Common use of Spreadsheet Clause in Contracts

Spreadsheet. At or prior to the Closing, the Company shall deliver to Acquirer a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Acquirer, which spreadsheet shall set forth all of the following information, as of immediately prior to the Closing: (a) with respect to each Shareholder: (i) the name, address and email address of record; (ii) the number of Shares held, by class; (iii) the Per Shareholder Stock Consideration and the Company’s good faith estimate as of the Closing of the Per Shareholder Consideration and 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 the portion of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at the Closing pursuant to Section 1.3(b)(i); (iv) the amount to be contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; and (v) whether such holder, with respect to its Shares, is subject to withholding as wages or compensation, and the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.5(c) from the consideration that such holder is entitled to receive pursuant to Section 1.1(a); (b) with respect to each Promised Company Optionholder: (i) the name, address and email address of record; (ii) the number of Promised Company Options held; (iii) the exercise price per share and the number of shares subject to such Promised Company Options; (iv) the amount to be economically contributed to the Indemnity Holdback Amount the Purchase Price Adjustment Amount and the Expense Fund; (v) the Company’s good faith estimate of the consideration such holder is entitled to receive pursuant to Section 1.1(c)(i); and (vi) the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the consideration that such holder is entitled to receive pursuant to Section 1.1(c)(i); (c) with respect to each VSOP Holder: (i) the name, address and email address of record; (ii) the number of VSOPs held by each VSOP Holder; (iii) a good faith estimate as of the Closing of the VSOP Payments to each VSOP Holder; (iv) the amount to be economically contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, and the Expense Fund; and (v) the Company’s good faith estimate as of the Closing of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the payment that such VSOP Holder is entitled to receive pursuant to Section 1.3(d); (d) calculations of the Company’s good faith estimate as of the Closing of the Cash Consideration (the “Estimated Cash Consideration”); (e) each Indemnifying Party’s Pro Rata Share for General Claims and Fundamental Claims; and (f) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer. The parties hereto agree that Acquirer and Holdco shall be entitled to rely (without investigation) on the Spreadsheet and shall not be responsible or liable to any Person for the calculations in the Spreadsheet or for the accuracy of any payments to the extent made in accordance with the Spreadsheet.

Spreadsheet. At or prior to the Closing, the The Company shall prepare and deliver to Acquirer Purchaser, in accordance with Section 6.11, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to AcquirerPurchaser, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (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 Shareholder: 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 name, address and email address of record; (ii) the number of Shares held, by class; (iii) the Per Shareholder Stock Consideration and the Company’s good faith estimate as calculation of the Closing of the Per Shareholder Consideration and 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 the portion of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at the Closing pursuant to Section 1.3(b)(i); (iv) the amount to be contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; and (v) whether such holder, with respect to its Shares, is subject to withholding as wages or compensation, and the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.5(c) from the consideration that such holder is entitled to receive pursuant to Section 1.1(a); (b) with respect to each Promised Company Optionholder: (i) the name, address and email address of record; (ii) the number of Promised Company Options held; (iii) the exercise price per share and the number of shares subject to such Promised Company Options; (iv) the amount to be economically contributed to the Indemnity Holdback Amount the Purchase Price Adjustment Seller Stamp Tax Amount and the Expense Fund; (v) the Company’s good faith estimate of the consideration such holder is entitled to receive pursuant to Section 1.1(c)(i); and (vi) the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the consideration that such holder is entitled to receive pursuant to Section 1.1(c)(i); (c) with respect to each VSOP Holder: (i) the name, address and email address of record; (ii) the number of VSOPs held by each VSOP Holder; (iii) a good faith estimate as of the Closing of the VSOP Payments to each VSOP Holder; (iv) the amount to be economically contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, and the Expense Fund; and (v) the Company’s good faith estimate as of the Closing of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the payment that such VSOP Holder is entitled to receive pursuant to Section 1.3(d); (d) calculations of the Company’s good faith estimate as of the Closing of the Cash Consideration (the “Estimated Cash Consideration”); (e) each Indemnifying Party’s Pro Rata Share for General Claims and Fundamental Claims; and (fj) a funds flow memorandum setting forth applicable wire transfer instructions all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other information payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably requested by Acquirer. The parties hereto agree that Acquirer and Holdco shall anticipated to be entitled to rely (without investigation) on the Spreadsheet and shall not be responsible or liable to any Person for the calculations incurred in the Spreadsheet or for the accuracy of any payments to the extent made in accordance with the Spreadsheetfuture).

Spreadsheet. At or The Company shall prepare and deliver to Acquirer, at least two Business Days prior to the Closing, the Company shall deliver to Acquirer a spreadsheet (the “Spreadsheet”) ), in form and substance draft form, reasonably satisfactory acceptable to Acquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Closing: Effective Time: (a) with respect to each Shareholder: the names of all the Company Convertible Noteholders, the Company Stockholders and Company Optionholders and their respective addresses and where available, taxpayer identification numbers; (ib) the namenumber, address kind of shares and email address classification as Employee Capital Stock or Non-Employee Capital Stock of record; Company Capital Stock held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (iic) the number of Shares held, by class; shares of Company Capital Stock subject to and the exercise price per share in effect for each Company Option; (iiid) the Per Shareholder vesting status and schedule with respect to Company Options and unvested Company Capital Stock Consideration and terms of the Company’s good faith estimate as rights to repurchase such unvested Company Capital Stock (including the repurchase price payable per share under each share of unvested Company Capital Stock); (e) the Tax status of each Company Option under Section 422 of the Closing Code; (f) the calculation of the Fully-Diluted Company Common Stock, Employee Closing Payment Per Shareholder Share, Non-Employee Closing Payment Per Share, Merger Consideration, and Option Payment per In the Money Option; and (g) the total amount of Taxes to be withheld from the Merger Consideration and that each Company Securityholder immediately prior to the Per Shareholder Cash Consideration such Shareholder Effective Time is entitled to receive pursuant to Section 1.1(a) on an aggregate basis for all Shares and the portion of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at the Closing pursuant to Section 1.3(b)(i); (iv) the amount to be contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; and (v) whether such holder, with respect to its Shares, is subject to withholding as wages or compensation, and the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.5(c) from the consideration that such holder is entitled to receive pursuant to Section 1.1(a); (b) with respect to each Promised Company Optionholder: (i) the name, address and email address of record; (ii) the number of Promised Company Options held; (iii) the exercise price per share and the number of shares subject to such Promised Company Options; (iv) the amount to be economically contributed to the Indemnity Holdback Amount the Purchase Price Adjustment Amount and the Expense Fund; (v) the Company’s good faith estimate of the consideration such holder is entitled to receive pursuant to Section 1.1(c)(i); and (vi) the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the consideration that such holder is entitled to receive pursuant to Section 1.1(c)(i); (c) with respect to each VSOP Holder: (i) the name, address and email address of record; (ii) the number of VSOPs held by each VSOP Holder; (iii) a good faith estimate as of the Closing of the VSOP Payments to each VSOP Holder; (iv) the amount to be economically contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, and the Expense Fund; and (v) the Company’s good faith estimate as of the Closing of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the payment that such VSOP Holder is entitled to receive pursuant to Section 1.3(d); (d) calculations of the Company’s good faith estimate as of the Closing of the Cash Consideration (the “Estimated Cash Consideration”); (e) each Indemnifying Party’s Pro Rata Share for General Claims and Fundamental Claims; and (f) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer. The parties hereto agree that Acquirer and Holdco shall be entitled to rely (without investigation) on the Spreadsheet and shall not be responsible or liable to any Person for the calculations in the Spreadsheet or for the accuracy of any payments to the extent made in accordance with the Spreadsheet1.8.

Spreadsheet. At or prior to the Closing, the The Company shall prepare and deliver to Acquirer a spreadsheet Acquirer, in accordance with Section 5.13, an excel workbook (the “Spreadsheet”) in form and substance reasonably satisfactory to Acquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to other information reasonably requested by Acquirer or otherwise requested therein), as of immediately prior to the Closing: (a) with respect to each Shareholder: (i) the namenames of all of Company Securityholders and their respective addresses, address and email address of record; (ii) the number of Shares held, by class; (iii) the Per Shareholder Stock Consideration and the Company’s good faith estimate as of the Closing of the Per Shareholder Consideration and 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 the portion of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at the Closing pursuant to Section 1.3(b)(i); (iv) the amount to be contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; and (v) whether such holder, with respect to its Shares, is subject to withholding as wages or compensation, and the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.5(c) from the consideration that such holder is entitled to receive pursuant to Section 1.1(a)e-mail addresses; (b) with respect the number and type of shares of Company Capital Stock held by, or subject to each Promised the Company Optionholder: (i) Options or Company Warrants held by, such Company Securityholder and, in the namecase of outstanding shares, address and email address of recordthe respective certificate numbers; (iic) the number of Promised shares of Company Options held; (iii) Capital Stock subject to and the exercise price per share in effect (if any) for each Company Option and the number of shares subject to such Promised Company Options; (iv) the amount to be economically contributed to the Indemnity Holdback Amount the Purchase Price Adjustment Amount and the Expense Fund; (v) the Company’s good faith estimate of the consideration such holder is entitled to receive pursuant to Section 1.1(c)(i); and (vi) the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the consideration that such holder is entitled to receive pursuant to Section 1.1(c)(i); (c) with respect to each VSOP Holder: (i) the name, address and email address of record; (ii) the number of VSOPs held by each VSOP Holder; (iii) a good faith estimate as of the Closing of the VSOP Payments to each VSOP Holder; (iv) the amount to be economically contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, and the Expense Fund; and (v) the Company’s good faith estimate as of the Closing of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the payment that such VSOP Holder is entitled to receive pursuant to Section 1.3(d)Warrant; (d) calculations the vesting status and schedule with respect to Company Options, Company Warrants and Unvested Company Shares and terms of the Company’s good faith estimate as of rights to repurchase such Unvested Company Shares (including the Closing of the Cash Consideration (the “Estimated Cash Consideration”per share repurchase price payable with respect thereto); (e) for each Company Option that was early exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price; (f) the calculation of Fully-Diluted Company Stock, Per Share Cash Consideration and the Acquirer Stock Price; (g) the calculation of aggregate cash amounts payable to each such Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv) and in each case whether or not Taxes are required to be withheld therefrom; (h) the vesting schedule with respect to the aggregate cash amounts payable to each Indemnifying PartyHolder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv), as set forth in the Equity Agreement and/or the Option Consent, as applicable, executed by such Indemnifying Holder; (i) the calculation of each Indemnifying Holder’s Pro Rata Share of the Indemnity Escrow Amount and the Expense Fund Amount; (j) the number of Company Options held by each Company Optionholder immediately prior to the Effective Time (including a breakdown of the number of Cash-Out Options held by such Company Optionholder), the Exchange Ratio used to calculate the number of Acquirer Common Stock shares issuable to such Company Optionholder in respect of his or her Company Options under Section 1.3(a)(iii)(B) and in each case applicable backup therefor and a calculation of the number of shares of Acquirer Common Stock into which each such Company Option will be convertible after assumption by Acquirer pursuant to the terms and conditions set forth in Section 1.3(a)(iii)(B) and the applicable exercise price for General Claims and Fundamental Claimssuch Company Option after such assumption by Acquirer; and (fk) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer. The parties hereto agree that Acquirer and Holdco shall be entitled to rely (without investigation) on the Spreadsheet and shall not be responsible or liable to any Person for the calculations in the Spreadsheet or for the accuracy of any payments to the extent made in accordance with the Spreadsheet.

Spreadsheet. At or prior Prior to the Closing, the Company shall prepare and deliver to Acquirer a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Acquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (a) with respect to each Shareholder: : (i) the namenames of all of the Company Securityholders and their respective addresses, address and email address of record; e-mail addresses and, where available, taxpayer identification numbers; (ii) the number and type of Company Shares heldheld by, by class; or subject to the Company Options held by, such Company Securityholders and, in the case of outstanding shares, the respective certificate numbers; (iii) the Per Shareholder Stock Consideration and the Company’s good faith estimate as number of the Closing of the Per Shareholder Consideration and the Per Shareholder Cash Consideration such Shareholder is entitled to receive pursuant to Section 1.1(a) on an aggregate basis for all Company Shares and the portion of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at the Closing pursuant to Section 1.3(b)(i); (iv) the amount to be contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; and (v) whether such holder, with respect to its Shares, is subject to withholding as wages or compensation, and the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.5(c) from the consideration that such holder is entitled to receive pursuant to Section 1.1(a); (b) with respect to each Promised Company Optionholder: (i) the name, address and email address of record; (ii) the number of Promised Company Options held; (iii) the exercise price per share and the number of shares subject to such Promised in effect for each Company Options; Option; (iv) the amount vesting status and schedule with respect to be economically contributed to the Indemnity Holdback Amount the Purchase Price Adjustment Amount and the Expense Fund; Company Options; (v) the Company’s good faith estimate calculation of the consideration such holder is entitled to receive pursuant to Section 1.1(c)(i)Aggregate Exercise Price, Adjusted Consideration and Per Share Consideration; and (vi) the Company’s good faith estimate calculation of aggregate cash amounts payable to each such Company Securityholder pursuant to Section 1.1(d) and the total amount of any Taxes, as applicable, that are required Taxes to be withheld therefrom; (vii) in accordance with Section 1.3(d) from the consideration that case of each Founder, the portion of cash amounts otherwise payable to such holder is entitled to receive Founder pursuant to Section 1.1(c)(i); (c1.1(d)(i) with respect to each VSOP Holder: (i) the name, address and email address of record; (ii) the number of VSOPs held by each VSOP Holder; (iii) a good faith estimate as of the Closing of the VSOP Payments to each VSOP Holder; (iv) the amount to be economically contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, and the Expense Fund; and (v) the Company’s good faith estimate as of the Closing of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the payment that such VSOP Holder is entitled to receive pursuant to Section 1.3(d); his Founder Vesting Agreement; (dviii) calculations the calculation of the Company’s good faith estimate as of the Closing of the Cash Consideration (the “Estimated Cash Consideration”); (e) each Indemnifying PartyHolder’s Pro Rata Share for General Claims of the Escrow Amount and Fundamental ClaimsExpense Fund Amount; and and (fix) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer. The parties hereto agree that Acquirer and Holdco shall be entitled to rely (without investigation) on the Spreadsheet and shall not be responsible or liable to any Person for the calculations in the Spreadsheet or for the accuracy of any payments to the extent made in accordance with the Spreadsheet.

Spreadsheet. At or prior to the Closing, the The Company shall deliver to Acquirer 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 Acquirersupporting materials, which spreadsheet shall set forth all be 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, as of immediately prior to the Closing: (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 aggregate Negative Transaction Adjustments; (d) with respect to each Shareholder: holder of Company Shares: (i) the name, address name and email address of record; such holder, (ii) the number of Shares heldshares of Class L Common Stock and Class A Common Stock held by such holder and the respective certificate numbers, by class; (iii) the Per Shareholder Stock Consideration and the Company’s good faith estimate as of the Closing of the Per Shareholder Consideration and 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 the portion of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at the Closing pursuant to Section 1.3(b)(i); (iv) the amount to be contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; and (v) whether such holder, with respect to its Shares, is subject to withholding as wages or compensation, and the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.5(c) from the cash consideration that such holder is entitled to receive pursuant to Section 1.1(a2.02 (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); (be) with respect to each Promised Company Optionholder: Option: (i) the name, address name and email address of record; the holder thereof, (ii) the number of Promised grant date and expiration date thereof, (ii) whether such Company Options held; Option is a Vested In-the-Money Option, (iii) the exercise price per share and the number of shares subject of Class L Common Stock and Class A Common Stock underlying such Company Option immediately prior to such Promised Company Options; the Closing, and (iv) the amount to be economically contributed to the Indemnity Holdback Amount the Purchase Price Adjustment Amount and the Expense Fund; (v) the Company’s good faith estimate of the consideration such holder is entitled to receive pursuant to Section 1.1(c)(i); and (vi) the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the cash consideration that such holder is entitled to receive pursuant to Section 1.1(c)(i); (c) with respect to each VSOP Holder: (i) the name, address and email address of record; (ii) the number of VSOPs held by each VSOP Holder; (iii) a good faith estimate as of the Closing of the VSOP Payments to each VSOP Holder; (iv) the amount to be economically contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, and the Expense Fund; and (v) the Company’s good faith estimate as of the Closing of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the payment that such VSOP Holder is entitled to receive pursuant to Section 1.3(d2.04(a); (d) calculations of the Company’s good faith estimate as of the Closing of the Cash Consideration (the “Estimated Cash Consideration”); (e) each Indemnifying Party’s Pro Rata Share for General Claims and Fundamental Claims; and (f) a funds flow memorandum setting forth applicable wire transfer instructions with respect to each award of Company RSUs: (i) the name and other information reasonably requested by Acquirer. The parties hereto agree address of the holder thereof, (ii) the grant date thereof, (iii) the number of Company RSUs underlying such award immediately prior to the Closing, and (iv) the cash consideration that Acquirer and Holdco shall be such holder is entitled to rely (without investigation) on the Spreadsheet and shall not be responsible or liable to any Person for the calculations in the Spreadsheet or for the accuracy of any payments to the extent made receive in accordance with the SpreadsheetSection 2.04(b).

Spreadsheet. At or The Company shall prepare and deliver to Acquirer, no later than five Business Days prior to the Closing, the Company shall deliver to Acquirer a spreadsheet tabs in an Excel spreadsheet (the “Spreadsheet”) ), in a form reasonably acceptable to Acquirer and substance reasonably satisfactory to Acquirerthe Paying Agent, which spreadsheet Spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Closing: (a) with respect to each Shareholder: (i) the namenames of all Indemnifying Parties, address their respective current email and email address of recordmailing addresses and, where available, taxpayer identification numbers; (iib) the number of Shares held, by class; (iii) the Per Shareholder Stock Consideration and the Company’s good faith estimate as a calculation of the Closing aggregate portion of the Per Shareholder Total Consideration and the Per Shareholder Cash Consideration such Shareholder that each Company Securityholder is entitled to receive pursuant to Section 1.1(a) on an aggregate basis for all Shares and the portion of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at upon the Closing pursuant to Section 1.3(b)(i); (iv) the amount to be contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; and (v) whether such holder, with respect to its Shares, is subject to withholding as wages or compensation, and the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.5(c) from the consideration that such holder is entitled to receive pursuant to Section 1.1(a); (b) with respect to each Promised Company Optionholder: (i) the name, address and email address of record; (ii) the number of Promised Company Options held; (iii) the exercise price per share and the number of shares subject to such Promised Company Options; (iv) the amount to be economically contributed to the Indemnity Holdback Amount the Purchase Price Adjustment Amount and the Expense Fund; (v) the Company’s good faith estimate of the consideration such holder is entitled to receive pursuant to Section 1.1(c)(i); and (vi) the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the consideration that such holder is entitled to receive pursuant to Section 1.1(c)(i1.5(a); (c) with respect to each VSOP Holder: Selling Shareholder, (i) the namenumber, address class and email address series of record; Company Shares held by such Selling Shareholder (on a certificate-by-certificate basis) the price at which such Company Shares were originally acquired by such Selling Shareholder, (ii) the number of VSOPs held by each VSOP Holder; respective Certificate numbers, (iii) a good faith estimate such Selling Shareholder’s name exactly as of the Closing of the VSOP Payments to each VSOP Holder; shown on such Certificate and, (iv) the amount to be economically contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, and the Expense Fund; and (v) the Company’s good faith estimate as of the Closing of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the payment that date such VSOP Holder is entitled to receive pursuant to Section 1.3(d)Company Shares were originally purchased or granted; (d) calculations with respect to each holder of Company Option, (i) the Company’s good faith estimate number of Company Shares underlying each Company Option held by such Person, (ii) the respective exercise price per share of such Company Option; (iii) the respective grant date(s) of such Company Option; (iv) the vesting status and schedule with respect to each Company Options, including Unvested Company Options and any Promised Options, (v) whether such Company Option is an incentive stock option or a non-qualified stock option (as of the Closing of the Cash Consideration (the “Estimated Cash Consideration”applicable); (e) with respect to any Company Option held by an Israeli employee, officer, director or consultant of the Company, a description of whether such Company Option was granted under Section 102 or Section 3(i) of the Income Tax Ordinance and with respect to the Section 102 Options whether an election was made to treat such Company Option under the capital gain route or ordinary income route and any amounts required to be withheld or deducted under the applicable Tax Laws; (f) the calculation of the Total Consideration, Fully-Diluted Company Share Capital, Escrow Amount, Closing Per Share Amount; (g) the Pro Rata Portion of each Indemnifying Party’s Pro Rata Share for General Claims Party and Fundamental Claimsthe interest in dollar terms of each Indemnifying Party in the Escrow Fund; (h) the details of the recipients of all unpaid Transaction Expenses as of the Closing; and (fi) a funds flow memorandum setting forth applicable wire transfer instructions and such other relevant information reasonably requested by Acquirer. The parties hereto agree that Acquirer and Holdco shall be entitled to rely (without investigation) on or the Spreadsheet and shall not be responsible or liable to any Person for the calculations in the Spreadsheet or for the accuracy of any payments to the extent made in accordance with the SpreadsheetPaying Agent may reasonably require.

Spreadsheet. At or prior to the Closing, the The Company shall prepare and deliver to Acquirer Acquirer, in accordance with Section 5.13, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Acquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information, as of immediately prior to the Closing:: 48 (a) with respect to each Shareholder: (i) the nameCash Consideration, address and email address of record; (ii) the number aggregate amount of Shares heldTransaction Expenses that remain unpaid as of the First Effective Time (including any Transaction Expenses that will become payable after the First Effective Time with respect to services rendered or actions taken prior to the First Effective Time), by class; together with a breakdown thereof, (iii) the Aggregate Exercise Price, (iv) the Cash Escrow Amount, (v) the Fully-Diluted Company Capital Stock Number, (vi) the Fully-Diluted Per Shareholder Share Cash Consideration, (vii) the Fully-Diluted Per Share Stock Consideration, (viii) the Parent Stock Price, (ix) the Cash Percentage, (x) the Stock Percentage, (xi) the Cash Escrow Amount, (xii) the Stock Escrow Amount, (xiii) the Closing Cash Amount, (xiv) the Closing Indebtedness Amount, and (xv) the Closing Net Cash Amount; (b) the names of all the Converting Holders and their respective addresses and, where in the possession of the Company, taxpayer identification numbers; (c) the number, class and series of shares of Company Capital Stock held by, or subject to the Company Options held by, such Converting Holders and, in the case of outstanding shares, the respective certificate numbers, price at which such shares were originally acquired by such holder from the Company and the date of such acquisition and whether any of such shares are Unvested Company Shares; (d) the number of shares of Company Capital Stock subject to and the exercise price per share in effect for each Company Option; (e) for each Company Option that was early exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price; (f) the aggregate cash amounts and shares of Parent Common Stock payable and issuable, respectively, to each such Converting Holder pursuant to Section 1.3(a) (on a certificate-by-certificate or option-by-option basis and in the aggregate), the extent to which such consideration constitutes Restricted Merger Consideration and whether each Converting Holder will make an election pursuant to Section 83(b) of the Code with respect to any portion of such Converting Holder’s Restricted Merger Consideration; (g) the vesting status with respect to Company Options, the vesting status and schedule of Unvested Company Shares and terms of the Company’s good faith estimate as of rights to repurchase such Unvested Company Shares (including the Closing of the Per Shareholder Consideration and 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 the portion of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at the Closing pursuant to Section 1.3(b)(iper share repurchase price payable with respect thereto); (iv) the amount to be contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; and (vh) 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 (yes/no) any Taxes, as applicable, that Taxes are required to be withheld in accordance with Section 1.5(c) from the consideration that such holder is entitled to receive pursuant to Section 1.1(a); (b) with respect to each Promised Company Optionholder: (i) the name, address and email address of record; (ii) the number of Promised Company Options held; (iii) the exercise price per share and the number of shares subject to such Promised Company Options; (iv) the amount to be economically contributed to the Indemnity Holdback Amount the Purchase Price Adjustment Amount and the Expense Fund; (v) the Company’s good faith estimate of the consideration such holder is entitled to receive pursuant to Section 1.1(c)(i); and (vi) the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the consideration that such holder is entitled to receive pursuant to Section 1.1(c)(i); (c) with respect to each VSOP Holder: (i) the name, address and email address of record; (ii) the number of VSOPs held by each VSOP Holder; (iii) a good faith estimate as of the Closing of the VSOP Payments to each VSOP Holder; (iv) the amount to be economically contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, and the Expense Fund; and (v) the Company’s good faith estimate as of the Closing of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the payment that such VSOP Converting Holder is entitled to receive pursuant to Section 1.3(d1.3(a) or any consideration to be contributed by such Converting Holder to the Escrow Fund (based on Applicable Law as of the year the Closing occurs and assuming no backup withholding is required); (di) calculations each Converting Holder’s Pro Rata Share, and the amount of cash and number of shares of Parent Common Stock to be contributed by such Converting Holder to the Escrow Fund and the extent to which such consideration constitutes Restricted Merger Consideration and each Converting Holders’ Pro Rata Share of the Company’s good faith estimate as of the Closing of the Cash Consideration (the “Estimated Cash Consideration”)Expense Fund; (ej) an itemized list of each Indemnifying Party’s Pro Rata Share for General Claims item of Company Debt, if any, together with a description of the nature of such Company Debt and Fundamental Claims; andthe Person to whom such Company Debt is owed; (fk) a funds flow memorandum setting forth applicable showing: (1) the aggregate amount to be delivered by Acquirer to the Paying Agent at the Closing (including the amounts to be delivered pursuant to Section 1.4(a)(ii) and the amount of any Transaction Expenses that are to be paid following the Closing); (2) the amounts to be distributed by the Paying Agent to the Company’s legal counsel and other service providers in payment of any unpaid Transaction Expenses; and (3) wire transfer instructions and other information reasonably requested by Acquirer. The parties hereto agree that Acquirer and Holdco shall be entitled for each payment referred to rely in clauses “(without investigation1)” through “(3)” above; and (l) on the Spreadsheet and shall not be responsible or liable aggregate cash amounts payable to any Person for the calculations each Company Stockholder pursuant to Section 1.3(a)(i) in the Spreadsheet or for the accuracy lieu of any payments to the extent made in accordance with the Spreadsheetfractional shares of Parent Common Stock.

Spreadsheet. At or prior to the Closing, the (a) The Company shall prepare and deliver to Acquirer Acquirer, in accordance with Section 5.13, a spreadsheet (the “Spreadsheet”) in the form provided by Acquirer prior to the Closing and substance reasonably satisfactory to Acquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (a) with respect to each Shareholder: : (i) the namenames of all the Converting Holders and their respective addresses and, address and email address of record; where available, taxpayer identification numbers, (ii) the number and type of Shares heldshares of Company Capital Stock held by, by class; or subject to the Company Options held by, such Converting Holders and, in the case of outstanding shares, the respective certificate numbers, (iii) the Per Shareholder number of shares of Company Capital Stock Consideration and the Company’s good faith estimate as of the Closing of the Per Shareholder Consideration and 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 the portion of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at the Closing pursuant to Section 1.3(b)(i); (iv) the amount to be contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; and (v) whether such holder, with respect to its Shares, is subject to withholding as wages or compensation, and the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.5(c) from the consideration that such holder is entitled to receive pursuant to Section 1.1(a); (b) with respect to each Promised Company Optionholder: (i) the name, address and email address of record; (ii) the number of Promised Company Options held; (iii) the exercise price per share in effect for each Company Option, (iv) the vesting status and schedule with respect to Company Options and Unvested Company Shares and terms of the Company’s rights to repurchase such Unvested Company Shares (including the per share repurchase price payable with respect thereto), (v) for each Company Option that was early exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (vi) the calculation of Fully-Diluted Company Common Stock, Common Per Share Cash Consideration, Common Per Share Stock Consideration and the Acquirer Stock Price, (vii) the calculation of aggregate cash amounts and shares of Acquirer Common Stock payable and issuable, respectively, to each such Converting Holder pursuant to Section 1.3(a)(i)(A), the calculation of aggregate cash amounts payable to such Converting Holder pursuant to Section 1.3(a)(ii)(A) and the total amount of Taxes proposed to be withheld therefrom (including, if applicable, the number of shares subject of Acquirer Common Stock to such Promised Company Options; be withheld), (ivviii) the amount calculation of aggregate cash amounts and shares of Acquirer Common Stock payable and issuable, respectively, to be economically contributed to the Indemnity Holdback Amount the Purchase Price Adjustment Amount and the Expense Fund; (v) the Company’s good faith estimate of the consideration each such holder is entitled to receive Converting Holder pursuant to Section 1.1(c)(i1.3(a)(i)(B) and 1.3(a)(ii)(B); and (vi) , assuming all applicable conditions to such payments and issuances have been satisfied or waived, and the Company’s good faith estimate of the total amount of any Taxes, as applicable, that are required Taxes proposed to be withheld in accordance therefrom, (ix) the vesting schedule with Section 1.3(d) from respect to the consideration that shares of Acquirer Common Stock issuable to each such holder is entitled to receive Converting Holder pursuant to Section 1.1(c)(i1.3(a); , as set forth in the Vesting Agreement executed by such Converting Holder, (cx) the vesting schedule with respect to each VSOP Holder: (i) the name, address and email address of record; (ii) the number of VSOPs held by each VSOP Holder; (iii) a good faith estimate as of the Closing of the VSOP Payments aggregate cash amounts payable to each VSOP Holder; (iv) the amount to be economically contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, and the Expense Fund; and (v) the Company’s good faith estimate as of the Closing of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the payment that such VSOP Converting Holder is entitled to receive pursuant to Section 1.3(d); 1.3, as set forth in the Vesting Agreement executed by such Converting Holder, (dxi) calculations the calculation of each Converting Holder’s Pro Rata Share, (xii) the Company’s good faith estimate as calculation of the Closing of the Cash Consideration (the “Estimated Cash Consideration”); (e) each Indemnifying PartyConverting Holder’s Pro Rata Share for General Claims of the Escrow Amount (including cash and Fundamental Claims; andstock allocations thereof) and of the Stockholders’ Agent Expense Amount and (xiii) the aggregate amount of cash and the aggregate number of shares of Acquirer Common Stock to be deposited in the Escrow Fund pursuant to Section 8.1. (fb) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer. The parties hereto agree that Following the Closing, Acquirer and Holdco shall be entitled to rely (without investigation) on update the Spreadsheet (i) pursuant to Section 8.7(d) and shall not (ii) for any change to (A) the calculation of each Converting Holder’s cash and/or stock allocation in the Escrow Fund and/or (B) the aggregate amount of cash (including interest thereon) and the aggregate number of shares of Acquirer Common Stock in the Escrow Fund (the Spreadsheet, as it may be responsible or liable so updated from time to any Person for time, the calculations in “Updated Spreadsheet”). Any updates to the Spreadsheet or for the accuracy of any payments Updated Spreadsheet shall be subject to reasonable review and confirmation by the extent made in accordance with the SpreadsheetStockholders’ Agent.

Spreadsheet. At The Company shall prepare and deliver to Purchaser, at or prior to the Closing, the Company shall deliver to Acquirer a spreadsheet (in Microsoft Excel form) (the “Spreadsheet”) in form and substance reasonably satisfactory acceptable to AcquirerPurchaser, which spreadsheet which: (a) shall set forth all of the following information, information (in addition to the other required data and information specified therein) as of the Closing Date and immediately prior to the Closing: (a) with respect to each Shareholder: : (i) the name, address name of the Company Shareholder and email address of record; its addresses and taxpayer identification number; (ii) the number of Company Ordinary Shares held, held by class; such Person and the respective certificate numbers; (iii) the Per Shareholder Stock Consideration calculation of the CBI Cash Closing Amount, CBI Initial Loan Amount, CBI Total Loan Amount, CBI Recent Loan Amount, Closing Cash Consideration, Closing Value, Employee Closing Payment Amount, Employee Contingent Payment Amount, the percentage and maximum dollar amount payable to each employee in connection with each of Milestones 1 through 5 in connection with such employee’s Termination and Release, the percentage and, with respect to Milestone Payments, the maximum dollar amount, payable to MTS Securities LLC (“MTS”) in connection with each Contingent Payment pursuant to that certain Letter Agreement, dated as of October 3, 2013, between MTS and the Company’s good faith estimate , as amended by that certain letter agreement between the Company and MTS, dated as of February 5, 2014 (together, the “MTS Agreement”), the Share Consideration, Teva Cash Closing Amount (including a footnote that all such amounts are subject to withholding of Taxes in accordance with Section 1.9 hereof); and (iv) the CBI Net New Funding Amount, CBI Ratio, Teva Net New Funding Amount and Teva Ratio (in each case calculated as of the Closing of the Per Shareholder Consideration and 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 the portion of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at the Closing pursuant to Section 1.3(b)(i); (iv) the amount to be contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; and (v) whether such holder, with respect to its Shares, is subject to withholding as wages or compensation, and the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.5(c) from the consideration that such holder is entitled to receive pursuant to Section 1.1(a); (b) with respect to each Promised Company Optionholder: (i) the name, address and email address of record; (ii) the number of Promised Company Options held; (iii) the exercise price per share and the number of shares subject to such Promised Company Options; (iv) the amount to be economically contributed to the Indemnity Holdback Amount the Purchase Price Adjustment Amount and the Expense Fund; (v) the Company’s good faith estimate of the consideration such holder is entitled to receive pursuant to Section 1.1(c)(iDate); and (vib) shall include a set of formulas (within the Company’s good faith estimate of the amount of any Taxes, as applicable, spreadsheet cells) which assumes that are required to be withheld all Milestone Payments occur in accordance with Section 1.3(d) from the consideration a consecutive chronological order and that such holder no Set-Off is entitled to receive pursuant to Section 1.1(c)(i); (c) applied with respect to such payments that accurately, and in a manner consistent with the terms and requirements of the Teva Share Purchase Agreement, calculate for each VSOP Holder: Contingent Payment that may be made under this Agreement: (i) the nameCBI Net New Funding Amount, address CBI Ratio, Teva Net New Funding Amount and email address of record; Teva Ratio that apply to such Contingent Payment and (ii) the number amount of VSOPs held by each VSOP Holder; (iii) a good faith estimate as of the Closing of the VSOP Payments to each VSOP Holder; (iv) the amount such Contingent Payment to be economically contributed paid to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, and the Expense Fund; and (v) the Company’s good faith estimate as of the Closing of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the payment that such VSOP Holder is entitled to receive pursuant to Section 1.3(d); (d) calculations of the Company’s good faith estimate as of the Closing of the Cash Consideration (the “Estimated Cash Consideration”); (e) each Indemnifying Party’s Pro Rata Share for General Claims and Fundamental Claims; and (f) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer. The parties hereto agree that Acquirer and Holdco shall be entitled to rely (without investigation) on the Spreadsheet and shall not be responsible or liable to any Person for the calculations in the Spreadsheet or for the accuracy of any payments to the extent made Teva in accordance with the Spreadsheetrequirements of the Teva Share Purchase Agreement.

Spreadsheet. At or prior to the Closing, the The Company shall prepare and deliver to Acquirer Acquirer: (a) a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Acquirer, which spreadsheet shall be dated as of the date hereof and attached hereto as Schedule II of the Merger Agreement and (b) an updated Spreadsheet in form and substance reasonably satisfactory to the Acquirer, which updated Spreadsheet shall be dated as of the Closing Date, and in each instance, shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (a) with respect to each Shareholder: : (i) the namenames of all the Converting Holders and their respective addresses, address and email address of record; e-mail addresses and, where available, taxpayer identification numbers; (ii) the number and type of Shares heldshares of Company Capital Stock held by, by class; or subject to the Company Options or Company Warrants held by, such Converting Holders and, in the case of outstanding shares, the respective certificate numbers; (iii) the Per Shareholder number of shares of Company Capital Stock Consideration and the Company’s good faith estimate as of the Closing of the Per Shareholder Consideration and 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 the portion of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at the Closing pursuant to Section 1.3(b)(i); (iv) the amount to be contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; and (v) whether such holder, with respect to its Shares, is subject to withholding as wages or compensation, and the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.5(c) from the consideration that such holder is entitled to receive pursuant to Section 1.1(a); (b) with respect to each Promised Company Optionholder: (i) the name, address and email address of record; (ii) the number of Promised Company Options held; (iii) the exercise price per share in effect for each Company Option and the number of shares subject to such Promised Company Options; Warrant; (iv) the amount vesting status and schedule with respect to be economically contributed Company Options and Company Warrants and Unvested Company Shares and terms of the Company’s rights to repurchase such Unvested Company Shares (including the Indemnity Holdback Amount the Purchase Price Adjustment Amount and the Expense Fund; per share repurchase price payable with respect thereto); (v) for each Company Option that was early exercised, the Company’s good faith estimate Tax status of each such Company Option under Section 422 of the consideration Code, the date of such holder is entitled to receive pursuant to Section 1.1(c)(i)exercise and the applicable exercise price; and (vi) the Company’s good faith estimate calculation of Fully Diluted Share Number, Common Per Share Amount and Series A Per Share Amount; (vii) 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 any Taxes, as applicable, that are required Taxes to be withheld in accordance with Section 1.3(d) from therefrom and the consideration that such holder is entitled aggregate cash amounts payable to receive each Converting Holder pursuant to Section 1.1(c)(i1.3(a); ; (c) with respect to each VSOP Holder: (iviii) the name, address and email address calculation of record; (ii) the number of VSOPs held by each VSOP Converting Holder; (iii) a good faith estimate as of the Closing of the VSOP Payments to each VSOP Holder; (iv) the amount to be economically contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, and the Expense Fund; and (v) the Company’s good faith estimate as of the Closing of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the payment that such VSOP Holder is entitled to receive pursuant to Section 1.3(d); (d) calculations of the Company’s good faith estimate as of the Closing of the Cash Consideration (the “Estimated Cash Consideration”); (e) each Indemnifying Party’s Pro Rata Share for General Claims of the Indemnification Holdback Amount; (ix) the calculation of each Converting Holder’s TNW Pro Rata Share of the Adjustment Holdback Amount; and Fundamental Claims; and (fx) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer. The parties hereto agree that Acquirer and Holdco shall be entitled to rely (without investigation) on the Spreadsheet and shall not be responsible or liable to any Person for the calculations in the Spreadsheet or for the accuracy of any payments to the extent made in accordance with the Spreadsheet.

Spreadsheet. At or prior The Company has delivered to the Closing, the Company shall deliver to Acquirer Parent a spreadsheet attached hereto as Annex B (the “Spreadsheet”) in form and substance reasonably satisfactory to Acquirer, which spreadsheet shall set setting forth all of the following information, accompanied by documentation reasonably satisfactory to Parent in support of the calculation of the information set forth therein: (a) the calculation of Stock Consideration Value, including a separate line item for each adjustment thereto in accordance with the definition of “Stock Consideration Value” hereunder (including the Closing Net Working Capital, the Net Working Capital Surplus, if any, the Net Working Capital Shortfall, if any, the Closing Cash, the Closing Indebtedness, the Transaction Expenses, each as of immediately prior to the Closing:Effective Time, and the resulting calculation of the Stock Consideration); (ab) the calculation of the Per Share Amount; (c) with respect to each Shareholder: Stockholder: (i) the name, known address and email known e-mail address of record; such holder, (ii) whether such holder is a current or former employee of the number of Shares heldCompany, by class; (iii) the Per Shareholder number, class and series of shares of Company Capital Stock Consideration held by such holder and the Company’s good faith estimate as whether such shares of the Closing of the Per Shareholder Consideration and the Per Shareholder Cash Consideration such Shareholder is entitled to receive pursuant to Company Capital Stock are Section 1.1(a) on an aggregate basis for all Shares and the portion of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at the Closing pursuant to Section 1.3(b)(i); 102 Shares, (iv) the amount to be contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; and (v) whether such holder, with respect to its Shares, is subject to withholding as wages or compensation, and the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.5(c) from the gross consideration that such holder is entitled to receive pursuant to Section 1.1(a1.5(b)(i);, and (v) its Stockholder Pro Rata Portion; and (bd) with respect to each Promised Company Optionholder: : (i) the name, address and email e-mail address of record; such holder, (ii) whether such holder is an Employee the number of Promised Company Options held; Company, (iii) the exercise price per share and the number and class of shares subject to Company Capital Stock issuable upon exercise of any Company Options held by such Promised Optionholder and whether such Company Options; Options are Section 102 Options and the applicable sub-section of Section 102, (iv) the amount to be economically contributed to the Indemnity Holdback Amount the Purchase Price Adjustment Amount and the Expense Fund; (v) the Company’s good faith estimate of the consideration such holder is entitled to receive pursuant to Section 1.1(c)(i); and (vi) the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the gross consideration that such holder is entitled to receive pursuant to Section 1.1(c)(i1.5(b)(ii); (c) with respect to each VSOP Holder: (i) the name, address and email address of record; (ii) the number of VSOPs held by each VSOP Holder; (iii) a good faith estimate as of the Closing of the VSOP Payments to each VSOP Holder; (iv) the amount to be economically contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, and the Expense Fund; and (v) the Company’s good faith estimate as of the Closing of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the payment that such VSOP Holder is entitled to receive pursuant to Section 1.3(d); (d) calculations of the Company’s good faith estimate as of the Closing of the Cash Consideration (the “Estimated Cash Consideration”); (e) each Indemnifying Party’s its Equityholder Pro Rata Share for General Claims and Fundamental Claims; and (f) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer. The parties hereto agree that Acquirer and Holdco shall be entitled to rely (without investigation) on the Spreadsheet and shall not be responsible or liable to any Person for the calculations in the Spreadsheet or for the accuracy of any payments to the extent made in accordance with the SpreadsheetPortion.

Spreadsheet. At or prior to the Closing, the The Company shall prepare and deliver to Acquirer Acquirer, in accordance with Section 6.11, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Acquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein and other data and information reasonably requested by Acquirer), as of immediately prior to the Closing: (a) with respect to each Shareholder: : (i) the namenames of each Seller and his or her address, e-mail address and email address of record; and, where available, taxpayer identification number, (ii) the number of Shares heldInterests held by such Seller, by class; (iii) the Per Shareholder Stock Consideration vesting status and schedule with respect to Unvested Company Interests and terms of the Company’s good faith estimate as rights to repurchase such Unvested Company Interests (including the per interest repurchase price payable with respect thereto) and whether a timely and effective election under Section 83(b) was made in respect of the Closing of the Per Shareholder Consideration and 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 the portion of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at the Closing pursuant to Section 1.3(b)(i); Unvested Company Interests, (iv) the amount to be contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; and (v) whether such holder, with respect to its Shares, is subject to withholding as wages or compensation, and the Company’s good faith estimate calculation of the amount Initial Cash Consideration, each Seller’s Pro Rata Share of any Taxesthe Initial Cash Consideration, as applicableDeferred Cash Consideration, that are required to be withheld in accordance with Section 1.5(c) from each Seller’s Pro Rata Share of 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 nameDeferred Cash Consideration, address and email address of record; (ii) the number of Promised Company Options held; (iii) the exercise price per share and the number of shares subject to such Promised Company Options; (iv) the calculation of aggregate cash amounts payable to the Sellers pursuant to Section 1.3(a)(i) and Section 1.3(a)(ii) and the total amount of Taxes to be economically contributed to the Indemnity Holdback Amount the Purchase Price Adjustment Amount and the Expense Fund; withheld therefrom, (v) the Companycalculation of each Seller’s good faith estimate Pro Rata Share of the consideration such holder is entitled to receive pursuant to Section 1.1(c)(i); and Escrow Amount, (vi) the Company’s good faith estimate calculation of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the consideration that such holder is entitled to receive pursuant to Section 1.1(c)(i); (c) with respect to each VSOP Holder: (i) the name, address and email address of record; (ii) the number of VSOPs held by each VSOP Holder; (iii) a good faith estimate as of the Closing of the VSOP Payments to each VSOP Holder; (iv) the amount to be economically contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, and the Expense Fund; and (v) the Company’s good faith estimate as of the Closing of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the payment that such VSOP Holder is entitled to receive pursuant to Section 1.3(d); (d) calculations of the Company’s good faith estimate as of the Closing of the Cash Consideration (the “Estimated Cash Consideration”); (e) each Indemnifying PartySeller’s Pro Rata Share for General Claims and Fundamental Claims; and of the Special Indemnity, (fvii) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer. The parties hereto agree that Acquirer , and Holdco shall be entitled to rely (without investigationviii) on the Spreadsheet and shall not be responsible or liable to any Person for the calculations in the Spreadsheet or for the accuracy calculation of any payments to Tax withholding due on any of the extent made in accordance with the Spreadsheetforegoing payments.

Spreadsheet. At or prior to the Closing, the The Company shall deliver to Acquirer Parent, not less than two (2) Business Days prior to the Closing Date, a spreadsheet (the “Spreadsheet”) in a form and substance reasonably satisfactory acceptable to AcquirerParent, which spreadsheet shall set forth all be certified as complete and correct by the Chief Executive Officer of the following informationCompany (such certification, the “Spreadsheet Certificate”) as of the Closing and which shall include, among other things, as of immediately prior to the Closing: (a) with respect to each Shareholder: Company Stockholder, (i) such Person’s address and, if available to the nameCompany, email address and email address of record; social security number (or tax identification number, as applicable), (ii) the number of Shares heldshares of Company Capital Stock held by such Person, by class; (iii) the Per Shareholder Stock Consideration and the Company’s good faith estimate as respective certificate number(s) representing such shares (with data for each such certificate on a separate row of the Closing of the Per Shareholder Consideration and 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 the portion of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at the Closing pursuant to Section 1.3(b)(iSpreadsheet); , (iv) the amount to be contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; respective date(s) of acquisition of such shares and (v) whether such holder, with respect to its Sharesshares acquired on or after January 1, is subject 2011, the cost basis of such shares, (v) the Pro Rata Portion applicable to withholding as wages or compensationsuch Person, (vi) the aggregate amount of cash to be paid and shares of Parent Common Stock to be issued to such Person at the Closing in respect of such shares, (vii) the amount of shares of Parent Common Stock deposited with the Escrow Agent in respect of the Escrow Amount with respect to such Person with respect to such Person’s shares of Company Capital Stock, (viii) any amounts required to be withheld, (ix) the identification of any shares that were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Company’s good faith estimate Code was timely made, (x) as applicable, with respect to each holder of shares of Company Capital Stock issued on or after January 1, 2011 or any other security that would be deemed a “covered security” under Treasury Regulation § 1.6045-1(a)(15), the cost basis and date of issuance of such shares or securities, together with any supporting schedules and documentation showing the number and type of securities held immediately prior to the Effective Time by each such holder, together with calculations of the amount of any Taxes, as applicable, that are required then payable 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);and (xi) such other information relevant thereto or that Parent or the Paying Agent may reasonably request; and (b) with respect to each Promised holder of a Company Optionholder: Option, (i) the such Person’s name, address and and, if available to the Company, email address of record; and social security number (or tax identification number, as applicable), (ii) the number of Promised shares of Company Options held; Capital Stock underlying each Company Option held by such Person, (iii) the exercise price per share and the number respective grant date(s) of shares subject to such Promised Company Options; , (iv) the amount to be economically contributed to the Indemnity Holdback Amount the Purchase Price Adjustment Amount and the Expense Fund; respective exercise price(s) per share of such Company Options, (v) the Company’s good faith estimate of the consideration such holder is entitled to receive pursuant to Section 1.1(c)(i); and (vi) the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the consideration that such holder is entitled to receive pursuant to Section 1.1(c)(i); (crespective vesting arrangement(s) with respect to each VSOP Holder: such Company Options, (ivi) the namewhether such Company Options are incentive stock options or non-qualified stock options, address and email address of record; (ii) the number of VSOPs held by each VSOP Holder; (iii) a good faith estimate as of the Closing of the VSOP Payments to each VSOP Holder; (ivvii) the amount of Parent Common Stock deposited with the Escrow Agent in respect of the Escrow Amount with respect to be economically contributed to the Indemnity Holdback Fundsuch Person’s Company Options, the Purchase Price Adjustment Amount, and the Expense Fund; and (vviii) the Company’s good faith estimate as of the Closing of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the payment that such VSOP Holder is entitled to receive pursuant to Section 1.3(d); (d) calculations of the Company’s good faith estimate as of the Closing of the Cash Consideration (the “Estimated Cash Consideration”); (e) each Indemnifying Party’s Pro Rata Share for General Claims Portion applicable to such Person and Fundamental Claims; and (fix) a funds flow memorandum setting forth applicable wire transfer instructions and such other information relevant thereto or that Parent or the Paying Agent may reasonably requested by Acquirer. The parties hereto agree that Acquirer and Holdco shall be entitled to rely (without investigation) on the Spreadsheet and shall not be responsible or liable to any Person for the calculations in the Spreadsheet or for the accuracy of any payments to the extent made in accordance with the Spreadsheetrequest.

Spreadsheet. At or prior to the Closing, the Company Jiff shall prepare and deliver to Acquirer Castlight, in accordance with Section 6.12, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to AcquirerCastlight, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information, as of immediately prior to the Closing: (a) with respect to each Shareholder: : (i) the namenames of all of the Converting Holders and their respective addresses and e-mail addresses, address and email address of record; (ii) the number and type of Shares heldshares of Jiff Capital Stock held by, by class; or subject to Jiff Options held by, such Converting Holders and, in the case of outstanding shares, the respective certificate numbers, (iii) the Per Shareholder number of shares of Jiff Capital Stock Consideration and the Company’s good faith estimate as of the Closing of the Per Shareholder Consideration and 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 the portion of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at the Closing pursuant to Section 1.3(b)(i); (iv) the amount to be contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; and (v) whether such holder, with respect to its Shares, is subject to withholding as wages or compensation, and the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.5(c) from the consideration that such holder is entitled to receive pursuant to Section 1.1(a); (b) with respect to each Promised Company Optionholder: (i) the name, address and email address of record; (ii) the number of Promised Company Options held; (iii) the exercise price per share and the number of shares subject to such Promised Company Options; in effect for each Jiff Option, (iv) the amount vesting status and schedule with respect to be economically contributed Jiff Options and Unvested Jiff Shares and terms of Jiff’s rights to repurchase such Unvested Jiff Shares (including the per share repurchase price payable with respect thereto), (v) for each Jiff Option that was early exercised, the Tax status of each such Jiff Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, and for each share of Jiff Capital Stock whether (A) it was subject to a timely filed Section 83(b) election to the Indemnity Holdback Amount extent it was subject to a substantial risk of forfeiture upon issuance, (B) it was the Purchase Price Adjustment result of an early exercise of an incentive stock option and (C) whether a new Section 83(b) election will be timely and properly made in respect of Castlight Class B Common Stock in respect thereof consistent with Revenue Ruling 2007-49, (vi) the calculation of the Fully-Diluted Jiff Common Stock and Common Per Share Stock Consideration, (vii) the calculation of aggregate shares of Castlight Class B Common Stock issuable to each such Converting Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii) and Section 1.3(a)(iii) and (vii) the calculation of each Converting Holder’s Pro Rata Share of each of the Escrow Amount and the Expense Fund; (v) the Company’s good faith estimate of the consideration such holder is entitled to receive pursuant to Section 1.1(c)(i); and (vi) the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the consideration that such holder is entitled to receive pursuant to Section 1.1(c)(i); (c) with respect to each VSOP Holder: (i) the name, address and email address of record; (ii) the number of VSOPs held by each VSOP Holder; (iii) a good faith estimate as of the Closing of the VSOP Payments to each VSOP Holder; (iv) the amount to be economically contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, and the Expense Fund; and (v) the Company’s good faith estimate as of the Closing of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the payment that such VSOP Holder is entitled to receive pursuant to Section 1.3(d); (d) calculations of the Company’s good faith estimate as of the Closing of the Cash Consideration (the “Estimated Cash Consideration”); (e) each Indemnifying Party’s Pro Rata Share for General Claims and Fundamental Claims; and (f) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer. The parties hereto agree that Acquirer and Holdco shall be entitled to rely (without investigation) on the Spreadsheet and shall not be responsible or liable to any Person for the calculations in the Spreadsheet or for the accuracy of any payments to the extent made in accordance with the Spreadsheet.

Spreadsheet. At or The Company shall have delivered to Parent and the Paying Agent (with a copy to the Stockholders’ Representative) no less than five (5) Business Days prior to the Closing, the Company shall deliver to Acquirer Closing Date 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”) in form and substance reasonably satisfactory to Acquirer, which spreadsheet shall set forth all of the following information, as of immediately prior to the Closing: (a) with respect to each Shareholder: ): (i) the name, address names of all the Equityholders and their respective addresses and email address of record; addresses (ii) to the extent available), the number of Shares held, by class; (iii) the Per Shareholder Stock Consideration and the Company’s good faith estimate as of the Closing of the Per Shareholder Consideration and 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 the portion of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at the Closing pursuant to Section 1.3(b)(i); (iv) the amount to be contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; and (v) whether such holder, with respect to its Company Shares, is subject to withholding as wages or compensation, Participating Options and the Company’s good faith estimate of the amount of any TaxesAssumed Options held by such Persons, as applicable, that are required to be withheld in accordance with Section 1.5(c) from the consideration that such holder is entitled to receive pursuant to Section 1.1(a); (b) with respect to each Promised Company Optionholder: (i) the name, address and email address of record; ; (ii) the number of Promised Company Options held; (iii) the exercise price per share and the number of shares subject to such Promised Company Options; (iv) the amount to be economically contributed to the Indemnity Holdback Amount the Purchase Price Adjustment Amount and the Expense Fund; (v) the Company’s good faith estimate of the consideration 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 Effective Time, which estimate shall include a balance sheet together with each other component of the Cash Merger Consideration and an estimate of the Cash Merger Consideration (such holder estimate, the “Effective Time Cash Merger Consideration”), calculated as of the Effective Time (the “Adjustment Time”), (iii) the total number 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 to receive pursuant to Section 1.1(c)(i)2.07(a) and/or Section 2.08, as applicable; and (viiv) an indication as to whether (A) the CompanyCompany has received from the applicable Equityholder and delivered to Parent an Accredited Investor Certification for such Equityholder, (B) Parent has indicated to the Company that it reasonably believes, in the exercise of its sole discretion based on information available to it, that such Equityholder is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, or (C) that Company has neither indication described in (A) or (B) that the Equityholder is an Accredited Stockholder, (v) such Equityholder’s good faith estimate of the amount of any TaxesPro Rata Share and, as applicable, that are required to be withheld in accordance with Section 1.3(dStockholder Escrow Pro Rata Shares, Stockholder Pro Rata Share, Note Pro Rata Share and Optionholder Pro Rata Share; and (vi) from such other instructions or information as is necessary or reasonably requested by Parent or the consideration that such holder is entitled to receive pursuant to Section 1.1(c)(i); (c) Paying Agent with respect to each VSOP Holder: (i) the name, address and email address of record; (ii) the number of VSOPs held by each VSOP Holder; (iii) a good faith estimate as of the Closing of the VSOP Payments to each VSOP Holder; (iv) the amount payments to be economically contributed made to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, and the Expense Fund; and (v) the Company’s good faith estimate as of the Closing of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the payment that such VSOP Holder is entitled to receive pursuant to Section 1.3(d); (d) calculations of the Company’s good faith estimate as of the Closing of the Cash Consideration (the “Estimated Cash Consideration”); (e) each Indemnifying Party’s Pro Rata Share for General Claims and Fundamental Claims; and (f) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by AcquirerEquityholders. The parties hereto agree that Acquirer and Holdco Such Spreadsheet shall be entitled to rely (without investigation) on accompanied by the Spreadsheet and shall not be responsible or liable to any Person for the calculations in the Spreadsheet or for the accuracy of any payments to the extent made in accordance with the SpreadsheetCapitalization Update.

Spreadsheet. At or prior to the Closing, the The Company shall prepare and deliver to Acquirer Acquiror, in accordance with Section 5.13, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to AcquirerAcquiror, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information, as of immediately prior to the Closing: : (a) with respect to each Shareholder: the names of all Company Stockholders and the Company Optionholders, and their respective addresses and, if available, tax identification numbers; (ib) the namenumber and kind of shares of Company Capital Stock held by, address or subject to Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers and email address vesting status; (c) the calculation of record; the Cash Per Share Liquidation Preference Amount, the Stock Per Share Liquidation Preference Amount, the Cash Per Share Amount, and the Stock Per Share Amount; (iid) the number of Shares held, by class; (iii) the Per Shareholder shares of Acquiror Common Stock Consideration and the Company’s good faith estimate as of the Closing of the Per Shareholder Consideration and the Per Shareholder Cash Consideration such Shareholder is entitled cash to receive be allocated to each Company Stockholder pursuant to Section 1.1(a1.9(a)-(b) on an aggregate basis for all Shares and hereof; (e) the portion cash to be allocated to each holder of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at the Closing Vested Company Options pursuant to Section 1.3(b)(i); 1.9(c) (ivf) the amount to be contributed for each share of Company Capital Stock whether (A) to the Indemnity Holdback Fundknowledge of the Company, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; and (v) whether such holder, with respect to its Shares, is it was subject to withholding as wages or compensation, a valid and timely Section 83(b) election to the Company’s good faith estimate extent it was subject to a substantial risk of forfeiture upon issuance and (B) it was the amount result 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); an early exercise of an incentive stock option; (b) with respect to each Promised Company Optionholder: (i) the name, address and email address of record; (iig) the number of Promised Company Options held; (iii) the exercise price per share shares of Acquiror Common Stock and the number of shares subject to such Promised Company Options; (iv) the amount cash to be economically contributed to placed into the Indemnity Holdback Amount Escrow Fund, in the Purchase Price Adjustment Amount aggregate and the Expense Fund; on behalf of each Company Indemnifying Party; (vh) the Companyeach Company Indemnifying Party’s good faith estimate Cash Pro Rata Share and Stock Pro Rata Share of the consideration Escrow Fund (expressed as a percentage and based on the interest in the Escrow Fund for each such holder is entitled Company Indemnifying Party compared to receive pursuant to Section 1.1(c)(iall Company Indemnifying Parties); and (vi) the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the consideration that such holder is entitled to receive pursuant to Section 1.1(c)(i); (c) with respect to each VSOP Holder: and (i) the name, address for each holder of Company Capital Stock and email address of record; (ii) the number of VSOPs held by each VSOP Holder; (iii) a good faith estimate as of the Closing of the VSOP Payments to each VSOP Holder; (iv) the amount to be economically contributed to the Indemnity Holdback FundVested Company Options, the Purchase Price Adjustment Amount, and the Expense Fund; and (v) the Company’s good faith estimate as of the Closing of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the payment that such VSOP Holder is entitled to receive pursuant to Section 1.3(d); (d) calculations of the Company’s good faith estimate as of the Closing of the Cash Consideration (the “Estimated Cash Consideration”); (e) each Indemnifying Party’s Holdback Pro Rata Share for General Claims of the Holdback Amount (expressed as a percentage and Fundamental Claims; and (f) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer. The parties hereto agree that Acquirer and Holdco shall be entitled to rely (without investigation) based on the Spreadsheet and shall not be responsible or liable to any Person for the calculations each such holder’s interest in the Spreadsheet or for the accuracy of any payments to the extent made in accordance with the SpreadsheetHoldback Amount).