Common use of Spreadsheet Clause in Contracts

Spreadsheet. The Company shall deliver to Purchaser and the Paying Agent three (3) Business Days prior to the Closing Date a spreadsheet (the "Spreadsheet") in a form reasonably acceptable to Purchaser, which shall include, among other things, as of the Closing: (a) With respect to each Shareholder entitled to receive any portion of the Merger Consideration set forth in this Agreement: (i) such Person's name, address and, if applicable, type of entity and state of formation; (ii) the number and type of shares (i.e. common or preferred and series of preferred) of Company capital stock held by such Person, (iii) the respective certificate number(s) representing such shares, (iv) the percentage of the Company's outstanding capital stock held by such Person (v) the percentage of the Company's outstanding Series D Preferred Stock held by such Person; (vi) the percentage of the Company's outstanding Series E Preferred Stock held by such Person; (vii) the aggregate amount of cash to be paid to such Person at the Closing in respect of such shares; (viii) the number of shares of Parent Common Stock to be issued and delivered to such Person at the Closing in respect of such shares; (ix) the number of shares of Parent Common Stock to be issued in the name of such Person at Closing and delivered to and held by the Purchaser on behalf of such Person as Holdback Shares pursuant to the terms of the Holdback Agreement; (x) the Pro Rata Share of such Person; and (xi) whether any amounts are required to be withheld from any Shareholders and if so, the amount of such withholdings; and (b) The Company will also provide to the Paying Agent, if requested, social security numbers or tax identification numbers for each Shareholder entitled to receive any portion of that Merger Consideration hereunder.

Spreadsheet. The Company shall deliver to Purchaser and the Paying Agent three (3) At least seven Business Days prior to the Closing Date Date, the Company shall deliver to Parent a spreadsheet (the "Spreadsheet") draft Spreadsheet in a form reasonably acceptable to PurchaserParent. At least five Business Days prior to the Closing Date, the Company shall deliver to Parent a final spreadsheet in a form reasonably acceptable to Parent (the “Spreadsheet”) (with the information relating to the Per Share Closing Merger Consideration to be completed by the Company and delivered to Parent one Business Day prior to the Closing Date), which Spreadsheet shall be certified as complete and correct by the Chief Executive Officer or the Chief Financial Officer of the Company as of immediately prior to the Effective Time and which shall include, among other things, as of the Closing: (a) With with respect to each Shareholder entitled to receive any portion of the Merger Consideration set forth in this AgreementCompany Stockholder: (i) such Person's name, ’s last known address and, if applicable, type of entity and state of formationemail address (to the extent available); (ii) whether such Person is a Continuing Employee; (iii) the number and type of shares (i.e. common or preferred and series of preferred) of Company capital stock held by such Person, (iii) the respective certificate number(s) representing such shares, (iv) the percentage of the Company's outstanding capital stock held by such Person (v) the percentage of the Company's outstanding Series D Preferred Capital Stock held by such Person; (viiv) the percentage respective certificate numbers of the Company's outstanding Series E Preferred Company Capital Stock held by such Person; (viiv) the aggregate amount date of cash to be paid to such Person at the Closing in respect acquisition of such shares; (viiivi) the number of shares of Parent Common Stock to be issued and delivered to such Person at the Closing in respect purchase price of such shares; (ixvii) the number of whether such shares of Parent Common Stock to be issued in the name of such Person at Closing and delivered to and held by the Purchaser on behalf of such Person as Holdback Shares were acquired pursuant to the terms exercise of an incentive stock option (as defined in Section 422 of the Holdback AgreementCode); (viii) the aggregate Per Share Closing Merger Consideration payable to Person; (ix) such Person’s Pro Rata Portion expressed as a percentage and dollar amount of the Escrow Amount; (x) the Pro Rata Share amount of any loans outstanding from the Company to such Person; (xi) the amount, if any, to be withheld from any distribution to such Person; (xii) with respect to shares acquired on or after January 1, 2011, or any other security, in each case that would be deemed a “covered security” under Treasury Regulation Section 1.6045-1(a)(15), the cost basis of such shares; (xiii) the amount, if any, to be withheld from any distribution to such Person; and (xiv) such other information that Parent, its agent or the Escrow Agent may reasonably request; (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 last known address and email address (to the extent available); (ii) whether such Person is a Continuing Employee; (iii) if available to the Company, the social security number (or tax identification number, as applicable) of such Person; (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) the aggregate Per Share Closing Merger Consideration payable to Person; (vii) such Person’s Pro Rata Portion expressed as a percentage and dollar amount of the Escrow Amount; (viii) with respect to each Company Option, the vesting arrangement with respect thereto; (ix) with respect to Company Options, whether such Company Options are incentive stock options or non-qualified stock options; (x) the exercise price of such Person’s Company Options, Company Warrants or any other similar equity award from the Company; (xi) whether any amounts are required the aggregate Per Share Closing Merger Consideration payable to be withheld from any Shareholders such Person, if any; and if so(xii) such other information that Parent, its agent or the amount of such withholdingsEscrow Agent may reasonably request; and (bc) The Company will also provide with respect to each Convertible Note, (i) such Person’s last known address and email address (to the Paying Agentextent available); (ii) if available to the Company, if requested, the social security numbers number (or tax identification numbers number, as applicable) of such Person; (iii) the jurisdiction of organization or residency of such Person for each Shareholder entitled Tax purposes; (iv) the classification of such Person for U.S. income Tax; (v) the principal amount of such Convertible Note; (vi) the accrued interest on such Convertible Note as of the Closing Date (taking into account both stated interest and any amount treated as interest or original issue discount for U.S. federal income Tax purposes); (vii) the amount of any “change of control” or similar payment with respect to receive such Convertible Note; (viii) whether the Convertible Note was issued as part of an investment unit or otherwise with original issue discount, and the value as of the issue date of the Convertible Note of any portion warrants or other property comprising a component of any such investment unit; (ix) the amount of any withholding and the basis for any exemption from or reduction in withholding; and (x) such other information that Merger Consideration hereunderParent or its agent may reasonably request.

Spreadsheet. The Company shall deliver to Purchaser and the Paying Agent three deliver, not less than five (35) Business Days prior to the Closing Date Date, to Parent a spreadsheet (the "“Spreadsheet"”) in a form reasonably acceptable to PurchaserParent, which spreadsheet shall be certified as complete and correct by the Chief Financial Officer of the Company (such certification, the “Spreadsheet Certificate”) as of the Closing and which shall include, among other things, as of the Closing: (a) With with respect to each Shareholder entitled to receive any portion of the Merger Consideration set forth in this Agreement: Company Stockholder, (i) such Person's ’s name, address and, if applicableavailable to the Company, type of entity and state of formation; email address, (ii) the number and type of shares (i.e. common or preferred and series of preferred) of Company capital stock Capital Stock held by such Person, (iii) the respective certificate number(s) representing such shares, (iv) the percentage respective date(s) of the Company's outstanding capital stock held by acquisition of such Person shares, (v) the percentage of the Company's outstanding Series D Preferred Stock held by Pro Rata Portion applicable to such Person; , (vi) the percentage of the Company's outstanding Series E Preferred Stock held by such Person; (vii) the aggregate amount of cash and shares of Parent Common Stock to be paid to such Person at the Closing in respect of such shares; , (vii) the amount of shares of Parent Common Stock retained by Parent in respect of the Escrow Amount, respectively, (viii) any amounts required to be withheld, (ix) 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 whether such election under Section 83(b) of the Code was timely made and (x) such other information relevant thereto or that Parent may reasonably request; and (b) with respect to each holder of a Company Option, (i) such Person’s name and address, (ii) the number of shares of Parent Common Company Capital Stock to be issued and delivered underlying each Company Option held by such Person, (iii) the respective grant date(s) of such Company Options, (iv) the respective exercise price(s) per share of such Company Options, (v) the respective vesting arrangement(s) with respect to such Person at Company Options, (vi) whether such Company Options are incentive stock options or non-qualified stock options, and (vii) such other information relevant thereto or that Parent may reasonably request. (c) As applicable, the Closing in Spreadsheet shall also include, with respect of such shares; (ix) the number to each holder of shares of Parent Common Company Capital Stock to issued on or after January 1, 2011 or any other security that, in each case, would be issued in deemed a “covered security” under Treasury Regulation § 1.6045-1(a)(15), the name cost basis and date of issuance of such Person at Closing and delivered to and held by the Purchaser on behalf of such Person as Holdback Shares pursuant to the terms of the Holdback Agreement; (x) the Pro Rata Share of such Person; and (xi) whether any amounts are required to be withheld from any Shareholders and if so, the amount of such withholdings; and (b) The Company will also provide to the Paying Agent, if requested, social security numbers shares or tax identification numbers for each Shareholder entitled to receive any portion of that Merger Consideration hereundersecurities.

Spreadsheet. The Company shall deliver to Purchaser Parent and the Paying Exchange Agent three (3) Business Days prior to the Closing Date a spreadsheet (the "“Spreadsheet"”) substantially in a the form reasonably acceptable to Purchaserattached hereto as Schedule 5.19, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing and which shall include, among other things, as of the Closing: (a) With respect to each Shareholder entitled to receive any portion of the Merger Consideration set forth in this Agreement: , (i) such Person's nameall Shareholders and their respective addresses, address and, if applicable, type of entity and state of formation; (ii) the number and type of shares (i.e. common or preferred and series of preferred) of Company capital stock held by such Person, (iii) the respective certificate number(s) representing such shares, (iv) the percentage of the Company's outstanding capital stock held by such Person (v) the percentage of the Company's outstanding Series D Preferred Stock held by such Person; (vi) the percentage of the Company's outstanding Series E Preferred Stock held by such Person; (vii) the aggregate amount of cash to be paid to such Person at the Closing in respect of such shares; (viii) the number of shares of Parent Company Capital Stock held by such persons (including whether such shares are Company Common Stock or any other capital stock), the respective certificate numbers, whether such shares of Company Capital Stock are subject to vesting (and if so, for each certificate, the number of shares that are vested as of the Closing), the date of acquisition of such shares, the Pro Rata Portion of Merger Shares to be held back pursuant to Section 1.6(b)(iv), the Pro Rata Portion of Merger Cash (if any) to be held back pursuant to Section 1.6(b)(iv), the number of Merger Shares (if any) to be issued and delivered amount of Merger Cash to be paid to each holder at Closing, outstanding Shareholder loans (if any) to be deducted from any consideration payable to a Shareholder pursuant to Section 1.6(f), and such Person at other information relevant thereto or which the Closing in respect Exchange Agent may reasonably request, and (ii) all holders of such shares; (ix) Company Options and their respective addresses, the number of shares of Parent Common Company Capital Stock to be issued in underlying each such Company Option, the name grant dates and exercise prices of such Person at Closing Company Options and delivered the vesting arrangement with respect to such Company Options, the exercise price of each Company Option, and held by the Purchaser on behalf of indicating, with respect to each Company Option, whether such Person as Holdback Shares pursuant to the terms of the Holdback Agreement; (x) the Pro Rata Share of such Person; and (xi) whether any amounts are required to be withheld from any Shareholders and if soCompany Option is an incentive stock option or a non-qualified stock option, the amount of Option Consideration to be issued to each holder, and such withholdings; and (b) other information relevant thereto or which Parent may reasonably request. The Company will also provide shall deliver the Spreadsheet three (3) Business Days prior to the Paying Agent, if requested, social security numbers or tax identification numbers for each Shareholder entitled to receive any portion of that Merger Consideration hereunderClosing Date.

Spreadsheet. The Company shall deliver to Purchaser and the Paying Agent Acquirer three (3) Business Days prior to the Closing Date a spreadsheet (the "“Spreadsheet"”) in a form reasonably acceptable to PurchaserAcquirer, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer of the Company (such certification, the “Spreadsheet Certificate”) as of the Closing and which shall include, among other things, as of the Closing: (a) With respect to each Shareholder entitled to receive any portion holder of the Merger Consideration set forth in this Agreement: Company Capital Stock, (i) such Person's name’s address, address and, if applicable, type of entity and state of formation; (ii) the number and type of shares (i.e. common or preferred and series of preferred) of Company capital stock Capital Stock held by such Person, (iii) the respective certificate number(s) ), if issued, representing such shares, (iv) the percentage respective date(s) of the Company's outstanding capital stock held by acquisition of such Person shares, (v) the percentage of the Company's outstanding Series D Preferred Stock held by Pro Rata Portion applicable to such Person; , (vi) the percentage of the Company's outstanding Series E Preferred Stock held by such Person; (vii) the aggregate amount of cash (or percentage of the Closing Consideration) to be paid to such Person at the Closing in respect of such shares; , (vii) the amount of cash to be deposited into the Escrow Fund on behalf of such Person, (viii) the percentage of any Earnout Payments such Person would be entitled to receive if the earnout is met, (ix) any amounts required to be withheld, and (x) such other information relevant thereto or that Acquirer or the Paying Agent may reasonably request; (b) With respect to each holder of a Company Option, (i) such Person’s address, (ii) the number of shares of Parent Common Company Capital Stock to be issued and delivered underlying each Company Option held by such Person, (iii) the respective grant date(s) of such Company Options, (iv) the respective exercise price(s) per shares of such Company Options, (v) the respective vesting arrangement(s) with respect to such Person at the Closing in respect of Company Options, (vi) whether such shares; (ix) the number of shares of Parent Common Stock to be issued in the name of such Person at Closing and delivered to and held by the Purchaser on behalf of such Person as Holdback Shares pursuant to the terms of the Holdback Agreement; (x) the Pro Rata Share of such Person; Company Options are incentive stock options or non-qualified stock options, and (xivii) whether any amounts are required to be withheld from any Shareholders and if so, the amount of such withholdings; and (b) The Company will also provide to the Paying Agent, if requested, social security numbers or tax identification numbers for each Shareholder entitled to receive any portion of other information relevant thereto that Merger Consideration hereunderAcquirer may reasonably request.

Spreadsheet. The Prior to the execution of this Agreement, the Company has delivered to Parent the Company's reasonable estimates of the calculation of the Merger Consideration and the distribution of the Stock Merger Consideration and the Cash Merger Consideration among the Company Stockholders, Company Option Holders, Company Warrant Holders, Company Convertible Debt Holders and MIP Holders, based on the Parent Stock Price determined as of the day of the preparation of such estimated Spreadsheet. No later than one (1) Business Day prior to the Closing Date, the Company shall deliver to Purchaser and the Paying Agent three (3) Business Days prior to the Closing Date a Parent an updated spreadsheet (the "Spreadsheet") in a form reasonably acceptable to Purchaser), which Spreadsheet shall be certified as complete and correct by the Chief Financial Officer of the Company as of the Closing and which shall include, among other things, as of the Closing: (a) With with respect to each Shareholder entitled to receive any portion of the Merger Consideration set forth in this Agreement: Company Stockholder, (i) such Person's nameaddress, address and, if applicable, type of entity and state of formation; (ii) the number and type of shares (i.e. common or preferred and series of preferred) of Company capital stock Capital Stock held by such Person, (iii) the respective certificate number(s) representing such shares, (iv) the percentage respective date(s) of the Company's outstanding capital stock held by acquisition of such Person shares, (v) the percentage of the Company's outstanding Series D Preferred Stock held by such Person; 's Escrow Pro Rata Fraction and Indemnity Pro Rata Fraction, (vi) the percentage aggregate number of shares of Parent Common Stock or the Company's outstanding Series E Preferred Stock held by such Person; (vii) the aggregate amount portion of cash Cash Merger Consideration to be paid to such Person at the Closing in respect of such shares; , and (viiivi) the number of shares of Parent Common Stock to be issued deposited into the Escrow Fund on behalf of such Person; (b) with respect to each Company Optionholder, (i) such Person's address, (ii) the number of shares of Company Common Stock underlying each Company Option held by such Person, (iii) the respective grant date(s) of such Company Options, (iv) the respective exercise price(s) per share of such Company Options, (v) the number of shares of Company Common Stock underlying each Company Option held by such Person that have vested as of immediately prior to Closing; (vi) the number of shares of Company Common Stock underlying each Company Option that have not vested as of immediately prior to Closing; and delivered (vii) the respective vesting arrangement(s) with respect to such Company Options, (viii) whether such Company Options are incentive stock options or non-qualified stock options, (ix) the aggregate number of shares of Parent Common Stock such assumed Company Option will become exercisable for and the applicable exercise price per share of Parent Common Stock, in each case, immediately after the Effective Time, and (x) whether or not such Company Option is an Out-of-the-Money Option. (c) with respect to each holder of Company Warrants, (i) such Person's address, (ii) the number of shares of Company Capital Stock into which the Company Warrant held by such Person is exercisable, (iii) such Person's Escrow Pro Rata Fraction and Indemnity Pro Rata Fraction, (iv) the aggregate number of shares of Parent Common Stock to be paid to such Person at the Closing in respect of such shares; , and (ixv) the number of shares of Parent Common Stock to be issued in deposited into the name of such Person at Closing and delivered to and held by the Purchaser Escrow Fund on behalf of such Person as Holdback Shares pursuant Person; (d) with respect to the terms of the Holdback Agreement; each Company Convertible Debt Holder, (xi) such Person's address, (ii) the amount of Company Convertible Debt held by such Person, (iii) the number of shares of Company Capital Stock into which the Company Convertible Debt held by such person is convertible, (iv) such Person's Escrow Pro Rata Share Fraction and Indemnity Pro Rata Fraction, (v) aggregate number of shares of Parent Common Stock to be paid to such Person at the Closing in respect of such Company Convertible Debt, and (vi) the number of shares of Parent Common Stock to be deposited into the Escrow Fund on behalf of such Person; and (e) with respect to each recipient of Management Incentive Plan Shares, (i) such Person's address, (ii) such Person's Escrow Pro Rata Fraction and Indemnity Pro Rata Fraction, (vi) the aggregate number of shares of Parent Common Stock and the portion of Cash Merger Consideration to be paid to such Person at the Closing in accordance with the Management Incentive Plan, and (xivi) whether any amounts are required the number of shares of Parent Common Stock to be withheld from any Shareholders deposited into the Escrow Fund on behalf of such Person, if any. For illustrative purposes, and if soto aid in the interpretation of this Agreement, Part 4.4 of the Company Disclosure Schedule sets forth a sample Spreadsheet reflecting the illustrative calculations of: (A) the value of the Merger Consideration at Closing based on several different assumed values of the Parent Stock Price; (B) the amount of such withholdings; and (b) The Company will also provide to the Paying Agent, if requested, social security numbers or tax identification numbers for each Shareholder entitled to receive any portion of that Stock Merger Consideration hereunderand the Cash Merger Consideration based on each such Parent Stock Price; (c) the aggregate dollar value payable to MIP Participants based on each such Parent Stock Price; (d) the number of shares placed in the Escrow Fund based on each such Parent Stock Price; and (e) the number of Company Options that will be Assumed Options and the aggregate number of shares of Parent Common Stock such Assumed Options will become exercisable for and the applicable exercise price per share of Parent Common Stock, in each case, based on each such Parent Stock Price.

Spreadsheet. The Company shall deliver to Purchaser and the Paying Agent three (3) Business Days prior to the Closing Date Schedule 6.4 sets forth a spreadsheet (the "“Spreadsheet"”) in a form reasonably acceptable to Purchaser, which shall includeincludes, among other things, as of the ClosingClosing Date: (a) With with respect to each Shareholder entitled to receive any portion of the Merger Consideration set forth in this Agreement: Company Stockholder, (i) such Person's name, ’s address and, if available to the Company, social security number (or tax identification number, if applicable), type of entity and state of formation; (ii) the number and type of shares (i.e. common or preferred and series of preferred) of Company capital stock Capital Stock held by such Person, (iii) the respective certificate number(s) representing such shares, (iv) the percentage of the Company's outstanding capital stock held by Pro Rata Portion applicable to such Person Person, (v) the percentage of the Company's outstanding Series D Preferred Stock held by such Person; (vi) the percentage of the Company's outstanding Series E Preferred Stock held by such Person; (vii) the aggregate amount of cash to be paid to such Person at the Closing in respect of such shares; , and (viiivi) the amount of cash to be deposited into the Escrow Fund and the Stockholders’ Representative Fund on behalf of such Person; (b) with respect to each holder of Company Options, (i) such Person’s address and, if available to the Company, social security number (or tax identification number, if applicable), (ii) the number of shares of Parent Common Company Capital Stock underlying each Company Option held by such Person, (iii) the respective grant date(s) of such Company Options, (iv) the respective exercise price(s) per share of such Company Options, (v) whether such Company Options are incentive stock options or non-qualified stock options, (vi) the aggregate amount of cash to be issued and delivered paid to such Person at the Closing in respect of such shares; Vested Company Options, (ixvii) the number amount of shares of Parent Common Stock cash to be issued in deposited into the name of such Person at Closing Escrow Fund and delivered to and held by the Purchaser Stockholders’ Representative Fund on behalf of such Person as Holdback Shares pursuant to at the terms Closing in respect of the Holdback Agreement; (x) the Pro Rata Share of such Person; Vested Company Options, and (xiviii) whether any amounts are required to be withheld from any Shareholders for Taxes at the Closing with respect to such payment; (c) with respect to each Management Acquisition Bonus Plan Participant, (i) such Person’s address and if sosocial security number, (ii) the aggregate amount of cash to be paid to such Person at the Closing pursuant to the Management Acquisition Bonus Plan, (iii) the amount of cash to be deposited into the Escrow Fund and the Stockholders’ Representative Fund on behalf of such withholdingsPerson at the Closing in respect of their allocation of the Management Acquisition Bonus Plan, and (iv) any amounts required to be withheld for Taxes at the Closing with respect to such payment; and (bd) The Company will also provide with respect to each Bridge Debt Lender, (i) such Person’s address and, if available to the Paying Agent, if requestedCompany, social security numbers number (or tax identification numbers number, if applicable), (ii) the amount of principal and interest owed to such Bridge Debt Lender pursuant to the Bridge Debt; (iii) the aggregate amount of cash to be paid to such Bridge Debt Lender at the Closing in respect of such Bridge Debt, and (iv) any amounts required to be withheld for each Shareholder entitled Taxes at the Closing with respect to receive any portion of that Merger Consideration hereundersuch payment.

Spreadsheet. The Company shall prepare and deliver to Purchaser and the Paying Agent three (3) Business Days prior to the Closing Date Acquirer, in accordance with Section 5.12, a spreadsheet (the "“Spreadsheet"”) in a form and substance reasonably acceptable satisfactory to PurchaserAcquirer, which spreadsheet shall include, among be dated as of the Closing Date and shall set forth all of the following information (in addition to the other thingsrequired data and information specified therein), as of immediately prior to the Closing: (a) With respect the names of all of Company Securityholders and their respective addresses, e-mail addresses, and whether, to each Shareholder entitled the Company’s knowledge based on the information available to receive the Company, such Person is an Accredited Securityholder or Unaccredited Securityholder; (b) the number, type and series of shares of Company Capital Stock held by, or subject to Company Options or Company Warrants held by, such Company Securityholders and, in the case of outstanding shares, the respective certificate or book-entry numbers; (c) an indication of whether any portion shares of the Merger Consideration set forth in this Agreement: Company Capital Stock were acquired upon exercise of a Company Option (i) such Person's name, address and, if applicableso, type whether such Company Option was an “incentive stock option” within the meaning of entity Section 422 of the Code and state the purchase and sale of formation; (ii) the number and type Company Capital Stock pursuant to this Agreement results in a “disqualifying disposition” of such shares (i.e. common or preferred and series of preferreddescribed in Section 421(b) of the Code); (d) an indication of whether any share of Company capital stock held by such PersonCapital Stock is or has been subject to vesting provisions and, (iiiif so, whether a valid election was made under Section 83(b) the respective certificate number(s) representing such shares, (iv) the percentage of the Company's outstanding capital stock held by Code with respect to any such Person Company Capital Stock; (v) the percentage of the Company's outstanding Series D Preferred Stock held by such Person; (vi) the percentage of the Company's outstanding Series E Preferred Stock held by such Person; (vii) the aggregate amount of cash to be paid to such Person at the Closing in respect of such shares; (viiie) the number of shares of Parent Company Common Stock subject to be issued and delivered to such Person at the Closing exercise price per share in respect of such shares; effect for each Company Option; (ixf) the number of shares of Parent Company Common Stock subject to be issued in In-the-Money Company Options, and whether any such In-the-Money Company Options are Employee Options or Non-Employee Options; (g) the name number, type and class of such Person at Closing and delivered shares of Company Capital Stock subject to and held by the Purchaser on behalf exercise price per share in effect for each Company Warrant; (h) the number of shares of Company Capital Stock subject to In-the-Money Company Warrants; (i) the calculation of (A) Fully Diluted Company Capital Stock as of the Effective Time, (B) for each share of Company Series 1 Preferred Stock, the Series 1 Liquidation Preference Per Share, the Series 1 Closing Per Share Value and the Series 1 Closing Per Share Consideration, (C) for each share of Company Series 2 Preferred Stock, the Series 2 Liquidation Preference Per Share, the Series 2 Closing Per Share Value and the Series 2 Closing Per Share Consideration, (D) the Per Share Closing Consideration, (E) the Per Share Closing Total Value, (F) the Per Share Cash Percentage with respect to Accredited Securityholders, (G) the Per Share Stock Percentage with respect to Accredited Securityholders, (H) for each In-the-Money Company Option, the Spread Value and Option Consideration for such Person as Holdback Shares Company Option, (I) for each In-the-Money Company Warrant, Spread Value and the Per Share Closing Warrant Consideration, (J) the Total Unaccredited Stockholder Cash Amount and the Total Unaccredited Warrantholder Cash Amount, (K) the Total Series 1 Liquidation Preference, the Total Series 2 Liquidation Preference, the Total Liquidation Preference and the Remaining Liquidation Preference Amount, (L) the Aggregate Exercise Amount and the Series 1 Warrants Aggregate Exercise Amount; (j) the calculation of the aggregate amount of cash and Acquirer Common Stock payable or issuable to each such Company Securityholder pursuant to the terms of the Holdback Agreement; Section 1.3(a), and whether such amount is subject to Tax withholding; (xk) the each Company Securityholder’s Closing Pro Rata Share, Milestone Pro Rata Share and Indemnity Pro Rata Portion as of such Person; the Effective Time; (l) the portion of the Adjustment Escrow Amount, Indemnity Escrow Amount and (xi) whether any amounts are required Expense Fund contributed by each Company Securityholder and, with respect to be withheld from any Shareholders and if sothe Indemnity Escrow Amount, the amount of Indemnity Escrow Cash and Indemnity Escrow Shares contributed by each Company Securityholder; (m) the following information with respect to each of the shares of Company Capital Stock set forth in clause (b) of this Section 5.8 above that would be deemed a “covered security” under Treasury Regulation Section 1.6045-1(a)(15), for federal tax purposes and to the knowledge of the Company, (i) the date such withholdingsshares of Company Capital Stock were originally purchased (or the holding period otherwise started) and (ii) the Company Stockholder’s adjusted tax basis in such shares of Company Capital Stock; and (bn) The a funds flow memorandum setting forth other information reasonably requested by Acquirer, including wire transfer instructions with respect to any payment of Closing Company will also provide Debt and Unpaid Company Transaction Expenses to be paid by Acquirer (but, for the Paying Agentavoidance of doubt, if requested, social security numbers or tax identification numbers for each Shareholder entitled excluding wire transfer instructions with respect to receive any portion of that Merger Consideration hereunderpayment to Company Securityholders).

Spreadsheet. The Company shall deliver to Purchaser and the Paying Agent Parent three (3) Business Days prior to the Closing Date a spreadsheet (the "“Spreadsheet"”) in a form reasonably acceptable to PurchaserParent, which shall include, among other things, as of the Closing: (a) With with respect to each Shareholder entitled to receive any portion of the Merger Consideration set forth in this Agreement: Company Shareholder, (i) such Person's name, ’s address and, if available to the Company, social security number (or tax identification number, as applicable), type of entity and state of formation; (ii) the number and type of shares (i.e. common or preferred and series of preferred) of Company capital stock Capital Stock held by such Person, (iii) the respective certificate number(s) representing such shares, (iv) the percentage respective date(s) of the Company's outstanding capital stock held by acquisition of such Person shares, (v) the percentage of the Company's outstanding Series D Preferred Stock held by Pro Rata Portion applicable to such Person; , (vi) the percentage of the Company's outstanding Series E Preferred Stock held by Shareholder Pro Rata Portion applicable to such Person; Person (vii) the aggregate amount of cash to be paid to such Person at the Closing in respect of such shares; , (viii) the amount of cash to be deposited into the Escrow Fund on behalf of such Person in respect of the Indemnification Escrow Amount, (viii) the amount of cash to be deposited into the Escrow Fund on behalf of such Person in respect of the Working Capital Escrow Amount, (ix) the amount of cash to be paid to the Shareholder Representative on behalf of such Person in respect of the Holdback Amount, (x) whether any amounts required to be withheld and if so, the amount of such withholdings, and (xi) 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 whether such election under Section 83(b) of the Code was timely made; and (b) with respect to each holder of a Company Option, (i) such Person’s address and, if available to the Company, social security number (or tax identification number, as applicable), (ii) the number of shares of Parent Common Company Capital Stock underlying each Company Option held by such Person, (iii) the respective grant date(s) of such Company Options, (iv) the respective exercise price(s) per share of such Company Options, (v) whether such Company Options are incentive stock options or non-qualified stock options, (vi) the Pro Rata Portion applicable to such Person, (vii) the amount of cash to be issued and delivered deposited into the Escrow Fund in respect of the Indemnification Escrow Amount, (viii) the amount of cash to be deposited into the Escrow Fund on behalf of such Person in respect of the Working Capital Escrow Amount, (ix) the amount of cash to be paid to the Shareholder Representative on behalf of such Person in respect of the Holdback Amount, (x) the aggregate amount of cash to be paid to such Person at the Closing in respect of such shares; (ix) the number of shares of Parent Common Stock to be issued in the name of such Person at Closing and delivered to and held by the Purchaser on behalf of such Person as Holdback Shares pursuant to the terms of the Holdback Agreement; (x) the Pro Rata Share of such Person; Company Option, and (xi) whether any amounts are required to be withheld from any Shareholders and if so, the amount of such withholdings; and (b) The Company will also provide to the Paying Agent, if requested, social security numbers or tax identification numbers for each Shareholder entitled to receive any portion of that Merger Consideration hereunder.

Spreadsheet. The Company shall deliver to Purchaser and the Paying Agent No less than three (3) Business Days prior to Closing, the Closing Date Company shall prepare and deliver to Acquirer a spreadsheet (the "Spreadsheet") in a form reasonably acceptable to Purchaser), which spreadsheet shall include, among be dated as of the Closing Date and shall set forth all of the following information (in addition to the other thingsrequired data and information specified therein), as of immediately prior to the Closing, and shall be updated by the Shareholders’ Agent, to the extent necessary, prior to any payment or release of funds to the Company Securityholders following the Closing: (a) With respect the names of all Company Shareholders, Company Optionholders and Company Warrantholders, and their respective street and e-mail addresses, Israeli identification number (if any) or any other identification number registered in the Company’s shareholders register; (b) the number, class and series of Company Shares held by such Persons and the respective certificate numbers; (c) the number, class and series of Company Shares subject to, and if applicable, the exercise price per share in effect for, each Company Option and Company Warrant; (d) the vesting status and schedule; (e) for each Company Option that was exercised prior to each Shareholder entitled to receive any portion the date of delivery of the Merger Consideration set forth in this Agreement: Spreadsheet, the date of such exercise and whether such Company Option was granted pursuant to Section 3(i) of the Ordinance or Section 102 of the Ordinance (and the applicable subsection of Section 102 of the Ordinance), Section 422 of the Code, or any applicable foreign Tax law; (f) the calculation of the (i) such Person's nameAggregate Consideration, address and, if applicable, type of entity and state of formation; (ii) the number respective portion of the Aggregate Consideration, including the Adjustment Escrow Amount to be paid to each Company Shareholder, each Company Optionholder, and type of shares each Company Warrantholder (i.e. common or preferred and series of preferred) of Company capital stock held by each such Personportion, the "Consideration Portion"), (iii) the respective certificate number(s) representing such sharesCompany Series A Shares, (iv) the percentage of the Company's outstanding capital stock held by such Person Company Series B Shares, (v) the percentage of the Company's outstanding Company Series D Preferred Stock held by such Person; C Shares, (vi) the percentage of the Company's outstanding Company Series E Preferred Stock held by such Person; D Shares, (vii) the aggregate amount of cash to be paid to such Person at the Closing in respect of such shares; Company Series E Shares, (viii) the number of shares of Parent Common Stock to be issued and delivered to such Person at the Closing in respect of such shares; Fully-Diluted Company Ordinary Shares, (ix) the number of shares of Parent Common Stock to be issued in the name of such Person at Closing and delivered to and held by the Purchaser on behalf of such Person as Holdback Shares pursuant to the terms of the Holdback Agreement; Fully-Diluted Company Shares, (x) the Ordinary Shares Per Share Payment Amount, (xi) in respect of Company Employees who hold Unvested Company Options, the number of Option Cash Rights, and (xii) each Indemnifying Party’s Pro Rata Share of such Person; the Indemnity Escrow Fund and the Shareholders’ Agent Expense Amount (xi) whether any amounts are required to be withheld from any Shareholders expressed in both in dollars and if so, the amount of such withholdingsas a percentage); and (bg) The Company will also provide to the Paying Agent, if requested, social security numbers or tax identification numbers for each Shareholder entitled to receive any portion of that Merger Consideration hereundera funds flow memorandum setting forth applicable wire transfer instructions.

Spreadsheet. The At the Closing, the US Company shall deliver to Purchaser and the Paying Agent three (3) Business Days prior to the Closing Date a spreadsheet (the "Spreadsheet") in a form reasonably acceptable to Purchaser, which shall includeinclude the following information set forth below and shall be certified as complete, among other things, true and correct as of the Closing: Closing Date by the Chief Executive Officer of the US Company (the “Spreadsheet”): (a) With with respect to each Shareholder entitled to receive any portion holder of the Merger Consideration set forth in this Agreement: Common Shares, (i) such Person's ’s name, domicile address (and if different, last known mailing address) and, if available to the US Company, social security number (or tax identification number, as applicable) and email address, type of entity and state of formation; (ii) the number and type of shares (i.e. common or preferred and series of preferred) of Company capital stock Common Shares held by such Person, (iii) the respective certificate number(s) representing such sharesCommon Shares, (iv) the percentage respective date(s) of the Company's outstanding capital stock held by acquisition of such Person Common Shares, (v) the percentage Common Share Closing Payment to be paid and issued to such Person in respect of the Company's outstanding Series D Preferred Stock held by such Person; holder’s Common Shares, (vi) the percentage US Pro Rata Portion for such holder in respect of the Company's outstanding Series E Preferred Stock held by such Person; Common Shares, (vii) any amount required to be withheld from any payment to be made hereunder (including the aggregate employer withholding taxes) and the net cash amount of cash to be paid to such Person as a result of any such withholding amount, (viii) whether any such Common Shares are “covered securities” (as defined in §6045 of the Code), and if so, the acquisition price of such Common Shares, (ix) any outstanding Equityholder Loan and the amount thereunder to be repaid at Closing, and (x) such other relevant information that Purchaser may reasonably require; and (b) with respect to each holder of Indian Shares, (i) such Person’s name, domicile address (and if different, last known mailing address) and, if available to the Company, PAN number (or tax identification number, as applicable) and email address, (ii) the Indian Shares held by such Person, (iii) the respective certificate number(s) representing such Indian Shares, (iv) the respective date(s) of acquisition of such Indian Shares, (v) the Indian Share Closing Payment to be paid to such Person in respect of such shares; holder’s Indian Shares, (viiivi) the number of shares of Parent Common Stock to be issued and delivered to such Person at the Closing in respect of such shares; (ix) the number of shares of Parent Common Stock to be issued in the name of such Person at Closing and delivered to and held by the Purchaser on behalf of such Person as Holdback Shares pursuant to the terms of the Holdback Agreement; (x) the Pro Rata Share of such Person; and (xi) whether any amounts are amount required to be withheld from any Shareholders payment to be made hereunder (including the employer withholding taxes) and the net cash amount to be paid to such Person as a result of any such withholding amount, (vii) whether any such in respect of the Indian Shares are “covered securities” (as defined in §6045 of the Code), and if so, the amount acquisition price of such withholdings; and in respect of the Indian Shares, (bviii) The Company will also provide any outstanding Equityholder Loan and the amount thereunder to the Paying Agent, if requested, social security numbers or tax identification numbers for each Shareholder entitled to receive any portion of be repaid at Closing and (ix) such other relevant information that Merger Consideration hereunderPurchaser may reasonably require.

Spreadsheet. The Company shall deliver to Purchaser and the Paying Agent Not less than three (3) Business Days prior to the Closing Date Closing, the Company shall deliver to Parent a spreadsheet (setting forth the "Spreadsheet") following information, in a form and substance reasonably acceptable satisfactory to PurchaserParent and accompanied by documentation reasonably satisfactory to Parent in support of the calculation of the information set forth therein, which shall includecertified as true, among other things, correct and complete as of the Closing:Closing Date by the Chief Executive Officer and Chief Financial Officer of the Company (the “Spreadsheet” and the related certificate, the “Spreadsheet Certificate”): (a) With calculation of the Total Consideration and all components thereof, including Closing Cash, the Aggregate Strike Price Amount, Closing Indebtedness and Third Party Expenses; (b) calculation of the applicable Per Share Consideration for each class or series of Company Capital Stock; (c) with respect to each Shareholder entitled to receive any portion of the Merger Consideration set forth in this AgreementStockholder: (i) the name of such Person's nameholder, address and, if applicableavailable, type the e-mail address of entity and state of formation; such holder, (ii) whether such holder is a current or former employee of the number and type of shares (i.e. common or preferred and series of preferred) of Company capital stock held by such PersonCompany, (iii) the number, class and series of shares of Company Capital Stock held by such holder and the respective certificate number(s) representing such sharesnumbers, (iv) the percentage date of the Company's outstanding capital stock held by acquisition of such Person shares, (v) the percentage initial purchase price of any such shares that constitute a “covered security” within the Company's outstanding Series D Preferred Stock held by such Person; meaning of Treasury Regulations Section 1.6045-1(a)(15), (vi) whether any Taxes are to be withheld in accordance with Section 1.8 from the percentage of the Company's outstanding Series E Preferred Stock held by consideration that such Person; holder is entitled to receive pursuant to Section 1.6(b)(i), (vii) the aggregate Pro Rata Portion of such holder, (viii) the amount of cash to be paid to such Person at deposited into the Closing in respect Escrow Fund and the Expense Fund on behalf of such sharesholder pursuant to this Agreement, and (ix) such other additional information which Parent may reasonably request; and (d) with respect to each Company Option: (i) the name of the holder thereof, and, if available, the e-mail address of such holder, (ii) whether such holder is an employee, consultant, director or officer of the Company, (iii) the grant date and expiration date thereof, (iv) whether such Company Option was granted pursuant to the Plan, (v) the extent to which such Company Option is vested as of immediately prior to the Effective Time (taking into account any Company Option (or portion thereof) that, as a result of the Merger will accelerate in full and no longer be subject to any further vesting, right of repurchase, risk of forfeiture or other such conditions), (vi) 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, (vii) whether such holder is a Continuing Employee or a Non-Continuing Employee (it being understood that such information may be updated at any time prior to the Closing), (viii) the number exercise price per share of shares of Parent Common Stock to be issued and delivered to such Person at Company Option following the Closing in respect of such shares; accordance with Section 1.6(c), (ix) the number of shares of Parent Common Stock cash consideration that such holder is entitled to be issued receive in the name of such Person at Closing accordance with Section 1.6(c), and delivered to and held by the Purchaser on behalf of such Person as Holdback Shares pursuant to the terms of the Holdback Agreement; (x) the Pro Rata Share of such Person; and (xi) whether any amounts are required to be withheld from any Shareholders and if so, the amount of such withholdings; and (b) The Company will also provide to the Paying Agent, if requested, social security numbers or tax identification numbers for each Shareholder entitled to receive any portion of that Merger Consideration hereunderother information which Parent may reasonably request.

Spreadsheet. The Company shall deliver to Purchaser and the Paying Agent three Parent, not less than two (32) Business Days prior to the Closing Date Date, a spreadsheet (the "“Spreadsheet"”) in a form reasonably acceptable to PurchaserParent, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer of the Company (such certification, the “Spreadsheet Certificate”) as of the Closing and which shall include, among other things, as of the Closing: (a) With respect to each Shareholder entitled to receive any portion of the Merger Consideration set forth in this Agreement: Company Stockholder, (i) such Person's name, ’s address and, if available to the Company, email address and social security number (or tax identification number, as applicable), type of entity and state of formation; (ii) the number and type of shares (i.e. common or preferred and series of preferred) of Company capital stock Capital Stock held by such Person, (iii) the respective certificate number(s) representing such sharesshares (with data for each such certificate on a separate row of the Spreadsheet), (iv) the percentage of the Company's outstanding capital stock held by Pro Rata Portion applicable to such Person Person, (v) the percentage of the Company's outstanding Series D Preferred Stock held by such Person; (vi) the percentage of the Company's outstanding Series E Preferred Stock held by such Person; (vii) the aggregate amount of cash to be paid and shares of Parent Common Stock to be issued to such Person at the Closing in respect of such shares; , (vi) the aggregate amount of cash and amount of shares of Parent Common Stock deposited with the Escrow Agent in respect of the Escrow Amount and with the Stockholder Representative in respect of the Expense Fund Amount with respect to such Person, (vii) any amounts required to be withheld and (viii) such other information relevant thereto or that Parent or the paying agent may reasonably request; and (b) with respect to each holder of a Company Option or Company RSU, (i) such Person’s address and, if available to the Company, social security number (or tax identification number, as applicable), (ii) the number of shares of Parent Common Company Capital Stock to be issued and delivered underlying each Company Option and/or Company RSU held by such Person, (iii) the respective grant date(s) of such Company Options and/or RSUs, (iv) the respective exercise price(s) per share of such Company Options, (v) the respective vesting arrangement(s) with respect to such Person at Company Options and/or RSUs, (vi) whether such Company Options are incentive stock options or non-qualified stock options, and (vii) such other information relevant thereto or that Parent may reasonably request. (c) as applicable, the Closing in Spreadsheet shall also include, with respect of such shares; (ix) the number to each holder of shares of Parent Common Company Capital Stock to or any other security that would be issued in deemed a “covered security” under Treasury Regulation § 1.6045-1(a)(15), the name cost basis and date of issuance of such Person at Closing and delivered to and held by the Purchaser on behalf of such Person as Holdback Shares pursuant to the terms of the Holdback Agreement; (x) the Pro Rata Share of such Person; and (xi) whether any amounts are required to be withheld from any Shareholders and if so, the amount of such withholdings; and (b) The Company will also provide to the Paying Agent, if requested, social security numbers shares or tax identification numbers for each Shareholder entitled to receive any portion of that Merger Consideration hereundersecurities.

Spreadsheet. The Company shall deliver to Purchaser Parent and the Paying Exchange Agent not less than three (3) Business Days prior to the Closing Date a spreadsheet (the "“Spreadsheet"”) in a form reasonably acceptable to PurchaserParent, which spreadsheet shall be certified as true, complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company pursuant to an Officer Certification as of the Closing and which shall include, among other things, as of the Closing: (a) With with respect to each Shareholder entitled to receive any portion of the Merger Consideration set forth in this Agreement: Shareholder, (i) such Person's name’s address and social security number (or tax identification number, address andas applicable), if applicable, type of entity and state of formation; (ii) the number and type of shares (i.e. common or preferred and series of preferred) of Company capital stock Transferred Stock held by such PersonPerson (including whether such shares are Company Common Stock or Company Series A Preferred Stock), (iii) the respective certificate number(s) representing such shares, (iv) the percentage liquidation preference and conversion ratio applicable to each share of the Company's outstanding capital stock held by such Person Company Preferred Stock, (v) the percentage date of the Company's outstanding Series D Preferred Stock held by acquisition of such Person; shares, (vi) the percentage of the Company's outstanding Series E Preferred Stock held by Pro Rata Escrow Portion applicable to such Person; , (vii) the aggregate amount of cash to be paid to such Person at the Closing in respect of such shares; each holder pursuant to Section 1.6, (viii) the amount of cash, if any, to be paid by the Shareholder in settlement of tax withholding obligations pursuant to Section 1.6(e) and outstanding Shareholder loans pursuant to Section 1.6(f), and (xi) such other information relevant thereto or which the Exchange Agent may reasonably request. (b) with respect to each holder of a Company Option, (i) such Person’s address and social security number (or tax identification number, if applicable), (ii) the number of shares of Parent Common Company Transferred Stock underlying each Company Option held by such Person, (iii) the respective grant date(s) of such Company Options, (iv) the respective exercise price(s) per share of such Company Options, (v) whether such Company Options are incentive stock options or non-qualified stock options, (vi) the amount of cash to be issued paid to each holder pursuant to Section 1.6, (vii) the amount of cash, if any, to be paid by such holder in settlement of tax withholding obligations pursuant to Section 1.6(e), and delivered (viii) such other information relevant thereto or which the Exchange Agent may reasonably request; and (c) with respect to each holder of a Company Warrant, (i) such Person at the Closing in respect of such shares; Person’s address, (ixii) the number of shares of Parent Common Company Transferred Stock to be issued in underlying each Company Warrant held by such Person, (iii) the name respective issuance date(s) of such Person at Closing and delivered to and held by the Purchaser on behalf of such Person as Holdback Shares pursuant to the terms of the Holdback Agreement; Company Warrants, (xiv) the Pro Rata Share of respective vesting arrangement(s) with respect to such Person; and Company Warrants, (xiv) whether any amounts are required to be withheld from any Shareholders and if so, the amount of such withholdings; and cash to be paid to each holder pursuant to Section 1.6, (bvi) The Company will also provide to the Paying Agentamount of cash, if requestedany, social security numbers to be paid by such holder in settlement of tax withholding obligations pursuant to Section 1.6(e), and (vii) such other information relevant thereto or tax identification numbers for each Shareholder entitled to receive any portion of that Merger Consideration hereunderwhich the Exchange Agent may reasonably request.

Spreadsheet. The Company shall deliver to Purchaser Parent and the Paying Exchange Agent three (3) Business Days prior to the Closing Date a spreadsheet (the "“Spreadsheet"”) substantially in a the form reasonably acceptable to Purchaserattached hereto as Schedule 5.20, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Treasurer of the Company as of the Closing and which shall include, among other things, as of the Closing: (a) With with respect to each Shareholder entitled to receive any portion of the Merger Consideration set forth in this Agreement: Shareholder, (i) such Person's name’s address and social security number (or tax identification number, address andas applicable), if applicable, type of entity and state of formation; (ii) the number and type of shares (i.e. common or preferred and series of preferred) of Company capital stock Capital Stock held by such PersonPerson (including whether such shares are Company Common Stock, Company Series A Preferred Stock, the Company Series B Preferred Stock, the Company C Preferred Stock or the Company Series D Preferred Stock or Company Special Stock), (iii) the respective certificate number(s) representing such shares, (iv) whether such shares constitute Company Unvested Common Stock (including, for each certificate, the percentage number of shares that are vested as of the Company's outstanding capital stock held by such Person Closing), (v) the percentage liquidation preference applicable to each share of the Company's outstanding Series D Company Preferred Stock held by such Person; (pursuant to Section 1.6), (vi) the percentage date of the Company's outstanding Series E Preferred Stock held by acquisition of such Person; shares, (vii) the aggregate amount of cash to be paid Pro Rata Portion applicable to such Person at the Closing in respect of such shares; Person, (viii) the number of shares of Parent Common Stock to be issued and delivered amount of cash to be paid to each holder, (ix) the number shares of Parent Common Stock and amount of cash, if any, to be paid by the Shareholder in settlement of tax withholding obligations pursuant to Section 1.6(h), and (x) such other information relevant thereto or which the Exchange Agent may reasonably request, and (b) with respect to each Vested Company Optionholder and/or holder of Common Bonus Units and/or holder of a Company Warrant, (i) such Person’s address and social security number (or tax identification number, as applicable), (ii) the number of shares of Company Capital Stock underlying each Company Option and Company Warrant held by such Person and the number of Common Bonus Units (if any) held by such Person, (ii) the respective grant date(s) of such Company Options, (iii) the respective exercise price(s) of such Company Options and Company Warrants, (iv) whether such Company Options are incentive stock options or non-qualified stock options, (v) the aggregate amount of cash to be paid to such Person person at the Closing in respect of such shares; (ix) the number of shares of Parent Common Stock to be issued in the name of such Person at Closing any Vested Company Options and delivered to and Company Warrants held by the Purchaser on behalf of such Person as Holdback Shares pursuant to the terms of the Holdback Agreement; Person, (xvi) the Pro Rata Share of Portion applicable to such Person; , (vii) any tax withholding amounts, if applicable, and (xiviii) whether any amounts are required to be withheld from any Shareholders and if so, such other information relevant thereto or that Parent or the amount of such withholdings; and (b) The Company will also provide to the Paying Agent, if requested, social security numbers or tax identification numbers for each Shareholder entitled to receive any portion of that Merger Consideration hereunderExchange Agent may reasonably request.