Common use of Payment Spreadsheet Clause in Contracts

Payment Spreadsheet. (a) At the Closing (and subject to Section 4.4(b)), the Company shall deliver to Parent a payment spreadsheet (the “Payment Spreadsheet”) setting forth the Company’s good faith estimate as of immediately prior to the Effective Time of: (i) the calculation of the Estimated Merger Consideration (including each component thereof); (ii) the calculation of the Aggregate Closing Stockholder Proceeds and the Aggregate Closing Optionholder Proceeds; (iii) with respect to each Stockholder: (A) the name, address and (if available, the e-mail address) of such Stockholder, if available; (B) the number, class and series of shares of Company Capital Stock held by such Stockholder and the certificate numbers in respect thereof; (C) the portion of the Aggregate Closing Stockholder Proceeds to be delivered at Closing to such Stockholder (calculated in accordance with the Company’s Organizational Documents and the Company Equity Plan); and (D) such Stockholder’ Pro Rata Portion; (iv) with respect to each Optionholder: (A) the name and address of such holder, if available; (B) the extent to which the Company Option held by such Optionholder is vested as of the Effective Time; (C) 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 Effective Time; (D) portion of the Aggregate Closing Optionholder Proceeds to be delivered at Closing to such Optionholder (calculated in accordance with the Company’s Organizational Documents and the Company Equity Plan); and (E) such Optionholder’s Pro Rata Portion; (v) the Persons to whom Repaid Indebtedness is owed and their respective payoff amounts and wire transfer instructions; (vi) the Persons to whom Unpaid Transaction Expenses are owed at Closing and their respective payoff amounts and wire transfer instructions; and (vii) a separate column indicating whether each Optionholder or Stockholder will be paid by the Paying Agent or through Company payroll. (b) No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver, or cause to be prepared and delivered, to Parent, a draft of the Payment Spreadsheet. Parent shall be entitled to review, and the Company shall consider in good faith the reasonable comments of Parent on, the draft Payment Spreadsheet.

Payment Spreadsheet. (a) At least three (3) business days prior to the Closing (and subject to Section 4.4(b))Date, the Company shall deliver to Parent a payment spreadsheet (the “Payment Spreadsheet”) in form and substance reasonably acceptable to Parent, certified as complete and accurate by the President and Chief Executive Officer and Chief Financial Officer of the Company, setting forth the Company’s good faith estimate following information with respect to each Company Stockholder: (i) as of immediately prior to the Effective Time of: (i) the calculation of the Estimated Merger Consideration (including each component thereof); (ii) the calculation of the Aggregate Closing Stockholder Proceeds and the Aggregate Closing Optionholder Proceeds; (iii) with respect to each Stockholder: (A) the name, address and (if availableTime, the e-mail address) of such Stockholder, if available; (B) the number, class and series number of shares of Company Capital Stock held by such Stockholder and Company Stockholder, the certificate numbers in respect thereof; (Cnumber(s) the portion of the Aggregate Closing Stockholder Proceeds to be delivered at Closing to for such Stockholder (calculated in accordance with the Company’s Organizational Documents and the Company Equity Plan); and (D) such Stockholder’ Pro Rata Portionshares; (ivii) with respect to each Optionholder: (A) the name and address of such holder, if available; (B) the extent to which the Company Option held by such Optionholder is vested as of the Effective Time; (C) 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 Effective Time; (D) , the portion of the Aggregate estimated Merger Consideration and that portion of the estimated Closing Optionholder Proceeds to be delivered at Closing to such Optionholder (calculated Cash Merger Consideration payable in accordance with the Company’s Organizational Documents terms of this Agreement and in the manner provided herein to such Company Stockholder in respect of all of the shares of Company Capital Stock to be held by such Company Stockholder; (iii) that portion of the estimated Merger Consideration otherwise payable to such Company Stockholder that is treated as employment compensation and the amount thereof required to be withheld from such Company Equity Plan); and Stockholder under applicable Tax withholding laws, if any; (Eiv) that portion of the estimated Merger Consideration which represents such OptionholderCompany Stockholder’s Pro Rata PortionPercentage of the Note and the Earn-out; (v) the Persons to whom Repaid Indebtedness is owed and their respective payoff amounts and wire transfer instructions;Pro Rata Percentage of such Company Stockholder; and (vi) the Persons to whom Unpaid Transaction Expenses are owed at Closing and their respective payoff amounts mailing address and wire transfer instructions; and (vii) a separate column indicating whether each Optionholder or Stockholder will information where all amounts payable pursuant to this Agreement shall be paid by the Paying Agent or through delivered to such Company payrollStockholder. (b) No later than three (3) Business Days In the event that any information set forth in the Payment Spreadsheet becomes inaccurate at any time prior to the Closing DateEffective Time, the Company shall prepare and deliverdeliver a revised Payment Spreadsheet, or cause together with a new certification consistent with Section 4.14(a), whereupon such revised Payment Spreadsheet shall be deemed to be prepared the “Payment Spreadsheet” for all purposes of and deliveredunder this Agreement; provided, to however that the aggregate amounts payable as disclosed in such revised Payment Spreadsheet shall not, without Parent’s written consent, a draft of change from the aggregate amounts payable in the Payment Spreadsheet. Spreadsheet in effect immediately prior to such revised Payment Spreadsheet taking effect. (c) The Company acknowledges and agrees that the Parent shall be entitled to review, and rely on the Company shall consider in good faith the reasonable comments Payment Spreadsheet for purposes of Parent on, the draft Payment Spreadsheetmaking any payments hereunder.

Payment Spreadsheet. (a) At least 10 Business Days prior to the scheduled Closing (and subject to Section 4.4(b))Date, the Company shall deliver prepare a draft payment spreadsheet in a form reasonably acceptable to Parent a payment spreadsheet and the Paying Agent (the “Payment Spreadsheet”) setting ), which shall set forth the Company’s good faith estimate following information as of immediately prior to the Effective Time ofClosing: (i) the The calculation of “Merger Consideration”, including a separate line item for each adjustment thereto in accordance with the Estimated definition of “Merger Consideration (including each component thereof)Consideration” hereunder; (ii) the A calculation of the Aggregate Closing Stockholder Proceeds and “Per Share Merger Consideration” in accordance with the Aggregate Closing Optionholder Proceedsdefinition of “Per Share Merger Consideration” hereunder; (iii) with A calculation of the “Escrow Percentage” and “Unvested Escrow Adjustment;” (iv) With respect to each Stockholder: Company Stockholder other than Company Stockholders who hold Unvested Company Capital Stock only, (A1) the namesuch Person’s address, address and (if available, the e-mail address) of such Stockholder, if available; (B2) the number, class and series of Company Capital Stock (other than shares of Unvested Company Capital Stock) held by such Person, (3) the respective certificate number(s) representing such shares, (4) if acquired on or after January 1, 2011, the respective date(s) of acquisition of such shares and such Person’s basis in such shares, (5) the portion of the Closing Payment Fund to be paid to such Company Stockholder at the Closing in respect of such shares, (6) such Company Stockholder’s Pro Rata Share of the Vested Escrow Amount expressed as a percentage and a Dollar amount, (7) such Company Stockholder’s Pro Rata Share of the Representative Expense Amount expressed as a percentage and a Dollar amount, (8) the identification of any shares that were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and, to the Knowledge of the Company, whether such election under Section 83(b) of the Code was timely made, (9) the identification of any shares that were purchased upon exercise of an incentive stock option that was exercised within twelve months prior to the Effective Time and the ordinary income recapture amounts required to be reported to any Taxing Authority in connection therewith, and (10) such other relevant information that Parent or the Paying Agent may reasonably request; (v) With respect to each holder of Unvested Company Capital Stock, (1) such Person’s address, (2) the number of shares of Unvested Company Capital Stock held by such Stockholder and the certificate numbers in respect thereof; Person, (C3) the portion respective certificate number(s) representing such shares, (4) if acquired on or after January 1, 2011, the respective date(s) of acquisition of such shares and such Person’s basis in such shares, (5) the Aggregate Closing Stockholder Proceeds to be delivered at Closing to such Stockholder (calculated in accordance with the Company’s Organizational Documents and the Company Equity Plan); and (D) such Stockholder’ Pro Rata Portion; (ivvesting arrangement(s) with respect to each Optionholder: such shares, (A6) the name and address identification of any shares eligible for an election under Section 83(b) of the Code, including the date of issuance of such holdershares, if available; and, to the Knowledge of the Company, whether such election under Section 83(b) of the Code was timely made, (B7) with respect to such shares held by Continuing Employees, the amount of cash to be retained and placed into the Continuing Employee Pool (including such Person’s Unvested Escrow Amount, a listing of the number of such shares that will vest each month following the Closing Date, the day of the month on which such vesting will occur and the payments owed to such holder in each quarter following the Closing Date (assuming, in each case, that all other vesting obligations are otherwise satisfied)), (8) such Person’s Pro Rata Share of the Unvested Escrow Amount expressed as a percentage and a Dollar amount, (9) such Person’s Pro Rata Share of the Representative Expense Amount expressed as a percentage and a Dollar amount, and (10) such other relevant information that Parent or the Paying Agent may reasonably request; (vi) With respect to each holder of a Company Option, (1) such Person’s address, (2) the extent to which the number of shares of Company Capital Stock underlying each Company Option held by such Optionholder is vested as of the Effective Time; Person, (C3) the respective exercise price per share of such Company Option, (4) the respective grant date(s) of such Company Option, (5) the respective vesting arrangement(s) with respect to any Unvested Company Options, (6) whether the holder of such Company Option is a Continuing Employee, (7) whether such Company Option is an incentive stock option or a non-qualified stock option, (8) in the case of Vested Company Options, the portion of the Closing Payment Fund to be paid to the holder at Closing, and in the case of Unvested Company Options held by Continuing Employees, the amount of cash to be retained and placed into the Continuing Employee Pool (including such Person’s Unvested Escrow Amount, a listing of the number of shares that will vest each month following the Closing Date, the day of the month on which such vesting will occur and the numberpayments owed to such holder in each quarter following the Closing Date (assuming, in each case, that all other vesting obligations are otherwise satisfied)), (9) such Person’s Pro Rata Share of the Vested Escrow Amount expressed as a percentage and a Dollar amount, (10) such Person’s Pro Rata Share of the Representative Expense Amount expressed as a percentage and a Dollar amount, and (11) such other relevant information that Parent or the Paying Agent may reasonably request; (vii) With respect to the holder of the Company Warrants that will be cashed out in connection with the Closing, (1) such Person’s address, (2) the number and class and series of shares of Company Capital Stock underlying each Company Warrant held by such Person, (3) the respective exercise price per share of such Company Warrant, (4) the date of issuance of each Company Warrant, (5) such Person’s basis (as provided by such Person) in the shares of Company Capital Stock issuable with respect to each such Company Warrant), (6) the portion of the Closing Payment Fund to be paid to the holder at Closing, (7) such Person’s Pro Rata Share of the Vested Escrow Amount expressed as a percentage and a Dollar amount, (8) such Person’s Pro Rata Share of the Representative Expense Amount expressed as a percentage and a Dollar amount, and (9) such other relevant information that Parent or the Paying Agent may reasonably request; and (viii) With respect to each Continuing Employee who is a party to a Company Option Commitment Letter, (1) such Person’s address, (2) the number of shares of Company Capital Stock underlying each Company Option Commitment held by such Person, (3) the respective deemed exercise price per share of such Company Option immediately Commitment, (4) the respective intended grant date(s) of such Company Option Commitment, (5) the respective vesting arrangement(s) with respect to such Company Option Commitment, (6) the amount of cash to be retained and placed into the Company Option Commitment Pool (including such Person’s Unvested Escrow Amount, a listing of the number of shares that will vest each month following the Closing Date, the day of the month on which such vesting will occur and the payments owed to such holder in each quarter following the Closing Date (assuming, in each case, that all other vesting obligations are otherwise satisfied)), (7) such Person’s Pro Rata Share of the Unvested Escrow Amount expressed as a percentage and a Dollar amount, (8) such Person’s Pro Rata Share of the Representative Expense Amount expressed as a percentage and a Dollar amount, and (9) such other relevant information that Parent or the Paying Agent may reasonably request. (b) In the event that any information set forth in the Payment Spreadsheet becomes inaccurate at any time prior to the Effective Time; (D) portion of , the Aggregate Closing Optionholder Proceeds Company shall deliver a revised Payment Spreadsheet, together with a new certification consistent with Section 6.9(a), whereupon such revised Payment Spreadsheet shall be deemed to be delivered at Closing to such Optionholder (calculated in accordance with the Company’s Organizational Documents “Payment Spreadsheet” for all purposes of and the Company Equity Plan); and (E) such Optionholder’s Pro Rata Portion; (v) the Persons to whom Repaid Indebtedness is owed and their respective payoff amounts and wire transfer instructions; (vi) the Persons to whom Unpaid Transaction Expenses are owed at Closing and their respective payoff amounts and wire transfer instructions; and (vii) a separate column indicating whether each Optionholder or Stockholder will be paid by the Paying Agent or through Company payrollunder this Agreement. (bc) No later than The Company acknowledges and agrees that the Paying Agent, Escrow Agent and Parent and its agents shall be entitled to rely on the Payment Spreadsheet for purposes of making any payments hereunder. (d) At least three (3) Business Days prior to the scheduled Closing Date, the Company shall prepare and deliver, or cause to be prepared and delivered, to Parent, a draft final copy of the Payment Spreadsheet. Parent shall be entitled to review, certified as true, complete and correct by the Chief Executive Officer and the Company shall consider in good faith Chief Financial Officer of the reasonable comments of Parent on, the draft Payment SpreadsheetCompany.

Payment Spreadsheet. (a) At the Closing date hereof, and at least three (and subject 3) Business Days prior to Section 4.4(b))the scheduled date of the Closing, the Company shall deliver to Parent a payment spreadsheet (the “Payment Spreadsheet”) in a form reasonably acceptable to the Purchaser and the Paying Agent, certified as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of the Company, setting forth the Company’s good faith estimate as of immediately prior to the Effective Time offollowing information: (i1) the calculation of the Estimated Merger Consideration (Purchase Price payable at the Closing, including a separate line item for each component thereof);deduction thereof in accordance with the term of this Agreement; and (ii) the calculation of the Aggregate Closing Stockholder Proceeds and the Aggregate Closing Optionholder Proceeds; (iii2) with respect to each Stockholder: Seller, (Ai) such Sellers’s address as appearing in the shareholder register of the Company, (ii) the namenumber of Purchased Shares to be sold to the Purchaser at the Closing, address and (if available, the e-mail address) of such Stockholder, if available; (B) the number, class and series of shares of Company Capital Stock held by such Stockholder and the certificate numbers in respect thereof; (Ciii) the portion of the Aggregate Closing Stockholder Proceeds Purchase Price to be delivered at Closing paid to such Stockholder (calculated in accordance with the Company’s Organizational Documents and the Company Equity Plan); and (D) Seller at such Stockholder’ Pro Rata Portion; Closing, (iv) with respect to each Optionholder: (A) the name and address of such holder, if available; (B) the extent to which the Company Option held by such Optionholder is vested as of the Effective Time; (C) 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 Effective Time; (D) portion of the Aggregate Closing Optionholder Proceeds to be delivered at Closing to such Optionholder (calculated in accordance with the Company’s Organizational Documents and the Company Equity Plan); and (E) such OptionholderSeller’s Pro Rata Portion; , (v) such Seller’s respective portion of the Persons to whom Repaid Indebtedness is owed payments at the Closing into the Escrow Fund, and their respective payoff amounts and wire transfer instructions; (vi) such other relevant information that the Persons to whom Unpaid Transaction Expenses are owed at Closing and their respective payoff amounts and wire transfer instructions; and (vii) a separate column indicating whether each Optionholder Purchaser or Stockholder will be paid by the Paying Agent or through Company payrollmay reasonably require in order to enable distribution of any amount hereunder to such Seller. (3) With respect to each Non-Signing Seller, the name of such Non-Signing Seller, the number of Purchased Shares to be sold to the Purchaser at the Closing by such Non-Signing Seller and the consideration payable for such Shares. (4) With respect to each Signing Seller, the name of such Signing Seller, the number of Purchased Shares to be sold to the Purchaser at the Closing by such Signing Seller and the consideration payable for such Shares. (b) No later than three (3) Business Days In the event that any information set forth in the Payment Spreadsheet becomes inaccurate at any time prior to the Closing DateClosing, the Company shall prepare and deliverdeliver a revised Payment Spreadsheet, or cause together with a new certification consistent with ‎Section 6.08‎(a), whereupon such revised Payment Spreadsheet shall be deemed to be prepared and delivered, to Parent, a draft of the “Payment Spreadsheet. Parent shall be entitled to review, ” for all purposes of and the Company shall consider in good faith the reasonable comments of Parent on, the draft Payment Spreadsheetunder this Agreement.

Payment Spreadsheet. At least three (a3) At Business Days prior to the Closing (and subject to Section 4.4(b))Closing, the Company shall deliver to Parent a payment spreadsheet (Buyer the “Payment Spreadsheet”) setting ” in a form and substance reasonably satisfactory to Buyer and accompanied by documentation reasonably satisfactory to Buyer in support of the information set forth therein. The Payment Spreadsheet shall set forth the following information in reasonable detail: (i) with respect to each Company Shareholder: (i) the name, address, social security number (or tax identification number, as applicable) (if available), jurisdiction of Tax residence and (if available) e-mail address of such Person and an indication as to whether such Person is a Continuing Employee or a Non-Continuing Employee; (ii) the number, class, Book-Entry Entitlement identifier and series of shares of Company Shares held by such Person; (iii) the date of acquisition of such Company Shares; (iv) the amount of Taxes that are to be withheld from the Total Per Share Consideration that such Person is entitled to receive on account of such Company Shares (other than U.S. federal backup withholding Taxes that could result from failure to submit a Form W-9 or Form W-8BEN or comparable withholding documentation); (v) the Total Per Share Consideration that such Person is entitled to receive on account of such Company Shares; (vi) the Pro Rata Portion of such Person as of the Effective Time, (vii) bank account and other wire transfer information and instructions of such Person and an address to which any check should be mailed to such Person (solely with respect to Company Shareholders who have submitted Exchange Documents in advance); and (viii) such other additional information which Buyer may reasonably request in order to facilitate the payments contemplated hereby; (ii) with respect to each Company Optionholder: (i) the name, address, social security number (or tax identification number, as applicable, and as permitted under governing data privacy law), jurisdiction of Tax residence, and (if available) e-mail address of such Person, and an indication as to whether such Person is a Continuing Employee, Non-Continuing Employee or non-employee advisor to the Company’s good faith estimate ; (ii) whether such Person is an employee, consultant or director of the Company; (iii) the grant date of each Company Option held by such Person and expiration date of each such Company Option (if applicable); (iv) whether each such Company Option (if applicable) was granted pursuant to a Company Employee Plan, and the name of such Company Employee Plan; (v) the vesting schedule (including all acceleration provisions) applicable to each such Company Option and the extent to which each such Company Option is vested as of immediately prior to the Effective Time of: (i) the calculation of the Estimated Merger Consideration (including each component thereof); (ii) the calculation of the Aggregate Closing Stockholder Proceeds and the Aggregate Closing Optionholder Proceeds; (iii) with respect to each Stockholder: (A) the name, address and (if available, the e-mail address) of such Stockholder, if available; (B) the number, class and series of shares of Company Capital Stock held by such Stockholder and the certificate numbers in respect thereof; (C) the portion of the Aggregate Closing Stockholder Proceeds to be delivered at Closing to such Stockholder (calculated in accordance with the Company’s Organizational Documents and the Company Equity Plan); and (D) such Stockholder’ Pro Rata Portion; (iv) with respect to each Optionholder: (A) the name and address of such holder, if available; (B) the extent to which the Company Option held by such Optionholder is vested as of the Effective Time; (Cvi) the exercise price per share and the number, class class, status as book-entry and series of shares of Company Capital Stock Shares underlying each such Company Option immediately prior Option; (vii) the portion of the Total Per Share Consideration that such Person is entitled to receive, if any, on account of all Vested Company Options and the number of Buyer Options that such Person is entitled to receive, if any, on account of all Unvested Company Options; (viii) Pro Rata Portion of such Person as of the Effective Time; , and (Dix) portion of the Aggregate Closing Optionholder Proceeds to be delivered at Closing whether payment to such Optionholder (calculated in accordance with Person can and should be made through the Company’s Organizational normal payroll processes and, if not, bank account and other wire transfer information and instructions of such Person and an address to which any check should be mailed to such Person (solely with respect to Company Optionholders who have submitted Exchange Documents and the Company Equity Planin advance); and (Ex) such Optionholder’s Pro Rata Portionother additional information which Buyer may reasonably request in order to facilitate the payments contemplated hereby; (iii) with respect to each Company RSU Holder: (i) the name, address, social security number (or tax identification number, as applicable, and as permitted under governing data privacy law), jurisdiction of Tax residence, and (if available) e-mail address of such Person, and an indication as to whether such Person is a Continuing Employee, Non-Continuing Employee or non-employee advisor to the Company; (ii) whether such Person is an employee, consultant or director of the Company; (iii) the grant date of each Company RSU held by such Person; (iv) whether each such Company Option (if applicable) was granted pursuant to a Company Employee Plan, and the name of such Company Employee Plan; (v) the vesting schedule (including all acceleration provisions) applicable to each such Company RSU; (vi) the number, class, status as book-entry and series of shares of Company Shares underlying each such Company RSU; (vii) the number of Buyer RSUs that such Person is entitled to receive, if any, on account of all Company RSUs; and (viii) such other additional information which Buyer may reasonably request in order to facilitate the payments contemplated hereby; (iv) with respect to each Founder and Key Executive: (i) the aggregate portion of the Total Closing Consideration to be paid to such Person; (ii) the Holdback Consideration Amount to be held back from such Person; and (iii) such other additional information which Buyer may reasonably request in order to facilitate the payments contemplated hereby; and (v) a calculation of the Persons aggregate portion of the Total Closing Consideration to whom Repaid Indebtedness is owed and their respective payoff amounts and wire transfer instructions; (vi) the Persons to whom Unpaid Transaction Expenses are owed at Closing and their respective payoff amounts and wire transfer instructions; and (vii) a separate column indicating whether each Optionholder or Stockholder will be paid by the Paying Agent or through Company payrollto any Person. (b) No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver, or cause to be prepared and delivered, to Parent, a draft of the Payment Spreadsheet. Parent shall be entitled to review, and the Company shall consider in good faith the reasonable comments of Parent on, the draft Payment Spreadsheet.

Payment Spreadsheet. (ai) At Attached hereto as Exhibit B, is a spreadsheet, certified by the Closing (and subject to Section 4.4(b)), CEO and/or President of the Company shall deliver to Parent a payment spreadsheet (the each, an “Payment SpreadsheetAuthorized Person”) setting forth the Company’s good faith estimate as of immediately prior to the Effective Time of: showing (i) the calculation Company's good faith estimate (based on reasonable assumptions) of the Estimated Merger Consideration Company's financial position as of November 30, 2013 and December 31, 2013, prepared in US dollars, in accordance with GAAP and applying the "Revenue Recognition Items" set forth on Section 2.4(a) of the Company Disclosure Schedule (including each component thereofthe "Closing Balance Sheet"); , (ii) the calculation of the Aggregate Closing Stockholder Proceeds Company Indebtedness and the Aggregate Closing Optionholder Proceeds; Company Transaction Expenses, if any; and (iii) with respect to for each Stockholderholder of Company Share Capital, as of the date thereof: (A) the name, address the street address, email address, and residency of such holder, telephone number, bank information (if availablethe respective bank name and number, the e-mail branch name, number and address) of such Stockholder, if available; swift number and account number), (B) the number, number and class and series of shares of Company Share Capital Stock held by such Stockholder held, and the certificate numbers in respect thereof; (C) a calculation of the portion of the Aggregate Consideration (including the number of Parent Ordinary Shares each Seller and Bonus Holder will be entitled to receive out of the Closing Stockholder Proceeds to be delivered at Closing Share Consideration) payable to such Stockholder Seller, pursuant to this Agreement (calculated the “Final Payment Spreadsheet”). (ii) Neither Parent, nor Buyer, or any of their respective Representatives shall be responsible for the determination of the Aggregate Consideration allocation. The Aggregate Consideration allocation will be presented in the Final Payment Spreadsheet, which will be deemed a Specified Representation of the Company. Sellers and the Company also represent that the information and calculations set forth in the Final Payment Spreadsheet shall be made in accordance with the Company’s Organizational Documents terms and the Company Equity Plan); and (D) such Stockholder’ Pro Rata Portion; (iv) with respect to each Optionholder: (A) the name and address conditions of such holderthis Agreement, if available; (B) the extent to which the Company Option held by such Optionholder is vested as of the Effective Time; (C) 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 Effective Time; (D) portion of the Aggregate Closing Optionholder Proceeds to be delivered at Closing to such Optionholder (calculated in accordance with the Company’s Organizational Documents Documents, and other relevant existing contractual arrangements among the Company and the holders of Company Equity Plan); Share Capital. In no event shall Parent or Buyer be required to make any payments pursuant to this Agreement unless and (E) such Optionholder’s Pro Rata Portion; (v) until the Persons to whom Repaid Indebtedness is owed Final Payment Spreadsheet has been duly certified and their respective payoff amounts and wire transfer instructions; (vi) the Persons to whom Unpaid Transaction Expenses are owed at Closing and their respective payoff amounts and wire transfer instructions; and (vii) a separate column indicating whether each Optionholder or Stockholder will be paid delivered by the Paying Agent or through Company payroll. (b) No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver, or cause to be prepared and delivered, to Parent, a draft of the Payment SpreadsheetCompany. Parent and Buyer shall be entitled to review, rely entirely upon the Final Payment Spreadsheet in connection with making the payments pursuant to this Agreement and neither the Company Shareholders’ Representative nor any Seller shall consider be entitled to make any claim in good faith respect of the reasonable comments allocation of the payments made by Parent on, or Buyer to or for the draft benefit of any of them to the extent that the payments are made in a manner consistent with the Final Payment SpreadsheetSpreadsheet and this Agreement.

Payment Spreadsheet. Not less than five (a) At the Closing (and subject to Section 4.4(b)), the Company shall deliver to Parent a payment spreadsheet (the “Payment Spreadsheet”) setting forth the Company’s good faith estimate as of immediately prior to the Effective Time of: (i) the calculation of the Estimated Merger Consideration (including each component thereof); (ii) the calculation of the Aggregate Closing Stockholder Proceeds and the Aggregate Closing Optionholder Proceeds; (iii) with respect to each Stockholder: (A) the name, address and (if available, the e-mail address) of such Stockholder, if available; (B) the number, class and series of shares of Company Capital Stock held by such Stockholder and the certificate numbers in respect thereof; (C) the portion of the Aggregate Closing Stockholder Proceeds to be delivered at Closing to such Stockholder (calculated in accordance with the Company’s Organizational Documents and the Company Equity Plan); and (D) such Stockholder’ Pro Rata Portion; (iv) with respect to each Optionholder: (A) the name and address of such holder, if available; (B) the extent to which the Company Option held by such Optionholder is vested as of the Effective Time; (C) 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 Effective Time; (D) portion of the Aggregate Closing Optionholder Proceeds to be delivered at Closing to such Optionholder (calculated in accordance with the Company’s Organizational Documents and the Company Equity Plan); and (E) such Optionholder’s Pro Rata Portion; (v) the Persons to whom Repaid Indebtedness is owed and their respective payoff amounts and wire transfer instructions; (vi) the Persons to whom Unpaid Transaction Expenses are owed at Closing and their respective payoff amounts and wire transfer instructions; and (vii) a separate column indicating whether each Optionholder or Stockholder will be paid by the Paying Agent or through Company payroll. (b) No later than three (35) Business Days prior to the Closing Date, the Company shall prepare deliver to WinVest a schedule (the “Payment Spreadsheet”) setting forth (i) the name, last known address and deliver(to the extent available) email address of each holder of Company Ordinary Shares; (ii) the amount of Closing Share Consideration issuable to each holder of Company Ordinary Shares; (iii) the number of Earnout Rights issuable to each holder of Company Ordinary Shares; and (iv) the amount of Xtribe Financing Stock Consideration issuable to each Xtribe Investor, and (v) any other information reasonably required by WinVest, WinVest BVI or cause the Exchange Agent to issue the Closing Share Consideration and the Earnout Rights to the holders of Company Ordinary Shares, which Payment Spreadsheet shall be prepared in good faith by the Company and deliveredin a form and substance reasonably satisfactory to WinVest and accompanied by documentation reasonably satisfactory to WinVest. The Company shall provide WinVest with reasonable access to the relevant books, records and personnel of the Company to Parent, a draft of enable WinVest to review the Payment Spreadsheet. Parent shall The allocations and calculations set forth in the Payment Spreadsheet (as may be amended in accordance with the preceding sentence) shall, to the fullest extent permitted by applicable Law, be binding on all parties hereto and be used by WinVest and WinVest BVI for purposes of issuing the Aggregate Merger Consideration in accordance with this Agreement, absent manifest error. In issuing the Aggregate Merger Consideration pursuant to this Article III, WinVest and WinVest BVI shall, to the fullest extent permitted by applicable Law, be entitled to reviewrely fully on the information set forth in the Payment Spreadsheet without any obligation to investigate or verify the accuracy or correctness thereof, and the Company shall consider to make payments and issuances of WinVest BVI Ordinary Shares in good faith the reasonable comments of Parent on, the draft Payment Spreadsheetaccordance therewith.