Common use of Payment Spreadsheet Clause in Contracts

Payment Spreadsheet. At least two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent a payment spreadsheet (the “Payment Spreadsheet”) setting forth: (i) the calculation of the Total Cash Consideration (including each element of Indebtedness and Third Party Expenses), the Total Unaccredited Stockholder Cash Amount, and the Total Stock Consideration; (ii) with respect to each Stockholder on a certificate-by-certificate basis: (A) the name and address of such Stockholder, and, if available, the e-mail address of such Stockholder, (B) whether such holder is a current or former employee of the Company (or any Subsidiary), (C) the number, class and series of shares of Company Capital Stock held by such Stockholder and the respective certificate number, (D) the date of acquisition of such shares and, the cost basis of such shares, (E) whether, to the Company’s Knowledge, such Person is an Accredited Holder or Unaccredited Stockholder, (F) the portion of the Cash Closing Payment that such Stockholder is entitled to receive pursuant to Sections 1.6(b)(i) at Closing, (G) the portion of the Total Stock Consideration that such Stockholder is entitled to receive pursuant to Sections 1.6(b)(i), (H) the Indemnity Portion of such Stockholder; (I) the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as the RE Contribution, in each case, with respect to such Stockholder pursuant to this Agreement, and (J) the net cash and stock amounts to be paid to such holder in accordance with Sections 1.6(b)(i) after deduction of the amounts referred to in clause (I); (iii) with respect to each Company Note Holder on a note-by-note basis: (A) the name and address of such Company Note Holder and, if available, the e-mail address of such Company Note Holder, (B) the class and series of shares for which such note is convertible, (C) the issue date and maturity date thereof, (D) whether, to the Company’s Knowledge, such Person is an Accredited Holder or Unaccredited Stockholder, (E) the portion of the Cash Closing Payment that such Company Note Holder is entitled to receive pursuant to Section 1.6(b)(i), (F) the amount of any Taxes to be withheld from payment to such Company Note Holder, and (G) the portion of the Total Stock Consideration that such Company Note Holder is entitled to receive pursuant to Section 1.6(b)(i), (H) the Indemnity Portion of such Company Note Holder, (I) the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as the RE Contribution, in each case, with respect to such Company Note Holder pursuant to this Agreement, and (J) the net cash and stock amounts to be paid to such holder in accordance with Sections 1.6(b)(i) after deduction of the amounts referred to in clause (I); (iv) with respect to Retention Participant: (A) the name and address of such Retention Participant, and, if available, the e-mail address of such Retention Participant, (B) the portion of the Cash Table of Contents Closing Payment that such Retention Participant is entitled to receive pursuant to Section 1.6(b)(i), (C) the Indemnity Portion of such Retention Participant, (D) the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as the RE Contribution, in each case, with respect to such Retention Participant pursuant to this Agreement, and (E) the net cash amounts to be paid to such Retention Participant in accordance with Sections 1.6(b)(i) after deduction of the amounts referred to in clause (D); and (v) the Statement of Expenses.

Payment Spreadsheet. At least two (2) Business Days prior Prior to the Closing DateClosing, the Company shall deliver to Parent a payment spreadsheet (the “Payment Spreadsheet”) setting forth: (i) the calculation amount of the Total Cash Consideration (including each element of Indebtedness and Third Party Expenses)Consideration, the Total Unaccredited Stockholder Cash AmountConsideration, and the Total Stock Consideration; (ii) the amount of the Per Share Total Consideration Value, the Per Share Escrow Consideration, the Per Share Escrow Cash Consideration, the Per Share Escrow Stock Consideration, the Per Share Stockholder Closing Cash Consideration, the Per Share Stockholder Closing Stock Consideration, Per Share Earnout Consideration, and the Per Share Representative Fund Consideration; (iii) the number of Total Outstanding Shares; (iv) with respect to each Stockholder on a certificate-by-certificate basisStockholder: (A) the name name, address and email address of such Stockholder, and, if available, the e-mail address of such Stockholderholder, (B) whether such holder is a current or former employee of the Company (or any Subsidiary)Company, (C) the number, class and series of shares of Company Capital Stock held by such Stockholder holder and the respective certificate number, (D) the date of acquisition of such shares and, with respect to any share or security that, in each case, would be deemed a “covered security” under Treasury Regulations Section 1.6045-1(a)(15), the cost basis of amount paid for such shares, (E) whether, to the Company’s Knowledge, such Person is an Accredited Holder or Unaccredited Stockholder, (F) the portion of the Cash Closing Payment cash consideration that such Stockholder holder is entitled to receive pursuant to Sections 1.6(b)(iSection 1.6(b) at Closingand may be entitled to receive pursuant to Section 1.6(b) (on a certificate-by-certificate basis and in the aggregate (as applicable)), (F) the stock consideration that such holder may be entitled to receive pursuant to Section 1.6(b) (on a certificate-by-certificate basis and in the aggregate), (G) the portion Pro Rata Portion of the Total Stock Consideration that such Stockholder is entitled to receive pursuant to Sections 1.6(b)(i)holder, (H) the Indemnity Portion of such Stockholder; (I) the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as and the Escrow Contribution and (z) amount of cash to be deposited in the Representative Expense Fund as the RE ContributionFund, in each case, with respect to on behalf of such Stockholder holder pursuant to this Agreement, and (JI) the net cash and stock amounts to be paid to such holder in accordance with Sections 1.6(b)(i) at Closing after deduction of giving effect to the amounts referred to in foregoing clause (IH) (on a certificate-by-certificate basis and in the aggregate);, (J) whether a Form W-8, Form W-9 or similar tax form has been received from such Stockholder indicating that no withholding is required and (K) such other information as required by the Exchange Agent in the form of spreadsheet provided to the Company prior to the date hereof; and (iiiv) with respect to each holder of Company Note Holder on a note-by-note basis: Options, (A) the name and address number of shares of Company Capital Stock underlying each Company Option held by such Company Note Holder and, if available, the e-mail address of such Company Note Holder, holder; (B) the class and series respective exercise price per share of shares for which such note is convertible, Company Option; (C) the issue date and maturity date thereof, respective grant date(s) of such Company Option; (D) whether, to whether the Company’s Knowledge, holder of such Person Company Option is an Accredited Holder or Unaccredited Stockholder, a Continuing Employee; (E) whether such Company Option is an incentive stock option or a non-qualified stock option; (F) the portion total number of such holder’s Company Options that will be Unvested Company Options as of immediately prior to the Cash Closing Payment First Merger Effective Time; (G) the total number of such holder’s Company Options that will be Vested Company Options as of immediately prior to the First Merger Effective Time; (H) the total number of such holder’s Company Options that will be Unvested Company Options as of immediately prior to the First Merger Effective Time; (I) the cash consideration that such Company Note Holder holder is entitled to receive pursuant to Section 1.6(b)(i1.6(b), (F) the amount of any Taxes to be withheld from payment to such Company Note Holderif any, and (G) the portion of the Total Stock Consideration that such Company Note Holder is may be entitled to receive pursuant to Section 1.6(b)(i1.6(b), (H) the Indemnity Portion of such Company Note Holderif any, (I) the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as the RE Contribution, in each case, with respect to such Company Note Holder pursuant to this Agreement, and (J) the net cash and stock amounts to be paid to consideration that such holder in accordance with Sections 1.6(b)(i) after deduction of the amounts referred to in clause (I); (iv) with respect to Retention Participant: (A) the name and address of such Retention Participant, and, if available, the e-mail address of such Retention Participant, (B) the portion of the Cash Table of Contents Closing Payment that such Retention Participant is may be entitled to receive pursuant to Section 1.6(b)(i), (C) the Indemnity Portion of such Retention Participant, (D) the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as the RE Contribution, in each case, with respect to such Retention Participant pursuant to this Agreement, and (E) the net cash amounts to be paid to such Retention Participant in accordance with Sections 1.6(b)(i) after deduction of the amounts referred to in clause (D); and (v) the Statement of Expenses.to

Payment Spreadsheet. At least two (2) Business Days prior Prior to the Closing DateClosing, the Company shall deliver to Parent a payment spreadsheet (the “Payment Spreadsheet”) setting forth: (i) the calculation of the Total Cash Consideration (including each element the applicable portion of Indebtedness the Aggregate Strike Price Amount and Third Party Expenses), the Total Unaccredited Stockholder Cash Amount, ) and the Total Stock ConsiderationConsideration (including the applicable portion of the Aggregate Strike Price Amount); (ii) the calculation of the Per Share Consideration, the Per Share Cash Consideration, the Per Share Stock Consideration and the Exchange Ratio; (iii) with respect to each Stockholder on and Non-Employee Director (in his or her capacity as a certificate-by-certificate basis: holder of Company Restricted Stock): (A) the name and address of such Stockholderholder, and, if available, the e-mail address of such Stockholderholder, (B) whether such holder is a current or former employee of the Company (or any Subsidiary), (C) the number, class and series of shares of Company Capital Stock held by such Stockholder holder and the respective certificate number, (D) the date of acquisition of such shares and, with respect to shares acquired on or after January 1, 2011, the cost basis of such shares, (E) whether, to the Company’s Knowledge, such Person is an Accredited Holder or Unaccredited Stockholder, (F) the portion of the Cash Closing Payment cash consideration that such Stockholder holder is entitled to receive pursuant to Sections 1.6(b)(i) at Closingor 1.6(b)(iv)(B) (on a certificate-by-certificate basis and in the aggregate), (GF) the portion of the Total Stock Consideration stock consideration that such Stockholder holder is entitled to receive pursuant to Sections Section 1.6(b)(i) (on a certificate-by-certificate basis and in the aggregate), (G) the Pro Rata Portion of such holder, (H) the Indemnity Portion amount of such Stockholder; (I) stock to be deposited into the Escrow Fund and the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) in the Representative Expense Fund as the RE ContributionEscrow Fund, in each case, with respect to on behalf of such Stockholder holder pursuant to this Agreement, and (JI) the net cash and stock amounts to be paid to such holder in accordance with Sections Section 1.6(b)(i) after deduction of the amounts referred to in clause (I); H) (iii) with respect to each Company Note Holder on a notecertificate-by-note basis: (A) certificate basis and in the name and address of such Company Note Holder and, if available, the e-mail address of such Company Note Holder, (B) the class and series of shares for which such note is convertible, (C) the issue date and maturity date thereof, (D) whether, to the Company’s Knowledge, such Person is an Accredited Holder or Unaccredited Stockholder, (E) the portion of the Cash Closing Payment that such Company Note Holder is entitled to receive pursuant to Section 1.6(b)(i), (F) the amount of any Taxes to be withheld from payment to such Company Note Holder, and (G) the portion of the Total Stock Consideration that such Company Note Holder is entitled to receive pursuant to Section 1.6(b)(i), (H) the Indemnity Portion of such Company Note Holder, (I) the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as the RE Contribution, in each case, with respect to such Company Note Holder pursuant to this Agreement, and (J) the net cash and stock amounts to be paid to such holder in accordance with Sections 1.6(b)(i) after deduction of the amounts referred to in clause (Iaggregate); (iv) with respect to Retention Participant: each holder of Company Restricted Stock (other than a Non-Employee Director): (A) the name and address of such Retention Participantthe holder thereof, and, if available, the e-mail address of such Retention Participantholder, (B) the portion whether such holder is an employee, consultant, director or officer of the Cash Table of Contents Closing Payment that such Retention Participant is entitled to receive pursuant to Section 1.6(b)(i)Company or any Subsidiary, (C) the Indemnity Portion number, class and series of shares of Company Capital Stock held by such Retention Participantholder as Company Restricted Stock and the respective certificate numbers, (D) the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contributiongrant date, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as the RE Contribution, in each case, with respect to such Retention Participant pursuant to this Agreement, and (E) the net cash amounts to be paid vesting schedule (including all acceleration provisions) applicable to such Retention Participant Company Restricted Stock, and (F) the number of shares of Parent Common Stock that will be issuable to such holder as of the First Merger Effective Time in accordance with Sections 1.6(b)(i) after deduction of the amounts referred to in clause (DSection 1.6(b)(iv)(A); and (v) with respect to each holder of a Company Option: (A) the Statement name and address of Expensesthe holder thereof, and, if available, the e-mail address of such holder, (B) whether such holder is an employee, consultant, director or officer of the Company or any Subsidiary, (C) the grant date and expiration date thereof, (D) whether such Company Option was granted pursuant to the Plans (and if so, which Plan), (E) the vesting schedule (including all acceleration provisions) applicable to such Company Option and the extent to which such Company Option is vested as of immediately prior to the First Merger Effective Time, (F) the exercise price per share and the number, class and series of shares of Company Capital Stock underlying such Company Option immediately prior to the Closing, (G) whether such holder is a Continuing Employee or a Non-Continuing Employee or a Non-Employee Director (it being understood that such information may be updated at any time prior to the Closing), (H) the number of shares of Parent Common Stock that will be subject to such Company Option following the Closing in accordance with Section 1.6(c)(i), and (I) the exercise price per share of such Company Option following the Closing in accordance with Section 1.6(c)(i).

Payment Spreadsheet. At least two three (23) Business Days prior to the Closing DateClosing, the Company shall deliver to Parent Acquiror a payment spreadsheet (the “Payment Spreadsheet”) setting forthforth the following information, in form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror in support of the information set forth therein: (i) the calculation of the Total Cash Consideration (including each element of Indebtedness and Third Party Expenses), the Total Unaccredited Stockholder Cash Amount, and the Total Stock Considerationall components thereof; (ii) calculation of the Per Share Consideration and the Exchange Ratio; (iii) with respect to each Stockholder on a certificate-by-certificate basisStockholder: (A) the name and address of such Stockholder, and, if available, the e-mail address of such Stockholderholder, (B) whether such holder is a current or former employee of the Company (or any Subsidiary)and whether such holder is a Key Employee, (C) the number, class and series of all shares of Company Capital Stock held by such holder and the respective certificate numbers of all certificates evidencing all such shares, (D) the date of acquisition of all shares of Company Capital Stock held by such Stockholder and, with respect to any shares of Company Capital Stock issued on or after January 1, 2011 and any other securities that, in each case, constitute “covered securities” within the meaning of Treasury Regulations §1.6045 1(a)(15), the adjusted tax basis of such shares, (E) the number of any such shares that are Dissenting Shares, (F) any Taxes that are required to be withheld in accordance with Section ‎2.4 from the consideration that such holder is entitled to receive pursuant to Section 1.3(b)(i), (G) such Stockholder’s Loan Repayment Amount, if any, (H) the aggregate Merger Consideration that such holder is entitled to receive pursuant to Sections 1.3(b)(i) (on a certificate-by-certificate basis and in the aggregate), net of (x) the amount of cash to be deposited into the Escrow Fund on behalf of such holder pursuant to Article IX and the Representative Expense Fund pursuant to Section 2.3(b)(iii), and (y) such Stockholder’s Loan Repayment Amount, if any and (I) the amount of cash to be deposited into the Escrow Fund and the Representative Expense Fund on behalf of such holder pursuant to Article IX and Section 2.3(b)(iii), respectively and such Stockholder’s Pro Rata Portion in the Escrow Fund and the Representative Expense Fund; (iv) with respect to each Company Option: (A) the name and address of the holder thereof, (B) whether such holder is an employee, consultant, director or officer of the Company or any Subsidiary, (C) the grant date and expiration date thereof, (D) whether such Company Option was granted pursuant to the Plan, (E) the vesting schedule (including all acceleration provisions) applicable to such Company Option and the extent to which such Company Option is vested as of immediately prior to the Effective Time (taking into account any Company Option (or portion thereof) that, as a result of the Merger will accelerate in full and no longer be subject to any further vesting, right of repurchase, risk of forfeiture or other such conditions), (F) the exercise price per share and the number, class and series of shares of Company Capital Stock held by underlying such Stockholder and the respective certificate number, (D) the date of acquisition of such shares and, the cost basis of such shares, (E) whether, Company Option immediately prior to the Company’s Knowledge, such Person is an Accredited Holder or Unaccredited Stockholder, (F) the portion of the Cash Closing Payment that such Stockholder is entitled to receive pursuant to Sections 1.6(b)(i) at Closing, (G) the portion of the Total Stock Consideration that whether such Stockholder holder is entitled to receive pursuant to Sections 1.6(b)(i)a Continuing Employee or a Non-Continuing Employee, (H) the Indemnity Portion number of shares of Acquiror Common Stock that will be subject to such Company Option following the Closing in accordance with Section 1.3(c), if applicable, (I) the exercise price per share of such Stockholder; Company Option following the Closing in accordance with Section 1.3(c), if applicable, (IJ) the net cash consideration that such holder is entitled to receive in accordance with Section 1.3(c), if any, net of the amount of cash to be deposited into the Escrow Fund and the Representative Expense Fund on behalf of such holder pursuant to Article IX and Section 2.3(b)(iii), respectively, and (K) the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as on behalf of the RE Contribution, in each case, with respect to holder of such Stockholder Company Option pursuant to this AgreementArticle IX and Section 2.3(b)(iii), respectively, and (J) such holder’s the net cash Pro Rata Portion in the Escrow Fund and stock amounts to be paid to such holder in accordance with Sections 1.6(b)(i) after deduction of the amounts referred to in clause (I);Representative Expense Fund; and (iiiv) with respect to each Company Note Holder on a note-by-note basisOption Commitment: (A) the name and address of such Company Note Holder and, if available, the e-mail address of such Company Note Holderholder thereof, (B) whether such holder is an employee, consultant, director or officer of the class and series of shares for which such note is convertibleCompany or any Subsidiary, (C) the issue date and maturity date thereofdeemed vesting commencement date, (D) whether, the deemed vesting schedule applicable to the Company’s Knowledge, such Person is an Accredited Holder or Unaccredited StockholderCompany Option Commitment, (E) the portion deemed exercise price per share and the number of the Cash Closing Payment that shares of Company Common Stock underlying such Company Note Holder is entitled Option Commitment immediately prior to receive pursuant to Section 1.6(b)(i)the Closing, (F) the amount of any Taxes to be withheld from payment to whether such Company Note Holderholder is a Continuing Employee or a Non-Continuing Employee, and (G) the portion value of the Total Acquiror Restricted Stock Consideration that Unit Award to be granted in respect of such Company Note Holder is entitled to receive Option Commitment pursuant to Section 1.6(b)(i), 7.6(a)(ii) and (H) the Indemnity Portion of whether such Company Note Holder, (I) the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as the RE Contribution, in each case, with respect to such Company Note Holder pursuant to this Agreement, and (J) the net cash and stock amounts to be paid to such holder in accordance with Sections 1.6(b)(i) after deduction of the amounts referred to in clause (I); (iv) with respect to Retention Participant: (A) the name and address of such Retention Participant, and, if available, the eOption Commitment is a Post-mail address of such Retention Participant, (B) the portion of the Cash Table of Contents Closing Payment that such Retention Participant is entitled to receive pursuant to Section 1.6(b)(i), (C) the Indemnity Portion of such Retention Participant, (D) the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as the RE Contribution, in each case, with respect to such Retention Participant pursuant to this Agreement, and (E) the net cash amounts to be paid to such Retention Participant in accordance with Sections 1.6(b)(i) after deduction of the amounts referred to in clause (D); and (v) the Statement of ExpensesHire Option Commitment or Pre-Closing Hire Option Commitment.

Payment Spreadsheet. At least two (2) Business Days prior Prior to the Closing DateClosing, the Company shall deliver to Parent a payment spreadsheet or spreadsheets (the “Payment Spreadsheet”) setting forth: (i) the calculation amount of the Total Cash Consideration (including each element of Indebtedness and Third Party Expenses)Consideration, the Total Unaccredited Stockholder Cash AmountConsideration, and the Total Stock Consideration; (ii) the amount of the Per Share Total Consideration Value, the Per Share Escrow Consideration, the Per Share Stockholder Closing Cash Consideration, the Per Share Stockholder Closing Stock Consideration, the Per Share Representative Fund Consideration and the Option Exchange Ratio; (iii) the number of Total Outstanding Shares; (iv) with respect to each Stockholder on a certificate-by-certificate basisStockholder: (A) the name and address of such Stockholder, and, if available, the e-mail address of such Stockholderholder, (B) whether such holder is a current or former employee of the Company (or any Subsidiary)Company, (C) the number, class and series of shares of Company Capital Stock held by such Stockholder holder and the respective certificate number, (D) the date of acquisition of such shares and, with respect to any share or security that, in each case, would be deemed a “covered security” under Treasury Regulations Section 1.6045-1(a)(15), the cost adjusted tax basis of such shares, (E) whether, to the Company’s Knowledge, such Person is an Accredited Holder or Unaccredited Stockholder, (F) the portion of the Cash Closing Payment cash consideration that such Stockholder holder is entitled to receive pursuant to Sections 1.6(b)(iSection 1.6(b) at Closing(on a certificate-by-certificate basis and in the aggregate (as applicable)), (F) the stock consideration that such holder may be entitled to receive pursuant to Section 1.6(b) (on a certificate-by-certificate basis and in the aggregate), (G) the portion Pro Rata Portion of the Total Stock Consideration that such Stockholder is entitled to receive pursuant to Sections 1.6(b)(i)holder, (H) the Indemnity Portion of such Stockholder; (I) the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as and the Escrow Contribution and (z) amount of cash to be deposited into the Representative Expense Fund as the RE ContributionFund, in each case, with respect to on behalf of such Stockholder holder pursuant to this Agreement, (I) the Consideration Holdback Amount of such holder and the number of shares of Parent Common Stock to be withheld and deposited with the Escrow Agent pursuant to the Consideration Holdback Agreement, on behalf of such holder, (J) the net cash and stock amounts to be paid to such holder in accordance with Sections 1.6(b)(iat Closing after giving effect to the foregoing clauses (H) after deduction of the amounts referred to in clause and (I) (on a certificate-by-certificate basis and in the aggregate);, (K) the amount of any withholding due on any payment (assuming, solely for purposes of preparing the Payment Spreadsheet, that such Stockholder has delivered to the Exchange Agent the appropriate IRS Form W-8 or IRS Form W-9, as applicable, indicating that no withholding is required), and (L) such other information as required by the Exchange Agent in the form of spreadsheet provided to the Company prior to the date hereof; and (iiiv) with respect to each holder of Company Note Holder on a note-by-note basis: Options, (A) the such holder’s name and address of such Company Note Holder and, if available, the e-mail address of such Company Note Holder, address; (B) the class and series number of shares for which of Company Capital Stock underlying each Company Option held by such note is convertible, holder; (C) the issue date and maturity date thereof, respective exercise price per share of such Company Option; (D) whether, to the Company’s Knowledge, respective grant date(s) of such Person is an Accredited Holder or Unaccredited Stockholder, Company Option; (E) whether the portion holder of the Cash Closing Payment that such Company Note Holder Option is entitled a Continuing Employee; (F) whether such Company Option is an incentive stock option or a non-qualified stock option; (G) the total number of such holder’s Company Options that will be Unvested Company Options as of immediately prior to receive the First Merger Effective Time (including, if applicable, Company Options that will be revested at the Closing pursuant to Section 1.6(b)(ian Option Vesting Amendment); (H) the total number of such holder’s Company Options that will be Vested Company Options as of immediately prior to the First Merger Effective Time; (I) in the case of Unvested Company Options, the respective vesting arrangement(s) (Fincluding vesting start date(s)) with respect to such Unvested Company Options, the per share exercise price applicable to such Company Options after being assumed by Parent and the number of shares of Parent Common Stock applicable to such Company Options after being assumed by Parent; (J) the amount of any Taxes cash, if any, to be withheld from payment paid to such Company Note Holder, and (G) the portion of the Total Stock Consideration that such Company Note Holder is entitled to receive holder pursuant to Section 1.6(b)(i), (H1.6(b) the Indemnity Portion in respect of such Company Note HolderOptions, (IK) with respect to the Vested Company Options, the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as the RE Contribution, in each case, with respect to such Company Note Holder pursuant to this Agreement, and (J) the net cash and stock amounts to be paid to such holder in accordance with Sections 1.6(b)(i) after deduction of the amounts referred to in clause (I); (iv) with respect to Retention Participant: (A) the name and address of such Retention Participant, and, if available, the e-mail address of such Retention Participant, (B) the portion of the Cash Table of Contents Closing Payment that such Retention Participant is entitled to receive pursuant to Section 1.6(b)(i), (C) the Indemnity Portion of such Retention Participant, (D) the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as the RE ContributionFund, in each case, with respect to on behalf of such Retention Participant holder pursuant to this Agreement, and (EL) the net amount of any cash amounts required to be paid to such Retention Participant in accordance with Sections 1.6(b)(i) after deduction by or on behalf of the amounts referred Company Optionholder in settlement of any Tax withholding obligations and outstanding loans between the Company and such Company Optionholder, and (M) such other information as the Exchange Agent or Parent may reasonably request in order to in clause (D); and (v) facilitate the Statement of Expensespayments to be made pursuant to this Section 1.8.

Payment Spreadsheet. At least two (2) Business Days prior Prior to the Closing DateClosing, the Company shall deliver to Parent a payment spreadsheet (the “Payment Spreadsheet”) setting forth: (i) the calculation amount of the Total Cash Consideration (including each element of Indebtedness and Third Party Expenses)Consideration, the Total Unaccredited Stockholder Cash AmountConsideration, and the Total Stock Consideration; (ii) the amount of the Per Share Total Consideration Value, the Per Share Escrow Consideration, the Per Share Stockholder Closing Cash Consideration, the Per Share Stockholder Closing Stock Consideration, the Per Share Series B Stockholder Closing Stock Consideration, the Per Share Common Stockholder Closing Cash Consideration, the Per Share Common Stockholder Closing Stock Consideration, the Per Share Representative Fund Consideration and the Option Exchange Ratio; (iii) the number of Total Outstanding Shares; (iv) with respect to each Stockholder on a certificate-by-certificate basisStockholder: (A) the name and address of such Stockholder, and, if available, the e-mail address of such Stockholderholder, (B) whether such holder is a current or former employee of the Company (or any Subsidiary), (C) the number, class and series of shares of Company Capital Stock held by such Stockholder holder and the respective certificate number, (D) the date of acquisition of such shares and, with respect to any share or security that, in each case, would be deemed a “covered security” under Treasury Regulations Section 1.6045-1(a)(15), the cost adjusted tax basis of such shares, (E) whether, to the Company’s Knowledge, such Person is an Accredited Holder or Unaccredited Stockholder, (F) the portion of the Cash Closing Payment cash consideration that such Stockholder holder is entitled to receive pursuant to Sections 1.6(b)(iSection 1.6(b) at Closingand may be entitled to receive pursuant to Section 1.6(b) (on a certificate-by-certificate basis and in the aggregate (as applicable)), (F) the stock consideration that such holder may be entitled to receive pursuant to Section 1.6(b) (on a certificate-by-certificate basis and in the aggregate), (G) the portion Pro Rata Portion of the Total Stock Consideration that such Stockholder is entitled to receive pursuant to Sections 1.6(b)(i)holder, (H) the Indemnity Portion of such Stockholder; (I) the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as and the Escrow Contribution and (z) amount of cash to be deposited in the Representative Expense Fund as the RE ContributionFund, in each case, with respect to on behalf of such Stockholder holder pursuant to this Agreement, and (JI) the net cash and stock amounts to be paid to such holder in accordance with Sections 1.6(b)(i) at Closing after deduction of giving effect to the amounts referred to in foregoing clause (IH) (on a certificate-by-certificate basis and in the aggregate);, (J) the amount of any withholding due on any payment (assuming, solely for purposes of preparing the Payment Spreadsheet, that such Stockholder has delivered to the Exchange Agent the appropriate Form W-8, Form W-9 or similar tax form indicating that no withholding is required) and (K) such other information as required by the Exchange Agent in the form of spreadsheet provided to the Company prior to the date hereof; and (iiiv) with respect to each holder of Company Note Holder on a note-by-note basis: Options, (A) the name such holder’s address and address of such Company Note Holder andsocial security number (or tax identification number, if available, the e-mail address of such Company Note Holder, as applicable); (B) the class and series number of shares for which of Company Capital Stock underlying each Company Option held by such note is convertible, holder; (C) the issue date and maturity date thereof, respective exercise price per share of such Company Option; (D) whether, to the Company’s Knowledge, respective grant date(s) of such Person is an Accredited Holder or Unaccredited Stockholder, Company Option; (E) whether the portion holder of such Company Option is a Continuing Employee; (F) whether such Company Option is an incentive stock option or a non-qualified stock option; (G) the total number of such holder’s Company Options that will be Unvested Company Options as of immediately prior to the First Merger Effective Time; (H) the total number of such holder’s Company Options that will be Vested Company Options as of immediately prior to the First Merger Effective Time; (I) in the case of Unvested Company Options, the respective vesting arrangement(s) with respect to such Unvested Company Options, a listing of the Cash number of shares that will vest each month following the Closing Payment that Date, the date on which such vesting will occur, the per share exercise price applicable to such Company Note Holder is entitled Options after being assumed by Parent and the number of shares of Parent Common Stock applicable to receive pursuant to Section 1.6(b)(i), such Company Options after being assumed by Parent; (FJ) the amount of any Taxes to be withheld from payment to such Company Note Holdercash, and (G) the portion of the Total Stock Consideration that such Company Note Holder is entitled to receive pursuant to Section 1.6(b)(i)if any, (H) the Indemnity Portion of such Company Note Holder, (I) the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as the RE Contribution, in each case, with respect to such Company Note Holder pursuant to this Agreement, and (J) the net cash and stock amounts to be paid to such holder in accordance with Sections 1.6(b)(i) after deduction of the amounts referred to in clause (I); (iv) with respect to Retention Participant: (A) the name and address of such Retention Participant, and, if available, the e-mail address of such Retention Participant, (B) the portion of the Cash Table of Contents Closing Payment that such Retention Participant is entitled to receive pursuant to Section 1.6(b)(i)1.6(b) in respect of such Company Options, (C) the Indemnity Portion of such Retention Participant, (DK) the amount of cash cash, if any, to be deposited into each paid by or on behalf of the Company Optionholder in settlement of Tax withholding obligations and outstanding loans between the Company and such Company Optionholder, and (xL) the Tail Fund such other information as the Tail Contribution, (y) Exchange Agent or Parent may reasonably request in order to facilitate the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as the RE Contribution, in each case, with respect payments to such Retention Participant be made pursuant to this Agreement, and (E) the net cash amounts to be paid to such Retention Participant in accordance with Sections 1.6(b)(i) after deduction of the amounts referred to in clause (D); and (v) the Statement of ExpensesSection 1.8.

Payment Spreadsheet. (i) At least two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent Acquiror a payment spreadsheet spreadsheet, certified on behalf of the Company’s Chief Executive Officer and Chief Financial Officer, setting forth the following information, in a form and substance satisfactory to Acquiror (acting reasonably) and accompanied by documentation satisfactory to Acquiror (acting reasonably) in support of the information set forth therein (the “Payment Spreadsheet”) setting forth:): (iA) the a detailed calculation of the Total Cash Consideration (including each element of Indebtedness and Third Party Expenses)Closing Consideration, the Aggregate Liquidation Preference, the Residual Consideration, and each of the components and subcomponents of the foregoing; (B) a detailed calculation of the Total Unaccredited Stockholder Cash Share Number and the Stock and Warrant Share number and each of the components and subcomponents of the foregoing; (C) a detailed calculation of the Stock Award Exchange Ratio and each of the components and subcomponents thereof; (D) a detailed calculation of the Per Share Residual Amount, the Per Share Expense Contribution, the Per Share Closing Participation Amount, and each of the Total Stock Considerationcomponents and subcomponents of the foregoing; (iiE) a detailed calculation of the Per Share Indemnity Escrow Release Consideration and each of the components and subcomponents thereof, assuming full release of the Indemnity Escrow Fund; (F) a detailed calculation of the Per Share Adjustment Consideration assuming a hypothetical Closing Net Working Capital Surplus of one million dollars ($1,000,000); (G) with respect to each Stockholder on a certificate-by-certificate basisStockholder: (A) the name and name, address of such Stockholderrecord, and, if available, the e-mail address (if available), and jurisdiction of Tax residence of such Stockholder, Stockholder (if available); (B) whether such holder Stockholder is an Employee and the nature of any such service relationship (including the entity with which such Employee has a current or former employee of the Company (or any Subsidiaryservice relationship), ; (C) the number, class and series of all shares of Company Capital Stock held by such Stockholder and the respective certificate number, or other identifying numbers of all Company Stock Certificates or Company Book-Entries evidencing all such shares (and whether such shares are certificated or in book-entry); (D) the date of issuance of such shares of Company Capital Stock and the date of acquisition of such shares of Company Capital Stock by such Stockholder, and the consideration paid to the Company for such issuance (on a per share and aggregate basis) and, if such shares were not acquired by issuance from the cost basis Company, the transferee of such shares, and, if Known, the consideration paid by the holder thereof for such shares (on a per share and aggregate basis); (E) whetherthe identification of any shares of Company Capital Stock that were (x) acquired through the exercise of an option, to whether such option was a nonstatutory option or an incentive stock option as defined in Section 422 of the Company’s KnowledgeCode, the date of grant of such Person is an Accredited Holder option, the vesting schedule of such option, and the date of exercise of such option, or Unaccredited Stockholder(y) issued as Company Restricted Stock, the date of grant of such shares of Company Restricted Stock, the vesting schedule of such shares of Company Restricted Stock; (F) the portion number of any such shares that are Dissenting Shares; (G) such Stockholder’s Loan Repayment Amount, if any, and whether any Taxes are required to be withheld (assuming for this purpose that such Stockholder provides the Cash Closing Payment necessary documentation to establish that backup withholding does not apply); (H) the aggregate number of Acquiror Ordinary Shares such Stockholder is entitled to receive pursuant to Sections 1.6(b)(iSection 1.3(b) at Closing(on a certificate-by-certificate and book-entry-by-book-entry basis and in the aggregate), gross and net of such Stockholder’s Loan Repayment Amount, if any, and the amount of any Taxes that are required to be withheld; (I) such Stockholder’s aggregate Per Share Indemnity Escrow Release Consideration assuming full release of the Indemnity Escrow Fund, and Per Share Adjustment Consideration assuming a hypothetical Closing Net Working Capital Surplus of one million dollars ($1,000,000); and (J) such Stockholder’s Pro Rata Portion and Escrow Pro Rata Share; (H) with respect to each Optionholder: (A) the name, address of record, e-mail address (if available), jurisdiction of Tax residence of such Optionholder (if available); (B) whether such Optionholder is an Employee and the nature of any such service relationship (including the entity with which such Employee has a service relationship); (C) the grant date and expiration date of each In-the-Money Company Option held by such Optionholder; (D) whether each such In-the-Money Company Option was granted pursuant to the Plan; (E) the vesting schedule (including all acceleration provisions) applicable to each such In-the-Money Company Option and the extent to which each such In-the-Money Company Option is vested and unvested as of immediately prior to the Effective Time (taking into account any In-the-Money Company Option (or portion thereof) that, as a result of the Merger will accelerate in full and no longer be subject to any further vesting, right of repurchase, risk of forfeiture or other such conditions); (F) the exercise price per share and the number, class and series of shares of Company Capital Stock underlying each such In-the-Money Company Option immediately prior to the Effective Time; (G) the portion whether each such In-the-Money Company Option is an incentive stock options as defined in Section 422 of the Total Stock Consideration that such Stockholder is entitled to receive pursuant to Sections 1.6(b)(i), Code or a nonstatutory stock option; (H) the Indemnity Portion of such StockholderOptionholder’s Loan Repayment Amount, if any, and whether any Taxes are required to be withheld; (I) the amount aggregate number of cash Acquiror Ordinary Shares subject to be deposited into each an Assumed Company Option, the per share exercise price of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as the RE Contribution, in each case, with respect to such Stockholder pursuant to this AgreementAssumed Company Option, and the vesting schedule (Jincluding number of shares vesting per vesting period) the net cash and stock amounts to be paid to of such holder in accordance with Sections 1.6(b)(i) after deduction of the amounts referred to in clause (I)Assumed Company Option; (iiiI) with respect to each Company Note Holder on a note-by-note basisWarrantholder: (A) the name and name, address of such Company Note Holder andrecord, if available, the e-mail address (if available), jurisdiction of Tax residence of such Company Note Holder, Warrantholder (if available); (B) whether such Warrantholder is an Employee and the class and series nature of shares for any such service relationship (including the entity with which such note is convertible, Employee has a service relationship); (C) the issue date and maturity expiration date thereof, of each Company Warrant held by such Warrantholder; (D) whether, the vesting schedule (including all acceleration provisions) applicable to each such Company Warrant and the extent to which each such Company Warrant is vested as of immediately prior to the Company’s KnowledgeEffective Time (taking into account any Company Warrant (or portion thereof) that, as a result of the Merger will accelerate in full and no longer be subject to any further vesting, right of repurchase, risk of forfeiture or other such Person is an Accredited Holder or Unaccredited Stockholder, conditions); (E) the portion exercise price per share and the number, class and series of shares of Company Capital Stock underlying each such Company Warrant immediately prior to the Cash Closing Payment Effective Time; (F) whether each such Company Warrant is an In-the-Money Company Warrant or an Out-of-the-Money Company Warrant; (G) such Warrantholder’s Loan Repayment Amount, if any, and whether any Taxes are required to be withheld (assuming for this purpose that such Company Note Holder Warrantholder provides the necessary documentation to establish that backup withholding does not apply); (H) the aggregate number of Acquiror Ordinary Shares such Warrantholder is entitled to receive pursuant to Section 1.6(b)(i1.3(d) (on a warrant-by-warrant basis and in the aggregate), (F) the amount gross and net of such Warrantholder’s Loan Repayment Amount, if any, and whether any Taxes are required to be withheld from payment to such Company Note Holder, and (G) the portion of the Total Stock Consideration assuming for this purpose that such Company Note Holder is entitled Warrantholder provides the necessary documentation to receive pursuant to Section 1.6(b)(iestablish that backup withholding does not apply), (H) the Indemnity Portion of such Company Note Holder, ; (I) such Warrantholder’s aggregate Per Share Indemnity Escrow Release Consideration assuming full release of the amount Indemnity Escrow Fund, and Per Share Adjustment Consideration assuming a hypothetical Closing Net Working Capital Surplus of cash to be deposited into each of one million dollars (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution $1,000,000); and (zJ) the Representative Expense Fund as the RE Contributionsuch Warrantholder’s Pro Rata Portion and Escrow Pro Rata Share; (J) with respect to each holder of shares of Company Capital Stock issued on or after January 1, 2011 or any other Company Security that, in each case, would be deemed a “covered security” under Treasury Regulations Section 1.6045-1(a)(15), the cost basis and date of acquisition (if not already provided) of such shares or securities; (K) with respect to each Company Convertible Note: (A) the name, address of record, e-mail address (if available), jurisdiction of Tax residence of the holder of such Company Convertible Note; (B) whether such holder is an Employee and the nature of any such service relationship (including the entity with which such Employee has a service relationship); (C) the issue date of such Company Convertible Note; (D) the aggregate Indebtedness owing in respect of such Company Convertible Note Holder pursuant to this Agreementas the Effective Time; (E) such holder’s Loan Repayment Amount, if any, and whether any Taxes are required to be withheld (Jassuming for this purpose that such holder provides the necessary documentation to establish that backup withholding does not apply); and (F) the net cash and stock number of Acquiror Ordinary Shares to be issued in satisfaction of such Company Convertible Note; (L) wire or other payment instructions for all amounts to be paid to such holder by Acquiror in accordance with Sections 1.6(b)(ithis Agreement, including any Third Party Expenses and Closing Indebtedness (other than with respect to Company Convertible Notes) after deduction of that Acquiror is to pay, or cause to be paid, following the amounts referred to in clause (I)Closing on the Company’s behalf; (ivM) with respect to each Retention Bonus Pool Participant: (A) the name and name, address of such Retention Participantrecord, and, if available, the e-mail address (if available), jurisdiction of such Tax residence of the Retention Bonus Pool Participant, ; (B) the portion of the Cash Table of Contents Closing Payment that whether such Retention Bonus Pool Participant is entitled to receive pursuant to Section 1.6(b)(ian Employee and the nature of any such service relationship (including the entity with which such Employee has a service relationship), ; (C) the Indemnity Portion of Retention Bonus Pool Award Value for the Retention Bonus Pool Award held by such Retention Bonus Pool Participant, ; (D) such holder’s Loan Repayment Amount, if any, and the amount of cash any Taxes that are required to be deposited into each of (x) the Tail Fund as the Tail Contributionwithheld, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as the RE Contribution, in each case, with respect to such Retention Participant pursuant to this Agreement, and (E) the net cash amounts number of Acquiror Ordinary Shares to be paid to issued in satisfaction of such Retention Participant in accordance with Sections 1.6(b)(iBonus Pool Award and (F) after deduction of the amounts referred to in clause (D)such Retention Bonus Pool Participant’s Pro Rata Share and Escrow Pro Rata Share; and (vN) such other information reasonably requested by Acquiror in connection with facilitating the Statement of Expensestransactions contemplated by this Agreement.

Payment Spreadsheet. At least two three (23) Business Days prior to the Closing DateClosing, the Company shall deliver to Parent a payment spreadsheet file (the “Payment Spreadsheet”) setting forth:which includes the following information (which, for the avoidance of doubt, may be specified on one or multiple tabs): (i) the amount and calculation of the Total Cash Consideration (including each element of Indebtedness and Third Party Expenses)Base Consideration, the Total Unaccredited Stockholder Cash AmountConsideration, the Total Closing Consideration and the Total Stock Closing Residual Consideration; (ii) the amount of the aggregate Series A-2 Liquidation Amount in respect of all outstanding shares of the Company Series A-2 Preferred Stock; (iii) the number of Total Outstanding Common Shares; (iv) the amount and calculation of the Closing Per Option Amount with respect to each Stockholder on a certificate-by-certificate basisVested Company Option; (v) the amount and calculation of the Closing Per Warrant Amount with respect to each Company Warrant; (vi) the Holdback Amount to be held back by Parent in respect of each Holder’s Aggregate Pro Rata Portion; (vii) the Aggregate Pro Rata Portion of the Representative Expense Fund in respect of each Holder; (viii) the Aggregate Exercise Amount; (ix) with respect to each Stockholder: (A) the name and email address of such Stockholder, and, if available, the e-mail mailing address of such Stockholder, (B) whether such holder Stockholder is a current or former employee Employee of the Company (or any Subsidiary), (C) the number, class and series of shares of Company Capital Stock held by such Stockholder and the respective certificate number or Book Entry number, as applicable, (D) the date of acquisition of such shares and, the cost basis of such shares, (E) whether, whether any Taxes are to the Company’s Knowledge, such Person is an Accredited Holder or Unaccredited Stockholder, (F) the portion of the Cash Closing Payment be withheld in accordance with Section 1.9 that such Stockholder is entitled to receive pursuant to Sections 1.6(b)(i) at ClosingSection 1.6(b), (GF) the portion of the Total Stock Consideration cash consideration that such Stockholder is entitled to receive at the Closing pursuant to Sections 1.6(b)(iSection 1.6(b) (on a certificate-by-certificate basis and in the aggregate), (HG) the Indemnity Pro Rata Portion of such Stockholder; , (IH) the amount of cash to be held back by Parent in respect of the Holdback Amount and the amount of cash to be deemed deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) in the Representative Expense Fund as the RE Contribution, in each case, (on a certificate-by-certificate basis based on such Stockholder’s Pro Rata Portion with respect to each such Stockholder pursuant to this Agreementcertificate and on an aggregate basis based on such Stockholder’s Aggregate Pro Rata Portion), (I) such Stockholder’s Loan Repayment Amount, if any, and (J) the net cash and stock amounts to be paid to such holder Stockholder at the Closing after giving effect to the foregoing clauses (H and I) (on a certificate-by-certificate basis and in accordance with Sections 1.6(b)(i) after deduction of the amounts referred to in clause (Iaggregate); (iiix) with respect to each Company Note Holder on a note-by-note basisOptionholder: (A) the name and email address of such Company Note Holder Optionholder, and, if available, the e-mail mailing address of such Company Note HolderOptionholder, (B) whether such holder is a current or former employee of the class and series of shares for which such note is convertibleCompany (or any Subsidiary), (C) the issue date number of shares of Company Common Stock subject to and maturity date thereofthe exercise price per share in effect for each Company Option (broken out on an option-by-option basis), (D) whether, to the Company’s Knowledge, grant date of such Person is an Accredited Holder or Unaccredited StockholderCompany Option, (E) the portion vesting schedule (including all acceleration provisions) applicable to such Company Option and the extent to which such Company Option is vested as of immediately prior to the Cash Closing Payment Effective Time, (F) whether any Taxes are to be withheld in accordance with Section 1.9 that such Company Note Holder Optionholder is entitled to receive pursuant to Section 1.6(b)(i1.6(b), (F) the amount of any Taxes to be withheld from payment to such Company Note Holder, and (G) the portion of the Total Stock Consideration cash consideration that such Company Note Holder holder is entitled to receive at Closing pursuant to Section 1.6(b)(i)1.6(b) based on such Optionholder’s Pro Rata Portion, (H) the Indemnity Pro Rata Portion of such Company Note HolderOptionholder, (I) the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as the RE Contribution, held back by Parent in each case, with respect to such Company Note Holder pursuant to this Agreement, and (J) the net cash and stock amounts to be paid to such holder in accordance with Sections 1.6(b)(i) after deduction of the amounts referred to in clause (I); (iv) with respect to Retention Participant: (A) the name Holdback Amount and address of such Retention Participant, and, if available, the e-mail address of such Retention Participant, (B) the portion of the Cash Table of Contents Closing Payment that such Retention Participant is entitled to receive pursuant to Section 1.6(b)(i), (C) the Indemnity Portion of such Retention Participant, (D) the amount of cash to be deemed deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) in the Representative Expense Fund as the RE Contribution, in each case, (on an option-by-option basis based on such Optionholder’s Pro Rata Portion with respect to each such Retention Participant pursuant to this Agreementoption and in the aggregate based on such Optionholder’s Aggregate Pro Rata Portion) on behalf of such Optionholder, and (EJ) the net cash amounts to be paid to such Retention Participant holder at the Closing after giving effect to the foregoing clause (I) (on an option-by-option basis and in the aggregate); (xi) with respect to any share of Company Capital Stock or any other security of the Company, that, in each case, would be deemed a “covered security” under Treasury Regulations Section 1.6045-1(a)(15), such holder’s date of acquisition and adjusted basis in such shares; (xii) with respect to each Warrantholder: (A) the name and email address of such Warrantholder, and, if available, the mailing address of such Warrantholder, (B) whether such holder is a current or former Employee of the Company (or any Subsidiary), (C) the number of shares of Company Common Stock subject to and the exercise price per share in effect for each Company Warrant (broken out on an option-by-option basis), (D) the grant date of such Company Warrant, (E) the vesting schedule (including all acceleration provisions) applicable to such Company Warrant and the extent to which such Company Warrant is vested as of immediately prior to the Effective Time, (F) the cash consideration that such holder is entitled to receive at the Closing pursuant to Section 1.6(b) (on an warrant-by-warrant basis and in the aggregate) and (G) the Pro Rata Portion of such Warrantholder; (H) the amount of cash to be held back by Parent in respect of the Holdback Amount and the amount of cash to be deemed deposited in the Representative Expense Fund (on an warrant-by-warrant basis based on such Warrantholder’s Pro Rata Portion with respect to each such warrant and in the aggregate based on such Warrantholder’s Aggregate Pro Rata Portion) on behalf of such Warrantholder, and (I) the net cash amounts to be paid to such holder at the Closing after giving effect to the foregoing clause (H) (on an warrant-by-warrant basis and in the aggregate); (xiii) a funds flow spreadsheet, in form and substance reasonably satisfactory to Parent, showing: (i) the aggregate amount of cash to be delivered by Parent to: (A) the Paying Agent pursuant to Section 1.8(b)(i), (B) the Surviving Corporation pursuant to Section 1.8(b)(ii), and (C) the Representative pursuant to this Agreement and (ii) wire transfer instructions for each payment to be made by Parent or the Paying Agent reflected therein, including wire transfer instructions with respect to (A) the Company’s third party payroll provider and (B) payments to be made to third parties in respect of Specified Liabilities. Amounts set forth in the Payment Spreadsheet shall be calculated by the Company in accordance with Sections 1.6(b)(ithe Charter Documents, as applicable. Parent and the Paying Agent may rely upon the Payment Spreadsheet, and in no event will Parent, the Paying Agent or any of their respective Affiliates (including the Surviving Corporation) after deduction have any liability to any Holder or other Person on account of payments made in accordance with the amounts referred to in clause (D); and (v) terms of this Agreement and as set forth on the Statement of ExpensesPayment Spreadsheet.