Common use of Payment Spreadsheet Clause in Contracts

Payment Spreadsheet. At least three (3) Business Days prior to the Closing, the Company shall deliver to Acquiror a spreadsheet (the “Payment Spreadsheet”) setting forth the following information, in form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror in support of the information set forth therein: (i) calculation of the Total Consideration and all components thereof; (ii) calculation of the Per Share Consideration and the Exchange Ratio; (iii) with respect to each Stockholder: (A) the name and 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) the date of acquisition of all shares of Company Capital Stock held by such Stockholder and, with respect to any shares of Company Capital Stock issued on or after January 1, 2011 and any other securities that, in each case, constitute “covered securities” within the meaning of Treasury Regulations §1.6045 1(a)(15), the adjusted tax basis of such shares, (E) the number of any such shares that are Dissenting Shares, (F) any Taxes that 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), (G) such Stockholder’s Loan Repayment Amount, if any, (H) the aggregate Merger Consideration that such holder is entitled to receive pursuant to Sections 1.3(b)(i) (on a certificate-by-certificate basis and in the aggregate), net of (x) the amount of cash to be deposited into the Escrow Fund on behalf of such holder pursuant to Article IX and the Representative Expense Fund pursuant to Section 2.3(b)(iii), and (y) such Stockholder’s Loan Repayment Amount, if any and (I) the amount of cash to be deposited into the Escrow Fund and the Representative Expense Fund on behalf of such holder pursuant to Article IX and Section 2.3(b)(iii), respectively and such Stockholder’s Pro Rata Portion in the Escrow Fund and the Representative Expense Fund; (iv) with respect to each Company Option: (A) the name and address of the holder thereof, (B) whether such holder is an employee, consultant, director or officer of the Company or any Subsidiary, (C) the grant date and expiration date thereof, (D) whether such Company Option was granted pursuant to the Plan, (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 (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 such Company Option immediately prior to the Closing, (G) whether such holder is a Continuing Employee or a Non-Continuing Employee, (H) the number of shares of Acquiror Common Stock that will be subject to such Company Option following the Closing in accordance with Section 1.3(c), if applicable, (I) the exercise price per share of such Company Option following the Closing in accordance with Section 1.3(c), if applicable, (J) the net cash consideration that such holder is entitled to receive in accordance with Section 1.3(c), if any, net of the amount of cash to be deposited into the Escrow Fund and the Representative Expense Fund on behalf of such holder pursuant to Article IX and Section 2.3(b)(iii), respectively, and (K) the amount of cash to be deposited into the Escrow Fund and the Representative Expense Fund on behalf of the holder of such Company Option pursuant to Article IX and Section 2.3(b)(iii), respectively, and such holder’s the Pro Rata Portion in the Escrow Fund and Representative Expense Fund; and (v) with respect to each Company Option Commitment: (A) the name and address of the holder thereof, (B) whether such holder is an employee, consultant, director or officer of the Company or any Subsidiary, (C) the deemed vesting commencement date, (D) the deemed vesting schedule applicable to such Company Option Commitment, (E) the deemed exercise price per share and the number of shares of Company Common Stock underlying such Company Option Commitment immediately prior to the Closing, (F) whether such holder is a Continuing Employee or a Non-Continuing Employee, (G) the value of the Acquiror Restricted Stock Unit Award to be granted in respect of such Company Option Commitment pursuant to Section 7.6(a)(ii) and (H) whether such Company Option Commitment is a Post-Closing Hire Option Commitment or Pre-Closing Hire Option Commitment.

Payment Spreadsheet. At least three (3) Business Days prior Prior to the Closing, the Company shall deliver to Acquiror Parent a payment spreadsheet (the “Payment Spreadsheet”) setting forth the following information, in form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror in support of the information set forth thereinforth: (i) the calculation of the Total Cash Consideration (including the applicable portion of the Aggregate Strike Price Amount and all components thereofThird Party Expenses) and the Total Stock Consideration (including the applicable portion of the Aggregate Strike Price Amount); (ii) the calculation of the Per Share Consideration, the Per Share Cash Consideration, the Per Share Stock Consideration and the Exchange Ratio; (iii) with respect to each Stockholder: Stockholder and Non-Employee Director (in his or her capacity as a holder of Company Restricted Stock): (A) the name and address of such holder, 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(or any Subsidiary), (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 sharesnumber, (D) the date of acquisition of all such shares of Company Capital Stock held by such Stockholder and, with respect to any shares of Company Capital Stock issued acquired on or after January 1, 2011 and any other securities that, in each case, constitute “covered securities” within the meaning of Treasury Regulations §1.6045 1(a)(15)2011, the adjusted tax cost basis of such shares, (E) the number of any such shares that are Dissenting Shares, (F) any Taxes that are required to be withheld in accordance with Section ‎2.4 from the cash consideration that such holder is entitled to receive pursuant to Section 1.3(b)(i), (GSections 1.6(b)(i) such Stockholder’s Loan Repayment Amount, if any, (H) the aggregate Merger Consideration that such holder is entitled to receive pursuant to Sections 1.3(b)(ior 1.6(b)(iv)(B) (on a certificate-by-certificate basis and in the aggregate), net (F) the stock consideration that such holder is entitled to receive pursuant to Section 1.6(b)(i) (on a certificate-by-certificate basis and in the aggregate), (G) the Pro Rata Portion of such holder, (xH) the amount of cash to be deposited into the Escrow Fund on behalf of such holder pursuant to Article IX and the Representative Expense Fund pursuant to Section 2.3(b)(iii), and (y) such Stockholder’s Loan Repayment Amount, if any and (I) the amount of cash stock to be deposited into the Escrow Fund and the amount of cash to be deposited in the Representative Expense Fund Escrow Fund, in each case, on behalf of such holder pursuant to Article IX this Agreement, and (I) the net cash and stock amounts to be paid to such holder in accordance with Section 2.3(b)(iii), respectively 1.6(b)(i) after deduction of the amounts referred to in clause (H) (on a certificate-by-certificate basis and such Stockholder’s Pro Rata Portion in the Escrow Fund and the Representative Expense Fundaggregate); (iv) with respect to each holder of Company Restricted Stock (other than a Non-Employee Director): (A) the name and address of the holder thereof, and, if available, the e-mail address of such holder, (B) whether such holder is an employee, consultant, director or officer of the Company or any Subsidiary, (C) the number, class and series of shares of Company Capital Stock held by such holder as Company Restricted Stock and the respective certificate numbers, (D) the grant date, (E) the vesting schedule (including all acceleration provisions) applicable to such Company Restricted Stock, and (F) the number of shares of Parent Common Stock that will be issuable to such holder as of the First Merger Effective Time in accordance with Section 1.6(b)(iv)(A); and (v) with respect to each holder of a Company Option: (A) the name and address of the holder thereof, and, if available, the e-mail address of such holder, (B) whether such holder is an employee, consultant, director or officer of the Company or any Subsidiary, (C) the grant date and expiration date thereof, (D) whether such Company Option was granted pursuant to the Plans (and if so, which Plan), (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 First Merger 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)Time, (F) the exercise price per share and the number, class and series of shares of Company Capital Stock underlying such Company Option immediately prior to the Closing, (G) whether such holder is a Continuing Employee or a Non-Continuing EmployeeEmployee or a Non-Employee Director (it being understood that such information may be updated at any time prior to the Closing), (H) the number of shares of Acquiror Parent Common Stock that will be subject to such Company Option following the Closing in accordance with Section 1.3(c1.6(c)(i), if applicable, and (I) the exercise price per share of such Company Option following the Closing in accordance with Section 1.3(c1.6(c)(i), if applicable, (J) the net cash consideration that such holder is entitled to receive in accordance with Section 1.3(c), if any, net of the amount of cash to be deposited into the Escrow Fund and the Representative Expense Fund on behalf of such holder pursuant to Article IX and Section 2.3(b)(iii), respectively, and (K) the amount of cash to be deposited into the Escrow Fund and the Representative Expense Fund on behalf of the holder of such Company Option pursuant to Article IX and Section 2.3(b)(iii), respectively, and such holder’s the Pro Rata Portion in the Escrow Fund and Representative Expense Fund; and (v) with respect to each Company Option Commitment: (A) the name and address of the holder thereof, (B) whether such holder is an employee, consultant, director or officer of the Company or any Subsidiary, (C) the deemed vesting commencement date, (D) the deemed vesting schedule applicable to such Company Option Commitment, (E) the deemed exercise price per share and the number of shares of Company Common Stock underlying such Company Option Commitment immediately prior to the Closing, (F) whether such holder is a Continuing Employee or a Non-Continuing Employee, (G) the value of the Acquiror Restricted Stock Unit Award to be granted in respect of such Company Option Commitment pursuant to Section 7.6(a)(ii) and (H) whether such Company Option Commitment is a Post-Closing Hire Option Commitment or Pre-Closing Hire Option Commitment.

Payment Spreadsheet. At least three (3) Business Days prior Prior to the Closing, the Company shall deliver to Acquiror Parent a payment spreadsheet (the “Payment Spreadsheet”) setting forth the following information, in form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror in support of the information set forth thereinforth: (i) calculation the amount of the Total Consideration Consideration, the Total Cash Consideration, and all components thereofthe Total Stock Consideration; (ii) calculation the amount of the Per Share Total Consideration Value, the Per Share Escrow Consideration, the Per Share Escrow Cash Consideration, the Per Share Escrow Stock Consideration, the Per Share Stockholder Closing Cash Consideration, the Per Share Stockholder Closing Stock Consideration, Per Share Earnout Consideration, and the Exchange RatioPer Share Representative Fund Consideration; (iii) the number of Total Outstanding Shares; (iv) with respect to each Stockholder: (A) the name name, address and email address of such holder, (B) whether such holder is a current or former employee of the Company and whether such holder is a Key EmployeeCompany, (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 sharesnumber, (D) the date of acquisition of all such shares of Company Capital Stock held by such Stockholder and, with respect to any shares of Company Capital Stock issued on share or after January 1, 2011 and any other securities security that, in each case, constitute would be deemed a “covered securitiessecurity” within the meaning of under Treasury Regulations §1.6045 Section 1.6045-1(a)(15), the adjusted tax basis of amount paid for such shares, (E) the number of any such shares that are Dissenting Shares, (F) any Taxes that are required to be withheld in accordance with Section ‎2.4 from the cash consideration that such holder is entitled to receive pursuant to Section 1.3(b)(i), (G1.6(b) such Stockholder’s Loan Repayment Amount, if any, (H) the aggregate Merger Consideration that such holder is and may be entitled to receive pursuant to Sections 1.3(b)(iSection 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), net of (xG) the amount of cash to be deposited into the Escrow Fund on behalf Pro Rata Portion of such holder pursuant to Article IX and the Representative Expense Fund pursuant to Section 2.3(b)(iii)holder, and (y) such Stockholder’s Loan Repayment Amount, if any and (IH) the amount of cash to be deposited into the Escrow Fund and the amount of cash to be deposited in the Representative Expense Fund Fund, in each case, on behalf of such holder pursuant to Article IX this Agreement, and Section 2.3(b)(iii), respectively and such Stockholder’s Pro Rata Portion in the Escrow Fund and the Representative Expense Fund; (iv) with respect to each Company Option: (A) the name and address of the holder thereof, (B) whether such holder is an employee, consultant, director or officer of the Company or any Subsidiary, (C) the grant date and expiration date thereof, (D) whether such Company Option was granted pursuant to the Plan, (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 (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 such Company Option immediately prior to the Closing, (G) whether such holder is a Continuing Employee or a Non-Continuing Employee, (H) the number of shares of Acquiror Common Stock that will be subject to such Company Option following the Closing in accordance with Section 1.3(c), if applicable, (I) the exercise price per share of net cash and stock amounts to be paid to such Company Option following holder at Closing after giving effect to the Closing foregoing clause (H) (on a certificate-by-certificate basis and in accordance with Section 1.3(cthe aggregate), if applicable, (J) the net cash consideration whether a Form W-8, Form W-9 or similar tax form has been received from such Stockholder indicating that such holder no withholding is entitled to receive in accordance with Section 1.3(c), if any, net of the amount of cash to be deposited into the Escrow Fund and the Representative Expense Fund on behalf of such holder pursuant to Article IX and Section 2.3(b)(iii), respectively, required and (K) such other information as required by the amount of cash to be deposited into the Escrow Fund and the Representative Expense Fund on behalf of the holder of such Company Option pursuant to Article IX and Section 2.3(b)(iii), respectively, and such holder’s the Pro Rata Portion Exchange Agent in the Escrow Fund and Representative Expense Fundform of spreadsheet provided to the Company prior to the date hereof; and (v) with respect to each holder of Company Option Commitment: Options, (A) the name and address of the holder thereof, (B) whether such holder is an employee, consultant, director or officer of the Company or any Subsidiary, (C) the deemed vesting commencement date, (D) the deemed vesting schedule applicable to such Company Option Commitment, (E) the deemed exercise price per share and the number of shares of Company Common Capital Stock underlying each Company Option held by such holder; (B) the respective exercise price per share of such Company Option Commitment immediately prior to Option; (C) the Closing, respective grant date(s) of such Company Option; (FD) whether such the holder is a Continuing Employee or a Non-Continuing Employee, (G) the value of the Acquiror Restricted Stock Unit Award to be granted in respect of such Company Option Commitment pursuant to Section 7.6(a)(ii) and is a Continuing Employee; (HE) whether such Company Option Commitment is an incentive stock option or a Postnon-Closing Hire Option Commitment or Pre-Closing Hire Option Commitment.qualified stock option; (F) 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; (G) 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; (H) 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; (I) the cash consideration that such holder is entitled to receive pursuant to Section 1.6(b), if any, and may be entitled to receive pursuant to Section 1.6(b), if any, (J) the stock consideration that such holder may be entitled to receive pursuant to

Payment Spreadsheet. At least three two (32) Business Days prior to the ClosingClosing Date, the Company shall deliver to Acquiror Parent a payment spreadsheet (the “Payment Spreadsheet”) setting forth the following information, in form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror in support of the information set forth thereinforth: (i) the calculation of the Total Cash Consideration (including each element of Indebtedness and all components thereofThird Party Expenses), the Total Unaccredited Stockholder Cash Amount, and the Total Stock Consideration; (ii) calculation of the Per Share Consideration and the Exchange Ratio; (iii) with respect to each StockholderStockholder on a certificate-by-certificate basis: (A) the name and address of such holderStockholder, and, if available, the e-mail address of such Stockholder, (B) whether such holder is a current or former employee of the Company and whether such holder is a Key Employee(or any Subsidiary), (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) the date of acquisition of all shares of Company Capital Stock held by such Stockholder and, with respect to any shares of Company Capital Stock issued on or after January 1, 2011 and any other securities that, in each case, constitute “covered securities” within the meaning of Treasury Regulations §1.6045 1(a)(15), the adjusted tax basis of such shares, (E) the number of any such shares that are Dissenting Shares, (F) any Taxes that 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), (G) such Stockholder’s Loan Repayment Amount, if any, (H) the aggregate Merger Consideration that such holder is entitled to receive pursuant to Sections 1.3(b)(i) (on a certificate-by-certificate basis and in the aggregate), net of (x) the amount of cash to be deposited into the Escrow Fund on behalf of such holder pursuant to Article IX and the Representative Expense Fund pursuant to Section 2.3(b)(iii), and (y) such Stockholder’s Loan Repayment Amount, if any and (I) the amount of cash to be deposited into the Escrow Fund and the Representative Expense Fund on behalf of such holder pursuant to Article IX and Section 2.3(b)(iii), respectively and such Stockholder’s Pro Rata Portion in the Escrow Fund and the Representative Expense Fund; (iv) with respect to each Company Option: (A) the name and address of the holder thereof, (B) whether such holder is an employee, consultant, director or officer of the Company or any Subsidiary, (C) the grant date and expiration date thereof, (D) whether such Company Option was granted pursuant to the Plan, (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 (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 held by such Company Option immediately prior Stockholder and the respective certificate number, (D) the date of acquisition of such shares and, the cost basis of such shares, (E) whether, to the Company’s Knowledge, such Person is an Accredited Holder or Unaccredited Stockholder, (F) the portion of the Cash Closing Payment that such Stockholder is entitled to receive pursuant to Sections 1.6(b)(i) at Closing, (G) whether the portion of the Total Stock Consideration that such holder Stockholder is a Continuing Employee or a Non-Continuing Employeeentitled to receive pursuant to Sections 1.6(b)(i), (H) the number Indemnity Portion of shares of Acquiror Common Stock that will be subject to such Company Option following the Closing in accordance with Section 1.3(c), if applicable, Stockholder; (I) the exercise price per share of such Company Option following the Closing in accordance with Section 1.3(c), if applicable, (J) the net cash consideration that such holder is entitled to receive in accordance with Section 1.3(c), if any, net of the amount of cash to be deposited into the Escrow Fund and the Representative Expense Fund on behalf of such holder pursuant to Article IX and Section 2.3(b)(iii), respectively, and (K) the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund on behalf as the RE Contribution, in each case, with respect to such Stockholder pursuant to this Agreement, and (J) the net cash and stock amounts to be paid to such holder in accordance with Sections 1.6(b)(i) after deduction of the holder of such Company Option pursuant amounts referred to Article IX and Section 2.3(b)(iiiin clause (I), respectively, and such holder’s the Pro Rata Portion in the Escrow Fund and Representative Expense Fund; and; (viii) with respect to each Company Option CommitmentNote Holder on a note-by-note basis: (A) the name and address of such Company Note Holder and, if available, the holder thereofe-mail address of such Company Note Holder, (B) whether the class and series of shares for which such holder note is an employee, consultant, director or officer of the Company or any Subsidiaryconvertible, (C) the deemed vesting commencement dateissue date and maturity date thereof, (D) whether, to the Company’s Knowledge, such Person is an Accredited Holder or Unaccredited Stockholder, (E) the portion of the Cash Closing Payment that such Company Note Holder is entitled to receive pursuant to Section 1.6(b)(i), (F) the amount of any Taxes to be withheld from payment to such Company Note Holder, and (G) the portion of the Total Stock Consideration that such Company Note Holder is entitled to receive pursuant to Section 1.6(b)(i), (H) the Indemnity Portion of such Company Note Holder, (I) the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as the RE Contribution, in each case, with respect to such Company Note Holder pursuant to this Agreement, and (J) the net cash and stock amounts to be paid to such holder in accordance with Sections 1.6(b)(i) after deduction of the amounts referred to in clause (I); (iv) with respect to Retention Participant: (A) the name and address of such Retention Participant, and, if available, the e-mail address of such Retention Participant, (B) the portion of the Cash Table of Contents Closing Payment that such Retention Participant is entitled to receive pursuant to Section 1.6(b)(i), (C) the Indemnity Portion of such Retention Participant, (D) the deemed vesting schedule applicable amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as the RE Contribution, in each case, with respect to such Company Option CommitmentRetention Participant pursuant to this Agreement, and (E) the deemed exercise price per share and net cash amounts to be paid to such Retention Participant in accordance with Sections 1.6(b)(i) after deduction of the number of shares of Company Common Stock underlying such Company Option Commitment immediately prior amounts referred to the Closing, in clause (F) whether such holder is a Continuing Employee or a Non-Continuing Employee, D); and (Gv) the value Statement of the Acquiror Restricted Stock Unit Award to be granted in respect of such Company Option Commitment pursuant to Section 7.6(a)(ii) and (H) whether such Company Option Commitment is a Post-Closing Hire Option Commitment or Pre-Closing Hire Option CommitmentExpenses.