Common use of Spreadsheet Clause in Contracts

Spreadsheet. The Company shall prepare and deliver to Parent, at or prior to the Closing, a spreadsheet (the “Spreadsheet”) in the form provided by the Company to Parent prior to the Closing and reasonably acceptable to Parent, which Spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information, as of the Closing Date and immediately prior to the Effective Time: (a) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Company Options, and their respective addresses and where available, taxpayer identification numbers; (b) the number and kind of security held, including the shares of capital stock of the Company held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of capital stock of the Company subject to and the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to the Company Option and capital stock of the Company and terms of the Company’s rights to repurchase such unvested capital stock of the Company (including the repurchase price payable per share under each share of unvested capital stock of the Company); (e) whether such Company Option was granted as an incentive stock option or non-statutory stock option under the Code; (f) the calculation of the Applicable Fraction and Designated Parent Stock Price; (g) the amount of cash to be paid or which has been paid to each Designated Stockholder and Debt Holder; (h) the number of shares of Parent Common Stock to be issued or which has been issued to each Designated Stockholder and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration that each Company Stockholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.5(a); (k) the number of shares of Parent Common Stock issuable to each Stockholder of the Company; and (l) the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Company. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificate.

Spreadsheet. The Company shall prepare and deliver to ParentAcquirer, at or least two Business Days prior to the Closing, a spreadsheet (the “Spreadsheet”) ), in the form provided by the Company to Parent prior to the Closing and draft form, reasonably acceptable to ParentAcquirer, which Spreadsheet spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective Time: (a) the names of all securityholders of the Company, including the Stockholders of the Company Convertible Noteholders, the Company Stockholders and holders of Company Options, Optionholders and their respective addresses and where available, taxpayer identification numbers; (b) the number and number, kind of security held, including the shares and classification as Employee Capital Stock or Non-Employee Capital Stock of capital stock of the Company Capital Stock held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of capital stock of the Company Capital Stock subject to and the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to the Company Option Options and capital stock of the unvested Company Capital Stock and terms of the Company’s rights to repurchase such unvested capital stock of the Company Capital Stock (including the repurchase price payable per share under each share of unvested capital stock of the CompanyCompany Capital Stock); (e) whether such the Tax status of each Company Option was granted as an incentive stock option or non-statutory stock option under Section 422 of the Code; (f) the calculation of the Applicable Fraction Fully-Diluted Company Common Stock, Employee Closing Payment Per Share, Non-Employee Closing Payment Per Share, Merger Consideration, and Designated Parent Stock PriceOption Payment per In the Money Option; and (g) the amount of cash to be paid or which has been paid to each Designated Stockholder and Debt Holder; (h) the number of shares of Parent Common Stock to be issued or which has been issued to each Designated Stockholder and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration Merger Consideration that each Company Stockholder Securityholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.5(a); (k) the number of shares of Parent Common Stock issuable to each Stockholder of the Company; and (l) the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Company. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificate1.8.

Spreadsheet. The Company shall prepare and deliver to ParentBuyer and the Sellers’ Representative, at or prior to the Closing, a spreadsheet (the “Spreadsheet”) in the form provided by the Company to Parent prior to the Closing and reasonably acceptable to ParentBuyer, which Spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective TimeClosing: (a) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Stockholders, Company Options, Optionholders and their respective email addresses , Israeli identification number (and where available, taxpayer identification numbers) and bank account details (including the respective bank name and number, branch name and address, swift number and account number); (b) whether such Person is or was an employee of the Company or the US Subsidiary; (c) the number and kind of security held, including the shares of capital stock of the Company Capital Stock held by, or subject to the Company Options held by, by such Persons and, in the case of outstanding certificated shares, the respective certificate numbers; (cd) the number of shares of capital stock of the Company Capital Stock subject to and the exercise price per share share, as converted to US dollars ($) per the NIS Exchange Rate, in effect for each Company Option; (de) the vesting status and schedule with respect to the Company Option Options and capital stock of the Company Capital Stock and terms of the Company’s rights to repurchase such unvested capital stock of the Company Capital Stock (including the repurchase price payable per share under each share of unvested capital stock of the CompanyCompany Capital Stock); (e) whether such Company Option was granted as an incentive stock option or non-statutory stock option under the Code; (f) the calculation Tax status of each share of Company Capital Stock and Company Option under Section 422 of the Applicable Fraction and Designated Parent Stock PriceCode or, if applicable, under the Israeli Tax Code (including status as a Company 102 Share, Company 102 Option or Company 3(i) Option); (g) the amount Aggregate Consideration Value, the Company Net Working Capital, the Transaction Expenses that are unpaid as of cash to be paid or which has been paid to each Designated Stockholder the Closing, the Buyer Stock Price Per Share, the Fully-Diluted Company Capital Stock Amount, the Aggregate Seller Company Capital Stock Amount, the Founder Seller Company Capital Stock Amount, the Non-Founder Seller Company Capital Stock Amount, the Founder Seller Pro-Rata Share and Debt Holderthe Non-Founder Seller Pro-Rata Share; (h) the number calculation of shares of Parent Common the Aggregate Net Consideration Amount, the Equity Exchange Ratio, the NIS Exchange Rate, the Aggregate Founder Seller Cash Amount, the Aggregate Founder Seller Stock to be issued or which has been issued to Amount, the Aggregate Non-Founder Seller Amount, the Founder Seller Closing Cash Amount, the Founder Seller Closing Stock Amount, the Founder Seller Closing Cash Amount Per Share, the Founder Seller Closing Stock Amount Per Share, for each Designated Stockholder Founder Seller, the Individual Founder Seller Closing Cash Amount and Debt Holderthe Individual Founder Seller Closing Stock Amount, for each Non-Founder Seller, the Individual Non-Founder Seller Closing Amount, the Non-Founder Seller Closing Amount and the Non-Founder Seller Closing Amount Per Share; (i) without derogating from Buyer’s rights under Section 1.10(a) or otherwise binding Buyer to a specific withholding amount or rate, the Indemnification Pro Rata Portion of each Designated Stockholder; (j) tax withholding rate and the total amount of Taxes (including for income, payroll, social security and other Taxes) to be deducted and withheld from the merger consideration Aggregate Stock Consideration Amount that each Company Stockholder Securityholder immediately prior to the Effective Time Closing is entitled to receive pursuant to Section 1.5(aSections 1.2(b) and (c); (j) the calculation of the Indemnity Holdback Amount, the Founder Seller Indemnity Holdback Amount, the Non-Founder Seller Indemnity Holdback Amount, the Indemnity Pro Rata Share of each Indemnifying Person; (k) the number of shares of Parent Common Stock issuable to each Stockholder calculation of the CompanyPro Rata Share; and (l) the amount calculation of cash in lieu the aggregate number of any fractional share shares of Parent Buyer Common Stock payable to each Stockholder of the Company. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days prior subject to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificateFounder Stock Restriction Agreement for each Seller Founder.

Spreadsheet. The Company shall prepare and deliver to ParentPurchaser, at or prior to the Closingin accordance with Section 6.11, a spreadsheet (the “Spreadsheet”) in the form provided by the Company and substance reasonably satisfactory to Parent prior to the Closing and reasonably acceptable to ParentPurchaser, which Spreadsheet spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective TimeClosing: (a) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Company Options, Selling Securityholders and their respective addresses and where availablee-mail addresses (to the extent known), taxpayer identification numbers; (b) the number and kind type of security held, including the shares of capital stock of the Company Capital Stock held by, or subject to the Company Options held by, such Persons Selling Securityholders and, in the case of outstanding shares, the respective certificate numbers; , and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereof, (c) the number of shares of capital stock of the Company subject to and the exercise price per share in effect (i) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option; , the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the vesting status Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and schedule with respect to Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Company Option and capital stock of the Company and terms of the Company’s rights to repurchase such unvested capital stock of the Company (including the repurchase price payable per share under each share of unvested capital stock of the Company); Contingent Consideration, (e) whether such Company Option was granted the calculation of each Selling Securityholder’s Pro Rata Share (expressed as an incentive stock option or non-statutory stock option under the Code; a percentage), (f) the calculation of the Applicable Fraction aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Designated Parent Stock Price; Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the amount calculation of cash to be paid or which has been paid the aggregate number of shares of Purchase Series B Stock issuable to each Designated Stockholder and Debt Holder; such Selling Securityholder pursuant to each of Section 1.5(a), (h) the number amount of shares of Parent Common Stock any indebtedness to the Company owed by such Selling Securityholder and to be issued or which has been issued to each Designated Stockholder and Debt Holder; deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the Indemnification Pro Rata Portion calculation of each Designated Stockholder; the Seller Stamp Tax Amount and (j) the total amount of Taxes a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be withheld from paid by the merger consideration that each Company Stockholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.5(a); (k) the number of shares of Parent Common Stock issuable to each Stockholder of the Company; and (l) the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Company. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to Purchaser at the Closing Date. Without limiting and any other payments to be made by Purchaser at the generality or effect of Closing (including Transaction Expenses reasonably anticipated to be incurred in the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificatefuture).

Spreadsheet. The Company shall prepare and deliver to ParentAcquirer, at or prior to the Closingin accordance with Section 6.11, a spreadsheet (the “Spreadsheet”) in the form provided by the Company to Parent Acquirer prior to the Closing and reasonably acceptable satisfactory to ParentAcquirer, which Spreadsheet spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein and other data and information reasonably requested by Acquirer), as of the Closing Date and immediately prior to the Effective TimeClosing: (ai) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Company Options, Securityholders and their respective addresses, e-mail addresses and and, where available, taxpayer identification numbers; , (bii) the number and kind type of security held, including the shares of capital stock of the Company Common Stock held by, or subject to the Company Options Warrants held by, such Persons Company Securityholders and, in the case of outstanding shares, the respective certificate numbers; , (ciii) the number of shares of capital stock of the Company Common Stock subject to and the exercise price per share in effect for each Company Option; Warrant, (div) the vesting status and schedule with respect to the Company Option Warrants and capital stock of the Unvested Company Shares and terms of the Company’s rights to repurchase such unvested capital stock of the Unvested Company Shares (including the per share repurchase price payable per share under each share of unvested capital stock of the Companywith respect thereto); , (e) whether such Company Option was granted as an incentive stock option or non-statutory stock option under the Code; (fv) the calculation of the Applicable Fraction and Designated Parent Acquirer Stock Price; , Milestone 1 Per Share Stock Consideration, Milestone 2 Per Share Stock Consideration, Milestone 1 Stock Consideration, Milestone 2 Stock Consideration, Cash Consideration, Closing Common Per Share Stock Consideration, Closing Stock Consideration, Common Per Share Cash Consideration, Fully-Diluted Company Common Stock and Restricted Stock, (gvi) the amount calculation of aggregate cash to be paid or which has been paid amounts and shares of Acquirer Common Stock payable and issuable, respectively, to each Designated Stockholder such Company Shareholder pursuant to Section 1.3(a) and Debt Holder; (hSection 1.3(b) the number of shares of Parent Common Stock to be issued or which has been issued to each Designated Stockholder and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration that each Company Stockholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.5(a); therefrom (k) including, if applicable, the number of shares of Parent Acquirer Common Stock issuable to be withheld), (vii) the calculation of each Stockholder Founder’s Escrow Pro Rata Share of the Company; Cash Escrow Amount, (viii) the calculation of each Company Shareholder’s Consideration Pro Rata Share of the Restricted Stock (i.e., Lock-Up Shares) and (lix) the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Company. The Company shall prepare a funds flow memorandum setting forth applicable wire transfer instructions and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificateother information reasonably requested by Acquirer.

Spreadsheet. The Company shall prepare have delivered to Parent and deliver the Paying Agent (with a copy to Parent, at or the Stockholders’ Representative) no less than five (5) Business Days prior to the Closing, Closing Date a spreadsheet in the form attached hereto as Schedule 6.02(q) that accurately sets forth all of the following information (in addition to the other required data and information specified therein) (the “Spreadsheet”): (i) in the form provided by names of all the Company to Parent prior Equityholders and their respective addresses and email addresses (to the Closing extent available), the number of Company Shares, Participating Options and reasonably acceptable to ParentAssumed Options held by such Persons, which Spreadsheet shall be dated as applicable; (ii) the Company’s good faith estimate of the Closing Date Net Working Capital, Closing Indebtedness, unpaid Transaction Expenses and shall set forth all the aggregate amount of Closing Cash, each as determined in accordance with GAAP applied on a consistent basis with the following information, application thereof to the most recent Audited Financial Statements and calculated as of the Closing Date and immediately prior to the Effective Time: , which estimate shall include a balance sheet together with each other component of the Cash Merger Consideration and an estimate of the Cash Merger Consideration (asuch estimate, the “Effective Time Cash Merger Consideration”), calculated as of the Effective Time (the “Adjustment Time”), (iii) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Company Options, and their respective addresses and where available, taxpayer identification numbers; (b) the number and kind of security held, including the shares of capital stock of the Company held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of capital stock of the Company subject to and the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to the Company Option and capital stock of the Company and terms of the Company’s rights to repurchase such unvested capital stock of the Company (including the repurchase price payable per share under each share of unvested capital stock of the Company); (e) whether such Company Option was granted as an incentive stock option or non-statutory stock option under the Code; (f) the calculation of the Applicable Fraction and Designated Parent Stock Price; (g) the amount of cash to be paid or which has been paid to each Designated Stockholder and Debt Holder; (h) the total number of shares of Parent Common Stock Series H-1 Preferred Stock, the original principal amount of the Seller Note allocated to be issued or which has been issued to each Designated Stockholder such Equityholder (if any) and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes Fractional Cash Amount, in each case, to be withheld from the merger consideration that each Company Stockholder immediately prior to the Effective Time which such Equityholder is entitled to receive pursuant to Section 1.5(a)2.07(a) and/or Section 2.08, as applicable; (kiv) an indication as to whether (A) the number Company has received from the applicable Equityholder and delivered to Parent an Accredited Investor Certification for such Equityholder, (B) Parent has indicated to the Company that it reasonably believes, in the exercise of shares its sole discretion based on information available to it, that such Equityholder is an “accredited investor” as that term is defined in Rule 501 of Parent Common Stock issuable to each Regulation D promulgated under the Securities Act, or (C) that Company has neither indication described in (A) or (B) that the Equityholder is an Accredited Stockholder, (v) such Equityholder’s Pro Rata Share and, as applicable, Stockholder of the CompanyEscrow Pro Rata Shares, Stockholder Pro Rata Share, Note Pro Rata Share and Optionholder Pro Rata Share; and (lvi) such other instructions or information as is necessary or reasonably requested by Parent or the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Company. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days prior Paying Agent with respect to the Closing Datepayments to be made to the Equityholders. Without limiting Such Spreadsheet shall be accompanied by the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificateCapitalization Update.

Spreadsheet. The Company shall prepare and deliver to ParentAcquiror, at or prior to the Closing, a spreadsheet Spreadsheet in customary form reasonably acceptable to Acquiror, which customary form shall not require the Company to include more information than the information described below in clauses (a) through (j) (the “Spreadsheet”) in the form provided by the Company to Parent prior to the Closing and reasonably acceptable to Parent), which Spreadsheet spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective Time: (a) the names of all securityholders of the Company, including the Stockholders of the Company Stockholders, Company Warrantholders, Company Optionholders, Company Lenders, and holders of Company Options, Management Plan Participants and their respective addresses and where available, taxpayer identification numbers; (b) the number and kind of security held, including the shares of capital stock of the Company Capital Stock held by, or subject to the Company Options and Company Warrants held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number Tax status of shares of capital stock each Company Option under Section 422 of the Company subject to and the exercise price per share in effect for each Company OptionCode; (d) the vesting status Fully-Diluted Series C Shares, the Closing Consideration, and schedule with respect to the Company Option and capital stock of the Company and terms of the Company’s rights to repurchase such unvested capital stock of the Company (including the repurchase price payable per share under each share of unvested capital stock of the Company)Per Share Series C Stock Consideration; (e) whether such with respect to each Company Option was granted as an incentive stock option or non-statutory stock option under Lender, the CodeDebtholder Amount and the Debtholder Number; (f) the calculation of the Applicable Fraction and Designated Parent Stock Price; (g) the amount of cash to be paid or which has been paid to each Designated Stockholder and Debt Holder; (h) the number of shares of Parent Common Stock to be issued or which has been issued to each Designated Stockholder and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration Merger Consideration that each Company Stockholder Securityholder, Company Lender, and Management Plan Participant immediately prior to the Effective Time is entitled to receive pursuant to Section 1.5(a1.15; (g) the Pro Rata Share of each Converting Holder and the interest in dollar terms of each Converting Holder in the Holdback Amount; (h) the Pro Rata Share of each Converting Holder and the interest in dollar terms of each Converting Holder in the Agent Expense Amount (expressed as a dollar amount and as a percentage); (ki) the number Pro Rata Share of shares each Management Plan Participant and the interest in dollar terms of Parent Common Stock issuable to each Stockholder of Management Plan Participant in the CompanyHoldback Amount; and (lj) the Pro Rata Share of each Management Plan Participant and the interest in dollar terms of each Management Plan Participant in the Agent Expense Amount (expressed as a dollar amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Company. The Company shall prepare and deliver to Parent, as a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificatepercentage).

Spreadsheet. The Company shall prepare and deliver to ParentAcquirer a spreadsheet, at or prior to the Closingin accordance with Section 5.13, a spreadsheet (the “Spreadsheet”) in the form provided by the Company and substance reasonably satisfactory to Parent prior to the Closing and reasonably acceptable to ParentAcquirer, which Spreadsheet spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective TimeClosing: (ai) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Company Options, Securityholders and their respective addresses, e-mail addresses and and, where available, taxpayer identification numbers; , (bii) the number and kind type of security held, including the shares of capital stock of the Company Capital Stock held by, or subject to the Company Options Options, Company RSUs or Company Warrants held by, such Persons Company Securityholders and, in the case of outstanding shares, the respective certificate numbers; , in each case before and after giving effect to the Conversion Election, (ciii) the number of shares of capital stock of the Company Capital Stock subject to and the exercise price per share in effect for each Company Option; Option and Company Warrant, (div) the vesting status and schedule with respect to the Company Option Options, Company RSUs and capital stock of the Company Warrants and Unvested Company Shares and terms of the Company’s rights to repurchase such unvested capital stock of the Unvested Company Shares (including the Unvested Proceeds payable in respect of such Unvested Company Shares and the per share repurchase price payable per share under with respect thereto and the Unvested Warrant Proceeds payable in respect of Unvested Company Warrants), (v) for each share Company Option that was early exercised, the Tax status of unvested capital stock of the Company); (e) whether each such Company Option was granted as an incentive stock option or non-statutory stock option under Section 422 of the Code; , the date of such exercise and the applicable exercise price, (fvi) the calculation of the Applicable Fraction and Designated Parent Fully-Diluted Common Stock, Common Per Share Cash Consideration, Cash-Out Per Share Consideration, Aggregate Exercise Price, Common Per Share Stock Price; (g) Consideration, the Cash-Out Amount, the amount of cash to be paid or which has been paid for fractional shares pursuant to Section 1.3(h) and the Acquirer Stock Price, (vii) the calculation of aggregate cash amounts and shares of Acquirer Common Stock payable and issuable, respectively, to each Designated Stockholder such Converting Holder and Debt Holder; Company Warrantholder pursuant to Sections 1.3(a)(i) and 1.3(a)(iii), respectively, and whether Taxes will be required to be withheld therefrom, (hviii) for each Company Optionholder, the number of shares of Parent Acquirer Common Stock subject to be issued or which has been issued to each Designated Stockholder (and Debt Holder; (ithe exercise price per share in effect for) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration that each Company Stockholder immediately prior to the Effective Time is entitled to receive Options, pursuant to Section 1.5(a1.3(a)(ii); , (kix) for each holder of Company RSUs, the number of shares of Parent Acquirer Common Stock subject to the Company RSU, pursuant to Section 1.3(a)(ii), (x) the vesting schedule with respect to the shares of Acquirer Common Stock issuable to each Stockholder Named Employee as set forth in the Vesting Agreement executed by such Named Employee, (xi) the calculation of each Converting Holder’s Pro Rata Share of the Company; Escrow Amount (including cash and stock allocations thereof), (xii) for each Unvested Company Share, confirmation that a proper and timely Section 83(b) election has been filed with the appropriate taxing authorities, (xiii) the full list of designations and the Tax reporting information described in Section 1.3(a)(i)(D) together with the final calculations underlying such information and (lxiv) the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Company. The Company shall prepare a funds flow memorandum setting forth applicable wire transfer instructions and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificateother information reasonably requested by Acquirer.

Spreadsheet. The On the Closing Date, the Company shall prepare and deliver to Parent, at or prior to the Closing, Parent a spreadsheet (the “"Spreadsheet”") in the form provided by the Company to Parent prior and substance acceptable to the Closing and reasonably acceptable to Parent, which Spreadsheet shall be dated certified as complete and correct by the Chief Executive Officer of the Company as of the Closing Date and which shall set forth all of the following informationseparately list, as of the Closing Date and immediately prior to the Effective Time: Closing, (ai) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Company Options, Common Stock and their respective addresses and where availableaddresses, taxpayer identification numbers; (b) the number and kind of security held, including the shares of capital stock of the Company held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of capital stock Company Common Stock held by each such holder, the number of Common Merger Shares to be issued to each such holder pursuant to Section 2.6(b), the Company subject to and the exercise price per share in effect for each Company Option; (d) the vesting status and schedule number of Common Merger Shares, if any, deemed Restricted Shares with respect to each such holder, the Company Option and capital stock number of Common Merger Shares, if any, deemed Registrable Shares with respect to each such holder, the portion of the Company and terms of the Company’s rights to repurchase such unvested capital stock of the Company (including the repurchase price payable per share under each share of unvested capital stock of the Company); (e) whether such Company Option was granted as an incentive stock option or non-statutory stock option under the Code; (f) the calculation of the Applicable Fraction and Designated Parent Stock Price; (g) the amount of cash Common Cash Amount to be paid or which has been paid to each Designated Stockholder such holder pursuant to Section 2.6, the number of Common Merger Shares to be deposited into the Escrow Account on behalf of each such holder and Debt Holder; the portion of the Common Cash Amount to be deposited into the Escrow Account on behalf of each such holder pursuant to Section 2.6, and, assuming the Earnout Shares are greater than zero, the number of Earnout Shares potentially issuable to each such holder pursuant to Section 2.6, and (hii) all holders of Company Options and their respective addresses, the number of shares of Parent Company Common Stock to be issued or which has been issued to each Designated Stockholder and Debt Holder; (i) the Indemnification Pro Rata Portion such Company Options are exercisable for as of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration that each Company Stockholder immediately prior to the Effective Time is entitled with respect to receive each such holder and the respective exercise price for such Company Options, the number of Option Merger Shares issuable upon exercise of the respective Parent Options pursuant to Section 1.5(a); (k) 2.6 and the respective exercise price for such Parent Options, the portion of the Common Cash Amount to be paid to each such holder pursuant to Section 2.6, and, assuming the Earnout Shares are greater than zero, the number of shares Earnout Shares potentially issuable upon exercise of Parent Common Stock issuable Options held by each such holder pursuant to each Stockholder of the Company; and (l) the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Company. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificate2.6.

Spreadsheet. The Company shall prepare and deliver to ParentAcquirer, at or prior to the Closingin accordance with Section 5.14, a spreadsheet (the “Spreadsheet”) in the form provided by the Company and substance reasonably satisfactory to Parent prior to the Closing and reasonably acceptable to ParentAcquirer, which Spreadsheet spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective TimeClosing: (ai) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Company Options, Converting Holders and their respective addresses and where availablee-mail addresses, taxpayer identification numbers; (bii) the number and kind type of security held, including the shares of capital stock of the Company Capital Stock held by, or subject to the Company Options or Company Notes held by, such Persons Converting Holders and, in the case of outstanding shares, the respective certificate numbers; , (ciii) the number of shares of capital stock of the Company Capital Stock subject to and the exercise price per share in effect for each Company Option; Option and the principal amount and accrued interest payable under each Company Note, (div) the vesting status and schedule with respect to the Company Options, (v) for each Company Option and capital stock that was early exercised, the Tax status of the Company and terms of the Company’s rights to repurchase such unvested capital stock of the Company (including the repurchase price payable per share under each share of unvested capital stock of the Company); (e) whether such Company Option was granted as an incentive stock option or non-statutory stock option under Section 422 of the Code; , the date of such exercise and the applicable exercise price, (fvi) the calculation of the Applicable Fraction and Designated Parent Stock Fully-Diluted Company Common Stock, Common Per Share Consideration, Aggregate Exercise Price; , (gvii) the amount calculation of aggregate cash to be paid or which has been paid amounts payable (before withholding Taxes) to each Designated Stockholder such Converting Holder pursuant to Section 1.3(a)(i) and Debt Holder; Section 1.3(a)(ii) or, with respect to any Promised Optionholder, the aggregate cash amounts payable to such Promised Optionholder (hbefore withholding Taxes) pursuant to the number of shares of Parent Common Stock terms set forth in his or her Promised Option Waiver delivered to be issued Acquirer at or which has been issued prior to each Designated Stockholder and Debt Holder; the Closing (i) such amounts in the Indemnification Pro Rata Portion of each Designated Stockholder; (j) aggregate for all Promised Optionholders, the “Promised Option Payments”), the total amount of payroll Taxes to be withheld from the merger consideration that each portion of Option Payments and Promised Option Payments payable as of the Closing (after taking into account of the withholding of the Holdback Amount and the Expense Fund Amount), and in the case of Company Stockholder immediately prior Optionholders, whether the Company Optionholder is an Employee Optionholder or a Non-Employee Optionholder and in the case of Promised Optionholders, whether a Promised Optionholder is an Employee Promised Optionholder or a Non-Employee Promised Optionholder, (viii) the vesting schedule with respect to the Effective Time is entitled aggregate cash amounts payable to receive each Key Employee pursuant to Section 1.5(a1.3(a); , as set forth in the Vesting Agreement executed by such Key Employee, (kix) the number calculation of shares each Converting Holder’s Pro Rata Share of Parent Common Stock issuable the Holdback Amount (including with respect to each Stockholder of the Company; and (l) Key Employee, the amount of cash in lieu of any fractional Revested Cash that is contributed by such Key Employee into the Holdback Fund and the vesting schedule thereof) and the Expense Fund Amount, (x) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer and (xi) for each share of Parent Common outstanding Company Capital Stock payable to each Stockholder that constitutes a “covered security” under Section 6045(g) of the Company. The Code, all information necessary to satisfy the cost basis reporting requirements with respect to such Company shall prepare Capital Stock, including the cost basis and deliver to Parent, a draft the date of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect acquisition of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificateshares.

Spreadsheet. The Company shall prepare and deliver to Parent, at or prior to the Closing, Acquirer: (a) a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Acquirer, which spreadsheet shall be dated as of the date hereof and attached hereto as Schedule II of the Merger Agreement and (b) an updated Spreadsheet in form provided by the Company to Parent prior and substance reasonably satisfactory to the Closing and reasonably acceptable to ParentAcquirer, which updated Spreadsheet shall be dated as of the Closing Date Date, and in each instance, shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective TimeClosing: (ai) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Company Options, Converting Holders and their respective addresses, e-mail addresses and and, where available, taxpayer identification numbers; (bii) the number and kind type of security held, including the shares of capital stock of the Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Persons Converting Holders and, in the case of outstanding shares, the respective certificate numbers; (ciii) the number of shares of capital stock of the Company Capital Stock subject to and the exercise price per share in effect for each Company OptionOption and Company Warrant; (div) the vesting status and schedule with respect to the Company Option Options and capital stock of the Company Warrants and Unvested Company Shares and terms of the Company’s rights to repurchase such unvested capital stock of the Unvested Company Shares (including the per share repurchase price payable per share under each share of unvested capital stock of the Companywith respect thereto); (ev) whether for each Company Option that was early exercised, the Tax status of each such Company Option was granted as an incentive stock option or non-statutory stock option under Section 422 of the Code, the date of such exercise and the applicable exercise price; (fvi) the calculation of the Applicable Fraction Fully Diluted Share Number, Common Per Share Amount and Designated Parent Stock PriceSeries A Per Share Amount; (gvii) the amount calculation of aggregate cash to be paid or which has been paid amounts payable to each Designated Stockholder such Converting Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), and Debt Holder; (h) the number of shares of Parent Common Stock to be issued or which has been issued to each Designated Stockholder and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) Section 1.3(a)(iii), the total amount of Taxes to be withheld from therefrom and the merger consideration that aggregate cash amounts payable to each Company Stockholder immediately prior to the Effective Time is entitled to receive Converting Holder pursuant to Section 1.5(a1.3(a); (kviii) the number calculation of shares of Parent Common Stock issuable to each Stockholder Converting Holder’s Pro Rata Share of the CompanyIndemnification Holdback Amount; (ix) the calculation of each Converting Holder’s TNW Pro Rata Share of the Adjustment Holdback Amount; and (lx) the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Company. The Company shall prepare a funds flow memorandum setting forth applicable wire transfer instructions and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificateother information reasonably requested by Acquirer.

Spreadsheet. The Company shall prepare and deliver to Parent, at or prior to the Closing, Parent a spreadsheet (the “Spreadsheet”) in the a form provided by the Company to Parent prior to the Closing and reasonably acceptable satisfactory to Parent, which Spreadsheet spreadsheet shall be dated certified as complete and correct by the Chief Executive Officer of the Company as of the Closing Date and which shall set forth all of the following information, include as of the Closing Date Closing, (i) all Shareholders and their respective addresses, indicating whether such holder is a current or former employee of the Company, the number and type of Company Shares held by such Shareholder, the respective certificate numbers of Company Shares issued to such Shareholder, the date of acquisition of such Company Shares, Per Share Cash Consideration and Per Share Parent Stock Consideration to be paid to such Shareholder, the Pro Rata Portion of each Shareholder, the Preferred Share Preference Per Share amount to be paid to such Shareholder, if any, the S-3 Pro Rata Portion of each Shareholder, the amount of cash to be deposited into the Escrow Fund on behalf of such Shareholder pursuant to Section 1.2(d), and (ii) all holders of Company Options and their respective addresses, whether such holder is an employee, consultant, director or officer of the Company or of an Affiliated Entity (as defined in the Plan), the number of Company Non-Voting Common Shares underlying each such Company Option, the grant dates of such Company Options, the vesting schedule with respect to such Company Options, the strike price for each such Company Option, the Option Exchange Ratio, the aggregate Unvested Option Consideration, the number of Parent Options issuable pursuant to Section 1.2(e)(i) to each holder of Company Options that are outstanding, unvested and in-the-money immediately prior to the Effective Time: (a) , the names of all securityholders portion of the CompanyVested Option Consideration payable to each holder of Company Options that are outstanding, including vested and in-the-money immediately prior to the Stockholders Effective Time and if the holder of the Company and holders of Company OptionsOption is a Participating Optionholder, and their respective addresses and where available, taxpayer identification numbers; (b) the number and kind of security held, including the shares of capital stock of the Company held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of capital stock of the Company subject to and the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to the Company Option and capital stock of the Company and terms of the Company’s rights to repurchase such unvested capital stock of the Company (including the repurchase price payable per share under each share of unvested capital stock of the Company); (e) whether such Company Option was granted as an incentive stock option or non-statutory stock option under the Code; (f) the calculation of the Applicable Fraction and Designated Parent Stock Price; (g) the amount of cash to be paid or which has been paid deposited into the Escrow Fund on behalf of such Participating Optionholder pursuant to each Designated Stockholder Section 1.2(d) and Debt Holder; (h) the number of shares of Parent Common Stock to be issued or which has been issued to each Designated Stockholder and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration that each Company Stockholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.5(a); (k) the number of shares of Parent Common Stock issuable to each Stockholder of the Company; and (l) the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Companysuch Participating Optionholder. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days Business Days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificate.

Spreadsheet. The Company shall prepare and deliver to Parent, at or prior to the Closing, Acquirer a spreadsheet (the “Spreadsheet”) in the form provided by the Company and substance reasonably satisfactory to Parent prior to the Closing and reasonably acceptable to ParentAcquirer, which Spreadsheet spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective TimeClosing: (ai) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Company Options, Converting Holders and their respective addresses, e-mail addresses and and, where available, taxpayer identification numbers; , (bii) the number and kind type of security held, including the shares of capital stock of the Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Persons Converting Holders and, in the case of outstanding shares, the respective certificate numbers; , (ciii) the number of shares of capital stock of the Company Capital Stock subject to and the exercise price per share in effect for each Company Option; Option and Company Warrant, (div) the vesting status and schedule with respect to the Company Option Options and capital stock of the Company Warrants and Unvested Company Shares and terms of the Company’s rights to repurchase such unvested capital stock of the Unvested Company Shares (including the per share repurchase price payable per share under with respect thereto), (v) for each share Company Option that was early exercised, the Tax status of unvested capital stock of the Company); (e) whether each such Company Option was granted as an incentive stock option or non-statutory stock option under Section 422 of the Code; , the date of such exercise and the applicable exercise price, (fvi) the calculation of the Applicable Fraction Fully-Diluted Company Common Stock, Common Per Share Consideration and Designated Parent Stock Aggregate Exercise Price; , (gvii) the amount calculation of aggregate cash to be paid or which has been paid amounts payable to each Designated Stockholder and Debt Holder; (h) the number of shares of Parent Common Stock to be issued or which has been issued to each Designated Stockholder and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration that each Company Stockholder immediately prior to the Effective Time is entitled to receive such Converting Holder pursuant to Section 1.5(a1.3(a)(i); , Section 1.3(a)(ii) or Section 1.3(a)(v) and (kviii) the number a funds flow memorandum setting forth applicable wire transfer instructions for each holder of shares of Parent Common Stock issuable to each Stockholder Company Debt and Transaction Expenses that are incurred but unpaid as of the Company; and (l) the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Company. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificateClosing.

Spreadsheet. The Company shall prepare and deliver to Parent, at or prior to the Closing, a spreadsheet (the “Spreadsheet”Section 3.4(c) in the form provided by of the Company to Parent prior to the Closing Disclosure Schedule sets forth a true, complete and reasonably acceptable to Parent, which Spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information, as of the Closing Date and immediately prior to the Effective Timeaccurate list of: (ai) the names of all securityholders the Company Stockholders and holders of outstanding Options, Convertible Promissory Notes and/or any other equity interest or right to receive equity interests of the Company, including the Stockholders of the Company and holders of Company Options, and their respective last known addresses and (where available, ) taxpayer identification numbers; (bii) the equity interest or interests held by such holder, including where applicable the number and kind type of security held, including the shares of capital stock of the Company Capital Stock held by, or subject to the Company Options held by, by such Persons and, in the case of outstanding shares, and the respective certificate numbers; (ciii) the number of shares of capital stock of the Company subject to and the exercise price per share in effect for or strike price of each Company outstanding Option, the principal amount and accrued interest as of the date of delivery or update of the Spreadsheet, as applicable, and the conversion ratio of each Convertible Promissory Note; (div) the vesting status and schedule with respect to the Company Option and capital stock of the Company and terms of the Company’s rights to repurchase such unvested capital stock of the Company (including the repurchase price payable per share under each share of unvested capital stock of the Company); (e) whether such Company Option was granted as an incentive stock option or non-statutory stock option under the Code; (f) the calculation of the Applicable Fraction and Designated Parent Stock Price; (g) the amount of cash to be paid or which has been paid to each Designated Stockholder and Debt Holder; (h) the number of shares of Parent Common Stock to be issued or which has been issued to each Designated Stockholder and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration that each Company Stockholder immediately prior to upon the Effective Time is entitled to receive pursuant to Section 1.5(a)consummation of the Merger; (kv) the number Company’s calculation of shares of Parent Common Stock issuable to each Stockholder of the Company; and (l) the amount of cash to be issued to each Nonaccredited Holder upon the consummation of the Merger; (vi) the Escrow Pro Rata Share (expressed as a percentage) of each Company Stockholder and Nonaccredited Holder with respect to the Escrow Amount; (vii) the Pro Rata Share (expressed as a percentage) of each Company Stockholder and Nonaccredited Holder with respect to any Earn Out Payment, and (viii) any additional information requested by Parent in lieu order for Parent to satisfy its information reporting obligations under Section 6043A of the Code (the “Spreadsheet”). All such information is true, complete and accurate as of the date hereof, and will be true and correct as of the date of any fractional share of Parent Common Stock payable to each Stockholder of update thereto, and, as so updated, at the Company. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificateFirst Effective Time.

Spreadsheet. The Company shall prepare and deliver to Parent, at or prior to Parent and the Closing, Exchange Agent a spreadsheet (the “Spreadsheet”) substantially in the form provided attached hereto as Schedule 5.21, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company to Parent prior to the Closing and reasonably acceptable to Parent, which Spreadsheet shall be dated as of the Closing Date and which shall set forth all of the following informationinclude, among other things, as of the Closing Date and immediately prior to the Effective Time: Closing, (ai) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Company Options, and their respective addresses and where availableaddresses, taxpayer identification numbers; (b) the number and kind of security held, including the shares of capital stock of Company Capital Stock held by such persons (including whether such shares are Company Common Stock, Company Series A Preferred Stock and the Company held by, or subject to the Company Options held by, such Persons and, in the case of outstanding sharesSeries B Preferred Stock), the respective certificate numbers; , whether such shares constitute Company Unvested Common Stock (cincluding, for each certificate, the number of shares that are vested as of the Closing), and the liquidation preference and conversion ratio applicable to each share of Company Preferred Stock, the date of acquisition of such shares, the Pro Rata Portion of Merger Cash to be deposited in the Escrow Fund and Tax Escrow Fund on such holder’s behalf pursuant to Section 1.8(b), the number of Merger Shares to be issued and amount of Merger Cash to be paid to each holder, the number of Merger Shares and amount of cash, if any, to be paid by the Stockholder in settlement of tax withholding obligations pursuant to Section 1.6(e) and outstanding Stockholder loans pursuant to Section 1.6(f), and such other information relevant thereto or which the Exchange Agent may reasonably request, and (ii) all holders of Company Options and their respective addresses, the number of shares of capital stock Company Capital Stock underlying each such Company Option, the grant dates and exercise prices of such Company Options and the vesting arrangement with respect to such Company subject to and Options, the exercise price per share in effect for of each Company Option (other than Non-Assumed Options), and indicating, with respect to each Company Option; (d) the vesting status and schedule with respect to the Company Option and capital stock of the Company and terms of the Company’s rights to repurchase such unvested capital stock of the Company (including the repurchase price payable per share under each share of unvested capital stock of the Company); (e) , whether such Company Option was granted as is an incentive stock option or a non-statutory qualified stock option under the Code; (f) the calculation of the Applicable Fraction and Designated Parent Stock Price; (g) the amount of cash to be paid or which has been paid to each Designated Stockholder and Debt Holder; (h) option, the number of shares of Parent Common Stock to be issued or which has been issued to each Designated Stockholder and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration that each such Company Stockholder immediately prior to the Effective Time is entitled to receive Option shall become exercisable pursuant to Section 1.5(a); (k1.6(c) the number of shares of hereof and such other information relevant thereto or which Parent Common Stock issuable to each Stockholder of the Company; and (l) the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Companymay reasonably request. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days (3) Business Days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificate.

Spreadsheet. The Company shall prepare and deliver to Parent, at or prior to the Closing, Acquirer a spreadsheet (the “Spreadsheet”) in the form provided by the Company and substance reasonably satisfactory to Parent prior to the Closing and reasonably acceptable to ParentAcquirer, which Spreadsheet spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective TimeClosing: (ai) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Company Options, Converting Holders and their respective addresses, e-mail addresses and and, where available, taxpayer identification numbers; , (bii) the number and kind type of security held, including the shares of capital stock of the Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Persons Converting Holders and, in the case of outstanding shares, the respective certificate numbers; , (ciii) the number of shares of capital stock of the Company Capital Stock subject to and the exercise price per share in effect for each Company Option; Option and Company Warrant, (div) 41 the vesting status and schedule with respect to the Company Option Options and capital stock of the Company Warrants and Unvested Company Shares and terms of the Company’s rights to repurchase such unvested capital stock of the Unvested Company Shares (including the per share repurchase price payable per share under with respect thereto), (v) for each share Company Option that was early exercised, the Tax status of unvested capital stock of the Company); (e) whether each such Company Option was granted as an incentive stock option or non-statutory stock option under Section 422 of the Code; , the date of such exercise and the applicable exercise price, (fvi) the calculation of the Applicable Fraction Fully-Diluted Company Common Stock, Common Per Share Consideration and Designated Parent Stock Aggregate Exercise Price; , (gvii) the amount calculation of aggregate cash to be paid or which has been paid amounts payable to each Designated Stockholder and Debt Holder; (h) the number of shares of Parent Common Stock to be issued or which has been issued to each Designated Stockholder and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration that each Company Stockholder immediately prior to the Effective Time is entitled to receive such Converting Holder pursuant to Section 1.5(a1.3(a)(i); , Section 1.3(a)(ii) or Section 1.3(a)(v) and (kviii) the number a funds flow memorandum setting forth applicable wire transfer instructions for each holder of shares of Parent Common Stock issuable to each Stockholder Company Debt and Transaction Expenses that are incurred but unpaid as of the Company; and (l) the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Company. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificateClosing.

Spreadsheet. The Company shall prepare and deliver to ParentBuyer and the Seller Representative, at or prior to the Closing, a spreadsheet (the “Spreadsheet”) in the form provided by the Company to Parent prior to the Closing and reasonably acceptable to ParentBuyer, which Spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective TimeClosing: (a) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Stockholders, Company Options, Awardholders and their respective street addresses, email addresses and telephone numbers, Israeli identification number (and where available, taxpayer identification numbers) and bank account details (including the respective bank name and number, branch name and address, swift number and account number); (b) whether such Person is or was an employee of the Company; (c) the number and kind of security held, including the shares of capital stock of the Company Capital Stock held by, or subject to the Company Options Awards or Company Warrants held by, such Persons and, in the case of outstanding certificated shares, the respective certificate numbers; (cd) the number of shares of capital stock of the Company Capital Stock subject to and the exercise price per share in effect for each Company OptionAward and Company Warrant; (de) the vesting status and schedule with respect to the Company Option Awards, Company Warrant, and capital stock of the Company Capital Stock and terms of the Company’s rights to repurchase such unvested capital stock of the Company Capital Stock (including the repurchase price payable per share under each share of unvested capital stock of the CompanyCompany Capital Stock); (e) whether such Company Option was granted as an incentive stock option or non-statutory stock option under the Code; (f) the calculation Tax status of each share of Company Capital Stock and Company Award under Section 422 of the Applicable Fraction and Designated Parent Stock PriceCode or, if applicable, under the Israeli Tax Code (including status as a Company 102 Share, Company 102 Option or Company 3(i) Option); (g) state the amount of cash to be paid or which has been paid to each Designated Stockholder Estimated 2013 Revenue Amount, the Transaction Expenses, the Buyer Loan Amount, the Buyer Stock Price Per Share, the Fully-Diluted Company Capital Stock Amount and Debt Holder; the Seller Company Capital Stock Amount, (h) the number calculation of shares of Parent Common Stock to be issued or which has been issued to each Designated Stockholder the Estimated Aggregate Consideration Value, the Estimated Aggregate Net Consideration Amount, the Estimated Equity Exchange Ratio, the Estimated Aggregate Seller Amount, the Estimated Aggregate Non-Buyer Amount, and Debt Holderthe Post-Closing Adjustment Initial Holdback Amount, the Estimated Seller Closing Amount and the Estimated Seller Closing Amount Per Share; (i) without derogating from Buyer’s rights under Section 1.10(a), the Indemnification Pro Rata Portion of each Designated Stockholder; (j) tax withholding rate and the total amount of Taxes (including for income, payroll, social security and other Taxes) to be deducted and withheld from the merger consideration Estimated Aggregate Net Consideration Amount that each Company Stockholder Securityholder immediately prior to the Effective Time Closing is entitled to receive pursuant to Section 1.5(a); 1.2(a) and (kb) and (j) the number Pro Rata Share of shares each Indemnifying Person and the interest of Parent Common Stock issuable to each Stockholder of Indemnifying Person in the Company; Indemnity Holdback Amount (for purposes hereof, also setting forth separately calculations based on the General Indemnity Holdback Percentage and (lthe Special Indemnity Holdback Percentage) and the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Company. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Post-Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificateAdjustment Holdback Amount.

Spreadsheet. The Company shall prepare and deliver to Parent, at or prior to the Closing, a spreadsheet (as the “same may be updated as described below, the "Spreadsheet”") substantially in the form provided attached hereto as SCHEDULE 5.23, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company to Parent prior to the Closing and reasonably acceptable to Parent, which Spreadsheet shall be dated as of the Closing Date and which shall set forth all of the following informationseparately list, as of the Closing Date and immediately prior to the Effective Time: Closing, (ai) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Company Options, and their respective addresses and where availableof record, taxpayer identification numbers; (b) the number and kind of security held, including the shares of capital stock of the Company held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of capital stock of the Company subject to and the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to the Company Option and capital stock of the Company and terms of the Company’s rights to repurchase Capital Stock held by such unvested capital stock of the Company persons (including the repurchase price payable per share under respective certificate numbers and whether such shares constitute Company Unvested Common Stock (including, for each share certificate, the number of unvested capital stock shares that are vested as of the CompanyClosing); (e) whether , the date of acquisition of such Company Option was granted as an incentive stock option or non-statutory stock option under shares, the Code; (f) Exchange Ratio applicable to each holder, Total Consideration to be issued to each holder, the calculation number of the Applicable Fraction and Designated Parent Stock Price; (g) the amount of cash shares, if any, to be paid or which has been paid to each Designated by the Stockholder and Debt Holder; (h) in settlement of outstanding Stockholder loans, the number of shares of Parent Common Stock the Total Consideration to be issued deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which has been issued to each Designated Stockholder the Exchange Agent may reasonably request, and Debt Holder; (iii) the Indemnification Pro Rata Portion all holders of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration that each Company Stockholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.5(a); (k) Options and their respective addresses, the number of shares of Company Capital Stock underlying each such Company Option, the grant dates of such Company Options and the vesting arrangement with respect to such Company Options and such other information relevant thereto or which Parent Common Stock issuable to each Stockholder of the Company; and (l) the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Companymay reasonably request. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three (3) business days prior to the Closing Date. Without limiting the generality or effect The certification of the foregoing or EXECUTION COPY completeness and correctness of the provisions Spreadsheet as of this Section 6.9the Closing will be based on the assumption that there are no changes in the information required to be set forth therein between the date of delivery and the Closing. The Company will use commercially reasonable efforts to avoid the occurrence of any such changes and will deliver an updated Spreadsheet, the Company shall provide to Parentsimilarly certified, promptly after Parent’s request, copies the occurrence of the documents or instruments evidencing the amounts set forth on any such draft or final certificatechanges; provided, however, that no updates may be made to the Spreadsheet after the Effective Time.

Spreadsheet. The Company shall prepare and deliver to ParentAcquirer, at or prior to the Closing, a spreadsheet (the “Spreadsheet”) in the a form provided to be supplied by the Company to Parent prior Acquirer to the Closing and reasonably acceptable to ParentCompany, which Spreadsheet spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationforth, as of the Closing Date and immediately prior to the Effective Time: , (ai) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Company Options, Options and Unvested Company Shares and their respective addresses and where available, taxpayer identification numbers; , (b) the number and kind of security held, including the shares of capital stock of the Company held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (cii) the number of shares of capital stock of the Company Common Stock subject to Company Options and the number of Unvested Company Shares held by such Persons, (iii) the exercise price per share in effect for each Company Option; Option immediately prior to the Effective Time, (div) the vesting status and schedule with respect to the each Company Option and capital stock of the Unvested Company and terms of the Company’s rights to repurchase such unvested capital stock of the Company Shares held by each holder thereof (including the repurchase price payable per share under with respect to each share of unvested capital stock such Unvested Company Share), (v) with respect to Unvested Company Shares held by each stockholder of the Company); , the aggregate amount of Unvested Cash payable with respect to such Unvested Company Shares and the vesting schedule for such Unvested Cash, (evi) whether such the Tax status of each Company Option was granted as an incentive stock option or non-statutory stock option under Section 422 of the Code; , (fvii) the calculation of the Applicable Fraction and Designated Parent Stock Price; (g) the amount of cash to be paid or which has been paid with respect to each Designated Stockholder and Debt Holder; (h) Continuing Employee holding Company Options, the number of shares of Parent Common Stock to be issued or which has been issued to each Designated Stockholder and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration that each Company Stockholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.5(a); (k) the number of shares of Parent Acquirer Common Stock issuable upon exercise of the Assumed Options issued by Acquirer in substitution of such Company Options and the per share exercise price thereof, and (viii) with respect to each Stockholder other holder of the Company; and (l) Company Options, the amount of cash in lieu of any fractional share of Parent Common Stock payable by Acquirer to each Stockholder of such holder, if any, pursuant to Section 1.10 hereof (such spreadsheet is referred to throughout as the Company“Spreadsheet”). The Company shall prepare and deliver to Parent, a A draft of the Spreadsheet shall be provided by the Company to Acquirer not later than three business days five Business Days prior to the Closing Date. Without limiting the generality or effect proposed date of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificateClosing.

Spreadsheet. The Company shall prepare and deliver to ParentAcquirer, at or prior to the Closingin accordance with Section 5.13, a spreadsheet (the “Spreadsheet”) in the form provided by the Company to Parent prior to the Closing and substance reasonably acceptable to ParentAcquirer, which Spreadsheet spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective TimeClosing: (ai) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Company Options, Securityholders and their respective addresses, e-mail addresses and and, where available, taxpayer identification numbers; , (bii) the number and kind type of security held, including the shares of capital stock of the Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Persons Company Securityholders and, in the case of outstanding shares, the respective certificate numbers; numbers and, in the case of Unvested Company Options, whether such Company Securityholder provides services to the Company in Japan or the Netherlands, (ciii) the number of shares of capital stock of the Company Capital Stock subject to and the exercise price per share in effect for each Company Option; Option and Company Warrant, (div) the vesting status and schedule with respect to the Company Options and Company Warrants, (v) for each Company Option and capital stock that was early exercised, the Tax status of the Company and terms of the Company’s rights to repurchase such unvested capital stock of the Company (including the repurchase price payable per share under each share of unvested capital stock of the Company); (e) whether such Company Option was granted as an incentive stock option or non-statutory stock option under Section 422 of the Code; , the date of such exercise and the applicable exercise price, (fvi) the calculation of the Applicable Fraction Fully-Diluted Company Common Stock, Common Per Share Consideration, Series A-1 Per Share Consideration, Series A-2 Per Share Consideration, Series B Per Share Consideration, Series B-2 Per Share Consideration and Designated Parent Acquirer Stock Price; , (gvii) the amount calculation of aggregate cash to be paid or which has been paid amounts payable at the Closing to each Designated Stockholder such Company Securityholder pursuant to Section 1.3(a)(i) (excluding, for the avoidance of doubt, any portion contributed to the Escrow Fund and Debt Holder; (hSecurityholders’ Agent Fund pursuant to Section 1.4) the number of shares of Parent Common Stock to be issued or which has been issued and to each Designated Stockholder holder of Vested Company Options pursuant to Section 1.3(a)(ii) and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld therefrom, (viii) the calculation of Acquirer RSUs issuable pursuant to Section 1.3(a)(ii)(B), the number of Acquirer RSUs to be granted to each Company Option Promisee in lieu of Promised Company Options pursuant to Promised Option Releases (such number of Acquirer RSUs to be calculated in accordance with the methodology described in Schedule 5.8(viii)(A)) and the number of Acquirer RSUs to be granted to each Excluded Optionholder (the “Company Excluded Optionholder Grants”) (such number of Acquirer RSUs to be calculated in accordance with the methodology described in Schedule 5.8(viii)(B)), (ix) the calculation of each Company Securityholder’s Closing Pro Rata Share for purposes of the allocation of the Escrow Amount and of the Securityholders’ Agent Amount, (x) the calculation of the amount of the Escrow Amount and of the Securityholders’ Agent Amount to be deducted from the merger consideration that payments to each Company Stockholder Securityholder pursuant to Section 1.4(d) and 1.4(e), as applicable, and (xi) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer. The Spreadsheet shall be calculated in accordance with the Company’s Certificate of Incorporation as in effect as of immediately prior to the Effective Time is entitled to receive pursuant to Section 1.5(a); (k) the number of shares of Parent Common Stock issuable to each Stockholder of the Company; and (l) the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Company. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificateClosing.

Spreadsheet. The Company shall prepare and deliver to ParentAcquirer, at or prior to the Closingin accordance with Section 5.12, a spreadsheet (the “Spreadsheet”) ), in the form provided by the Company and substance reasonably satisfactory to Parent prior to the Closing and reasonably acceptable to ParentAcquirer, which Spreadsheet spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective TimeClosing: (a) the names of all securityholders of the CompanyConverting Holders, including the Stockholders of the Company Optionholders and holders of Company Options, Warrantholders and their respective addresses of record and where availablee-mail addresses, taxpayer identification numbers; (b) the number and kind type of security held, including the shares of capital stock of the Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Persons Converting Holders, Company Optionholders and Company Warrantholders and, in the case of outstanding shares, the respective certificate numbers; , (c) the number of shares of capital stock of the Company Capital Stock subject to and to, the exercise price per share and the expiration date in effect for each Company Option; Option and Company Warrant, (d) the vesting status and schedule with respect to the Company Option Options and capital stock of the Company Warrants and Unvested Company Shares and terms of the Company’s rights to repurchase such unvested capital stock of the Unvested Company Shares (including the per share repurchase price payable per share under each share of unvested capital stock of the Companywith respect thereto); , (e) whether the intended Tax status of each such Company Option was granted as an incentive stock option or non-statutory stock option under Section 422 of the Code; , (f) for each Company Option that was early exercised, the date of such exercise and the applicable exercise price, (g) the calculation of Adjusted Purchase Price, (h) the calculation of the Applicable Fraction and Designated Parent number of shares of Acquirer Common Stock Price; issuable to each Converting Securityholder pursuant to Section 1.3(a), (gi) the amount calculation of cash to be paid or which has been paid to each Designated Stockholder and Debt Holder; (h) the number of shares of Parent Common Stock to be issued or which has been issued to each Designated Stockholder and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration that each Company Stockholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.5(a); (k) the number of shares of Parent Acquirer Common Stock issuable to each Stockholder holder of Convertible Notes, (j) the calculation of each Converting Securityholder’s proportional share of the Company; Holdback Stock Consideration and Expense Fund, (k) the calculation of each Converting Securityholder’s Pro Rata Share and (l) the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Company. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, funds flow memorandum setting forth applicable wire transfer instructions for the Company shall provide to Parentand any Company Debt and Transaction Expenses, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificateas applicable.

Spreadsheet. The Company shall prepare and deliver to ParentAcquiror, at or prior to the Closingin accordance with Section 5.13, a spreadsheet (the “Spreadsheet”) in the form provided by the Company and substance reasonably satisfactory to Parent prior to the Closing and reasonably acceptable to ParentAcquiror, which Spreadsheet spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information, as of the Closing Date and immediately prior to the Effective Time: (a) the names of all securityholders of the Company, including the Company Stockholders of and the Company and holders of Company OptionsOptionholders, and their respective addresses and where and, if available, taxpayer tax identification numbers; (b) the number and kind of security held, including the shares of capital stock of the Company Capital Stock held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbersnumbers and vesting status; (c) the calculation of the Cash Per Share Liquidation Preference Amount, the Stock Per Share Liquidation Preference Amount, the Cash Per Share Amount, and the Stock Per Share Amount; (d) the number of shares of capital stock of the Company subject Acquiror Common Stock and cash to and the exercise price per share in effect for be allocated to each Company Option; (dStockholder pursuant to Section 1.9(a)-(b) the vesting status and schedule with respect to the Company Option and capital stock of the Company and terms of the Company’s rights to repurchase such unvested capital stock of the Company (including the repurchase price payable per share under each share of unvested capital stock of the Company)hereof; (e) the cash to be allocated to each holder of Vested Company Options pursuant to Section 1.9(c) (f) for each share of Company Capital Stock whether such Company Option (A) to the knowledge of the Company, it was granted as subject to a valid and timely Section 83(b) election to the extent it was subject to a substantial risk of forfeiture upon issuance and (B) it was the result of an early exercise of an incentive stock option or non-statutory stock option under the Code; (f) the calculation of the Applicable Fraction and Designated Parent Stock Priceoption; (g) the amount of cash to be paid or which has been paid to each Designated Stockholder and Debt Holder; (h) the number of shares of Parent Acquiror Common Stock and cash to be issued or which has been issued placed into the Escrow Fund, in the aggregate and on behalf of each Company Indemnifying Party; (h) each Company Indemnifying Party’s Cash Pro Rata Share and Stock Pro Rata Share of the Escrow Fund (expressed as a percentage and based on the interest in the Escrow Fund for each such Company Indemnifying Party compared to each Designated Stockholder all Company Indemnifying Parties); and Debt Holder; (i) for each holder of Company Capital Stock and Vested Company Options, the Indemnification Holdback Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration that each Company Stockholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.5(a); (k) the number of shares of Parent Common Stock issuable to each Stockholder Share of the Company; Holdback Amount (expressed as a percentage and (l) based on each such holder’s interest in the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Company. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificateHoldback Amount).

Spreadsheet. The Company shall prepare and deliver to ParentAcquiror, at or prior to the Closing, a spreadsheet (the “Spreadsheet”) in the form provided by the Company to Parent prior to the Closing and reasonably acceptable to ParentAcquiror and the Exchange Agent, which Spreadsheet spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective Time: (a) the names of all securityholders of the Company, including the Stockholders of the Company Shareholders and holders of Company Options, Optionholders and their respective addresses and where available, taxpayer identification numbers; (b) the number and kind of security held, including the shares of capital stock of the Company Capital Stock held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of capital stock of the Company subject to and the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to Company Options; (d) the Tax status of each Company Option and capital stock under Section 422 of the Company and terms of the Company’s rights to repurchase such unvested capital stock of the Company (including the repurchase price payable per share under each share of unvested capital stock of the Company)Code; (e) whether such the exercise price of each Company Option was granted as an incentive stock option or non-statutory stock option under the CodeOption; (f) the calculation of the Applicable Fraction and Designated Parent Stock Aggregate Exercise Price, Common Cash Amount Per Share, Common Closing Amount Per Share, Common Escrow Amount Per Share, Fully-Diluted Company Stock, Fully-Diluted Company Series A Stock, Merger Consideration, Series A Cash Amount Per Share, Series A Closing Amount Per Share, Series A Escrow Amount Per Share, Total Participating Consideration, Total Series A Liquidation Preference; (g) the amount of cash to be paid or which has been paid to each Designated Stockholder and Debt Holder; (h) the number of shares of Parent Common Stock to be issued or which has been issued to each Designated Stockholder and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration Merger Consideration that each Company Stockholder Securityholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.5(a)1.15; (kg) the number Effective Time Holder’s Pro Rata Share and the interest in dollar terms of shares of Parent Common Stock issuable to each Stockholder of Effective Time Holder in the Company; Escrow Cash and (lh) the Promised Option Payment Pool (as defined below), including the name of each Promised Optionee and their respective addresses and taxpayer identification numbers and the total amount of cash in lieu of any fractional share of Parent Common Stock payable Taxes to each Stockholder of the Company. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any be withheld from such draft or final certificatepayments.

Spreadsheet. The Company shall prepare and deliver to ParentAcquirer, at or prior to the Closingin accordance with Section 5.14, a spreadsheet (the “Spreadsheet”) in the form provided by the Company and substance reasonably satisfactory to Parent prior to the Closing and reasonably acceptable to ParentAcquirer, which Spreadsheet spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective TimeClosing: (ai) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Company Options, Converting Holders and their respective addresses and and, where available, taxpayer identification numbers; , (bii) the number and kind type of security held, including the shares of capital stock of the Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Persons Converting Holders and, in the case of outstanding shares, where applicable, the respective certificate numbers; , (ciii) the number of shares of capital stock of the Company Capital Stock subject to and the exercise price per share in effect for each Company Option; Option and Company Warrant, (div) the vesting status and schedule with respect to the Company Option Options and capital stock of the Company Warrants and Unvested Company Shares and terms of the Company’s rights to repurchase such unvested capital stock of the Unvested Company Shares (including the per share repurchase price payable per share under with respect thereto), (v) for each share Company Option that was early exercised, the Tax status of unvested capital stock of the Company); (e) whether each such Company Option was granted as an incentive stock option or non-statutory stock option under Section 422 of the Code; , the date of such exercise and the applicable exercise price, (fvi) the calculation of the Applicable Fraction and Designated Parent Stock Price; Fully-Diluted Company Capital Stock, (gvii) the amount calculation of aggregate cash to be paid or which has been paid amounts and shares of Acquirer Common Stock payable and issuable, respectively, to each Designated Stockholder such Converting Holder pursuant to Section 1.3(a) and Debt Holder; (h) the number of shares of Parent Common Stock to be issued or which has been issued to each Designated Stockholder and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration that each Company Stockholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.5(a); therefrom (k) including, if applicable, the number of shares of Parent Acquirer Common Stock issuable to be withheld), (viii) the calculation of each Stockholder Converting Holder’s Escrow Pro Rata Share of the Company; Escrow Amount and Extended Escrow Amount, (lix) the MRP Participant Cash Amount and MRP Participant Stock Amount for each MRP Participant, (x) the calculation of each MRP Participant’s Escrow Pro Rata Share of the Escrow Amount and Extended Escrow Amount, (xi) the amount of cash in lieu of any fractional share of Parent Common Accruing Dividends on the Company Preferred Stock payable to each Stockholder of between the Company. The Company shall prepare Agreement Date and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set and (xii) a funds flow memorandum setting forth on any such draft or final certificateapplicable wire transfer instructions and other information reasonably requested by Acquirer.

Spreadsheet. The Company shall prepare and deliver to ParentAcquirer, at or prior to the Closingin accordance with Section 5.12, a spreadsheet (the “Spreadsheet”) in the form provided by the Company to Parent Acquirer prior to the Closing and reasonably acceptable to ParentAcquirer, which Spreadsheet spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective TimeClosing: (a) the names of all securityholders of the Company, including the Stockholders of the Company Stockholders and holders of Company Options, Optionholders and their respective addresses, e-mail addresses and where available, taxpayer identification numbers; , (b) the number and kind of security held, including the shares of capital stock of the Company Capital Stock held byby such Company Stockholder, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of capital stock of the Company Capital Stock subject to and the exercise price per share in effect for each option held by each such Company Option; Optionholders, (d) the vesting status and schedule with respect to the Company Option and capital stock of the Company and terms of the Company’s rights to repurchase such unvested capital stock of the Company (including the repurchase price payable per share under each share of unvested capital stock of the Company); (e) whether such Company Option was granted as an incentive stock option or non-statutory stock option under the Code; (f) the calculation of the Applicable Fraction Merger Consideration, Indebtedness (including the EIDL Loan Balance and Designated Parent PPP Escrow Amount), Transaction Expenses, the amount, if any, by which the Closing Net Working Capital Target exceeds Company Net Working Capital as set forth in the Company Closing Financial Certificate (which may be a negative number), Adjustment Amount, Stock Price; Consideration, Cash Consideration, Per Unit Cash Consideration and Per Unit Stock Consideration, (ge) the amount calculation of aggregate cash to be paid or which has been paid to each Designated Stockholder amounts and Debt Holder; (h) the number of shares of Parent Acquirer Common Stock to be issued or which has been issued payable and issuable, respectively, to each Designated such Company Stockholder pursuant to Section 1.3(a), and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) Company Optionholder pursuant to Section 1.3(b), and the total amount of Taxes to be withheld from the merger consideration that each Company Stockholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.5(a); therefrom (k) including, if applicable, the number of shares of Parent Acquirer Common Stock issuable to be withheld), and (f) the calculation of each Stockholder Contributing Equityholder’s Pro Rata Share of the Company; and Escrow Amount (l) including the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder portion of the Company. The Company shall prepare PPP Escrow Amount and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificateIndemnity Escrow Amount).

Spreadsheet. The Company shall prepare have delivered to Parent and deliver to Parent, at or prior to the Closing, Exchange Agent a spreadsheet (the “Spreadsheet”) substantially in the form provided attached hereto as Schedule 6.3(s), which spreadsheet shall be, and shall be certified by the Chief Executive Officer and Chief Financial Officer of the Company to Parent prior to the Closing as, true, complete and reasonably acceptable to Parent, which Spreadsheet shall be dated correct as of the Closing Date and which shall set forth all of the following informationinclude, among other things, as of the Closing Date and immediately prior to the Effective Time: Closing, (ai) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Company Options, and their respective addresses and where availableaddresses, taxpayer identification numbers; (b) the number and kind of security held, including the shares of capital stock of the Company held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of capital stock of the Company subject to and the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to the Company Option and capital stock of the Company and terms of the Company’s rights to repurchase Capital Stock held by such unvested capital stock of the Company persons (including the repurchase respective certificate numbers, and in the case of Company Preferred Stock, the conversion price payable per share under each share in respect of unvested capital stock of the Company); (e) whether such Company Option was granted as an incentive stock option or non-statutory stock option under Preferred Stock), the Code; (f) the calculation date of the Applicable Fraction and Designated Parent Stock Price; (g) the amount acquisition of cash to be paid or which has been paid to each Designated Stockholder and Debt Holder; (h) such shares, the number of shares of Parent Common each class or series of Company Capital Stock outstanding (determined as if all Company Options then outstanding had been exercised), the calculation (in each case in reasonable detail and calculated to two decimal places) of the amount of the Per Share Series A Liquidation Preference Payment as of the Closing Date, the Per Share Series B Liquidation Preference Payment as of the Closing Date, and the Cash Consideration allocable to one share of each class or series of Company Capital Stock (determined, as if all Company Options then outstanding had been exercised), for each Stockholder, the percentage of the Cash Consideration to be issued or which has been issued to received by such Stockholder, for each Designated Stockholder and Debt Holder; (i) Stockholder, the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total dollar amount of Taxes Cash Consideration to be withheld from received by such Stockholder, and the merger consideration that amount of Escrow Cash to be deposited into the Escrow Fund relating to such Stockholder, (ii) all holders of Company Options and their respective addresses, the number of shares of Company Capital Stock underlying each such Company Stockholder immediately prior Option, the grant dates of such Company Options and the vesting arrangement with respect to the Effective Time is entitled to receive pursuant to Section 1.5(a); such Company Options and indicating whether such Company Options are incentive stock options or non-qualified stock options, and (kiii) the number of shares of Parent Common Stock issuable to each Stockholder upon exercise of the Company; Company Options to be assumed by Parent and (l) the amount of cash in lieu of any fractional per share of exercise price thereof and such other information relevant thereto or which Parent Common Stock payable to each Stockholder of the Companymay reasonably request. The Company shall prepare and deliver to Parent, a draft of have delivered the Spreadsheet not later than three business days prior to on the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificate.

Spreadsheet. (a) The Company shall prepare and deliver to ParentAcquirer, at or prior to the Closingin accordance with Section 5.13, a spreadsheet (the “Spreadsheet”) in the form provided by the Company to Parent Acquirer prior to the Closing and reasonably acceptable satisfactory to ParentAcquirer, which Spreadsheet spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective TimeClosing: (ai) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Company Options, Converting Holders and their respective addresses and and, where available, taxpayer identification numbers; , (bii) the number and kind type of security held, including the shares of capital stock of the Company Capital Stock held by, or subject to the Company Options held by, such Persons Converting Holders and, in the case of outstanding shares, the respective certificate numbers; , (ciii) the number of shares of capital stock of the Company Capital Stock subject to and the exercise price per share in effect for each Company Option; , (div) the vesting status and schedule with respect to the Company Option Options and capital stock of the Unvested Company Shares and terms of the Company’s rights to repurchase such unvested capital stock of the Unvested Company Shares (including the per share repurchase price payable per share under with respect thereto), (v) for each share Company Option that was early exercised, the Tax status of unvested capital stock of the Company); (e) whether each such Company Option was granted as an incentive stock option or non-statutory stock option under Section 422 of the Code; , the date of such exercise and the applicable exercise price, (fvi) the calculation of Fully-Diluted Company Common Stock, Common Per Share Cash Consideration, Common Per Share Stock Consideration and the Applicable Fraction and Designated Parent Acquirer Stock Price; , (gvii) the calculation of aggregate cash amounts and shares of Acquirer Common Stock payable and issuable, respectively, to each such Converting Holder pursuant to Section 1.3(a)(i)(A), the calculation of aggregate cash amounts payable to such Converting Holder pursuant to Section 1.3(a)(ii)(A) and the total amount of cash Taxes proposed to be paid or which has been paid to each Designated Stockholder and Debt Holder; withheld therefrom (h) including, if applicable, the number of shares of Parent Acquirer Common Stock to be issued or which has been issued withheld), (viii) the calculation of aggregate cash amounts and shares of Acquirer Common Stock payable and issuable, respectively, to each Designated Stockholder such Converting Holder pursuant to Section 1.3(a)(i)(B) and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) 1.3(a)(ii)(B), assuming all applicable conditions to such payments and issuances have been satisfied or waived, and the total amount of Taxes proposed to be withheld from therefrom, (ix) the merger consideration that each Company Stockholder immediately prior vesting schedule with respect to the Effective Time is entitled to receive pursuant to Section 1.5(a); (k) the number of shares of Parent Acquirer Common Stock issuable to each Stockholder such Converting Holder pursuant to Section 1.3(a), as set forth in the Vesting Agreement executed by such Converting Holder, (x) the vesting schedule with respect to the aggregate cash amounts payable to each such Converting Holder pursuant to Section 1.3, as set forth in the Vesting Agreement executed by such Converting Holder, (xi) the calculation of each Converting Holder’s Pro Rata Share, (xii) the calculation of each Converting Holder’s Pro Rata Share of the Company; Escrow Amount (including cash and stock allocations thereof) and of the Stockholders’ Agent Expense Amount and (lxiii) the aggregate amount of cash in lieu and the aggregate number of any fractional share shares of Parent Acquirer Common Stock payable to each Stockholder of be deposited in the Company. The Company shall prepare and deliver Escrow Fund pursuant to Parent, a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificate8.1.

Spreadsheet. The Company shall prepare and deliver to Parent, at or prior to the Closing, Acquirer (in accordance with Section 5.13) a spreadsheet (the “Spreadsheet”) in the form provided by the Company to Parent Acquirer prior to the Closing and reasonably acceptable satisfactory to ParentAcquirer, which Spreadsheet spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective TimeClosing: (ai) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Company Options, Converting Holders and their respective addresses and and, where available, taxpayer identification numbers; , (bii) the number and kind type of security held, including the shares of capital stock of the Company Capital Stock held by, or subject to the Company Options held by, by such Persons Converting Holders and, in the case of outstanding certificated shares, the respective certificate numbers; , (c) the number of shares of capital stock of the Company subject to and the exercise price per share in effect for each Company Option; (diii) the vesting status and schedule with respect to the Unvested Company Option and capital stock of the Company Shares and terms of the Company’s rights to repurchase such unvested capital stock of the Unvested Company Shares (including the per share repurchase price payable per share under each share of unvested capital stock of the Companywith respect thereto); , (e) whether such Company Option was granted as an incentive stock option or non-statutory stock option under the Code; (fiv) the calculation of Fully-Diluted Company Common Stock, Common Per Share Cash Consideration, Common Per Share Stock Consideration and the Applicable Fraction and Designated Parent Acquirer Closing Stock Price; , (gv) the amount calculation of aggregate cash to be paid or which has been paid amounts and shares of Acquirer Common Stock payable and issuable, respectively, to each Designated Stockholder Converting Holder pursuant to Section 1.3(a) and Debt Holder; (h) the number of shares of Parent Common Stock to be issued or which has been issued to each Designated Stockholder and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration that each Company Stockholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.5(a); therefrom (k) including, if applicable, the number of shares of Parent Acquirer Common Stock to be withheld), (vi) the vesting schedule, if any, with respect to the shares of Acquirer Common Stock issuable to each Stockholder such Converting Holder pursuant to Section 1.3(a), as set forth in the Equity Agreement or Benefits Amendment, as applicable, executed by such Converting Holder and (vii) the calculation of each Converting Holder’s Pro Rata Share of the Company; Cash Escrow Amount and the Expense Fund Amount (l) the expressed as a dollar amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Company. The Company shall prepare and deliver to Parent, as a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificatepercentage).

Spreadsheet. The Company shall prepare and deliver to Parent, at or Not less than two days prior to the Closing, the Company shall deliver a spreadsheet (the “Spreadsheet”) in the form provided by the Company to Parent prior to the Closing and reasonably acceptable to Parent, which Spreadsheet shall be dated certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing Date and which shall set forth all of the following informationseparately list, as of the Closing Date and immediately prior to the Effective Time: Closing, (a) all holders of Company Shares and their respective addresses on the names of all securityholders stock transfer records of the Company, including the Stockholders of the Company and holders of Company Options, and their respective addresses and where available, taxpayer identification numbers; (b) the number and kind of security held, including the shares of capital stock of the Company held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of capital stock of the Company subject to Shares held by such persons (including whether such shares are Company Common Shares or Company Preferred Shares), and the exercise price per share in effect for each Company Option; respective certificate numbers, if applicable, (c) the date of acquisition of such shares, (d) the vesting status number of Parent Common Shares to which each holder of Series A-1 Preferred is entitled at the Effective Time and schedule the number which shall be held in escrow pursuant to the Escrow Agreement, (e) the amount of Cash Consideration to which each holder of Company Common Shares is entitled; (f) all holders of In-the-Money Options and their respective addresses, the number of shares of Company Common Shares underlying each such In-the-Money Option, the grant date of each such In-the-Money Option, an indication, with respect to the Company Option and capital stock each such In-the-Money Option, of the Company and terms of the Company’s rights to repurchase such unvested capital stock of the Company (including the repurchase price payable per share under each share of unvested capital stock of the Company); (e) whether such Company In-the-Money Option was granted as is an incentive stock option or a non-statutory qualified stock option option, the per share exercise price for such In-the-Money Option, whether such holder has delivered an In-the-Money Option Acknowledgment, and the amount of Cash Consideration payable to such In-the-Money Option holders under the Code; (f) the calculation of the Applicable Fraction and Designated Parent Stock PriceSection 1.4.5; (g) all holders of Company Options, other than In-the-Money Options, and their respective addresses, the amount number of cash to be paid or which has been paid to Company Common Shares underlying each Designated Stockholder such Company Option, the grant date of each such Company Option, and Debt Holderthe per share exercise price for such Company Option; and (h) the number of shares of Parent Common Stock to be issued such other information relevant thereto or which has been issued to each Designated Stockholder and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration that each Company Stockholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.5(a); (k) the number of shares of Parent Common Stock issuable to each Stockholder of the Company; and (l) the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Company. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing its transfer or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s exchange agent may reasonably request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificate.

Spreadsheet. The Parent and Company shall prepare and deliver to ParentAcquiror, at or prior to the Closing, a spreadsheet Spreadsheet in form reasonably acceptable to Acquiror (the “Spreadsheet”) in the form provided by the Company to Parent prior to the Closing and reasonably acceptable to Parent), which Spreadsheet spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective Time: (a) the names of all securityholders of the Company, including the Stockholders of the Company Stockholders, Company Optionholders, Company Lenders and holders of Company Options, Parent Members and their respective addresses and where available, taxpayer identification numbersemail addresses; (b) the number and kind of security held, including the shares of capital stock of the (i) Company Capital Stock held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (cii) the number and kind of shares of capital stock of the Company Parent membership interests held by, or subject to options or warrants held by such Persons, and in the exercise price per share in effect for case of outstanding interests, any respective certificate numbers, if applicable and (iii) the respective date(s) of acquisition of such shares and, with respect to shares acquired on or after January 1, 2011, the cost basis of such shares, (c) with respect to each Company Option; Optionholder (di) the vesting status and schedule with respect to Company Options and the Company Option and capital stock Tax status of the Company and terms of the Company’s rights to repurchase such unvested capital stock of the Company (including the repurchase price payable per share under each share of unvested capital stock of the Company); (e) whether such Company Option was granted as an incentive stock option or non-statutory stock option under Section 422 of the Code; , (f) the calculation of the Applicable Fraction and Designated Parent Stock Price; (g) the amount of cash to be paid or which has been paid to each Designated Stockholder and Debt Holder; (hii) the number of shares of Parent Common Company Capital Stock to be issued or which has been issued underlying each Company Option held by such Company Optionholder; (iii) the respective grant date(s) and exercise price(s) per share of such Company Options; (d) the Fully-Diluted Company Capital Stock Shares, the Per Share Consideration, the Per Share Unaccredited Stockholder Cash Consideration, the Per Share Accredited Stockholder Cash Consideration and the Per Share Accredited Stockholder Stock Consideration; (e) with respect to each Designated Stockholder and Company Lender, the amount of Company Debt Holderheld by such Company Lender; (if) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of whether payroll Taxes are required to be withheld from the merger consideration Merger Consideration that each Company Stockholder Securityholder and Company Lender immediately prior to the Effective Time is entitled to receive pursuant to Section 1.5(a1.15; (g) the Pro Rata Share of each Company Stockholder and the interest in dollar terms of each Company Stockholder in the Holdback Amount, the Agent Expense Amount, the Tax Refund Holdback Amount, and the Working Capital Holdback Amount, as applicable (expressed as a dollar amount and as a percentage); (kh) the number aggregate amount of cash to be paid and shares of Parent Acquiror Common Stock issuable to be issued to each Company Stockholder of and Company Optionholder at the CompanyClosing (determined without taking into account any withholding Taxes); and (li) the amount of cash in lieu shares of any fractional share of Parent Acquiror Common Stock payable subject to the Holdback with respect to each Stockholder of the Company. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificateStockholder.