Common use of Spreadsheet Clause in Contracts

Spreadsheet. No less than three Business Days prior to Closing, the Company shall prepare and deliver to Acquirer a spreadsheet (the “Spreadsheet”) in the 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 (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (a) the names of all Company Shareholders, Company Optionholders and Company Warrantholders, and their respective street and e-mail addresses (if available), telephone number (if available), Israeli identification number (if available), taxpayer identification numbers (if any) and (other than in respect of Company Securityholders whose Company Options or Company Shares are held by the 102 Trustee in respect of which the bank information shall be that of the 102 Trustee) bank information (if available) (including the respective bank name and number, branch name and address, swift number, account number and other wire transfer information); (b) the number, class and series of Company Shares held by such Persons and the respective certificate numbers; (c) the number, class and series of Company Shares subject to, and if applicable, the exercise price per share in effect for, each Company Option and Company Warrant; (d) the number of shares of Parent Common Stock subject to the Assumed Options; (e) the vesting status, schedule and whether such Company Optionholder has delivered a duly executed Option Cancellation and Conversion Agreement to Acquirer with respect to Company Options and Unvested Company Shares; (f) for each Company Option that was exercised prior to the date of delivery of the Spreadsheet, (i) the Tax status of such Company Option and the shares acquired thereby under Section 422 of the Code, if applicable, or any applicable foreign Tax law, (ii) the date of such exercise and whether such Company Option was granted and is subject to Tax pursuant to Section 3(i) of the Ordinance or Section 102 of the Ordinance and the applicable subsection of Section 102 of the Ordinance; (g) the calculation of the (i) Aggregate Consideration, (ii) the Company Series A Preferred Shares Aggregate Liquidation Preference, (iii) the Company Series A-1 Preferred Shares Aggregate Liquidation Preference, (iv) Company Series A and Company Series A-1 Aggregate Preferred Shares Liquidation Preference, (v) the Fully-Diluted Company Series A Shares, (vi) the Fully-Diluted Company Series A-1 Shares, (vii) the Participating Consideration, (viii) the Fully-Diluted Company Shares, (ix) the Participating Per Share Payment Amount (including, in respect of the holders of Unvested Company Shares, the number of Unvested Company Shares and the Unvested Cash), (x) Company Series A Preferred Per Share Payment Amount, (xi) Company Series A-1 Preferred Per Share Payment Amount, (xii) in respect of Company Employees who hold Unvested Company Options, the number of Assumed Options, and (xiii) each Indemnifying Party’s Pro Rata Share of the Adjustment Escrow Amount, the Indemnity Escrow Fund and the Shareholders’ Agent Expense Amount (expressed in both in dollars and as a percentage); and (h) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer.

Spreadsheet. No less than three Business Days prior to Closing, the The Company shall prepare and deliver to Acquirer Acquirer, in accordance with Section 5.12, a spreadsheet (the “Spreadsheet”) in the 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 (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (a) the names of all of Company ShareholdersSecurityholders and, Company Optionholders and Company Warrantholderswhere available, and their respective street and addresses, e-mail addresses (if available), telephone number (if available), Israeli identification number (if available)addresses, taxpayer identification numbers (if any) numbers, and (other than in respect of Company Securityholders whose Company Options whether, to the Company’s knowledge, such Person is an Accredited Securityholder or Company Shares are held by the 102 Trustee in respect of which the bank information shall be that of the 102 Trustee) bank information (if available) (including the respective bank name and number, branch name and address, swift number, account number and other wire transfer information)Unaccredited Securityholder; (b) the number, class number and series type of shares of Company Shares Capital Stock held by by, or subject to the Company Options held by, such Persons and Company Securityholders and, in the case of outstanding shares, the respective certificate or book-entry numbers; (c) the number, class and series an indication of whether any shares of Company Shares Capital Stock were acquired upon exercise of a Company Option (and, if so, whether such Company Option was an “incentive stock option” within the meaning of Section 422 of the Code and the purchase and sale of Company Capital Stock pursuant to this Agreement results in a “disqualifying disposition” of such shares described in Section 421(b) of the Code); (d) an indication of whether any share of Company Capital Stock is or has been subject toto vesting provisions and, if so, whether a valid election was made under Section 83(b) of the Code with respect to any such Company Capital Stock; (e) the number of shares of Company Capital Stock subject to and if applicable, the exercise price per share in effect for, for each Company Option and Company WarrantOption; (df) the number of shares of Parent Common Company Capital Stock subject to the Assumed In-the-Money Company Options; (e) the vesting status, schedule and whether any such Company Optionholder has delivered a duly executed Option Cancellation and Conversion Agreement to Acquirer with respect to In-the-Money Company Options and Unvested Company Shares; (f) for each Company Option that was exercised prior to the date of delivery of the Spreadsheet, (i) the Tax status of such Company Option and the shares acquired thereby under Section 422 of the Code, if applicable, are Employee Options or any applicable foreign Tax law, (ii) the date of such exercise and whether such Company Option was granted and is subject to Tax pursuant to Section 3(i) of the Ordinance or Section 102 of the Ordinance and the applicable subsection of Section 102 of the OrdinanceNon-Employee Options; (g) the calculation of Fully Diluted Company Capital Stock, the Per Share Closing Consideration, the Per Share Closing Total Value, the Per Share Cash Percentage, the Per Share Stock Percentage, for each Company Option, the Option Consideration for such Company Option, the Total Liquidation Preference, the Aggregate Exercise Amount; (h) the calculation of the aggregate amount of cash and Acquirer Common Stock payable or issuable to each such Company Securityholder pursuant to Section 1.3(a), and the total amount of Taxes to be withheld from such payment; (i) Aggregate Considerationeach Company Stockholder’s Pro Rata Share (expressed as a percentage); (j) the following information with respect to each of the shares of Company Capital Stock set forth in clause (b) of this Section 5.8 above that would be deemed a “covered security” under Treasury Regulation Section 1.6045-1(a)(15), for federal tax purposes and to the knowledge of the Company, (i) the date such shares of Company Capital Stock were originally purchased (or the holding period otherwise started) and (ii) the Company Series A Preferred Shares Aggregate Liquidation Preference, Stockholder’s adjusted tax basis in such shares of Company Capital Stock; (iiik) if a Company Securityholder is a borrower under a promissory note with the Company Series A-1 Preferred Shares Aggregate Liquidation Preferenceor is otherwise indebted to the Company for any monetary amount, the amount owed by such Company Securityholder (ivincluding all accrued interest thereon) Company Series A and Company Series A-1 Aggregate Preferred Shares Liquidation Preference, (v) the Fully-Diluted Company Series A Shares, (vi) the Fully-Diluted Company Series A-1 Shares, (vii) the Participating Consideration, (viii) the Fully-Diluted Company Shares, (ix) the Participating Per Share Payment Amount (including, in respect as of the holders Effective Time which shall be deducted from the amount of Unvested cash payable in connection with the Closing to such Company Shares, the number of Unvested Company Shares and the Unvested Cash), (x) Company Series A Preferred Per Share Payment Amount, (xi) Company Series A-1 Preferred Per Share Payment Amount, (xii) in respect of Company Employees who hold Unvested Company Options, the number of Assumed Options, and (xiii) each Indemnifying Party’s Pro Rata Share of the Adjustment Escrow Amount, the Indemnity Escrow Fund and the Shareholders’ Agent Expense Amount (expressed in both in dollars and as a percentage)Securityholder; and (hl) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer.

Spreadsheet. No less than three (a) At least two (2) Business Days prior to Closingthe Closing Date, the Company Sellers shall prepare and deliver to Acquirer Buyer a spreadsheet (the “Spreadsheet”) setting forth the following information, in the a form reasonably acceptable to Buyer and substance reasonably satisfactory to Acquireraccompanied by reasonable documentation in support of all calculations and information set forth therein, which spreadsheet shall be dated as including: (i) The calculation of the Closing Date and shall set forth Consideration in accordance with Section 2.1, including all Leakage; (ii) with respect to each Seller that receives any portion of the following information (in addition Closing Consideration pursuant to the other required data and information specified therein)Section 2.1, as of immediately prior to the Closing: : (aA) the names name, address and email address of all Company Shareholders, Company Optionholders and Company Warrantholders, and their respective street and e-mail addresses such Seller; (if available), telephone number (if available), Israeli identification number (if available), taxpayer identification numbers (if anyB) and (other than in respect of Company Securityholders whose Company Options whether such Seller is a current or Company Shares are held by the 102 Trustee in respect of which the bank information shall be that former employee of the 102 Trustee) bank information Company or any Company Subsidiary; (if available) (including the respective bank name and number, branch name and address, swift number, account number and other wire transfer information); (bC) the number, class and series of Company Shares held by such Persons Seller and the respective certificate numbers; ; (cD) the number, class date of acquisition of such shares; (E) amount of any Taxes to be withheld in accordance with Section 2.4 from the consideration that such holder is entitled to receive; (F) whether the Seller has exercised Company Options in accordance with the Option Notice; and series (G) the final Pro Rata Portion of Company Shares subject to, such Seller and if applicable, the exercise price per share in effect for, each Company Option and Company Warrant; (d) the number of shares of Parent Buyer Common Stock subject to be delivered to such Seller at Closing pursuant to the Assumed Optionsterms of this Agreement; (eiii) the vesting statuswire or other payment instructions for all other cash amounts to be paid by Buyer in accordance with this Agreement, schedule and whether such Company Optionholder has delivered a duly executed Option Cancellation and Conversion Agreement including any Third Party Expenses that Buyer is to Acquirer with respect to Company Options and Unvested Company Shares; (f) for each Company Option that was exercised prior to the date of delivery of the Spreadsheet, (i) the Tax status of such Company Option and the shares acquired thereby under Section 422 of the Code, if applicablepay, or any applicable foreign Tax lawcause to be paid, (ii) following the date of such exercise and whether such Company Option was granted and is subject to Tax pursuant to Section 3(i) of Closing on the Ordinance or Section 102 of the Ordinance and the applicable subsection of Section 102 of the Ordinance; (g) the calculation of the (i) Aggregate Consideration, (ii) the Company Series A Preferred Shares Aggregate Liquidation Preference, (iii) the Company Series A-1 Preferred Shares Aggregate Liquidation Preference, (iv) Company Series A and Company Series A-1 Aggregate Preferred Shares Liquidation Preference, (v) the Fully-Diluted Company Series A Shares, (vi) the Fully-Diluted Company Series A-1 Shares, (vii) the Participating Consideration, (viii) the Fully-Diluted Company Shares, (ix) the Participating Per Share Payment Amount (including, in respect of the holders of Unvested Company Shares, the number of Unvested Company Shares and the Unvested Cash), (x) Company Series A Preferred Per Share Payment Amount, (xi) Company Series A-1 Preferred Per Share Payment Amount, (xii) in respect of Company Employees who hold Unvested Company Options, the number of Assumed Options, and (xiii) each Indemnifying PartyCompany’s Pro Rata Share of the Adjustment Escrow Amount, the Indemnity Escrow Fund and the Shareholders’ Agent Expense Amount (expressed in both in dollars and as a percentage)behalf; and (hiv) a funds flow memorandum setting forth applicable wire transfer instructions and any other information reasonably requested by AcquirerBuyer prior to delivery of the Spreadsheet for the purposes of making the payments, or issuing the shares of Buyer Common Stock, contemplated by this Agreement. (b) Notwithstanding anything to the contrary in this Agreement or any investigation or examination conducted, or any knowledge possessed or acquired, by or on behalf of Buyer or any of its Affiliates or its or their Representatives, or any disclosure made by or on behalf of the Company, (i) it is expressly acknowledged and agreed by the Sellers that Buyer and its Affiliates and its and their Representatives shall be entitled to rely on the Spreadsheet without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance therewith, and (ii) in no event shall Buyer or any of its Affiliates or Representative have any liability to any Person for any alleged inaccuracy or miscalculations in, or otherwise relating to, the preparation of the Spreadsheet and the allocation set forth therein, or payments made by any Person (including Buyer, the Company, and their respective Affiliates or Representatives, including any other applicable exchange agent or paying agent) in accordance with the Spreadsheet.

Spreadsheet. No less than The Company shall deliver to Acquirer three (3) Business Days prior to Closing, the Company shall prepare and deliver to Acquirer Closing Date a spreadsheet (the “Spreadsheet”) in the a form and substance reasonably satisfactory acceptable to Acquirer, which spreadsheet shall be dated certified as complete and correct by the Chief Executive 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: (a) With respect to each holder of Company Capital Stock, (i) such Person’s address, (ii) the names number and type of all shares of Company ShareholdersCapital Stock held by such Person, Company Optionholders and Company Warrantholders, and their (iii) the respective street and e-mail addresses (if availablecertificate number(s), telephone number if issued, representing such shares, (if available)iv) the respective date(s) of acquisition of such shares, Israeli identification number (if available)v) the Pro Rata Portion applicable to such Person, taxpayer identification numbers (if anyvi) and the aggregate amount of cash (other than or percentage of the Closing Consideration) to be paid to such Person at the Closing in respect of Company Securityholders whose Company Options such shares, (vii) the amount of cash to be deposited into the Escrow Fund on behalf of such Person, (viii) the percentage of any Earnout Payments such Person would be entitled to receive if the earnout is met, (ix) any amounts required to be withheld, and (x) such other information relevant thereto or Company Shares are held by that Acquirer or the 102 Trustee in respect of which the bank information shall be that of the 102 Trustee) bank information (if available) (including the respective bank name and number, branch name and address, swift number, account number and other wire transfer information)Paying Agent may reasonably request; (b) the numberWith respect to each holder of a Company Option, class and series of Company Shares held by (i) such Persons and the respective certificate numbers; Person’s address, (c) the number, class and series of Company Shares subject to, and if applicable, the exercise price per share in effect for, each Company Option and Company Warrant; (dii) the number of shares of Parent Common Company Capital Stock subject to the Assumed Options; (e) the vesting status, schedule and whether such Company Optionholder has delivered a duly executed Option Cancellation and Conversion Agreement to Acquirer with respect to Company Options and Unvested Company Shares; (f) for underlying each Company Option that was exercised prior to the date of delivery of the Spreadsheet, (i) the Tax status of held by such Company Option and the shares acquired thereby under Section 422 of the Code, if applicable, or any applicable foreign Tax law, (ii) the date of such exercise and whether such Company Option was granted and is subject to Tax pursuant to Section 3(i) of the Ordinance or Section 102 of the Ordinance and the applicable subsection of Section 102 of the Ordinance; (g) the calculation of the (i) Aggregate Consideration, (ii) the Company Series A Preferred Shares Aggregate Liquidation PreferencePerson, (iii) the respective grant date(s) of such Company Series A-1 Preferred Shares Aggregate Liquidation PreferenceOptions, (iv) the respective exercise price(s) per shares of such Company Series A and Company Series A-1 Aggregate Preferred Shares Liquidation PreferenceOptions, (v) the Fully-Diluted respective vesting arrangement(s) with respect to such Company Series A SharesOptions, (vi) the Fullywhether such Company Options are incentive stock options or non-Diluted Company Series A-1 Sharesqualified stock options, and (vii) the Participating Consideration, (viii) the Fully-Diluted Company Shares, (ix) the Participating Per Share Payment Amount (including, in respect of the holders of Unvested Company Shares, the number of Unvested Company Shares and the Unvested Cash), (x) Company Series A Preferred Per Share Payment Amount, (xi) Company Series A-1 Preferred Per Share Payment Amount, (xii) in respect of Company Employees who hold Unvested Company Options, the number of Assumed Options, and (xiii) each Indemnifying Party’s Pro Rata Share of the Adjustment Escrow Amount, the Indemnity Escrow Fund and the Shareholders’ Agent Expense Amount (expressed in both in dollars and as a percentage); and (h) a funds flow memorandum setting forth applicable wire transfer instructions and such other information relevant thereto that Acquirer may reasonably requested by Acquirerrequest.

Spreadsheet. No less Not later than three five (5) Business Days prior to Closingthe Closing Date, the Company shall prepare and deliver to Acquirer Acquirer, in accordance with this Section ‎6.5, a spreadsheet (certified by the Company’s Chief Executive Officer) (the “Spreadsheet”) in the form and substance similar to Schedule ‎6.5 and reasonably satisfactory to Acquirer, 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 thereintherein and in this Agreement), as of immediately prior to the Closing: (a) the names of all Company Shareholders, Company Optionholders and Company Warrantholders, Securityholders and their respective street and e-mail addresses (if available), telephone number (if available), Israeli identification number (if available), taxpayer identification numbers (if any) and (other than in respect country and state of Company Securityholders whose Company Options or Company Shares are held by the 102 Trustee in respect of which the bank information shall be that of the 102 Trustee) bank information (if available) (including the respective bank name and number, branch name and address, swift number, account number and other wire transfer information)residence; (b) the number, class and series of Company Shares held by by, or subject to the Company Options held by, such Persons and and, in the case of outstanding shares, the respective certificate numbers; (c) the number, class and series number of Company Shares subject to, to and if applicable, the exercise price per share in effect for, for each Company Option and Company WarrantOption; (d) the number of shares of Parent Common Stock subject to the Assumed Options; (e) the vesting status, status and schedule and whether such Company Optionholder has delivered a duly executed Option Cancellation and Conversion Agreement to Acquirer with respect to Company Options and Unvested Company Shares; (fe) for each Company Option that was exercised prior to exercised, the date of delivery of the Spreadsheet, (i) the Tax status of such Company Option and the shares acquired thereby under Section 422 of the Code, if applicable, or any applicable foreign Tax law, (ii) the date of such exercise price and whether each such Company Option was granted and is subject to Tax pursuant to Section 3(i) of the Israeli Income Tax Ordinance or Section 102 of the Israeli Income Tax Ordinance and the applicable subsection sub-section of Section 102 of the Israeli Income Tax Ordinance; (f) the calculation of each portion of the Closing Cash Consideration and the allocation thereof between all Company Securityholders, and the Pro Rata Share of each Company Securityholder; (g) the calculation of the (i) Aggregate Considerationthe Company Net Working Capital (including: (A) the Company’s balance sheet as of the Closing prepared on a consistent basis with the Company Balance Sheet, (B) an itemized list of each element of the Company’s consolidated current assets and (C) an itemized list of each element of the Company’s consolidated total current liabilities), (ii) the Company Series A Preferred Shares Aggregate Liquidation PreferenceCash, (iii) any Transaction Expenses and the Company Series A-1 Preferred Shares Aggregate Liquidation PreferencePerson to whom such Transaction Expense is owed, (iv) an itemized list of each item of Company Series A Debt and the Person to whom such Company Series A-1 Aggregate Preferred Shares Liquidation PreferenceDebt is owed, and (v) the Fully-Diluted Company Series A Shares, (vi) the Fully-Diluted Company Series A-1 Shares, (vii) the Participating Consideration, (viii) the Fully-Diluted Company Shares, (ix) the Participating Per Share Payment Amount (including, in respect of the holders of Unvested Company Shares, the number of Unvested Company Shares and the Unvested Cash), (x) Company Series A Preferred Per Share Payment Amount, (xi) Company Series A-1 Preferred Per Share Payment Amount, (xii) in respect of Company Employees who hold Unvested Company Options, the number of Assumed Options, and (xiii) each Indemnifying Party’s Pro Rata Share of the Adjustment Escrow Amount, the Indemnity Escrow Fund and the Shareholders’ Agent Expense Amount (expressed in both in dollars and as a percentage); andClosing Net Working Capital Adjustment; (h) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer.

Spreadsheet. No less than The Company shall deliver to Parent and the Exchange Agent three (3) Business Days prior to Closing, the Company shall prepare and deliver to Acquirer Closing Date a spreadsheet (the “Spreadsheet”) substantially in the form and substance reasonably satisfactory to Acquirerattached hereto as Schedule 5.20, which spreadsheet shall be dated certified as complete and correct by the Chief Executive Officer and Treasurer of the Company 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 Company Shareholderswith respect to each Shareholder, Company Optionholders (i) such Person’s address and Company Warrantholderssocial security number (or tax identification number, and their respective street and e-mail addresses (if availableas applicable), telephone (ii) the number (if available), Israeli identification number (if available), taxpayer identification numbers (if any) and (other than in respect of shares of Company Securityholders whose Company Options or Company Shares are held by the 102 Trustee in respect of which the bank information shall be that of the 102 Trustee) bank information (if available) (including the respective bank name and number, branch name and address, swift number, account number and other wire transfer information); (b) the number, class and series of Company Shares Capital Stock held by such Persons and Person (including whether such shares are Company Common Stock, Company Series A Preferred Stock, the Company Series B Preferred Stock, the Company C Preferred Stock or the Company Series D Preferred Stock or Company Special Stock), (iii) the respective certificate numbers; number(s) representing such shares, (civ) whether such shares constitute Company Unvested Common Stock (including, for each certificate, the number of shares that are vested as of the Closing), (v) the number, class and series liquidation preference applicable to each share of Company Shares subject toPreferred Stock (pursuant to Section 1.6), and if applicable(vi) the date of acquisition of such shares, (vii) the exercise price per share in effect forPro Rata Portion applicable to such Person, each Company Option and Company Warrant; (dviii) the number of shares of Parent Common Stock subject to be issued and amount of cash to be paid to each holder, (ix) the Assumed Options;number shares of Parent Common Stock and amount of cash, if any, to be paid by the Shareholder in settlement of tax withholding obligations pursuant to Section 1.6(h), and (x) such other information relevant thereto or which the Exchange Agent may reasonably request, and (eb) the vesting status, schedule and whether such Company Optionholder has delivered a duly executed Option Cancellation and Conversion Agreement to Acquirer with respect to each Vested Company Options and Unvested Optionholder and/or holder of Common Bonus Units and/or holder of a Company Shares; (f) for each Company Option that was exercised prior to the date of delivery of the SpreadsheetWarrant, (i) the Tax status of such Company Option Person’s address and the shares acquired thereby under Section 422 of the Codesocial security number (or tax identification number, if as applicable, or any applicable foreign Tax law), (ii) the date number of such exercise and whether such shares of Company Capital Stock underlying each Company Option was granted and is subject to Tax pursuant to Section 3(i) of the Ordinance or Section 102 of the Ordinance Company Warrant held by such Person and the applicable subsection number of Section 102 of the Ordinance; Common Bonus Units (gif any) the calculation of the (i) Aggregate Considerationheld by such Person, (ii) the respective grant date(s) of such Company Series A Preferred Shares Aggregate Liquidation PreferenceOptions, (iii) the respective exercise price(s) of such Company Series A-1 Preferred Shares Aggregate Liquidation PreferenceOptions and Company Warrants, (iv) whether such Company Series A and Company Series A-1 Aggregate Preferred Shares Liquidation PreferenceOptions are incentive stock options or non-qualified stock options, (v) the Fully-Diluted aggregate amount of cash to be paid to such person at the Closing in respect of any Vested Company Series A SharesOptions and Company Warrants held by such Person, (vi) the Fully-Diluted Company Series A-1 SharesPro Rata Portion applicable to such Person, (vii) the Participating Considerationany tax withholding amounts, if applicable, and (viii) the Fully-Diluted Company Shares, (ix) the Participating Per Share Payment Amount (including, in respect of the holders of Unvested Company Shares, the number of Unvested Company Shares and the Unvested Cash), (x) Company Series A Preferred Per Share Payment Amount, (xi) Company Series A-1 Preferred Per Share Payment Amount, (xii) in respect of Company Employees who hold Unvested Company Options, the number of Assumed Options, and (xiii) each Indemnifying Party’s Pro Rata Share of the Adjustment Escrow Amount, the Indemnity Escrow Fund and the Shareholders’ Agent Expense Amount (expressed in both in dollars and as a percentage); and (h) a funds flow memorandum setting forth applicable wire transfer instructions and such other information relevant thereto or that Parent or the Exchange Agent may reasonably requested by Acquirerrequest.

Spreadsheet. No Not less than three Business Days two days prior to the Closing, the Company shall prepare and deliver to Acquirer a spreadsheet (the “Spreadsheet”) in the form and substance reasonably satisfactory to Acquirer, which spreadsheet Spreadsheet shall be dated certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing Date and which shall set forth all of the following information (in addition to the other required data and information specified therein)separately list, as of immediately prior to the Closing: , (a) the names all holders of all Company Shareholders, Company Optionholders and Company Warrantholders, Shares and their respective street and e-mail addresses (if available), telephone number (if available), Israeli identification number (if available), taxpayer identification numbers (if any) and (other than in respect of Company Securityholders whose Company Options or Company Shares are held by on the 102 Trustee in respect of which the bank information shall be that stock transfer records of the 102 Trustee) bank information (if available) (including the respective bank name and numberCompany, branch name and address, swift number, account number and other wire transfer information); (b) the number, class and series number of shares of Company Shares held by such Persons persons (including whether such shares are Company Common Shares or Company Preferred Shares), and the respective certificate numbers; , if applicable, (c) the numberdate of acquisition of such shares, class and series of Company Shares subject to, and if applicable, the exercise price per share in effect for, each Company Option and Company Warrant; (d) the number of shares of Parent Common Stock subject Shares to which each holder of Series A-1 Preferred is entitled at the Effective Time and the number which shall be held in escrow pursuant to the Assumed Options; Escrow Agreement, (e) the vesting status, schedule and whether such amount of Cash Consideration to which each holder of Company Optionholder has delivered a duly executed Option Cancellation and Conversion Agreement to Acquirer with respect to Company Options and Unvested Company Shares; Common Shares is entitled; (f) for each Company Option that was exercised prior to the date of delivery of the Spreadsheet, (i) the Tax status of such Company Option and the shares acquired thereby under Section 422 of the Code, if applicable, or any applicable foreign Tax law, (ii) the date of such exercise and whether such Company Option was granted and is subject to Tax pursuant to Section 3(i) of the Ordinance or Section 102 of the Ordinance and the applicable subsection of Section 102 of the Ordinance; (g) the calculation of the (i) Aggregate Consideration, (ii) the Company Series A Preferred Shares Aggregate Liquidation Preference, (iii) the Company Series A-1 Preferred Shares Aggregate Liquidation Preference, (iv) Company Series A and Company Series A-1 Aggregate Preferred Shares Liquidation Preference, (v) the Fully-Diluted Company Series A Shares, (vi) the Fully-Diluted Company Series A-1 Shares, (vii) the Participating Consideration, (viii) the Fully-Diluted Company Shares, (ix) the Participating Per Share Payment Amount (including, in respect of the all holders of Unvested Company SharesIn-the-Money Options and their respective addresses, the number of Unvested shares of Company Common Shares underlying each such In-the-Money Option, the grant date of each such In-the-Money Option, an indication, with respect to each such In-the-Money Option, of whether such In-the-Money Option is an incentive stock option or a non-qualified stock option, the per share exercise price for such In-the-Money Option, whether such holder has delivered an In-the-Money Option Acknowledgment, and the Unvested Cash), amount of Cash Consideration payable to such In-the-Money Option holders under Section 1.4.5; (xg) Company Series A Preferred Per Share Payment Amount, (xi) Company Series A-1 Preferred Per Share Payment Amount, (xii) in respect all holders of Company Employees who hold Unvested Company Options, other than In-the-Money Options, and their respective addresses, the number of Assumed OptionsCompany Common Shares underlying each such Company Option, the grant date of each such Company Option, and (xiii) each Indemnifying Party’s Pro Rata Share of the Adjustment Escrow Amount, the Indemnity Escrow Fund per share exercise price for such Company Option; and the Shareholders’ Agent Expense Amount (expressed in both in dollars and as a percentage); and (h) a funds flow memorandum setting forth applicable wire transfer instructions and such other information relevant thereto or which Parent or its transfer or exchange agent may reasonably requested by Acquirerrequest.

Spreadsheet. No less than three Business Days prior (a) Attached hereto as Exhibit F is a spreadsheet (the “Trial Run Spreadsheet”) setting forth good faith estimates of the following, in each case determined on a pro forma basis as if the Closing occurred on the date of this Agreement: (i) the calculation of Initial Merger Consideration (including calculations of the individual components thereof), (ii) the Additional Consideration, (iii) the calculation of Company Fully Diluted Common Stock, (iv) the methodology for the calculation of the Requisite Securityholders, (v) for each Company Securityholder, such Company Securityholder’s (A) applicable portion of the Initial Merger Consideration (including the allocation of the form of consideration payable), (B) Expense Pro Rata Share, (C) Escrow Pro Rata Share, (D) Excess Indemnity Pro Rata Share, (E) name and address, (F) Company Capital Stock held by, or subject to Closingthe Company Options or the Company Warrant held by, such Persons and, in the case of outstanding shares, the respective certificate numbers, and (G) the vesting status and schedule with respect to Company Options and Company Capital Stock and the Tax status of each such Company Option under Section 422 of the Code, (vi) whether any payroll Tax withholding applies to the Aggregate Merger Consideration payable to such Company Securityholder, (vii) with respect to each Company Lender, the amount of Company Debt held by such Company Lender, and (viii) such other calculations and information as specifically contemplated elsewhere in this Agreement to be set forth in the Trial Run Spreadsheet. (b) Company shall prepare and deliver to Acquirer Acquiror, not less than one (1) calendar day prior to Closing, a spreadsheet Spreadsheet in form reasonably acceptable to Acquiror and in the form of the Trial Run Spreadsheet (the “Spreadsheet”) in the form and substance reasonably satisfactory to Acquirer), which spreadsheet Spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information required to be included in the Trial Run Spreadsheet (in addition to the other required data and information specified therein), as of immediately prior to the Closing: Effective Time. For the avoidance of doubt, the Spreadsheet will include, in addition to the other details and calculations set forth above, (a) the names a complete and correct list of all each Company ShareholdersLender, Company Optionholders and Company Warrantholders, and their respective street and e-mail addresses (if available), telephone number (if available), Israeli identification number (if available), taxpayer identification numbers (if any) and (other than in respect of Company Securityholders whose Company Options or Company Shares are held by the 102 Trustee in respect of which the bank information shall be that of the 102 Trustee) bank information (if available) (including the respective bank name and number, branch name and address, swift number, account number and other wire transfer information); (b) the numberestimated amount of all Company Debt owed to each Company Lender as of immediately prior to the Effective Time, class specifying the principal, penalties, interest and series of Company Shares held by such Persons premiums necessary to satisfy and discharge all obligations in respect thereof on the respective certificate numbers; Closing Date, (c) the numberestimated aggregate Company Debt as of immediately prior to the Effective Time (the “Estimated Company Debt”), class and series of Company Shares subject to, and if applicable, the exercise price per share in effect for, each Company Option and Company Warrant; (d) an itemized list of each Transaction Expense, including the number names and addresses of shares of Parent Common Stock subject each Person to the Assumed Options; whom such expense was or is owed, (e) the vesting statusestimated aggregate Transaction Expenses as of immediately prior to the Effective Time (the “Estimated Transaction Expenses”), schedule and whether such Company Optionholder has delivered a duly executed Option Cancellation and Conversion Agreement to Acquirer with respect to Company Options and Unvested Company Shares; (f) for each Company Option that was exercised prior to the date of delivery of Estimated Working Capital, (g) the SpreadsheetEstimated Cash Balance, (h) the Estimated Net Working Capital Shortfall, (i) the Tax status of such Company Option and the shares acquired thereby under Section 422 of the Code, if applicable, or any applicable foreign Tax law, (ii) the date of such exercise and whether such Company Option was granted and is subject to Tax pursuant to Section 3(i) of the Ordinance or Section 102 of the Ordinance and the applicable subsection of Section 102 of the Ordinance; (g) the calculation of the (i) Aggregate Consideration, (ii) the Company Series A Preferred Shares Aggregate Liquidation Preference, (iii) the Company Series A-1 Preferred Shares Aggregate Liquidation Preference, (iv) Company Series A and Company Series A-1 Aggregate Preferred Shares Liquidation Preference, (v) the Fully-Diluted Company Series A Shares, (vi) the Fully-Diluted Company Series A-1 Shares, (vii) the Participating Consideration, (viii) the Fully-Diluted Company Shares, (ix) the Participating Per Share Payment Amount (including, in respect of the holders of Unvested Company Shares, the number of Unvested Company Shares and the Unvested Cash), (x) Company Series A Preferred Per Share Payment Amount, (xi) Company Series A-1 Preferred Per Share Payment Amount, (xii) in respect of Company Employees who hold Unvested Company Options, the number of Assumed OptionsEstimated Cash Shortfall, and (xiiij) wire instructions for each Indemnifying Party’s Pro Rata Share recipient of payment of Estimated Transaction Expenses or Estimated Company Debt. Prior to the Adjustment Escrow AmountClosing, Company shall provide Acquiror with a duly and validly executed Form W-9 (or appropriate Form W-8, in the Indemnity Escrow Fund and the Shareholders’ Agent Expense Amount (expressed in both in dollars and as a percentage); and (hcase of non-U.S. Persons) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirerfrom each recipient of payment of Estimated Transaction Expenses or Estimated Company Debt.

Spreadsheet. No less than three Business Days prior to Closing, the The Company shall prepare and deliver to Acquirer Acquirer, in accordance with Section 5.12, a spreadsheet (the “Spreadsheet”) in the 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 (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (a) the names of all of Company Shareholders, Company Optionholders and Company Warrantholders, Securityholders and their respective street and addresses, e-mail addresses (if available)addresses, telephone number (if available)and whether, Israeli identification number (if available)to the Company’s knowledge based on the information available to the Company, taxpayer identification numbers (if any) and (other than in respect of Company Securityholders whose Company Options such Person is an Accredited Securityholder or Company Shares are held by the 102 Trustee in respect of which the bank information shall be that of the 102 Trustee) bank information (if available) (including the respective bank name and number, branch name and address, swift number, account number and other wire transfer information)Unaccredited Securityholder; (b) the number, class type and series of shares of Company Shares Capital Stock held by by, or subject to Company Options or Company Warrants held by, such Persons and Company Securityholders and, in the case of outstanding shares, the respective certificate or book-entry numbers; (c) the number, class and series an indication of whether any shares of Company Shares Capital Stock were acquired upon exercise of a Company Option (and, if so, whether such Company Option was an “incentive stock option” within the meaning of Section 422 of the Code and the purchase and sale of Company Capital Stock pursuant to this Agreement results in a “disqualifying disposition” of such shares described in Section 421(b) of the Code); (d) an indication of whether any share of Company Capital Stock is or has been subject toto vesting provisions and, if so, whether a valid election was made under Section 83(b) of the Code with respect to any such Company Capital Stock; (e) the number of shares of Company Common Stock subject to and if applicable, the exercise price per share in effect for, for each Company Option and Company WarrantOption; (df) the number of shares of Parent Company Common Stock subject to the Assumed In-the-Money Company Options; (e) the vesting status, schedule and whether any such Company Optionholder has delivered a duly executed Option Cancellation and Conversion Agreement to Acquirer with respect to In-the-Money Company Options and Unvested Company Shares; (f) for each Company Option that was exercised prior to the date of delivery of the Spreadsheet, (i) the Tax status of such Company Option and the shares acquired thereby under Section 422 of the Code, if applicable, are Employee Options or any applicable foreign Tax law, (ii) the date of such exercise and whether such Company Option was granted and is subject to Tax pursuant to Section 3(i) of the Ordinance or Section 102 of the Ordinance and the applicable subsection of Section 102 of the OrdinanceNon-Employee Options; (g) the number, type and class of shares of Company Capital Stock subject to and the exercise price per share in effect for each Company Warrant; (h) the number of shares of Company Capital Stock subject to In-the-Money Company Warrants; (i) the calculation of (A) Fully Diluted Company Capital Stock as of the Effective Time, (B) for each share of Company Series 1 Preferred Stock, the Series 1 Liquidation Preference Per Share, the Series 1 Closing Per Share Value and the Series 1 Closing Per Share Consideration, (C) for each share of Company Series 2 Preferred Stock, the Series 2 Liquidation Preference Per Share, the Series 2 Closing Per Share Value and the Series 2 Closing Per Share Consideration, (D) the Per Share Closing Consideration, (E) the Per Share Closing Total Value, (F) the Per Share Cash Percentage with respect to Accredited Securityholders, (G) the Per Share Stock Percentage with respect to Accredited Securityholders, (H) for each In-the-Money Company Option, the Spread Value and Option Consideration for such Company Option, (I) for each In-the-Money Company Warrant, Spread Value and the Per Share Closing Warrant Consideration, (J) the Total Unaccredited Stockholder Cash Amount and the Total Unaccredited Warrantholder Cash Amount, (K) the Total Series 1 Liquidation Preference, the Total Series 2 Liquidation Preference, the Total Liquidation Preference and the Remaining Liquidation Preference Amount, (L) the Aggregate Exercise Amount and the Series 1 Warrants Aggregate Exercise Amount; (j) the calculation of the (i) Aggregate Consideration, (ii) the aggregate amount of cash and Acquirer Common Stock payable or issuable to each such Company Series A Preferred Shares Aggregate Liquidation Preference, (iii) the Company Series A-1 Preferred Shares Aggregate Liquidation Preference, (iv) Company Series A and Company Series A-1 Aggregate Preferred Shares Liquidation Preference, (v) the Fully-Diluted Company Series A Shares, (vi) the Fully-Diluted Company Series A-1 Shares, (vii) the Participating Consideration, (viii) the Fully-Diluted Company Shares, (ix) the Participating Per Share Payment Amount (including, in respect of the holders of Unvested Company Shares, the number of Unvested Company Shares and the Unvested CashSecurityholder pursuant to Section 1.3(a), and whether such amount is subject to Tax withholding; (x) Company Series A Preferred Per Share Payment Amount, (xi) Company Series A-1 Preferred Per Share Payment Amount, (xii) in respect of Company Employees who hold Unvested Company Options, the number of Assumed Options, and (xiiik) each Indemnifying PartyCompany Securityholder’s Closing Pro Rata Share, Milestone Pro Rata Share and Indemnity Pro Rata Portion as of the Effective Time; (l) the portion of the Adjustment Escrow Amount, Indemnity Escrow Amount and Expense Fund contributed by each Company Securityholder and, with respect to the Indemnity Escrow Fund Amount, the amount of Indemnity Escrow Cash and Indemnity Escrow Shares contributed by each Company Securityholder; (m) the Shareholders’ Agent Expense Amount following information with respect to each of the shares of Company Capital Stock set forth in clause (expressed b) of this Section 5.8 above that would be deemed a “covered security” under Treasury Regulation Section 1.6045-1(a)(15), for federal tax purposes and to the knowledge of the Company, (i) the date such shares of Company Capital Stock were originally purchased (or the holding period otherwise started) and (ii) the Company Stockholder’s adjusted tax basis in both in dollars and as a percentage)such shares of Company Capital Stock; and (hn) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer, including wire transfer instructions with respect to any payment of Closing Company Debt and Unpaid Company Transaction Expenses to be paid by Acquirer (but, for the avoidance of doubt, excluding wire transfer instructions with respect to any payment to Company Securityholders).

Spreadsheet. No less than three Business Days prior to At the Closing, the US Company shall prepare and deliver to Acquirer Purchaser a spreadsheet in a form reasonably acceptable to Purchaser, which shall include the following information set forth below and shall be certified as complete, true and correct as of the Closing Date by the Chief Executive Officer of the US Company (the “Spreadsheet”) in the 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 (in addition to the other required data and information specified therein), as of immediately prior to the Closing: ): (a) the names of all Company Shareholders, Company Optionholders and Company Warrantholders, and their respective street and e-mail addresses (if available), telephone number (if available), Israeli identification number (if available), taxpayer identification numbers (if any) and (other than in respect of Company Securityholders whose Company Options or Company Shares are held by the 102 Trustee in respect of which the bank information shall be that of the 102 Trustee) bank information (if available) (including the respective bank name and number, branch name and address, swift number, account number and other wire transfer information); (b) the number, class and series of Company Shares held by such Persons and the respective certificate numbers; (c) the number, class and series of Company Shares subject to, and if applicable, the exercise price per share in effect for, each Company Option and Company Warrant; (d) the number of shares of Parent Common Stock subject to the Assumed Options; (e) the vesting status, schedule and whether such Company Optionholder has delivered a duly executed Option Cancellation and Conversion Agreement to Acquirer with respect to Company Options and Unvested Company each holder of Common Shares; (f) for each Company Option that was exercised prior to the date of delivery of the Spreadsheet, (i) the Tax status of such Company Option Person’s name, domicile address (and the shares acquired thereby under Section 422 of the Codeif different, last known mailing address) and, if available to the US Company, social security number (or tax identification number, as applicable, or any applicable foreign Tax law) and email address, (ii) the date of Common Shares held by such exercise and whether such Company Option was granted and is subject to Tax pursuant to Section 3(i) of the Ordinance or Section 102 of the Ordinance and the applicable subsection of Section 102 of the Ordinance; (g) the calculation of the (i) Aggregate Consideration, (ii) the Company Series A Preferred Shares Aggregate Liquidation PreferencePerson, (iii) the Company Series A-1 Preferred Shares Aggregate Liquidation Preferencerespective certificate number(s) representing such Common Shares, (iv) Company Series A and Company Series A-1 Aggregate Preferred Shares Liquidation Preferencethe respective date(s) of acquisition of such Common Shares, (v) the Fully-Diluted Company Series A Common Share Closing Payment to be paid and issued to such Person in respect of such holder’s Common Shares, (vi) the Fully-Diluted Company Series A-1 US Pro Rata Portion for such holder in respect of the Common Shares, (vii) any amount required to be withheld from any payment to be made hereunder (including the Participating Considerationemployer withholding taxes) and the net cash amount to be paid to such Person as a result of any such withholding amount, (viii) whether any such Common Shares are “covered securities” (as defined in §6045 of the Fully-Diluted Company Code), and if so, the acquisition price of such Common Shares, (ix) any outstanding Equityholder Loan and the Participating Per amount thereunder to be repaid at Closing, and (x) such other relevant information that Purchaser may reasonably require; and (b) with respect to each holder of Indian Shares, (i) such Person’s name, domicile address (and if different, last known mailing address) and, if available to the Company, PAN number (or tax identification number, as applicable) and email address, (ii) the Indian Shares held by such Person, (iii) the respective certificate number(s) representing such Indian Shares, (iv) the respective date(s) of acquisition of such Indian Shares, (v) the Indian Share Closing Payment Amount to be paid to such Person in respect of such holder’s Indian Shares, (includingvi) any amount required to be withheld from any payment to be made hereunder (including the employer withholding taxes) and the net cash amount to be paid to such Person as a result of any such withholding amount, (vii) whether any such in respect of the holders Indian Shares are “covered securities” (as defined in §6045 of Unvested Company Sharesthe Code), and if so, the number acquisition price of Unvested Company Shares and the Unvested Cash), (x) Company Series A Preferred Per Share Payment Amount, (xi) Company Series A-1 Preferred Per Share Payment Amount, (xii) such in respect of Company Employees who hold Unvested Company Optionsthe Indian Shares, (viii) any outstanding Equityholder Loan and the number of Assumed Options, amount thereunder to be repaid at Closing and (xiiiix) each Indemnifying Party’s Pro Rata Share of the Adjustment Escrow Amount, the Indemnity Escrow Fund and the Shareholders’ Agent Expense Amount (expressed in both in dollars and as a percentage); and (h) a funds flow memorandum setting forth applicable wire transfer instructions and such other relevant information that Purchaser may reasonably requested by Acquirerrequire.

Spreadsheet. No less than three Business Days prior to Closing, the The Company shall prepare and deliver to Acquirer Buyer and the Seller Representative, at or prior to the Closing, a spreadsheet (the “Spreadsheet”) in the form and substance reasonably satisfactory acceptable to AcquirerBuyer, which spreadsheet 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 Closing: : (a) the names of all the Company ShareholdersStockholders, Company Optionholders and Company Warrantholders, Awardholders and their respective street addresses, email addresses and e-mail addresses (if available), telephone number (if available)numbers, Israeli identification number (if and where available), taxpayer identification numbers (if anynumbers) and (other than in respect of Company Securityholders whose Company Options or Company Shares are held by the 102 Trustee in respect of which the bank information shall be that of the 102 Trustee) bank information (if available) account details (including the respective bank name and number, branch name and address, swift number, account number and other wire transfer informationaccount number); ; (b) whether such Person is or was an employee of the number, class Company; (c) the number and series kind of shares of Company Shares Capital Stock held by by, or subject to the Company Awards or Company Warrants held by, such Persons and and, in the case of outstanding certificated shares, the respective certificate numbers; (c) the number, class and series of Company Shares subject to, and if applicable, the exercise price per share in effect for, each Company Option and Company Warrant; ; (d) the number of shares of Parent Common Company Capital Stock subject to and the Assumed Options; exercise price per share in effect for each Company Award and Company Warrant; (e) the vesting status, status and schedule and whether such Company Optionholder has delivered a duly executed Option Cancellation and Conversion Agreement to Acquirer with respect to the Company Options Awards, Company Warrant, and Unvested Company Shares; 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); (f) for each Company Option that was exercised prior to the date of delivery of the Spreadsheet, (i) the Tax status of such each share of Company Option Capital Stock and the shares acquired thereby Company Award under Section 422 of the CodeCode or, if applicable, under the Israeli Tax Code (including status as a Company 102 Share, Company 102 Option or any applicable foreign Tax lawCompany 3(i) Option); (g) state the Estimated 2013 Revenue Amount, the Transaction Expenses, the Buyer Loan Amount, the Buyer Stock Price Per Share, the Fully-Diluted Company Capital Stock Amount and the Seller Company Capital Stock Amount, (ii) the date of such exercise and whether such Company Option was granted and is subject to Tax pursuant to Section 3(i) of the Ordinance or Section 102 of the Ordinance and the applicable subsection of Section 102 of the Ordinance; (gh) the calculation of the Estimated Aggregate Consideration Value, the Estimated Aggregate Net Consideration Amount, the Estimated Equity Exchange Ratio, the Estimated Aggregate Seller Amount, the Estimated Aggregate Non-Buyer Amount, and the Post-Closing Adjustment Initial Holdback Amount, the Estimated Seller Closing Amount and the Estimated Seller Closing Amount Per Share; (i) without derogating from Buyer’s rights under Section 1.10(a), the tax withholding rate and the total amount of Taxes (including for income, payroll, social security and other Taxes) to be deducted and withheld from the Estimated Aggregate Consideration, Net Consideration Amount that each Company Securityholder immediately prior to the Closing is entitled to receive pursuant to Section 1.2(a) and (iib) and (j) the Company Series A Preferred Shares Aggregate Liquidation Preference, (iii) the Company Series A-1 Preferred Shares Aggregate Liquidation Preference, (iv) Company Series A and Company Series A-1 Aggregate Preferred Shares Liquidation Preference, (v) the Fully-Diluted Company Series A Shares, (vi) the Fully-Diluted Company Series A-1 Shares, (vii) the Participating Consideration, (viii) the Fully-Diluted Company Shares, (ix) the Participating Per Share Payment Amount (including, in respect of the holders of Unvested Company Shares, the number of Unvested Company Shares and the Unvested Cash), (x) Company Series A Preferred Per Share Payment Amount, (xi) Company Series A-1 Preferred Per Share Payment Amount, (xii) in respect of Company Employees who hold Unvested Company Options, the number of Assumed Options, and (xiii) each Indemnifying Party’s Pro Rata Share of each Indemnifying Person and the Adjustment Escrow Amount, interest of each Indemnifying Person in the Indemnity Escrow Fund Holdback Amount (for purposes hereof, also setting forth separately calculations based on the General Indemnity Holdback Percentage and the Shareholders’ Agent Expense Amount (expressed in both in dollars Special Indemnity Holdback Percentage) and as a percentage); and (h) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirerthe Post-Closing Adjustment Holdback Amount.

Spreadsheet. No Not less than three (3) Business Days prior to the Closing, the Company shall prepare and deliver to Acquirer Parent a spreadsheet (setting forth the “Spreadsheet”) following information, in the form and substance reasonably satisfactory to AcquirerParent and accompanied by documentation reasonably satisfactory to Parent in support of the calculation of the information set forth therein, which spreadsheet shall be dated certified as true, correct and complete as of the Closing Date by the Chief Executive Officer and shall set forth all Chief Financial Officer of the following information Company (in addition to the other required data “Spreadsheet” and information specified therein)the related certificate, as of immediately prior to the Closing:“Spreadsheet Certificate”): (a) the names of all Company Shareholders, Company Optionholders and Company Warrantholders, and their respective street and e-mail addresses (if available), telephone number (if available), Israeli identification number (if available), taxpayer identification numbers (if any) and (other than in respect of Company Securityholders whose Company Options or Company Shares are held by the 102 Trustee in respect of which the bank information shall be that calculation of the 102 Trustee) bank information (if available) (Total Consideration and all components thereof, including Closing Cash, the respective bank name Aggregate Strike Price Amount, Closing Indebtedness and number, branch name and address, swift number, account number and other wire transfer information)Third Party Expenses; (b) calculation of the applicable Per Share Consideration for each class or series of Company Capital Stock; (c) with respect to each Stockholder: (i) the name of such holder, and, if available, the e-mail address of such holder, (ii) whether such holder is a current or former employee of the Company, (iii) the number, class and series of shares of Company Shares Capital Stock held by such Persons holder and the respective certificate numbers;, (iv) the date of acquisition of such shares, (v) the initial purchase price of any such shares that constitute a “covered security” within the meaning of Treasury Regulations Section 1.6045-1(a)(15), (vi) whether any Taxes are to be withheld in accordance with Section 1.8 from the consideration that such holder is entitled to receive pursuant to Section 1.6(b)(i), (vii) the Pro Rata Portion of such holder, (viii) the amount of cash to be deposited into the Escrow Fund and the Expense Fund on behalf of such holder pursuant to this Agreement, and (ix) such other additional information which Parent may reasonably request; and (cd) with respect to each Company Option: (i) the name of the holder thereof, and, if available, the e-mail address of such holder, (ii) whether such holder is an employee, consultant, director or officer of the Company, (iii) the grant date and expiration date thereof, (iv) whether such Company Option was granted pursuant to the Plan, (v) the extent to which such Company Option is vested as of immediately prior to the Effective Time (taking into account any Company Option (or portion thereof) that, as a result of the Merger will accelerate in full and no longer be subject to any further vesting, right of repurchase, risk of forfeiture or other such conditions), (vi) the exercise price per share and the number, class and series of shares of Company Shares subject toCapital Stock underlying such Company Option immediately prior to the Closing, and if applicable(vii) whether such holder is a Continuing Employee or a Non-Continuing Employee (it being understood that such information may be updated at any time prior to the Closing), (viii) the exercise price per share in effect for, each Company Option and Company Warrant; (d) the number of shares of Parent Common Stock subject to the Assumed Options; (e) the vesting status, schedule and whether such Company Optionholder has delivered a duly executed Option Cancellation and Conversion Agreement to Acquirer with respect to Company Options and Unvested Company Shares; (f) for each Company Option that was exercised prior to the date of delivery of the Spreadsheet, (i) the Tax status of such Company Option and following the shares acquired thereby under Closing in accordance with Section 422 of the Code, if applicable, or any applicable foreign Tax law, (ii) the date of such exercise and whether such Company Option was granted and is subject to Tax pursuant to Section 3(i) of the Ordinance or Section 102 of the Ordinance and the applicable subsection of Section 102 of the Ordinance; (g) the calculation of the (i) Aggregate Consideration, (ii) the Company Series A Preferred Shares Aggregate Liquidation Preference, (iii) the Company Series A-1 Preferred Shares Aggregate Liquidation Preference, (iv) Company Series A and Company Series A-1 Aggregate Preferred Shares Liquidation Preference, (v) the Fully-Diluted Company Series A Shares, (vi) the Fully-Diluted Company Series A-1 Shares, (vii) the Participating Consideration, (viii) the Fully-Diluted Company Shares1.6(c), (ix) the Participating Per Share Payment Amount (including, cash consideration that such holder is entitled to receive in respect of the holders of Unvested Company Shares, the number of Unvested Company Shares and the Unvested Cashaccordance with Section 1.6(c), and (x) Company Series A Preferred Per Share Payment Amount, (xi) Company Series A-1 Preferred Per Share Payment Amount, (xii) in respect of Company Employees who hold Unvested Company Options, the number of Assumed Options, and (xiii) each Indemnifying Party’s Pro Rata Share of the Adjustment Escrow Amount, the Indemnity Escrow Fund and the Shareholders’ Agent Expense Amount (expressed in both in dollars and as a percentage); and (h) a funds flow memorandum setting forth applicable wire transfer instructions and such other information which Parent may reasonably requested by Acquirerrequest.

Spreadsheet. No less than three Business Days prior to Closing, the The Company shall prepare and deliver to Acquirer Acquirer, in accordance with Section 5.13, a spreadsheet (the “Spreadsheet”) in the 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 (in addition to the other required data and information specified therein)information, as of immediately prior to the Closing:: 48 (a) (i) the names Cash Consideration, (ii) the aggregate amount of all Transaction 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), together with a breakdown thereof, (iii) the Aggregate Exercise Price, (iv) the Cash Escrow Amount, (v) the Fully-Diluted Company ShareholdersCapital Stock Number, Company Optionholders and Company Warrantholders(vi) the Fully-Diluted Per 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 their respective street and e-mail addresses (if available), telephone number (if available), Israeli identification number (if available), taxpayer identification numbers (if anyxv) and (other than in respect of Company Securityholders whose Company Options or Company Shares are held by the 102 Trustee in respect of which the bank information shall be that of the 102 Trustee) bank information (if available) (including the respective bank name and number, branch name and address, swift number, account number and other wire transfer information)Closing Net Cash Amount; (b) the numbernames of all the Converting Holders and their respective addresses and, class and series where in the possession of Company Shares held by such Persons and the respective certificate Company, taxpayer identification numbers; (c) the number, class and series of shares of Company Shares Capital Stock held by, or subject toto the Company Options held by, and if applicablesuch Converting Holders and, in the case of outstanding shares, the exercise respective certificate numbers, price per share in effect for, each at which such shares were originally acquired by such holder from the Company Option and the date of such acquisition and whether any of such shares are Unvested Company WarrantShares; (d) the number of shares of Parent Common Company Capital Stock subject to and the Assumed Optionsexercise price per share in effect for each Company Option; (e) the vesting status, schedule and whether such Company Optionholder has delivered a duly executed Option Cancellation and Conversion Agreement to Acquirer with respect to Company Options and Unvested Company Shares; (f) for each Company Option that was exercised prior to the date of delivery of the Spreadsheetearly exercised, (i) the Tax status of each such Company Option and the shares acquired thereby under Section 422 of the Code, if applicable, or any applicable foreign Tax law, (ii) the date of such exercise and whether the applicable exercise price; (f) the aggregate cash amounts and shares of Parent Common Stock payable and issuable, respectively, to each such Company Option was granted and is subject to Tax Converting Holder pursuant to Section 3(i1.3(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 Ordinance or Section 102 Code with respect to any portion of the Ordinance and the applicable subsection of Section 102 of the Ordinancesuch Converting Holder’s Restricted Merger Consideration; (g) the calculation of the (i) Aggregate Consideration, (ii) the vesting status with respect to Company Series A Preferred Shares Aggregate Liquidation Preference, (iii) the Company Series A-1 Preferred Shares Aggregate Liquidation Preference, (iv) Company Series A and Company Series A-1 Aggregate Preferred Shares Liquidation Preference, (v) the Fully-Diluted Company Series A Shares, (vi) the Fully-Diluted Company Series A-1 Shares, (vii) the Participating Consideration, (viii) the Fully-Diluted Company Shares, (ix) the Participating Per Share Payment Amount (including, in respect of the holders of Unvested Company SharesOptions, the number vesting status and schedule of Unvested Company Shares and terms of the Unvested Cash), (x) Company Series A Preferred Per Share Payment Amount, (xi) Company Series A-1 Preferred Per Share Payment Amount, (xii) in respect of Company Employees who hold Company’s rights to repurchase such Unvested Company OptionsShares (including the per share repurchase price payable with respect thereto); (h) whether (yes/no) any Taxes are required to be withheld from the consideration that any Converting Holder is entitled to receive pursuant to Section 1.3(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); (i) each Converting Holder’s Pro Rata Share, and the amount of cash and number of Assumed Options, shares of Parent Common Stock to be contributed by such Converting Holder to the Escrow Fund and (xiii) the extent to which such consideration constitutes Restricted Merger Consideration and each Indemnifying Party’s Converting Holders’ Pro Rata Share of the Adjustment Escrow AmountExpense Fund; (j) an itemized list of each item of Company Debt, if any, together with a description of the Indemnity Escrow Fund nature of such Company Debt and the Shareholders’ Agent Expense Amount (expressed in both in dollars and as a percentage); andPerson to whom such Company Debt is owed; (hk) 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 Acquirerfor each payment referred to in clauses “(1)” through “(3)” above; and (l) the aggregate cash amounts payable to each Company Stockholder pursuant to Section 1.3(a)(i) in lieu of fractional shares of Parent Common Stock.

Spreadsheet. No less than three At least twelve (12) Business Days prior to Closingthe Closing Date, the Company shall prepare and deliver to Acquirer Parent a draft spreadsheet in a form reasonably acceptable to Parent. At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent a final spreadsheet (the “Spreadsheet”) in a form reasonably acceptable to Parent (with the form information relating to the Per Share Merger Consideration to be completed by the Company and substance reasonably satisfactory delivered to AcquirerParent one (1) Business Day prior to the Closing Date), which spreadsheet Spreadsheet shall be dated certified as complete and correct by the Chief Executive Officer and the Chief Financial Officer of the Company as of the Closing Date and shall set forth all of the following information (in addition immediately prior to the Effective Time and which shall include, among other required data and information specified therein)things, as of immediately prior to the Closing: (a) With respect to each Company Shareholder: (i) such Person’s address and electronic mail address, (ii) whether such Person is a Continuing Employee, (iii) the names number and type of all Company Shareholders, Company Optionholders and Company Warrantholders, and their respective street and e-mail addresses (if available), telephone number (if available), Israeli identification number (if available), taxpayer identification numbers (if any) and (other than in respect shares of Company Securityholders whose Company Options or Company Shares are held by the 102 Trustee in respect of which the bank information shall be that of the 102 Trustee) bank information (if available) (including the respective bank name and number, branch name and address, swift number, account number and other wire transfer information); (b) the number, class and series of Company Shares Capital Stock held by such Persons and Person, (iv) the respective certificate numbers; numbers of the Company Capital Stock held by such Person, (cv) the number, class and series of Company Shares subject to, and if applicable, the exercise price per share in effect for, each Company Option and Company Warrant; (d) the number of shares of Parent Common Stock subject to the Assumed Options; (e) the vesting status, schedule and whether such Company Optionholder has delivered a duly executed Option Cancellation and Conversion Agreement to Acquirer with respect to Company Options and Unvested Company Shares; (f) for each Company Option that was exercised prior to the date of delivery acquisition of the Spreadsheetsuch shares, (ivi) the Tax status purchase price of such Company Option and shares, (vii) whether such shares were acquired pursuant to the shares acquired thereby under exercise of an incentive stock option (as defined in Section 422 of the Code), (viii) the aggregate Per Share Merger Consideration payable to Person, (ix) such Person’s Pro Rata Portion expressed as a percentage and portion of each of the Escrow Amount and the Expense Escrow Amount, (x) the amount of any loans outstanding from the Company to such Person, (xi) the amount, if applicableany, to be withheld from any distribution to such Person, (xii) any vesting schedule and repurchase price applicable to such shares, (xiii) the identification of any shares that were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and to the Knowledge of the Company, whether such election under Section 83(b) was made, (xi) with respect to shares acquired on or after January 1, 2011 that are covered securities, the adjusted tax basis of such shares and (xii) such other information relevant thereto or which Parent, its agent or the Escrow Agent, may reasonably request; and (b) With respect to each holder of a Company Option, Company Warrant or any applicable foreign Tax lawother similar equity award from the Company (i) such Person’s address, (ii) the date of such exercise and whether such Company Option was granted and Person is subject to Tax pursuant to Section 3(i) of the Ordinance or Section 102 of the Ordinance and the applicable subsection of Section 102 of the Ordinance; (g) the calculation of the (i) Aggregate Consideration, (ii) the Company Series A Preferred Shares Aggregate Liquidation Preferencea Continuing Employee, (iii) if available to the Company Series A-1 Preferred Shares Aggregate Liquidation PreferenceCompany, social security number (or tax identification number, as applicable), (iv) the number and type of Company Series A and Capital Stock underlying each such Company Series A-1 Aggregate Preferred Shares Liquidation PreferenceOption, Company Warrant or other similar equity award, (v) the Fully-Diluted grant dates or issue dates of such Company Series A SharesOption, Company Warrant or other similar equity award, (vi) with respect to each Company Option, the Fully-Diluted Company Series A-1 Sharesvesting arrangement with respect thereto, (vii) the Participating Considerationwith respect to each Company Option, whether such Company Options are incentive stock options or non-qualified stock options, (viii) the Fully-Diluted exercise price of such Person’s Company SharesOption, Company Warrant or any other similar equity award from the Company, (ix) the Participating aggregate Per Share Payment Amount (includingMerger Consideration payable to such Person, in respect of the holders of Unvested Company Sharesif any, the number of Unvested Company Shares and the Unvested Cash), (x) Company Series A Preferred Per Share Payment Amount, (xi) Company Series A-1 Preferred Per Share Payment Amount, (xii) in respect of Company Employees who hold Unvested Company Options, the number of Assumed Options, and (xiii) each Indemnifying Party’s Pro Rata Share of the Adjustment Escrow Amount, the Indemnity Escrow Fund and the Shareholders’ Agent Expense Amount (expressed in both in dollars and as a percentage); and (h) a funds flow memorandum setting forth applicable wire transfer instructions and such other information relevant thereto or which Parent may reasonably requested by Acquirerrequest.

Spreadsheet. No less than three Business Days prior to Closing, the The Company shall prepare and deliver to Acquirer a spreadsheet (the “Spreadsheet”) in the 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 (in addition to the other required data and information specified therein), as of immediately prior to the Closing: : (ai) the names of all Company Shareholders, Company Optionholders and Company Warrantholders, of the Converting Holders and their respective street and addresses, e-mail addresses (if and, where available), telephone number (if available), Israeli identification number (if available), taxpayer identification numbers numbers, (if anyii) the number and (other than in respect type of shares of Company Securityholders whose Capital Stock held by, or subject to the Company Options or Company Shares are Warrants held by by, such Converting Holders and, in the 102 Trustee in respect case of which the bank information shall be that of the 102 Trustee) bank information (if available) (including the respective bank name and numberoutstanding shares, branch name and address, swift number, account number and other wire transfer information); (b) the number, class and series of Company Shares held by such Persons and the respective certificate numbers; , (ciii) the number, class and series number of shares of Company Shares Capital Stock subject to, to and if applicable, the exercise price per share in effect for, for each Company Option and Company Warrant; , (d) the number of shares of Parent Common Stock subject to the Assumed Options; (eiv) the vesting status, status and schedule and whether such Company Optionholder has delivered a duly executed Option Cancellation and Conversion Agreement to Acquirer with respect to Company Options and Company Warrants and Unvested Company Shares; Shares and terms of the Company’s rights to repurchase such Unvested Company Shares (fincluding the per share repurchase price payable with respect thereto), (v) for each Company Option that was exercised prior to the date of delivery of the Spreadsheetearly exercised, (i) the Tax status of each such Company Option and the shares acquired thereby under Section 422 of the Code, if applicable, or any applicable foreign Tax law, (ii) the date of such exercise and whether such Company Option was granted and is subject to Tax pursuant to Section 3(i) of the Ordinance or Section 102 of the Ordinance and the applicable subsection of Section 102 of the Ordinance; (g) the calculation of the (i) Aggregate Consideration, (ii) the Company Series A Preferred Shares Aggregate Liquidation Preference, (iii) the Company Series A-1 Preferred Shares Aggregate Liquidation Preference, (iv) Company Series A and Company Series A-1 Aggregate Preferred Shares Liquidation Preference, (v) the Fully-Diluted Company Series A Sharesexercise price, (vi) the calculation of Fully-Diluted Company Series A-1 SharesCommon Stock, Common Per Share Consideration and Aggregate Exercise Price, (vii) the Participating Considerationcalculation of aggregate cash amounts payable to each such Converting Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii) or Section 1.3(a)(v) and (viii) the Fully-Diluted Company Shares, (ix) the Participating Per Share Payment Amount (including, in respect of the holders of Unvested Company Shares, the number of Unvested Company Shares and the Unvested Cash), (x) Company Series A Preferred Per Share Payment Amount, (xi) Company Series A-1 Preferred Per Share Payment Amount, (xii) in respect of Company Employees who hold Unvested Company Options, the number of Assumed Options, and (xiii) each Indemnifying Party’s Pro Rata Share of the Adjustment Escrow Amount, the Indemnity Escrow Fund and the Shareholders’ Agent Expense Amount (expressed in both in dollars and as a percentage); and (h) a funds flow memorandum setting forth applicable wire transfer instructions for each holder of Company Debt and other information reasonably requested by AcquirerTransaction Expenses that are incurred but unpaid as of the Closing.

Spreadsheet. No less than three Business Days prior to Closing, the The Company shall prepare and deliver to Acquirer the final version of a spreadsheet (the “Spreadsheet”) in the form and substance reasonably satisfactory to AcquirerAcquirer and the Paying Agent no later than three (3) Business Days prior to the Closing Date, which spreadsheet Spreadsheet shall (i) be dated as of the Closing Date and shall Date, (ii) set forth all of the following information (in addition to the other required data and information specified therein), ) as of immediately prior to the ClosingEffective Time, and (iii) be certified as complete, true and correct as of the Closing Date by the Chief Executive Officer of the Company (the “Spreadsheet Certificate”); provided that the Company shall deliver to Acquirer a draft version of the Spreadsheet at least five (5) Business Days prior to the Closing Date and correct any errors identified by Acquirer to Acquirer’s reasonable satisfaction prior to delivering the final version of the same in accordance with this Section 5.18: (a) the names of all of the Company ShareholdersSecurityholders (other than a Company Securityholder that holds only Retention RSUs) and, Company Optionholders as shown on the books and Company Warrantholdersrecords of the Company, and their respective street and addresses, e-mail addresses (if available)addresses, telephone number (if available), Israeli identification number (if available), taxpayer identification numbers (if any) country of employment and (other than in respect of Company Securityholders whose Company Options whether such persons were employees or Company Shares are held by the 102 Trustee in respect of which the bank information shall be that of the 102 Trustee) bank information (if available) (including the respective bank name and number, branch name and address, swift number, account number and other wire transfer information)independent contractors; (b) the number, class number and series type of shares of Company Shares Capital Stock held by by, or subject to the Company Options, Company Warrants, Company RSUs or other forms(s) of equity compensation award held by, such Persons and Company Securityholders and, in the case of outstanding shares, the respective certificate numbers; (c) the number, class and series number of shares of Company Shares Capital Stock subject toto and, and if to the extent applicable, the exercise price per share in effect for, each Company Option Option, Company RSU and Company Warrant; (d) the number of shares of Parent Common Stock subject grant date and vesting status and schedule with respect to the Assumed Company Options, Company Warrants and Company RSUs; (e) the vesting status, schedule and whether such Company Optionholder has delivered a duly executed Option Cancellation and Conversion Agreement to Acquirer with respect to Company Options and Unvested Company Shares; (f) for each Company Option that was exercised prior to the date of delivery of the Spreadsheetearly exercised, (i) the Tax status of each such Company Option and the shares acquired thereby under Section 422 of the Code, if applicable, or any applicable foreign Tax law, (ii) the date of such exercise and whether such Company Option was granted and is subject to Tax the applicable exercise price; (f) the calculation of Fully-Diluted Common Stock (including specification of the securities that will be excluded pursuant to Section 3(i) the proviso to the definition of the Ordinance or Section 102 of the Ordinance and the applicable subsection of Section 102 of the OrdinancePer Share Consideration); (g) the calculation of Total Consideration, Aggregate Exercise Price, Per Share Consideration, Closing Per Share Consideration, Total Converting Holders Consideration and the Closing Payment; (h) the calculation of aggregate cash amounts from the Closing Payment payable to each Converting Holder pursuant to Section 1.3(a); (i) Aggregate Considerationthe calculation of the Unvested Company Options to be assumed by Acquirer pursuant to Section 1.3(a)(ii), including corresponding calculations of the Exchange Ratio and Acquirer Stock Price; and (iij) the Company Series A Preferred Shares Aggregate Liquidation Preference, (iii) the Company Series A-1 Preferred Shares Aggregate Liquidation Preference, (iv) Company Series A and Company Series A-1 Aggregate Preferred Shares Liquidation Preference, (v) the Fully-Diluted Company Series A Shares, (vi) the Fully-Diluted Company Series A-1 Shares, (vii) the Participating Consideration, (viii) the Fully-Diluted Company Shares, (ix) the Participating Per Share Payment Amount (including, in respect calculation of the holders of Unvested Company Shares, the number of Unvested Company Shares and the Unvested Cash), (x) Company Series A Preferred Per Share Payment Amount, (xi) Company Series A-1 Preferred Per Share Payment Amount, (xii) in respect of Company Employees who hold Unvested Company Options, the number of Assumed Options, and (xiii) each Indemnifying PartyConverting Holder’s Pro Rata Share (expressed as a percentage) and the aggregate amount of each Converting Holder’s contribution to the Adjustment Escrow Amount, the Indemnity Escrow Fund and the Shareholders’ Agent Expense Amount (expressed in both in dollars and as a percentage); and (h) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by AcquirerFund, respectively.

Spreadsheet. No less than The Company shall deliver to Purchaser and Mellon Investor Services LLC (the “Exchange Agent”) three (3) Business Days prior to Closing, the Company shall prepare and deliver to Acquirer Closing Date a spreadsheet (the “Spreadsheet”) substantially in the form and substance reasonably satisfactory to Acquirerattached hereto as Schedule 5.17, which spreadsheet shall be dated certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company 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 Shareholder, (a) the names of all Company Shareholderssuch Person’s address and social security number (or tax identification number, Company Optionholders and Company Warrantholders, and their respective street and e-mail addresses (if availableas applicable), telephone number (if available), Israeli identification number (if available), taxpayer identification numbers (if any) and (other than in respect of Company Securityholders whose Company Options or Company Shares are held by the 102 Trustee in respect of which the bank information shall be that of the 102 Trustee) bank information (if available) (including the respective bank name and number, branch name and address, swift number, account number and other wire transfer information); (b) the number, class and series of Company Shares held by such Persons and the respective certificate numbers; (c) the number, class and series of Company Shares subject to, and if applicable, the exercise price per share in effect for, each Company Option and Company Warrant; (d) the number of shares of Parent Scheme Shares held by such Person (including whether such shares are Company Ordinary Shares, Company Series A Preference Shares, the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company A-3 Preference Shares or the Company Series B Preference Shares), (c) the respective certificate number(s) representing such shares, (d) whether such shares constitute Company Unvested Common Stock subject to (including, for each certificate, the Assumed Options; number of shares that are vested as of the Closing), (e) the vesting statusliquidation preference and conversion ratio applicable to each share of Company Preference Shares, schedule and whether such Company Optionholder has delivered a duly executed Option Cancellation and Conversion Agreement to Acquirer with respect to Company Options and Unvested Company Shares; (f) for each Company Option that was exercised prior to the date of delivery acquisition of such shares, (g) the SpreadsheetPro Rata Portion applicable to such Person, (h) the number of shares of Purchaser Common Stock to be issued and Contingent Rights to be issued to each holder pursuant to Section 1.6, (i) the Tax status number of such Company Option and the shares acquired thereby under Section 422 of the CodePurchaser Shares, if applicableany, or any applicable foreign Tax law, (ii) to be paid by the date Shareholder in settlement of such exercise and whether such Company Option was granted and is subject to Tax tax withholding obligations pursuant to Section 3(i) of the Ordinance or 1.6 and outstanding Shareholder loans pursuant to Section 102 of the Ordinance and the applicable subsection of Section 102 of the Ordinance; (g) the calculation of the (i) Aggregate Consideration, (ii) the Company Series A Preferred Shares Aggregate Liquidation Preference, (iii) the Company Series A-1 Preferred Shares Aggregate Liquidation Preference, (iv) Company Series A and Company Series A-1 Aggregate Preferred Shares Liquidation Preference, (v) the Fully-Diluted Company Series A Shares, (vi) the Fully-Diluted Company Series A-1 Shares, (vii) the Participating Consideration, (viii) the Fully-Diluted Company Shares, (ix) the Participating Per Share Payment Amount (including, in respect of the holders of Unvested Company Shares, the number of Unvested Company Shares and the Unvested Cash), (x) Company Series A Preferred Per Share Payment Amount, (xi) Company Series A-1 Preferred Per Share Payment Amount, (xii) in respect of Company Employees who hold Unvested Company Options, the number of Assumed Options1.6, and (xiiij) each Indemnifying Party’s Pro Rata Share of the Adjustment Escrow Amount, the Indemnity Escrow Fund and the Shareholders’ Agent Expense Amount (expressed in both in dollars and as a percentage); and (h) a funds flow memorandum setting forth applicable wire transfer instructions and such other information relevant thereto or which the Exchange Agent may reasonably requested by Acquirerrequest.

Spreadsheet. Prior to the execution of this Agreement, the Company has delivered to Parent the Company's reasonable estimates of the calculation of the Merger Consideration and the distribution of the Stock Merger Consideration and the Cash Merger Consideration among the Company Stockholders, Company Option Holders, Company Warrant Holders, Company Convertible Debt Holders and MIP Holders, based on the Parent Stock Price determined as of the day of the preparation of such estimated Spreadsheet. No less later than three one (1) Business Days Day prior to Closingthe Closing Date, the Company shall prepare and deliver to Acquirer a Parent an updated spreadsheet (the “"Spreadsheet”) in the form and substance reasonably satisfactory to Acquirer"), which spreadsheet Spreadsheet shall be dated certified as complete and correct by the Chief Financial Officer of the Company 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) with respect to each Company Stockholder, (i) such Person's address, (ii) the names number of all shares of Company ShareholdersCapital Stock held by such Person, Company Optionholders (iii) the respective certificate number(s) representing such shares, (iv) the respective date(s) of acquisition of such shares, (v) such Person's Escrow Pro Rata Fraction and Company WarrantholdersIndemnity Pro Rata Fraction, and their respective street and e-mail addresses (if available), telephone vi) the aggregate number (if available), Israeli identification number (if available), taxpayer identification numbers (if any) and (other than of shares of Parent Common Stock or the portion of Cash Merger Consideration to be paid to such Person at the Closing in respect of Company Securityholders whose Company Options or Company Shares are held by the 102 Trustee in respect of which the bank information shall be that of the 102 Trustee) bank information (if available) (including the respective bank name and number, branch name and address, swift number, account number and other wire transfer information); (b) the number, class and series of Company Shares held by such Persons and the respective certificate numbers; (c) the number, class and series of Company Shares subject toshares, and if applicable, the exercise price per share in effect for, each Company Option and Company Warrant; (dvi) the number of shares of Parent Common Stock subject to be deposited into the Assumed OptionsEscrow Fund on behalf of such Person; (eb) the vesting status, schedule and whether such Company Optionholder has delivered a duly executed Option Cancellation and Conversion Agreement to Acquirer with respect to Company Options and Unvested Company Shares; (f) for each Company Option that was exercised prior to the date of delivery of the SpreadsheetOptionholder, (i) the Tax status of such Company Option and the shares acquired thereby under Section 422 of the Code, if applicable, or any applicable foreign Tax lawPerson's address, (ii) the date number of shares of Company Common Stock underlying each Company Option held by such Person, (iii) the respective grant date(s) of such Company Options, (iv) the respective exercise price(s) per share of such Company Options, (v) the number of shares of Company Common Stock underlying each Company Option held by such Person that have vested as of immediately prior to Closing; (vi) the number of shares of Company Common Stock underlying each Company Option that have not vested as of immediately prior to Closing; and (vii) the respective vesting arrangement(s) with respect to such Company Options, (viii) whether such Company Options are incentive stock options or non-qualified stock options, (ix) the aggregate number of shares of Parent Common Stock such assumed Company Option was granted and is subject to Tax pursuant to Section 3(i) of the Ordinance or Section 102 of the Ordinance will become exercisable for and the applicable subsection exercise price per share of Section 102 of Parent Common Stock, in each case, immediately after the Ordinance;Effective Time, and (x) whether or not such Company Option is an Out-of-the-Money Option. (gc) the calculation with respect to each holder of the Company Warrants, (i) Aggregate Considerationsuch Person's address, (ii) the number of shares of Company Series A Preferred Shares Aggregate Liquidation PreferenceCapital Stock into which the Company Warrant held by such Person is exercisable, (iii) such Person's Escrow Pro Rata Fraction and Indemnity Pro Rata Fraction, (iv) the aggregate number of shares of Parent Common Stock to be paid to such Person at the Closing in respect of such shares, and (v) the number of shares of Parent Common Stock to be deposited into the Escrow Fund on behalf of such Person; (d) with respect to each Company Convertible Debt Holder, (i) such Person's address, (ii) the amount of Company Convertible Debt held by such Person, (iii) the number of shares of Company Series A-1 Preferred Shares Aggregate Liquidation PreferenceCapital Stock into which the Company Convertible Debt held by such person is convertible, (iv) Company Series A such Person's Escrow Pro Rata Fraction and Company Series A-1 Aggregate Preferred Shares Liquidation PreferenceIndemnity Pro Rata Fraction, (v) aggregate number of shares of Parent Common Stock to be paid to such Person at the Fully-Diluted Closing in respect of such Company Series A Convertible Debt, and (vi) the number of shares of Parent Common Stock to be deposited into the Escrow Fund on behalf of such Person; and (e) with respect to each recipient of Management Incentive Plan Shares, (i) such Person's address, (ii) such Person's Escrow Pro Rata Fraction and Indemnity Pro Rata Fraction, (vi) the Fully-Diluted Company Series A-1 Sharesaggregate number of shares of Parent Common Stock and the portion of Cash Merger Consideration to be paid to such Person at the Closing in accordance with the Management Incentive Plan, and (viivi) the Participating Consideration, (viii) the Fully-Diluted Company Shares, (ix) the Participating Per Share Payment Amount (including, in respect of the holders of Unvested Company Shares, the number of Unvested shares of Parent Common Stock to be deposited into the Escrow Fund on behalf of such Person, if any. For illustrative purposes, and to aid in the interpretation of this Agreement, Part 4.4 of the Company Shares Disclosure Schedule sets forth a sample Spreadsheet reflecting the illustrative calculations of: (A) the value of the Merger Consideration at Closing based on several different assumed values of the Parent Stock Price; (B) the amount of the Stock Merger Consideration and the Unvested Cash), Cash Merger Consideration based on each such Parent Stock Price; (xc) Company Series A Preferred Per Share Payment Amount, the aggregate dollar value payable to MIP Participants based on each such Parent Stock Price; (xid) Company Series A-1 Preferred Per Share Payment Amount, (xii) in respect of Company Employees who hold Unvested Company Options, the number of Assumed Options, shares placed in the Escrow Fund based on each such Parent Stock Price; and (xiiie) each Indemnifying Party’s Pro Rata Share the number of the Adjustment Escrow Amount, the Indemnity Escrow Fund Company Options that will be Assumed Options and the Shareholders’ Agent Expense Amount (expressed aggregate number of shares of Parent Common Stock such Assumed Options will become exercisable for and the applicable exercise price per share of Parent Common Stock, in both in dollars and as a percentage); and (h) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirereach case, based on each such Parent Stock Price.

Spreadsheet. No less than three Business Days prior to Closing, the Company shall prepare and deliver to Acquirer a spreadsheet (the “"Spreadsheet”) in the 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 (in addition to the other required data and information specified therein), as of immediately prior to the Closing, and shall be updated by the Shareholders’ Agent, to the extent necessary, prior to any payment or release of funds to the Company Securityholders following the Closing: (a) the names of all Company Shareholders, Company Optionholders and Company Warrantholders, and their respective street and e-mail addresses (if available), telephone number (if available)addresses, Israeli identification number (if available), taxpayer identification numbers (if any) and (or any other than identification number registered in respect of Company Securityholders whose Company Options or Company Shares are held by the 102 Trustee in respect of which the bank information shall be that of the 102 Trustee) bank information (if available) (including the respective bank name and number, branch name and address, swift number, account number and other wire transfer information)Company’s shareholders register; (b) the number, class and series of Company Shares held by such Persons and the respective certificate numbers; (c) the number, class and series of Company Shares subject to, and if applicable, the exercise price per share in effect for, each Company Option and Company Warrant; (d) the number of shares of Parent Common Stock subject to the Assumed Optionsvesting status and schedule; (e) the vesting status, schedule and whether such Company Optionholder has delivered a duly executed Option Cancellation and Conversion Agreement to Acquirer with respect to Company Options and Unvested Company Shares; (f) for each Company Option that was exercised prior to the date of delivery of the Spreadsheet, (i) the Tax status of such Company Option and the shares acquired thereby under Section 422 of the Code, if applicable, or any applicable foreign Tax law, (ii) the date of such exercise and whether such Company Option was granted and is subject to Tax pursuant to Section 3(i) of the Ordinance or Section 102 of the Ordinance (and the applicable subsection of Section 102 of the Ordinance), Section 422 of the Code, or any applicable foreign Tax law; (gf) the calculation of the (i) Aggregate Consideration, (ii) the respective portion of the Aggregate Consideration, including the Adjustment Escrow Amount to be paid to each Company Series A Preferred Shares Aggregate Liquidation PreferenceShareholder, each Company Optionholder, and each Company Warrantholder (each such portion, the "Consideration Portion"), (iii) the Company Series A-1 Preferred Shares Aggregate Liquidation PreferenceA Shares, (iv) the Company Series A and Company Series A-1 Aggregate Preferred Shares Liquidation PreferenceB Shares, (v) the Fully-Diluted Company Series A C Shares, (vi) the Fully-Diluted Company Series A-1 D Shares, (vii) the Participating ConsiderationCompany Series E Shares, (viii) the Fully-Diluted Company Ordinary Shares, (ix) the Participating Per Share Payment Amount (including, in respect of the holders of Unvested Fully-Diluted Company Shares, the number of Unvested Company Shares and the Unvested Cash), (x) Company Series A Preferred the Ordinary Shares Per Share Payment Amount, (xi) Company Series A-1 Preferred Per Share Payment Amount, (xii) in respect of Company Employees who hold Unvested Company Options, the number of Assumed OptionsOption Cash Rights, and (xiiixii) each Indemnifying Party’s Pro Rata Share of the Adjustment Escrow Amount, the Indemnity Escrow Fund and the Shareholders’ Agent Expense Amount (expressed in both in dollars and as a percentage); and (hg) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirerinstructions.

Spreadsheet. No less than three Business Days prior to Closing, the The Company shall prepare and deliver to Acquirer Acquirer, in accordance with this Section ‎6.5, a spreadsheet (certified by the Company’s Chief Technology Officer) (the “Spreadsheet”) in the form and substance similar to Schedule ‎6.5 and reasonably satisfactory to Acquirer, 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 thereintherein and in this Agreement), as of immediately prior to the Closing: (a) the names of all Company Shareholders, Company Optionholders and Company Warrantholders, Securityholders and their respective street and e-mail addresses (if available), telephone number (if available), Israeli identification number (if available), taxpayer identification numbers (if any) and (other than in respect country and state of Company Securityholders whose Company Options or Company Shares are held by the 102 Trustee in respect of which the bank information shall be that of the 102 Trustee) bank information (if available) (including the respective bank name and number, branch name and address, swift number, account number and other wire transfer information)residence; (b) the number, class and series of Company Shares held by by, or subject to the Company Options held by, such Persons and and, in the case of outstanding shares, the respective certificate numbers; (c) the number, class and series number of Company Shares subject to, to and if applicable, the exercise price per share in effect for, for each Company Option and Company WarrantOption; (d) the number of shares of Parent Common Stock subject to the Assumed Options; (e) the vesting status, status and schedule and whether such Company Optionholder has delivered a duly executed Option Cancellation and Conversion Agreement to Acquirer with respect to Company Options and Unvested Company Shares; (fe) for each Company Option that was exercised prior to the date of delivery of the Spreadsheetearly exercised, (i) the Tax status of such Company Option and the shares acquired thereby under Section 422 of the Code, if applicable, or any applicable foreign Tax law, (ii) the date of such exercise and the applicable exercise price and whether each such Company Option was granted and is subject to Tax pursuant to Section 3(i) of the Israeli Income Tax Ordinance or Section 102 of the Israeli Income Tax Ordinance and the applicable subsection sub-section of Section 102 of the Israeli Income Tax Ordinance; (f) the calculation of each portion of the Aggregate Consideration and the allocation thereof between all Company Securityholders, and the Pro Rata Share of each Company Securityholder; (g) the calculation of the (i) Aggregate Considerationthe Company Net Working Capital (including: (A) the Company’s balance sheet as of the Closing prepared on a consistent basis with the Company Balance Sheet, (B) an itemized list of each element of the Company’s consolidated current assets and (C) an itemized list of each element of the Company’s consolidated total current liabilities), (ii) the Company Series A Preferred Shares Aggregate Liquidation PreferenceCash, (iii) any Transaction Expenses and the Company Series A-1 Preferred Shares Aggregate Liquidation PreferencePerson to whom such Transaction Expense is owed, (iv) an itemized list of each item of Company Series A Debt and the Person to whom such Company Series A-1 Aggregate Preferred Shares Liquidation PreferenceDebt is owed, and (v) the Fully-Diluted Company Series A Shares, (vi) the Fully-Diluted Company Series A-1 Shares, (vii) the Participating Consideration, (viii) the Fully-Diluted Company Shares, (ix) the Participating Per Share Payment Amount (including, in respect of the holders of Unvested Company Shares, the number of Unvested Company Shares and the Unvested Cash), (x) Company Series A Preferred Per Share Payment Amount, (xi) Company Series A-1 Preferred Per Share Payment Amount, (xii) in respect of Company Employees who hold Unvested Company Options, the number of Assumed Options, and (xiii) each Indemnifying Party’s Pro Rata Share of the Adjustment Escrow Amount, the Indemnity Escrow Fund and the Shareholders’ Agent Expense Amount (expressed in both in dollars and as a percentage); andClosing Net Working Capital Adjustment; (h) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer.