Common use of Spreadsheet Clause in Contracts

Spreadsheet. Pathlore has prepared and delivered to SumTotal a spreadsheet set forth on Section 5.12 of the Pathlore Schedules (the “Spreadsheet”), which sets forth, and at the Closing Date shall be updated and completed and certified by the Chief Executive Officer of Pathlore as true, complete and correct as of the Closing Date, and dated as of the Closing Date and shall set forth as of the Closing Date and immediately prior to the Effective Time: (a) the names of all the Pathlore Stockholders, holders of Pathlore Options and Pathlore Warrants and their respective addresses and where available, taxpayer identification numbers; (b) the number and kind of shares of Pathlore Capital Stock held by, or subject to the Pathlore Options or Pathlore Warrants held by such Persons and, in the case of outstanding shares, the respective certificate numbers, and in the case of outstanding options or warrants, the respective option or warrant numbers; (c) the exercise price per share in effect for each Pathlore Option or Pathlore Warrant; (d) the vesting status and schedule with respect to Pathlore Options and Pathlore Warrants; (e) the Disclosed Excess Expense Amount, the Merger Cash Amount, each Pathlore Stockholder’s Proportionate Interest in the Expense Reimbursement Amount, the Option Exchange Ratio, the Per Share Pathlore Preferred Stock Preference, the Aggregate Common Consideration, the Aggregate Preferred Consideration, the SumTotal Share Value, the Aggregate Pathlore Common Stock Amount, the Aggregate Pathlore Common Cash Amount, the Aggregate Pathlore Preferred Stock Amount, the Aggregate Pathlore Preferred Cash Amount, the Total Outstanding Participating Shares, the Total Outstanding Pathlore Common Stock and the Total Outstanding Pathlore Preferred Stock; (f) the amount of Merger Cash payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such Persons (and in percentage and dollar terms, the amount of cash required to be deducted and withheld from such Persons for taxes, and if such deduction and withholding applies to particular cash payments or installments, the amount required for each such payment or installment); (g) the amount of Merger Stock payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such Persons; (h) the number of shares of SumTotal Common Stock subject to and exercise price of each SumTotal Option issuable to each holder of Pathlore Options (and in percentage and dollar terms, the amount of cash or options required to be deducted and withheld from such Persons for taxes, and if such deduction and withholding applies to particular vesting installments, the amount required for each such installment); and (i) the Proportionate Interest of each Pathlore Stockholder as of the Effective Time in terms of both dollars and SumTotal Common Stock.

Spreadsheet. Pathlore has The Company will cause to be prepared and delivered to SumTotal Parent, at least five Business Days before the Closing, a spreadsheet set forth on Section 5.12 of spreadsheet, in a form reasonably acceptable to Parent and the Pathlore Schedules (the “Spreadsheet”)Payment Agent, which sets forth, dated and at the Closing Date shall be updated and completed and certified by the Chief Executive Officer of Pathlore as true, complete and correct as of the Closing Date, and dated as of the Closing Date and shall set setting forth as of the Closing Date and immediately prior the following information relating to the Effective Timeholders of Company Units, other securities convertible into Company Units, Company Options, Company RSUs, Retention RSUs and Company Restricted Units: (a) the names and addresses (including email addresses), to the extent practicable, of all the Pathlore Stockholders, holders of Pathlore Options and Pathlore Warrants and their respective addresses and where available, taxpayer identification numberssuch holders; (b) the number and kind type of shares of Pathlore Capital Stock Company Units or other securities held by, or subject to the Pathlore Options Company Options, Company RSUs, Retention RSUs or Pathlore Warrants Company Restricted Units held by by, such Persons and, in the case of outstanding shares, the respective certificate numbers, and in the case of outstanding options or warrants, the respective option or warrant numbersPersons; (c) the exercise price per share unit in effect as of the Closing Date for each Pathlore Option or Pathlore WarrantCompany Option; (d) the vesting status conversion price per unit in effect as of the Closing Date for any securities that are convertible into Company Units and schedule with respect to Pathlore Options and Pathlore Warrantsthe type of Company Units into which the securities are convertible; (e) the Disclosed Excess Expense Amount, cash amount payable to such holder in respect of the Merger Cash Amount, each Pathlore Stockholdercancellation of such holder’s Proportionate Interest in the Expense Reimbursement Amount, the Option Exchange Ratio, the Per Share Pathlore Preferred Stock Preference, the Aggregate Common Consideration, the Aggregate Preferred Consideration, the SumTotal Share Value, the Aggregate Pathlore Common Stock Amount, the Aggregate Pathlore Common Cash Amount, the Aggregate Pathlore Preferred Stock Amount, the Aggregate Pathlore Preferred Cash Amount, the Total Outstanding Participating Shares, the Total Outstanding Pathlore Common Stock Company Units and the Total Outstanding Pathlore Preferred StockIn-the-Money Vested Options or other securities pursuant to Section 1.4 or Section 1.6; (f) the amount Unit General Escrow Contribution, Unit Litigation Escrow Contribution, Unit Representative Fund Contribution, Option General Escrow Contribution, Option Representative Fund Contribution, Aggregate Escrow Funding Percentage and Unit Litigation Funding Percentage of Merger Cash payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such Persons Indemnifying Securityholder and Indemnifying Founder, as applicable (and in percentage and dollar termstogether with each Indemnifying Securityholder’s Unit Escrow Funding Percentage, the amount of cash required to be deducted and withheld from such Persons for taxesOption Escrow Funding Percentage, and if such deduction and withholding applies to particular cash payments or installmentseach Indemnifying Founder’s Unit Litigation Funding Percentage, the amount required for each such payment or installmentseparately listed); (g) the amount of Merger Stock payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by whether a Person is an Installment Party and if so, such PersonsPerson’s Unit Installment Amount; (h) the number of shares of SumTotal Parent Common Stock subject to underlying each holder’s Substitute Options and exercise price Replacement RSUs, (i) the amount of each SumTotal Option issuable the applicable required Tax withholdings as of the date the Spreadsheet is provided attributable to each holder of Pathlore Options Company Units, Company Options, Company RSUs, Retention RSUs and Company Restricted Units; (and in percentage and dollar termsj) the aggregate amount of all outgoing wires to the Payment Agent, the amount Company and any of cash or options required its Subsidiaries in respect of payments to be deducted made to holders of Company Units and withheld from such Persons for taxesIn-The-Money Vested Options, and if such deduction and withholding applies to particular vesting installmentsas applicable, the amount required for each such installment)Escrow Agent and any third-party in respect of the payment of Third Party Expenses; and (ik) such other information relevant thereto or which Parent may reasonably request at least five Business Days before the Proportionate Interest of each Pathlore Stockholder as of Closing Date (the Effective Time in terms of both dollars and SumTotal Common Stock“Spreadsheet”).

Spreadsheet. Pathlore has prepared The Company shall prepare and delivered deliver to SumTotal Acquiror, at or prior to the Closing, a spreadsheet set forth on Section 5.12 of the Pathlore Schedules (the “Spreadsheet”"SPREADSHEET"), in the form reasonably acceptable to Acquiror and the Exchange Agent, which sets forth, and at the Closing Date spreadsheet shall be updated and completed and certified by the Chief Executive Officer of Pathlore as true, complete and correct as of the Closing Date, and 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 Effective Time: (a) the names of all the Pathlore StockholdersCompany Shareholders, holders Company Optionholders and Company Warrantholders and most recently provided address shown on the books and records of Pathlore Options and Pathlore Warrants and their respective addresses the Company and where available, taxpayer identification numbers; (b) the number and kind of shares of Pathlore Company Capital Stock held by, or subject to the Pathlore Company Options or Pathlore and/or Company Warrants held by by, such Persons and, in the case of outstanding shares, the respective certificate numbers, and in the case of outstanding options or warrants, the respective option or warrant numbers; (c) the exercise price per share in effect for each Pathlore Company Option or Pathlore and Company Warrant; (d) the vesting status and schedule with respect to Pathlore all Company Options and Pathlore Company Warrants; (e) the Disclosed Excess Expense Amount, Tax status of each Company Option under Section 422 of the Merger Cash Amount, each Pathlore Stockholder’s Proportionate Interest Code or comparable laws in the Expense Reimbursement Amount, the Option Exchange Ratio, the Per Share Pathlore Preferred Stock Preference, the Aggregate Common Consideration, the Aggregate Preferred Consideration, the SumTotal Share Value, the Aggregate Pathlore Common Stock Amount, the Aggregate Pathlore Common Cash Amount, the Aggregate Pathlore Preferred Stock Amount, the Aggregate Pathlore Preferred Cash Amount, the Total Outstanding Participating Shares, the Total Outstanding Pathlore Common Stock and the Total Outstanding Pathlore Preferred Stockapplicable jurisdictions; (f) the amount calculation of the Acquiror Share Price, Other Escrow Cash, Securityholders Escrow Cash, Participating Common Stock, Company Series B Stock (including, assuming the conversion into Company Common Stock), Company Series C Stock (including, assuming the conversion into Company Common Stock), Option Exchange Ratio, Common Cash Amount Per Share, Series A Liquidation Preference Per Share, Series B Liquidation Preference Per Share, Series C Liquidation Preference Per Share, Total Merger Cash payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such Persons (Consideration, Total Common Consideration, Total Series A Liquidation Preference, Total Series B Liquidation Preference and in percentage and dollar terms, the amount of cash required to be deducted and withheld from such Persons for taxes, and if such deduction and withholding applies to particular cash payments or installments, the amount required for each such payment or installment)Total Series C Liquidation Preference; (g) the amount of Merger Stock payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such Persons; (h) the number of shares of SumTotal Common Stock Acquiror Shares subject to and exercise price of each SumTotal Acquiror Option issuable to each holder of Pathlore Company Optionholder holding Assumed Options (and in percentage and dollar terms, the amount of cash or options required to be deducted and withheld from such Persons for income, payroll and other taxes); (h) a schedule that lists each Cashed Out Option, including the exercise price of each such option and if the amount of cash to be paid to the holder of each Cashed Out Option at the Closing (and amount of cash or options required to be deducted and withheld from such deduction holder for income, payroll and withholding applies other taxes); (i) a schedule that lists each Cash Out Warrant, including the exercise price of each such warrant and the amount of cash to particular vesting installmentsbe paid to the holder of each Cash Out Warrant at the Closing (and amount of cash or warrants required to be deducted and withheld from such holder for taxes); (j) a list of the names of the Other Escrow Participants, the amount required for Pro Rata Share of each such installment)Other Escrow Participant and the interest in dollar terms of each Other Escrow Participant Holder in the Other Escrow Cash; (k) the Pro Rata Share of each Effective Time Holder and the interest in dollar terms of each Effective Time Holder in the Securityholder Escrow Cash and the Expense Fund; and (il) the Proportionate Interest of each Pathlore Stockholder as calculations of the Effective Time in terms of both dollars Adjusted Aggregate Other Escrow Participants Percentage, Adjusted Transaction Expenses, Other Escrow Participants Pro Rata Percentage, Other Escrow Participants Percentage, Securityholders Pro Rata Percentage and SumTotal Common StockAggregate Securityholder Percentage.

Spreadsheet. Pathlore (a) TopCo has prepared and delivered to SumTotal Buyer a spreadsheet set forth on Section 5.12 in substantially the form of the Pathlore Schedules Annex V attached hereto (the “Payment Spreadsheet”)) setting forth the following information, which sets forth, and at the Closing Date shall be updated and completed and certified by the Chief Executive Officer of Pathlore as true, complete and correct as in a form reasonably satisfactory to Buyer: (i) a calculation of the Closing Date, Initial Merger Consideration and dated as of the Closing Date each component thereof; and shall set forth as of the Closing Date and immediately prior (ii) with respect to the Effective Timeeach TopCo Seller: (aA) the names name and address of all the Pathlore Stockholderssuch TopCo Seller, holders of Pathlore Options and Pathlore Warrants and their respective addresses and where available, taxpayer identification numbers; (bB) the number and kind class of all shares of Pathlore Capital TopCo Stock held by, or subject to the Pathlore Options or Pathlore Warrants held by such Persons andTopCo Seller, in the case of outstanding shares, the respective certificate numbers, and in the case of outstanding options or warrants, the respective option or warrant numbers; (cC) the exercise price per share portion of the Cash Consideration (as defined in effect for each Pathlore Option or Pathlore Warrant; 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, (dD) the vesting status 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 schedule with respect to Pathlore the Options and Pathlore Warrants; held by such TopCo Seller as set forth on the Payment Spreadsheet, (eE) the Disclosed Excess Expense Amountnumber 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 Merger 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, each Pathlore Stockholder(G) such TopCo Seller’s Proportionate Interest in the Expense Reimbursement AmountPro Rata Portion, the Option Exchange Ratio, the Per Share Pathlore Preferred Stock Preference, the Aggregate Common Consideration, the Aggregate Preferred Consideration, the SumTotal Share Value, the Aggregate Pathlore Common Stock Amount, the Aggregate Pathlore Common Cash Amount, the Aggregate Pathlore Preferred Stock Amount, the Aggregate Pathlore Preferred Cash Amount, the Total Outstanding Participating Shares, the Total Outstanding Pathlore Common Stock and the Total Outstanding Pathlore Preferred Stock; (fH) the amount of any required withholding on account of Taxes with respect to such TopCo Seller’s share of the Merger Cash payable 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 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 Pathlore Stockholder such TopCo Seller in exchange for connection with the Pathlore Capital Stock held Closing, except as otherwise indicated in any update delivered to Buyer by such Persons (and the Sellers’ Representative to reflect any assignments or other changes in percentage and dollar terms, the amount of cash required to be deducted and withheld from such Persons for taxes, and if such deduction and withholding applies to particular cash payments or installments, the amount required for factual information. Upon Buyer making each such aggregate payment or installment); (g) issuance of Buyer Common Stock, required of it under this Agreement to the amount of Merger Stock payable TopCo Seller in accordance with the final Payment Spreadsheet delivered by the Sellers’ Representative prior to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by Closing as provided herein, Buyer shall have fulfilled its obligations with respect to such Persons; (h) payments and issuances, as applicable. Buyer shall have, neither directly nor indirectly through the number of shares of SumTotal Common Stock subject Surviving Corporation following the Closing, no liability whatsoever with respect to and exercise price of each SumTotal Option issuable to each holder of Pathlore Options (and in percentage and dollar terms, the amount of cash or options required to be deducted and withheld from such Persons for taxes, and if such deduction and withholding applies to particular vesting installments, the amount required for each such installment); and (i) the Proportionate Interest of each Pathlore Stockholder as allocation of the Effective Time distribution of the payments of the Merger Consideration among the TopCo Sellers. (c) No party to this Agreement shall take any tax or other position that is contrary to the allocations set forth in terms of both dollars and SumTotal Common Stock.the Payment Spreadsheet unless otherwise required by Applicable Law 2.7

Spreadsheet. Pathlore has prepared The Company shall prepare and delivered deliver to SumTotal Acquiror, at or prior to the Closing, a spreadsheet set forth on Section 5.12 of the Pathlore Schedules (the “Spreadsheet”)) in the form provided by Acquiror prior to the Closing, which sets forthreasonably acceptable to Acquiror and the Exchange Agent, and at the Closing Date shall be updated and completed and certified by the Chief Executive Officer of Pathlore as true, complete and correct as or President of the Closing DateCompany, and which spreadsheet shall be dated as of the Closing Date and shall set forth forth, as of the Closing Date and immediately prior to the First Effective Time: Time (in addition to the other required data and information specified therein): (a) the names of all the Pathlore Company Stockholders, holders of Pathlore Options Company Optionholders and Pathlore Warrants Company Warrantholders and their respective addresses and where available, taxpayer identification numbers; (b) the number and kind of shares of Pathlore Company Capital Stock held byby such Persons, or the respective certificate numbers and whether such shares are Dissenting Shares; (c) the number and kind of shares of Company Capital Stock subject to the Pathlore Company Options or Pathlore and/or Company Warrants held by such Persons and, in or exercised by such Persons between the case of outstanding shares, Agreement Date and the respective certificate numbersClosing Date, and in the case of outstanding options, whether such options are or were incentive stock options or warrantsnon-qualified stock options under the Code and for exercised options, the respective option or warrant numbers; (c) the exercise price per share amount of reportable income for Tax purposes and/or amount required to be withheld for Taxes in effect for each Pathlore Option or Pathlore Warrantconnection with such exercises; (d) the vesting status and schedule with respect to Pathlore Options the aforementioned Company Options, Company Warrants and Pathlore WarrantsUnvested Company Shares and terms of the Company’s rights to repurchase such Unvested Company Shares (including the repurchase price payable per share under each Unvested Company Share); (e) the Disclosed Excess Expense Amountcalculation of the Acquiror Closing Stock Price, the Merger Company Net Working Capital Deficit, Company Net Working Capital Surplus, Fully-Diluted Company Shares, Fully-Diluted Vested Company Shares, Per Share Closing Cash Amount, each Pathlore Stockholder’s Proportionate Interest in the Expense Reimbursement Per Share Closing Share Amount, the Option Exchange Ratio, the Per Share Pathlore Preferred Stock PreferenceEscrow Share Amount, the Aggregate Common Total Closing Cash Consideration, the Aggregate Preferred Total Closing Share Consideration, the SumTotal Share Value, the Aggregate Pathlore Common Stock Amount, the Aggregate Pathlore Common Cash Amount, the Aggregate Pathlore Preferred Stock Amount, the Aggregate Pathlore Preferred Cash Amount, the Total Outstanding Participating Escrow Shares, the Total Outstanding Pathlore Common Stock Share Consideration, Unvested Company Options Per Share Value and the Total Outstanding Pathlore Preferred StockUnvested Company Options Aggregate Value; (f) the number of shares of Acquiror Common Stock (and cash in lieu of fractional shares) and amount of Merger Cash payable cash issuable to each Pathlore Company Stockholder and Company Optionholder in exchange for the Pathlore Company Capital Stock and Vested Company Options held by such Persons (and in percentage and dollar terms, including the amount of cash required to be deducted and withheld from such Persons for taxes, and if such deduction and withholding applies to particular cash payments or installments, the amount required for each such payment or installmentTaxes); (g) if a Company Stockholder holds Unvested Company Shares, the amount of Merger Stock Unvested Acquiror Shares or Unvested Acquiror Cash payable in respect of such Unvested Company Shares, the vesting schedule and associated vesting amounts for such Unvested Acquiror Shares or Unvested Acquiror Cash and the repurchase price payable with respect to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by share of such PersonsUnvested Acquiror Shares or each dollar of such Unvested Acquiror Cash; (h) the number of shares of SumTotal Common Stock subject to and exercise price of each SumTotal Option Acquiror RSUs issuable to each holder Company Optionholder in exchange for the Unvested Company Options held by such Persons and the vesting schedule and associated vesting amounts for such Acquiror RSUs; and (h) the Pro Rata Share of Pathlore Options (and in percentage and dollar termseach Effective Time Holder, the amount of cash or options required Escrow Shares to be deducted and withheld from such Persons for taxesdeposited into the Escrow Fund on behalf of each Effective Time Holder, and if such deduction and withholding applies to particular vesting installments, the amount required of any such Escrow Shares that are unvested (and the vesting schedule and associated vesting amounts for each such installmentunvested shares); and (i) the Proportionate Interest of each Pathlore Stockholder as of the Effective Time in terms of both dollars and SumTotal Common Stock.

Spreadsheet. Pathlore has prepared and delivered The Company will deliver to SumTotal Parent, at or prior to the Closing, a spreadsheet set forth on Section 5.12 of in form reasonably acceptable to Parent and the Pathlore Schedules (the “Spreadsheet”)Paying Agent, which sets spreadsheet will set forth, and at the Closing Date shall be updated and completed and certified by the Chief Executive Officer of Pathlore as true, complete and correct as of the Closing Date, the following information relating to holders of Company Capital Stock and dated as of the Closing Date and shall set forth as of the Closing Date and immediately prior to the Effective TimeCompany Options: (a) the names of all of the Pathlore Stockholders, holders of Pathlore Company Capital Stock and Company Options and Pathlore Warrants and their respective addresses and where availableto the Knowledge of the Company, taxpayer identification numbers; Tax domicile, (b) the number and kind of shares of Pathlore Company Capital Stock held by, or subject to the Pathlore Company Options or Pathlore Warrants held by such Persons and, in the case of outstanding shares, the respective certificate numbersnumbers or an indication that the shares are Book-Entry Shares, and in the case of outstanding options or warrants, the respective option or warrant numbers; (c) the aggregate Closing Per Share Preferred Consideration payable to each holder of Series A Preferred Stock, (d) the aggregate Closing Per Share Common Consideration payable to each holder of Company Common Stock, (e) the aggregate consideration payable to each holder of a Company Option pursuant to Section 2.8(a)(1), (f) the dollar amount of the Holdback Amount and the percentage of the Holdback Amount attributable to each holder of Company Capital Stock and In-Money Options, (g) the dollar amount of the Regular Indemnification Escrow Amount and the percentage of the Regular Indemnification Escrow Fund attributable to each holder of Company Capital Stock and Company Options who is an Escrow Participant, (h) the dollar amount of the Special Indemnification Escrow Amount and the percentage of the Special Indemnification Escrow Fund attributable to each holder of Company Capital Stock and Company Options who is an Escrow Participant, (i) the Escrow Pro Rata Portion and the Holdback Pro Rata Portion, (j) the amount of principal and interest owed by a Person to the Company under each Loan Outstanding, (k) whether or not each payment made under this Agreement is subject to Tax withholding (but not the amount of withholding thereof), (l) the date of grant and exercise price per share in effect for each Pathlore Option or Pathlore Warrant; Company Option, and (dm) the vesting status and schedule with respect to Pathlore Options and Pathlore Warrants; (e) the Disclosed Excess Expense AmountCompany’s calculations of Closing Consideration, the Merger Cash Amount, each Pathlore Stockholder’s Proportionate Interest in the Expense Reimbursement Amount, the Option Exchange Ratio, the Closing Per Share Pathlore Preferred Stock Preference, the Aggregate Common Consideration, the Aggregate Closing Per Share Preferred Consideration, the SumTotal Share ValueEstimated Closing Cash, the Aggregate Pathlore Estimated Closing Indebtedness, Estimated Merger Consideration, Estimated Positive Working Capital Adjustment or Estimated Negative Working Capital Adjustment (as applicable), Estimated Transaction Expenses, Fully Diluted Company Common Stock, Fully Diluted Company Common Stock Amountof Escrow Participants, Nominal Per Share Common Consideration and Nominal Per Share Preferred Consideration (the Aggregate Pathlore Common Cash Amount, the Aggregate Pathlore Preferred Stock Amount, the Aggregate Pathlore Preferred Cash Amount, the Total Outstanding Participating Shares, the Total Outstanding Pathlore Common Stock and the Total Outstanding Pathlore Preferred Stock; (f) the amount of Merger Cash payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such Persons (and in percentage and dollar terms, the amount of cash required to be deducted and withheld from such Persons for taxes, and if such deduction and withholding applies to particular cash payments or installments, the amount required for each such payment or installment“Spreadsheet”); (g) the amount of Merger Stock payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such Persons; (h) the number of shares of SumTotal Common Stock subject to and exercise price of each SumTotal Option issuable to each holder of Pathlore Options (and in percentage and dollar terms, the amount of cash or options required to be deducted and withheld from such Persons for taxes, and if such deduction and withholding applies to particular vesting installments, the amount required for each such installment); and (i) the Proportionate Interest of each Pathlore Stockholder as of the Effective Time in terms of both dollars and SumTotal Common Stock.

Spreadsheet. Pathlore has prepared and delivered to SumTotal Primaeva shall deliver a spreadsheet set forth on Section 5.12 of in substantially the Pathlore Schedules form attached hereto as Schedule 6.10 (as the same may be updated as described below, the “Spreadsheet”), which sets forth, and at the Closing Date spreadsheet shall be updated certified as complete and completed and certified correct by the Chief Executive Officer and Chief Financial Officer of Pathlore as true, complete and correct Primaeva as of the Closing Dateand which shall separately list, and dated as of the Closing Date Closing, (i) all Primaeva Stockholders and shall set forth Plan Participants, and as of the Closing Date and immediately prior to the Effective Time: (a) the names of all the Pathlore Stockholdersapplicable, holders of Pathlore Options and Pathlore Warrants and their respective addresses and where availableof record, taxpayer identification numbers; (b) the number and kind of shares of Pathlore Capital Stock held by, or subject to the Pathlore Options or Pathlore Warrants held by such Persons and, in the case of outstanding shares, the respective certificate numbers, and in the case of outstanding options or warrants, the respective option or warrant numbers; (c) the exercise price per share in effect for each Pathlore Option or Pathlore Warrant; (d) the vesting status and schedule with respect to Pathlore Options and Pathlore Warrants; (e) the Disclosed Excess Expense Amount, the Merger Cash Amount, each Pathlore Stockholder’s Proportionate Interest in the Expense Reimbursement Amount, the Option Exchange Ratio, the Per Share Pathlore Preferred Stock Preference, the Aggregate Common Consideration, the Aggregate Preferred Consideration, the SumTotal Share Value, the Aggregate Pathlore Common Stock Amount, the Aggregate Pathlore Common Cash Amount, the Aggregate Pathlore Preferred Stock Amount, the Aggregate Pathlore Preferred Cash Amount, the Total Outstanding Participating Shares, the Total Outstanding Pathlore Common Stock and the Total Outstanding Pathlore Preferred Stock; (f) the amount of Merger Cash payable to each Pathlore Stockholder in exchange for the Pathlore Primaeva Capital Stock held by such Persons persons (and in percentage and dollar termsincluding the respective certificate numbers), the date of acquisition of such shares, the amount of cash 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 two (2) Business Days prior to the Closing Date. The certification of the completeness and correctness of the Spreadsheet as of the Closing will be based on the assumption that there are no changes in the information required to be deducted set forth therein between the date of delivery and withheld from the Closing. Primaeva will use commercially reasonable efforts to avoid the occurrence of any such Persons for taxeschanges and will deliver an updated Spreadsheet, and if similarly certified, promptly after the occurrence of any such deduction and withholding applies changes; provided, however, that no updates may be made to particular cash payments or installmentsthe Spreadsheet after the Effective Time, except that the Securityholder Representative may update it to the extent necessary to reflect the release of the Indemnification Escrow Fund, the amount required for each such payment or installmentSecurityholder Representative’s Reserve and as contemplated under Section 2.7(a)(iii); (g) the amount of Merger Stock payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such Persons; (h) the number of shares of SumTotal Common Stock subject to and exercise price of each SumTotal Option issuable to each holder of Pathlore Options (and in percentage and dollar terms, the amount of cash or options required to be deducted and withheld from such Persons for taxes, and if such deduction and withholding applies to particular vesting installments, the amount required for each such installment); and (i) the Proportionate Interest of each Pathlore Stockholder as . Upon delivery of the Effective Time in terms of both dollars and SumTotal Common StockSpreadsheet, Schedule 2.7(a) shall be updated accordingly.

Spreadsheet. Pathlore has The Company will cause to be prepared and delivered to SumTotal Parent, at least five Business Days before the Closing, a spreadsheet set forth on Section 5.12 of spreadsheet, in a form reasonably acceptable to Parent and the Pathlore Schedules (the “Spreadsheet”)Payment Agent, which sets forth, dated and at the Closing Date shall be updated and completed and certified by the Chief Executive Officer of Pathlore as true, complete and correct as of the Closing Date, and dated as of the Closing Date and shall set setting forth as of the Closing Date and immediately prior the following information relating to the Effective Timeholders of Company Units, other securities convertible into Company Units, Company Options, Company RSUs, Retention RSUs and Company Restricted Units: (a) the names and addresses (including email addresses), to the extent practicable, of all the Pathlore Stockholders, holders of Pathlore Options and Pathlore Warrants and their respective addresses and where available, taxpayer identification numberssuch holders; (b) the number and kind type of shares of Pathlore Capital Stock Company Units or other securities held by, or subject to the Pathlore Options Company Options, Company RSUs, Retention RSUs or Pathlore Warrants Company Restricted Units held by by, such Persons and, in the case of outstanding shares, the respective certificate numbers, and in the case of outstanding options or warrants, the respective option or warrant numbersPersons; (c) the exercise price per share unit in effect as of the Closing Date for each Pathlore Option or Pathlore WarrantCompany Option; (d) the vesting status conversion price per unit in effect as of the Closing Date for any securities that are convertible into Company Units and schedule with respect to Pathlore Options and Pathlore Warrantsthe type of Company Units into which the securities are convertible; (e) the Disclosed Excess Expense Amount, cash amount payable to such holder in respect of the Merger Cash Amount, each Pathlore Stockholdercancellation of such holder’s Proportionate Interest in the Expense Reimbursement Amount, the Option Exchange Ratio, the Per Share Pathlore Preferred Stock Preference, the Aggregate Common Consideration, the Aggregate Preferred Consideration, the SumTotal Share Value, the Aggregate Pathlore Common Stock Amount, the Aggregate Pathlore Common Cash Amount, the Aggregate Pathlore Preferred Stock Amount, the Aggregate Pathlore Preferred Cash Amount, the Total Outstanding Participating Shares, the Total Outstanding Pathlore Common Stock Company Units and the Total Outstanding Pathlore Preferred StockIn-the-Money Vested Options or other securities pursuant to Section 1.4 or Section 1.6; (f) the amount Unit General Escrow Contribution, Unit Litigation Escrow Contribution, Unit Representative Fund Contribution, Option General Escrow Contribution, Option Representative Fund Contribution, Aggregate Escrow Funding Percentage and Unit Litigation Funding Percentage of Merger Cash payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such Persons Indemnifying Securityholder and Indemnifying Founder, as applicable (and in percentage and dollar termstogether with each Indemnifying Securityholder’s Unit Escrow Funding Percentage, the amount of cash required to be deducted and withheld from such Persons for taxesOption Escrow Funding Percentage, and if such deduction and withholding applies to particular cash payments or installmentseach Indemnifying Founder’s Unit Litigation Funding Percentage, the amount required for each such payment or installmentseparately listed); (g) the amount of Merger Stock payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by whether a Person is an Installment Party and if so, such PersonsPerson’s Unit Installment Amount; (h) the number of shares of SumTotal Parent Common Stock subject to underlying each holder’s Substitute Options and exercise price Replacement RSUs, (i) the amount of each SumTotal Option issuable the applicable required Tax withholdings as of the date the Spreadsheet is provided attributable to each holder of Pathlore Options Company Units, Company Options, Company RSUs, Retention RSUs and Company Restricted Units; (and in percentage and dollar termsj) the aggregate amount of all outgoing wires to the Payment Agent, the amount Company and any of cash or options required its Subsidiaries in respect of payments to be deducted made to holders of Company Units and withheld from such Persons for taxesIn-The-Money Vested Options, and if such deduction and withholding applies to particular vesting installmentsas applicable, the amount required for each such installment)Escrow Agent and any third-party in respect of the payment of Third Party Expenses; and (ik) such other information relevant thereto or which Parent may reasonably request at least five Business Days before the Proportionate Interest of each Pathlore Stockholder as of Closing Date (the Effective Time in terms of both dollars and SumTotal Common Stock.“Spreadsheet”). Section 4.11

Spreadsheet. Pathlore has prepared and delivered to SumTotal Reliant shall deliver a spreadsheet set forth on Section 5.12 of in substantially the Pathlore Schedules form attached hereto as Schedule 6.18 (as the same may be updated as described below, the “Spreadsheet”), which sets forth, and at the Closing Date spreadsheet shall be updated certified as complete and completed and certified correct by the Chief Executive Officer and Chief Financial Officer of Pathlore as true, complete and correct Reliant as of the Closing Dateand which shall separately list, and dated as of the Closing Date and shall set forth as of the Closing Date and immediately prior to the Effective Time: Closing, (ai) the names of all the Pathlore Stockholders, holders of Pathlore Options and Pathlore Warrants Reliant Stockholders and their respective addresses and where availableof record, taxpayer identification numbers; (b) the number and kind of shares of Pathlore Capital Stock held by, or subject to the Pathlore Options or Pathlore Warrants held by such Persons and, in the case of outstanding shares, the respective certificate numbers, and in the case of outstanding options or warrants, the respective option or warrant numbers; (c) the exercise price per share in effect for each Pathlore Option or Pathlore Warrant; (d) the vesting status and schedule with respect to Pathlore Options and Pathlore Warrants; (e) the Disclosed Excess Expense Amount, the Merger Cash Amount, each Pathlore Stockholder’s Proportionate Interest in the Expense Reimbursement Amount, the Option Exchange Ratio, the Per Share Pathlore Preferred Stock Preference, the Aggregate Common Consideration, the Aggregate Preferred Consideration, the SumTotal Share Value, the Aggregate Pathlore Common Stock Amount, the Aggregate Pathlore Common Cash Amount, the Aggregate Pathlore Preferred Stock Amount, the Aggregate Pathlore Preferred Cash Amount, the Total Outstanding Participating Shares, the Total Outstanding Pathlore Common Stock and the Total Outstanding Pathlore Preferred Stock; (f) the amount of Merger Cash payable to each Pathlore Stockholder in exchange for the Pathlore Reliant Capital Stock held by such Persons persons (and in percentage and dollar termsincluding the respective certificate numbers), the amount date of cash required acquisition of such shares, whether such shares of Reliant Capital Stock are Reliant Restricted Shares and, to be deducted and withheld from the extent such Persons for taxes, and if such deduction and withholding applies to particular cash payments or installmentsshares are Reliant Restricted Shares, the amount required for each such payment or installment); (g) the amount of Merger Stock payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such Persons; (h) applicable vesting schedule, the number of shares of SumTotal Thermage Common Stock subject to and exercise price of each SumTotal Option issuable be issued to each holder Reliant Stockholder and the amount of Pathlore Options (and in percentage and dollar termsthe Cash Consideration payable to such Reliant Stockholder, such Reliant Stockholder’s Pro Rata Portion, the amount of cash Escrow Cash that shall be contributed to the Indemnification Escrow Fund on behalf of such Reliant Stockholder and such other information relevant thereto or options 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 three (3) Business Days prior to the Closing Date. The certification of the completeness and correctness of the Spreadsheet as of the Closing will be based on the assumption that there are no changes in the information required to be deducted set forth therein between the date of delivery and withheld from the Closing. Reliant will use commercially reasonable efforts to avoid the occurrence of any such Persons for taxeschanges and will deliver an updated Spreadsheet, and if similarly certified, promptly after the occurrence of any such deduction and withholding applies changes; provided, however, that no updates may be made to particular vesting installments, the amount required for each such installment); and (i) the Proportionate Interest of each Pathlore Stockholder as of Spreadsheet after the Effective Time in terms of both dollars and SumTotal Common StockTime.

Spreadsheet. Pathlore has prepared The Company shall prepare and delivered deliver to SumTotal Acquirer, in accordance with Section 5.12, a spreadsheet set forth on Section 5.12 of the Pathlore Schedules (the “Spreadsheet”)) in form and substance reasonably satisfactory to Acquirer, which sets forth, and at the Closing Date spreadsheet shall be updated and completed and certified by the Chief Executive Officer of Pathlore as true, complete and correct as of the Closing Date, and 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 Effective TimeClosing: (ai) the names of all of the Pathlore Stockholders, holders of Pathlore Options and Pathlore Warrants Converting Holders and their respective addresses, e-mail addresses and and, where available, taxpayer identification numbers; , (bii) the number and kind class of shares of Pathlore Capital Stock held by, or subject to the Pathlore Options or Pathlore Warrants Company Units held by such Persons andConverting Holders, in the case of outstanding shares, the respective certificate numbers, and in the case of outstanding options or warrants, the respective option or warrant numbers; (c) the exercise price per share in effect for each Pathlore Option or Pathlore Warrant; (diii) the vesting status and schedule with respect to Pathlore Options Unvested Company Units and Pathlore Warrants; terms of the Company’s rights to repurchase such Unvested Company Units (eincluding the per unit repurchase price payable with respect thereto), (iv) the Disclosed Excess Expense Amountcalculation of Outstanding Company Units, Closing Per Unit Aggregate Value, Closing Per Unit Cash Consideration, Closing Cash Consideration, Closing Cash Consideration Percentage, Aggregate Threshold Value, Closing Per Unit Share Consideration, Closing Share Consideration, Closing Share Consideration Percentage, Parent Share Price, Pro Rata Share and Accredited Pro Rata Share, (v) for each Class B Unit holder, the Merger calculation of Class B Per Unit Aggregate Consideration, Class B Per Unit Cash AmountConsideration and Class B Per Unit Share Consideration, (vi) the calculation of aggregate cash amounts and number of Parent Ordinary Shares payable and issuable, respectively, to each Pathlore Stockholder’s Proportionate Interest in such Converting Holder pursuant to Section 1.3(a)(i) and Section 1.3(a)(ii) and the Expense Reimbursement Amounttotal estimated amount of Taxes to be withheld therefrom, (vii) for each Non-Accredited Converting Holder, the Option Exchange Ratiocalculation of Ineligible Parent Ordinary Shares and the portion of the Non-Accredited Additional Cash Payment payable to such Non-Accredited Converting Holder, (viii) for each Accredited Converting Holder, the Per calculation of such Accredited Converting Holder’s Accredited Pro Rata Share Pathlore Preferred Stock Preference, of the Aggregate Common Consideration, Non-Accredited Additional Cash Payment and the Aggregate Preferred Consideration, the SumTotal Share Value, the Aggregate Pathlore Common Stock Amount, the Aggregate Pathlore Common Cash Amount, the Aggregate Pathlore Preferred Stock Amount, the Aggregate Pathlore Preferred Cash Amount, the Total Outstanding Participating Additional Parent Ordinary Shares, the Total Outstanding Pathlore Common Stock and the Total Outstanding Pathlore Preferred Stock; (fix) the amount of Merger Cash payable vesting schedule with respect to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such Persons (and in percentage and dollar terms, the amount of cash required to be deducted and withheld from such Persons for taxes, and if such deduction and withholding applies to particular cash payments or installments, the amount required for each such payment or installment); (g) the amount of Merger Stock payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such Persons; (h) the number of shares of SumTotal Common Stock subject to and exercise price of each SumTotal Option Parent Ordinary Shares issuable to each holder Key Employee pursuant to Section 1.3(a), as set forth in the Share Restriction Agreement executed by such Key Employee, (x) the calculation of Pathlore Options (and in percentage and dollar terms, each Converting Holder’s Pro Rata Share of the amount of cash or options required to be deducted and withheld from such Persons for taxes, and if such deduction and withholding applies to particular vesting installments, the amount required for each such installment); Cash Escrow Amount and (ixi) the Proportionate Interest of each Pathlore Stockholder as of the Effective Time in terms of both dollars a funds flow memorandum setting forth applicable wire transfer instructions and SumTotal Common Stockother information reasonably requested by Acquirer.

Spreadsheet. Pathlore has prepared The Company shall deliver to Parent and delivered to SumTotal the Exchange Agent a spreadsheet set forth on Section 5.12 of the Pathlore Schedules (the “Spreadsheet”)) in a form acceptable to Parent, which sets forth, and at the Closing Date spreadsheet shall be updated certified as complete and completed and certified correct by the Chief Executive Officer of Pathlore as true, complete and correct the Company as of the Closing Date, and dated which shall include as of the Closing Date and shall set forth as of the Closing Date and immediately prior to the Effective TimeClosing: (ai) the names of all the Pathlore Stockholders, holders of Pathlore Options and Pathlore Warrants Shareholders and their respective addresses and where availableaddresses, taxpayer identification numbersindicating whether such holder is a current or former employee of the Company, or not; (b) the number and kind of shares of Pathlore Company Capital Stock held by, or subject to the Pathlore Options or Pathlore Warrants held by such Persons and, in the case of outstanding sharespersons (including whether such shares are Company Common Stock or Company Series A Preferred Stock, the respective certificate numbers; the date of acquisition of such shares; the formulas for the calculation of the percentage of Total Closing Cash Consideration, Total CY12 Earnout Consideration, Total CY13 Earnout Consideration and in any Escrow Release to be paid to such holder; and such other information relevant thereto or which Parent or the case of outstanding options or warrants, the respective option or warrant numbersExchange Agent may reasonably request; (cii) the exercise price per share in effect for each Pathlore Option or Pathlore Warrant; (d) the vesting status and schedule with respect to Pathlore all holders of Company Vested Options and Pathlore Warrants; (e) the Disclosed Excess Expense Amounttheir respective addresses, the Merger Cash Amount, each Pathlore Stockholder’s Proportionate Interest in the Expense Reimbursement Amount, the Option Exchange Ratio, the Per Share Pathlore Preferred Stock Preference, the Aggregate Common Consideration, the Aggregate Preferred Consideration, the SumTotal Share Value, the Aggregate Pathlore Common Stock Amount, the Aggregate Pathlore Common Cash Amount, the Aggregate Pathlore Preferred Stock Amount, the Aggregate Pathlore Preferred Cash Amount, the Total Outstanding Participating Shares, the Total Outstanding Pathlore Common Stock and the Total Outstanding Pathlore Preferred Stock; (f) the amount of Merger Cash payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such Persons (and in percentage and dollar terms, the amount of cash required to be deducted and withheld from such Persons for taxes, and if such deduction and withholding applies to particular cash payments or installments, the amount required for indicating whether each such payment holder is a current or installment)former employee of the Company or not; (g) the amount of Merger Stock payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such Persons; (h) the number of shares of SumTotal Company Common Stock subject underlying each such Company Vested Option; the grant dates of such Company Vested Options and the vesting arrangement with respect to such Company Vested Options and exercise indicating the strike price for each Company Vested Option; whether such Company Vested Options are incentive stock options or non-qualified stock options; the formulas for the calculation of each SumTotal Option issuable to each holder the portion of Pathlore Options (Total Closing Cash Consideration, Total CY12 Earnout Consideration, Total CY13 Earnout Consideration and in percentage and dollar terms, the amount of cash or options required any Escrow Release to be deducted paid with respect to such Company Option; and withheld from such Persons for taxes, and if other information relevant thereto or which Parent may reasonably request; (iii) the Parent Common Stock due to such deduction and withholding applies Effective Time Holders pursuant to particular vesting installments, the amount required for each such installment)Stock Consideration Agreements; and (iiv) the Proportionate Interest of each Pathlore Stockholder as formulas for calculation of the Effective Time in terms of both dollars and SumTotal Common StockBanker Contingent Fees. The Company shall deliver the Spreadsheet on or prior to the date three (3) Business Days prior to the Closing Date.

Spreadsheet. Pathlore has prepared The Company shall deliver to Acquiror and delivered to SumTotal the Exchange Agent a spreadsheet set forth on Section 5.12 of the Pathlore Schedules (the “Spreadsheet”)) substantially in the form attached hereto as Schedule 6.8, which sets forth, and at the Closing Date spreadsheet shall be updated certified as complete and completed and certified correct by the Chief Executive Officer and Chief Financial Officer of Pathlore as true, complete and correct the Company as of the Closing Dateand which shall include, and dated among other things, as of the Closing Date and shall set forth as of the Closing Date and immediately prior to the Effective Time: Closing, (ai) the names of all the Pathlore Stockholders, holders of Pathlore Options and Pathlore Warrants Selling Shareholders and their respective addresses and where availableas reflected in the Company’s records, taxpayer identification numbers; (b) indicating whether such holder is an employee or not an employee, the number and kind of shares of Pathlore Capital Stock held by, or subject to the Pathlore Options or Pathlore Warrants Company Shares held by such Persons and, in the case of outstanding sharespersons (including whether such shares are Company Ordinary Shares or Company Preferred Shares, the respective certificate numbers, and in whether such shares are subject to a repurchase right by the case of outstanding options or warrantsCompany (including, for each certificate, the respective option or warrant numbers; (cnumber of shares that are vested as of the Closing) and the exercise price per share in effect for liquidation preference applicable to each Pathlore Option or Pathlore Warrant; (d) the vesting status and schedule with respect to Pathlore Options and Pathlore Warrants; (e) the Disclosed Excess Expense AmountCompany Preferred Share), the Merger Cash Amount, each Pathlore Stockholder’s Proportionate Interest in the Expense Reimbursement Amountdate of acquisition of such shares, the Option Exchange Ratio, the Per Preferred Share Pathlore Initial Cash Distribution Amount applicable to each holder of Company Preferred Stock Preference, the Aggregate Common Consideration, the Aggregate Preferred Consideration, the SumTotal Share Value, the Aggregate Pathlore Common Stock Amount, the Aggregate Pathlore Common Cash Amount, the Aggregate Pathlore Preferred Stock Amount, the Aggregate Pathlore Preferred Cash Amount, the Total Outstanding Participating Shares, the Total Outstanding Pathlore Ordinary Share Initial Cash Distribution Amount applicable to each holder of Company Ordinary Shares, the number of Acquiror Common Stock and the Total Outstanding Pathlore Preferred Stock; (f) the amount of Merger Cash payable to be issued to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such Persons (and in percentage and dollar termsholder, the amount of cash required to be deducted and withheld from such Persons for taxes, and if such deduction and withholding applies to particular cash payments or installments, the amount required for each such payment or installment); (g) the amount of Merger Stock payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such Persons; (h) the number of shares of SumTotal Acquiror Common Stock subject to and exercise price be deposited into the Escrow Fund on behalf of each SumTotal holder, and such other information relevant thereto or which the Exchange Agent and/or the Escrow Agent may reasonably request, and (ii) all holders of Company Share Options and Company Warrants and their respective addresses, as reflected in the Company’s records, whether each such holder is an employee or not an employee, the number of shares of Company Ordinary Shares or Company Preferred Shares underlying each such Company Share Option issuable and Company Warrant, the grant dates of such Company Share Options and Company Warrants and the vesting arrangement with respect to such Company Share Options and Company Warrants and indicating, with respect to each holder of Pathlore Company Share Option, whether such Company Share Options (are incentive stock options or non-qualified stock options and in percentage and dollar terms, such other information relevant thereto or which Acquiror may reasonably request. The Company shall deliver the amount of cash or options required Spreadsheet three Business Days prior to be deducted and withheld from such Persons for taxes, and if such deduction and withholding applies to particular vesting installments, the amount required for each such installment); and (i) the Proportionate Interest of each Pathlore Stockholder as of the Effective Time in terms of both dollars and SumTotal Common StockClosing Date.

Spreadsheet. Pathlore has NMI will cause to be prepared and delivered to SumTotal Buyer, five (5) Business Days before the Closing, a spreadsheet spreadsheet, in the form set forth on Section 5.12 of the Pathlore Schedules (the “Spreadsheet”)Exhibit D, which sets forth, dated and at the Closing Date shall be updated and completed and certified by the Chief Executive Officer of Pathlore as true, complete and correct as of the Closing Date, and dated as of the Closing Date and shall set setting forth as of the Closing Date Closing, the following factual information relating to holders of NMI Capital Stock and immediately prior to the Effective Timesecurities convertible into or exchangeable for NMI Capital Stock: (a) the names and addresses of all the Pathlore Stockholders, Rights Holders and holders of Pathlore Options and Pathlore Warrants and their respective addresses and where available, taxpayer identification numbersUnvested Options; (b) the number and kind of shares of Pathlore NMI Capital Stock held by, or the number and series of each share of NMI Preferred Stock held by, the number of shares of NMI Capital Stock subject to the Pathlore NMI Stock Options (and whether such NMI Stock Options are Vested Options or Pathlore Unvested Options) held by, the number of shares of NMI Capital Stock subject to Warrants held by by, and the number of shares of NMI Capital Stock subject to Convertible Debt held by, such Persons and, in the case of outstanding shares, the respective certificate numbers, and in the case of outstanding options or warrants, the respective option or warrant numbers; (c) the exercise exercise, warrant or conversion price per share in effect for each Pathlore Option or Pathlore WarrantStock Option, Warrant and Convertible Debt; (d) the vesting status Per Share Common Aggregate Consideration, Per Share Series A Aggregate Consideration, Per Share Series B Aggregate Consideration, Per Share Series C Aggregate Consideration, Per Share Series D Aggregate Consideration, Per Share Series 1 Aggregate Consideration, Per Share Vested Option Net Aggregate Consideration, Common Warrant Net Aggregate Consideration, Series D Warrant Net Aggregate Consideration, and schedule with respect to Pathlore Options and Pathlore WarrantsSeries A Warrant Net Aggregate Consideration; (e) the Disclosed Excess Expense Amount, the Merger Cash Amount, each Pathlore Stockholder’s Proportionate Interest in the Expense Reimbursement Amount, the Option Exchange Ratio, the Per Share Pathlore Preferred Stock Preference, the Aggregate Common Closing Consideration, the Aggregate Preferred Per Share Series A Closing Consideration, the SumTotal Per Share ValueSeries B Closing Consideration, the Aggregate Pathlore Common Stock AmountPer Share Series C Closing Consideration, the Aggregate Pathlore Common Cash AmountPer Share Series D Closing Consideration, the Aggregate Pathlore Preferred Stock Amount, the Aggregate Pathlore Preferred Cash Amount, the Total Outstanding Participating Shares, the Total Outstanding Pathlore Common Stock and the Total Outstanding Pathlore Preferred StockPer Share Series 1 Closing Consideration; (f) the amount of Merger Cash payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such Persons (and in percentage and dollar termsPer Share Common Escrow Amount, the amount of cash required to be deducted and withheld from such Persons for taxesPer Share Series A Escrow Amount, Per Share Series B Escrow Amount, Per Share Series C Escrow Amount, Per Share Series D Escrow Amount, Per Share Series 1 Escrow Amount, Per Share Vested Option Escrow Amount, Common Warrant Escrow Amount, Series D Warrant Escrow Amount, and if such deduction and withholding applies to particular cash payments or installments, the amount required for each such payment or installment)Series A Warrant Escrow Amount; (g) the amount of Merger Stock payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such PersonsPer Share Common Representative Expense Amount, Per Share Series A Representative Expense Amount, Per Share Series B Representative Expense Amount, Per Share Series C Representative Expense Amount, Per Share Series D Representative Expense Amount, Per Share Series 1 Representative Expense Amount, Per Share Vested Option Representative Expense Amount, Common Warrant Representative Expense Amount, Series D Warrant Representative Expense Amount, and Series A Warrant Representative Expense Amount; (h) the number of shares of SumTotal Common Stock subject to and exercise price of each SumTotal Option issuable to each holder of Pathlore Options (and in percentage and dollar terms, the amount of cash or options required to be deducted and withheld from such Persons for taxes, and if such deduction and withholding applies to particular vesting installments, the amount required for each such installment)Fully-Diluted Shares; and (i) the Proportionate Interest aggregate portion of the Aggregate Merger Consideration issuable to each Pathlore Stockholder Rights Holder in exchange for the NMI Capital Stock, Vested Options, Warrants and Convertible Debt held by such Persons; (j) the portion of the Aggregate Merger Consideration payable in cash at the Closing to each Rights Holder in exchange for the NMI Capital Stock, Vested Options, Warrants and Convertible Debt held by such Persons; (k) the portion of the Escrow Amount and the Representative Expense Amount for which Rights Holder is responsible; (l) each Rights Holder’s Pro Rata Share (calculated as of the Effective Time Closing Date); (m) the calculation of the First Earnout Per Share Payment and Second Earnout Per Share Payment payable to participating Rights Holders, assuming the earnout is earned in terms full; (n) the number or fraction of both dollars shares of NMI Common Stock into which a share of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred and SumTotal Common Series 1 Preferred can be converted; and (o) the withholding Tax, if any, applicable to the payment to each Rights Holder of their respective portion of (i) the Aggregate Merger Consideration payable at Closing, (ii) the Escrow Amount, and (iii) the Representative Expense Amount in exchange for the NMI Capital Stock, Vested Options, Warrants and Convertible Debt held by such Persons (the “Spreadsheet”). Buyer shall be fully and unconditionally entitled to rely upon, without further investigation or inquiry, and shall only make payments under this Agreement in accordance with, and shall have no liability for, any inaccuracies or misstatements contained in, the Spreadsheet. Each Rights Holder expressly and forever hereby waives and releases Buyer from any such liability, whether arising in contract, tort or otherwise, related to or arising from the calculations and determinations set forth in the Spreadsheet to the extent that Buyer makes payments thereunder consistent with the Spreadsheet.

Spreadsheet. Pathlore has prepared The Company shall prepare and delivered deliver to SumTotal Purchaser, a spreadsheet 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 Section 5.12 of any such draft or final certificate. The Company shall prepare and deliver to Purchaser, at or prior to the Pathlore Schedules Closing, a spreadsheet (the “Spreadsheet”)) in the form provided by Purchaser prior to the Closing, reasonably acceptable to Purchaser, which sets forth, and at the Closing Date spreadsheet shall be updated and completed and certified by the Chief Executive Officer of Pathlore as true, complete and correct as of the Closing Date, and 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 Effective TimeClosing: (a) the names name of all the Pathlore Stockholders, Selling Shareholders and Company Option holders as of Pathlore Options and Pathlore Warrants the Agreement Date and their respective addresses and where available, taxpayer identification numbers; (b) the number and kind of shares of Pathlore Capital Stock Company Shares held by, or subject to the Pathlore Company Options or Pathlore Warrants held by by, such Persons and, in the case of outstanding shares, the respective certificate numbers, ; and in the case of outstanding options or warrants, the respective option or warrant numbers; (c) the exercise price per share in effect for each Pathlore Option or Pathlore Warrant; (d) the vesting status calculation of the number of Purchaser Securities to be delivered to each Selling Shareholder (including whether and schedule with respect to Pathlore Options and Pathlore Warrants; (e) the Disclosed Excess Expense Amount, the Merger Cash Amount, each Pathlore Stockholder’s Proportionate Interest in the Expense Reimbursement Amount, the Option Exchange Ratio, the Per Share Pathlore Preferred Stock Preference, the Aggregate Common Consideration, the Aggregate Preferred Consideration, the SumTotal Share Value, the Aggregate Pathlore Common Stock Amount, the Aggregate Pathlore Common Cash Amount, the Aggregate Pathlore Preferred Stock Amount, the Aggregate Pathlore Preferred Cash Amount, the Total Outstanding Participating Shares, the Total Outstanding Pathlore what extent such Purchaser Shares will consist of Purchaser Common Stock and the Total Outstanding Pathlore Purchaser Series A Preferred Stock; (f) the amount of Merger Cash payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such Persons (and in percentage and dollar terms, the amount of cash required to be deducted and withheld from such Persons for taxes, and if such deduction and withholding applies to particular cash payments or installments, the amount required for each such payment or installment); (g) the amount of Merger Stock payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such Persons; (h) the number of shares of SumTotal Purchaser Common Stock subject to and exercise price of be delivered to each SumTotal 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 each holder the Purchaser. B = The sum of Pathlore Options (and in percentage and dollar terms, the amount of cash or options required to be deducted and withheld from such Persons for taxes, and if such deduction and withholding applies to particular vesting installments, the amount required for each such installment); and (i) the Proportionate Interest total shares of each Pathlore Stockholder as Purchaser Common Stock and portion of the Effective Time warrants as set forth in terms of both dollars the Spreadsheet, and SumTotal Common Stock(ii) the Purchaser Securities. C = B (as set forth above) less the Purchaser Securities issuable to the Purchaser.