Common use of Spreadsheet Clause in Contracts

Spreadsheet. The Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Purchaser, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (a) the names of all of the Selling Securityholders and their respective addresses and e-mail addresses (to the extent known), (b) the number and type of shares of Company Capital Stock held by, or subject to the Company Options held by, such Selling Securityholders and, in the case of outstanding shares, the respective certificate numbers, and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereof, (c) (i) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future).

Spreadsheet. The At or prior to the Closing, the Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, Acquirer a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein)information, as of immediately prior to the Closing: : (a) with respect to each Shareholder: (i) the names name, address and email address of all record; (ii) the number of Shares held, by class; (iii) the Per Shareholder Stock Consideration and the Company’s good faith estimate as of the Selling Securityholders Closing of the Per Shareholder Consideration and their respective addresses the Per Shareholder Cash Consideration such Shareholder is entitled to receive pursuant to Section 1.1(a) on an aggregate basis for all Shares and e-mail addresses the portion of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at the Closing pursuant to Section 1.3(b)(i); (iv) the amount to be contributed to the extent knownIndemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; and (v) whether such holder, with respect to its Shares, is subject to withholding as wages or compensation, and the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.5(c) from the consideration that such holder is entitled to receive pursuant to Section 1.1(a), ; (b) with respect to each Promised Company Optionholder: (i) the name, address and email address of record; (ii) the number of Promised Company Options held; (iii) the exercise price per share and type the number of shares of Company Capital Stock held by, or subject to such Promised Company Options; (iv) the Company Options held by, such Selling Securityholders and, in amount to be economically contributed to the case of outstanding shares, Indemnity Holdback Amount the respective certificate numbers, Purchase Price Adjustment Amount and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within Expense Fund; (v) the meaning of Section 83 Company’s good faith estimate of the Codeconsideration such holder is entitled to receive pursuant to Section 1.1(c)(i); and (vi) the Company’s good faith estimate of the amount of any Taxes, whether a as applicable, that are required to be withheld in accordance with Section 83(b1.3(d) election was timely and properly made in respect thereof, from the consideration that such holder is entitled to receive pursuant to Section 1.1(c)(i); (c) with respect to each VSOP Holder: (i) for the name, address and email address of record; (ii) the number of VSOPs held by each Company Option that was exercisedVSOP Holder; (iii) a good faith estimate as of the Closing of the VSOP Payments to each VSOP Holder; (iv) the amount to be economically contributed to the Indemnity Holdback Fund, whether it was early exercisedthe Purchase Price Adjustment Amount, and the Tax status of each such Company Option under Section 422 Expense Fund; and (v) the Company’s good faith estimate as of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 Closing of the Codeamount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the date of payment that such exercise and the applicable exercise price, VSOP Holder is entitled to receive pursuant to Section 1.3(d); (d) calculations of the Total Company’s good faith estimate as of the Closing of the Cash Consideration (including, listed separately, the “Estimated Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d”), the Contingent Consideration, ; (e) the calculation of each Selling SecurityholderIndemnifying Party’s Pro Rata Share (expressed as a percentage), for General Claims and Fundamental Claims; and (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred applicable wire transfer instructions and other information reasonably requested by Acquirer. The parties hereto agree that Acquirer and Holdco shall be entitled to rely (whether paid without investigation) on the Spreadsheet and shall not be responsible or unpaid), including liable to any Transaction Expenses to be paid by Person for the Purchaser at calculations in the Closing and Spreadsheet or for the accuracy of any other payments to be the extent made by Purchaser at in accordance with the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Spreadsheet.

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

Spreadsheet. The At least two (2) Business Days prior to the Closing, the Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, Parent a spreadsheet (the “Spreadsheet”) setting forth the following information, in form and substance reasonably satisfactory to Purchaserapproved by Parent, which spreadsheet shall be dated as accompanied by documentation in support of the Closing Date and shall calculation of the information set forth all of the following information (in addition to the other required data and information specified therein), therein as of immediately prior to the Closing: reasonably requested by Parent: (a) the names of all of Closing Financial Information, as calculated by the Selling Securityholders Company using the information set forth in based on the Estimated Closing Statement and their respective addresses and e-mail addresses (to in accordance with the extent known), definitions provided in this Agreement; (b) with respect to each Stockholder: (i) the number name and type address of such holder, (ii) whether such holder is an accredited investor, (iii) the number, class and series of shares of Company Capital Stock held by, or subject to the Company Options held by, by such Selling Securityholders and, in the case of outstanding shares, holder and the respective certificate numbers, (iv) whether any Taxes are to be withheld in accordance with Section 1.10 from the consideration that such holder is entitled to receive pursuant to Section 1.6(b)(i), (v) the stock or cash consideration that such holder is entitled to receive pursuant to Section 1.6(b)(i) and if Section 1.6(b)(ii), (vi) the Pro Rata Portion of such holder, (vii) the Escrow Pro Rata Portion of such holder, (viii) whether shares of Company Capital Stock was ever subjected to vesting or other conditions constituting held by such Stockholder is a “substantial risk of forfeiturecovered security” within the meaning of (as defined in Section 83 6045) of the CodeCode or not and, whether if such share of Company Capital Stock is a Section 83(b“covered security”, the acquisition date and Tax basis of such security, (ix) election was timely the amount of cash and properly made in respect thereofstock deemed contributed by such holder into the Indemnity Escrow Fund, Special Indemnification Escrow Fund, Purchase Price Adjustment Escrow Fund and the PPP Loan Escrow Fund, respectively; (c) with respect to each holder of a Company Option: (i) for each Company Option that was exercisedthe name and address of the holder, (ii) whether it was early exercisedthe holder is an accredited investor, an Employee or a former employee, (iii) the exercise price per share and the Tax status number, class and series of each shares of Company Capital Stock underlying such Company Option under immediately prior to the Closing, (iv) whether any Taxes are to be withheld in accordance with Section 422 of 1.10 from the Codeconsideration that such holder is entitled to receive pursuant to Section 1.6(c), (v) whether such holders’ Company Options are Participating Options, Assumed Options or Cashed-Out Options; (vi) the date of stock or cash consideration that such exercise holder is entitled to receive pursuant to Section 1.6(b)(ii) and the applicable exercise price and (iiSection 1.6(c) for each outstanding category of Company Options such holder has (and, as for each Assumed Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Parent Common Stock issuable subject to each such Selling Securityholder pursuant to each of Section 1.5(athe Exchange Option), (hvii) the Pro Rata Portion of such holder, (viii) the Escrow Pro Rata Portion of such holder, (ix) if such holder has Participating Options or Cashed-Out Options, the amount of any indebtedness cash and stock deemed deducted to pay the Company owed exercise price of such Participating Options or Cashed-Out Options, as applicable, and (x) if such holder has Participating Options, the amount of cash and stock deemed contributed by such Selling Securityholder holder into the Indemnity Escrow Fund, Special Indemnification Escrow Fund, Purchase Price Adjustment Escrow Fund and the PPP Loan Escrow Fund, respectively. (d) with respect to be deducted from such Selling Securityholder’s applicable portion each holder of the Cash Consideration, a Company Warrant which is not a Participating Option: (i) the calculation name and address of such holder, (ii) whether such holder is an accredited investor, (iii) the Seller Stamp Tax Amount exercise price per share and the number, class and series of shares of Company Capital Stock underlying such Company Warrant immediately prior to the Closing, (jiv) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaidany Taxes are to be withheld in accordance with Section 1.10 from the consideration that such holder is entitled to receive pursuant to Section 1.6(c), including any Transaction Expenses (v) the Pro Rata Portion of such holder, if applicable; (vi) the stock or cash consideration that such holder is entitled to be paid by the Purchaser at the Closing receive pursuant to Section 1.6(b)(ii) and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the futureSection 1.6(c)(iv).

Spreadsheet. The Prior to the Closing Date, the Company shall prepare and deliver to PurchaserParent, in accordance with Section 6.11, the Stockholder Representative and the Paying Agent a spreadsheet (the “Spreadsheet”) in a form reasonably acceptable to the Paying Agent and substance reasonably satisfactory Parent, provided, however, that at any time prior to Purchaserthe Closing Date, the Company may deliver to Parent, the Stockholder Representative and the Paying Agent a revised or updated Spreadsheet to reflect new facts and circumstances occurring after the delivery of a previous Spreadsheet (in which event such revised or updated spreadsheet shall be deemed to be the Spreadsheet for all purposes of and under this Agreement), which spreadsheet shall be dated certified as complete, correct and in accordance with the Charter Documents by the Chief Financial Officer of the Company (such certification, the “Spreadsheet Certificate”) as of the Closing Date and which shall set forth all of the following information (in addition to the include, among other required data and information specified therein)things, as of immediately prior to the Closing: with respect to each Company Stockholder and Company Optionholder (ai) the names such Person’s address where all amounts payable to such Company Stockholder or holder of all of the Selling Securityholders and their respective addresses and e-mail addresses (Company Options pursuant to this Agreement shall be mailed and, if available to the extent knownCompany, social security number (or tax identification number, as applicable), (bii) the number and type of shares of Company Capital Stock held byby such Person, or subject to the Company Options held by, such Selling Securityholders and, in the case of outstanding shares, (iii) the respective certificate numbersnumber(s) representing such shares, and if (iv) the respective date(s) of acquisition of such shares, (v) the Closing Per Share Amount applicable to such Person, (vi) the portion of the Closing Cash Payment to be paid to such Person at the Closing in respect of such shares of Company Capital Stock was ever subjected or Company Options pursuant to vesting ARTICLE I, (vii) the estimated portion of the Special Payment to be paid to such Person at the time indicated in Section 5.18 in respect of such shares of Company Capital Stock or other conditions constituting a “substantial risk Company Options, (viii) the portion of forfeiture” within the meaning amount otherwise payable to such Company Stockholder and/or Company Optionholder that is required to withheld by the Company under applicable Tax withholding laws, (ix) such Company Stockholder or Company Optionholder’s Pro Rata Portion of the maximum Earn-Out Amount; (x) the identification of any shares that were eligible for an election under Section 83 83(b) of the Code, including the date of issuance of such shares, and whether a such election under Section 83(b) election of the Code was timely made and properly made in respect thereof, (cxi) (i) such other information relevant thereto or that Parent or the Paying Agent may reasonably request. The Spreadsheet shall also set forth the Company’s Indebtedness for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 borrowed money as of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Date.

Spreadsheet. The Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, Purchaser and the Paying Agent three (3) Business Days prior to the Closing Date a spreadsheet (the “"Spreadsheet”") in a form and substance reasonably satisfactory acceptable to Purchaser, which spreadsheet shall be dated include, among other things, as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: : (a) the names of all With respect to each Shareholder entitled to receive any portion of the Selling Securityholders Merger Consideration set forth in this Agreement: (i) such Person's name, address and, if applicable, type of entity and their respective addresses and e-mail addresses state of formation; (to the extent known), (bii) the number and type of shares (i.e. common or preferred and series of preferred) of Company Capital Stock capital stock held byby such Person, or subject to the Company Options held by, such Selling Securityholders and, in the case of outstanding shares, (iii) the respective certificate numbersnumber(s) representing such shares, and if (iv) the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 percentage of the Code, whether a Section 83(bCompany's outstanding capital stock held by such Person (v) election was timely and properly made the percentage of the Company's outstanding Series D Preferred Stock held by such Person; (vi) the percentage of the Company's outstanding Series E Preferred Stock held by such Person; (vii) the aggregate amount of cash to be paid to such Person at the Closing in respect thereof, (c) (i) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise shares; (viii) the number of shares of Parent Common Stock to be issued and delivered to such Person at the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date Closing in respect of such exercise and the applicable exercise price, shares; (dix) the Total Consideration (including, listed separately, number of shares of Parent Common Stock to be issued in the Cash Consideration, Stock Consideration name of such Person at Closing and Aggregate Exercise Price, delivered to and excluding, for purposes held by the Purchaser on behalf of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed such Person as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash Holdback Shares pursuant to the terms of Section 1.5(c)), the Holdback Agreement; (gx) the calculation Pro Rata Share of the aggregate number of shares of Purchase Series B Stock issuable such Person; and (xi) whether any amounts are required to each such Selling Securityholder pursuant to each of Section 1.5(a)be withheld from any Shareholders and if so, (h) the amount of any indebtedness such withholdings; and (b) The Company will also provide to the Company owed by such Selling Securityholder and Paying Agent, if requested, social security numbers or tax identification numbers for each Shareholder entitled to be deducted from such Selling Securityholder’s applicable receive any portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)that Merger Consideration hereunder.

Spreadsheet. The Prior to the Closing, the Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, Acquirer a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (ai) the names of all of the Selling Company Securityholders and their respective addresses and addresses, e-mail addresses and, where available, taxpayer identification numbers; (to the extent known), (bii) the number and type of shares of Company Capital Stock Shares held by, or subject to the Company Options held by, such Selling Company Securityholders and, in the case of outstanding shares, the respective certificate numbers, ; (iii) the number of Company Shares subject to and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made exercise price per share in respect thereof, (c) (i) effect for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and Option; (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (div) the Total Consideration vesting status and schedule with respect to Company Options; (including, listed separately, v) the Cash Consideration, Stock Consideration and calculation of Aggregate Exercise Price, Adjusted Consideration and excluding, for purposes of this clause Per Share Consideration; (d), the Contingent Consideration, (evi) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Company Securityholder pursuant to each of Section 1.5(a), Section 1.5(b1.1(d) and Section 1.5(cthe total amount of Taxes to be withheld therefrom; (vii) (with respect in the case of each Founder, the portion of cash amounts otherwise payable to such Founder pursuant to Section 1.5(c), assuming paid in all cash 1.1(d)(i) to be withheld pursuant to the terms of Section 1.5(c)), his Founder Vesting Agreement; (gviii) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling SecurityholderIndemnifying Holder’s applicable portion Pro Rata Share of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Escrow Amount and Expense Fund Amount; and (jix) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid other information reasonably requested by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Acquirer.

Spreadsheet. The Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, Acquirer: (a) a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to PurchaserAcquirer, which spreadsheet shall be dated as of the date hereof and attached hereto as Schedule II of the Merger Agreement and (b) an updated Spreadsheet in form and substance reasonably satisfactory to the Acquirer, which updated Spreadsheet shall be dated as of the Closing Date Date, and in each instance, shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (ai) the names of all of the Selling Securityholders Converting Holders and their respective addresses and addresses, e-mail addresses and, where available, taxpayer identification numbers; (to the extent known), (bii) the number and type of shares of Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Selling Securityholders Converting Holders and, in the case of outstanding shares, the respective certificate numbers, and if ; (iii) the number of shares of Company Capital Stock was ever subjected subject to and the exercise price per share in effect for each Company Option and Company Warrant; (iv) the vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 status and schedule with respect to Company Options and Company Warrants and Unvested Company Shares and terms of the Code, whether a Section 83(b) election was timely and properly made in Company’s rights to repurchase such Unvested Company Shares (including the per share repurchase price payable with respect thereof, thereto); (c) (iv) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, ; (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (evi) the calculation of each Selling Securityholder’s Pro Rata Fully Diluted Share Number, Common Per Share Amount and Series A Per Share Amount; (expressed as a percentage), (fvii) the calculation of aggregate cash amounts payable to each such Converting Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), and Section 1.3(a)(iii), the total amount of Taxes to be withheld therefrom and the aggregate cash amounts payable to each such Selling Securityholder Converting Holder pursuant to each of Section 1.5(a1.3(a), Section 1.5(b) and Section 1.5(c) ; (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (gviii) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling SecurityholderConverting Holder’s applicable portion Pro Rata Share of the Cash Consideration, Indemnification Holdback Amount; (iix) the calculation of each Converting Holder’s TNW Pro Rata Share of the Seller Stamp Tax Amount Adjustment Holdback Amount; and (jx) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid applicable wire transfer instructions and other information reasonably requested by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Acquirer.

Spreadsheet. The Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, Parent and the Exchange Agent not less than three (3) Business Days prior to the Closing Date a spreadsheet (the “Spreadsheet”) in a form and substance reasonably satisfactory acceptable to PurchaserParent, which spreadsheet shall be dated certified as true, complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company pursuant to an Officer Certification as of the Closing Date and which shall set forth all of the following information (in addition to the include, among other required data and information specified therein)things, as of immediately prior to the Closing: : (a) the names of all of the Selling Securityholders with respect to each Shareholder, (i) such Person’s address and their respective addresses and e-mail addresses social security number (to the extent knownor tax identification number, as applicable), (bii) the number and type of shares of Company Capital Transferred Stock held byby such Person (including whether such shares are Company Common Stock or Company Series A Preferred Stock), or subject to the Company Options held by, such Selling Securityholders and, in the case of outstanding shares, (iii) the respective certificate numbers, and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(bnumber(s) election was timely and properly made in respect thereofrepresenting such shares, (civ) the liquidation preference and conversion ratio applicable to each share of Company Preferred Stock, (iv) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date acquisition of such exercise and the applicable exercise priceshares, (dvi) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent ConsiderationPro Rata Escrow Portion applicable to such Person, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (hvii) the amount of any indebtedness to the Company owed by such Selling Securityholder and cash to be deducted from such Selling Securityholder’s applicable portion of the Cash Considerationpaid to each holder pursuant to Section 1.6, (iviii) the calculation amount of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid)cash, including any Transaction Expenses if any, to be paid by the Purchaser at Shareholder in settlement of tax withholding obligations pursuant to Section 1.6(e) and outstanding Shareholder loans pursuant to Section 1.6(f), and (xi) such other information relevant thereto or which the Closing Exchange Agent may reasonably request. (b) with respect to each holder of a Company Option, (i) such Person’s address and any other payments social security number (or tax identification number, if applicable), (ii) the number of shares of Company Transferred Stock underlying each Company Option held by such Person, (iii) the respective grant date(s) of such Company Options, (iv) the respective exercise price(s) per share of such Company Options, (v) whether such Company Options are incentive stock options or non-qualified stock options, (vi) the amount of cash to be made by Purchaser at paid to each holder pursuant to Section 1.6, (vii) the Closing (including Transaction Expenses reasonably anticipated amount of cash, if any, to be incurred paid by such holder in settlement of tax withholding obligations pursuant to Section 1.6(e), and (viii) such other information relevant thereto or which the futureExchange Agent may reasonably request; and (c) with respect to each holder of a Company Warrant, (i) such Person’s address, (ii) the number of shares of Company Transferred Stock underlying each Company Warrant held by such Person, (iii) the respective issuance date(s) of such Company Warrants, (iv) the respective vesting arrangement(s) with respect to such Company Warrants, (v) the amount of cash to be paid to each holder pursuant to Section 1.6, (vi) the amount of cash, if any, to be paid by such holder in settlement of tax withholding obligations pursuant to Section 1.6(e), and (vii) such other information relevant thereto or which the Exchange Agent may reasonably request.

Spreadsheet. The Company shall prepare and deliver to PurchaserAcquiror, in accordance with Section 6.115.13, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to PurchaserAcquiror, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closinginformation: (a) the names of all of Company Stockholders and the Selling Securityholders Company Optionholders, and their respective addresses and e-mail addresses (to the extent known)and, if available, tax identification numbers; (b) the number and type kind of shares of Company Capital Stock held by, or subject to the Company Options held by, such Selling Securityholders Persons and, in the case of outstanding shares, the respective certificate numbersnumbers and vesting status; (c) the calculation of the Cash Per Share Liquidation Preference Amount, the Stock Per Share Liquidation Preference Amount, the Cash Per Share Amount, and if the Stock Per Share Amount; (d) the number of shares of Acquiror Common Stock and cash to be allocated to each Company Stockholder pursuant to Section 1.9(a)-(b) hereof; (e) the cash to be allocated to each holder of Vested Company Options pursuant to Section 1.9(c) (f) for each share of Company Capital Stock was ever subjected whether (A) to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 knowledge of the CodeCompany, whether it was subject to a valid and timely Section 83(b) election to the extent it was timely subject to a substantial risk of forfeiture upon issuance and properly made (B) it was the result of an early exercise of an incentive stock option; (g) the number of shares of Acquiror Common Stock and cash to be placed into the Escrow Fund, in respect thereof, the aggregate and on behalf of each Company Indemnifying Party; (ch) each Company Indemnifying Party’s Cash Pro Rata Share and Stock Pro Rata Share of the Escrow Fund (expressed as a percentage and based on the interest in the Escrow Fund for each such Company Indemnifying Party compared to all Company Indemnifying Parties); and (i) for each holder of Company Option that was exercised, whether it was early exercised, Capital Stock and the Tax status of each such Vested Company Option under Section 422 of the CodeOptions, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Holdback Pro Rata Share of the Holdback Amount (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to percentage and based on each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholderholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred interest in the futureHoldback Amount).

Spreadsheet. The Company shall prepare and deliver to Purchaser, Acquirer (in accordance with Section 6.11, 5.13) a spreadsheet (the “Spreadsheet”) in the form provided by Acquirer prior to the Closing and substance reasonably satisfactory to PurchaserAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (ai) the names of all of the Selling Securityholders Converting Holders and their respective addresses and e-mail addresses (to the extent known)and, where available, taxpayer identification numbers, (bii) the number and type of shares of Company Capital Stock held by, or subject to the Company Options held by, by such Selling Securityholders Converting Holders and, in the case of outstanding certificated shares, the respective certificate numbers, (iii) the vesting status and if the schedule with respect to Unvested Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 Shares and terms of the Code, whether a Section 83(b) election was timely and properly made in Company’s rights to repurchase such Unvested Company Shares (including the per share repurchase price payable with respect thereofthereto), (civ) (i) for each the calculation of Fully-Diluted Company Option that was exercisedCommon Stock, whether it was early exercisedCommon Per Share Cash Consideration, Common Per Share Stock Consideration and the Tax status Acquirer Closing Stock Price, (v) the calculation of aggregate cash amounts and shares of Acquirer Common Stock payable and issuable, respectively, to each such Company Option under Converting Holder pursuant to Section 422 of the Code, the date of such exercise 1.3(a) and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status total amount of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration Taxes to be withheld therefrom (including, listed separatelyif applicable, the Cash Consideration, number of shares of Acquirer Common Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (dto be withheld), (vi) the Contingent Considerationvesting schedule, if any, with respect to the shares of Acquirer Common Stock issuable to each such Converting Holder pursuant to Section 1.3(a), as set forth in the Equity Agreement or Benefits Amendment, as applicable, executed by such Converting Holder and (evii) the calculation of each Selling SecurityholderConverting Holder’s Pro Rata Share of the Cash Escrow Amount and the Expense Fund Amount (expressed as a dollar amount and as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future).

Spreadsheet. The Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, Schedule 6.4 sets forth a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Purchaserwhich includes, which spreadsheet shall be dated among other things, as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: Date: (a) the names of all of the Selling Securityholders and their respective addresses and e-mail addresses with respect to each Company Stockholder, (i) such Person’s address and, if available to the extent knownCompany, social security number (or tax identification number, if applicable), (bii) the number and type of shares of Company Capital Stock held byby such Person, or subject to the Company Options held by, such Selling Securityholders and, in the case of outstanding shares, (iii) the respective certificate numbersnumber(s) representing such shares, (iv) the Pro Rata Portion applicable to such Person, (v) the aggregate amount of cash to be paid to such Person at the Closing in respect of such shares, and if (vi) the amount of cash to be deposited into the Escrow Fund and the Stockholders’ Representative Fund on behalf of such Person; (b) with respect to each holder of Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the CodeOptions, whether a Section 83(b) election was timely and properly made in respect thereof, (c) (i) for each Company Option that was exercisedsuch Person’s address and, whether it was early exercisedif available to the Company, and the Tax status of each such Company Option under Section 422 of the Codesocial security number (or tax identification number, the date of such exercise and the applicable exercise price and if applicable), (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Company Capital Stock issuable to underlying each Company Option held by such Selling Securityholder pursuant to each of Section 1.5(a)Person, (hiii) the respective grant date(s) of such Company Options, (iv) the respective exercise price(s) per share of such Company Options, (v) whether such Company Options are incentive stock options or non-qualified stock options, (vi) the aggregate amount of cash to be paid to such Person at the Closing in respect of Vested Company Options, (vii) the amount of any indebtedness to the Company owed by such Selling Securityholder and cash to be deducted from deposited into the Escrow Fund and the Stockholders’ Representative Fund on behalf of such Selling Securityholder’s applicable portion Person at the Closing in respect of Vested Company Options, and (viii) any amounts required to be withheld for Taxes at the Cash ConsiderationClosing with respect to such payment; (c) with respect to each Management Acquisition Bonus Plan Participant, (i) such Person’s address and social security number, (ii) the calculation aggregate amount of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses cash to be paid by the Purchaser to such Person at the Closing and any other payments pursuant to the Management Acquisition Bonus Plan, (iii) the amount of cash to be made by Purchaser deposited into the Escrow Fund and the Stockholders’ Representative Fund on behalf of such Person at the Closing in respect of their allocation of the Management Acquisition Bonus Plan, and (including Transaction Expenses reasonably anticipated iv) any amounts required to be incurred withheld for Taxes at the Closing with respect to such payment; and (d) with respect to each Bridge Debt Lender, (i) such Person’s address and, if available to the Company, social security number (or tax identification number, if applicable), (ii) the amount of principal and interest owed to such Bridge Debt Lender pursuant to the Bridge Debt; (iii) the aggregate amount of cash to be paid to such Bridge Debt Lender at the Closing in respect of such Bridge Debt, and (iv) any amounts required to be withheld for Taxes at the future)Closing with respect to such payment.

Spreadsheet. The Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, Parent at least five (5) Business Days prior to the Closing a spreadsheet (setting forth the “Spreadsheet”) in form Company’s proposals along with reasonably detailed back-up data and substance reasonably satisfactory to Purchasersupporting materials, which spreadsheet shall be dated subject to the reasonable review and comment of Parent and the final version of which shall be reasonably satisfactory to Parent, with regard to the following information: (a) calculation of the Aggregate Option Cash Consideration and Aggregate RSU Cash Consideration; (b) calculation of the Per A Share Merger Consideration and the Per L Share Merger Consideration, (c) calculation of the aggregate Company Transaction Expenses, Cash as of September 30, 2014, Net Working Capital as of September 30, 2014, Outstanding Indebtedness as of September 30, 2014 and the Closing Date aggregate Negative Transaction Adjustments; (d) with respect to each holder of Company Shares: (i) the name and shall set forth all address of such holder, (ii) the number of shares of Class L Common Stock and Class A Common Stock held by such holder and the respective certificate numbers, (iii) the cash consideration that such holder is entitled to receive pursuant to Section 2.02 (on a certificate-by-certificate basis and in the aggregate), if any, and (iv) the stock consideration that such holder is entitled to receive pursuant to Section 2.02 (on a certificate-by-certificate basis and in the aggregate); (e) with respect to each Company Option: (i) the name and address of the following information holder thereof, (in addition to ii) the other required data grant date and information specified therein)expiration date thereof, as (ii) whether such Company Option is a Vested In-the-Money Option, (iii) the exercise price per share and the number of shares of Class L Common Stock and Class A Common Stock underlying such Company Option immediately prior to the Closing: , and (aiv) the names of all of the Selling Securityholders and their respective addresses and e-mail addresses (cash consideration that such holder is entitled to the extent knownreceive in accordance with Section 2.04(a), (b) the number and type of shares of Company Capital Stock held by, or subject to the Company Options held by, such Selling Securityholders ; and, in the case of outstanding shares, the respective certificate numbers, and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereof, (c) (i) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms each award of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, RSUs: (i) the calculation name and address of the Seller Stamp Tax Amount holder thereof, (ii) the grant date thereof, (iii) the number of Company RSUs underlying such award immediately prior to the Closing, and (jiv) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses the cash consideration that such holder is entitled to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred receive in the futureaccordance with Section 2.04(b).

Spreadsheet. The (i) Not less than five Business Days prior to the Closing, the Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, a payment spreadsheet (the “Spreadsheet”) in a form acceptable to Parent, certified as complete and substance reasonably satisfactory to Purchaser, which spreadsheet shall be dated as accurate by the Chief Executive Officer of the Closing Date and shall set Company, setting forth all of the following information information: (in addition 1) with respect to each Shareholder: (A) the other required data and information specified therein), name of each Shareholder as of immediately prior to the Closing: Effective Time; (aB) the names number of shares of Company Common Stock to be held by such Shareholder as of immediately prior to the Effective Time; (C) the certificate number(s) applicable to such shares of Company Common Stock held by such Shareholder; (D) the date of acquisition of such shares of Company Common Stock; (E) the Closing Cash Consideration Per Share payable and the number of shares of Parent Common Stock deliverable to such Shareholder in accordance with the terms of this Agreement and in the manner provided herein in respect of all of the Selling Securityholders and their respective addresses and e-mail addresses (shares of Company Common Stock to be held by such Shareholder as of immediately prior to the extent known), Effective Time; (bF) the amount of the Escrow Fund applicable to such Shareholder; (G) the amount of the Shareholder Representative Fund applicable to such Shareholder; (H) the address of such Shareholder where all amounts payable to such Shareholder pursuant to this Agreement shall be mailed; and (I) such Shareholder’s Pro Rata Portion; and (2) with respect to each holder of Company Options: (A) the name of each holder of Company Options as of immediately prior to the Effective Time; (B) the number and type of shares of Company Capital Stock held by, or subject to the Company Options held byby each holder of Company Options (on a Company Option by Option basis according to grant date) as of immediately prior to the Effective Time; (C) the grant date, such Selling Securityholders and, in number of shares vested as of immediately prior to the case Effective Time (after giving effect to any acceleration of outstanding shares, the respective certificate numbers, and if vesting of the Company Capital Stock was ever subjected Options) and exercise price applicable to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereof, (c) (i) for each Company Option that was exercised, held by holders of Company Options as of immediately prior to the Effective Time; (D) whether it was early exercised, and the Tax status of each such Company Option under Section 422 of is an incentive stock option or non-qualified stock option; (E) the Code, the date of such exercise Cash-Out Amount payable per Company Option and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Parent Common Stock issuable deliverable to each such Selling Securityholder pursuant holder in accordance with the terms of this Agreement in respect of all Company Options to each be held by such holder as of Section 1.5(a), immediately prior to the Effective Time; (hF) the amount of the Escrow Fund applicable to such holder; (G) the amount of the Shareholder Representative Fund applicable to such holder; (H) whether such holder holds Company Options to be exercised, together with the address of such holder of Company Options where all amounts payable to such holder pursuant to this Agreement shall be mailed; and (I) such Optionholder’s Pro Rata Portion. (ii) In the event that any indebtedness information set forth in the Spreadsheet becomes inaccurate at any time prior to the Effective Time, the Company owed by shall deliver a revised Spreadsheet, together with a new certification consistent with Section 1.8(a)(i) to Parent, whereupon such Selling Securityholder and revised Spreadsheet shall be deemed to be deducted from such Selling Securityholder’s applicable portion the “Spreadsheet” for all purposes of and under this Agreement. (iii) The Company acknowledges and agrees that the Cash Consideration, (i) Escrow Agent and Parent and their respective agents shall be entitled to rely on the calculation Spreadsheet for purposes of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including making any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)hereunder.

Spreadsheet. The Company shall prepare and deliver to PurchaserAcquiror and the Securityholders’ Representative, in accordance not later than three (3) Business Days prior to the Closing Date, and concurrently with Section 6.11the delivery of the Estimated Closing Certificate, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Purchaser), certified by the Chief Executive Officer of the Company, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein)information, as of the Closing Date and immediately prior to the Closing: Effective Time: (a) the names of all of the Selling Company Securityholders and their respective addresses and e-mail addresses (to the extent known), email addresses; (b) the number and type class of shares of Company Capital Stock held by, or subject to the Company Options held by, such Selling Securityholders andPersons, in the case of outstanding shares, the respective certificate numbers, and if the Company Capital Stock was ever subjected including an indication as to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereof, such shares are Restricted Shares; (c) a list identifying the holders of Company Options whose payments received pursuant to this Agreement will be required to be run through the Company’s payroll processor and will be subject to employment, withholding or payroll Taxes; (id) the exercise price per share in effect for each Company Option that was exercisedor Company Warrant, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, as applicable; (e) the calculation of each Selling SecurityholderEffective Time Holder’s Pro Rata Share (expressed as a percentage), percentage interest and the interest in dollar terms) of the Merger Consideration; (f) each Effective Time Holder’s Pro Rata Share (as a percentage interest and the calculation interest in dollar terms) of the aggregate cash amounts payable amount to be contributed to the Adjustment Escrow Amount, Indemnity Escrow Amount, Special Indemnity Escrow Amount and Reserve on behalf of each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) Effective Time Holder (with respect to Section 1.5(c), assuming paid in all cash pursuant subject to the terms of Section 1.5(c1.10(a)), ; (g) the calculation of the aggregate number Acquiror Pro Rata Share of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), the Adjustment Escrow Amount and Indemnity Escrow Amount; (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount Total Stock and the Merger Consideration; and (ji) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Aggregate Exercise Amount.

Spreadsheet. The (a) At least three (3) Business Days prior to the Closing, the Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, Purchaser prior to the Closing a spreadsheet (as may be updated from time to time pursuant to Section 6.9(b) (Spreadsheet), the “Spreadsheet”) in form and substance reasonably satisfactory to Purchaser), which spreadsheet shall be dated as include, with respect to each Selling Securityholder and Optionholder: (i) the name, physical address, and email address of such holder; (ii) whether such holder is a current or former employee of the Closing Date and shall set forth all of the following information Company; (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (aiii) the names number, class and series of all of the Selling Securityholders and their respective addresses and e-mail addresses (to the extent known), (b) the number and type of shares of Company Capital Stock held by, or subject to the Company Options held by, by such Selling Securityholders and, in the case of outstanding shares, holder and the respective certificate numbers, and if the numbers of all certificates evidencing all such shares; (iv) with respect to any shares of Company Capital Stock was ever subjected to vesting issued on or after January 1, 2011 and any other conditions constituting a securities that, in each case, are “substantial risk of forfeiturecovered securities” (within the meaning of Treasury Regulations Section 83 1.6045-1(a)(15)) with respect to the Company, the acquisition date and adjusted U.S. income Tax basis of such shares; (v) the Code, whether a Section 83(b) election was timely and properly made in respect thereof, (c) (i) for exercise price of each Company Option that was exercised, whether it was early exercised, and the Tax status of each held by such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise priceholder, (dvi) any Taxes that are required to be withheld under applicable Law from the consideration that such holder is entitled to receive pursuant to Section 2.1(a) (Company Capital Stock) or Section 2.1(b) (Company Options); (vii) the Total Consideration (including, listed separately, the aggregate Estimated Upfront Payment or Upfront Option Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable Out Amount that such holder is entitled to each such Selling Securityholder receive pursuant to each of Section 1.5(a), Section 1.5(b2.1(a) (Company Capital Stock) and Section 1.5(c2.1(b) (with respect Company Options) (on a certificate-by-certificate basis and in the aggregate), net of the amount of cash to be deposited, on behalf of such holder, into the Escrow Funds pursuant to Section 1.5(c), assuming paid in all cash 2.1(d) (Escrow Fund) and the Representative Fund Amount pursuant to the terms of Section 1.5(c2.1(c) (Representative Fund Amount)), ; (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (hviii) the amount of any indebtedness cash to be deposited, on behalf of such holder, into the Escrow Funds pursuant to Section 2.1(d) (Escrow Fund) and the Representative Fund pursuant to Section 2.1(c) (Representative Fund Amount), (ix) such holder’s Percentage Interest; (x) Closing Indebtedness, (xi) Expenses, (xii) such holder’s Special Percentage Interest and (xiii) such holder’s wire transfer information. (b) [***] prior to the Company owed by such payment due date (as set forth in this Agreement) of any Milestone Payment, the Seller Representative shall update the Spreadsheet to include the following information with respect to each Selling Securityholder and Optionholder and deliver such updated Spreadsheet to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, Purchaser: (i) the calculation of aggregate Milestone Payment that such holder is entitled to receive pursuant to Section 3.1 (Milestone Consideration) (on a certificate-by-certificate basis and in the Seller Stamp Tax Amount aggregate) on such Milestone Payment date and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaidii), including if applicable, the following updated information for each holder: (A) the name, physical address, and email address of such holder; (B) any Transaction Expenses Taxes that are required to be paid by withheld under applicable Law from the Purchaser at the Closing Milestone Payment that such holder is entitled to receive on such Milestone Payment date; and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)C) such holder’s wire transfer information.

Spreadsheet. The Company shall prepare have delivered to Parent and deliver the Paying Agent (with a copy to Purchaser, in accordance with Section 6.11, a spreadsheet the Stockholders’ Representative) no less than five (the “Spreadsheet”5) in form and substance reasonably satisfactory Business Days prior to Purchaser, which spreadsheet shall be dated as of the Closing Date and shall set a spreadsheet in the form attached hereto as Schedule 6.02(q) that accurately sets forth all of the following information (in addition to the other required data and information specified therein) (the “Spreadsheet”): (i) the names of all the Equityholders and their respective addresses and email addresses (to the extent available), the number of Company Shares, Participating Options and Assumed Options held by such Persons, as applicable; (ii) the Company’s good faith estimate of the Closing Net Working Capital, Closing Indebtedness, unpaid Transaction Expenses and the aggregate amount of Closing Cash, each as determined in accordance with GAAP applied on a consistent basis with the application thereof to the most recent Audited Financial Statements and calculated as of immediately prior to the Closing: (a) the names of all Effective Time, which estimate shall include a balance sheet together with each other component of the Selling Securityholders Cash Merger Consideration and their respective addresses and e-mail addresses an estimate of the Cash Merger Consideration (to such estimate, the extent known“Effective Time Cash Merger Consideration”), calculated as of the Effective Time (the “Adjustment Time”), (biii) the total number and type of shares of Parent Series H-1 Preferred Stock, the original principal amount of the Seller Note allocated to such Equityholder (if any) and the total Fractional Cash Amount, in each case, to which such Equityholder is entitled pursuant to Section 2.07(a) and/or Section 2.08, as applicable; (iv) an indication as to whether (A) the Company Capital Stock held byhas received from the applicable Equityholder and delivered to Parent an Accredited Investor Certification for such Equityholder, or subject (B) Parent has indicated to the Company Options held by, such Selling Securityholders andthat it reasonably believes, in the case exercise of outstanding sharesits sole discretion based on information available to it, that such Equityholder is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the respective certificate numbersSecurities Act, and if or (C) that Company has neither indication described in (A) or (B) that the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereofEquityholder is an Accredited Stockholder, (cv) (i) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling SecurityholderEquityholder’s Pro Rata Share and, as applicable, Stockholder Escrow Pro Rata Shares, Stockholder Pro Rata Share, Note Pro Rata Share and Optionholder Pro Rata Share; and (expressed vi) such other instructions or information as a percentage), (f) is necessary or reasonably requested by Parent or the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (Paying Agent with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made to the Equityholders. Such Spreadsheet shall be accompanied by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future)Capitalization Update.