Common use of Spreadsheet Clause in Contracts

Spreadsheet. The Company shall prepare and deliver to Acquirer, at least two Business Days prior to the Closing, a spreadsheet (the “Spreadsheet”), in draft form, reasonably acceptable to Acquirer, 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 Effective Time: (a) the names of all the Company Convertible Noteholders, the Company Stockholders and Company Optionholders and their respective addresses and where available, taxpayer identification numbers; (b) the number, kind of shares and classification as Employee Capital Stock or Non-Employee Capital Stock of Company Capital Stock held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of Company Capital Stock subject to and the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to Company Options and unvested Company Capital Stock and terms of the Company’s rights to repurchase such unvested Company Capital Stock (including the repurchase price payable per share under each share of unvested Company Capital Stock); (e) the Tax status of each Company Option under Section 422 of the Code; (f) the calculation of the Fully-Diluted Company Common Stock, Employee Closing Payment Per Share, Non-Employee Closing Payment Per Share, Merger Consideration, and Option Payment per In the Money Option; and (g) the total amount of Taxes to be withheld from the Merger Consideration that each Company Securityholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.8.

Spreadsheet. The Company shall prepare and deliver to Acquirer, at least two Business Days At or prior to the Closing, the Company shall deliver to Acquirer a spreadsheet (the “Spreadsheet”), ) in draft form, form and substance reasonably acceptable satisfactory to Acquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition information, as of immediately prior to the other required data Closing: (a) with respect to each Shareholder: (i) the name, address and information specified therein)email address of record; (ii) the number of Shares held, by class; (iii) the Per Shareholder Stock Consideration and the Company’s good faith estimate as of the Closing Date and immediately prior to of the Effective Time: (a) the names of all the Company Convertible Noteholders, the Company Stockholders and Company Optionholders and their respective addresses and where available, taxpayer identification numbers; (b) the number, kind of shares and classification as Employee Capital Stock or Non-Employee Capital Stock of Company Capital Stock held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of Company Capital Stock subject to Per Shareholder Consideration and the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to Company Options and unvested Company Capital Stock and terms of the Company’s rights to repurchase Per Shareholder Cash Consideration such unvested Company Capital Stock (including the repurchase price payable per share under each share of unvested Company Capital Stock); (e) the Tax status of each Company Option under Section 422 of the Code; (f) the calculation of the Fully-Diluted Company Common Stock, Employee Closing Payment Per Share, Non-Employee Closing Payment Per Share, Merger Consideration, and Option Payment per In the Money Option; and (g) the total amount of Taxes to be withheld from the Merger Consideration that each Company Securityholder immediately prior to the Effective Time Shareholder is entitled to receive pursuant to Section 1.81.1(a) on an aggregate basis for all Shares and the portion of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at the Closing pursuant to Section 1.3(b)(i); (iv) the amount to be contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; and (v) whether such holder, with respect to its Shares, is subject to withholding as wages or compensation, and the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.5(c) from the consideration that such holder is entitled to receive pursuant to Section 1.1(a); (b) with respect to each Promised Company Optionholder: (i) the name, address and email address of record; (ii) the number of Promised Company Options held; (iii) the exercise price per share and the number of shares subject to such Promised Company Options; (iv) the amount to be economically contributed to the Indemnity Holdback Amount the Purchase Price Adjustment Amount and the Expense Fund; (v) the Company’s good faith estimate of the consideration such holder is entitled to receive pursuant to Section 1.1(c)(i); and (vi) the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the consideration that such holder is entitled to receive pursuant to Section 1.1(c)(i); (c) with respect to each VSOP Holder: (i) the name, address and email address of record; (ii) the number of VSOPs held by each VSOP Holder; (iii) a good faith estimate as of the Closing of the VSOP Payments to each VSOP Holder; (iv) the amount to be economically contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, and the Expense Fund; and (v) the Company’s good faith estimate as of the Closing of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the payment that such VSOP Holder is entitled to receive pursuant to Section 1.3(d); (d) calculations of the Company’s good faith estimate as of the Closing of the Cash Consideration (the “Estimated Cash Consideration”); (e) each Indemnifying Party’s Pro Rata Share for General Claims and Fundamental Claims; and (f) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer. The parties hereto agree that Acquirer and Holdco shall be entitled to rely (without investigation) on the Spreadsheet and shall not be responsible or liable to any Person for the calculations in the Spreadsheet or for the accuracy of any payments to the extent made in accordance with the Spreadsheet.

Spreadsheet. The Company shall prepare and deliver to AcquirerPurchaser, at least two Business Days prior to the Closingin accordance with Section 6.11, a spreadsheet (the “Spreadsheet”), ) in draft form, form and substance reasonably acceptable satisfactory to AcquirerPurchaser, 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 Effective TimeClosing: (a) the names of all of the Company Convertible Noteholders, the Company Stockholders and Company Optionholders Selling Securityholders and their respective addresses and where availablee-mail addresses (to the extent known), taxpayer identification numbers; (b) the number, kind number and type of shares and classification as Employee Capital Stock or Non-Employee Capital Stock of Company Capital Stock held by, or subject to the Company Options held by, such Persons Selling Securityholders and, in the case of outstanding shares, the respective certificate numbers; , and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereof, (c) the number of shares of Company Capital Stock subject to and the exercise price per share in effect (i) for each Company Option; (d) the vesting status Option that was exercised, whether it was early exercised, and schedule with respect to Company Options and unvested Company Capital Stock and terms of the Company’s rights to repurchase such unvested Company Capital Stock (including the repurchase price payable per share under each share of unvested Company Capital Stock); (e) the Tax status of each such Company Option under Section 422 of the Code; , the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the Fully-Diluted Company Common Stockaggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Employee Closing Payment Per ShareSection 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), Non-Employee Closing Payment Per Shareassuming paid in all cash pursuant to the terms of Section 1.5(c)), Merger Consideration, and Option Payment per In the Money Option; and (g) the total calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of Taxes any indebtedness to the Company owed by such Selling Securityholder and to be withheld deducted from such Selling Securityholder’s applicable portion of the Merger Consideration that each Company Securityholder immediately prior Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Effective Time is entitled Purchaser at the Closing and any other payments to receive pursuant be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to Section 1.8be incurred in the future).

Spreadsheet. The Company shall prepare and deliver to Acquirer, at least two Business Days prior to the Closingin accordance with Section 5.13, a spreadsheet an excel workbook (the “Spreadsheet”), ) in draft form, form and substance reasonably acceptable satisfactory to Acquirer, 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 reasonably requested by Acquirer or otherwise requested therein), as of the Closing Date and immediately prior to the Effective Time: Closing: (a) the names of all the of Company Convertible Noteholders, the Company Stockholders and Company Optionholders Securityholders and their respective addresses and where availableaddresses, taxpayer identification numbers; e-mail addresses; (b) the number, kind number and type of shares and classification as Employee Capital Stock or Non-Employee Capital Stock of Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Persons Company Securityholder and, in the case of outstanding shares, the respective certificate numbers; ; (c) the number of shares of Company Capital Stock subject to and the exercise price per share in effect (if any) for each Company Option; Option and Company Warrant; (d) the vesting status and schedule with respect to Company Options Options, Company Warrants and unvested Unvested Company Capital Stock Shares and terms of the Company’s rights to repurchase such unvested Unvested Company Capital Stock Shares (including the per share repurchase price payable per share under each share of unvested Company Capital Stockwith respect thereto); ; (e) for each Company Option that was early exercised, the Tax status of each such Company Option under Section 422 of the Code; , the date of such exercise and the applicable exercise price; (f) the calculation of the Fully-Diluted Company Common Stock, Employee Closing Payment Per Share, Non-Employee Closing Payment Per Share, Merger Consideration, Share Cash Consideration and Option Payment per In the Money Option; and Acquirer Stock Price; (g) the total amount calculation of aggregate cash amounts payable to each such Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv) and in each case whether or not Taxes are required to be withheld from therefrom; (h) the Merger Consideration that vesting schedule with respect to the aggregate cash amounts payable to each Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv), as set forth in the Equity Agreement and/or the Option Consent, as applicable, executed by such Indemnifying Holder; (i) the calculation of each Indemnifying Holder’s Pro Rata Share of the Indemnity Escrow Amount and the Expense Fund Amount; (j) the number of Company Options held by each Company Securityholder Optionholder immediately prior to the Effective Time is entitled (including a breakdown of the number of Cash-Out Options held by such Company Optionholder), the Exchange Ratio used to receive calculate the number of Acquirer Common Stock shares issuable to such Company Optionholder in respect of his or her Company Options under Section 1.3(a)(iii)(B) and in each case applicable backup therefor and a calculation of the number of shares of Acquirer Common Stock into which each such Company Option will be convertible after assumption by Acquirer pursuant to the terms and conditions set forth in Section 1.81.3(a)(iii)(B) and the applicable exercise price for such Company Option after such assumption by Acquirer; and (k) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer.

Spreadsheet. The Prior to the Closing Date, the Company shall prepare and deliver to AcquirerParent, at least two Business Days prior to the Closing, Stockholder Representative and the Paying Agent a spreadsheet (the “Spreadsheet”), ) in draft form, a form reasonably acceptable to Acquirerthe Paying Agent and Parent, provided, however, that at any time prior to the Closing Date, the Company may deliver to Parent, the Stockholder Representative and the Paying Agent a revised or updated Spreadsheet to reflect new facts and circumstances occurring after the delivery of a previous Spreadsheet (in which event such revised or updated spreadsheet shall be deemed to be the Spreadsheet for all purposes of and under this Agreement), which spreadsheet shall be dated certified as complete, correct and in accordance with the Charter Documents by the Chief Financial Officer of the Company (such certification, the “Spreadsheet Certificate”) as of the Closing Date and which shall set forth all of the following information (in addition to the include, among other required data and information specified therein)things, as of the Closing Date Closing: with respect to each Company Stockholder and immediately prior Company Optionholder (i) such Person’s address where all amounts payable to such Company Stockholder or holder of Company Options pursuant to this Agreement shall be mailed and, if available to the Effective Time: Company, social security number (a) the names of all the Company Convertible Noteholders, the Company Stockholders and Company Optionholders and their respective addresses and where available, taxpayer or tax identification numbers; (b) the number, kind of shares and classification as Employee Capital Stock or Non-Employee Capital Stock of Company Capital Stock held byapplicable), or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (cii) the number of shares of Company Capital Stock subject to and the exercise price per share in effect for each Company Option; held by such Person, (diii) the vesting status and schedule with respective certificate number(s) representing such shares, (iv) the respective date(s) of acquisition of such shares, (v) the Closing Per Share Amount applicable to such Person, (vi) the portion of the Closing Cash Payment to be paid to such Person at the Closing in respect to Company Options and unvested of such shares of Company Capital Stock or Company Options pursuant to ARTICLE I, (vii) the estimated portion of the Special Payment to be paid to such Person at the time indicated in Section 5.18 in respect of such shares of Company Capital Stock or Company Options, (viii) the portion of the amount otherwise payable to such Company Stockholder and/or Company Optionholder that is required to withheld by the Company under applicable Tax withholding laws, (ix) such Company Stockholder or Company Optionholder’s Pro Rata Portion of the maximum Earn-Out Amount; (x) the identification of any shares that were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and terms whether such election under Section 83(b) of the Code was timely made and (xi) such other information relevant thereto or that Parent or the Paying Agent may reasonably request. The Spreadsheet shall also set forth the Company’s rights to repurchase such unvested Company Capital Stock (including the repurchase price payable per share under each share of unvested Company Capital Stock); (e) the Tax status of each Company Option under Section 422 Indebtedness for borrowed money as of the Code; (f) the calculation of the Fully-Diluted Company Common Stock, Employee Closing Payment Per Share, Non-Employee Closing Payment Per Share, Merger Consideration, and Option Payment per In the Money Option; and (g) the total amount of Taxes to be withheld from the Merger Consideration that each Company Securityholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.8Date.

Spreadsheet. The Prior to the Closing, the Company shall prepare and deliver to Acquirer, at least two Business Days prior to the Closing, Acquirer a spreadsheet (the “Spreadsheet”), ) in draft form, form and substance reasonably acceptable satisfactory to Acquirer, 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 Effective TimeClosing: (ai) the names of all of the Company Convertible Noteholders, the Company Stockholders and Company Optionholders Securityholders and their respective addresses, e-mail addresses and and, where available, taxpayer identification numbers; (bii) the number, kind of shares number and classification as Employee Capital Stock or Non-Employee Capital Stock type of Company Capital Stock Shares held by, or subject to the Company Options held by, such Persons Company Securityholders and, in the case of outstanding shares, the respective certificate numbers; (ciii) the number of shares of Company Capital Stock Shares subject to and the exercise price per share in effect for each Company Option; (div) the vesting status and schedule with respect to Company Options and unvested Company Capital Stock and terms of the Company’s rights to repurchase such unvested Company Capital Stock (including the repurchase price payable per share under each share of unvested Company Capital Stock)Options; (e) the Tax status of each Company Option under Section 422 of the Code; (fv) the calculation of Aggregate Exercise Price, Adjusted Consideration and Per Share Consideration; (vi) the Fully-Diluted calculation of aggregate cash amounts payable to each such Company Common Stock, Employee Closing Payment Per Share, Non-Employee Closing Payment Per Share, Merger Consideration, Securityholder pursuant to Section 1.1(d) and Option Payment per In the Money Option; and (g) the total amount of Taxes to be withheld from therefrom; (vii) in the Merger Consideration that case of each Company Securityholder immediately prior Founder, the portion of cash amounts otherwise payable to the Effective Time is entitled to receive such Founder pursuant to Section 1.81.1(d)(i) to be withheld pursuant to his Founder Vesting Agreement; (viii) the calculation of each Indemnifying Holder’s Pro Rata Share of the Escrow Amount and Expense Fund Amount; and (ix) a funds flow memorandum setting forth other information reasonably requested by Acquirer.

Spreadsheet. The Company shall prepare and deliver to Acquirer, at At least two (2) Business Days prior to the Closing, the Company shall deliver to Parent a spreadsheet (the “Spreadsheet”)) setting forth the following information, in draft formform and substance reasonably approved by Parent, reasonably acceptable to Acquirer, which spreadsheet shall be dated as accompanied by documentation in support of the Closing Date and shall calculation of the information set forth all of the following information (in addition to the other required data and information specified therein), therein as of the Closing Date and immediately prior to the Effective Time: reasonably requested by Parent: (a) the names of all Closing Financial Information, as calculated by the Company Convertible Noteholders, using the Company Stockholders information set forth in based on the Estimated Closing Statement and Company Optionholders and their respective addresses and where available, taxpayer identification numbers; in accordance with the definitions provided in this Agreement; (b) with respect to each Stockholder: (i) the name and address of such holder, (ii) whether such holder is an accredited investor, (iii) the number, kind of shares class and classification as Employee Capital Stock or Non-Employee Capital Stock of Company Capital Stock held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number series of shares of Company Capital Stock subject to held by such holder and the exercise price per share in effect for each Company Option; respective certificate numbers, (div) the vesting status and schedule with respect to Company Options and unvested Company Capital Stock and terms of the Company’s rights to repurchase such unvested Company Capital Stock (including the repurchase price payable per share under each share of unvested Company Capital Stock); (e) the Tax status of each Company Option under Section 422 of the Code; (f) the calculation of the Fully-Diluted Company Common Stock, Employee Closing Payment Per Share, Non-Employee Closing Payment Per Share, Merger Consideration, and Option Payment per In the Money Option; and (g) the total amount of whether any Taxes are to be withheld in accordance with Section 1.10 from the Merger Consideration consideration that each Company Securityholder immediately prior to the Effective Time such holder is entitled to receive pursuant to Section 1.81.6(b)(i), (v) the stock or cash consideration that such holder is entitled to receive pursuant to Section 1.6(b)(i) and Section 1.6(b)(ii), (vi) the Pro Rata Portion of such holder, (vii) the Escrow Pro Rata Portion of such holder, (viii) whether shares of Company Capital Stock held by such Stockholder is a “covered security” (as defined in Section 6045) of the Code or not and, if such share of Company Capital Stock is a “covered security”, the acquisition date and Tax basis of such security, (ix) the amount of cash and stock deemed contributed by such holder into the Indemnity Escrow Fund, Special Indemnification Escrow Fund, Purchase Price Adjustment Escrow Fund and the PPP Loan Escrow Fund, respectively; (c) with respect to each holder of a Company Option: (i) the name and address of the holder, (ii) whether the holder is an accredited investor, an Employee or a former employee, (iii) the exercise price per share and the number, class and series of shares of Company Capital Stock underlying such Company Option immediately prior to the Closing, (iv) whether any Taxes are to be withheld in accordance with Section 1.10 from the consideration that such holder is entitled to receive pursuant to Section 1.6(c), (v) whether such holders’ Company Options are Participating Options, Assumed Options or Cashed-Out Options; (vi) the stock or cash consideration that such holder is entitled to receive pursuant to Section 1.6(b)(ii) and Section 1.6(c) for each category of Company Options such holder has (and, as for each Assumed Option, the number of shares of Parent Common Stock subject to the Exchange Option), (vii) the Pro Rata Portion of such holder, (viii) the Escrow Pro Rata Portion of such holder, (ix) if such holder has Participating Options or Cashed-Out Options, the amount of cash and stock deemed deducted to pay the exercise price of such Participating Options or Cashed-Out Options, as applicable, and (x) if such holder has Participating Options, the amount of cash and stock deemed contributed by such holder into the Indemnity Escrow Fund, Special Indemnification Escrow Fund, Purchase Price Adjustment Escrow Fund and the PPP Loan Escrow Fund, respectively. (d) with respect to each holder of a Company Warrant which is not a Participating Option: (i) the name and address of such holder, (ii) whether such holder is an accredited investor, (iii) the exercise price per share and the number, class and series of shares of Company Capital Stock underlying such Company Warrant immediately prior to the Closing, (iv) whether any Taxes are to be withheld in accordance with Section 1.10 from the consideration that such holder is entitled to receive pursuant to Section 1.6(c), (v) the Pro Rata Portion of such holder, if applicable; (vi) the stock or cash consideration that such holder is entitled to receive pursuant to Section 1.6(b)(ii) and Section 1.6(c)(iv).

Spreadsheet. The Company shall prepare and deliver to Acquirer, at least two Business Days prior to the Closingin accordance with Section 5.12, a spreadsheet (the “Spreadsheet”), ) in draft form, the form provided by Acquirer prior to the Closing and reasonably acceptable to Acquirer, 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 Effective TimeClosing: (a) the names of all the Company Convertible Noteholders, the Company Stockholders and Company Optionholders and their respective addresses, e-mail addresses and where available, taxpayer identification numbers; , (b) the number, kind number of shares and classification as Employee Capital Stock or Non-Employee Capital Stock of Company Capital Stock held byby such Company Stockholder, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of Company Capital Stock subject to and the exercise price per share in effect for each option held by each such Company Option; Optionholders, (d) the vesting status and schedule with respect to Company Options and unvested Company Capital Stock and terms of the Company’s rights to repurchase such unvested Company Capital Stock (including the repurchase price payable per share under each share of unvested Company Capital Stock); (e) the Tax status of each Company Option under Section 422 of the Code; (f) the calculation of the Fully-Diluted Company Common Stock, Employee Closing Payment Per Share, Non-Employee Closing Payment Per Share, Merger Consideration, Indebtedness (including the EIDL Loan Balance and Option Payment per In PPP Escrow Amount), Transaction Expenses, the Money Option; amount, if any, by which the Closing Net Working Capital Target exceeds Company Net Working Capital as set forth in the Company Closing Financial Certificate (which may be a negative number), Adjustment Amount, Stock Consideration, Cash Consideration, Per Unit Cash Consideration and Per Unit Stock Consideration, (ge) the calculation of aggregate cash amounts and number of shares of Acquirer Common Stock payable and issuable, respectively, to each such Company Stockholder pursuant to Section 1.3(a), and Company Optionholder pursuant to Section 1.3(b), and the total amount of Taxes to be withheld from therefrom (including, if applicable, the Merger Consideration that number of shares of Acquirer Common Stock to be withheld), and (f) the calculation of each Company Securityholder immediately prior to Contributing Equityholder’s Pro Rata Share of the Effective Time is entitled to receive pursuant to Section 1.8Escrow Amount (including the portion of the PPP Escrow Amount and the Indemnity Escrow Amount).

Spreadsheet. The Company shall prepare and deliver to AcquirerAcquiror and the Securityholders’ Representative, at least two not later than three (3) Business Days prior to the ClosingClosing Date, and concurrently with the delivery of the Estimated Closing Certificate, a spreadsheet (the “Spreadsheet”), in draft form, reasonably acceptable to Acquirercertified by the Chief Executive Officer of the Company, 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)information, as of the Closing Date and immediately prior to the Effective Time: : (a) the names of all the Company Convertible Noteholders, the Company Stockholders and Company Optionholders Securityholders and their respective addresses and where available, taxpayer identification numbers; email addresses; (b) the number, kind number and class of shares and classification as Employee Capital Stock or Non-Employee Capital Stock of Company Capital Stock held by, or subject to the Company Options held by, such Persons andPersons, in the case of outstanding shares, the respective certificate numbers; including an indication as to whether such shares are Restricted Shares; (c) a list identifying the number of shares holders of Company Capital Stock Options whose payments received pursuant to this Agreement will be required to be run through the Company’s payroll processor and will be subject to and employment, withholding or payroll Taxes; (d) the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to Option or Company Options and unvested Company Capital Stock and terms of the Company’s rights to repurchase such unvested Company Capital Stock (including the repurchase price payable per share under each share of unvested Company Capital Stock); Warrant, as applicable; (e) each Effective Time Holder’s Pro Rata Share (as a percentage interest and the Tax status interest in dollar terms) of the Merger Consideration; (f) each Effective Time Holder’s Pro Rata Share (as a percentage interest and the interest in dollar terms) of the amount to be contributed to the Adjustment Escrow Amount, Indemnity Escrow Amount, Special Indemnity Escrow Amount and Reserve on behalf of each Company Option under Effective Time Holder (subject to the terms of Section 422 of the Code; 1.10(a)); (fg) the calculation of the Fully-Diluted Company Common Stock, Employee Closing Payment Per Share, Non-Employee Closing Payment Per Share, Acquiror Pro Rata Share of the Adjustment Escrow Amount and Indemnity Escrow Amount; (h) the calculation of the Total Stock and the Merger Consideration, and Option Payment per In the Money Option; and and (gi) the total amount of Taxes to be withheld from the Merger Consideration that each Company Securityholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.8Aggregate Exercise Amount.

Spreadsheet. The Company shall prepare and deliver to Acquirer, at least two Business Days prior to the Closing, : (a) a spreadsheet (the “Spreadsheet”), ) in draft form, form and substance reasonably acceptable satisfactory to Acquirer, which spreadsheet shall be dated as of the date hereof and attached hereto as Schedule II of the Merger Agreement and (b) an updated Spreadsheet in form and substance reasonably satisfactory to the Acquirer, which updated Spreadsheet shall be dated as of the Closing Date Date, and in each instance, 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 the Company Convertible Noteholders, the Company Stockholders and Company Optionholders Converting Holders and their respective addresses, e-mail addresses and and, where available, taxpayer identification numbers; (bii) the number, kind number and type of shares and classification as Employee Capital Stock or Non-Employee Capital Stock of Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Persons Converting Holders and, in the case of outstanding shares, the respective certificate numbers; (ciii) the number of shares of Company Capital Stock subject to and the exercise price per share in effect for each Company OptionOption and Company Warrant; (div) the vesting status and schedule with respect to Company Options and unvested Company Capital Stock Warrants and Unvested Company Shares and terms of the Company’s rights to repurchase such unvested Unvested Company Capital Stock Shares (including the per share repurchase price payable per share under each share of unvested Company Capital Stockwith respect thereto); (ev) for each Company Option that was early exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price; (fvi) the calculation of Fully Diluted Share Number, Common Per Share Amount and Series A Per Share Amount; (vii) the Fully-Diluted Company Common Stockcalculation of aggregate cash amounts payable to each such Converting Holder pursuant to Section 1.3(a)(i), Employee Closing Payment Per Share, Non-Employee Closing Payment Per Share, Merger ConsiderationSection 1.3(a)(ii), and Option Payment per In the Money Option; and (g) Section 1.3(a)(iii), the total amount of Taxes to be withheld from therefrom and the Merger Consideration that aggregate cash amounts payable to each Company Securityholder immediately prior to the Effective Time is entitled to receive Converting Holder pursuant to Section 1.81.3(a); (viii) the calculation of each Converting Holder’s Pro Rata Share of the Indemnification Holdback Amount; (ix) the calculation of each Converting Holder’s TNW Pro Rata Share of the Adjustment Holdback Amount; and (x) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer.

Spreadsheet. The Company shall prepare and deliver to Acquirer, at least two Business Days prior to the Closingin accordance with Section 5.13, a spreadsheet (the “Spreadsheet”), ) in draft form, form and substance reasonably acceptable satisfactory to Acquirer, 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)information, as of the Closing Date and immediately prior to the Closing: 48 (a) (i) the Cash Consideration, (ii) the aggregate amount of Transaction Expenses that remain unpaid as of the First Effective Time (including any Transaction Expenses that will become payable after the First Effective Time with respect to services rendered or actions taken prior to the First Effective Time: ), together with a breakdown thereof, (aiii) the Aggregate Exercise Price, (iv) the Cash Escrow Amount, (v) the Fully-Diluted Company Capital Stock Number, (vi) the Fully-Diluted Per Share Cash Consideration, (vii) the Fully-Diluted Per Share Stock Consideration, (viii) the Parent Stock Price, (ix) the Cash Percentage, (x) the Stock Percentage, (xi) the Cash Escrow Amount, (xii) the Stock Escrow Amount, (xiii) the Closing Cash Amount, (xiv) the Closing Indebtedness Amount, and (xv) the Closing Net Cash Amount; (b) the names of all the Company Convertible Noteholders, the Company Stockholders and Company Optionholders Converting Holders and their respective addresses and and, where availablein the possession of the Company, taxpayer identification numbers; ; (bc) the number, kind class and series of shares and classification as Employee Capital Stock or Non-Employee Capital Stock of Company Capital Stock held by, or subject to the Company Options held by, such Persons Converting Holders and, in the case of outstanding shares, the respective certificate numbers; , price at which such shares were originally acquired by such holder from the Company and the date of such acquisition and whether any of such shares are Unvested Company Shares; (cd) the number of shares of Company Capital Stock subject to and the exercise price per share in effect for each Company Option; ; (de) for each Company Option that was early exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price; (f) the aggregate cash amounts and shares of Parent Common Stock payable and issuable, respectively, to each such Converting Holder pursuant to Section 1.3(a) (on a certificate-by-certificate or option-by-option basis and in the aggregate), the extent to which such consideration constitutes Restricted Merger Consideration and whether each Converting Holder will make an election pursuant to Section 83(b) of the Code with respect to any portion of such Converting Holder’s Restricted Merger Consideration; (g) the vesting status with respect to Company Options, the vesting status and schedule with respect to of Unvested Company Options and unvested Company Capital Stock Shares and terms of the Company’s rights to repurchase such unvested Unvested Company Capital Stock Shares (including the per share repurchase price payable per share under each share of unvested Company Capital Stockwith respect thereto); ; (eh) the Tax status of each Company Option under Section 422 of the Code; whether (fyes/no) the calculation of the Fully-Diluted Company Common Stock, Employee Closing Payment Per Share, Non-Employee Closing Payment Per Share, Merger Consideration, and Option Payment per In the Money Option; and (g) the total amount of any Taxes are required to be withheld from the Merger Consideration consideration that each Company Securityholder immediately prior to the Effective Time any Converting Holder is entitled to receive pursuant to Section 1.81.3(a) or any consideration to be contributed by such Converting Holder to the Escrow Fund (based on Applicable Law as of the year the Closing occurs and assuming no backup withholding is required); (i) each Converting Holder’s Pro Rata Share, and the amount of cash and number of shares of Parent Common Stock to be contributed by such Converting Holder to the Escrow Fund and the extent to which such consideration constitutes Restricted Merger Consideration and each Converting Holders’ Pro Rata Share of the Expense Fund; (j) an itemized list of each item of Company Debt, if any, together with a description of the nature of such Company Debt and the Person to whom such Company Debt is owed; (k) a funds flow memorandum showing: (1) the aggregate amount to be delivered by Acquirer to the Paying Agent at the Closing (including the amounts to be delivered pursuant to Section 1.4(a)(ii) and the amount of any Transaction Expenses that are to be paid following the Closing); (2) the amounts to be distributed by the Paying Agent to the Company’s legal counsel and other service providers in payment of any unpaid Transaction Expenses; and (3) wire transfer instructions for each payment referred to in clauses “(1)” through “(3)” above; and (l) the aggregate cash amounts payable to each Company Stockholder pursuant to Section 1.3(a)(i) in lieu of fractional shares of Parent Common Stock.

Spreadsheet. The Company shall prepare and deliver to AcquirerFor purposes of effecting the payments contemplated by this Article II, at least two three Business Days prior to the ClosingClosing Date, the Company will provide to the Buyer a spreadsheet (the “Spreadsheet”), ” ) in draft form, a form reasonably acceptable to Acquirerthe Buyer, which spreadsheet shall Spreadsheet will be dated as certified on behalf of the Closing Date and shall set forth all Company by the Chief Executive Officer or Chief Financial Officer of the following information (Company as complete, correct, and in addition to accordance with this Agreement, the Company’s stock ledgers and other required data records and information specified therein)the Plan Participant Agreements, which shall separately list, as of the Closing Date and immediately prior to the Effective Time: Closing, (ai) the names all holders of all outstanding capital stock of the Company Convertible Noteholders, the Company Stockholders and Company Optionholders and their respective addresses addresses, the class, series (if applicable), and where availablenumber of Shares held by such stockholders, taxpayer identification numbers; (b) the number, kind amount of shares and classification as Employee Capital Stock or Non-Employee Capital Stock of Company Capital Stock held by, or subject cash payable to the Company Options held bysuch holders pursuant to this Article II at Closing, such Persons and, in holders’ Pro Rata Portion of the case of outstanding shares, the respective certificate numbers; (c) the number of shares of Company Capital Stock subject to Escrow Fund and the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to Company Options and unvested Company Capital Stock and terms of the Company’s rights to repurchase such unvested Company Capital Stock (including the repurchase price payable per share under each share of unvested Company Capital Stock); (e) the Tax status of each Company Option under Section 422 of the Code; (f) the calculation of the Fully-Diluted Company Common Stock, Employee Closing Payment Per Share, Non-Employee Closing Payment Per Share, Merger Consideration[* * *], and Option Payment per In the Money Option; and (g) the total amount of Taxes amounts to be withheld from the Merger Consideration that consideration payable to each Company Securityholder immediately prior such stockholder, if any, including the type and amount of each Tax to be withheld, (ii) all Plan Participants, the Plan Participant Share of the Closing Purchase Price, the amount of cash payable to each Plan Participant pursuant to this Article II with respect to the Effective Time is entitled Plan Participant Share of the Closing Purchase Price at Closing and the amount to receive be withheld from such payment to each such Plan Participant, including the type and amount of each Tax to be withheld and the amount of holiday allowance to be withheld, and (iii) such other information relevant thereto which the Buyer may reasonably request. Within three Business Days following determination of each of the Underpayment, if any, and the Final Additional Consideration, if any, the Sellers’ Representative will provide to the Buyer an update of the Spreadsheet (the “Updated Spreadsheet” ), which Updated Spreadsheet will be certified on behalf of the Sellers’ as complete, correct, and in accordance with this Agreement and the Plan Participant Agreements, which shall list, as of the date of the delivery thereof, the Plan Participant Share of the Underpayment, if any, or the Final Additional Consideration, if any, as applicable, the names of all Plan Participants, the amount of cash payable to each Plan Participant pursuant to Section 1.8this Article II with respect to the Plan Participant Share of the Underpayment, if any, or the Final Additional Consideration, if any, as applicable, and the amount to be withheld from each such payment to each such Plan Participant, including the type and amount of each Tax to be withheld and the amount of holiday allowance to be withheld. All amounts set forth in the Spreadsheet and the Updated Spreadsheets shall be expressed in US Dollars.

Spreadsheet. The Company shall prepare and deliver to Acquirer, at least two (i) Not less than five Business Days prior to the Closing, the Company shall deliver a payment spreadsheet (the “Spreadsheet”), ) in draft form, reasonably a form acceptable to AcquirerParent, which spreadsheet shall be dated certified as complete and accurate by the Chief Executive Officer of the Company, setting forth the following information: (1) with respect to each Shareholder: (A) the name of each Shareholder 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 Company Convertible Noteholders, the Company Stockholders and Company Optionholders and their respective addresses and where available, taxpayer identification numbers; (b) the number, kind of shares and classification as Employee Capital Stock or Non-Employee Capital Stock of Company Capital Stock held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (cB) the number of shares of Company Capital Common Stock subject to be held by such Shareholder as of immediately prior to the Effective Time; (C) the certificate number(s) applicable to such shares of Company Common Stock held by such Shareholder; (D) the date of acquisition of such shares of Company Common Stock; (E) the Closing Cash Consideration Per Share payable and the exercise price per share number of shares of Parent Common Stock deliverable to such Shareholder in effect for each accordance with the terms of this Agreement and in the manner provided herein in respect of all of the shares of Company OptionCommon Stock to be held by such Shareholder as of immediately prior to the Effective Time; (dF) the vesting status amount of the Escrow Fund applicable to such Shareholder; (G) the amount of the Shareholder Representative Fund applicable to such Shareholder; (H) the address of such Shareholder where all amounts payable to such Shareholder pursuant to this Agreement shall be mailed; and schedule (I) such Shareholder’s Pro Rata Portion; and (2) with respect to each holder of Company Options: (A) the name of each holder of Company Options and unvested Company Capital Stock and terms as of immediately prior to the Company’s rights to repurchase such unvested Company Capital Stock (including the repurchase price payable per share under each share of unvested Company Capital Stock)Effective Time; (eB) the Tax status number of Company Options held by each holder of Company Options (on a Company Option under Section 422 by Option basis according to grant date) as of immediately prior to the CodeEffective Time; (fC) the calculation grant date, number of the Fully-Diluted Company Common Stock, Employee Closing Payment Per Share, Non-Employee Closing Payment Per Share, Merger Consideration, and Option Payment per In the Money Option; and (g) the total amount shares vested as of Taxes to be withheld from the Merger Consideration that each Company Securityholder immediately prior to the Effective Time (after giving effect to any acceleration of vesting of the Company Options) and exercise price applicable to each Company Option held by holders of Company Options as of immediately prior to the Effective Time; (D) whether such Company Option is an incentive stock option or non-qualified stock option; (E) the Cash-Out Amount payable per Company Option and the number of shares of Parent Common Stock deliverable to such holder in accordance with the terms of this Agreement in respect of all Company Options to be held by such holder as of immediately prior to the Effective Time; (F) the amount of the Escrow Fund applicable to such holder; (G) the amount of the Shareholder Representative Fund applicable to such holder; (H) whether such holder holds Company Options to be exercised, together with the address of such holder of Company Options where all amounts payable to such holder pursuant to this Agreement shall be mailed; and (I) such Optionholder’s Pro Rata Portion. (ii) In the event that any information set forth in the Spreadsheet becomes inaccurate at any time prior to the Effective Time, the Company shall deliver a revised Spreadsheet, together with a new certification consistent with Section 1.8(a)(i) to Parent, whereupon such revised Spreadsheet shall be deemed to be the “Spreadsheet” for all purposes of and under this Agreement. (iii) The Company acknowledges and agrees that the Escrow Agent and Parent and their respective agents shall be entitled to receive pursuant to Section 1.8rely on the Spreadsheet for purposes of making any payments hereunder.

Spreadsheet. The Company shall prepare and deliver to Acquirer, at least Not less than two Business Days days prior to the Closing, the Company shall deliver a spreadsheet (the “Spreadsheet”), in draft form, reasonably acceptable to Acquirer, ) which spreadsheet Spreadsheet shall be dated certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing Date and which shall set forth all of the following information (in addition to the other required data and information specified therein)separately list, as of the Closing Date and immediately prior to the Effective Time: Closing, (a) the names all holders of all the Company Convertible Noteholders, the Company Stockholders and Company Optionholders Shares and their respective addresses and where availableon the stock transfer records of the Company, taxpayer identification numbers; (b) the number, kind of shares and classification as Employee Capital Stock or Non-Employee Capital Stock of Company Capital Stock held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of Company Capital Stock subject to Shares held by such persons (including whether such shares are Company Common Shares or Company Preferred Shares), and the exercise price per share in effect for each Company Option; respective certificate numbers, if applicable, (c) the date of acquisition of such shares, (d) the vesting status number of Parent Common Shares to which each holder of Series A-1 Preferred is entitled at the Effective Time and schedule with respect the number which shall be held in escrow pursuant to Company Options and unvested Company Capital Stock and terms of the Company’s rights to repurchase such unvested Company Capital Stock (including the repurchase price payable per share under each share of unvested Company Capital Stock); Escrow Agreement, (e) the Tax status amount of Cash Consideration to which each holder of Company Option under Section 422 of the CodeCommon Shares is entitled; (f) all holders of In-the-Money Options and their respective addresses, the calculation number of the Fully-Diluted shares of Company Common StockShares underlying each such In-the-Money Option, Employee Closing Payment Per Sharethe grant date of each such In-the-Money Option, Nonan indication, with respect to each such In-Employee Closing Payment Per Sharethe-Money Option, Merger Considerationof whether such In-the-Money Option is an incentive stock option or a non-qualified stock option, the per share exercise price for such In-the-Money Option, whether such holder has delivered an In-the-Money Option Acknowledgment, and the amount of Cash Consideration payable to such In-the-Money Option Payment holders under Section 1.4.5; (g) all holders of Company Options, other than In-the-Money Options, and their respective addresses, the number of Company Common Shares underlying each such Company Option, the grant date of each such Company Option, and the per In the Money share exercise price for such Company Option; and (gh) the total amount of Taxes to be withheld from the Merger Consideration that each Company Securityholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.8such other information relevant thereto or which Parent or its transfer or exchange agent may reasonably request.

Spreadsheet. The Company shall prepare and deliver to Acquirer, at least two Purchaser and Mellon Investor Services LLC (the “Exchange Agent”) three (3) Business Days prior to the Closing, Closing Date a spreadsheet (the “Spreadsheet”), ) substantially in draft form, reasonably acceptable to Acquirerthe form attached hereto as Schedule 5.17, which spreadsheet shall be dated certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing Date and which shall set forth all of the following information (in addition to the include, among other required data and information specified therein)things, as of the Closing Date and immediately prior Closing: with respect to the Effective Time: each Shareholder, (a) the names of all the Company Convertible Noteholderssuch Person’s address and social security number (or tax identification number, the Company Stockholders and Company Optionholders and their respective addresses and where availableas applicable), taxpayer identification numbers; (b) the number, kind of shares and classification as Employee Capital Stock or Non-Employee Capital Stock of Company Capital Stock held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of Scheme Shares held by such Person (including whether such shares are Company Capital Stock subject to and Ordinary Shares, Company Series A Preference Shares, the exercise price per share in effect for each Company Option; Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company A-3 Preference Shares or the Company Series B Preference Shares), (c) the respective certificate number(s) representing such shares, (d) whether such shares constitute Company Unvested Common Stock (including, for each certificate, the vesting status and schedule with respect to Company Options and unvested Company Capital Stock and terms number of shares that are vested as of the Company’s rights to repurchase such unvested Company Capital Stock (including the repurchase price payable per share under each share of unvested Company Capital StockClosing); , (e) the Tax status liquidation preference and conversion ratio applicable to each share of each Company Option under Section 422 of the Code; Preference Shares, (f) the calculation date of the Fully-Diluted Company Common Stockacquisition of such shares, Employee Closing Payment Per Share, Non-Employee Closing Payment Per Share, Merger Consideration, and Option Payment per In the Money Option; and (g) the total amount Pro Rata Portion applicable to such Person, (h) the number of Taxes shares of Purchaser Common Stock to be withheld from the Merger Consideration that issued and Contingent Rights to be issued to each Company Securityholder immediately prior to the Effective Time is entitled to receive holder pursuant to Section 1.81.6, (i) the number of Purchaser Shares, if any, to be paid by the Shareholder in settlement of tax withholding obligations pursuant to Section 1.6 and outstanding Shareholder loans pursuant to Section 1.6, and (j) such other information relevant thereto or which the Exchange Agent may reasonably request.

Spreadsheet. The Company shall prepare and deliver to Acquirer, at (a) At least two (2) Business Days prior to the Closing, the Company shall deliver to Buyer a draft spreadsheet in substantially the form of Schedule I attached hereto (the “Payment Spreadsheet”)) setting forth the following information, in draft form, a form reasonably acceptable satisfactory to Acquirer, which spreadsheet shall be dated as Buyer: (i) a calculation of the Closing Date Adjusted Equity Value, the Purchase Price, and shall set forth each component of all of the following information foregoing; and (in addition ii) with respect to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective Timeeach Company Seller: (aA) the names name and address of such Company Seller, (B) the number and class of all the Company Convertible NoteholdersUnits held by such Company Seller, the Company Stockholders and Company Optionholders and their respective addresses and where available, taxpayer identification numbers; (bC) the numbercash portion of such Company Seller’s Individual Closing Payment Amount, kind (D) the Buyer Common Stock portion of shares and classification as Employee Capital Stock or Non-Employee Capital Stock of such Company Capital Stock held bySeller’s Individual Closing Payment Amount, or subject to the Company Options held by(E) each Retained Unitholder’s Put/Call Amount, such Persons and, in the case of outstanding shares, the respective certificate numbers; (cF) the number of 1st Anniversary Holdback Shares to be issued to such Company Seller upon release of such shares of Company Capital Stock in accordance with and subject to and the exercise price per share in effect for each Section 2.6, (G) such Company Option; Seller’s Holdback Pro Rata Portion, (dH) such Company Seller’s Pro Rata Portion, (I) the vesting status and schedule amount of any required withholding on account of Taxes with respect to such Company Options Seller’s Individual Purchase Price Amount, and unvested (J) the wire transfer instructions of such Company Capital Seller with respect to the payments to be made by Buyer pursuant to Section 2.4. 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 Company, may rely on the instructions of the Sellers’ Representative for distributions of cash and issuances of Buyer Common Stock and terms shall have no responsibility or liability with respect thereto; provided, that the distribution and issuance instructions of the Company’s rights 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 repurchase the Company Seller in the same form and in accordance with the same wiring instructions or delivery addresses, as applicable, as such unvested distributions were made to each such Company Capital Stock (including Seller in connection with the repurchase price payable per share under 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 share aggregate payment or issuance of unvested Company Capital Stock); (e) the Tax status of each Company Option under Section 422 of the Code; (f) the calculation of the Fully-Diluted Company Buyer Common Stock, Employee Closing required of it under this Agreement to the Company Seller in accordance with the final Payment Per Share, Non-Employee Closing Payment Per Share, Merger Consideration, and Option Payment per In Spreadsheet delivered by the Money Option; and (g) the total amount of Taxes to be withheld from the Merger Consideration that each Company Securityholder immediately Sellers’ Representative prior to the Effective Time Closing as provided herein, Buyer shall have fulfilled its obligations with respect to such payments and issuances, as applicable. Buyer shall have, neither directly nor indirectly through the Company following the Closing, no liability whatsoever with respect to the allocation of the distribution of the payments of the Adjusted Equity Value among the Company Sellers. (c) No party to this Agreement shall take any tax or other position that is entitled contrary to receive pursuant to Section 1.8the allocations set forth in the Payment Spreadsheet unless otherwise required by Applicable Law.

Spreadsheet. The Company shall prepare and deliver to Acquirer, at At least two twelve (12) Business Days prior to the ClosingClosing Date, the Company shall deliver to Parent a draft spreadsheet in a form reasonably acceptable to Parent. At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent a final spreadsheet (the “Spreadsheet”), ) in draft form, a form reasonably acceptable to AcquirerParent (with the information relating to the Per Share Merger Consideration to be completed by the Company and delivered to Parent one (1) Business Day prior to the Closing Date), which spreadsheet Spreadsheet shall be dated certified as complete and correct by the Chief Executive Officer and the Chief Financial Officer of the Company 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: Time and which shall include, among other things, as of the Closing: (a) the names of all the With respect to each Company Convertible NoteholdersShareholder: (i) such Person’s address and electronic mail address, the Company Stockholders and Company Optionholders and their respective addresses and where available(ii) whether such Person is a Continuing Employee, taxpayer identification numbers; (b) the number, kind of shares and classification as Employee Capital Stock or Non-Employee Capital Stock of Company Capital Stock held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (ciii) the number and type of shares of Company Capital Stock subject to and the exercise price per share in effect for each Company Option; held by such Person, (div) the vesting status and schedule with respect to Company Options and unvested respective certificate numbers of the Company Capital Stock and terms of the Company’s rights to repurchase held by such unvested Company Capital Stock Person, (including the repurchase price payable per share under each share of unvested Company Capital Stock); (ev) the Tax status date of each Company Option under acquisition of such shares, (vi) the purchase price of such shares, (vii) whether such shares were acquired pursuant to the exercise of an incentive stock option (as defined in Section 422 of the Code; ), (fviii) the calculation aggregate Per Share Merger Consideration payable to Person, (ix) such Person’s Pro Rata Portion expressed as a percentage and portion of each of the Fully-Diluted Company Common StockEscrow Amount and the Expense Escrow Amount, Employee Closing Payment Per Share, Non-Employee Closing Payment Per Share, Merger Consideration, and Option Payment per In the Money Option; and (gx) the total amount of Taxes any loans outstanding from the Company to such Person, (xi) the amount, if any, to be withheld from any distribution to such Person, (xii) any vesting schedule and repurchase price applicable to such shares, (xiii) the identification of any shares that were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and to the Knowledge of the Company, whether such election under Section 83(b) was made, (xi) with respect to shares acquired on or after January 1, 2011 that are covered securities, the adjusted tax basis of such shares and (xii) such other information relevant thereto or which Parent, its agent or the Escrow Agent, may reasonably request; and (b) With respect to each holder of a Company Option, Company Warrant or any other similar equity award from the Company (i) such Person’s address, (ii) whether such Person is a Continuing Employee, (iii) if available to the Company, social security number (or tax identification number, as applicable), (iv) the number and type of Company Capital Stock underlying each such Company Option, Company Warrant or other similar equity award, (v) the grant dates or issue dates of such Company Option, Company Warrant or other similar equity award, (vi) with respect to each Company Option, the vesting arrangement with respect thereto, (vii) with respect to each Company Option, whether such Company Options are incentive stock options or non-qualified stock options, (viii) the exercise price of such Person’s Company Option, Company Warrant or any other similar equity award from the Company, (ix) the aggregate Per Share Merger Consideration that each Company Securityholder immediately prior payable to the Effective Time is entitled to receive pursuant to Section 1.8such Person, if any, and (x) such other information relevant thereto or which Parent may reasonably request.

Spreadsheet. The Company shall prepare and deliver to Acquirer, at least two Business Days prior to the Closing, Acquirer (in accordance with Section 5.13) a spreadsheet (the “Spreadsheet”), ) in draft form, the form provided by Acquirer prior to the Closing and reasonably acceptable satisfactory to Acquirer, 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 Effective TimeClosing: (ai) the names of all the Company Convertible Noteholders, the Company Stockholders and Company Optionholders Converting Holders and their respective addresses and and, where available, taxpayer identification numbers; , (bii) the number, kind number and type of shares and classification as Employee Capital Stock or Non-Employee Capital Stock of Company Capital Stock held by, or subject to the Company Options held by, by such Persons Converting Holders and, in the case of outstanding certificated shares, the respective certificate numbers; , (c) the number of shares of Company Capital Stock subject to and the exercise price per share in effect for each Company Option; (diii) the vesting status and schedule with respect to Unvested Company Options and unvested Company Capital Stock Shares and terms of the Company’s rights to repurchase such unvested Unvested Company Capital Stock Shares (including the per share repurchase price payable per share under each share of unvested Company Capital Stockwith respect thereto); , (e) the Tax status of each Company Option under Section 422 of the Code; (fiv) the calculation of the Fully-Diluted Company Common Stock, Employee Closing Payment Common Per Share, Non-Employee Closing Payment Per Share, Merger Share Cash Consideration, Common Per Share Stock Consideration and Option Payment per In the Money Option; Acquirer Closing Stock Price, (v) the calculation of aggregate cash amounts and (gshares of Acquirer Common Stock payable and issuable, respectively, to each Converting Holder pursuant to Section 1.3(a) and the total amount of Taxes to be withheld from therefrom (including, if applicable, the Merger Consideration that each Company Securityholder immediately prior number of shares of Acquirer Common Stock to be withheld), (vi) the vesting schedule, if any, with respect to the Effective Time is entitled shares of Acquirer Common Stock issuable to receive each such Converting Holder pursuant to Section 1.81.3(a), as set forth in the Equity Agreement or Benefits Amendment, as applicable, executed by such Converting Holder and (vii) the calculation of each Converting Holder’s Pro Rata Share of the Cash Escrow Amount and the Expense Fund Amount (expressed as a dollar amount and as a percentage).

Spreadsheet. The Company shall prepare and deliver to AcquirerPurchaser, at least two Business Days or prior to the Closing, a spreadsheet (in Microsoft Excel form) (the “Spreadsheet”), in draft form, ) reasonably acceptable to AcquirerPurchaser, which spreadsheet shall be dated as of the Closing Date and which: (a) 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 name of all the Company Convertible Noteholders, the Company Stockholders Shareholder and Company Optionholders and their respective its addresses and where available, taxpayer identification numbersnumber; (bii) the number, kind of shares and classification as Employee Capital Stock or Non-Employee Capital Stock number of Company Capital Stock Ordinary Shares held by, or subject to the Company Options held by, by such Persons and, in the case of outstanding shares, Person and the respective certificate numbers; (c) the number of shares of Company Capital Stock subject to and the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to Company Options and unvested Company Capital Stock and terms of the Company’s rights to repurchase such unvested Company Capital Stock (including the repurchase price payable per share under each share of unvested Company Capital Stock); (e) the Tax status of each Company Option under Section 422 of the Code; (fiii) the calculation of the Fully-Diluted Company Common StockCBI Cash Closing Amount, CBI Initial Loan Amount, CBI Total Loan Amount, CBI Recent Loan Amount, Closing Cash Consideration, Closing Value, Employee Closing Payment Per ShareAmount, Non-Employee Closing Contingent Payment Per ShareAmount, Merger the percentage and maximum dollar amount payable to each employee in connection with each of Milestones 1 through 5 in connection with such employee’s Termination and Release, the percentage and, with respect to Milestone Payments, the maximum dollar amount, payable to MTS Securities LLC (“MTS”) in connection with each Contingent Payment pursuant to that certain Letter Agreement, dated as of October 3, 2013, between MTS and the Company, as amended by that certain letter agreement between the Company and MTS, dated as of February 5, 2014 (together, the “MTS Agreement”), the Share Consideration, and Option Payment per In the Money OptionTeva Cash Closing Amount (including a footnote that all such amounts are subject to withholding of Taxes in accordance with Section 1.9 hereof); and (giv) the total CBI Net New Funding Amount, CBI Ratio, Teva Net New Funding Amount and Teva Ratio (in each case calculated as of the Closing Date); and (b) shall include a set of formulas (within the spreadsheet cells) which assumes that all Milestone Payments occur in a consecutive chronological order and that no Set-Off is applied with respect to such payments that accurately, and in a manner consistent with the terms and requirements of the Teva Share Purchase Agreement, calculate for each Contingent Payment that may be made under this Agreement: (i) the CBI Net New Funding Amount, CBI Ratio, Teva Net New Funding Amount and Teva Ratio that apply to such Contingent Payment and (ii) the amount of Taxes such Contingent Payment to be withheld from paid to Teva in accordance with the Merger Consideration that each Company Securityholder immediately prior to requirements of the Effective Time is entitled to receive pursuant to Section 1.8Teva Share Purchase Agreement.

Spreadsheet. The Company shall prepare have delivered to Parent and deliver the Paying Agent (with a copy to Acquirer, at least two the Stockholders’ Representative) no less than five (5) Business Days prior to the Closing, Closing Date a spreadsheet (in the “Spreadsheet”), in draft form, reasonably acceptable to Acquirer, which spreadsheet shall be dated form attached hereto as of the Closing Date and shall set Schedule 6.02(q) that accurately sets forth all of the following information (in addition to the other required data and information specified therein) (the “Spreadsheet”): (i) the names of all the Equityholders and their respective addresses and email addresses (to the extent available), the number of Company Shares, Participating Options and Assumed Options held by such Persons, as applicable; (ii) the Company’s good faith estimate of the Closing Date Net Working Capital, Closing Indebtedness, unpaid Transaction Expenses and the aggregate amount of Closing Cash, each as determined in accordance with GAAP applied on a consistent basis with the application thereof to the most recent Audited Financial Statements and calculated as of immediately prior to the Effective Time: , which estimate shall include a balance sheet together with each other component of the Cash Merger Consideration and an estimate of the Cash Merger Consideration (asuch estimate, the “Effective Time Cash Merger Consideration”), calculated as of the Effective Time (the “Adjustment Time”), (iii) the names of all the Company Convertible Noteholders, the Company Stockholders and Company Optionholders and their respective addresses and where available, taxpayer identification numbers; (b) the number, kind of shares and classification as Employee Capital Stock or Non-Employee Capital Stock of Company Capital Stock held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the total number of shares of Company Capital Stock subject Parent Series H-1 Preferred Stock, the original principal amount of the Seller Note allocated to such Equityholder (if any) and the exercise price per share total Fractional Cash Amount, in effect for each Company Optioncase, to which such Equityholder is entitled pursuant to Section 2.07(a) and/or Section 2.08, as applicable; (div) an indication as to whether (A) the vesting status Company has received from the applicable Equityholder and schedule delivered to Parent an Accredited Investor Certification for such Equityholder, (B) Parent has indicated to the Company that it reasonably believes, in the exercise of its sole discretion based on information available to it, that such Equityholder is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, or (C) that Company has neither indication described in (A) or (B) that the Equityholder is an Accredited Stockholder, (v) such Equityholder’s Pro Rata Share and, as applicable, Stockholder Escrow Pro Rata Shares, Stockholder Pro Rata Share, Note Pro Rata Share and Optionholder Pro Rata Share; and (vi) such other instructions or information as is necessary or reasonably requested by Parent or the Paying Agent with respect to Company Options and unvested Company Capital Stock and terms of the Company’s rights to repurchase such unvested Company Capital Stock (including the repurchase price payable per share under each share of unvested Company Capital Stock); (e) the Tax status of each Company Option under Section 422 of the Code; (f) the calculation of the Fully-Diluted Company Common Stock, Employee Closing Payment Per Share, Non-Employee Closing Payment Per Share, Merger Consideration, and Option Payment per In the Money Option; and (g) the total amount of Taxes payments to be withheld from the Merger Consideration that each Company Securityholder immediately prior made to the Effective Time is entitled to receive pursuant to Section 1.8Equityholders. Such Spreadsheet shall be accompanied by the Capitalization Update.

Spreadsheet. The Company shall prepare and deliver to AcquirerAcquiror, at least two Business Days prior to the Closingin accordance with Section 5.13, a spreadsheet (the “Spreadsheet”), ) in draft form, form and substance reasonably acceptable satisfactory to AcquirerAcquiror, 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 Effective Timeinformation: (a) the names of all the Company Convertible Noteholders, the Company Stockholders and the Company Optionholders Optionholders, and their respective addresses and where and, if available, taxpayer tax identification numbers; (b) the number, number and kind of shares and classification as Employee Capital Stock or Non-Employee Capital Stock of Company Capital Stock held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbersnumbers and vesting status; (c) the calculation of the Cash Per Share Liquidation Preference Amount, the Stock Per Share Liquidation Preference Amount, the Cash Per Share Amount, and the Stock Per Share Amount; (d) the number of shares of Company Capital Acquiror Common Stock subject and cash to and the exercise price per share in effect for be allocated to each Company Option; (dStockholder pursuant to Section 1.9(a)-(b) the vesting status and schedule with respect to Company Options and unvested Company Capital Stock and terms of the Company’s rights to repurchase such unvested Company Capital Stock (including the repurchase price payable per share under each share of unvested Company Capital Stock)hereof; (e) the Tax status cash to be allocated to each holder of each Vested Company Option under Options pursuant to Section 422 of the Code; 1.9(c) (f) for each share of Company Capital Stock whether (A) to the calculation knowledge of the Fully-Diluted Company Common StockCompany, Employee Closing Payment Per Share, Non-Employee Closing Payment Per Share, Merger Consideration, it was subject to a valid and Option Payment per In timely Section 83(b) election to the Money Optionextent it was subject to a substantial risk of forfeiture upon issuance and (B) it was the result of an early exercise of an incentive stock option; and (g) the total amount number of Taxes shares of Acquiror Common Stock and cash to be withheld from placed into the Merger Consideration that Escrow Fund, in the aggregate and on behalf of each Company Securityholder immediately prior Indemnifying Party; (h) each Company Indemnifying Party’s Cash Pro Rata Share and Stock Pro Rata Share of the Escrow Fund (expressed as a percentage and based on the interest in the Escrow Fund for each such Company Indemnifying Party compared to all Company Indemnifying Parties); and (i) for each holder of Company Capital Stock and Vested Company Options, the Effective Time is entitled to receive pursuant to Section 1.8Holdback Pro Rata Share of the Holdback Amount (expressed as a percentage and based on each such holder’s interest in the Holdback Amount).