the number of Xxxxxx Common Shares underlying the Xxxxxx Options held by such Continuing Employees, and the number of Subversive Common Shares that each such Continuing Employee is entitled to receive immediately after the Effective Time upon exercise of such Xxxxxx Options in accordance with Section 2.02(d)(i), (iii) the Xxxxxx Shareholders that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of Xxxxxx Shares held by such Xxxxxx Shareholders, and the Closing Cash-Out Amount each such Xxxxxx Shareholder is entitled to receive in accordance with Section 2.02(b)(ii), (iv) the holders of Xxxxxx Options that are not Continuing Employees, the number of Xxxxxx Common Shares underlying the Xxxxxx Options held by such holders of Xxxxxx Options, and the Xxxxxx Option Cash-Out Amount each such holder of Xxxxxx Options is entitled to receive in accordance with Section 2.02(d)(ii), (v) the Xxxxxx Shareholders that are holders of Dissenting Shares and (v) detailed calculations of the Closing Transaction Consideration, Closing Common Consideration Per Share, Closing Preferred A Consideration Per Share and Closing Preferred B Consideration Per Share (the “Consideration Spreadsheet”), certified by an officer together with such other supporting documentation as Subversive may reasonably request. The Parties agree that Xxxxxx shall be responsible for the accuracy and completeness of the Company, which shall set forth, as of the Closing Date Consideration Spreadsheet and immediately prior to the Effective Date, the following: (i) the names and addresses of all Stockholders and the number of Shares held by such Persons; (ii) the names and addresses of all Optionholders, together with the number of Shares subject to Options held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Options; (iii) the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative Fund. (b) The parties agree that Parent, Merger Sub and Paying Agent Subversive shall be entitled to rely on the Consideration Spreadsheet in making the issuances and payments under this Article II, II and Parent and Merger Sub Subversive shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least five (5) Business Days before prior to the Closing and concurrently with the delivery of the Estimated Closing StatementDate, the Company Seller shall prepare and deliver to Parent Buyer a spreadsheet (the “Consideration Spreadsheet”), certified by an officer Officer of the CompanySeller, which shall set sets forth, as of the Closing Date and immediately prior to the Effective DateClosing, the following: (i) the names and addresses (including email addresses), and wire instructions of all Stockholders and the number of Shares held by such Personseach Seller Stockholder; (ii) calculations of the names and addresses of all Optionholders, together with the number of Shares subject to Options held by such OptionholdersClosing Transaction Consideration, the grant dateClosing Share Number, the exercise price Fully Diluted Share Number, the Per Share Amount, the Per Share Escrow Amount and the vesting schedule for such OptionsPer Share Stockholder Rep Amount; (iii) the names and addresses Pro Rata Share of all Warrantholderseach Seller Stockholder (as a percentage interest), together with separate identification of the number Closing Transaction Consideration in dollar terms of Shares subject to Warrants held be received by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrantseach Seller Stockholder; (iv) the names and addresses aggregate amount in dollar terms to be contributed by each Seller Stockholder to each of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date Adjustment Escrow Amount and the vesting schedule for such RSUsIndemnity Escrow Amount; (v) the names and addresses of all Convertible Noteholders, together with aggregate amount in dollar terms to be contributed by each Seller Stockholder to the number of Shares subject to Convertible Notes held by such Convertible NoteholdersSeller Stockholder Representative Expense Fund; (vi) the names and addresses (including email addresses) of all holders of Restricted Stock together with Seller Optionholders, whether each Seller Optionholder is a current or former employee or an independent contractor, the number of Shares Seller Options held by such holders upon vesting Persons, the number of vested and unvested Seller Options held by such Persons, and the Restricted StockClosing Seller Option Consideration payable to each such Seller Optionholder as well as any applicable Tax withholding and the employer portion of any Taxes payable with respect thereto and, with respect to each Seller Optionholder; (vii) detailed calculations the names and addresses (including email addresses) of all Seller SARs Holders, whether each Seller SARs Holder is a current or former employee or an independent contractor, the number of Seller SARs held by such Persons, the number of vested and unvested Seller SARs held by such Persons, and the Closing Merger Consideration, Fully Diluted Share Number Seller SARs Consideration payable to each such Seller SARs Holder as well as any applicable Tax withholding and Closing Per Share Merger Considerationthe employer portion of any Taxes payable with respect thereto and with respect to each Seller SARs Holder; (viii) each Securityholders’ Pro Rata Share the names and addresses (as a percentage interest and in dollar termsincluding email addresses) of all Seller Warrant Holders, the number of shares of Seller Common Stock subject to Seller Warrants held by such Persons and the Closing Merger ConsiderationSeller Warrant Consideration payable to each such Seller Warrant Holder as well as any applicable Tax withholding and the employer portion of any Taxes payable with respect thereto and with respect to each Seller Warrant Holder; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest the names and in dollar terms) addresses, invoices, and wire instructions of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative Fund.any recipients of payments by or on behalf of Buyer pursuant to Section ‎2.5(b). US-DOCS\131312541.20 (b) The parties Parties agree that Parent, Merger Sub Buyer is and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II‎Article II (including as it may be adjusted pursuant to Section 2.9), and Parent that Buyer is and Merger Sub shall not be responsible for the calculations or the determinations regarding determination of the amounts payable as a result of such calculations in such Consideration SpreadsheetSpreadsheet or liable to any Person for the accuracy of any payments made to such holders in accordance therewith.

Consideration Spreadsheet. Each Selling Shareholder hereby irrevocably and unconditionally acknowledges and agrees that: (a) At least five (5) Business Days before in the Closing and concurrently with the delivery case of the Estimated Closing StatementMajority Shareholder, the Company sole consideration payable to such Majority Shareholder hereunder in respect of its Distributed Interests sold pursuant to this Agreement shall prepare and deliver to Parent a spreadsheet be such Majority Shareholder’s Net Closing Cash Allocation, Majority Shareholder Note, Earn-Out Cash Allocation (the “Consideration Spreadsheet”2021) and/or Earn-Out Cash Allocation (2022), certified by an officer of the Companyas applicable, which shall set forth, as of the Closing Date and immediately prior pursuant to the Effective Date, the following: (i) the names and addresses of all Stockholders and the number of Shares held by such Persons; (ii) the names and addresses of all Optionholders, together with the number of Shares subject to Options held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Options; (iii) the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Section 1.3 or Pro Rata Share (as a percentage interest and in dollar terms) of the Closing Merger Consideration; and (ix) each Securityholders’ Purchase Price Underpayment pursuant to Section 1.6(a), as may be reduced by an amount equal to such Majority Shareholder’s Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow AmountPurchase Price Overpayment, in each case shown in the Net Working Capital Fund Consideration Spreadsheet as payable and the Securityholders’ Representative Fund. issuable to such Majority Shareholder; (b) The parties agree that Parentin the case of each Minority Shareholder, Merger Sub and Paying Agent the sole consideration payable to such Minority Shareholder hereunder in respect of its Distributed Interests sold pursuant to this Agreement shall be entitled such Minority Shareholder’s Net Closing Cash Allocation, Equity Consideration Allocation, Earn-Out Cash Allocation (2021) and/or Earn-Out Cash Allocation (2022), as applicable, pursuant to rely on Section 1.3 or Minority Pro Rata Share of the Purchase Price Underpayment pursuant to Section 1.6(a) and Adjustment Escrow Contribution Amount, as may be reduced by an amount equal to such Minority Shareholder’s Minority Pro Rata Share of the Purchase Price Overpayment, in each case shown in the Consideration Spreadsheet as payable and issuable to such Minority Shareholder; and (c) such Selling Shareholder forever waives and discharges any and all rights or claims of any kind whatsoever that such Selling Shareholder has or may have to receive consideration in making payments under Article II, and Parent and Merger Sub shall not be responsible for respect of the calculations or Distributed Interests in excess of the determinations regarding amount shown as payable to such calculations Selling Shareholder in such the Consideration Spreadsheet. For U.S. federal income tax purposes, with respect to the Company’s obligations, if any, under the Pxxxx Xxxxxxx Facility, each Selling Shareholder shall be treated as though it first received the items of consideration described in this Section 1.7 or amounts attributable to the Pxxxx Xxxxxxx Facility that reduced his, her or its Net Closing Cash Allocation and then directed the Company or Purchaser to apply such consideration for purposes of satisfying such obligations under the Pxxxx Xxxxxxx Facility.

Consideration Spreadsheet. (a) At least five (5) Business Days before the Closing and concurrently with the delivery of the Estimated Closing Statement, the The Company shall prepare and deliver have delivered to Parent a Buyer the consideration spreadsheet (the “Consideration Spreadsheet”), certified ) completed to include all of the following information and a certificate executed by an the chief executive officer of the Company, which shall set forth, dated as of the Closing Date and immediately prior to the Effective Date, certifying on behalf of the following: Company, and not in any personal capacity, that the Consideration Spreadsheet is true and correct: (i) the names and addresses of all Stockholders name, the mailing address and the number email address in the books and records of Shares held by such Persons; the Company, if available, of each Securityholder or Option Promisee; (ii) the names number, class and addresses series of all Optionholdersshares of Capital Stock held by, together with the number of Shares or subject to the Company Options held by, such Person and, in the case of outstanding shares, the respective certificate numbers representing such shares or a statement that such shares are not represented by certificates; (iii) the exercise price per share of each Company Option; (iv) the calculation of the Net Closing Merger Consideration, the Per Share Common Closing Amount, the Per Share Series A Closing Amount; (v) the Fully Diluted Shares Outstanding; (vi) the amount of the Per Share Common Merger Consideration and the Per Share Series A Merger Consideration (expressed as a dollar amount) distributable to each Stockholder pursuant to this Agreement in exchange for the Capital Stock held by such Person at the Closing; (vii) the amount of Per Option Share Closing Consideration distributable to each Optionholder pursuant to this Agreement in exchange for the Company Options held by such Optionholders, Person at the grant date, the exercise price and the vesting schedule for such Options; Closing; (iiiviii) the names amount (expressed as a dollar amount) distributable to each Option Promisee at the Closing; (ix) the pro rata share of each Milestone Payment distributable to each Option Promisee, which amounts shall comprise Company Transaction Expenses to be deducted prior to the determination of the payments to the Securityholders in respect of such Milestone Payment; (x) whether each Stockholder, Optionholder and addresses Option Promisee will be paid by the Paying Agent or through the Company’s payroll in respect of all Warrantholders, together with the number applicable securities of Shares subject to Warrants the Company held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative Fundholder. (b) The parties agree that Parent, Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least five (5) Business Days before prior to the Closing and concurrently with the delivery of the Estimated Closing StatementClosing, the Company shall prepare and deliver to Parent a spreadsheet (the “Form Consideration Spreadsheet”), certified prepared by an officer of the CompanyCompany in good faith and setting forth the following, which shall set forthin each case, as of the Closing Date and immediately prior to the Effective DateTime, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the followingConsideration Spreadsheet: (i) the names name and addresses address of all Stockholders record of each Company Stockholder and the number and class, type or series of Shares shares of Company Common Stock held by such Personseach; (ii) the names of record of each holder of Vested Company Options, and addresses of all Optionholdersthe exercise price, together with the number of Shares shares of Company Common Stock subject to Options each Vested Option held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Optionsit; (iii) the names of record of each holder of Unvested Company Options, and addresses of all Warrantholdersthe exercise price, together with the number of Shares shares of Company Common Stock subject to Warrants each such Unvested Company Option held by it and vesting arrangements with respect to each such WarrantholdersUnvested Company Option (including the vesting schedule, the grant vesting commencement date, the exercise price and the vesting schedule for such Warrantsdate fully vested); (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUsFully Diluted Company Shares; (v) the names and addresses of all Convertible Noteholders, together with the aggregate number of Shares subject to Convertible Notes held by such Convertible NoteholdersRollover Option Shares; (vi) detailed calculations of each of the names and addresses following (in each case, determined without regard to withholding): (A) the Closing Merger Consideration Shares; (B) the Closing Per Share Merger Consideration payable to each named Company Stockholder for each share of all holders Company Common Stock held by it; (C) to the extent applicable, the Additional Per Share Merger Consideration payable to each named Earnout Recipient for each share of Restricted Company Common Stock or Converted Stock Option held by it (assuming each such holder were to be entitled to receive Additional Per Share Merger Consideration); (D) to the extent applicable, the pro rata portion of any shares of Parent Common Stock payable to each named Company Stockholder in connection with expired or forfeited Converted Stock Options, as set forth in Section 3.2(b); (E) the aggregate number of the Indemnification Escrow Shares to be deducted, as provided in Section 3.4(a)(i), from the Closing Merger Consideration Shares into which the shares of Company Common Stock are converted pursuant to this Agreement, together with the number portion thereof attributable to each share of Shares held by such holders upon vesting of the Restricted Company Common Stock; (viiF) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger ConsiderationExchange Ratio; (viiiG) for each Securityholders’ Pro Rata Share (as Converted Stock Option, the exercise price therefor and the number of shares of Parent Common Stock subject to such Converted Stock Option and whether such Converted Stock Option constitutes a percentage interest and in dollar terms) of the Closing Merger ConsiderationVested Company Option or Unvested Company Option; and (ixH) each Securityholders’ Pro Rata Share the aggregate number of shares of Parent Common Stock issuable upon exercise of all the Converted Stock Options. (vii) any explanatory or supporting information, including calculations, as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative FundParent may reasonably request. (b) The Consideration Spreadsheet delivered hereunder shall be true complete and correct and shall contain the same information described in this Section 3.5, subject to Parent’s rights pursuant to Section 3.5(a)(ix). (c) The contents of the Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, and shall comport with the provisions of this Agreement, but the Company shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. Under no circumstances shall Parent or Merger Sub be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet and the parties agree that Parent, Parent and Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, and Parent and ARTICLE IV. (d) Nothing contained in this Section 3.5 or in the Consideration Spreadsheet shall be construed or deemed to: (i) modify the Company’s obligations pursuant to Section 6.1(a)(xviii) to obtain Parent’s prior consent to the issuance of any securities; or (ii) alter or amend the definitions of the Closing Merger Sub shall not be responsible for the calculations Consideration Shares or the determinations regarding such calculations in such Consideration SpreadsheetIndemnification Escrow Shares.

Consideration Spreadsheet. (a) At least five three (53) Business Days before prior to the Closing and concurrently with the delivery of the Estimated Closing StatementDate, the Company shall prepare and deliver to Parent a spreadsheet in the form attached hereto as Exhibit D (such form, the “Illustrative Consideration Spreadsheet”) reflecting (i) the Initial Amount and the Company’s good faith estimate of the Closing Excess Cash Amount (including the Company Fees and Expenses and the Closing Net Working Capital Amount), which amounts shall be consented to by Parent (which consent shall not be unreasonably withheld, conditioned or delayed); provided if such consent has been withheld and no agreement between the Company and Parent can be reached after good faith negotiations by close of business on the Business Day prior to the Closing Date, the parties shall proceed to Closing on the Closing Date and the Consideration Spreadsheet as initially delivered shall be used for purposes of this Section 2.12(j)(i), (ii) the Aggregate Series B Preference Amount, the Per Share Series B Preference Amount, the Aggregate Series A Preference Amount, the Per Share Series A Preference Amount, the Closing Company Share Number, the Per Share Merger Consideration and the Per Share Shareholders’ Agent Reserve Fund Amount, (iii) the Aggregate Exercise Amount and the amount payable in connection with the Closing to each Cashed-Out Holder and holder of Company Investor Options or Company Warrants, (iv) with respect to each of the foregoing items (to the extent applicable), the portion thereof payable in cash and shares of Parent Common Stock (and the number of shares of Parent Common Stock to be issued in connection therewith), (v) each Effective Time Holder’s Proportionate Share and the amount payable in connection with the Closing to each Effective Time Holder, (vi) each Effective Time Holder’s physical and e-mail address, (vii) wire instructions for any amounts to be paid on behalf of the Surviving Corporation pursuant to Section 2.12(i), and (viii) any fees and expenses to be paid from any Milestone Payment or PRV Payment upon direction of the Shareholders’ Agent pursuant to Section 2.12(i) (the spreadsheet described in this sentence, the “Consideration Spreadsheet”). The calculations contained in the Consideration Spreadsheet, certified as delivered by an officer the Company to Parent, shall be made without regard to withholding and shall be used to determine the amounts to be paid at the Closing pursuant to this Article II (and the Proportionate Shares of the Company, which Effective Time Holders specified therein shall set forth, as of the Closing Date and immediately prior be used to allocate payments to be made to or by the Effective DateTime Holders after the Closing). For the avoidance of doubt, the following: (i) the names and addresses of all Stockholders and the number of Shares held by such Persons; (ii) the names and addresses of all Optionholders, together with the number of Shares subject to Options held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Options; (iii) the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative Fund. (b) The parties agree that Parent, Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, and Parent and Merger Sub shall not include any payments to be responsible for made under the calculations or the determinations regarding such calculations in such Consideration SpreadsheetSeries B Additional Purchase Price Agreement.

Consideration Spreadsheet. (a) At least five (5) Business Days before Prior to the Closing and concurrently with the delivery of the Estimated Closing StatementDate, the Company shall prepare and deliver have delivered to Parent the Purchaser a spreadsheet (the “Consideration Spreadsheet”), certified by an officer of which provides for the Company, which shall set forthfollowing, as of the Closing Date and immediately prior to the Effective Date, the followingClosing: (a) For each Shareholder: (i) the names and addresses name of all Stockholders and the number of Shares held by such PersonsShareholder; (ii) the names and addresses of all Optionholders, together with the number of Ordinary Shares subject to Options held by such Optionholders, the grant date, the exercise price Shareholder and the vesting schedule respective certificate numbers for such Options;Ordinary Shares (or an indication that such Ordinary Shares are uncertificated); and (iii) the names number and addresses type of all Warrantholders, together with the number shares of Shares subject to Warrants held Purchaser Stock Consideration that will be received by such Warrantholders, Stockholder as consideration for the grant date, sale of the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Ordinary Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative FundShareholder under this Agreement. (b) The parties agree For each Optionholder: (i) the name of such Optionholder; (ii) the number of Ordinary Shares underlying the Company Option(s) (and exercise price for such Company Option(s)) held by such Optionholder; and (iii) the number of shares of Purchaser Common Stock underlying such Substituted Option (and the exercise price of such Substituted Option) that Parent, Merger Sub will be received by each such Optionholder. (c) For each Noteholder: (i) the name of such Noteholder; (ii) the principal and Paying Agent shall accrued interest amount with respect to the Note(s) held by such Noteholder as of the Closing; and (iii) the number of shares of Purchaser Series A-1 Preferred Stock that will be entitled to rely on the Consideration Spreadsheet in making payments under Article II, and Parent and Merger Sub shall not be responsible received by such Noteholder as consideration for the calculations or termination and cancellation of in of such Note(s) held by such Noteholder under this Agreement. (d) For each SAFE Holder: (i) the determinations regarding name of such calculations in SAFE Holder; (ii) the amount with respect to the SAFE(s) held by such Consideration SpreadsheetSAFE Holder as of the Closing; and (iii) the number of shares of Purchaser Series A-1 Preferred Stock that will be received by such SAFE Holder as consideration for the termination and cancellation of such SAFE(s) held by such SAFE Holder under this Agreement.

Consideration Spreadsheet. (a) At least five (5) Business Days before prior to the Closing and concurrently with the delivery of the Estimated Closing StatementClosing, the Company shall prepare and deliver to Parent SPAC a spreadsheet (the “Consideration Spreadsheet”), certified prepared by an officer of the CompanyCompany in good faith and detailing the following, which shall set forthin each case, as of the Closing Date and immediately prior to the Effective Date, the followingTime: (i) the names name and addresses address of all Stockholders record of each Company Shareholder and the number of Shares shares of Domesticated Company Common Stock held by such Personsit; (ii) the names name and addresses address of all Optionholders, together with record of each holder of Domesticated Company Warrants and the number of Shares shares of Domesticated Company Common Stock subject to Options each Company Warrant held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Optionsit; (iii) the names of record of each holder of Domesticated Company Options, and addresses of all Warrantholdersthe exercise price, together with the number of Shares shares of Domesticated Company Common Stock subject to Warrants each Domesticated Company Options held by such Warrantholdersit (including, in the case of unvested Domesticated Company Options, the grant vesting schedule, vesting commencement date, the exercise price and the vesting schedule for such Warrantsdate fully vested); (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUsAggregate Fully Diluted Company Common Stock; (v) detailed calculations of each of the names and addresses of all Convertible Noteholdersfollowing (in each case, together with the number of Shares subject determined without regard to Convertible Notes held by such Convertible Noteholderswithholding): (A) The Aggregate Merger Consideration; (viB) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viiiC) the Exchange Ratio; (D) for each Securityholders’ Pro Rata Share (as a percentage interest Domesticated Company Option, the exercise price therefor and in dollar terms) the number of the Closing Merger Considerationshares of Domesticated SPAC Common Stock subject to such Domesticated Company Option; and (ixE) for each Securityholders’ Pro Rata Share Domesticated Company Warrant, the exercise price therefor and the number of shares of Domesticated SPAC Common Stock subject to such Domesticated Company Warrant. The draft Consideration Spreadsheet (as a percentage interest and containing only certain of the information required by this Section 3.7(a)) are set forth in dollar termsSection 3.7(a) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative FundCompany Disclosure Letter. (b) The contents of the Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by SPAC, but the Company shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. The parties agree that Parent, Merger Sub and Paying Agent SPAC shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration SpreadsheetIII.

Consideration Spreadsheet. (a) At least five (5) Business Days before the Closing and concurrently with the delivery of the Estimated Closing Statement, the Company The Aggregate Merger Consideration shall prepare and deliver to Parent a spreadsheet be allocated as set forth on Schedule 1.7 (the “Consideration Spreadsheet”). The Consideration Spreadsheet identifies: (i) the name, certified by an officer address, and email address of the CompanyCompany Stockholders, Vested Company Option Holders, Non-Participating Instrument Holders and Participating Instrument Holders; (ii) dollar amounts being paid to each of the Non-Participating Instrument Holders; (iii) applicable investment amount of the Convertible Instrument held by each Participating Instrument Holder and the formula by which shall set forth, each such person will participate; (iv) the numbers and exercise prices of Vested Company Options held by each holder of Vested Company Options as of the Closing Date Date; (v) pro rata percentages and dollar amounts of the Aggregate Closing Merger Consideration, Escrow Deposit, Representative Expense Fund and any other potential distributions of funds to the Company Stockholders, Participating Instrument Holders and the Vested Company Option Holders (collectively, the “Company Interest Holders”); (vi) number of shares of Company Common Stock held by each Company Stockholder (with stock certificate numbers); (vii) the amount of Closing Cash being distributed to each Company Stockholder and (viii) any required withholding (if any) with respect to each Company Interest Holder, except for Vested Company Option Holders whose withholdings will be calculated through payroll. As used in this Agreement, the terms “pro rata”, “pro rata allocation” and “pro rata percentage” (including the pro rata percentages referenced in subsection (v) above) will be calculated as follows: (a) with respect to each Company Stockholder, the percentage will be obtained by dividing (1) the aggregate number of shares of Company Common Stock held by such Company Stockholder immediately prior to the Effective DateTime, by (2) the aggregate number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time, plus the aggregate number of shares of Common Stock that would have been issued to the Participating Interest Holders if the Convertible Instruments had been converted into shares of Company Common Stock immediately prior to the Effective Time in accordance with the Convertible Instrument, plus the aggregate number of shares of Company Common Stock that would have been issued to the Vested Company Option Holders if the Vested Company Options had been converted into shares of Company Common Stock immediately prior to the Effective Time less the applicable per share exercise price, for each such share under the Company Option, on a net exercise basis (the total number of shares set forth in this Section 1.7(a)(2) shall be the “Fully Diluted Shares”); (b) with respect to each Participating Interest Holder, the following: percentage will be obtained by dividing: (i1) the names and addresses of all Stockholders and the number of Shares held shares of Company Common Stock that would have been issued to such Participating Interest Holder had his, her or its Convertible Instruments been converted into shares of Company Common Stock immediately prior to the Effective Time in accordance with the terms of the Convertible Instrument, by such Persons; (ii2) the names and addresses of all Optionholders, together with the number of Shares subject to Options held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Options; (iii) the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Closing Merger ConsiderationShares; and (ixc) with respect to each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow AmountVested Company Option Holder, the Net Working Capital Fund and percentage will be obtained by dividing: (1) the Securityholders’ Representative Fundnumber of shares of Company Common Stock that would have been issued to such Vested Company Option Holder if his, hers or its Vested Company Options had been converted into shares of Company Common Stock immediately prior to the Effective Time, less the applicable per share exercise price, for each such share under the Company Option, on a net exercise basis by (2) the number of Fully Diluted Shares. (b) The parties agree that Parent, Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least five (5) Business Days before the Closing and concurrently with the delivery of the Estimated Closing Statement, the The Company shall prepare and deliver to Parent (with a copy to the Securityholder Representative), at or prior to the Closing, a spreadsheet (the “Consideration Spreadsheet”), certified by an officer of the Company, which shall set forth, 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 First Step Merger Effective Date, the following: Time: (ia) the names and addresses of all Stockholders the Company Securityholders and their respective addresses; (b) the number and class and series of Shares shares of Company Capital Stock held by such Persons; (ii) the names and addresses of all Optionholdersby, together with the number of Shares or subject to the Company Options held by by, such OptionholdersCompany Securityholders and, in the case of outstanding shares, the grant date, respective certificate numbers representing such shares; (c) the exercise price per share, the date of grant, and the vesting schedule for such Options; of each Company Option; (iiid) the names and addresses Tax status of all Warrantholderseach Company Option under Section 422 of the Code; (e) the calculation of the Per Share Stock Liquidation Preference, together with Per Share Cash Liquidation Preference, Per Share Common Stock Consideration and/or Per Share Common Cash Consideration payable to each Company Securityholder; (f) the number of Transaction Shares subject issuable to Warrants held by such Warrantholderseach holder of Company Options in respect of Assumed Options issuable pursuant to this Agreement, the grant date, the exercise price and the vesting schedule for such Warrants; (ivg) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share applicable to each Company Indemnifying Person, and (as a percentage interest and in dollar termsh) of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow AmountFund and Representative Expense Fund applicable to each Company Indemnifying Person to be deposited with the Escrow Agent (or in the case of the Representative Expense Fund, with the Securityholder Representative) at Closing for each Company Indemnifying Person. At least three (3) Business Days prior to the Closing, the Net Working Capital Fund and the Securityholders’ Representative Fund. (b) The parties agree that Parent, Merger Sub and Paying Agent Company shall be entitled deliver to rely on Parent a draft of the Consideration Spreadsheet in making payments under Article II, and the Company shall promptly notify Parent and Merger Sub shall not be responsible for the calculations of any modifications or the determinations regarding such calculations in such Consideration Spreadsheetchanges thereto.

Consideration Spreadsheet. (a) At least five (5) Business Days before the Closing and concurrently with the delivery of the Estimated Closing Statement, the The Company shall prepare and deliver to Parent Acquiror in accordance with this Section 6.07, a spreadsheet (the “Consideration Spreadsheet”) which shall set forth all of the following information, as of immediately prior to the Effective Time: (i) (A) the Aggregate Merger Consideration, (B) the Aggregate Common Stock Consideration, (C) the Aggregate Preferred Stock Consideration, (D) the Series A-1 Aggregate Consideration, (E) the Series A-2 Aggregate Consideration, (F) the Series B Aggregate Consideration, (G) the Series C-1 Aggregate Consideration, (H) the Series C-2 Aggregate Consideration, (I) the Series E Aggregate Consideration, (J) the Series F Aggregate Consideration and (K) the Series H Aggregate Consideration; (ii) (A) the Per Share Common Stock Consideration, (B) the Cash Equivalent Per Share Common Stock Consideration, (C) the Company Equity Award Exchange Ratio, (D) the Series A-1 Per Share Consideration, (E) the Series A-2 Per Share Consideration, (F) the Series B Per Share Consideration, (G) the Series C-1 Per Share Consideration, (H) the Series C-1 Per Share Consideration, (I) the Series E Per Share Consideration, (J) the Series F Per Share Consideration, (K) the Series G Per Share Consideration and (L) the Series H Per Share Consideration; (iii) the Aggregate Acquiror Cancelled Shares Consideration Value; (iv) for each Company Stockholder, (A) the names of all of the Company Stockholders, (B) the number and type of shares of Company Stock held by such Persons, (C) with respect to Company Restricted Stock, the vesting status and schedule with respect to such Company Restricted Stock, (D) the aggregate number of shares of Acquiror Common Stock issuable to such Company Stockholder pursuant to Section 3.01(a) and (E) the amount of cash in lieu of fractional shares of Acquiror Common Stock payable to such Company Stockholder in accordance with Section 3.07; and (v) for each holder of Rollover Options, Settled Stock Options and the Company Warrant, (A) the names of all such holders, (B) the number of shares of Company Stock subject to, and the exercise price per share in effect for, each Rollover Option, Settled Stock Option and Company Warrant, (C) the vesting status and schedule with respect to Rollover Options and Settled Stock Options, including any acceleration as a result of the Transactions, and whether such Settled Stock Option or Rollover Option is an “incentive stock option” within the meaning of Section 422 of the Code or a non-qualified stock option, (D) the number of Shares of Acquiror Common Stock subject to each Rollover Option and Company Warrant (following the assumption thereof by Acquiror), (E) the per share exercise price for the Acquiror Common Stock issuable upon exercise of such Rollover Option or Company Warrant (following assumption thereof by Acquiror), (F) any applicable Tax withholding arising as a result of the issuance of the deemed exercise of any Settled Stock Option immediately prior to the Effective Time and (G) the number of Net Shares to be received in respect of each Settled Stock Option, if any. (b) The Company shall prepare and deliver to Acquiror (i) a draft Consideration Spreadsheet not later than five Business Days prior to the Closing Date, which draft shall include the Company’s good faith estimate of all components of the Consideration Spreadsheet as of immediately prior to the Effective Time, and (ii) a final Consideration Spreadsheet not later than two Business Days prior to the Closing Date, certified by an officer of the Company on behalf of the Company, which shall set forth, setting forth the information requested as of the Closing Date and immediately prior to the Effective DateTime. The draft Consideration Spreadsheet and the final Consideration Spreadsheet shall be prepared in accordance with the applicable provisions of the Company Certificate of Incorporation, the following: (i) Company Stock Plans, the names Company Warrant and addresses of all Stockholders and this Agreement. Without limiting the number of Shares held by such Persons; (ii) foregoing, the names and addresses of all OptionholdersCompany shall provide to Acquiror, together with the number of Shares subject to Options held by such Optionholders, the grant date, the exercise price draft Consideration Spreadsheet and the vesting schedule final Consideration Spreadsheet, such supporting documentation, information and calculations as are reasonably requested by Acquiror for such Options; (iii) it to verify and determine the names calculations, amounts and addresses of all Warrantholders, together with other matters set forth in the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative Fund. (b) The parties agree that Parent, Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least five three (53) Business Days before the Closing and concurrently with the delivery of the Estimated Closing Working Capital Statement, the Company shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified by an officer the Chief Financial Officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective DateTime (but after the effective time of the Taxable Distribution Transaction), the following: (i) the names names, mailing addresses and email addresses of all Stockholders and the number of Shares held by such Persons; (ii) the names names, mailing addresses and email addresses of all OptionholdersIn-Money Optionholders immediately prior to the Effective Time, together with the number of Shares subject to such In-Money Options so held by such In-Money Optionholders, the grant date, the date and exercise price and the vesting schedule for such In-Money Options; (iii) the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Number, Closing Per Share Merger ConsiderationConsideration and the Excluded Subsidiary Holding Company Portion; (viiiiv) each Securityholders’ Stockholder’s and In-Money Optionholder’s Pro Rata Share (as a percentage interest and the interest in dollar terms) of the Closing Merger Consideration; and; (ixv) each Securityholders’ Stockholder’s and In-Money Optionholder’s Pro Rata Share (as a percentage interest and the interest in dollar terms) of the amount to be contributed to each of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative Fund.Funds; and (vi) identifying each In-Money Optionholder who is a Company Entity Optionholder or an Excluded Entity Optionholder; (b) The parties agree that Parent, Parent and Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, and Parent and Merger Sub shall not be responsible for the calculations information set forth in the Consideration Spreadsheet pursuant to Section 2.18(a)(i) and Section 2.18(a)(ii) above. (c) The parties agree that any payments and disbursements of the Closing Merger Consideration and the Escrow Funds to the Stockholders and In-Money Optionholders as provided in this Agreement and the Escrow Agreement shall be made through the Exchange Agent; provided, that to the extent any Stockholder or In-Money Optionholder is an employee of a Company Entity or Excluded Entity as of the determinations regarding date of such calculations in payment or disbursement, the parties agree to cause such Consideration Spreadsheetamounts to be paid to the applicable Company Entity and Excluded Entity (or its designated payroll service provider) for payment and disbursement to the Stockholders and In-Money Optionholders.

Consideration Spreadsheet. (a) At least five (5) Business Days before the Closing and concurrently with the delivery of the Estimated Closing Statement, the The Company shall prepare and deliver to Parent Purchaser, no less than three (3) Business Days prior to the Closing, a spreadsheet (the “Consideration Spreadsheet”), certified ) in the form agreed to by an officer of the CompanyCompany and Purchaser, which spreadsheet shall set forth, be dated as of the Closing Date and immediately prior to shall set forth all of the Effective following information, as of the Closing Date, the following: : (ia) the names and addresses of all Stockholders the Company Holders and their respective addresses and taxpayer identification numbers as reflected in the records of the Company; (b) the number of Shares shares of Company Common Stock held by by, or subject to the Company Options held by, such Persons; ; (iic) the names and addresses of all Optionholders, together with the number of Shares subject to Options held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Options; per share of each Company Option; (iiid) the names and addresses of all WarrantholdersFully Diluted Number, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (ive) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting calculation of the Restricted Stock; Company Cash and Company Debt (vii) detailed calculations including an itemized list of each item of Company Debt indicating the Person to whom such expense is owed), the Closing Merger Consideration, Fully Diluted Share Number and the Closing Common Stock Per Share Amount; (f) the amount of Specified Transaction Expenses (including an itemized list of each such Specified Transactional Expense indicating the general nature of such expense (i.e., legal, accounting, etc.) and the Person to whom such expense is owed); (g) the aggregate amount of cash, based on the Closing Merger Consideration; , issuable to each Company Holder in exchange for the Company Common Stock held by such Persons; (viiih) the sum of the Closing Company Option Amounts payable to each Securityholders’ Pro Rata Share holder of a Company Option in exchange for the Company Options held by such Persons; and (as i) the amount of the change in control payment to be received by each individual identified in Schedule 2.2(b)(i)(c) pursuant to the terms and conditions of a percentage interest Change in Control Agreement to be entered into by the Company and such individual at or prior to the Closing. The Company agrees that the aggregate amount of all of the change of control payments to be set forth in dollar terms) the Consideration Spreadsheet shall be not less than $7,000,000 and shall not exceed the amount which would result in the amount of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) Consideration being zero. Unless otherwise provided herein, all payments from Purchaser to or for the benefit of the Escrow AmountCompany Holders, the Net Working Capital Fund when and the Securityholders’ Representative Fund. (b) The parties agree that Parentif required to be made in accordance with this Agreement, Merger Sub and Paying Agent shall be entitled made in cash by wire transfer of immediately available funds to rely on such bank account(s) as shall be designated in writing and set forth in the Consideration Spreadsheet. In the event that any holder of Company Options exercises, in whole or in part, Company Options after the Company’s delivery of the Consideration Spreadsheet to the Purchaser, but before the Closing, the Company shall promptly deliver to the Purchaser (no later than the Closing) an updated version of the Consideration Spreadsheet (dated as of the Closing Date) which takes into account the exercise of such Company Option. Notwithstanding anything to the contrary in making payments under Article IIthis Agreement, from and Parent and Merger Sub after the Closing, neither Company nor Purchaser nor any of their respective Affiliates shall not be responsible for bound by any of the calculations or information set forth in the determinations regarding Consideration Spreadsheet to the extent that such calculations in such Consideration Spreadsheetinformation is incorrect.

Consideration Spreadsheet. (a) At least five (5) Business Days before the Closing and concurrently with the delivery of the Estimated Closing StatementPursuant to Section 2.13(a), the Company shall will prepare and deliver to Parent Purchaser a spreadsheet (the “Consideration Spreadsheet”), certified ) in the form agreed to by an officer of the CompanyCompany and Purchaser, which shall set forth, spreadsheet will be dated as of the Closing Date and immediately prior to will set forth all of the Effective following information, as applicable and as of the Closing Date: (a) the calculation of the Adjustment Amount, the following:Company Cash, the Residual Merger Consideration and the Common Stock Per Share Amount; (b) the amount of Specified Transaction Expenses and Company Debt (including an itemized list of each such Specified Transaction Expense or Company Debt indicating the general nature of such expense (i.e., legal, accounting, etc.) and the Person to whom such expense or debt is owed); (c) the name of each Company Holder and its, his or her address and taxpayer identification number as reflected in the records of the Company; (d) the type and number of shares of Company Preferred Stock held by each Company Holder; (e) the number of shares of Company Common Stock held by each Company Holder; (f) the number of shares of Company Common Stock subject to each Company Option held by each Company Holder and the exercise price of each such Company Option; (g) the number of shares of Company Common Stock subject to each Company Common Stock Warrant held by each Company Holder and the exercise price of each such Company Common Stock Warrant; (h) the number of shares of Company Series AA Preferred Stock or Series DD Preferred Stock subject to each Company Preferred Stock Warrant held by each Company Holder, the exercise price of each such Warrant and the Closing Preferred Warrant Consideration Payable in respect of such Company Preferred Stock Warrant; (i) the names aggregate Series Preferred Per Share Preference Amount and addresses Series Preferred Per Share Accrued Dividend Amount or Company Common Stock Per Share Amount, as applicable, payable to each Company Holder in exchange for shares of all Stockholders and Company Series AA Preferred Stock, Company Series BB Preferred Stock, Company Series CC Preferred Stock, Company Series DD Preferred Stock and/or Company Series EE Preferred Stock, as the number of Shares case may be, held by such PersonsCompany Holder; (iij) the names aggregate amount of cash payable to each Company Holder in exchange for the shares of Company Capital Stock held by such Company Holder; (k) the Restricted Stock Number for each Restricted Stock Holder and addresses the aggregate amount of all Optionholders, together with Closing Restricted Stock Consideration payable to such Restricted Stock Holder (including the number amount of Shares subject cash required to be deducted and withheld from such Company Holder for Taxes and the portion of such Closing Restricted Stock Consideration that will be run through the Surviving Corporation’s payroll) and the amount of the Aggregate Closing Restricted Stock Consideration; (l) the amount of cash payable to each Company Holder in exchange for Company Options held by such Company Holder (including, in the case of Employee Optionholders, the grant dateamount of cash required to be deducted and withheld from such Employee Optionholder for Taxes and the amount of Tax payable by the Company in connection with such Company Option), the exercise price Aggregate Closing Option Consideration, the Aggregate Employee Closing Option Consideration and the vesting schedule for such OptionsAggregate Non-Employee Closing Option Consideration; (iiim) the names and addresses amount of all Warrantholders, together with the number of Shares subject cash payable to each Company Holder in exchange for Company Preferred Stock Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such WarrantsCompany Holder; (ivn) the names and addresses amount of all RSU Holders, together with the number of Shares subject cash payable to RSUs each Company Holder in exchange for Company Common Stock Warrants held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Closing Merger ConsiderationCompany Holder; and (ixo) the Company Holder Percentage Interest of each Securityholders’ Pro Rata Share (as a percentage interest and Company Holder in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative Fund. (b) The parties agree that Parent, Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least five (5) Business Days before prior to the Closing and concurrently with the delivery of the Estimated Closing StatementClosing, the Company shall prepare and deliver to Parent a spreadsheet (the “Form Consideration Spreadsheet”), certified prepared by an officer of the CompanyCompany in good faith and setting forth the following, which shall set forthin each case, as of the Closing Date and immediately prior to the Effective DateTime, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the followingConsideration Spreadsheet: (i) the names name and addresses address of all Stockholders record of each Company Stockholder and the number and class, type or series of Shares shares of Company Common Stock held by such Personseach; (ii) the names of record of each holder of Company Warrants and addresses of all Optionholders, together with the number of Shares shares of Company Common Stock subject to Options each Company Warrant held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Optionsit; (iii) the names of record of each holder of Vested Company Options, and addresses of all Warrantholdersthe exercise price, together with the number of Shares shares of Company Common Stock subject to Warrants each Vested Company Option held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrantsit; (iv) the names of record of each holder of Unvested Company Options, and addresses of all RSU Holdersthe exercise price, together with the number of Shares shares of Company Common Stock subject to RSUs each such Unvested Company Option held by it and vesting arrangements with respect to each such RSU Holders, the grant date and Unvested Company Option (including the vesting schedule for such RSUsschedule, vesting commencement date, date fully vested); (v) the names of record of each holder of Company Restricted Stock Units, and addresses of all Convertible Noteholders, together with the number of Shares shares of Company Common Stock subject to Convertible Notes each such Company Restricted Stock Unit held by it and vesting arrangements with respect to each such Convertible NoteholdersCompany Restricted Stock Unit (including the vesting schedule, vesting commencement date, date fully vested); (vi) the names name and addresses address of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting record of the Restricted StockPre-PIPE Convertible Noteholder; (vii) detailed calculations the number of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger ConsiderationCompany Shares; (viii) the aggregate number of Rollover Option Shares; (ix) detailed calculations of each Securityholders’ Pro Rata Share of the following (in each case, determined without regard to withholding): (A) the amount of the Company’s Indebtedness as a percentage interest and in dollar termsof immediately prior to Closing; (B) of the Closing Merger ConsiderationConsideration Shares; (C) the Closing Per Share Merger Consideration payable to each named Company Stockholder for each share of Company Common Stock held by such Company Stockholder and the aggregate portion of the Merger Consideration Shares payable to such Company Stockholder; (D) to the extent applicable, the pro rata portion of any shares of Parent Class A Common Stock payable to each named Company Stockholder in connection with expired or forfeited Converted Stock Options, as provided in Section 3.2(a)(ii); (E) the Closing Exchange Ratio; (F) for each Converted Stock Option, the exercise price therefor and the number of shares of Parent Class A Common Stock subject to such Converted Stock Option and whether such Converted Stock Option constitutes a Vested Company Option or Unvested Company Option (G) for each Converted Restricted Stock Unit, the number of shares of Parent Class A Common Stock subject to such Converted Restricted Stock Unit and whether such Converted Restricted Stock Unit constitutes a vested Restricted Stock Unit or unvested Restricted Stock Unit; (H) for each Company Warrant, the exercise price therefor and the number of shares of Parent Common Stock subject to such Company Warrant; and (ixI) each Securityholders’ Pro Rata Share the aggregate number of shares of Parent Class A Common Stock issuable upon exercise of all the Converted Stock Options. (x) any explanatory or supporting information, including calculations, as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative FundParent may reasonably request. (b) The Consideration Spreadsheet delivered hereunder shall be true complete and correct and shall contain the same information described in this Section 3.5, subject to Parent’s rights pursuant to Section 3.4(c). (c) The contents of the Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Xxxxxx and shall comport with the provisions of this Agreement, but the Company shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. Under no circumstances shall Parent or Merger Sub be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet and the parties agree that Parent, Parent and Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, and Parent and IV. (d) Nothing contained in this Section 3.5 or in the Consideration Spreadsheet shall be construed or deemed to: (i) modify the Company’s obligations pursuant to Section 6.1(a)(xx) to obtain Parent’s prior consent to the issuance of any securities; or (ii) alter or amend the definition of Closing Merger Sub shall not be responsible for the calculations Consideration Shares or the determinations regarding such calculations in such Consideration SpreadsheetClosing Exchange Ratio.

Consideration Spreadsheet. (a) At least five three (53) Business Days before the Closing and concurrently with the delivery of the Estimated Closing Statement, the Company shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified by an officer the Significant Stockholders, in their capacities as directors or officers of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective DateTime, the following: : (i) the names and addresses of all Stockholders and the number of Shares held by such Persons; (ii) the names and addresses of all Optionholders, together with the number of Shares subject to Options held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Options; (iii) the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; , Closing Total Merger Consideration and Closing Total Per Share Merger Consideration; (viiiii) with respect to each Common Stockholder, Preferred Stockholder, Optionholder and Warrantholder (collectively, the “Securityholders’ ”): (A) the names and mailing and email address, if available, of all such Persons; (B) and the number of Common Shares, and Preferred Shares held by such Persons; (C) such Person’s social security number (or tax identification number, if applicable); (D) the respective certificate number(s) representing such Company Stock; (E) the number of shares of Common Stock issuable upon the exercise of any Eligible Company Options held by such Person; (F) the number of shares of Common Stock issuable upon the exercise of any Unvested Options held by such Person; (G) the number of shares of Restricted Stock held by such Person; (H) the number of shares of Common Stock issuable upon the exercise of any Warrants held by such Person; (I) the Pro Rata Share applicable to such Person; (J) the cash portion of Closing Merger Consideration to be paid to such Person at the Closing; (K) the number of Ultimate Parent Shares issuable to such Person upon the exercise of any options to purchase Ultimate Parent Shares in respect of Unvested Options assumed or replaced by Parent pursuant to Section 2.6(b); (L) the number of Restricted Ultimate Parent Shares issuable to such Person in respect of Restricted Stock assumed or replaced by Parent pursuant to Section 2.6(c); (M) the amount of cash comprising the Adjustment Escrow Amount on behalf of such Person (expressed as a percentage interest and in dollar termsamount); (N) the amount of cash comprising the Closing Merger Consideration; and Fund Amount on behalf of such Person (ix) each Securityholders’ Pro Rata Share (expressed as a percentage interest dollar amount); and in (O) the amount of cash comprising the Indemnity Escrow Amount on behalf of such Person (expressed as a dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative Fundamount). (b) The parties agree that Parent, Parent and Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under this Article II, II and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least five (5) Business Days before the Closing and concurrently with the delivery of the Estimated Closing Statement, the The Company shall prepare and deliver to Parent Acquiror, with a copy to the Company Holders’ Agent, no later than two (2) Business Days prior to the Closing, a spreadsheet (the “Consideration Spreadsheet”), certified by an officer which spreadsheet shall be dated as of the CompanyClosing Date, which shall be in a mutually-agreed form and shall set forthforth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and accurate as of immediately prior to the Effective Date, the following: Time: (ia) the names and addresses of all Stockholders the Company Holders and their respective addresses as reflected in the records of the Company; (b) the number and kind of Company Interests held by, or subject to the Company Options held by, such Persons and, in the case of outstanding Company Interests, the respective certificate numbers if and where applicable; (c) the exercise price per Company Interest of each Company Option; (d) the Tax status of each Company Option under Section 422 of the Code; (e) the calculation of the Base Merger Consideration and the number Base Per Interest Price; (f) the amount of Shares cash payable to each Company Member at the Closing in exchange for the Company Interests held by such Persons; Company Member (iiincluding the amount of any cash required to be deducted and withheld from such Company Member for Taxes); (g) the names and addresses amount of all Optionholders, together with cash payable to each holder of a Company Option in exchange for the number of Shares subject to Company Options held by such Optionholders, Company Holder (including the grant date, amount of any cash required to be deducted and withheld from such Company Holder for Taxes and the amount of Tax payable by the Company in connection with the exercise price of such Company Option); and the vesting schedule for such Options; (iiih) the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) percent of each Company Holder. Payment of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative Fund. (b) The parties agree that Parent, Merger Sub and Paying Agent shall be entitled to rely amounts set forth on the Consideration Spreadsheet, plus amounts, if any, that become payable pursuant to Sections 1.13 and 1.16, to the Company Holders (subject to adjustment as provided in Section 1.13) shall satisfy all rights of the holders of Company Interests and Company Options under any Contract governing such securities, the Company’s Organizational Documents, applicable Legal Requirements, the Company Employee Plan and this Agreement. The Consideration Spreadsheet shall be complete and correct in making payments under Article II, and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheetall respects.

Consideration Spreadsheet. (a) At least five (5) Business Days before the Closing and concurrently with the delivery of the Estimated Closing Working Capital Statement, the Company shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified by an officer the Chief Executive Officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective DateTime, the following: (i) the names and addresses of all Stockholders and the number of Shares Company Stock held by such Persons; (ii) the names and addresses of all OptionholdersOptionholders and Warrantholders, together with the number of Shares subject to Options or Outstanding Warrants held by such OptionholdersOptionholders or Warrantholders, the grant date, the exercise price and the vesting schedule for such Options; (iii) the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number Number, the Preferred Stock Preference, the Per Share Preference and Closing Per Share Merger Consideration; (viiiiv) the portion of the Closing Merger Consideration (as a percentage interest and the interest in dollar terms and number of Merger Shares) each Securityholders’ Stockholder, Optionholder and Warrantholder is to receive, after taking into consideration the repayment of the Option Exercise Notes, if any; (v) each Stockholder's, Optionholder's and Warrantholder’s Pro Rata Share (as a percentage interest and the interest in dollar terms) of the Closing Merger Consideration; andamount to be contributed to the Escrow Fund; (ixvi) each Securityholders’ Stockholder's, Optionholder's and Warrantholder’s Pro Rata Share (as a percentage interest and in dollar termsinterest) of the Escrow AmountEarn-Out Payments; (vii) each Stockholder's, Optionholder's and Warrantholder’s Pro Rata Share (as a percentage interest) of the Net Working Capital Fund MIST Payments; and (viii) each Stockholder's, Optionholder's and Warrantholder’s Pro Rata Share (as a percentage interest) of the Securityholders’ Representative FundMIST Shares. (b) The parties agree that Parent, Parent and Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, II and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least five (5) Business Days before the Closing and concurrently with the delivery of the Estimated Closing Statement, the The Company shall will prepare and deliver to Parent Purchaser, no less than three (3) Business Days prior to the Closing, a spreadsheet (the “Consideration Spreadsheet”), certified ) in the form agreed to by an officer of the CompanyCompany and Purchaser, which shall set forth, spreadsheet will be dated as of the Closing Date and immediately prior to will set forth all of the Effective following information, as applicable and as of the Closing Date: (a) the Fully-Diluted Number, (b) the calculation of the Estimated Adjustment Amount, the following: Merger Consideration, the Residual Merger Consideration and the Common Stock Per Share Amount; (c) the amount of Specified Transaction Expenses (including an itemized list of each such Specified Transaction Expense indicating the general nature of such expense (i.e., legal, investment banking, accounting, etc.) and the Person to whom such expense is owed); (d) the name of each Company Holder and its, his or her address and taxpayer identification number as reflected in the records of the Company; (e) the type and number of shares of Company Preferred Stock held by each Company Holder; (f) the number of shares of Company Common Stock held by each Company Holder; (g) the number of shares of Company Common Stock subject to each Company Option held by each Company Holder and the exercise price of each such Company Option; (h) the number of shares of Company Common Stock subject to each Company Series Common Stock Warrant held by each Company Holder and the exercise price of each such Company Common Stock Warrant; (i) the names aggregate Series Preferred Per Share Preference Amount and addresses Series Preferred Per Share Accrued Dividend Amount payable to each Company Holder in exchange for shares of all Stockholders and Company Series A Preferred Stock, as the number of Shares case may be, held by such Persons; Company Holder; (iij) the names aggregate amount of cash payable to each Company Holder in exchange for the shares of Company Capital Stock held by such Company Holder (including the amount of cash required to be deducted and addresses withheld from such Company Holder for Taxes); (k) the amount of all Optionholders, together with the number of Shares subject cash payable to each Company Holder in exchange for Company Options held by such Optionholders, Company Holder (including the grant date, the exercise price amount of cash required to be deducted and withheld from such Company Holder for Taxes and the vesting schedule for amount of Tax payable by the Company in connection with such Options; Company Option); (iiil) the names and addresses amount of all Warrantholders, together with the number of Shares subject cash payable to each Company Holder in exchange for Company Common Stock Warrants held by such WarrantholdersCompany Holder (including the amount of cash required to be deducted and withheld from such Company Holder for Taxes); (m) the Company Holder Percentage Interest of each Company Holder in the Escrow Fund; (n) the Company Holder Percentage Interest of each Company Holder; (o) the aggregate amount of Company Change in Control Payments, each individual entitled to a portion of the grant date, the exercise price Company Change in Control Payments and the vesting schedule for such Warrants; amount thereof, and (ivp) the names and addresses aggregate amount of all RSU Holdersthe Russian Signing Bonuses, together with each individual entitled to a portion of the number of Shares subject to RSUs held by such RSU Holders, the grant date Russian Signing Bonuses and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative Fundamount thereof. (b) The parties agree that Parent, Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least five seven (57) Business Days before the Closing and concurrently with the delivery of the Estimated Closing Working Capital Statement, the Company shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified by an officer of the CompanyPrincipals, which shall set forth, as of the Closing Date and immediately prior to the Effective Date, the following: (i) the names and addresses of all Stockholders and the number of Shares held by such Persons; (ii) the names and addresses of all Optionholders, together with the number of Shares subject to Options held by such Optionholderseach Optionholder, the grant date, the exercise price and the vesting schedule for such Options, and which Options were exercised by the Optionholder and paid for prior to Closing, and which Options have been cancelled in their entirety; (iii) the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by such Warrantholderseach Warrantholder, the grant date, the exercise price and the vesting schedule for such Warrants, and indicating that only Warrants with an exercise price of at least $3.00 per share shall be converted into warrants of the Parent under substantially similar terms as approved in writing by the Parent in its sole reasonable discretion, and that all other Warrants have been cancelled in their entirety; (iv) the names and addresses of all RSU Holdersholders of Restricted Stock Units, together with the number of Shares subject to RSUs held by each of such RSU HoldersRestricted Stock Units, the grant date date, exercise price and the vesting schedule for each of such RSUsRestricted Stock Units, and the number of Shares issued to each of such holders of Restricted Stock Units in connection with the applicable Restricted Stock Unit Cancellation Agreement; (v) the names and addresses of all holders of Non-Automatic Convertible NoteholdersNotes, together with the number of Shares subject to each of such Non-Automatic Convertible Notes, and the number of Shares issued to each of such holders of Non-Automatic Convertible Notes held by such Convertible Noteholdersin connection with the applicable Note Cancellation Agreement; (vi) the names and addresses of all holders of Restricted Stock Automatic Convertible Notes, together with the number of Shares held by into which each of such holders upon vesting of Automatic Convertible Notes convert into with respect to the Restricted StockMerger; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Stockholder's Pro Rata Share (as a percentage interest and the interest in dollar termsterms of number of shares) of the Closing Merger Consideration; and (ix) each Securityholders’ Stockholder's Pro Rata Share (as a percentage interest and the interest in dollar termsterms of number of shares) of the amount to be contributed to the Indemnification Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative Fund. (b) The parties agree that Parent, Parent and Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments delivering shares under Article II, II and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least five No later than one (51) Business Days before Day prior to the Closing and concurrently with the delivery of the Estimated Closing StatementDate, the Company shall prepare and deliver to Parent Purchaser and attach as Schedule A-2 hereto a spreadsheet (the “Consideration Spreadsheet”), certified by an officer the Chief Executive Officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Merger I Effective DateTime, the following: (i) the names names, addresses and email addresses (to the extent available) of all Stockholders and the number of Shares shares of Company Stock held by each such PersonsPerson; (ii) the names names, addresses and email addresses (to the extent available) of all Optionholders, together with the number of Shares shares of Company Common Stock subject to Vested Options held by such Optionholders, the grant date, the exercise price Optionholders and the vesting schedule for such payments to be made to holders of the Vested Options; (iii) the names names, addresses and email addresses (to the extent available) of all Warrantholders, together with the number of Shares shares of Company Common Stock or Company Series A Preferred Stock, as applicable, subject to Company Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) a calculation of the names and addresses of all RSU Holders, together with the number of Adjusted Fully Diluted Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUsOutstanding; (v) calculations of the names Merger Consideration and addresses the amount of all Convertible Noteholdersthe Merger Consideration payable to each Securityholder (before withholding Taxes, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholdersif any); (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted StockClosing Waterfall Per Share Amount; (vii) detailed calculations of the Closing Merger Considerationeach Securityholder’s Common Pro Rata Share, Fully Diluted Share Number and Closing Per Share Merger Consideration;if applicable; and (viii) each Securityholders’ Securityholder’s Pro Rata Share as of the Closing (as a percentage interest and in dollar terms) of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar termsinterest) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative Fund. (b) The parties agree that ParentPurchaser, Merger Sub I, Merger Sub II and Paying Stockholders’ Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, this Agreement and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least five (5) Business Days before the Closing and concurrently Concurrently with the execution and delivery of the Estimated Closing Statementthis Agreement, the Company shall prepare and deliver to Parent the Acquirer a spreadsheet (the “Estimated Consideration Spreadsheet”), together with reasonable supporting documentation as requested by the Acquirer, certified by an officer the Chief Executive Officer of the Company, which shall set forthsetting forth all of the following information (in addition to the other required data and information specified therein) in reasonable detail, as of the Closing Date and immediately prior to the Effective DateTime: for each of the Converting Holders, the following: (i) the names number and addresses kind of all Stockholders and the number shares of Shares held by such Persons; (ii) the names and addresses of all Optionholders, together with the number of Shares Company Capital Stock or subject to the Company Options held by such OptionholdersConverting Holder, or the number of Company Shares underlying each Company Option or Company Warrant held by such Company Securityholders (and in the case of outstanding shares, the grant daterespective certificate numbers of such shares), the exercise price and the vesting schedule per share in effect for such Options; (iii) the names and addresses of all Warrantholderseach Company Option or Company Warrant, together with the number of Shares subject to Warrants held by such Warrantholdersas applicable, the grant date, Merger Consideration (including the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration breakdown and a separation between the Aggregate Stock Consideration and Aggregate Cash Consideration; (viii) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of ), the Excess Holdback Amount, Estimated Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of Cash, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, the Fully Diluted Company Capital Stock, Indemnity Escrow Amount, the Net Working Capital Adjustment Escrow Amount, the Expense Fund Amount, the Indemnity Pro Rata Share, Adjustment Escrow Pro Rata Share and the Securityholders’ Representative Fund. Pro Rata Share, whether or not such Converting Holder is a Non-Accredited Company Stockholder, with respect to each Holdback Participant its applicable Holdback Amount (bseparated between the Aggregate Stock Consideration and Aggregate Cash Consideration), with respect to each Company Securityholder its applicable Adjustment Escrow Per Share Amount, Indemnity Escrow Per Share Amount and Expense Fund Per Share Amount (in each case, if applicable), and the calculation of the Cash Consideration Percentage and the Stock Consideration Percentage. The Estimated Consideration Spreadsheet shall also set forth, for any shares of Company Capital Stock acquired upon the exercise of a Company Option that was an “incentive stock option” within the meaning of Section 422 of the Code, whether the disposition of such Company Capital Stock in accordance with this Agreement constitutes a disqualifying disposition (within the meaning of Section 421(b) of the Code) resulting in a Tax reporting obligation with respect thereto. The parties agree Estimated Consideration Spreadsheet shall also set forth, for each Company Option, whether the Company is required to withhold employment Taxes with respect to the proceeds in respect of such Company Option under this Agreement. At least five (5) Business Days prior to Closing, the Company shall deliver to the Acquirer the final Consideration Spreadsheet including the same information as the Estimated Consideration Spreadsheet and certified by the Chief Executive Officer of the Company (the “Consideration Spreadsheet”); provided however that Parentthe calculation of the Cash Consideration Percentage and the Stock Consideration Percentage shall not be revised or updated, and the calculation of such percentages in the Estimated Consideration Spreadsheet shall be final and binding. The information contained in the Consideration Spreadsheet is and shall be solely the responsibility of the Company; and the Acquirer and Merger Sub and Paying Agent shall be entitled to rely exclusively on the allocation and calculations contained in the Consideration Spreadsheet in making payments under Article II, ‎Article 1 and Parent Acquirer and Merger Sub shall not be responsible or liable in any way for verifying the information, calculations or the determinations regarding such calculations in such Consideration Spreadsheet. At the written request of the Acquirer, after the delivery of the Estimated Consideration Spreadsheet and the Consideration Spreadsheet, the Company shall make its Representatives available to discuss and answer questions with respect to the determination of the amounts set forth in the Estimated Consideration Spreadsheet and the Consideration Spreadsheet, and the Company shall consider in good faith any comments or revisions the Acquirer may have to the Estimated Consideration Spreadsheet and the Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least five (5) Business Days before the Closing and concurrently with the delivery of the Estimated Closing Statement, the The Company shall will prepare and deliver to Parent Purchaser, no less than three (3) Business Days prior to the Closing, a spreadsheet (the “Consideration Spreadsheet”), certified ) in the form agreed to by an officer of the CompanyCompany and Purchaser, which shall set forth, spreadsheet will be dated as of the Closing Date and immediately prior to will set forth all of the Effective following 16 Confidential Treatment Requested information, as applicable and as of the Closing Date: (a) the Fully-Diluted Number, (b) the calculation of the Estimated Adjustment Amount, the following: Merger Consideration, the Residual Merger Consideration and the Common Stock Per Share Amount; (c) the amount of Specified Transaction Expenses (including an itemized list of each such Specified Transaction Expense indicating the general nature of such expense (i.e., legal, investment banking, accounting, etc.) and the Person to whom such expense is owed); (d) the name of each Company Holder and its, his or her address and taxpayer identification number as reflected in the records of the Company; (e) the type and number of shares of Company Preferred Stock held by each Company Holder; (f) the number of shares of Company Common Stock held by each Company Holder; (g) the number of shares of Company Common Stock subject to each Company Option held by each Company Holder and the exercise price of each such Company Option; (h) the number of shares of Company Common Stock subject to each Company Series Common Stock Warrant held by each Company Holder and the exercise price of each such Company Common Stock Warrant; (i) the names aggregate Series Preferred Per Share Preference Amount and addresses Series Preferred Per Share Accrued Dividend Amount payable to each Company Holder in exchange for shares of all Stockholders and Company Series A Preferred Stock, as the number of Shares case may be, held by such Persons; Company Holder; (iij) the names aggregate amount of cash payable to each Company Holder in exchange for the shares of Company Capital Stock held by such Company Holder (including the amount of cash required to be deducted and addresses withheld from such Company Holder for Taxes); (k) the amount of all Optionholders, together with the number of Shares subject cash payable to each Company Holder in exchange for Company Options held by such Optionholders, Company Holder (including the grant date, the exercise price amount of cash required to be deducted and withheld from such Company Holder for Taxes and the vesting schedule for amount of Tax payable by the Company in connection with such Options; Company Option); (iiil) the names and addresses amount of all Warrantholders, together with the number of Shares subject cash payable to each Company Holder in exchange for Company Common Stock Warrants held by such WarrantholdersCompany Holder (including the amount of cash required to be deducted and withheld from such Company Holder for Taxes); (m) the Company Holder Percentage Interest of each Company Holder in the Escrow Fund; (n) the Company Holder Percentage Interest of each Company Holder; (o) the aggregate amount of Company Change in Control Payments, each individual entitled to a portion of the grant date, the exercise price Company Change in Control Payments and the vesting schedule for such Warrants; amount thereof, and (ivp) the names and addresses aggregate amount of all RSU Holdersthe Russian Signing Bonuses, together with each individual entitled to a portion of the number of Shares subject to RSUs held by such RSU Holders, the grant date Russian Signing Bonuses and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative Fundamount thereof. (b) The parties agree that Parent, Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least five (5) Business Days before prior to the Closing and concurrently with the delivery of the Estimated Closing StatementDate, the Company CSC shall prepare and deliver to Parent a spreadsheet certificate (the “Consideration Spreadsheet”), certified ) signed by an officer the CSC Representative (on behalf of the CompanyCSC Stockholders) and the Chief Executive Officer and the Chief Financial Officer of CSC certifying as to the accuracy and completeness, which shall set forthin each case as of the Closing, of: (a) the aggregate CSC Expenses as of the Closing Date and immediately prior the wire instructions for each Person to whom any portion of the Effective DateCSC Expenses shall be due and payable in connection with the Closing; (b) the aggregate Closing Indebtedness, Closing Indebtedness Share Amount and the wire instructions for each Person to whom any portion of the Closing Indebtedness shall be due and payable in connection with the Closing; (c) (i) a calculation of the Liquidation Preference Amount payable as of the Closing, (ii) a calculation of the Liquidation Preference Amount Remainder payable in respect of each Milestone Payment (assuming payment in full of such Milestone Payment) and (iii) a breakdown of the Liquidation Amounts payable in respect of each share of CSC Preferred Stock as of each such payment; (d) a calculation of the aggregate Closing Common Stock Consideration payable as of the Closing and shares of Parent Common Stock payable in respect of each Milestone Payment, and a breakdown of the the Closing Common Stock Consideration payable to each holder of CSC Common Stock; (e) a breakdown of the distribution of the CSC Expenses Escrow Amount to each CSC Securityholder, assuming the distribution thereof pursuant to Section 8.05(b)(i); (f) the number of Fully Diluted Shares; (g) (i) the identity and mailing address of record of each holder of CSC Options, (ii) the number of shares of CSC Common Stock subject to CSC Options held by such holder, (iii) the Net Option Shares with respect to such CSC Option, (iv) whether such option holder is an Accredited Investor, the following:portion of the Closing Common Stock Consideration payable to such holder pursuant to Section 3.04 and the CSC Charter as a result of the First Merger in respect of such holder's Net Option Shares, (v) for each Milestone Payment, the shares of Parent Common Stock payable to such holder in respect of the Net Option Shares pursuant to Section 3.06 and the CSC Charter on account of the achievement of such Milestone, (vi) the Pro Rata Portion of such holder, and (vii) whether such CSC Option is qualified as an “incentive stock option” under Section 422 of the Code; (i) the names identity and addresses mailing address of all Stockholders and the number each record holder of Shares held by such Persons; a share of CSC Preferred Stock, (ii) the names number and addresses type of all Optionholders, together with the number of Shares subject to Options share held by each such OptionholdersPerson, the grant date, the exercise price and the vesting schedule for such Options; (iii) the names and addresses of all Warrantholderswhether such record holder is an Accredited Investor, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with aggregate Liquidation Amount payable to such holder at the number of Shares subject Closing pursuant to RSUs held by such RSU Holders, the grant date Section 3.04 and the vesting schedule for such RSUs; CSC Charter, (v) for each Milestone Payment, the names aggregate Liquidation Amount payable to such holder as of the payment of such Milestone Payment pursuant to Section 3.06 and addresses of all Convertible Noteholdersthe CSC Charter, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; and (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) Portion of the Closing Merger Considerationsuch holder; and (ixi) the identity and mailing address of each Securityholders’ record holder of a share of CSC Common Stock, (ii) the number of shares held by each such Person, (iii) whether such record holder is an Accredited Investor, (iv) the portion of the Closing Common Stock Consideration payable to such holder pursuant to Section 3.04 and the CSC Charter as a result of the First Merger, (v) for each Milestone Payment, the shares of Parent Common Stock payable to such holder pursuant to Section 3.06 and the CSC Charter on account of the achievement of such Milestone, and (vi) the Pro Rata Share (as a percentage interest and Portion of such holder. CSC shall give Parent timely access to all supporting workpapers used in dollar terms) the preparation of the Escrow AmountConsideration Spreadsheet, which Consideration Spreadsheet, when in form and substance satisfactory to and approved by Parent, in its reasonable discretion, shall be used as the Net Working Capital Fund definitive calculation of the Merger Consideration payable to the CSC Stockholders in connection with the Mergers and the Securityholders’ Representative Fund. (b) The parties agree that Parentdisbursement thereof. Prior to the date hereof, Merger Sub CSC shall have delivered a best estimate of the Consideration Spreadsheet, and Paying Agent shall be entitled to rely on the Consideration Spreadsheet to be delivered by CSC five (5) Business Days prior to the Closing Date shall be consistent in making payments under Article II, and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding form with such calculations estimate (in such Consideration Spreadsheetall material respects).

Consideration Spreadsheet. (a) At least five (5) Business Days before prior to the Closing and concurrently with the delivery of the Estimated Closing StatementDate, the Company LCV shall prepare and deliver to Parent Subversive a spreadsheet written statement setting forth a list of (i) the LCV Shareholders, the holders of the LCV 2019 Notes and the holders of the LCV 2020 Warrants that are Non-U.S. Persons and the LCV Shareholders, the holders of the LCV 2019 Notes and the holders of the LCV 2020 Warrants that are U.S. Persons that are Qualified Investors (including addresses for such Persons) and (A) with respect to the LCV Shareholders, the number and class of LCV Shares held by such LCV Shareholders, and the number of Subversive Common Shares each such LCV Shareholder is entitled to receive in accordance with Section 2.02(b)(i), (B) with respect to the holders of the LCV 2019 Notes, the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV 2019 Note converted into LCV Shares pursuant to the terms of such LCV 2019 Note, and the number of Subversive Common Shares each such holder of the LCV 2019 Note is entitled to receive in accordance with Section 2.02(e)(i) and (C) with respect to the holders of the LCV 2020 Warrants, the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV 0000 Xxxxxxx been exercised into LCV Shares pursuant to the terms of such LCV 0000 Xxxxxxx, and the number of Subversive Common Shares each such holder of the LCV 2020 Warrant is entitled to receive in accordance with Section 2.02(f)(i), (ii) the holders of LCV Options that are Continuing Employees, the number of LCV Class A Shares underlying the LCV Options held by such Continuing Employees, and the number of Subversive Common Shares each such Continuing Employee is entitled to receive immediately after the Effective Time upon exercise of such LCV Options in accordance with Section 2.02(d)(i), (iii) the LCV Shareholders that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares held by such LCV Shareholders, and the Closing Cash-Out Amount each such LCV Shareholder is entitled to receive in accordance with Section 2.02(b)(ii), (iv) the holders of the LCV 2019 Notes that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV 2019 Note been converted into LCV Shares pursuant to the terms of such LCV 2019 Note, and the Closing Cash-Out Amount each such holder of the LCV 2019 Note is entitled to receive in accordance with Section 2.02(e)(ii), (v) the holders of the LCV 2020 Warrants that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV 0000 Xxxxxxx been exercised into LCV Shares pursuant to the terms of such LCV 0000 Xxxxxxx, and the Closing Cash-Out Amount each such holder of the LCV 2020 Warrant is entitled to receive in accordance with Section 2.02(f)(ii), (vi) the holders of LCV Options that are not Continuing Employees, the number of LCV Class A Shares underlying the LCV Options held by such holders of LCV Options, and the LCV Option Cash-Out Amount each such holder of LCV Options is entitled to receive in accordance with Section 2.02(d)(ii) (vii) the LCV Shareholders that are holders of Dissenting Shares and (viii) detailed calculations of the Closing Per Share Merger Consideration and the amount of the estimated Contingent Merger Consideration of each LCV Shareholder, each holder of the LCV 2019 Note and each holder of the LCV 0000 Xxxxxxx and each holder of Rollover Options, the PPP BofA Escrow Amount and the PPP Xxxxx Fargo Escrow Amount (the “Consideration Spreadsheet”), certified by an officer together with such other supporting documentation as Subversive may reasonably request. The Parties agree that LCV shall be responsible for the accuracy and completeness of the Company, which shall set forth, as of the Closing Date Consideration Spreadsheet and immediately prior to the Effective Date, the following: (i) the names and addresses of all Stockholders and the number of Shares held by such Persons; (ii) the names and addresses of all Optionholders, together with the number of Shares subject to Options held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Options; (iii) the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative Fund. (b) The parties agree that Parent, Merger Sub and Paying Agent Subversive shall be entitled to rely on the Consideration Spreadsheet in making the issuances and payments under this Article II, II and Parent and Merger Sub Subversive shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least five two (52) Business Days before the Closing and concurrently with the delivery calculation of the Estimated Closing StatementNet Working Capital under Section 2.16(c) hereof, the Company shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified by an the chief executive officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective DateTime, the following: (i) the names and addresses of all Stockholders Shareholders and the number of Shares (listed separately by class and series) held by such Persons; (ii) the names and addresses of all Optionholders, together with the number of Shares (listed by class and series of capital stock) subject to Options held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Options; (iii) the names and addresses of all Warrantholders, together with the number of Shares (listed by class and series of capital stock) subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) detailed calculations of the names and addresses Estimated Closing Merger Consideration, each of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU HoldersHoldback Amounts, the grant date Series 2 Preferred Share Number, the Closing Series 2 Preferred Per Share Merger Consideration, and the vesting schedule for such RSUsamounts payable, if any, to each Holder pursuant to Article II in respect of their respective Shares, Options and Warrants; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholderseach Indemnification Shareholder’s Allocable Portion (expressed as a percentage); (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock;each Shareholder’s Distribution Percentage; and (vii) detailed calculations the applicable wire transfer instructions (or other payment directions) for each holder of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative FundSeries 2 Preferred. (b) The parties agree that Company shall prepare the Consideration Spreadsheet consistent with the amounts each Holder would receive if all of the payments were made on the Closing Date pursuant to the liquidation priorities set forth in the Company Organizational Documents and consistent with this Agreement, the Stock Option Plans, any Applicable Option Documents (including taking into account the exercise price associated with any Options), the Warrants and any agreements relating to the Warrants. Parent, Merger Sub Sub, the Surviving Corporation and Paying Agent each of their respective Affiliates shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, and Parent and none of Parent, Merger Sub Sub, the Surviving Corporation, or any of their respective Affiliates shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet. None of Parent, Merger Sub, the Surviving Corporation or any of their respective Affiliates or any other Parent Indemnified Party shall have any liability or obligation to any Person, including the Holders, for any Losses arising from or relating to errors, omissions or inaccuracies in the calculations of the portion of the Final Closing Merger Consideration payable to any Holder or any other errors, omissions or inaccuracy in the Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least five three (53) Business Days before prior to the Closing and concurrently with the delivery of the Estimated Closing StatementDate, the Company shall prepare and deliver to Parent a Merger Consideration spreadsheet (the “Consideration Spreadsheet”), which Consideration Spreadsheet shall be certified as complete and correct by an the chief executive officer of the Company, which shall set forth, Company as of the Closing Date and immediately prior to which shall include, among other things, as of the Effective DateClosing, the following: (i) each Company Stockholder and their addresses, the names number and addresses type of all Stockholders shares of capital stock held by such Company Stockholder, the respective certificate numbers, the date of acquisition of such shares, the aggregate number of Closing Merger Shares issuable to each such Company Stockholder, the maximum number of Holdback Shares issuable to such Company Stockholder, the maximum aggregate Milestone Consideration issuable and payable to each such Company Stockholder, the Pro Rata Percentage applicable to each Company Stockholder, and whether or not, to the knowledge of the Company, such Company Stockholder is an Accredited Investor or a Non-Accredited Investor, (ii) each Carve-Out Plan Participant, the number of Carve-out Closing Merger Shares held by issuable to such Persons; Carve-out Plan Participant, the maximum number of Holdback Shares issuable to such Carve-out Plan Participant and the maximum aggregate Milestone Consideration issuable and payable to each such Carve-out Plan Participant and whether or not, to the knowledge of the Company, such Carve-out Plan Participant is an Accredited Investor or a Non-Accredited Investor; and (iiiii) the names and addresses of all Optionholderseach Other Consideration Recipient (other than a Carve-Out Plan Participant), together with the number of Service Provider Closing Merger Shares subject issuable to Options held by such OptionholdersOther Consideration Recipient, the grant date, the exercise price maximum number of Service Provider Holdback Shares issuable to such Other Consideration Recipient and the vesting schedule for maximum aggregate Milestone Consideration issuable and payable to each such Options; (iii) Other Consideration Recipient and whether or not, to the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting knowledge of the Restricted Stock; (vii) detailed calculations of the Closing Merger ConsiderationCompany, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (as such Other Consideration Recipient is an Accredited Investor or a percentage interest and in dollar terms) of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative FundNon-Accredited Investor. (b) The parties agree that Parent, Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least five (5) Business Days before the Closing and concurrently with the delivery of the Estimated Closing Statement, the The Company shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified by an officer the Chief Executive Officer and Chief Financial Officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Date, the followingsetting forth for each Holder: (i) the names and addresses of all Stockholders and the name, address (including email address) and, where available, tax identification number of Shares held by such PersonsHolder; (ii) the names number and addresses type of all Optionholders, together with the number shares of Shares subject to Options Company Stock held by such Optionholders, the grant date, the exercise price Holder and the vesting schedule for Tax basis of such Optionsshares of Company Stock; (iii) the names number and addresses type of all Warrantholders, together with the number of Shares subject to Warrants In-the-Money Options and Out-of-the-Money Options held by such Warrantholders, the grant date, Holder and the exercise price with respect to each such Company Option and the vesting schedule for such Warrantsvested and exercisable portion of any In-the-Money Options; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs Company Warrant held by such RSU Holders, the grant date Holder and the vesting schedule for exercise price of such RSUsCompany Warrant; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject shares of Parent Common Stock issuable to Convertible Notes held by such Convertible NoteholdersHolder pursuant to Section 2.7 as Closing Consideration for such Holders’ Company Stock and the Company Warrant (and any cash payable to such holder in lieu of fractional shares of Parent Common Stock); (vi) the names and addresses number of all holders of Restricted Stock together with Company Options held by such Holder that are deemed assumed by Parent pursuant to Section 2.7(b), including the number of Shares held by such holders upon vesting shares of Company Common Stock that are subject to vested and exercisable portions of the Restricted StockCompany Options as of the Effective Time, the number of shares of Parent Common Stock to be subject to such assumed Company Options and the exercise price per share of the Parent Common Stock subject to such assumed Company Options; (vii) detailed calculations the number of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger ConsiderationOut-of-the-Money Options held by such Holder that are to be cancelled pursuant to Section 2.7(b); (viii) each Securityholders’ Pro Rata Share the number of shares of Parent Common Stock to be deposited in respect of such Holder into the Indemnity Escrow Fund; (as a percentage interest and in dollar termsix) the portion of the Closing Merger ConsiderationMilestone 1 Earnout Amount that would be allocable to each Holder (expressed in dollars) assuming Milestone 1 is achieved; (x) the portion of the full Earnout Amount that would be allocable to each Holder (expressed in dollars) assuming Milestone 1 and Milestone 2 are achieved; and (ixxi) each Securityholders’ such Holder’s Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative FundPercentage. (b) The parties acknowledge and agree that Parentany discrepancy between the Merger Consideration payable pursuant to Section 2.7 and Section 2.8, Merger Sub collectively, and Paying Agent the Consideration Spreadsheet, the provisions of Section 2.7 and Section 2.8, as applicable, shall be entitled to rely on prevail; provided, however, that this Section 2.13(b) shall have no impact in respect of the indemnification for any inaccuracies in or omissions from the Consideration Spreadsheet in making payments under Article II, and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheetpursuant to Section 8.2(d).

Consideration Spreadsheet. (a) Simultaneously with the execution of this Agreement, the Company has delivered to Parent a form Consideration Spreadsheet (the “Form Consideration Spreadsheet”), prepared by the Company in good faith and detailing the following, in each case, as of immediately prior to the Effective Time, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the Form Consideration Spreadsheet: (i) the name and address of record of each Company Stockholder and the number and class, type or series of shares of Company Capital Stock held by each, and in the case of shares of each series of Company Preferred Stock, the number of shares of Company Common Stock into which such shares of Company Preferred Stock are convertible; (ii) the names and addresses of record of each holder of Company Warrants and the number and class, type or series of shares of Company Capital Stock subject to each Company Warrant held by it; (iii) the names of record of each holder of Vested Company Options, and the exercise price, number of shares of Company Common Stock subject to each Vested Option held by it; (iv) the names of record of each holder of Unvested Company Options, and the exercise price, number of shares of Company Common Stock subject to each such Unvested Company Option held by it and vesting arrangements with respect to each such Unvested Company Option (including the vesting schedule, vesting commencement date, date fully vested); (v) the names of record of each holder of a Company Convertible Note, the loan amount (principal and interest) and the number of shares of Company Common Stock or Company Preferred Stock (on an as converted to Company Common Stock basis) issuable upon conversion of such Company Convertible Note; (vi) the number of Fully Diluted Company Shares; (vii) the aggregate number of Rollover Option Shares; (viii) detailed calculations of each of the following (in each case, determined without regard to withholding): (A) the Per Share Merger Consideration Amount; (B) the Conversion Ratio; (C) the Merger Consideration Shares; (D) for each Company Earnout Holder, its Earnout Pro Rata Share; (E) for each Company Stockholder, its pro rata portion of the Merger Consideration Shares for its shares of Company Preferred Stock and Company Common Stock; (F) for each Company Stockholder, its pro rata portion of the Earnout Shares for its shares of Company Preferred Stock and Company Common Stock; (G) for each Converted Stock Option, the exercise price therefor and the number of shares of Parent Common Stock subject to such Converted Stock Option and whether such Converted Stock Option constitutes a Vested Company Option or Unvested Company Option; and (H) for each Company Warrant, the exercise price therefor and the number of shares of Parent Common Stock to be paid to holders of each such Company Warrant; and (ix) any explanatory or supporting information, including calculations, as Parent may reasonably request. (b) Each Consideration Spreadsheet delivered hereunder shall be true complete and correct and shall contain the same information described in this Section 3.5, subject to Parent’s rights pursuant to Section 3.5(a)(ix). (c) At least five three (53) Business Days before prior to the Closing and concurrently with the delivery of the Estimated Closing StatementDate, the Company shall prepare and deliver to Parent a spreadsheet (the “Closing Consideration Spreadsheet”), certified by an officer of the Company, which shall set forth, Spreadsheet as of the Closing Date and immediately prior to the Effective Date, the following: (i) the names and addresses of all Stockholders and the number of Shares held by such Persons; (ii) the names and addresses of all Optionholders, together with the number of Shares subject to Options held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Options; (iii) the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative FundTime. (bd) The parties agree that contents of each Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of each updated Consideration Spreadsheet. Under no circumstances shall Parent or Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in any Consideration Spreadsheet so long as such calculations were not made by Parent or Merger Sub and the parties agree that Parent and Merger Sub shall be entitled to rely on the most recently delivered Consideration SpreadsheetSpreadsheet in making payments under this ARTICLE III. (e) Nothing contained in this Section 3.5 or in the Closing Consideration Spreadsheet shall be construed or deemed to: (i) modify the Company’s obligations to obtain Parent’s prior consent to the issuance of any securities pursuant to Section 6.1(a)(xvi); or (ii) alter or amend the definition of Per Share Merger Consideration Amount, Aggregate Exercise Price or Merger Consideration Shares.

Consideration Spreadsheet. (a) At least five (5) Business Days before prior to the Closing and concurrently with the delivery of the Estimated Closing StatementClosing, the Company shall prepare and deliver to Parent a spreadsheet (the “Closing Consideration Spreadsheet”), certified prepared by an officer of the CompanyCompany in good faith and detailing the following, which shall set forthin each case, as of the Closing Date and immediately prior to the Effective Date, the followingTime: (i) the names name and addresses address of all Stockholders record of each Company Shareholder and the number and class, type or series of Company Capital Shares held by each, and in the case of shares of each series of Company Preferred Shares, the number of Company Ordinary Shares into which such PersonsCompany Preferred Shares are convertible; (ii) the names of record of each holder of Company Options, and addresses of all Optionholdersthe exercise price, together with the number of Company Capital Shares subject to each Company Options held by such Optionholdersholder (including, in the case of unvested Company Options, the grant vesting schedule, vesting commencement date, the exercise price and the vesting schedule for such Optionsdate fully vested); (iii) the names of record of each holder of Company Warrants, and addresses of all Warrantholdersthe exercise price, together with the number of Company Capital Shares subject to Warrants each Company Warrant held by such Warrantholdersholder (including, in the case of unvested Company Warrants, the grant vesting schedule, vesting commencement date, the exercise price and the vesting schedule for such Warrantsdate fully vested); (iv) the names of record of each holder of a Company Convertible Note, the loan amount (principal and addresses of all RSU Holders, together with interest) and the number of Company Ordinary Shares subject or Company Preferred Shares (on an as converted to RSUs held by Company Ordinary Shares basis) issuable upon conversion of such RSU Holders, the grant date and the vesting schedule for such RSUsCompany Convertible Note; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible NoteholdersAggregate Fully Diluted Company Ordinary Shares; (vi) the names and addresses of all holders of Restricted Stock together with the number of Company Ordinary Shares held by such holders issuable upon vesting conversion of the Restricted Stockeach series of Company Preferred Shares; (vii) the aggregate number of shares subject to Company Options; (viii) detailed calculations of each of the Closing Merger Considerationfollowing (in each case, Fully Diluted Share Number and Closing Per Share determined without regard to withholding): (A) the Aggregate Merger Consideration; (viiiB) the Conversion Ratio; (C) the Per Preferred Share Merger Consideration for each Securityholders’ Pro Rata Share series of Company Preferred Shares; (as a percentage interest D) for each Converted Stock Option, the exercise price therefor and the number of shares of Parent Common Stock subject to such Converted Stock Option; (E) with respect to any Person otherwise included in dollar terms) of the Closing Merger ConsiderationConsideration Spreadsheet, whether the Parent Common Stock and/or Converted Stock Option should be deposited with the 102 Parent Trustee (or 102 Company Trustee, if required by the Options Tax Ruling) and/or Exchange Agent; and (ixF) for each Securityholders’ Person that is a Company Shareholder immediately prior to the Effective Time the quotient (expressed as a percentage) of (i) aggregate number of Company Ordinary Shares and the number of Company Ordinary Shares underlying any Company Preferred Shares, Company Options or Company Warrants held by such Person (as applicable), on a fully-diluted basis, divided by (2) the Aggregate Fully Diluted Company Ordinary Shares (such quotient, the “Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative FundPortion”). (b) The parties contents of the Closing Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Closing Consideration Spreadsheet. The Parties agree that Parent, Merger Sub and Paying Agent Parent shall be entitled to rely on the Closing Consideration Spreadsheet in making payments under Article II, and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration SpreadsheetIII.

Consideration Spreadsheet. (a) At least five two (52) Business Days before the Closing and concurrently with the delivery of the Estimated Closing Working Capital Statement, the Company shall prepare and deliver to Parent Purchaser a spreadsheet (the “Consideration Spreadsheet”), certified by an officer the Chief Financial Officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Date, the following: (i) the names and addresses of all Stockholders and the number of Shares shares of Company Common Stock held by such PersonsPersons based on the books and records of the Company; (ii) the names and addresses of all Optionholders, together with the number of Shares subject to Options held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Options; (iii) the names and addresses of all Warrantholders, together with the number of Shares shares of Company Common Stock subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (viiiii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viiiiv) each Securityholders’ Stockholder’s and Warrantholder’s Pro Rata Share (as a percentage interest and the interest in dollar and share terms) of the Closing Merger Consideration; and; (ixv) each Securityholders’ Stockholder’s and Warrantholder’s Pro Rata Share (as a percentage interest and the interest in dollar terms) of the Escrow Holdback Amount, the Net Working Capital Fund and the Securityholders’ Representative Fund; and (vi) detailed calculations of all Severance Payments. (b) The parties agree that Parent, Purchaser and Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, this Agreement and Parent Purchaser and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.