Common use of Payment Spreadsheet Clause in Contracts

Payment Spreadsheet. At least three Business Days prior to the Closing, the Company shall deliver to Parent a spreadsheet in substantially the form of Schedule 2.11 attached hereto (the “Payment Spreadsheet”), duly certified by the Chief Executive Officer or Chief Operating Officer of the Company, setting forth the following information, in a form reasonably satisfactory to Parent (and consistent with the Closing Date Balance Sheet): (i) the Company’s good faith calculation of the Estimated Merger Consideration and each component of the Estimated Merger Consideration; (ii) the information with respect to the Estimated Company Transaction Costs required by Section 5.4; (iii) the information with respect to the Estimated Indebtedness as required by Section 5.5; and (iv) with respect to each Equityholder and Promised Option Holder as of the Closing Date: (A) the name, address and (to the extent available) email address of such Equityholder and Promised Option Holder, (B) the number and class of all Outstanding Shares and Vested Options held by such Equityholder, (C) the aggregate Per Share Closing Consideration allocable to each Stockholder in respect of such Stockholder’s Outstanding Shares, (D) the amount of Vested Option Payments allocable to each Vested Option Holder in respect of such Vested Option Holder’s Vested Options, (E) the amount of the Management Carveout Payment allocable to each Management Carveout Participant, (F) the amount of the Promised Option Payment allocable to each Promised Option Holder, (G) each Equityholder’s Applicable Holdback Percentage, (H) each Equityholder’s Applicable Percentage, (I) whether there is any required withholding on account of Taxes with respect to such Equityholder’s portion of the Net Closing Merger Consideration or such Promised Option Holder’s Promised Option Payment, and, with respect to each Stockholder, the amount of any such withholding with respect to payment for such Stockholder’s Outstanding Shares, and (J) the wire transfer instructions of such Equityholder and Promised Option Holder with respect to the payments to be made by Parent pursuant to Section 2.11(b). Parent and, following the Closing, the Company, may rely on the instructions of the Representative for distributions of cash and shall have no responsibility or liability with respect thereto. Parent shall make distributions of cash after the Closing to the Equityholders in the same form and in accordance with the same wiring instructions or delivery addresses, as applicable, as such distributions were made to each such Equityholder in connection with the Closing (as set forth in the Payment Spreadsheet), except as otherwise indicated in any update delivered to Parent by the Representative to reflect any assignments or other changes in factual information. Upon Parent making each aggregate payment required of it under this Agreement to the Equityholders in accordance with the final Payment Spreadsheet delivered by the Company prior to the Closing as provided herein, Parent shall have fulfilled its obligations with respect to such payments. Parent shall have no liability (whether directly or indirectly through the Company following the Closing) whatsoever with respect to the allocation of the distribution of the payments of the Merger Consideration among the Equityholders. No party to this Agreement shall take any tax or other position that is contrary to the allocations set forth in the Payment Spreadsheet unless otherwise required by Applicable Law.

Payment Spreadsheet. At least three four (4) Business Days prior to the ClosingClosing (with an update to be delivered on the day prior to the Closing based on the updated Parent Trading Price), the Company shall deliver to Parent a spreadsheet in substantially the form of Schedule 2.11 attached hereto (the “Payment Spreadsheet”), duly certified by the Chief Executive Officer or Chief Operating Officer of the Company, ) setting forth the following information, in a form and substance reasonably satisfactory to Parent (and consistent with accompanied by documentation reasonably satisfactory to Parent in support of the Closing Date Balance Sheet):information set forth therein: (i) the Company’s good faith calculation of the Estimated Merger Total Common Consideration, the Total Common Cash Consideration, the Total Common Stock Consideration, the Total Consideration and each component of the Estimated Merger Considerationall components thereof; (ii) calculation of the information with respect to Parent Trading Price, the Estimated Company Transaction Costs required by Section 5.4Per Share Common Cash Consideration, the Per Share Common Stock Consideration, the Per Share Series B Liquidation Stock Consideration, the Per Share Series C Liquidation Stock Consideration, the Series B Aggregate Liquidation Preference, and the Series C Aggregate Liquidation Preference; (iii) the information with respect to each Stockholder: (A) the Estimated Indebtedness name and address of such holder on record with the Company and, if available, the e-mail address of such holder, (B) whether such holder is a current or former employee of the Company and whether such holder is a Key Employee, (C) the number, class and series of all shares of Company Capital Stock held by such holder and the respective certificate numbers of all certificates evidencing all such shares, (D) with respect to any shares of Company Capital Stock held by such Stockholder that were issued on or after January 1, 2011 and that are “covered securities” within the meaning of Treasury Regulations §1.6045-1(a)(15), the date of acquisition of all such shares and the adjusted tax basis of such shares, (E) the number of any such shares that are Dissenting Shares, (F) whether any Taxes are required to be withheld in accordance with Section 2.4 from the consideration that such holder is entitled to receive pursuant to Section 1.3(b)(i) or Section 1.3(b)(ii) by reason of the performance of services by such holder, (G) such Stockholder’s Loan Repayment Amount, if any, (H) the cash consideration that such holder is entitled to receive pursuant to Section 1.3(b)(i) (on a certificate-by-certificate basis and in the aggregate), (I) the stock consideration that such holder is entitled to receive pursuant to Section 1.3(b)(i) (on a certificate-by-certificate basis and in the aggregate), (J) the aggregate Merger Consideration that such holder is entitled to receive pursuant to Section 1.3(b)(i) (on a certificate-by-certificate basis and in the aggregate), net of (x) the amount of cash to be held by the Escrow Agent as required part of the Escrow Amount pursuant to Section 2.3(b)(ii), (y) such Stockholder’s Loan Repayment Amount, if any, and (z) the amount of cash to be deposited into the Representative Expense Fund on behalf of such holder pursuant to Section 2.3(b)(iii), (K) whether such holder is an Accredited Investor (based on the questionnaire submitted by such holder or at the direction of Parent in accordance with Section 5.57.9) and (L) the amount of Parent Class A Common Stock to be held by the Escrow Agent as part of the Escrow Amount and the amount of cash to be retained by Parent as the Escrow Amount and the amount of cash to be deposited into the Representative Expense Fund on behalf of such holder pursuant to Section 2.3(b)(ii), Article IX and Section 2.3(b)(iii), respectively and such Stockholder’s Pro Rata Portion in the Escrow Amount and the Representative Expense Fund; and (iv) with respect to each Equityholder and Promised Option Holder as of the Closing DateCompany Option: (A) the namename and address of the holder thereof on record with the Company and, address and (to if available, the extent available) email e-mail address of such Equityholder and Promised Option Holderholder, (B) the number and class of all Outstanding Shares and Vested Options held by whether such EquityholderCompany Option is an Employee Option or a Non-Employee Option, (C) the aggregate Per Share Closing Consideration allocable to each Stockholder in respect of such Stockholder’s Outstanding Sharesgrant date and expiration date thereof, (D) whether such Company Option was granted pursuant to the amount of Vested Option Payments allocable to each Vested Option Holder in respect of such Vested Option Holder’s Vested OptionsPlan, (E) the amount vesting schedule (including all acceleration provisions) applicable to such Company Option and 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 Management Carveout Payment allocable First Merger and pursuant to each Management Carveout Participantthis Agreement will accelerate in full and no longer be subject to any further vesting, right of repurchase, risk of forfeiture or other such conditions), (F) the amount exercise price per share and the number, class and series of shares of Company Capital Stock underlying such Company Option immediately prior to the Promised Option Payment allocable to each Promised Option HolderClosing, (G) each Equityholder’s Applicable Holdback Percentagewhether such holder is a Continuing Employee or a Non-Continuing Employee, (H) each Equityholder’s Applicable Percentagethe Pro Rata Portion of the holder of such Company Option, (I) whether there is any required withholding on account of Taxes with respect to such Equityholder’s portion of the Net Closing Merger Consideration or such Promised Option Holder’s Promised Option Payment, and, with respect to each Stockholder, the amount of any cash to be retained by Parent as the Escrow Amount and the amount of cash to be deposited into the Representative Expense Fund on behalf of the holder of such withholding with respect Company Option pursuant to payment for such Stockholder’s Outstanding SharesSection 2.3(b)(ii) and Section 2.3(b)(iii), respectively, and (J) the wire transfer instructions Option Consideration that such holder is entitled to receive in accordance with Section 1.3(c)(i), if any, net of the amount of cash to be retained by Parent as Escrow Amount and the amount of cash to be deposited into the Representative Expense Fund on behalf of such Equityholder and Promised Option Holder with respect holder pursuant to the payments to be made by Parent pursuant to Section 2.11(b). Parent and, following the Closing, the Company, may rely on the instructions of the Representative for distributions of cash 2.3(b)(ii) and shall have no responsibility or liability with respect thereto. Parent shall make distributions of cash after the Closing to the Equityholders in the same form and in accordance with the same wiring instructions or delivery addresses, as applicable, as such distributions were made to each such Equityholder in connection with the Closing (as set forth in the Payment SpreadsheetSection 2.3(b)(iii), except as otherwise indicated in any update delivered to Parent by the Representative to reflect any assignments or other changes in factual information. Upon Parent making each aggregate payment required of it under this Agreement to the Equityholders in accordance with the final Payment Spreadsheet delivered by the Company prior to the Closing as provided herein, Parent shall have fulfilled its obligations with respect to such payments. Parent shall have no liability (whether directly or indirectly through the Company following the Closing) whatsoever with respect to the allocation of the distribution of the payments of the Merger Consideration among the Equityholders. No party to this Agreement shall take any tax or other position that is contrary to the allocations set forth in the Payment Spreadsheet unless otherwise required by Applicable Lawrespectively.

Payment Spreadsheet. At least three (a) No later than one (1) Business Days Day prior to the ClosingClosing Date, the Company shall deliver to Parent and the Paying Agent a final payment spreadsheet in substantially the form of Schedule 2.11 attached hereto (the “"Payment Spreadsheet”), duly certified by the Chief Executive Officer or Chief Operating Officer of the Company, ") setting forth the following information, in a form reasonably satisfactory to Parent (and consistent with the Closing Date Balance Sheet): (i) the Company’s 's good faith calculations of the following (in each case, based on the calculation of the Estimated Merger Consideration set forth in the Pre-Closing Statement and each component the draft Payment Spreadsheet as modified pursuant to Section 4.4(b) below): -49- **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** (i) the calculation of the Estimated Merger Consideration, including each component thereof; (ii) the information with respect to calculation of the Estimated Company Transaction Costs required by Section 5.4Per Share Common Closing Merger Consideration; (iii) the information with respect to calculation of the Estimated Indebtedness as required by Section 5.5; andAggregate Closing Stockholder Proceeds; (iv) the calculations of the Aggregate Closing Option Proceeds, the Estimated Tax Refund Amount, and the Closing Tax Refund Payments; (v) the number of Fully Diluted Shares as of the Effective Time based on the Initial Consideration; (vi) with respect to each Equityholder and Promised Option Holder as of the Closing Date: Stockholder (A) the namename and, address and (to the extent if available) email , address of such Equityholder and Promised Option HolderStockholder, (B) the number and class of all Outstanding Shares and Vested Options shares of Company Capital Stock held by such EquityholderStockholder and the certificate numbers in respect thereof, (C) the aggregate Per Share Closing Consideration allocable consideration that such Stockholder is entitled to each Stockholder in respect receive pursuant to Section 1.6(b) (Effect of such Stockholder’s Outstanding SharesMerger on Company Capital Stock), (D) the aggregate amount of Vested Option Payments allocable to each Vested Option Holder in respect of be deliveredat Closing to such Vested Option Holder’s Vested OptionsStockholder, (E) the amount percentage of any Positive Adjustment and any amounts to be disbursed to Securityholders out of the Management Carveout Payment allocable Adjustment Escrow Fund and/or the Seller Representative Fund (in each case, as applicable) to which each Management Carveout Participantsuch Stockholder is entitled, (F) the amount percentage of any Per Share Tax Refund Amount to which each such Stockholder would be entitled under Section 4.13(j) (Transaction Tax Deductions), assuming the Pro Rata Portion as of the Promised Option Payment allocable to each Promised Option HolderEffective Time, and (G) each Equityholder’s Applicable Holdback Percentage, (H) each Equityholder’s Applicable Percentage, (I) whether there is any required withholding on account of Taxes with respect to such Equityholder’s portion Stockholder's Pro Rata Portion as of the Net Closing Merger Consideration or such Promised Option Holder’s Promised Option Payment, Effective Time; and, (vii) with respect to each StockholderOptionholder (A) the name and, if available, address of such holder, (B) the exercise price per share and the number of shares of Company Capital Stock underlying such Company Option immediately prior to the Effective Time, (C) the Option Closing Consideration that such Optionholder is entitled to receive pursuant to Section 1.6(c) (Effect of Merger on Company Options) (subject to Section 1.6(d) (Withholding Taxes)), and, if applicable, t11eClosing Tax Refund Payments that such Optionholder is entitled to receive pursuant to Section 4.13(j) (Transaction Tax Deductions), (D) the aggregate amount to be delivered by the Surviving Corporation following the Closing to such Optionholder, (E) the percentage of any Positive Adjustment and any amounts to be disbursedto Securityholders out of the Adjustment Escrow Fund and/or the Seller Representative Fund (in each case, as applicable) to which each such withholding with respect Optionholder is entitled, (F) the percentage of any Per Share Tax Refund Amount to payment for which each such Stockholder’s Outstanding SharesOptionholder would be entitled under Section 4.13(i) (Transaction Tax Deductions), assuming the Pro Rata Portion as of the Effective Time, and (JG) such Optionholder's Pro Rata Portion as of the wire transfer instructions Effective Time. (b) No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver, or cause to be prepared and delivered, to Parent, a draft of such Equityholder the Payment Spreadsheet (based on the calculation of the Estimated Merger Consideration set forth in the Pre-Closing Statement). Parent shall be entitled to review, and Promised Option Holder the Company shall -50- **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** consider in good faith, and update with respect to to, the payments to be made by reasonable comments of Parent on, the draft Payment Spreadsheet. The Payment Spreadsheet delivered pursuant to Section 2.11(b). Parent and4.4(a) (Contents ofPayment Spreadsheet) shall be based upon the draftPayment Spreadsheet delivered pursuant to this Section 4.4(b) after the Company's good faith consideration of, following the Closingand updates with respect to, the Companyreasonable comments of Parent thereon. Parent, may rely on the instructions of Surviving Corporation and the Representative for distributions of cash Paying Agent and their respective Affiliates shall have no responsibility liability to any current, former or liability with respect thereto. Parent shall make distributions of cash after alleged Securityholder for relying on or paying the Closing to the Equityholders in the same form and Merger Consideration in accordance with the same wiring instructions or delivery addresses, as applicable, as such distributions were made to each such Equityholder in connection with the Closing (as set forth in the Payment Spreadsheet), except as otherwise indicated in any update delivered to Parent by the Representative to reflect any assignments or other changes in factual information. Upon Parent making each aggregate payment required of it under this Agreement to the Equityholders in accordance with the final Payment Spreadsheet delivered by the Company prior to the Closing as provided herein, Parent shall have fulfilled its obligations with respect to such payments. Parent shall have no liability (whether directly or indirectly through the Company following the Closing) whatsoever with respect to the allocation of the distribution of the payments of the Merger Consideration among the Equityholders. No party to this Agreement shall take any tax or other position that is contrary to the allocations set forth in the Payment Spreadsheet unless otherwise required by Applicable Law.

Payment Spreadsheet. At least three (3) Business Days prior to the Closing, the Company shall deliver to Parent a payment spreadsheet in substantially the form of Schedule 2.11 attached hereto file (the “Payment Spreadsheet”), duly certified by the Chief Executive Officer or Chief Operating Officer of the Company, setting forth ) which includes the following informationinformation (which, in a form reasonably satisfactory to Parent (and consistent with for the Closing Date Balance Sheetavoidance of doubt, may be specified on one or multiple tabs): (i) the Company’s good faith amount and calculation of the Estimated Merger Base Consideration, the Total Consideration, the Total Closing Consideration and each component of the Estimated Merger Total Closing Residual Consideration; (ii) the information with amount of the aggregate Series A-2 Liquidation Amount in respect to of all outstanding shares of the Estimated Company Transaction Costs required by Section 5.4Series A-2 Preferred Stock; (iii) the information number of Total Outstanding Common Shares; (iv) the amount and calculation of the Closing Per Option Amount with respect to the Estimated Indebtedness as required by Section 5.5; andeach Vested Company Option; (ivv) the amount and calculation of the Closing Per Warrant Amount with respect to each Company Warrant; (vi) the Holdback Amount to be held back by Parent in respect of each Holder’s Aggregate Pro Rata Portion; (vii) the Aggregate Pro Rata Portion of the Representative Expense Fund in respect of each Holder; (viii) the Aggregate Exercise Amount; (ix) with respect to each Equityholder and Promised Option Holder as of the Closing DateStockholder: (A) the name, address name and (to the extent available) email address of such Equityholder and Promised Option HolderStockholder, and, if available, the mailing address of such Stockholder, (B) whether such Stockholder is a current or former Employee of the number and class of all Outstanding Shares and Vested Options held by such EquityholderCompany (or any Subsidiary), (C) the aggregate Per Share Closing Consideration allocable to each number, class and series of shares of Company Capital Stock held by such Stockholder in respect of such Stockholder’s Outstanding Sharesand the respective certificate number or Book Entry number, as applicable, (D) the amount date of Vested Option Payments allocable to each Vested Option Holder in respect acquisition of such Vested Option Holder’s Vested Optionsshares, (E) the amount of the Management Carveout Payment allocable whether any Taxes are to each Management Carveout Participantbe withheld in accordance with Section 1.9 that such Stockholder is entitled to receive pursuant to Section 1.6(b), (F) the amount of cash consideration that such Stockholder is entitled to receive at the Promised Option Payment allocable Closing pursuant to each Promised Option HolderSection 1.6(b) (on a certificate-by-certificate basis and in the aggregate), (G) each Equityholder’s Applicable Holdback Percentagethe Pro Rata Portion of such Stockholder, (H) the amount of cash to be held back by Parent in respect of the Holdback Amount and the amount of cash to be deemed deposited in the Representative Expense Fund (on a certificate-by-certificate basis based on such Stockholder’s Pro Rata Portion with respect to each Equityholdersuch certificate and on an aggregate basis based on such Stockholder’s Applicable PercentageAggregate Pro Rata Portion), (I) whether there is any required withholding on account of Taxes with respect to such Equityholder’s portion of the Net Closing Merger Consideration or such Promised Option Holder’s Promised Option Payment, and, with respect to each Stockholder, the amount of any such withholding with respect to payment for such Stockholder’s Outstanding SharesLoan Repayment Amount, if any, and (J) the net cash amounts to be paid to such Stockholder at the Closing after giving effect to the foregoing clauses (H and I) (on a certificate-by-certificate basis and in the aggregate); (x) with respect to each Optionholder: (A) the name and email address of such Optionholder, and, if available, the mailing address of such Optionholder, (B) whether such holder is a current or former employee of the Company (or any Subsidiary), (C) the number of shares of Company Common Stock subject to and the exercise price per share in effect for each Company Option (broken out on an option-by-option basis), (D) the grant date of such Company Option, (E) the vesting schedule (including all acceleration provisions) applicable to such Company Option and the extent to which such Company Option is vested as of immediately prior to the Effective Time, (F) whether any Taxes are to be withheld in accordance with Section 1.9 that such Optionholder is entitled to receive pursuant to Section 1.6(b), (G) the cash consideration that such holder is entitled to receive at Closing pursuant to Section 1.6(b) based on such Optionholder’s Pro Rata Portion, (H) the Pro Rata Portion of such Optionholder, (I) the amount of cash to be held back by Parent in respect of the Holdback Amount and the amount of cash to be deemed deposited in the Representative Expense Fund (on an option-by-option basis based on such Optionholder’s Pro Rata Portion with respect to each such option and in the aggregate based on such Optionholder’s Aggregate Pro Rata Portion) on behalf of such Optionholder, and (J) the net cash amounts to be paid to such holder at the Closing after giving effect to the foregoing clause (I) (on an option-by-option basis and in the aggregate); (xi) with respect to any share of Company Capital Stock or any other security of the Company, that, in each case, would be deemed a “covered security” under Treasury Regulations Section 1.6045-1(a)(15), such holder’s date of acquisition and adjusted basis in such shares; (xii) with respect to each Warrantholder: (A) the name and email address of such Warrantholder, and, if available, the mailing address of such Warrantholder, (B) whether such holder is a current or former Employee of the Company (or any Subsidiary), (C) the number of shares of Company Common Stock subject to and the exercise price per share in effect for each Company Warrant (broken out on an option-by-option basis), (D) the grant date of such Company Warrant, (E) the vesting schedule (including all acceleration provisions) applicable to such Company Warrant and the extent to which such Company Warrant is vested as of immediately prior to the Effective Time, (F) the cash consideration that such holder is entitled to receive at the Closing pursuant to Section 1.6(b) (on an warrant-by-warrant basis and in the aggregate) and (G) the Pro Rata Portion of such Warrantholder; (H) the amount of cash to be held back by Parent in respect of the Holdback Amount and the amount of cash to be deemed deposited in the Representative Expense Fund (on an warrant-by-warrant basis based on such Warrantholder’s Pro Rata Portion with respect to each such warrant and in the aggregate based on such Warrantholder’s Aggregate Pro Rata Portion) on behalf of such Warrantholder, and (I) the net cash amounts to be paid to such holder at the Closing after giving effect to the foregoing clause (H) (on an warrant-by-warrant basis and in the aggregate); (xiii) a funds flow spreadsheet, in form and substance reasonably satisfactory to Parent, showing: (i) the aggregate amount of cash to be delivered by Parent to: (A) the Paying Agent pursuant to Section 1.8(b)(i), (B) the Surviving Corporation pursuant to Section 1.8(b)(ii), and (C) the Representative pursuant to this Agreement and (ii) wire transfer instructions of such Equityholder and Promised Option Holder with respect to the payments for each payment to be made by Parent pursuant to Section 2.11(b). Parent andor the Paying Agent reflected therein, following the Closing, the Company, may rely on the including wire transfer instructions of the Representative for distributions of cash and shall have no responsibility or liability with respect thereto. Parent shall make distributions of cash after the Closing to the Equityholders in the same form and in accordance with the same wiring instructions or delivery addresses, as applicable, as such distributions were made to each such Equityholder in connection with the Closing (as set forth in the Payment Spreadsheet), except as otherwise indicated in any update delivered to Parent by the Representative to reflect any assignments or other changes in factual information. Upon Parent making each aggregate payment required of it under this Agreement to the Equityholders in accordance with the final Payment Spreadsheet delivered by the Company prior to the Closing as provided herein, Parent shall have fulfilled its obligations with respect to such payments(A) the Company’s third party payroll provider and (B) payments to be made to third parties in respect of Specified Liabilities. Parent shall have no liability (whether directly or indirectly through the Company following the Closing) whatsoever with respect to the allocation of the distribution of the payments of the Merger Consideration among the Equityholders. No party to this Agreement shall take any tax or other position that is contrary to the allocations Amounts set forth in the Payment Spreadsheet unless otherwise required shall be calculated by Applicable Lawthe Company in accordance with the Charter Documents, as applicable. Parent and the Paying Agent may rely upon the Payment Spreadsheet, and in no event will Parent, the Paying Agent or any of their respective Affiliates (including the Surviving Corporation) have any liability to any Holder or other Person on account of payments made in accordance with the terms of this Agreement and as set forth on the Payment Spreadsheet.

Payment Spreadsheet. (a) At least three Business Days prior the Closing (and subject to the ClosingSection 4.4(b)), the Company shall deliver to Parent a payment spreadsheet in substantially the form of Schedule 2.11 attached hereto (the “Payment Spreadsheet”), duly certified by the Chief Executive Officer or Chief Operating Officer of the Company, ) setting forth the following information, in a form reasonably satisfactory Company’s good faith estimate as of immediately prior to Parent (and consistent with the Closing Date Balance Sheet):Effective Time of: (i) the Company’s good faith calculation of the Estimated Merger Consideration and (including each component of the Estimated Merger Considerationthereof); (ii) the information with respect to calculation of the Estimated Company Transaction Costs required by Section 5.4Aggregate Closing Stockholder Proceeds and the Aggregate Closing Optionholder Proceeds; (iii) the information with respect to the Estimated Indebtedness as required by Section 5.5; and (iv) with respect to each Equityholder and Promised Option Holder as of the Closing DateStockholder: (A) the name, address and (to if available, the extent availablee-mail address) email address of such Equityholder and Promised Option HolderStockholder, if available; (B) the number number, class and class series of all Outstanding Shares and Vested Options shares of Company Capital Stock held by such Equityholder, Stockholder and the certificate numbers in respect thereof; (C) the aggregate Per Share portion of the Aggregate Closing Consideration allocable Stockholder Proceeds to each be delivered at Closing to such Stockholder (calculated in respect of such Stockholderaccordance with the Company’s Outstanding Shares, Organizational Documents and the Company Equity Plan); and (D) the amount of Vested Option Payments allocable to each Vested Option Holder in respect of such Vested Option Holder’s Vested Options, Stockholder’ Pro Rata Portion; (Eiv) the amount of the Management Carveout Payment allocable to each Management Carveout Participant, (F) the amount of the Promised Option Payment allocable to each Promised Option Holder, (G) each Equityholder’s Applicable Holdback Percentage, (H) each Equityholder’s Applicable Percentage, (I) whether there is any required withholding on account of Taxes with respect to such Equityholder’s portion of the Net Closing Merger Consideration or such Promised Option Holder’s Promised Option Payment, and, with respect to each Stockholder, the amount of any such withholding with respect to payment for such Stockholder’s Outstanding Shares, and Optionholder: (JA) the wire transfer instructions name and address of such Equityholder holder, if available; (B) the extent to which the Company Option held by such Optionholder is vested as of the Effective Time; (C) the exercise price per share and Promised the number, class and series of shares of Company Capital Stock underlying such Company Option Holder with respect immediately prior to the payments Effective Time; (D) portion of the Aggregate Closing Optionholder Proceeds to be made by Parent pursuant to Section 2.11(b). Parent and, following the Closing, the Company, may rely on the instructions of the Representative for distributions of cash and shall have no responsibility or liability with respect thereto. Parent shall make distributions of cash after the delivered at Closing to the Equityholders in the same form and such Optionholder (calculated in accordance with the same wiring instructions Company’s Organizational Documents and the Company Equity Plan); and (E) such Optionholder’s Pro Rata Portion; (v) the Persons to whom Repaid Indebtedness is owed and their respective payoff amounts and wire transfer instructions; (vi) the Persons to whom Unpaid Transaction Expenses are owed at Closing and their respective payoff amounts and wire transfer instructions; and (vii) a separate column indicating whether each Optionholder or delivery addresses, as applicable, as such distributions were made to each such Equityholder in connection with the Closing (as set forth in the Payment Spreadsheet), except as otherwise indicated in any update delivered to Parent Stockholder will be paid by the Representative to reflect any assignments Paying Agent or other changes in factual information. Upon Parent making each aggregate payment required of it under this Agreement to the Equityholders in accordance with the final Payment Spreadsheet delivered by the through Company payroll. (b) No later than three (3) Business Days prior to the Closing as provided hereinDate, Parent the Company shall have fulfilled its obligations with respect prepare and deliver, or cause to such paymentsbe prepared and delivered, to Parent, a draft of the Payment Spreadsheet. Parent shall have no liability (whether directly or indirectly through be entitled to review, and the Company following shall consider in good faith the Closing) whatsoever with respect to reasonable comments of Parent on, the allocation of the distribution of the payments of the Merger Consideration among the Equityholders. No party to this Agreement shall take any tax or other position that is contrary to the allocations set forth in the draft Payment Spreadsheet unless otherwise required by Applicable LawSpreadsheet.

Payment Spreadsheet. At least three Business Days prior Prior to the Closing, the Company shall deliver to Parent a payment spreadsheet in substantially the form of Schedule 2.11 attached hereto (the “Payment Spreadsheet”), duly certified by the Chief Executive Officer or Chief Operating Officer of the Company, ) setting forth the following information, in a form reasonably satisfactory to Parent (and consistent with the Closing Date Balance Sheet):forth: (i) the Company’s good faith amount and calculation of the Estimated Merger Total Consideration and each component of the Estimated Total Common Closing Merger Consideration; (ii) the information with respect to amount and calculation of the Estimated Company Transaction Costs required by Section 5.4Total Series B Preferred Liquidation Preference and Total Series C Preferred Liquidation Preference; (iii) the information with respect to amount and calculation of the Estimated Per Share Series B Preferred Liquidation Preference and the Per Share Series C Preferred Liquidation Preference; (iv) the amount and calculation of the Per Share Common Closing Merger Consideration and the Per Share Common Earnout Consideration; (v) the number of shares of Company Series C Preferred Stock; (vi) the number of Total Outstanding Shares; (vii) the amount of Indebtedness of the Company as required by Section 5.5of the close of business on the Closing Date; (viii) the amount of Third Party Expenses; (ix) the Per Share Common Earnout Cash Consideration; (x) the Per Share Common Earnout Stock Consideration; (xi) the Per Share Common Escrow Consideration; and (ivxii) with respect to each Equityholder and Promised Option Holder as of the Closing DateStockholder: (A) the name, address name and (to the extent available) email address of such Equityholder and Promised Option Holderholder, (B) whether such holder is a current or former employee of the number and class of all Outstanding Shares and Vested Options held by such EquityholderCompany (or any Subsidiary), (C) the aggregate Per Share Closing Consideration allocable to each Stockholder in respect number, class and series of shares of Company Capital Stock held by such Stockholder’s Outstanding Sharesholder and the respective certificate number, (D) the amount date of Vested Option Payments allocable to each Vested Option Holder in respect acquisition of such Vested Option Holder’s Vested Optionsshares and, with respect to any security that would be deemed a “covered security” under Treasury Regulations Section 1.6045-1(a)(15), the cost basis of such shares, (E) the amount cash consideration that such holder is entitled to receive pursuant to Section 1.6(b) and may be entitled to receive pursuant to Section 1.6(c) (on a certificate-by-certificate basis and in the aggregate, net of the Management Carveout Payment allocable to each Management Carveout Participant2015 Corrective Withholding (as applicable)), (F) the amount of stock consideration that such holder may be entitled to receive pursuant to Section 1.6(c) (on a certificate-by-certificate basis and in the Promised Option Payment allocable to each Promised Option Holderaggregate), (G) each Equityholder’s Applicable Holdback Percentagethe Pro Rata Portion of such holder, (H) the amount of cash to be deposited into the Escrow Fund and the amount of cash to be deposited in the Representative Escrow Fund, in each Equityholder’s Applicable Percentagecase, on behalf of such holder pursuant to this Agreement, and (I) whether there is any required withholding on account of Taxes with respect the net cash amounts to be paid to such Equityholder’s portion of holder at Closing after giving effect to the Net Closing Merger Consideration or such Promised Option Holder’s Promised Option Paymentforegoing clause (H) (on a certificate-by-certificate basis and in the aggregate), and, with respect to each Stockholder, (J) the amount of any such withholding with respect to due on any payment (assuming, solely for such Stockholder’s Outstanding Shares, and (J) the wire transfer instructions purposes of such Equityholder and Promised Option Holder with respect to the payments to be made by Parent pursuant to Section 2.11(b). Parent and, following the Closing, the Company, may rely on the instructions of the Representative for distributions of cash and shall have no responsibility or liability with respect thereto. Parent shall make distributions of cash after the Closing to the Equityholders in the same form and in accordance with the same wiring instructions or delivery addresses, as applicable, as such distributions were made to each such Equityholder in connection with the Closing (as set forth in preparing the Payment Spreadsheet), except as otherwise indicated in any update that such Stockholder has delivered to Parent the Exchange Agent the appropriate Form W-8, Form W-9 or similar tax form indicating that no withholding is required) and (K) such other information as required by the Representative Exchange Agent in the form of spreadsheet provided to reflect any assignments or other changes in factual information. Upon Parent making each aggregate payment required of it under this Agreement to the Equityholders in accordance with the final Payment Spreadsheet delivered by the Company prior to the Closing as provided herein, Parent shall have fulfilled its obligations with respect to such payments. Parent shall have no liability (whether directly or indirectly through the Company following the Closing) whatsoever with respect to the allocation of the distribution of the payments of the Merger Consideration among the Equityholders. No party to this Agreement shall take any tax or other position that is contrary to the allocations set forth in the Payment Spreadsheet unless otherwise required by Applicable Lawdate hereof.

Payment Spreadsheet. At least three Business Days prior Prior to the Closing, the Company shall deliver to Parent a payment spreadsheet in substantially the form of Schedule 2.11 attached hereto or spreadsheets (the “Payment Spreadsheet”), duly certified by the Chief Executive Officer or Chief Operating Officer of the Company, ) setting forth the following information, in a form reasonably satisfactory to Parent (and consistent with the Closing Date Balance Sheet):forth: (i) the Company’s good faith calculation amount of the Estimated Merger Consideration Total Consideration, the Total Cash Consideration, and each component of the Estimated Merger Total Stock Consideration; (ii) the information with respect to amount of the Estimated Company Transaction Costs required by Section 5.4Per Share Total Consideration Value, the Per Share Escrow Consideration, the Per Share Stockholder Closing Cash Consideration, the Per Share Stockholder Closing Stock Consideration, the Per Share Representative Fund Consideration and the Option Exchange Ratio; (iii) the information with respect to the Estimated Indebtedness as required by Section 5.5; andnumber of Total Outstanding Shares; (iv) with respect to each Equityholder and Promised Option Holder as of the Closing DateStockholder: (A) the name, address name and (to the extent available) email address of such Equityholder holder, (B) whether such holder is a current or former employee of the Company, (C) the number, class and Promised Option Holderseries of shares of Company Capital Stock held by such holder and the respective certificate number, (D) the date of acquisition of such shares and, with respect to any share or security that, in each case, would be deemed a “covered security” under Treasury Regulations Section 1.6045-1(a)(15), the adjusted tax basis of such shares, (E) the cash consideration that such holder is entitled to receive pursuant to Section 1.6(b) (on a certificate-by-certificate basis and in the aggregate (as applicable)), (F) the stock consideration that such holder may be entitled to receive pursuant to Section 1.6(b) (on a certificate-by-certificate basis and in the aggregate), (G) the Pro Rata Portion of such holder, (H) the amount of cash to be deposited into the Escrow Fund and the amount of cash to be deposited into the Representative Fund, in each case, on behalf of such holder pursuant to this Agreement, (I) the Consideration Holdback Amount of such holder and the number of shares of Parent Common Stock to be withheld and deposited with the Escrow Agent pursuant to the Consideration Holdback Agreement, on behalf of such holder, (J) the net cash and stock amounts to be paid to such holder at Closing after giving effect to the foregoing clauses (H) and (I) (on a certificate-by-certificate basis and in the aggregate), (K) the amount of any withholding due on any payment (assuming, solely for purposes of preparing the Payment Spreadsheet, that such Stockholder has delivered to the Exchange Agent the appropriate IRS Form W-8 or IRS Form W-9, as applicable, indicating that no withholding is required), and (L) such other information as required by the Exchange Agent in the form of spreadsheet provided to the Company prior to the date hereof; and (v) with respect to each holder of Company Options, (A) such holder’s name and address; (B) the number and class of all Outstanding Shares and Vested Options shares of Company Capital Stock underlying each Company Option held by such Equityholder, holder; (C) the aggregate Per Share respective exercise price per share of such Company Option; (D) the respective grant date(s) of such Company Option; (E) whether the holder of such Company Option is a Continuing Employee; (F) whether such Company Option is an incentive stock option or a non-qualified stock option; (G) the total number of such holder’s Company Options that will be Unvested Company Options as of immediately prior to the First Merger Effective Time (including, if applicable, Company Options that will be revested at the Closing Consideration allocable pursuant to each Stockholder an Option Vesting Amendment); (H) the total number of such holder’s Company Options that will be Vested Company Options as of immediately prior to the First Merger Effective Time; (I) in the case of Unvested Company Options, the respective vesting arrangement(s) (including vesting start date(s)) with respect to such Unvested Company Options, the per share exercise price applicable to such Company Options after being assumed by Parent and the number of shares of Parent Common Stock applicable to such Company Options after being assumed by Parent; (J) the amount of cash, if any, to be paid to such holder pursuant to Section 1.6(b) in respect of such Stockholder’s Outstanding SharesCompany Options, (DK) with respect to the Vested Company Options, the amount of cash to be deposited into the Escrow Fund and the amount of cash to be deposited into the Representative Fund, in each case, on behalf of such holder pursuant to this Agreement, (L) the amount of Vested Option Payments allocable any cash required to each Vested Option Holder in respect of such Vested Option Holder’s Vested Options, (E) the amount be paid by or on behalf of the Management Carveout Payment allocable to each Management Carveout Participant, (F) the amount of the Promised Option Payment allocable to each Promised Option Holder, (G) each Equityholder’s Applicable Holdback Percentage, (H) each Equityholder’s Applicable Percentage, (I) whether there is any required withholding on account of Taxes with respect to such Equityholder’s portion of the Net Closing Merger Consideration or such Promised Option Holder’s Promised Option Payment, and, with respect to each Stockholder, the amount Company Optionholder in settlement of any Tax withholding obligations and outstanding loans between the Company and such withholding with respect to payment for such Stockholder’s Outstanding SharesCompany Optionholder, and (JM) such other information as the wire transfer instructions of such Equityholder and Promised Option Holder with respect Exchange Agent or Parent may reasonably request in order to facilitate the payments to be made by Parent pursuant to this Section 2.11(b). Parent and, following the Closing, the Company, may rely on the instructions of the Representative for distributions of cash and shall have no responsibility or liability with respect thereto. Parent shall make distributions of cash after the Closing to the Equityholders in the same form and in accordance with the same wiring instructions or delivery addresses, as applicable, as such distributions were made to each such Equityholder in connection with the Closing (as set forth in the Payment Spreadsheet), except as otherwise indicated in any update delivered to Parent by the Representative to reflect any assignments or other changes in factual information. Upon Parent making each aggregate payment required of it under this Agreement to the Equityholders in accordance with the final Payment Spreadsheet delivered by the Company prior to the Closing as provided herein, Parent shall have fulfilled its obligations with respect to such payments. Parent shall have no liability (whether directly or indirectly through the Company following the Closing) whatsoever with respect to the allocation of the distribution of the payments of the Merger Consideration among the Equityholders. No party to this Agreement shall take any tax or other position that is contrary to the allocations set forth in the Payment Spreadsheet unless otherwise required by Applicable Law1.8.

Payment Spreadsheet. (a) At least 10 Business Days prior to the scheduled Closing Date, the Company shall prepare a draft payment spreadsheet in a form reasonably acceptable to Parent and the Paying Agent (the “Payment Spreadsheet”), which shall set forth the following information as of the Closing: (i) The calculation of “Merger Consideration”, including a separate line item for each adjustment thereto in accordance with the definition of “Merger Consideration” hereunder; (ii) A calculation of the “Per Share Merger Consideration” in accordance with the definition of “Per Share Merger Consideration” hereunder; (iii) A calculation of the “Escrow Percentage” and “Unvested Escrow Adjustment;” (iv) With respect to each Company Stockholder other than Company Stockholders who hold Unvested Company Capital Stock only, (1) such Person’s address, (2) the number, class and series of Company Capital Stock (other than shares of Unvested Company Capital Stock) held by such Person, (3) the respective certificate number(s) representing such shares, (4) if acquired on or after January 1, 2011, the respective date(s) of acquisition of such shares and such Person’s basis in such shares, (5) the portion of the Closing Payment Fund to be paid to such Company Stockholder at the Closing in respect of such shares, (6) such Company Stockholder’s Pro Rata Share of the Vested Escrow Amount expressed as a percentage and a Dollar amount, (7) such Company Stockholder’s Pro Rata Share of the Representative Expense Amount expressed as a percentage and a Dollar amount, (8) 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) of the Code was timely made, (9) the identification of any shares that were purchased upon exercise of an incentive stock option that was exercised within twelve months prior to the Effective Time and the ordinary income recapture amounts required to be reported to any Taxing Authority in connection therewith, and (10) such other relevant information that Parent or the Paying Agent may reasonably request; (v) With respect to each holder of Unvested Company Capital Stock, (1) such Person’s address, (2) the number of shares of Unvested Company Capital Stock held by such Person, (3) the respective certificate number(s) representing such shares, (4) if acquired on or after January 1, 2011, the respective date(s) of acquisition of such shares and such Person’s basis in such shares, (5) the vesting arrangement(s) with respect to such shares, (6) the identification of any shares 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) of the Code was timely made, (7) with respect to such shares held by Continuing Employees, the amount of cash to be retained and placed into the Continuing Employee Pool (including such Person’s Unvested Escrow Amount, a listing of the number of such shares that will vest each month following the Closing Date, the day of the month on which such vesting will occur and the payments owed to such holder in each quarter following the Closing Date (assuming, in each case, that all other vesting obligations are otherwise satisfied)), (8) such Person’s Pro Rata Share of the Unvested Escrow Amount expressed as a percentage and a Dollar amount, (9) such Person’s Pro Rata Share of the Representative Expense Amount expressed as a percentage and a Dollar amount, and (10) such other relevant information that Parent or the Paying Agent may reasonably request; (vi) With respect to each holder of a Company Option, (1) such Person’s address, (2) the number of shares of Company Capital Stock underlying each Company Option held by such Person, (3) the respective exercise price per share of such Company Option, (4) the respective grant date(s) of such Company Option, (5) the respective vesting arrangement(s) with respect to any Unvested Company Options, (6) whether the holder of such Company Option is a Continuing Employee, (7) whether such Company Option is an incentive stock option or a non-qualified stock option, (8) in the case of Vested Company Options, the portion of the Closing Payment Fund to be paid to the holder at Closing, and in the case of Unvested Company Options held by Continuing Employees, the amount of cash to be retained and placed into the Continuing Employee Pool (including such Person’s Unvested Escrow Amount, a listing of the number of shares that will vest each month following the Closing Date, the day of the month on which such vesting will occur and the payments owed to such holder in each quarter following the Closing Date (assuming, in each case, that all other vesting obligations are otherwise satisfied)), (9) such Person’s Pro Rata Share of the Vested Escrow Amount expressed as a percentage and a Dollar amount, (10) such Person’s Pro Rata Share of the Representative Expense Amount expressed as a percentage and a Dollar amount, and (11) such other relevant information that Parent or the Paying Agent may reasonably request; (vii) With respect to the holder of the Company Warrants that will be cashed out in connection with the Closing, (1) such Person’s address, (2) the number and class and series of shares of Company Capital Stock underlying each Company Warrant held by such Person, (3) the respective exercise price per share of such Company Warrant, (4) the date of issuance of each Company Warrant, (5) such Person’s basis (as provided by such Person) in the shares of Company Capital Stock issuable with respect to each such Company Warrant), (6) the portion of the Closing Payment Fund to be paid to the holder at Closing, (7) such Person’s Pro Rata Share of the Vested Escrow Amount expressed as a percentage and a Dollar amount, (8) such Person’s Pro Rata Share of the Representative Expense Amount expressed as a percentage and a Dollar amount, and (9) such other relevant information that Parent or the Paying Agent may reasonably request; and (viii) With respect to each Continuing Employee who is a party to a Company Option Commitment Letter, (1) such Person’s address, (2) the number of shares of Company Capital Stock underlying each Company Option Commitment held by such Person, (3) the respective deemed exercise price per share of such Company Option Commitment, (4) the respective intended grant date(s) of such Company Option Commitment, (5) the respective vesting arrangement(s) with respect to such Company Option Commitment, (6) the amount of cash to be retained and placed into the Company Option Commitment Pool (including such Person’s Unvested Escrow Amount, a listing of the number of shares that will vest each month following the Closing Date, the day of the month on which such vesting will occur and the payments owed to such holder in each quarter following the Closing Date (assuming, in each case, that all other vesting obligations are otherwise satisfied)), (7) such Person’s Pro Rata Share of the Unvested Escrow Amount expressed as a percentage and a Dollar amount, (8) such Person’s Pro Rata Share of the Representative Expense Amount expressed as a percentage and a Dollar amount, and (9) such other relevant information that Parent or the Paying Agent may reasonably request. (b) In the event that any information set forth in the Payment Spreadsheet becomes inaccurate at any time prior to the Effective Time, the Company shall deliver a revised Payment Spreadsheet, together with a new certification consistent with Section 6.9(a), whereupon such revised Payment Spreadsheet shall be deemed to be the “Payment Spreadsheet” for all purposes of and under this Agreement. (c) The Company acknowledges and agrees that the Paying Agent, Escrow Agent and Parent and its agents shall be entitled to rely on the Payment Spreadsheet for purposes of making any payments hereunder. (d) At least three Business Days prior to the Closingscheduled Closing Date, the Company shall deliver to Parent prepare a spreadsheet in substantially final copy of the form of Schedule 2.11 attached hereto (the “Payment Spreadsheet”), duly certified as true, complete and correct by the Chief Executive Officer or and the Chief Operating Financial Officer of the Company, setting forth the following information, in a form reasonably satisfactory to Parent (and consistent with the Closing Date Balance Sheet): (i) the Company’s good faith calculation of the Estimated Merger Consideration and each component of the Estimated Merger Consideration; (ii) the information with respect to the Estimated Company Transaction Costs required by Section 5.4; (iii) the information with respect to the Estimated Indebtedness as required by Section 5.5; and (iv) with respect to each Equityholder and Promised Option Holder as of the Closing Date: (A) the name, address and (to the extent available) email address of such Equityholder and Promised Option Holder, (B) the number and class of all Outstanding Shares and Vested Options held by such Equityholder, (C) the aggregate Per Share Closing Consideration allocable to each Stockholder in respect of such Stockholder’s Outstanding Shares, (D) the amount of Vested Option Payments allocable to each Vested Option Holder in respect of such Vested Option Holder’s Vested Options, (E) the amount of the Management Carveout Payment allocable to each Management Carveout Participant, (F) the amount of the Promised Option Payment allocable to each Promised Option Holder, (G) each Equityholder’s Applicable Holdback Percentage, (H) each Equityholder’s Applicable Percentage, (I) whether there is any required withholding on account of Taxes with respect to such Equityholder’s portion of the Net Closing Merger Consideration or such Promised Option Holder’s Promised Option Payment, and, with respect to each Stockholder, the amount of any such withholding with respect to payment for such Stockholder’s Outstanding Shares, and (J) the wire transfer instructions of such Equityholder and Promised Option Holder with respect to the payments to be made by Parent pursuant to Section 2.11(b). Parent and, following the Closing, the Company, may rely on the instructions of the Representative for distributions of cash and shall have no responsibility or liability with respect thereto. Parent shall make distributions of cash after the Closing to the Equityholders in the same form and in accordance with the same wiring instructions or delivery addresses, as applicable, as such distributions were made to each such Equityholder in connection with the Closing (as set forth in the Payment Spreadsheet), except as otherwise indicated in any update delivered to Parent by the Representative to reflect any assignments or other changes in factual information. Upon Parent making each aggregate payment required of it under this Agreement to the Equityholders in accordance with the final Payment Spreadsheet delivered by the Company prior to the Closing as provided herein, Parent shall have fulfilled its obligations with respect to such payments. Parent shall have no liability (whether directly or indirectly through the Company following the Closing) whatsoever with respect to the allocation of the distribution of the payments of the Merger Consideration among the Equityholders. No party to this Agreement shall take any tax or other position that is contrary to the allocations set forth in the Payment Spreadsheet unless otherwise required by Applicable Law.

Payment Spreadsheet. At least three two (2) Business Days prior to the ClosingClosing Date, the Company shall deliver to Parent Acquiror a spreadsheet in substantially the form of Schedule 2.11 attached hereto (the “Payment Spreadsheet”)spreadsheet, duly certified by the Chief Executive Officer or Chief Operating Officer on behalf of the Company’s Chief Executive Officer, setting forth the following information, in a form and substance reasonably satisfactory to Parent Acquiror and accompanied by documentation reasonably satisfactory to Acquiror in support of the information set forth therein (and consistent with the Closing Date Balance Sheet“Payment Spreadsheet”): (i) the Company’s good faith a detailed calculation of the Estimated Merger Total Closing Consideration and each component of the Estimated Merger Considerationcomponents and subcomponents thereof; (ii) a detailed calculation of the information with respect to Total Share Number and the Estimated Company Transaction Costs required by Section 5.4Cash Share Number and each of the components and subcomponents thereof; (iii) a detailed calculation of the information with respect Stock Award Exchange Ratio and each of the components and subcomponents thereof; provided, however, that the calculation for Acquiror Stock Price shall be provided to the Estimated Indebtedness as required Company by Section 5.5; andAcquiror; (iv) a detailed calculation of the Per Share Consideration, the Per Share Escrow & Expense Contribution, and the Per Share Closing Cash Consideration, and each of the components and subcomponents of the foregoing; (v) a detailed calculation of the Per Share Indemnity Escrow Release Consideration, and each of the components and subcomponents of the foregoing, assuming full release of the Indemnity Escrow Fund; (vi) a detailed calculation of the Per Share Adjustment Consideration assuming a Final Net Working Capital Surplus of one million ($1,000,000); (vii) with respect to each Equityholder and Promised Option Holder as of the Closing DateStockholder: (A) the name, address and of record, e-mail address (to the extent if available) email address ), jurisdiction of Tax residence of such Equityholder and Promised Option Holder, Stockholder (if available); (B) whether such Stockholder is an Employee and the number nature of any such relationship (including the entity with which such Employee has a relationship); (C) the number, class and class series of all Outstanding Shares and Vested Options shares of Company Capital Stock held by such EquityholderStockholder and the respective certificate or other identifying numbers of all Company Stock Certificates or Company Book-Entries evidencing all such shares; (D) the date of issuance of such shares of Company Capital Stock and the date of acquisition of such shares of Company Capital Stock by such Stockholder, and the consideration paid to the Company for such issuance (Con a per share and aggregate basis) and, if such shares were not acquired by issuance from the Company, the transferee of such shares, and, if Known, the consideration paid by the holder thereof for such shares (on a per share and aggregate basis); (E) the identification of any shares of Company Capital Stock that were (x) acquired through the exercise of an option, whether such option was a nonstatutory option or an incentive stock option as defined in Section 422 of the Code, the date of grant of such option, the vesting schedule of such option, and the date of exercise of such option, or (y) issued as Company Restricted Stock, the date of grant of such shares of Company Restricted Stock, the vesting schedule of such shares of Company Restricted Stock (F) the number of any such shares that are Dissenting Shares; (G) such Stockholder’s Loan Repayment Amount, if any, and whether Taxes are required to be withheld; (H) the aggregate Per Share Closing Cash Consideration allocable such Stockholder is entitled to each Stockholder receive pursuant to Section 1.3(b)(i) (on a certificate-by-certificate and book-entry-by-book-entry basis and in respect the aggregate), gross and net of such Stockholder’s Outstanding SharesLoan Repayment Amount, if any, and whether Taxes are required to be withheld; (I) such Stockholder’s aggregate Per Share Indemnity Escrow Release Consideration and the Per Share Expense Fund Release Amount, in each case, assuming full release of the Indemnity Escrow Fund and Expense Fund, respectively, and Per Share Adjustment Consideration assuming a Final Net Working Capital Surplus of one million ($1,000,000); (J) whether such Stockholder executed and delivered a Joinder Agreement and such Stockholder’s Pro Rata Portion; (K) with respect to each holder of shares of Company Capital Stock issued on or after January 1, 2011 -9- or any other security that, in each case, is a “covered security” under Treasury Regulations Section 1.6045-1(a)(15), the cost basis of such shares or securities; and (L) whether such Stockholder is a Withholding Securityholder with respect to such Company Capital Stock; (viii) with respect to each Optionholder: (A) the name, address of record, e-mail address (if available), jurisdiction of Tax residence of such Optionholder (if available); (B) whether such Optionholder is an Employee and the nature of any such relationship (including the entity with which such Employee has a relationship); (C) the grant date and expiration date of each Company Option held by such Optionholder; (D) whether each such Company Option was granted pursuant to the Plans; (E) the vesting schedule (including all acceleration provisions) applicable to each such Company Option and the extent to which each 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); (F) the exercise price per share and the number, class and series of shares of Company Capital Stock underlying each such Company Option immediately prior to the Effective Time; (G) whether each such Company Option is a Vested Company Option or an Unvested Company Option and an In-the-Money Company Option or an Out-of-the-Money Company Option; (H) whether each such Company Options qualifies as incentive stock options as defined in Section 422 of the Code or nonstatutory stock options; (I) such Optionholder’s Loan Repayment Amount, if any, and whether any Taxes are required to be withheld; (J) if a Vested Company Option, the aggregate Per Share Closing Cash Consideration such Optionholder is entitled to receive pursuant to Section 1.3(c)(i) (on an option-by-option basis and in the aggregate), gross and net of such Optionholder’s Loan Repayment Amount, if any, exercise price, and whether Taxes are required to be withheld; (K) if an Unvested Company Option, the aggregate number of shares of Acquiror Common Stock subject to an Assumed Company Option, the per share exercise price of such Assumed Company Option, and the vesting schedule (including number of shares vesting per vesting period) of such Assumed Company Option; (L) if a Vested Company Option, such Optionholder’s aggregate Per Share Indemnity Escrow Release Consideration and the Per Share Expense Fund Release Amount, in each case, assuming full release of the Indemnity Escrow Fund and Expense Fund, respectively, and Per Share Adjustment Consideration assuming a Final Net Working Capital Surplus of one million ($1,000,000); (M) whether such Optionholder executed and delivered a Joinder Agreement and such Optionholder’s Pro Rata Portion; and (N) whether such Optionholder is a Withholding Securityholder with respect to such Company Options; (ix) with respect to each Warrantholder: (A) the name, address of record, e-mail address (if available), jurisdiction of Tax residence of such Warrantholder (if available); (B) whether such Warrantholder is an Employee and the nature of any such relationship (including the entity with which such Employee has a relationship); (C) the issue date and expiration date of each Company Warrant held by such Warrantholder; (D) the amount of Vested Option Payments allocable vesting schedule (including all acceleration provisions) applicable to each Vested Option Holder such Company Warrant and the extent to which each such Company Warrant is vested as of immediately prior to the Effective Time (taking into account any Company Warrant (or portion thereof) that, as a result of the Merger will accelerate in respect full and no longer be subject to any further vesting, right of repurchase, risk of forfeiture or other such Vested Option Holder’s Vested Options, conditions); (E) the amount exercise price per share and the number, class and series of shares of Company Capital Stock underlying each such Company Warrant immediately prior to the Management Carveout Payment allocable to each Management Carveout Participant, Effective Time; (F) whether each such Company Warrant is an In-the-Money Company Warrant or an Out-of-the-Money Company Warrant; (G) such Warrantholder’s Loan Repayment Amount, if any, and whether Taxes are required to be withheld; (H) the amount aggregate Per Share Closing Cash Consideration such Warrantholder is entitled to receive pursuant to Section 1.3(d)(i) (on a warrant-by-warrant basis and in the aggregate), gross and net of such Warrantholder’s Loan Repayment Amount, if any, exercise price, and whether Taxes are required to be withheld; (I) such Warrantholder’s aggregate Per Share Indemnity Escrow Release Consideration and the Per Share Expense Fund Release Amount, in each case, assuming full release of the Indemnity Escrow Fund and Expense Fund, respectively, and Per Share Adjustment Consideration assuming a Final Net Working Capital Surplus of one million ($1,000,000); (J) whether such Warrantholder executed and delivered a Joinder Agreement and such Warrantholder’s Pro Rata Portion; and (K) whether such Warrantholder is a Withholding Securityholder with respect to such Company Warrant; (x) with respect to each recipient of a Promised Option: (A) the name, address of record, e-mail address (if available), jurisdiction of Tax residence of such recipient of a Promised Option; (B) the number of shares of Company Common Stock subject of such Promised Option and that portion of the Promised Option Payment allocable to each Promised Option Holder, (G) each Equityholder’s Applicable Holdback Percentage, (H) each Equityholder’s Applicable Percentage, (I) whether there is any required withholding on account of Taxes with respect Value attributable to such Equityholdershares; (C) the number of shares of Acquiror Common Stock subject to such recipient’s portion Acquiror RSU Award to be granted (assuming such recipient is a Continuing Employee); and (D) the vesting schedule (including number of the Net Closing Merger Consideration or such Promised Option Holder’s Promised Option Payment, and, with respect to each Stockholder, the amount of any such withholding with respect to payment shares vesting per vesting period) for such Stockholder’s Outstanding Shares, and Acquiror RSU Award; (Jxi) the wire transfer or other payment instructions of such Equityholder and Promised Option Holder with respect to the payments for all amounts to be made paid by Parent pursuant Acquiror in accordance with this Agreement, including any Third Party Expenses and Closing Indebtedness that Acquiror is to Section 2.11(b). Parent andpay, or cause to be paid, following the Closing, Closing on the Company, may rely on the instructions of the Representative for distributions of cash and shall have no responsibility or liability with respect thereto. Parent shall make distributions of cash after the Closing to the Equityholders in the same form and in accordance with the same wiring instructions or delivery addresses, as applicable, as ’s behalf; and (xii) such distributions were made to each such Equityholder other information reasonably requested by Acquiror in connection with the Closing (as set forth in the Payment Spreadsheet), except as otherwise indicated in any update delivered to Parent by the Representative to reflect any assignments or other changes in factual information. Upon Parent making each aggregate payment required of it under this Agreement to the Equityholders in accordance with the final Payment Spreadsheet delivered by the Company prior to the Closing as provided herein, Parent shall have fulfilled its obligations with respect to such payments. Parent shall have no liability (whether directly or indirectly through the Company following the Closing) whatsoever with respect to the allocation of the distribution of facilitating the payments of the Merger Consideration among the Equityholders. No party to contemplated by this Agreement shall take any tax or other position that is contrary to the allocations set forth in the Payment Spreadsheet unless otherwise required by Applicable LawAgreement.

Payment Spreadsheet. At least three (3) Business Days prior to the ClosingClosing Date, the Company shall deliver to Parent a spreadsheet in substantially the form of Schedule 2.11 attached hereto Payment Spreadsheet (the “Payment Spreadsheet”), duly in form reasonably acceptable to Parent, which Payment Spreadsheet shall be certified as complete and correct by the Chief Executive Officer, the Chief Financial Officer or and/or the Chief Operating Officer of the CompanyCompany for and on behalf of the Company as of the Closing, setting forth the following information, in forth: (a) a form reasonably satisfactory to Parent (and consistent with the Closing Date Balance Sheet): calculation of (i) the Company’s good faith calculation of Aggregate Merger Consideration, the Estimated Closing Merger Consideration and the Per Share Closing Consideration, including, in each case, each component of the Estimated Merger Consideration; thereof, (ii) the information with respect to the Estimated Company Transaction Costs required by Section 5.4; Exchange Ratio and (iii) the information with respect Escrow Amount; (b) for each holder of Company Common Stock (after giving effect to the Estimated Indebtedness issuance of shares of Company Common Stock upon the full conversion of all shares of Company Preferred Stock and the full exercise of all Company Options (other than Cash-Out Options and Assumed Company Options) and any Company Warrants that are exercised prior to Closing and the full settlement of all Company RSUs (other than Assumed Company RSUs)) or Cash-Out Options, (i) such holder’s address on the books and records of the Company, (ii) a denotation of whether such holder is an employee of the Company, (iii) if applicable, the aggregate number, and the class and series, of all shares of Company Common Stock held by such holder (including the respective certificate numbers) as required by Section 5.5; and of immediately prior to the Effective Time, (iv) with respect to each Equityholder the date of acquisition of all such shares of Company Common Stock and Promised Option Holder as such holder’s cost basis therein; (v) a denotation of the Closing Date: (A) the name, address and (to the extent available) email address whether any such shares of such Equityholder and Promised Option HolderCompany Common Stock constitute Unvested Company Common Stock, (B) the number and class of all Outstanding Shares and Vested Options held by such Equityholder, (Cvi) the aggregate Per Share Closing Consideration allocable to each Stockholder be paid to such holder in cash in respect of all such Stockholderholder’s Outstanding Sharesshares of Company Common Stock and Cash-Out Options (other than Unvested Company Common Stock), (Dvii) if applicable, the amount aggregate number of Vested Option Payments allocable to each Vested Option Holder in respect shares of Company Common Stock issuable upon the exercise of such Vested Option Holderholder’s Vested Cash-Out Options, (Eviii) if applicable, the per share exercise price of each of such holder’s Cash-Out Options, (ix) the amount aggregate number of shares of Parent Common Stock to be issued to such holder in exchange for all such holder’s shares of Unvested Company Common Stock, (x) such holder’s Pro Rata Portion of the Management Carveout Payment allocable to each Management Carveout Participant, (F) the amount of the Promised Option Payment allocable to each Promised Option Holder, (G) each Equityholder’s Applicable Holdback Percentage, (H) each Equityholder’s Applicable Percentage, (I) whether there is any required withholding on account of Taxes with respect to such Equityholder’s portion of the Net Closing Merger Consideration or such Promised Option Holder’s Promised Option Payment, and, with respect to each Stockholder, the amount of any such withholding with respect to payment for such Stockholder’s Outstanding SharesEscrow Fund, and (Jxi) such other information relevant thereto as Parent may reasonably request; and (c) for each Assumed Company Option, (i) the wire transfer instructions address of the holder of such Equityholder Assumed Company Option on the books and Promised Option Holder with respect to the payments to be made by Parent pursuant to Section 2.11(b). Parent and, following the Closing, records of the Company, (ii) the aggregate number of shares of Parent Common Stock issuable upon the exercise of such Assumed Company Option, (iii) the per share exercise price of such Assumed Company Option, and (iv) such other information relevant thereto as Parent may rely reasonably request; and (d) for each Assumed Company RSU, (i) the address of the holder of such Assumed Company RSU on the instructions books and records of the Representative for distributions Company, (ii) the aggregate number of cash shares of Parent Common Stock issuable upon the settlement of such Assumed Company RSU, and shall have no responsibility or liability with respect thereto. (iii) such other information relevant thereto as Parent shall make distributions of cash after the Closing to the Equityholders in the same form and in accordance with the same wiring instructions or delivery addresses, as applicable, as such distributions were made to each such Equityholder in connection with the Closing (as set forth in the Payment Spreadsheet), except as otherwise indicated in any update delivered to Parent by the Representative to reflect any assignments or other changes in factual information. Upon Parent making each aggregate payment required of it under this Agreement to the Equityholders in accordance with the final Payment Spreadsheet delivered by the Company prior to the Closing as provided herein, Parent shall have fulfilled its obligations with respect to such payments. Parent shall have no liability (whether directly or indirectly through the Company following the Closing) whatsoever with respect to the allocation of the distribution of the payments of the Merger Consideration among the Equityholders. No party to this Agreement shall take any tax or other position that is contrary to the allocations set forth in the Payment Spreadsheet unless otherwise required by Applicable Lawmay reasonably request.

Payment Spreadsheet. (i) At least three two (2) Business Days prior to the ClosingClosing Date, the Company shall deliver to Parent Acquiror a spreadsheet in substantially spreadsheet, certified on behalf of the form of Schedule 2.11 attached hereto (the “Payment Spreadsheet”), duly certified by the Company’s Chief Executive Officer or and Chief Operating Officer of the CompanyFinancial Officer, setting forth the following information, in a form reasonably and substance satisfactory to Parent Acquiror (acting reasonably) and consistent with accompanied by documentation satisfactory to Acquiror (acting reasonably) in support of the Closing Date Balance Sheetinformation set forth therein (the “Payment Spreadsheet”): (iA) the Company’s good faith a detailed calculation of the Estimated Merger Total Closing Consideration, the Aggregate Liquidation Preference, the Residual Consideration, and each of the components and subcomponents of the foregoing; (B) a detailed calculation of the Total Share Number and the Stock and Warrant Share number and each of the components and subcomponents of the foregoing; (C) a detailed calculation of the Stock Award Exchange Ratio and each of the components and subcomponents thereof; (D) a detailed calculation of the Per Share Residual Amount, the Per Share Expense Contribution, the Per Share Closing Participation Amount, and each of the components and subcomponents of the foregoing; (E) a detailed calculation of the Per Share Indemnity Escrow Release Consideration and each component of the Estimated Merger Considerationcomponents and subcomponents thereof, assuming full release of the Indemnity Escrow Fund; (iiF) a detailed calculation of the information with respect to the Estimated Company Transaction Costs required by Section 5.4Per Share Adjustment Consideration assuming a hypothetical Closing Net Working Capital Surplus of one million dollars ($1,000,000); (iii) the information with respect to the Estimated Indebtedness as required by Section 5.5; and (ivG) with respect to each Equityholder and Promised Option Holder as of the Closing DateStockholder: (A) the name, address of record, e-mail address (if available), and (to the extent available) email address jurisdiction of Tax residence of such Equityholder and Promised Option Holder, Stockholder (if available); (B) whether such Stockholder is an Employee and the number and class nature of all Outstanding Shares and Vested Options held by any such Equityholder, service relationship (including the entity with which such Employee has a service relationship); (C) the number, class and series of all shares of Company Capital Stock held by such Stockholder and the respective certificate or other identifying numbers of all Company Stock Certificates or Company Book-Entries evidencing all such shares (and whether such shares are certificated or in book-entry); (D) the date of issuance of such shares of Company Capital Stock and the date of acquisition of such shares of Company Capital Stock by such Stockholder, and the consideration paid to the Company for such issuance (on a per share and aggregate basis) and, if such shares were not acquired by issuance from the Company, the transferee of such shares, and, if Known, the consideration paid by the holder thereof for such shares (on a per share and aggregate basis); (E) the identification of any shares of Company Capital Stock that were (x) acquired through the exercise of an option, whether such option was a nonstatutory option or an incentive stock option as defined in Section 422 of the Code, the date of grant of such option, the vesting schedule of such option, and the date of exercise of such option, or (y) issued as Company Restricted Stock, the date of grant of such shares of Company Restricted Stock, the vesting schedule of such shares of Company Restricted Stock; (F) the number of any such shares that are Dissenting Shares; (G) such Stockholder’s Loan Repayment Amount, if any, and whether any Taxes are required to be withheld (assuming for this purpose that such Stockholder provides the necessary documentation to establish that backup withholding does not apply); (H) the aggregate number of Acquiror Ordinary Shares such Stockholder is entitled to receive pursuant to Section 1.3(b) (on a certificate-by-certificate and book-entry-by-book-entry basis and in the aggregate), gross and net of such Stockholder’s Loan Repayment Amount, if any, and the amount of any Taxes that are required to be withheld; (I) such Stockholder’s aggregate Per Share Indemnity Escrow Release Consideration assuming full release of the Indemnity Escrow Fund, and Per Share Adjustment Consideration assuming a hypothetical Closing Consideration allocable Net Working Capital Surplus of one million dollars ($1,000,000); and (J) such Stockholder’s Pro Rata Portion and Escrow Pro Rata Share; (H) with respect to each Stockholder Optionholder: (A) the name, address of record, e-mail address (if available), jurisdiction of Tax residence of such Optionholder (if available); (B) whether such Optionholder is an Employee and the nature of any such service relationship (including the entity with which such Employee has a service relationship); (C) the grant date and expiration date of each In-the-Money Company Option held by such Optionholder; (D) whether each such In-the-Money Company Option was granted pursuant to the Plan; (E) the vesting schedule (including all acceleration provisions) applicable to each such In-the-Money Company Option and the extent to which each such In-the-Money Company Option is vested and unvested as of immediately prior to the Effective Time (taking into account any In-the-Money 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); (F) the exercise price per share and the number, class and series of shares of Company Capital Stock underlying each such In-the-Money Company Option immediately prior to the Effective Time; (G) whether each such In-the-Money Company Option is an incentive stock options as defined in Section 422 of the Code or a nonstatutory stock option; (H) such Optionholder’s Loan Repayment Amount, if any, and whether any Taxes are required to be withheld; (I) the aggregate number of Acquiror Ordinary Shares subject to an Assumed Company Option, the per share exercise price of such Assumed Company Option, and the vesting schedule (including number of shares vesting per vesting period) of such Assumed Company Option; (I) with respect to each Warrantholder: (A) the name, address of record, e-mail address (if available), jurisdiction of Tax residence of such Warrantholder (if available); (B) whether such Warrantholder is an Employee and the nature of any such service relationship (including the entity with which such Employee has a service relationship); (C) the issue date and expiration date of each Company Warrant held by such Warrantholder; (D) the vesting schedule (including all acceleration provisions) applicable to each such Company Warrant and the extent to which each such Company Warrant is vested as of immediately prior to the Effective Time (taking into account any Company Warrant (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); (E) the exercise price per share and the number, class and series of shares of Company Capital Stock underlying each such Company Warrant immediately prior to the Effective Time; (F) whether each such Company Warrant is an In-the-Money Company Warrant or an Out-of-the-Money Company Warrant; (G) such Warrantholder’s Loan Repayment Amount, if any, and whether any Taxes are required to be withheld (assuming for this purpose that such Warrantholder provides the necessary documentation to establish that backup withholding does not apply); (H) the aggregate number of Acquiror Ordinary Shares such Warrantholder is entitled to receive pursuant to Section 1.3(d) (on a warrant-by-warrant basis and in the aggregate), gross and net of such Warrantholder’s Loan Repayment Amount, if any, and whether any Taxes are required to be withheld (assuming for this purpose that such Warrantholder provides the necessary documentation to establish that backup withholding does not apply); (I) such Warrantholder’s aggregate Per Share Indemnity Escrow Release Consideration assuming full release of the Indemnity Escrow Fund, and Per Share Adjustment Consideration assuming a hypothetical Closing Net Working Capital Surplus of one million dollars ($1,000,000); and (J) such Warrantholder’s Pro Rata Portion and Escrow Pro Rata Share; (J) with respect to each holder of shares of Company Capital Stock issued on or after January 1, 2011 or any other Company Security that, in each case, would be deemed a “covered security” under Treasury Regulations Section 1.6045-1(a)(15), the cost basis and date of acquisition (if not already provided) of such shares or securities; (K) with respect to each Company Convertible Note: (A) the name, address of record, e-mail address (if available), jurisdiction of Tax residence of the holder of such Company Convertible Note; (B) whether such holder is an Employee and the nature of any such service relationship (including the entity with which such Employee has a service relationship); (C) the issue date of such Company Convertible Note; (D) the aggregate Indebtedness owing in respect of such StockholderCompany Convertible Note as the Effective Time; (E) such holder’s Outstanding SharesLoan Repayment Amount, if any, and whether any Taxes are required to be withheld (assuming for this purpose that such holder provides the necessary documentation to establish that backup withholding does not apply); and (F) the number of Acquiror Ordinary Shares to be issued in satisfaction of such Company Convertible Note; (L) wire or other payment instructions for all amounts to be paid by Acquiror in accordance with this Agreement, including any Third Party Expenses and Closing Indebtedness (other than with respect to Company Convertible Notes) that Acquiror is to pay, or cause to be paid, following the Closing on the Company’s behalf; (M) with respect to each Retention Bonus Pool Participant: (A) the name, address of record, e-mail address (if available), jurisdiction of Tax residence of the Retention Bonus Pool Participant; (B) whether such Retention Bonus Pool Participant is an Employee and the nature of any such service relationship (including the entity with which such Employee has a service relationship); (C) the Retention Bonus Pool Award Value for the Retention Bonus Pool Award held by such Retention Bonus Pool Participant; (D) such holder’s Loan Repayment Amount, if any, and the amount of Vested Option Payments allocable any Taxes that are required to each Vested Option Holder in respect of such Vested Option Holder’s Vested Optionsbe withheld, (E) the amount number of the Management Carveout Payment allocable Acquiror Ordinary Shares to each Management Carveout Participant, be issued in satisfaction of such Retention Bonus Pool Award and (F) the amount of the Promised Option Payment allocable to each Promised Option Holder, such Retention Bonus Pool Participant’s Pro Rata Share and Escrow Pro Rata Share; and (GN) each Equityholder’s Applicable Holdback Percentage, (H) each Equityholder’s Applicable Percentage, (I) whether there is any required withholding on account of Taxes with respect to such Equityholder’s portion of the Net Closing Merger Consideration or such Promised Option Holder’s Promised Option Payment, and, with respect to each Stockholder, the amount of any such withholding with respect to payment for such Stockholder’s Outstanding Shares, and (J) the wire transfer instructions of such Equityholder and Promised Option Holder with respect to the payments to be made other information reasonably requested by Parent pursuant to Section 2.11(b). Parent and, following the Closing, the Company, may rely on the instructions of the Representative for distributions of cash and shall have no responsibility or liability with respect thereto. Parent shall make distributions of cash after the Closing to the Equityholders in the same form and in accordance with the same wiring instructions or delivery addresses, as applicable, as such distributions were made to each such Equityholder Acquiror in connection with facilitating the Closing (as set forth in the Payment Spreadsheet), except as otherwise indicated in any update delivered to Parent transactions contemplated by the Representative to reflect any assignments or other changes in factual information. Upon Parent making each aggregate payment required of it under this Agreement to the Equityholders in accordance with the final Payment Spreadsheet delivered by the Company prior to the Closing as provided herein, Parent shall have fulfilled its obligations with respect to such payments. Parent shall have no liability (whether directly or indirectly through the Company following the Closing) whatsoever with respect to the allocation of the distribution of the payments of the Merger Consideration among the Equityholders. No party to this Agreement shall take any tax or other position that is contrary to the allocations set forth in the Payment Spreadsheet unless otherwise required by Applicable LawAgreement.

Payment Spreadsheet. (a) At least three Business Days prior to the scheduled Closing Date, the Company shall deliver a payment spreadsheet (the “Payment Spreadsheet”) in a form reasonably acceptable to Buyer and the Paying Agent, certified as true, correct and complete by the Chief Executive Officer and the Chief Financial Officer of the Company in each of their respective capacity as such, setting forth the following information: (i) the calculation of Total Consideration, including a separate line item for each adjustment thereto in accordance with the definition of “Total Consideration” hereunder (including the Company Net Working Capital, the Net Working Capital Surplus, if any, the Net Working Capital Shortfall, if any, the Closing Cash, the Closing Indebtedness, the unpaid Transaction Expenses, and the resulting calculation of the Total Consideration (the “Estimated Total Consideration”); (ii) a calculation of the Per Share Consideration and the Per Option Consideration; (iii) with respect to each Company Shareholder (other than Specified Individuals), (A) such Person’s address and, if available to the Company, corporate I.D. number, personal I.D. number, social security number (or tax identification number, as applicable), (B) the number, class and series of Company Shares held by such Person and whether such shares are Company 102 Shares, (C) the respective certificate number(s) representing such shares, (D) the portion of the Closing Payment Fund to be paid to such Company Shareholder at the Closing in respect of Company Shares (separated between the Aggregate Stock Consideration and Aggregate Cash Consideration), (E) such Company Shareholder’s Pro Rata Share of the Escrow Amount expressed as a percentage and a Dollar amount and (F) such Company Shareholder’s Pro Rata Share of the Representative Expense Amount expressed as a percentage and a Dollar amount; (iv) with respect to each holder of a Company Option, (A) such Person’s address and, if available to the Company, personal I.D. number, social security number (or tax identification number, as applicable), (B) the number of Company Shares underlying each Company Option held by such Person, (C) the respective exercise price per share of such Company Option, (D) the respective grant date(s) of such Company Option, (E) the respective vesting arrangement(s), including with respect to any Unvested Company Options or Promised Company Option, (F) whether such Company Option was granted as an incentive stock option or a non-qualified stock (as applicable), (G) with respect to any Company Option held by an Israeli employee, officer, director or consultant of the Company, a description of whether such Company Option was granted under Section 102 or Section 3(i) of the Israel Tax Ordinance and with respect to the Company 102 Options whether an election was made to treat such Company Option under the capital gain route or ordinary income route, (H) in the case of Vested Company Options, the portion of the Closing Payment Fund to be paid to the holder at Closing (separated between the Aggregate Stock Consideration and Aggregate Cash Consideration), (I) such holder’s Pro Rata Share of the Escrow Amount (as applicable) expressed as a percentage and Dollar amount, and (J) such holder’s Pro Rata Share of the Representative Expense Amount (as applicable) expressed as a percentage and Dollar amount; (v) with respect to each Specified Individual (A) such Person’s address and, if available to the Company, personal I.D. number, social security number (or tax identification number, as applicable), (B) the number, class and series of Company Shares held by such Person, (C) the respective certificate number(s) representing such shares, (D) the portion of the Closing Payment Fund to be paid to such Company Shareholder at the Closing in respect of such Company Shares (separated between the Aggregate Stock Consideration and Aggregate Cash Consideration), (E) such Company Shareholder’s Pro Rata Share of the Escrow Amount expressed as a percentage and a Dollar amount, (F) such Company Shareholder’s Pro Rata Share of the Representative Expense Amount expressed as a percentage and a Dollar amount; and (G) the Holdback Amount (separated between the portion of cash and portion of the Buyer Ordinary Share). (b) In the event that any information set forth in the Payment Spreadsheet becomes inaccurate at any time prior to the Closing, the Company shall deliver a revised Payment Spreadsheet, together with a new certification consistent with Section 8.8(a) whereupon such revised Payment Spreadsheet shall be deemed to Parent a spreadsheet in substantially the form of Schedule 2.11 attached hereto (be the “Payment Spreadsheet”), duly certified by the Chief Executive Officer or Chief Operating Officer ” for all purposes of the Company, setting forth the following information, in a form reasonably satisfactory to Parent (and consistent with the Closing Date Balance Sheet):under this Agreement. (ic) The Company acknowledges and agrees that the Company’s good faith calculation of the Estimated Merger Consideration Paying Agent, Escrow Agent, Buyer and each component of the Estimated Merger Consideration; (ii) the information with respect its agents shall be entitled to the Estimated Company Transaction Costs required by Section 5.4; (iii) the information with respect to the Estimated Indebtedness as required by Section 5.5; and (iv) with respect to each Equityholder and Promised Option Holder as of the Closing Date: (A) the name, address and (to the extent available) email address of such Equityholder and Promised Option Holder, (B) the number and class of all Outstanding Shares and Vested Options held by such Equityholder, (C) the aggregate Per Share Closing Consideration allocable to each Stockholder in respect of such Stockholder’s Outstanding Shares, (D) the amount of Vested Option Payments allocable to each Vested Option Holder in respect of such Vested Option Holder’s Vested Options, (E) the amount of the Management Carveout Payment allocable to each Management Carveout Participant, (F) the amount of the Promised Option Payment allocable to each Promised Option Holder, (G) each Equityholder’s Applicable Holdback Percentage, (H) each Equityholder’s Applicable Percentage, (I) whether there is any required withholding on account of Taxes with respect to such Equityholder’s portion of the Net Closing Merger Consideration or such Promised Option Holder’s Promised Option Payment, and, with respect to each Stockholder, the amount of any such withholding with respect to payment for such Stockholder’s Outstanding Shares, and (J) the wire transfer instructions of such Equityholder and Promised Option Holder with respect to the payments to be made by Parent pursuant to Section 2.11(b). Parent and, following the Closing, the Company, may rely on the instructions of the Representative for distributions of cash and shall have no responsibility or liability with respect thereto. Parent shall make distributions of cash after the Closing to the Equityholders in the same form and in accordance with the same wiring instructions or delivery addresses, as applicable, as such distributions were made to each such Equityholder in connection with the Closing (as set forth in the Payment Spreadsheet), except as otherwise indicated in any update delivered to Parent by the Representative to reflect any assignments or other changes in factual information. Upon Parent making each aggregate payment required of it under this Agreement to the Equityholders in accordance with the final Payment Spreadsheet delivered by the Company prior to the Closing as provided herein, Parent shall have fulfilled its obligations with respect to such payments. Parent shall have no liability (whether directly or indirectly through the Company following the Closing) whatsoever with respect to the allocation for purposes of the distribution of the making any payments of the Merger Consideration among the Equityholders. No party to this Agreement shall take any tax or other position that is contrary to the allocations set forth in the Payment Spreadsheet unless otherwise required by Applicable Lawhereunder.

Payment Spreadsheet. At least three Business Days prior Prior to the Closing, the Company shall deliver to Parent a payment spreadsheet in substantially the form of Schedule 2.11 attached hereto (the “Payment Spreadsheet”), duly certified by the Chief Executive Officer or Chief Operating Officer of the Company, ) setting forth the following information, in a form reasonably satisfactory to Parent (and consistent with the Closing Date Balance Sheet):forth: (i) the Company’s good faith calculation amount of the Estimated Merger Consideration Total Consideration, the Total Cash Consideration, and each component of the Estimated Merger Total Stock Consideration; (ii) the information with respect to amount of the Estimated Company Transaction Costs required by Section 5.4Per Share Total Consideration Value, the Per Share Escrow Consideration, the Per Share Stockholder Closing Cash Consideration, the Per Share Stockholder Closing Stock Consideration, the Per Share Series B Stockholder Closing Stock Consideration, the Per Share Common Stockholder Closing Cash Consideration, the Per Share Common Stockholder Closing Stock Consideration, the Per Share Representative Fund Consideration and the Option Exchange Ratio; (iii) the information with respect to the Estimated Indebtedness as required by Section 5.5; andnumber of Total Outstanding Shares; (iv) with respect to each Equityholder and Promised Option Holder as of the Closing DateStockholder: (A) the name, address name and (to the extent available) email address of such Equityholder holder, (B) whether such holder is a current or former employee of the Company (or any Subsidiary), (C) the number, class and Promised Option Holderseries of shares of Company Capital Stock held by such holder and the respective certificate number, (D) the date of acquisition of such shares and, with respect to any share or security that, in each case, would be deemed a “covered security” under Treasury Regulations Section 1.6045-1(a)(15), the adjusted tax basis of such shares, (E) the cash consideration that such holder is entitled to receive pursuant to Section 1.6(b) and may be entitled to receive pursuant to Section 1.6(b) (on a certificate-by-certificate basis and in the aggregate (as applicable)), (F) the stock consideration that such holder may be entitled to receive pursuant to Section 1.6(b) (on a certificate-by-certificate basis and in the aggregate), (G) the Pro Rata Portion of such holder, (H) the amount of cash to be deposited into the Escrow Fund and the amount of cash to be deposited in the Representative Fund, in each case, on behalf of such holder pursuant to this Agreement, and (I) the net cash and stock amounts to be paid to such holder at Closing after giving effect to the foregoing clause (H) (on a certificate-by-certificate basis and in the aggregate), (J) the amount of any withholding due on any payment (assuming, solely for purposes of preparing the Payment Spreadsheet, that such Stockholder has delivered to the Exchange Agent the appropriate Form W-8, Form W-9 or similar tax form indicating that no withholding is required) and (K) such other information as required by the Exchange Agent in the form of spreadsheet provided to the Company prior to the date hereof; and (v) with respect to each holder of Company Options, (A) such holder’s address and social security number (or tax identification number, as applicable); (B) the number and class of all Outstanding Shares and Vested Options shares of Company Capital Stock underlying each Company Option held by such Equityholder, holder; (C) the aggregate Per Share respective exercise price per share of such Company Option; (D) the respective grant date(s) of such Company Option; (E) whether the holder of such Company Option is a Continuing Employee; (F) whether such Company Option is an incentive stock option or a non-qualified stock option; (G) the total number of such holder’s Company Options that will be Unvested Company Options as of immediately prior to the First Merger Effective Time; (H) the total number of such holder’s Company Options that will be Vested Company Options as of immediately prior to the First Merger Effective Time; (I) in the case of Unvested Company Options, the respective vesting arrangement(s) with respect to such Unvested Company Options, a listing of the number of shares that will vest each month following the Closing Consideration allocable Date, the date on which such vesting will occur, the per share exercise price applicable to each Stockholder such Company Options after being assumed by Parent and the number of shares of Parent Common Stock applicable to such Company Options after being assumed by Parent; (J) the amount of cash, if any, to be paid to such holder pursuant to Section 1.6(b) in respect of such Stockholder’s Outstanding SharesCompany Options, (DK) the amount of Vested Option Payments allocable cash, if any, to each Vested Option Holder in respect of such Vested Option Holder’s Vested Options, (E) the amount be paid by or on behalf of the Management Carveout Payment allocable to each Management Carveout Participant, (F) Company Optionholder in settlement of Tax withholding obligations and outstanding loans between the amount of the Promised Option Payment allocable to each Promised Option Holder, (G) each Equityholder’s Applicable Holdback Percentage, (H) each Equityholder’s Applicable Percentage, (I) whether there is any required withholding on account of Taxes with respect to Company and such Equityholder’s portion of the Net Closing Merger Consideration or such Promised Option Holder’s Promised Option Payment, and, with respect to each Stockholder, the amount of any such withholding with respect to payment for such Stockholder’s Outstanding SharesCompany Optionholder, and (JL) such other information as the wire transfer instructions of such Equityholder and Promised Option Holder with respect Exchange Agent or Parent may reasonably request in order to facilitate the payments to be made by Parent pursuant to this Section 2.11(b). Parent and, following the Closing, the Company, may rely on the instructions of the Representative for distributions of cash and shall have no responsibility or liability with respect thereto. Parent shall make distributions of cash after the Closing to the Equityholders in the same form and in accordance with the same wiring instructions or delivery addresses, as applicable, as such distributions were made to each such Equityholder in connection with the Closing (as set forth in the Payment Spreadsheet), except as otherwise indicated in any update delivered to Parent by the Representative to reflect any assignments or other changes in factual information. Upon Parent making each aggregate payment required of it under this Agreement to the Equityholders in accordance with the final Payment Spreadsheet delivered by the Company prior to the Closing as provided herein, Parent shall have fulfilled its obligations with respect to such payments. Parent shall have no liability (whether directly or indirectly through the Company following the Closing) whatsoever with respect to the allocation of the distribution of the payments of the Merger Consideration among the Equityholders. No party to this Agreement shall take any tax or other position that is contrary to the allocations set forth in the Payment Spreadsheet unless otherwise required by Applicable Law1.8.