Common use of Spreadsheet Clause in Contracts

Spreadsheet. The Company shall prepare a spreadsheet (the ----------- "Spreadsheet") in form acceptable to Parent, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, all holders of Company Capital Stock and their respective addresses as reflected in the Company's records, the number of shares of Company Capital Stock held by such persons (including whether such shares are Company Common Stock, Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock or Class D Preferred Stock and the respective certificate numbers), the amount of Merger Consideration to be received by each holder, the amount of Merger Consideration to be deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which the Exchange Agent or Parent may reasonably request. The Company shall prepare a separate spreadsheet (the "Option Spreadsheet") in form acceptable to Parent, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, all holders of Company warrants, Company Options (to the extent such Company Options will be outstanding at the Effective Time) and shares of Company Restricted Stock, and their respective addresses, the number of shares of Company Capital Stock underlying each such Company Option and Company warrant, and the vesting arrangement with respect to such Company Options, Company warrants and Company Restricted Stock and such other information relevant thereto or which Parent may reasonably request.

Spreadsheet. The Company shall prepare and deliver to Acquirer a spreadsheet spreadsheet, in accordance with Section 5.13, (the ----------- "“Spreadsheet"”) in form acceptable and substance reasonably satisfactory to ParentAcquirer, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company dated as of the Closing Date and which shall separately listset forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (i) the names of all of the Company Securityholders and their respective addresses, all holders e-mail addresses and, where available, taxpayer identification numbers, (ii) the number and type of shares of Company Capital Stock and their respective addresses as reflected held by, or subject to the Company Options, Company RSUs or Company Warrants held by, such Company Securityholders and, in the Company's recordscase of outstanding shares, the respective certificate numbers, in each case before and after giving effect to the Conversion Election, (iii) the number of shares of Company Capital Stock held by subject to and the exercise price per share in effect for each Company Option and Company Warrant, (iv) the vesting status and schedule with respect to Company Options, Company RSUs and Company Warrants and Unvested Company Shares and terms of the Company’s rights to repurchase such persons Unvested Company Shares (including whether the Unvested Proceeds payable in respect of such shares are Unvested Company Shares and the per share repurchase price payable with respect thereto and the Unvested Warrant Proceeds payable in respect of Unvested Company Warrants), (v) for each Company Option that was early exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (vi) the calculation of the Fully-Diluted Common Stock, Class A Preferred StockCommon Per Share Cash Consideration, Class B Preferred StockCash-Out Per Share Consideration, Class C Preferred Aggregate Exercise Price, Common Per Share Stock or Class D Preferred Stock and Consideration, the respective certificate numbers)Cash-Out Amount, the amount of Merger Consideration to be received by each holderpaid for fractional shares pursuant to Section 1.3(h) and the Acquirer Stock Price, (vii) the amount calculation of Merger Consideration to be deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which the Exchange Agent or Parent may reasonably request. The Company shall prepare a separate spreadsheet (the "Option Spreadsheet") in form acceptable to Parent, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, all holders of Company warrants, Company Options (to the extent such Company Options will be outstanding at the Effective Time) aggregate cash amounts and shares of Acquirer Common Stock payable and issuable, respectively, to each such Converting Holder and Company Restricted StockWarrantholder pursuant to Sections 1.3(a)(i) and 1.3(a)(iii), respectively, and their respective addresseswhether Taxes will be required to be withheld therefrom, (viii) for each Company Optionholder, the number of shares of Company Capital Acquirer Common Stock underlying each such Company Option and Company warrant, subject to (and the exercise price per share in effect for) the Company Options, pursuant to Section 1.3(a)(ii), (ix) for each holder of Company RSUs, the number of shares of Acquirer Common Stock subject to the Company RSU, pursuant to Section 1.3(a)(ii), (x) the vesting arrangement schedule with respect to the shares of Acquirer Common Stock issuable to each Named Employee as set forth in the Vesting Agreement executed by such Named Employee, (xi) the calculation of each Converting Holder’s Pro Rata Share of the Escrow Amount (including cash and stock allocations thereof), (xii) for each Unvested Company OptionsShare, Company warrants confirmation that a proper and Company Restricted Stock timely Section 83(b) election has been filed with the appropriate taxing authorities, (xiii) the full list of designations and the Tax reporting information described in Section 1.3(a)(i)(D) together with the final calculations underlying such information and (xiv) a funds flow memorandum setting forth applicable wire transfer instructions and other information relevant thereto or which Parent may reasonably requestrequested by Acquirer.

Spreadsheet. The Company shall prepare a spreadsheet (the ----------- "Spreadsheet") in form acceptable deliver to Parent, not less than three (3) Business Days prior to the anticipated Closing Date, in a form reasonably satisfactory to Parent, a spreadsheet, which spreadsheet shall be complete and correct as of include the Closinginformation set forth below, and which shall be certified deliver to Parent (with a copy to the Holder Representative) (the “Spreadsheet”). (a) With respect to each Company Stockholder (other than a Company Stockholder that holds Unvested Company Shares in his capacity as complete and correct by such), (i) such Company Stockholder’s last known address and, if available to the Chief Executive Officer Company, social security number (or Chief Financial Officer of the Company as of the Closing and which shall separately listtax identification number, as of applicable); (ii) the Closingnumber, all holders of Company Capital Stock class and their respective addresses as reflected in the Company's records, the number of shares series of Company Capital Stock held by such persons Company Stockholder; (including whether such shares are Company Common Stock, Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock or Class D Preferred Stock and iii) the respective certificate numbers), number(s) representing such shares; (iv) respective date(s) of acquisition of such shares; (v) the amount portion of Merger the Closing Stock and Vested Option Consideration to be received by paid to such Company Stockholder at the Closing in respect of such shares; (vi) the portion of each holderof the Escrow Amount, the amount Specified Matter Escrow Amount and the Expense Fund represented by such Company Stockholder’s Pro Rata Share expressed as a Dollar amount; (vii) the portion of Merger the Year 1 Net Revenue Payment (expressed as a percentage) to be paid to such Company Stockholder in respect of such shares assuming payment thereof as set forth in Section 2.3; (viii) the portion of the Year 1 Milestone Payment (expressed as a percentage) to be paid to such Company Stockholder in respect of such shares assuming payment thereof as set forth in Section 2.3; (ix) the portion of the Year 2 Net Revenue Payment (expressed as a percentage) to be paid to such Company Stockholder in respect of such shares assuming payment thereof as set forth in Section 2.3; and (x) the portion of the Year 2 Milestone Payment (expressed as a percentage) to be paid to such Company Stockholder in respect of such shares assuming payment thereof as set forth in Section 2.3. (b) With respect to each holder of Unvested Company Shares, (i) such Person’s address and, if available to the Company, social security number (or tax identification number, as applicable); (ii) the number of Unvested Company Shares held by such Person; (iii) the respective certificate number(s) representing such shares; (iv) the respective date(s) of acquisition of such shares; (v) the vesting arrangement(s) with respect to such Unvested Company Shares; (vi) the portion of the Closing Stock and Vested Option Consideration to be deposited into paid to such holder pursuant to their vesting arrangement(s); (vii) the Escrow Fund on behalf of each holder, and such other information relevant thereto or which the Exchange Agent or Parent may reasonably request. The Company shall prepare a separate spreadsheet (the "Option Spreadsheet") in form acceptable to Parent, which spreadsheet shall be complete and correct as portion of the Closing, and which shall Year 1 Net Revenue Payment (expressed as a percentage) to be certified paid to such holder in respect of such shares assuming payment thereof as complete and correct by set forth in Section 2.3; (viii) the Chief Executive Officer or Chief Financial Officer portion of the Company Year 1 Milestone Payment (expressed as a percentage) to be paid to such holder in respect of such shares assuming payment thereof as set forth in Section 2.3; (ix) the portion of the Closing Year 2 Net Revenue Payment (expressed as a percentage) to be paid to such holder in respect of such shares assuming payment thereof as set forth in Section 2.3; and which shall separately list(x) the portion of the Year 2 Milestone Payment (expressed as a percentage) to be paid to such holder in respect of such shares assuming payment thereof as set forth in Section 2.3. (c) With respect to each holder of a Company Option, (i) such Person’s address and, if available to the Company, social security number (or tax identification number, as of the Closing, all holders of Company warrants, Company Options applicable); (to the extent such Company Options will be outstanding at the Effective Timeii) and shares of Company Restricted Stock, and their respective addresses, the number of shares of Company Capital Stock underlying each Company Option held by such Person; (iii) the respective exercise price per share of such Company Option and Options; (iv) the respective grant date(s) of such Company warrant, and Options; (v) the respective vesting arrangement arrangement(s) with respect to any Unvested Company Options; (vi) whether such Company Options are incentive stock options or non-qualified stock options (if applicable); (vii) in the case of Vested Company Options, the portion of the Aggregate Per Option Consideration to be paid to the holder at Closing; (viii) in the case of Vested Company warrants Options, the portion of the Escrow Amount, the Specified Matter Escrow Amount and the Expense Fund, represented by such Vested Optionholder’s Pro Rata Share expressed as a Dollar amount; (ix) in the case of Unvested Company Restricted Options, the portion of the Aggregate Per Unvested Option Consideration to be paid to the holder pursuant to their vesting arrangement(s); (x) such other relevant information that Parent or the Paying Agent may reasonably require; (xi) the portion of the Year 1 Net Revenue Payment (expressed as a percentage) to be paid to such holder in respect of such shares assuming payment thereof as set forth in Section 2.3; (xii) the portion of the Year 1 Milestone Payment (expressed as a percentage) to be paid to such holder in respect of such shares assuming payment thereof as set forth in Section 2.3; (xiii) the portion of the Year 2 Net Revenue Payment (expressed as a percentage) to be paid to such holder in respect of such shares assuming payment thereof as set forth in Section 2.3; and (xiv) the portion of the Year 2 Milestone Payment (expressed as a percentage) to be paid to such holder in respect of such shares assuming payment thereof as set forth in Section 2.3. (d) The Spreadsheet shall also set forth the calculation of the Total Consideration (and all components thereof) and the calculation of the Aggregate Per Option Consideration, Aggregate Per Unvested Option Consideration, Aggregate Strike Price Amount, Aggregate Employee Loan Amount, Closing As-Converted Common Stock, Closing Vested As-Converted Common Stock, Closing Fully Diluted Common Stock, Closing Per Share Consideration, Closing Stock and such other information relevant thereto or which Parent may reasonably requestVested Option Consideration, Acquisition Expenses (with the payee and amount of each element thereof), Estimated Closing Adjustment, Pro Rata Share, Maximum Stock Consideration, Unvested Option Consideration, Vested Option Consideration, Unvested Option Consideration Percentage, Vested Option Consideration Percentage, Per Unvested Option Consideration, Per Vested Option Consideration for each holder of Company Options, Per Unvested Share Consideration, Unadjusted Per Unvested Option Consideration, Unadjusted Per Vested Option Consideration, Unvested Share Consideration and Unvested Share Consideration Percentage.

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.14, a spreadsheet (the ----------- "“Spreadsheet"”) in form acceptable and substance reasonably satisfactory to ParentAcquirer, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company dated as of the Closing Date and which shall separately listset forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (i) the names of all the Converting Holders and their respective addresses and, all holders where available, taxpayer identification numbers, (ii) the number and type of shares of Company Capital Stock and their respective addresses as reflected held by, or subject to the Company Options or Company Warrants held by, such Converting Holders and, in the Company's recordscase of outstanding shares, where applicable, the respective certificate numbers, (iii) the number of shares of Company Capital Stock held by subject to and the exercise price per share in effect for each Company Option and Company Warrant, (iv) the vesting status and schedule with respect to Company Options and Company Warrants and Unvested Company Shares and terms of the Company’s rights to repurchase such persons Unvested Company Shares (including whether the per share repurchase price payable with respect thereto), (v) for each Company Option that was early exercised, the Tax status of each such shares are Company Common Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (vi) the calculation of Fully-Diluted Company Capital Stock, Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock or Class D Preferred Stock and (vii) the respective certificate numbers), the amount calculation of Merger Consideration to be received by each holder, the amount of Merger Consideration to be deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which the Exchange Agent or Parent may reasonably request. The Company shall prepare a separate spreadsheet (the "Option Spreadsheet") in form acceptable to Parent, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, all holders of Company warrants, Company Options (to the extent such Company Options will be outstanding at the Effective Time) aggregate cash amounts and shares of Company Restricted StockAcquirer Common Stock payable and issuable, respectively, to each such Converting Holder pursuant to Section 1.3(a) and their respective addressesthe total amount of Taxes to be withheld therefrom (including, if applicable, the number of shares of Acquirer Common Stock to be withheld), (viii) the calculation of each Converting Holder’s Escrow Pro Rata Share of the Escrow Amount and Extended Escrow Amount, (ix) the MRP Participant Cash Amount and MRP Participant Stock Amount for each MRP Participant, (x) the calculation of each MRP Participant’s Escrow Pro Rata Share of the Escrow Amount and Extended Escrow Amount, (xi) the amount of Accruing Dividends on the Company Capital Preferred Stock underlying each such Company Option between the Agreement Date and Company warrantthe Closing Date, and the vesting arrangement with respect to such Company Options, Company warrants (xii) a funds flow memorandum setting forth applicable wire transfer instructions and Company Restricted Stock and such other information relevant thereto or which Parent may reasonably requestrequested by Acquirer.

Spreadsheet. The Company shall prepare and deliver to Acquirer (in accordance with Section 5.13) a spreadsheet (the ----------- "“Spreadsheet"”) in the form acceptable provided by Acquirer prior to Parentthe Closing and reasonably satisfactory to Acquirer, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company dated as of the Closing Date and which shall separately listset forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing, : (i) the names of all holders of Company Capital Stock the Converting Holders and their respective addresses as reflected in the Company's recordsand, where available, taxpayer identification numbers, (ii) the number and type of shares of Company Capital Stock held by such persons Converting Holders and, in the case of certificated shares, the respective certificate numbers, (iii) the vesting status and schedule with respect to Unvested Company Shares and terms of the Company’s rights to repurchase such Unvested Company Shares (including whether such shares are the per share repurchase price payable with respect thereto), (iv) the calculation of Fully-Diluted Company Common Stock, Class A Preferred StockCommon Per Share Cash Consideration, Class B Preferred Stock, Class C Preferred Common Per Share Stock or Class D Preferred Stock Consideration and the respective certificate numbers)Acquirer Closing Stock Price, (v) the amount calculation of Merger Consideration to be received by each holder, the amount of Merger Consideration to be deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which the Exchange Agent or Parent may reasonably request. The Company shall prepare a separate spreadsheet (the "Option Spreadsheet") in form acceptable to Parent, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, all holders of Company warrants, Company Options (to the extent such Company Options will be outstanding at the Effective Time) aggregate cash amounts and shares of Company Restricted StockAcquirer Common Stock payable and issuable, respectively, to each Converting Holder pursuant to Section 1.3(a) and their respective addressesthe total amount of Taxes to be withheld therefrom (including, if applicable, the number of shares of Company Capital Acquirer Common Stock underlying each such Company Option and Company warrantto be withheld), and (vi) the vesting arrangement schedule, if any, with respect to the shares of Acquirer Common Stock issuable to each such Company OptionsConverting Holder pursuant to Section 1.3(a), Company warrants as set forth in the Equity Agreement or Benefits Amendment, as applicable, executed by such Converting Holder and Company Restricted Stock (vii) the calculation of each Converting Holder’s Pro Rata Share of the Cash Escrow Amount and such other information relevant thereto or which Parent may reasonably requestthe Expense Fund Amount (expressed as a dollar amount and as a percentage).

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.13, a spreadsheet (the ----------- "“Spreadsheet"”) in form acceptable and substance reasonably satisfactory to ParentAcquirer, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company dated as of the Closing Date and which shall separately listset 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 holders of the Company Securityholders and their respective last addresses and e-mail addresses on record; (b) the number and type of shares of Company Capital Stock held by all Company Stockholders (on a certificate-by-certificate basis and their respective addresses as reflected in the Company's records, including certificate numbers and whether such shares are represented by Certificates); (c) the number of shares of Company Capital Stock held by such persons subject to and the exercise price per share in effect for each Company Option and each Company Warrant; (d) the vesting status and schedule (including whether such shares are the vesting commencement date and any acceleration provisions) with respect to each Company Common Stock, Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock or Class D Preferred Stock and the respective certificate numbers)Option; (e) for each Company Option that was early exercised, the amount Tax status of Merger Consideration to be received by each holder, the amount of Merger Consideration to be deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which the Exchange Agent or Parent may reasonably request. The Company shall prepare a separate spreadsheet (the "Option Spreadsheet") in form acceptable to Parent, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, all holders of Company warrants, Company Options (to the extent such Company Options will be outstanding at the Effective Time) and shares of Company Restricted Stock, and their respective addresses, the number of shares of Company Capital Stock underlying each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price; (f) the calculation of Fully Diluted Company warrantCommon Stock and Amount Per Share; (g) the calculation of aggregate cash amounts payable to each such Company Securityholder pursuant to Section 1.3(a) and the total amount of Taxes to be withheld therefrom; (h) the calculation of each Converting Holder’s Pro Rata Share of the Escrow Amount (in both dollar and percentage terms); (i) the portion of the Merger Consideration payable to each Holdback Employee that is subject to a Holdback Agreement, the vesting schedule applicable to such consideration and the amount of consideration to be paid on each applicable vesting date; (j) the total amount subject to any promissory note (including any applicable accrued interest) tendered to the Company for payment of the exercise price and applicable taxes in connection with the exercise of any Company Option as set forth in the Offer Letters of certain Named Employees, and the vesting arrangement corresponding amount to be repaid with respect to such Company Options, Company warrants and Company Restricted Stock and such Merger Consideration; and (k) a funds flow memorandum setting forth other information relevant thereto or which Parent may reasonably requestrequested by Acquirer.

Spreadsheet. The Company shall prepare and deliver to Acquirer, at or prior to the Closing, a spreadsheet (in a form to be supplied by Acquirer to the ----------- "Spreadsheet") in form acceptable to ParentCompany, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company dated as of the Closing Date and which shall separately listset forth, as of the ClosingClosing Date and immediately prior to the Effective Time, (i) the names of all holders of Company Capital Stock Options and Unvested Company Shares and their respective addresses as reflected and where available, taxpayer identification numbers, (ii) the number of shares of Company Common Stock subject to Company Options and the number of Unvested Company Shares held by such Persons, (iii) the exercise price per share in effect for each Company Option immediately prior to the Effective Time, (iv) the vesting status and schedule with respect to each Company Option and the Unvested Company Shares held by each holder thereof (including the repurchase price payable per share with respect to each such Unvested Company Share), (v) with respect to Unvested Company Shares held by each stockholder of the Company's records, the aggregate amount of Unvested Cash payable with respect to such Unvested Company Shares and the vesting schedule for such Unvested Cash, (vi) the Tax status of each Company Option under Section 422 of the Code, (vii) with respect to each Continuing Employee holding Company Options, the number of shares of Acquirer Common Stock issuable upon exercise of the Assumed Options issued by Acquirer in substitution of such Company Capital Stock held by such persons (including whether such shares are Company Common Stock, Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock or Class D Preferred Stock Options and the respective certificate numbers)per share exercise price thereof, and (viii) with respect to each other holder of Company Options, the amount of Merger Consideration cash payable by Acquirer to be received by each such holder, if any, pursuant to Section 1.10 hereof (such spreadsheet is referred to throughout as the amount “Spreadsheet”). A draft of Merger Consideration to be deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which the Exchange Agent or Parent may reasonably request. The Company shall prepare a separate spreadsheet (the "Option Spreadsheet") in form acceptable to Parent, which spreadsheet Spreadsheet shall be complete and correct as provided by the Company to Acquirer not later than five Business Days prior to the proposed date of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, all holders of Company warrants, Company Options (to the extent such Company Options will be outstanding at the Effective Time) and shares of Company Restricted Stock, and their respective addresses, the number of shares of Company Capital Stock underlying each such Company Option and Company warrant, and the vesting arrangement with respect to such Company Options, Company warrants and Company Restricted Stock and such other information relevant thereto or which Parent may reasonably request.

Spreadsheet. The Company shall prepare and deliver to Acquirer a spreadsheet (the ----------- "“Spreadsheet"”) in form acceptable and substance reasonably satisfactory to ParentAcquirer, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company dated as of the Closing Date and which shall separately listset forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (i) the names of all of the Converting Holders and their respective addresses, all holders e-mail addresses and, where available, taxpayer identification numbers, (ii) the number and type of shares of Company Capital Stock and their respective addresses as reflected held by, or subject to the Company Options or Company Warrants held by, such Converting Holders and, in the Company's recordscase of outstanding shares, the respective certificate numbers, (iii) the number of shares of Company Capital Stock held by subject to and the exercise price per share in effect for each Company Option and Company Warrant, (iv) 41 the vesting status and schedule with respect to Company Options and Company Warrants and Unvested Company Shares and terms of the Company’s rights to repurchase such persons Unvested Company Shares (including whether the per share repurchase price payable with respect thereto), (v) for each Company Option that was early exercised, the Tax status of each such shares are Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (vi) the calculation of Fully-Diluted Company Common Stock, Class A Preferred StockCommon Per Share Consideration and Aggregate Exercise Price, Class B Preferred Stock, Class C Preferred Stock or Class D Preferred Stock and (vii) the respective certificate numberscalculation of aggregate cash amounts payable to each such Converting Holder pursuant to Section 1.3(a)(i), the amount Section 1.3(a)(ii) or Section 1.3(a)(v) and (viii) a funds flow memorandum setting forth applicable wire transfer instructions for each holder of Merger Consideration to be received by each holder, the amount of Merger Consideration to be deposited into the Escrow Fund on behalf of each holder, Company Debt and such other information relevant thereto or which the Exchange Agent or Parent may reasonably request. The Company shall prepare a separate spreadsheet (the "Option Spreadsheet") in form acceptable to Parent, which spreadsheet shall be complete and correct Transaction Expenses that are incurred but unpaid as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, all holders of Company warrants, Company Options (to the extent such Company Options will be outstanding at the Effective Time) and shares of Company Restricted Stock, and their respective addresses, the number of shares of Company Capital Stock underlying each such Company Option and Company warrant, and the vesting arrangement with respect to such Company Options, Company warrants and Company Restricted Stock and such other information relevant thereto or which Parent may reasonably request.

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with this Section ‎6.5, a spreadsheet (certified by the ----------- "Company’s Chief Technology Officer) (the “Spreadsheet"”) in form acceptable and substance similar to ParentSchedule ‎6.5 and reasonably satisfactory to Acquirer, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company dated as of the Closing Date and which shall separately listset forth all of the following information (in addition to the other required data and information specified therein and in this Agreement), as of immediately prior to the Closing, : (a) the names of all holders of Company Capital Stock Securityholders and their respective e-mail addresses as reflected and country and state of residence; (b) the number, class and series of Company Shares held by, or subject to the Company Options held by, such Persons and, in the Company's recordscase of outstanding shares, the number of shares of Company Capital Stock held by such persons (including whether such shares are Company Common Stock, Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock or Class D Preferred Stock and the respective certificate numbers); (c) the number of Company Shares subject to and the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to Company Options and Unvested Company Shares (e) for each Company Option that was early exercised, the amount date of Merger Consideration such exercise and the applicable exercise price and whether each such Company Option was granted and is subject to be received by each holder, Tax pursuant to Section 3(i) of the amount Israeli Income Tax Ordinance or Section 102 of Merger Consideration to be deposited into the Escrow Fund on behalf Israeli Income Tax Ordinance and the applicable sub-section of Section 102 of the Israeli Income Tax Ordinance; (f) the calculation of each holderportion of the Aggregate Consideration and the allocation thereof between all Company Securityholders, and such other information relevant thereto or which the Exchange Agent or Parent may reasonably request. The Pro Rata Share of each Company shall prepare a separate spreadsheet Securityholder; (g) the "Option Spreadsheet"calculation of (i) in form acceptable to Parent, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company Net Working Capital (including: (A) the Company’s balance sheet as of the Closing and which shall separately listprepared on a consistent basis with the Company Balance Sheet, as (B) an itemized list of each element of the ClosingCompany’s consolidated current assets and (C) an itemized list of each element of the Company’s consolidated total current liabilities), all holders (ii) Company Cash, (iii) any Transaction Expenses and the Person to whom such Transaction Expense is owed, (iv) an itemized list of each item of Company warrants, Company Options (Debt and the Person to the extent whom such Company Options will be outstanding at the Effective Time) and shares of Company Restricted StockDebt is owed, and their respective addresses, (v) the number of shares of Company Closing Net Working Capital Stock underlying each such Company Option Adjustment; (h) a funds flow memorandum setting forth applicable wire transfer instructions and Company warrant, and the vesting arrangement with respect to such Company Options, Company warrants and Company Restricted Stock and such other information relevant thereto or which Parent may reasonably requestrequested by Acquirer.

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.12, a spreadsheet (the ----------- "“Spreadsheet") ”), in form acceptable and substance reasonably satisfactory to ParentAcquirer, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company dated as of the Closing Date and which shall separately listset forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (a) the names of all of the Converting Holders, all holders Company Optionholders and Company Warrantholders and their respective addresses of record and e-mail addresses, (b) the number and type of shares of Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Converting Holders, Company Optionholders and their respective addresses as reflected Company Warrantholders and, in the Company's recordscase of outstanding shares, the respective certificate numbers, (c) the number of shares of Company Capital Stock held by subject to, the exercise price per share and the expiration date in effect for each Company Option and Company Warrant, (d) the vesting status and schedule with respect to Company Options and Company Warrants and Unvested Company Shares and terms of the Company’s rights to repurchase such persons Unvested Company Shares (including whether the per share repurchase price payable with respect thereto), (e) the intended Tax status of each such shares are Company Common StockOption under Section 422 of the Code, Class A Preferred Stock(f) for each Company Option that was early exercised, Class B Preferred Stock, Class C Preferred Stock or Class D Preferred Stock the date of such exercise and the respective certificate numbers)applicable exercise price, (g) the amount calculation of Merger Consideration to be received by each holderAdjusted Purchase Price, (h) the amount calculation of Merger Consideration to be deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which the Exchange Agent or Parent may reasonably request. The Company shall prepare a separate spreadsheet (the "Option Spreadsheet") in form acceptable to Parent, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, all holders of Company warrants, Company Options (to the extent such Company Options will be outstanding at the Effective Time) and shares of Company Restricted Stock, and their respective addresses, the number of shares of Acquirer Common Stock issuable to each Converting Securityholder pursuant to Section 1.3(a), (i) the calculation of the number of shares of Acquirer Common Stock issuable to each holder of Convertible Notes, (j) the calculation of each Converting Securityholder’s proportional share of the Holdback Stock Consideration and Expense Fund, (k) the calculation of each Converting Securityholder’s Pro Rata Share and (l) a funds flow memorandum setting forth applicable wire transfer instructions for the Company Capital Stock underlying each such and any Company Option Debt and Company warrantTransaction Expenses, and the vesting arrangement with respect to such Company Options, Company warrants and Company Restricted Stock and such other information relevant thereto or which Parent may reasonably requestas applicable.

Spreadsheet. The Company shall prepare and deliver to Acquirer a spreadsheet (the ----------- "“Spreadsheet"”) in form acceptable and substance reasonably satisfactory to ParentAcquirer, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company dated as of the Closing Date and which shall separately listset forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (i) the names of all of the Converting Holders and their respective addresses, all holders e-mail addresses and, where available, taxpayer identification numbers, (ii) the number and type of shares of Company Capital Stock and their respective addresses as reflected held by, or subject to the Company Options or Company Warrants held by, such Converting Holders and, in the Company's recordscase of outstanding shares, the respective certificate numbers, (iii) the number of shares of Company Capital Stock held by subject to and the exercise price per share in effect for each Company Option and Company Warrant, (iv) the vesting status and schedule with respect to Company Options and Company Warrants and Unvested Company Shares and terms of the Company’s rights to repurchase such persons Unvested Company Shares (including whether the per share repurchase price payable with respect thereto), (v) for each Company Option that was early exercised, the Tax status of each such shares are Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (vi) the calculation of Fully-Diluted Company Common Stock, Class A Preferred StockCommon Per Share Consideration and Aggregate Exercise Price, Class B Preferred Stock, Class C Preferred Stock or Class D Preferred Stock and (vii) the respective certificate numberscalculation of aggregate cash amounts payable to each such Converting Holder pursuant to Section 1.3(a)(i), the amount Section 1.3(a)(ii) or Section 1.3(a)(v) and (viii) a funds flow memorandum setting forth applicable wire transfer instructions for each holder of Merger Consideration to be received by each holder, the amount of Merger Consideration to be deposited into the Escrow Fund on behalf of each holder, Company Debt and such other information relevant thereto or which the Exchange Agent or Parent may reasonably request. The Company shall prepare a separate spreadsheet (the "Option Spreadsheet") in form acceptable to Parent, which spreadsheet shall be complete and correct Transaction Expenses that are incurred but unpaid as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, all holders of Company warrants, Company Options (to the extent such Company Options will be outstanding at the Effective Time) and shares of Company Restricted Stock, and their respective addresses, the number of shares of Company Capital Stock underlying each such Company Option and Company warrant, and the vesting arrangement with respect to such Company Options, Company warrants and Company Restricted Stock and such other information relevant thereto or which Parent may reasonably request.

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.14, a spreadsheet (the ----------- "“Spreadsheet"”) in form acceptable and substance reasonably satisfactory to ParentAcquirer, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company dated as of the Closing Date and which shall separately listset forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (i) the names of all of the Converting Holders and their respective addresses and e-mail addresses, all holders (ii) the number and type of shares of Company Capital Stock and their respective addresses as reflected held by, or subject to the Company Options or Company Notes held by, such Converting Holders and, in the Company's recordscase of outstanding shares, the respective certificate numbers, (iii) the number of shares of Company Capital Stock held by subject to and the exercise price per share in effect for each Company Option and the principal amount and accrued interest payable under each Company Note, (iv) the vesting status and schedule with respect to Company Options, (v) for each Company Option that was early exercised, the Tax status of each such persons Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (including whether such shares are vi) the calculation of Fully-Diluted Company Common Stock, Class A Preferred StockCommon Per Share Consideration, Class B Preferred StockAggregate Exercise Price, Class C Preferred Stock (vii) the calculation of aggregate cash amounts payable (before withholding Taxes) to each such Converting Holder pursuant to Section 1.3(a)(i) and Section 1.3(a)(ii) or, with respect to any Promised Optionholder, the aggregate cash amounts payable to such Promised Optionholder (before withholding Taxes) pursuant to the terms set forth in his or Class D Preferred Stock her Promised Option Waiver delivered to Acquirer at or prior to the Closing (such amounts in the aggregate for all Promised Optionholders, the “Promised Option Payments”), the total amount of payroll Taxes to be withheld from the portion of Option Payments and Promised Option Payments payable as of the Closing (after taking into account of the withholding of the Holdback Amount and the respective certificate numbersExpense Fund Amount), and in the case of Company Optionholders, whether the Company Optionholder is an Employee Optionholder or a Non-Employee Optionholder and in the case of Promised Optionholders, whether a Promised Optionholder is an Employee Promised Optionholder or a Non-Employee Promised Optionholder, (viii) the vesting schedule with respect to the aggregate cash amounts payable to each Key Employee pursuant to Section 1.3(a), as set forth in the Vesting Agreement executed by such Key Employee, (ix) the calculation of each Converting Holder’s Pro Rata Share of the Holdback Amount (including with respect to each Key Employee, the amount of Merger Consideration to be received Revested Cash that is contributed by each holder, the amount of Merger Consideration to be deposited such Key Employee into the Escrow Holdback Fund on behalf of each holderand the vesting schedule thereof) and the Expense Fund Amount, (x) a funds flow memorandum setting forth applicable wire transfer instructions and such other information relevant thereto or which the Exchange Agent or Parent may reasonably request. The Company shall prepare a separate spreadsheet requested by Acquirer and (the "Option Spreadsheet"xi) in form acceptable to Parent, which spreadsheet shall be complete and correct as for each share of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, all holders of Company warrants, Company Options (to the extent such Company Options will be outstanding at the Effective Time) and shares of Company Restricted Stock, and their respective addresses, the number of shares of Company Capital Stock underlying each such Company Option and Company warrantthat constitutes a “covered security” under Section 6045(g) of the Code, and all information necessary to satisfy the vesting arrangement cost basis reporting requirements with respect to such Company OptionsCapital Stock, Company warrants including the cost basis and Company Restricted Stock and the date of acquisition of such other information relevant thereto or which Parent may reasonably requestshares.