Common use of Spreadsheet Clause in Contracts

Spreadsheet. The Company shall prepare and deliver to Purchaser, a draft of the Spreadsheet not later than five Business Days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of Section 6.8(a), Company shall provide to Purchaser, promptly after Purchaser’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificate. The Company shall prepare and deliver to Purchaser, at or prior to the Closing, a spreadsheet (the “Spreadsheet”) in the form provided by Purchaser prior to the Closing, reasonably acceptable to Purchaser, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Closing: (a) the name of the Selling Shareholders and Company Option holders as of the Agreement Date and their respective addresses and where available, taxpayer identification numbers; (b) the number of Company Shares held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; and (d) the calculation of the number of Purchaser Securities to be delivered to each Selling Shareholder (including whether and to what extent such Purchaser Shares will consist of Purchaser Common Stock and Purchaser Series A Preferred Stock) and the number of shares of Purchaser Common Stock to be delivered to each Company Option holder. The Spreadsheet calculations shall account for the Company Series B Preferred Shares held by the Purchaser as set forth as follows or as otherwise mutually agreed to: Adjusted Purchaser Securities = A = The Purchaser Securities less the Purchaser Securities issuable to the Purchaser. B = The sum of (i) the total shares of Purchaser Common Stock and portion of the warrants as set forth in the Spreadsheet, and (ii) the Purchaser Securities. C = B (as set forth above) less the Purchaser Securities issuable to the Purchaser.

Spreadsheet. The Company shall prepare and deliver (a) TopCo has delivered to PurchaserBuyer a spreadsheet in substantially the form of Annex V attached hereto (the “Payment Spreadsheet”) setting forth the following information, in a draft form reasonably satisfactory to Buyer: (i) a calculation of the Initial Merger Consideration and each component thereof; and (ii) with respect to each TopCo Seller: (A) the name and address of such TopCo Seller, (B) the number and class of all shares of TopCo Stock held by such TopCo Seller, (C) the portion of the Cash Consideration (as defined in Section 3.2(a)(iii)) to be paid to such TopCo Seller, which shall be allocated among the TopCo Stock and the Options held by such TopCo Seller as set forth on the Payment Spreadsheet, (D) the portion of the Stock Consideration (as defined in Section 3.2(b)) to be issued to such TopCo Seller, which shall be allocated among the TopCo Stock and the Options held by such TopCo Seller as set forth on the Payment Spreadsheet, (E) the number of 1st Anniversary Holdback Shares to be issued to such TopCo Seller upon release of such shares in accordance with and subject to Section 4.5, which shall be allocated among the TopCo Stock and the Options held by such TopCo Seller as set forth on the Payment Spreadsheet, (F) such TopCo Seller’s Holdback Shares Pro Rata Portion or portion of the Holdback Consideration Cash Amount, (G) such TopCo Seller’s Pro Rata Portion, (H) the amount of any required withholding on account of Taxes with respect to such TopCo Seller’s share of the Merger Consideration, and (I) the wire transfer instructions of such TopCo Seller with respect to the payments to be made by Buyer pursuant to Section 2.3. No consent or approval of Buyer in respect of the Payment Spreadsheet not later than five Business Days shall be required in and of itself as a condition to Closing. (b) Buyer, any paying agent engaged by Buyer, and, following the Closing, the Surviving Corporation, may rely on the instructions of the Sellers’ Representative for distributions of cash and issuances of Buyer Common Stock and shall have no responsibility or liability with respect thereto; provided, that the distribution and issuance instructions of the Sellers’ Representative are followed. Buyer shall, or shall cause a paying agent engaged by Buyer to, make distributions of cash and issuances of Buyer Common Stock after the Closing to the TopCo Seller in the same form and in accordance with the same wiring instructions or delivery addresses, as applicable, as such distributions were made to each such TopCo Seller in connection with the Closing, except as otherwise indicated in any update delivered to Buyer by the Sellers’ Representative to reflect any assignments or other changes in factual information. Upon Buyer making each aggregate payment or issuance of Buyer Common Stock, required of it under this Agreement to the TopCo Seller in accordance with the final Payment Spreadsheet delivered by the Sellers’ Representative prior to the Closing Dateas provided herein, Buyer shall have fulfilled its obligations with respect to such payments and issuances, as applicable. Without limiting Buyer shall have, neither directly nor indirectly through the generality or effect of the foregoing or the provisions of Section 6.8(a), Company shall provide to Purchaser, promptly after Purchaser’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificate. The Company shall prepare and deliver to Purchaser, at or prior to Surviving Corporation following the Closing, a spreadsheet (the “Spreadsheet”) in the form provided by Purchaser prior no liability whatsoever with respect to the Closing, reasonably acceptable to Purchaser, which spreadsheet shall be dated as allocation of the Closing Date and shall set forth all distribution of the following information payments of the Merger Consideration among the TopCo Sellers. (in addition c) No party to this Agreement shall take any tax or other position that is contrary to the other required data and information specified therein), as of the Closing Date and immediately prior to the Closing: (a) the name of the Selling Shareholders and Company Option holders as of the Agreement Date and their respective addresses and where available, taxpayer identification numbers; (b) the number of Company Shares held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; and (d) the calculation of the number of Purchaser Securities to be delivered to each Selling Shareholder (including whether and to what extent such Purchaser Shares will consist of Purchaser Common Stock and Purchaser Series A Preferred Stock) and the number of shares of Purchaser Common Stock to be delivered to each Company Option holder. The Spreadsheet calculations shall account for the Company Series B Preferred Shares held by the Purchaser as set forth as follows or as otherwise mutually agreed to: Adjusted Purchaser Securities = A = The Purchaser Securities less the Purchaser Securities issuable to the Purchaser. B = The sum of (i) the total shares of Purchaser Common Stock and portion of the warrants as allocations set forth in the Spreadsheet, and (ii) the Purchaser Securities. C = B (as set forth above) less the Purchaser Securities issuable to the Purchaser.Payment Spreadsheet unless otherwise required by Applicable Law

Spreadsheet. The Company Primaeva shall prepare deliver a spreadsheet in substantially the form attached hereto as Schedule 6.10 (as the same may be updated as described below, the “Spreadsheet”), which spreadsheet shall be certified as complete and deliver to Purchaser, a draft correct by the Chief Executive Officer and Chief Financial Officer of Primaeva as of the Closing and which shall separately list, as of the Closing, (i) all Primaeva Stockholders and Plan Participants, and as applicable, their respective addresses of record, the number of shares of Primaeva Capital Stock held by such persons (including the respective certificate numbers), the date of acquisition of such shares, the amount of the Initial Payment Share, Primaeva Expenses Share, Escrow Amount Share, Stockholder Initial Actual Cash Payment, Plan Participant Initial Actual Cash Payment, Milestone I Payment, Milestone II Payment and Milestone III Payment applicable to such Primaeva Stockholder and Plan Participant, and such other information relevant thereto or which Syneron may reasonably request, (ii) all Primaeva Stock Options and Primaeva Warrants that have been exercised and the name of each such Primaeva Optionholder or Primaeva Warrant and all Primaeva Stock Options and Primaeva Warrants that have not been exercised and the name of each such Primaeva Optionholder or Primaeva Warrant. Primaeva shall deliver the Spreadsheet not later than five two (2) Business Days prior to the Closing Date. Without limiting the generality or effect The certification of the foregoing or the provisions of Section 6.8(a), Company shall provide to Purchaser, promptly after Purchaser’s request, copies completeness and correctness of the documents or instruments evidencing the amounts set forth on any such draft or final certificate. The Company shall prepare and deliver to Purchaser, at or prior to the Closing, a spreadsheet (the “Spreadsheet”) in the form provided by Purchaser prior to the Closing, reasonably acceptable to Purchaser, which spreadsheet shall be dated Spreadsheet as of the Closing Date and shall will be based on the assumption that there are no changes in the information required to be set forth all therein between the date of delivery and the Closing. Primaeva will use commercially reasonable efforts to avoid the occurrence of any such changes and will deliver an updated Spreadsheet, similarly certified, promptly after the occurrence of any such changes; provided, however, that no updates may be made to the Spreadsheet after the Effective Time, except that the Securityholder Representative may update it to the extent necessary to reflect the release of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Closing: (a) the name of the Selling Shareholders and Company Option holders as of the Agreement Date and their respective addresses and where available, taxpayer identification numbers; (b) the number of Company Shares held by, or subject to the Company Options held by, such Persons and, in the case of outstanding sharesIndemnification Escrow Fund, the respective certificate numbers; Securityholder Representative’s Reserve and (d) the calculation as contemplated under Section 2.7(a)(iii). Upon delivery of the number of Purchaser Securities to be delivered to each Selling Shareholder (including whether and to what extent such Purchaser Shares will consist of Purchaser Common Stock and Purchaser Series A Preferred Stock) and the number of shares of Purchaser Common Stock to be delivered to each Company Option holder. The Spreadsheet calculations shall account for the Company Series B Preferred Shares held by the Purchaser as set forth as follows or as otherwise mutually agreed to: Adjusted Purchaser Securities = A = The Purchaser Securities less the Purchaser Securities issuable to the Purchaser. B = The sum of (i) the total shares of Purchaser Common Stock and portion of the warrants as set forth in the Spreadsheet, and (iiSchedule 2.7(a) the Purchaser Securities. C = B (as set forth above) less the Purchaser Securities issuable to the Purchasershall be updated accordingly.

Spreadsheet. The Company Reliant shall prepare deliver a spreadsheet in substantially the form attached hereto as Schedule 6.18 (as the same may be updated as described below, the “Spreadsheet”), which spreadsheet shall be certified as complete and deliver to Purchaser, a draft correct by the Chief Executive Officer and Chief Financial Officer of Reliant as of the Closing and which shall separately list, as of the Closing, (i) all Reliant Stockholders and their respective addresses of record, the number of shares of Reliant Capital Stock held by such persons (including the respective certificate numbers), the date of acquisition of such shares, whether such shares of Reliant Capital Stock are Reliant Restricted Shares and, to the extent such shares are Reliant Restricted Shares, the applicable vesting schedule, the number of shares of Thermage Common Stock to be issued to each Reliant Stockholder and the amount of the Cash Consideration payable to such Reliant Stockholder, such Reliant Stockholder’s Pro Rata Portion, the amount of Escrow Cash that shall be contributed to the Indemnification Escrow Fund on behalf of such Reliant Stockholder and such other information relevant thereto or which the Exchange Agent may reasonably request, (ii) all holders of Reliant Stock Options and their respective addresses, the number of shares of Reliant Capital Stock underlying each such Reliant Stock Option, the exercise price of such Reliant Stock Options and the amount of the Option Proceeds payable to such Reliant Optionholder, such Reliant Optionholder’s Pro Rata Portion and the amount of Escrow Cash that shall be contributed to the Indemnification Escrow Fund on behalf of such Reliant Optionholder and such other information relevant thereto or which Thermage may reasonably request, (iii) all holders of Reliant RSUs and their respective addresses, the number of shares of Reliant Common Stock issuable upon vesting of such Reliant RSU and the amount of the RSU Proceeds payable to such holder of Reliant RSUs, such holder of Reliant RSUs’ Pro Rata Portion and the amount of Escrow Cash that shall be contributed to the Indemnification Escrow Fund on behalf of such holder of Reliant RSUs and such other information relevant thereto or which Thermage may reasonably request, (iii) all holders of Reliant Warrants and their respective addresses, whether such Reliant Warrant is an Assumed Warrant, the class or series of Reliant Capital Stock issuable upon exercise of the Reliant Warrant, the number of shares of Reliant Capital Stock underlying each such Reliant Warrant, the exercise price of such Reliant Warrant, the number of shares of Thermage Common Stock to be issued to each Reliant Warrantholder, the amount of the Cash Consideration payable to such Reliant Warrantholder, such Reliant Warrantholder’s Pro Rata Portion, the amount of Escrow Cash that shall be contributed to the Indemnification Escrow Fund on behalf of such Reliant Warrantholder and such other information relevant thereto or which the Exchange Agent may reasonably request, Reliant shall deliver the Spreadsheet not later than five three (3) Business Days prior to the Closing Date. Without limiting the generality or effect The certification of the foregoing or the provisions of Section 6.8(a), Company shall provide to Purchaser, promptly after Purchaser’s request, copies completeness and correctness of the documents or instruments evidencing the amounts set forth on any such draft or final certificate. The Company shall prepare and deliver to Purchaser, at or prior to the Closing, a spreadsheet (the “Spreadsheet”) in the form provided by Purchaser prior to the Closing, reasonably acceptable to Purchaser, which spreadsheet shall be dated Spreadsheet as of the Closing Date and shall will be based on the assumption that there are no changes in the information required to be set forth all therein between the date of delivery and the following information (in addition Closing. Reliant will use commercially reasonable efforts to avoid the occurrence of any such changes and will deliver an updated Spreadsheet, similarly certified, promptly after the occurrence of any such changes; provided, however, that no updates may be made to the other required data and information specified therein), as of Spreadsheet after the Closing Date and immediately prior to the Closing: (a) the name of the Selling Shareholders and Company Option holders as of the Agreement Date and their respective addresses and where available, taxpayer identification numbers; (b) the number of Company Shares held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; and (d) the calculation of the number of Purchaser Securities to be delivered to each Selling Shareholder (including whether and to what extent such Purchaser Shares will consist of Purchaser Common Stock and Purchaser Series A Preferred Stock) and the number of shares of Purchaser Common Stock to be delivered to each Company Option holder. The Spreadsheet calculations shall account for the Company Series B Preferred Shares held by the Purchaser as set forth as follows or as otherwise mutually agreed to: Adjusted Purchaser Securities = A = The Purchaser Securities less the Purchaser Securities issuable to the Purchaser. B = The sum of (i) the total shares of Purchaser Common Stock and portion of the warrants as set forth in the Spreadsheet, and (ii) the Purchaser Securities. C = B (as set forth above) less the Purchaser Securities issuable to the PurchaserEffective Time.

Spreadsheet. The Company shall prepare and deliver (a) TopCo has delivered to PurchaserBuyer a spreadsheet in substantially the form of Annex V attached hereto (the “Payment Spreadsheet”) setting forth the following information, in a draft form reasonably satisfactory to Buyer: (i) a calculation of the Initial Merger Consideration and each component thereof; and (ii) with respect to each TopCo Seller: (A) the name and address of such TopCo Seller, (B) the number and class of all shares of TopCo Stock held by such TopCo Seller, (C) the portion of the Cash Consideration (as defined in Section 3.2(a)(iii)) to be paid to such TopCo Seller, which shall be allocated among the TopCo Stock and the Options held by such TopCo Seller as set forth on the Payment Spreadsheet, (D) the portion of the Stock Consideration (as defined in Section 3.2(b)) to be issued to such TopCo Seller, which shall be allocated among the TopCo Stock and the Options held by such TopCo Seller as set forth on the Payment Spreadsheet, (E) the number of 1st Anniversary Holdback Shares to be issued to such TopCo Seller upon release of such shares in accordance with and subject to Section 4.5, which shall be allocated among the TopCo Stock and the Options held by such TopCo Seller as set forth on the Payment Spreadsheet, (F) such TopCo Seller’s Holdback Shares Pro Rata Portion or portion of the Holdback Consideration Cash Amount, (G) such TopCo Seller’s Pro Rata Portion, (H) the amount of any required withholding on account of Taxes with respect to such TopCo Seller’s share of the Merger Consideration, and (I) the wire transfer instructions of such TopCo Seller with respect to the payments to be made by Buyer pursuant to Section 2.3. No consent or approval of Buyer in respect of the Payment Spreadsheet not later than five Business Days shall be required in and of itself as a condition to Closing. (b) Buyer, any paying agent engaged by Buyer, and, following the Closing, the Surviving Corporation, may rely on the instructions of the Sellers’ Representative for distributions of cash and issuances of Buyer Common Stock and shall have no responsibility or liability with respect thereto; provided, that the distribution and issuance instructions of the Sellers’ Representative are followed. Buyer shall, or shall cause a paying agent engaged by Buyer to, make distributions of cash and issuances of Buyer Common Stock after the Closing to the TopCo Seller in the same form and in accordance with the same wiring instructions or delivery addresses, as applicable, as such distributions were made to each such TopCo Seller in connection with the Closing, except as otherwise indicated in any update delivered to Buyer by the Sellers’ Representative to reflect any assignments or other changes in factual information. Upon Buyer making each aggregate payment or issuance of Buyer Common Stock, required of it under this Agreement to the TopCo Seller in accordance with the final Payment Spreadsheet delivered by the Sellers’ Representative prior to the Closing Dateas provided herein, Buyer shall have fulfilled its obligations with respect to such payments and issuances, as applicable. Without limiting Buyer shall have, neither directly nor indirectly through the generality or effect of the foregoing or the provisions of Section 6.8(a), Company shall provide to Purchaser, promptly after Purchaser’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificate. The Company shall prepare and deliver to Purchaser, at or prior to Surviving Corporation following the Closing, a spreadsheet (the “Spreadsheet”) in the form provided by Purchaser prior no liability whatsoever with respect to the Closing, reasonably acceptable to Purchaser, which spreadsheet shall be dated as allocation of the Closing Date and shall set forth all distribution of the following information payments of the Merger Consideration among the TopCo Sellers. (in addition c) No party to this Agreement shall take any tax or other position that is contrary to the other required data and information specified therein), as of the Closing Date and immediately prior to the Closing: (a) the name of the Selling Shareholders and Company Option holders as of the Agreement Date and their respective addresses and where available, taxpayer identification numbers; (b) the number of Company Shares held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; and (d) the calculation of the number of Purchaser Securities to be delivered to each Selling Shareholder (including whether and to what extent such Purchaser Shares will consist of Purchaser Common Stock and Purchaser Series A Preferred Stock) and the number of shares of Purchaser Common Stock to be delivered to each Company Option holder. The Spreadsheet calculations shall account for the Company Series B Preferred Shares held by the Purchaser as set forth as follows or as otherwise mutually agreed to: Adjusted Purchaser Securities = A = The Purchaser Securities less the Purchaser Securities issuable to the Purchaser. B = The sum of (i) the total shares of Purchaser Common Stock and portion of the warrants as allocations set forth in the Spreadsheet, and (ii) the Purchaser Securities. C = B (as set forth above) less the Purchaser Securities issuable to the Purchaser.Payment Spreadsheet unless otherwise required by Applicable Law 2.7