Common use of Spreadsheet Clause in Contracts

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.12, a spreadsheet (the “Spreadsheet”) in the form provided by Acquirer prior to the Closing and reasonably acceptable 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 the Company Stockholders and Company Optionholders and their respective addresses, e-mail addresses and taxpayer identification numbers, (b) the number of shares of Company Capital Stock held by such Company Stockholder, (c) the number of shares of Company Capital Stock subject to each option held by each such Company Optionholders, (d) the calculation of the Merger Consideration, Indebtedness (including the EIDL Loan Balance and PPP Escrow Amount), Transaction Expenses, the amount, if any, by which the Closing Net Working Capital Target exceeds Company Net Working Capital as set forth in the Company Closing Financial Certificate (which may be a negative number), Adjustment Amount, Stock Consideration, Cash Consideration, Per Unit Cash Consideration and Per Unit Stock Consideration, (e) the calculation of aggregate cash amounts and number of shares of Acquirer Common Stock payable and issuable, respectively, to each such Company Stockholder pursuant to Section 1.3(a), and Company Optionholder pursuant to Section 1.3(b), and the total amount of Taxes to be withheld therefrom (including, if applicable, the number of shares of Acquirer Common Stock to be withheld), and (f) the calculation of each Contributing Equityholder’s Pro Rata Share of the Escrow Amount (including the portion of the PPP Escrow Amount and the Indemnity Escrow Amount).

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.125.13, a spreadsheet (the “Spreadsheet”) in the form provided by Acquirer prior to the Closing and substance reasonably acceptable 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 the Company Stockholders and Company Optionholders Securityholders and their respective addresses, last addresses and e-mail addresses and taxpayer identification numbers, 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 including certificate numbers and whether such Company Stockholder, shares are represented by Certificates); (c) the number of shares of Company Capital Stock subject to and the exercise price per share in effect for each option held by Company Option and each such Company Optionholders, Warrant; (d) the calculation of the Merger Consideration, Indebtedness vesting status and schedule (including the EIDL Loan Balance vesting commencement date and PPP Escrow Amount), Transaction Expensesany acceleration provisions) with respect to each Company Option; (e) for each Company Option that was early exercised, the amountTax status of each such Company Option under Section 422 of the Code, if any, by which the Closing Net Working Capital Target exceeds date of such exercise and the applicable exercise price; (f) the calculation of Fully Diluted Company Net Working Capital as set forth in the Company Closing Financial Certificate Common Stock and Amount Per Share; (which may be a negative number), Adjustment Amount, Stock Consideration, Cash Consideration, Per Unit Cash Consideration and Per Unit Stock Consideration, (eg) the calculation of aggregate cash amounts and number of shares of Acquirer Common Stock payable and issuable, respectively, to each such Company Stockholder Securityholder pursuant to Section 1.3(a), and Company Optionholder pursuant to Section 1.3(b), ) and the total amount of Taxes to be withheld therefrom therefrom; (including, if applicable, the number of shares of Acquirer Common Stock to be withheld), and (fh) the calculation of each Contributing EquityholderConverting Holder’s Pro Rata Share of the Escrow Amount (including in both dollar and percentage terms); (i) the portion of the PPP Escrow Amount Merger Consideration payable to each Holdback Employee that is subject to a Holdback Agreement, the vesting schedule applicable to such consideration and the Indemnity Escrow Amount)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 corresponding amount to be repaid with Merger Consideration; and (k) a funds flow memorandum setting forth other information reasonably requested by Acquirer.

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.125.14, a spreadsheet (the “Spreadsheet”) in the form provided by Acquirer prior to the Closing and substance reasonably acceptable 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 of the Company Stockholders and Company Optionholders Converting Holders and their respective addresses, addresses and e-mail addresses and taxpayer identification numbersaddresses, (bii) the number and type of shares of Company Capital Stock held by by, or subject to the Company Options or Company Notes held by, such Company StockholderConverting Holders and, in the case of outstanding shares, the respective certificate numbers, (ciii) the number of shares of Company Capital Stock subject to and the exercise price per share in effect for each option held by 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 Company OptionholdersOption under Section 422 of the Code, the date of such exercise and the applicable exercise price, (dvi) the calculation of the Merger Fully-Diluted Company Common Stock, Common Per Share Consideration, Indebtedness (including the EIDL Loan Balance and PPP Escrow Amount), Transaction Expenses, the amount, if any, by which the Closing Net Working Capital Target exceeds Company Net Working Capital as set forth in the Company Closing Financial Certificate (which may be a negative number), Adjustment Amount, Stock Consideration, Cash Consideration, Per Unit Cash Consideration and Per Unit Stock ConsiderationAggregate Exercise Price, (evii) the calculation of aggregate cash amounts and number of shares of Acquirer Common Stock payable and issuable, respectively, (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 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 Expense Fund Amount), and in the case of Company Stockholder 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), and Company Optionholder pursuant to Section 1.3(b)as set forth in the Vesting Agreement executed by such Key Employee, and the total amount of Taxes to be withheld therefrom (including, if applicable, the number of shares of Acquirer Common Stock to be withheld), and (fix) the calculation of each Contributing EquityholderConverting Holder’s Pro Rata Share of the Escrow Holdback Amount (including with respect to each Key Employee, the portion amount of Revested Cash that is contributed by such Key Employee into the Holdback Fund and the vesting schedule thereof) and the Expense Fund Amount, (x) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer and (xi) for each share of outstanding Company Capital Stock that constitutes a “covered security” under Section 6045(g) of the PPP Escrow Amount Code, all information necessary to satisfy the cost basis reporting requirements with respect to such Company Capital Stock, including the cost basis and the Indemnity Escrow Amount)date of acquisition of such shares.

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.125.14, a spreadsheet (the “Spreadsheet”) in the form provided by Acquirer prior to the Closing and substance reasonably acceptable 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 the Company Stockholders and Company Optionholders Converting Holders and their respective addressesaddresses and, e-mail addresses and where available, taxpayer identification numbers, (bii) the number and type of shares of Company Capital Stock held by by, or subject to the Company Options or Company Warrants held by, such Company StockholderConverting Holders and, in the case of outstanding shares, where applicable, the respective certificate numbers, (ciii) the number of shares of Company Capital Stock subject to and the exercise price per share in effect for each option held by 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 Unvested Company Shares (including the per share repurchase price payable with respect thereto), (v) for each Company Option that was early exercised, the Tax status of each such Company OptionholdersOption under Section 422 of the Code, the date of such exercise and the applicable exercise price, (dvi) the calculation of the Merger Consideration, Indebtedness (including the EIDL Loan Balance and PPP Escrow Amount), Transaction Expenses, the amount, if any, by which the Closing Net Working Fully-Diluted Company Capital Target exceeds Company Net Working Capital as set forth in the Company Closing Financial Certificate (which may be a negative number), Adjustment Amount, Stock Consideration, Cash Consideration, Per Unit Cash Consideration and Per Unit Stock ConsiderationStock, (evii) the calculation of aggregate cash amounts and number of shares of Acquirer Common Stock payable and issuable, respectively, to each such Company Stockholder Converting Holder pursuant to Section 1.3(a), and Company Optionholder pursuant to Section 1.3(b), ) and the total amount of Taxes to be withheld therefrom (including, if applicable, the number of shares of Acquirer Common Stock to be withheld), and (fviii) the calculation of each Contributing EquityholderConverting Holder’s Escrow Pro Rata Share of the Escrow Amount and Extended Escrow Amount, (including ix) the portion 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 PPP Escrow Amount and the Indemnity Extended Escrow Amount), (xi) the amount of Accruing Dividends on the Company Preferred Stock between the Agreement Date and the Closing Date, and (xii) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer.

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.12, Parent and the Exchange Agent a spreadsheet (the “Spreadsheet”) in the a form provided by Acquirer prior to the Closing and reasonably acceptable to AcquirerParent, which spreadsheet shall be dated certified as complete and correct by the Chief Executive 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), include as of immediately prior to the Closing: (ai) the names of all the Company Stockholders and Company Optionholders Shareholders and their respective addresses, e-mail addresses and taxpayer identification numbersindicating whether such holder is a current or former employee of the Company, (b) or not; the number of shares of Company Capital Stock held by such persons (including whether such shares are Company StockholderCommon Stock or Company Series A Preferred Stock, the respective certificate numbers; the date of acquisition of such shares; the formulas for the calculation of the percentage of Total Closing Cash Consideration, Total CY12 Earnout Consideration, Total CY13 Earnout Consideration and any Escrow Release to be paid to such holder; and such other information relevant thereto or which Parent or the Exchange Agent may reasonably request; (cii) all holders of Company Vested Options and their respective addresses, indicating whether each such holder is a current or former employee of the Company or not; the number of shares of Company Capital Common Stock subject to each option held by underlying each such Company Optionholders, (d) Vested Option; the grant dates of such Company Vested Options and the vesting arrangement with respect to such Company Vested Options and indicating the strike price for each Company Vested Option; whether such Company Vested Options are incentive stock options or non-qualified stock options; the formulas for the calculation of the Merger Consideration, Indebtedness (including the EIDL Loan Balance and PPP Escrow Amount), Transaction Expenses, the amount, if any, by which the portion of Total Closing Net Working Capital Target exceeds Company Net Working Capital as set forth in the Company Closing Financial Certificate (which may be a negative number), Adjustment Amount, Stock Consideration, Cash Consideration, Per Unit Cash Total CY12 Earnout Consideration, Total CY13 Earnout Consideration and Per Unit Stock Consideration, any Escrow Release to be paid with respect to such Company Option; and such other information relevant thereto or which Parent may reasonably request; (eiii) the Parent Common Stock due to such Effective Time Holders pursuant to the Stock Consideration Agreements; and (iv) the formulas for calculation of aggregate cash amounts and number of shares of Acquirer Common Stock payable and issuable, respectively, the Banker Contingent Fees. The Company shall deliver the Spreadsheet on or prior to each such Company Stockholder pursuant the date three (3) Business Days prior to Section 1.3(a), and Company Optionholder pursuant to Section 1.3(b), and the total amount of Taxes to be withheld therefrom (including, if applicable, the number of shares of Acquirer Common Stock to be withheld), and (f) the calculation of each Contributing Equityholder’s Pro Rata Share of the Escrow Amount (including the portion of the PPP Escrow Amount and the Indemnity Escrow Amount)Closing Date.

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.12, a spreadsheet (the “Spreadsheet”) ), in the form provided by Acquirer prior to the Closing and substance reasonably acceptable 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 the Company Stockholders and Converting Holders, Company Optionholders and Company Warrantholders and their respective addresses, addresses of record and e-mail addresses and taxpayer identification numbersaddresses, (b) the number and type of shares of Company Capital Stock held by by, or subject to the Company Options or Company Warrants held by, such Converting Holders, Company StockholderOptionholders and Company Warrantholders and, in the case of outstanding shares, the respective certificate numbers, (c) the number of shares of Company Capital Stock subject to to, the exercise price per share and the expiration date in effect for each option held by each such Company OptionholdersOption and Company Warrant, (d) the calculation vesting status and schedule with respect to Company Options and Company Warrants and Unvested Company Shares and terms of the Merger Consideration, Indebtedness Company’s rights to repurchase such Unvested Company Shares (including the EIDL Loan Balance and PPP Escrow Amountper share repurchase price payable with respect thereto), Transaction Expenses, the amount, if any, by which the Closing Net Working Capital Target exceeds Company Net Working Capital as set forth in the Company Closing Financial Certificate (which may be a negative number), Adjustment Amount, Stock Consideration, Cash Consideration, Per Unit Cash Consideration and Per Unit Stock Consideration, (e) the calculation intended Tax status of aggregate cash amounts and number of shares of Acquirer Common Stock payable and issuable, respectively, to each such Company Stockholder pursuant to Option under Section 1.3(a)422 of the Code, and (f) for each Company Optionholder pursuant to Section 1.3(b)Option that was early exercised, the date of such exercise and the total amount applicable exercise price, (g) the calculation of Taxes to be withheld therefrom Adjusted Purchase Price, (including, if applicable, h) the calculation of the number of shares of Acquirer Common Stock issuable to be withheldeach Converting Securityholder pursuant to Section 1.3(a), and (fi) the calculation of the number of shares of Acquirer Common Stock issuable to each holder of Convertible Notes, (j) the calculation of each Contributing EquityholderConverting Securityholder’s proportional share of the Holdback Stock Consideration and Expense Fund, (k) the calculation of each Converting Securityholder’s Pro Rata Share of and (l) a funds flow memorandum setting forth applicable wire transfer instructions for the Escrow Amount (including the portion of the PPP Escrow Amount Company and the Indemnity Escrow Amount)any Company Debt and Transaction Expenses, as applicable.

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.12at or prior to the Closing, a spreadsheet (the “Spreadsheet”) in the a form provided to be supplied by Acquirer prior to the Closing and reasonably acceptable to AcquirerCompany, 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)forth, as of the Closing Date and immediately prior to the Closing: Effective Time, (ai) the names of all the holders of Company Stockholders Options and Unvested Company Optionholders Shares and their respective addresses, e-mail addresses and where available, taxpayer identification numbers, (bii) the number of shares of Company Capital Common Stock subject to Company Options and the number of Unvested Company Shares held by such Company StockholderPersons, (ciii) the number of shares of exercise price per share in effect for each Company Capital Stock subject Option immediately prior to the Effective Time, (iv) the vesting status and schedule with respect to each option Company Option and the Unvested Company Shares held by each such Company Optionholders, (d) the calculation of the Merger Consideration, Indebtedness holder thereof (including the EIDL Loan Balance and PPP Escrow Amount), Transaction Expenses, the amount, if any, by which the Closing Net Working Capital Target exceeds Company Net Working Capital as set forth in the Company Closing Financial Certificate (which may be a negative number), Adjustment Amount, Stock Consideration, Cash Consideration, Per Unit Cash Consideration and Per Unit Stock Consideration, (e) the calculation of aggregate cash amounts and number of shares of Acquirer Common Stock repurchase price payable and issuable, respectively, per share with respect to each such Unvested Company Stockholder pursuant to Section 1.3(aShare), and (v) with respect to Unvested Company Optionholder pursuant Shares held by each stockholder of the Company, the aggregate amount of Unvested Cash payable with respect to Section 1.3(b), such Unvested Company Shares and the total amount vesting schedule for such Unvested Cash, (vi) the Tax status of Taxes each Company Option under Section 422 of the Code, (vii) with respect to be withheld therefrom (including, if applicableeach Continuing Employee holding Company Options, the number of shares of Acquirer Common Stock to be withheld)issuable upon exercise of the Assumed Options issued by Acquirer in substitution of such Company Options and the per share exercise price thereof, and (fviii) with respect to each other holder of Company Options, the calculation amount of each Contributing Equityholder’s Pro Rata Share cash payable by Acquirer to such holder, if any, pursuant to Section 1.10 hereof (such spreadsheet is referred to throughout as the “Spreadsheet”). A draft of the Escrow Amount (including Spreadsheet shall be provided by the portion Company to Acquirer not later than five Business Days prior to the proposed date of the PPP Escrow Amount and the Indemnity Escrow Amount)Closing.

Spreadsheet. The Parent and Company shall prepare and deliver to AcquirerAcquiror, in accordance with Section 5.12at or prior to the Closing, a spreadsheet Spreadsheet in form reasonably acceptable to Acquiror (the “Spreadsheet”) in the form provided by Acquirer prior to the Closing and reasonably acceptable 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 ClosingEffective Time: (a) the names of all the Company Stockholders Stockholders, Company Optionholders, Company Lenders and Company Optionholders Parent Members and their respective addresses, e-mail addresses and taxpayer identification email addresses; (b) the number and kind of shares of (i) Company Capital Stock held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (ii) the number and kind of Parent membership interests held by, or subject to options or warrants held by such Persons, and in the case of outstanding interests, any respective certificate numbers, if applicable and (biii) the respective date(s) of acquisition of such shares and, with respect to shares acquired on or after January 1, 2011, the cost basis of such shares, (c) with respect to each Company Optionholder (i) the vesting status and schedule with respect to Company Options and the Tax status of each such Company Option under Section 422 of the Code, (ii) the number of shares of Company Capital Stock underlying each Company Option held by such Company Stockholder, Optionholder; (ciii) the number respective grant date(s) and exercise price(s) per share of shares of Company Capital Stock subject to each option held by each such Company Optionholders, Options; (d) the calculation of Fully-Diluted Company Capital Stock Shares, the Merger Per Share Consideration, Indebtedness (including the EIDL Loan Balance and PPP Escrow Amount), Transaction Expenses, the amount, if any, by which the Closing Net Working Capital Target exceeds Company Net Working Capital as set forth in the Company Closing Financial Certificate (which may be a negative number), Adjustment Amount, Stock Consideration, Per Share Unaccredited Stockholder Cash Consideration, the Per Unit Share Accredited Stockholder Cash Consideration and the Per Unit Share Accredited Stockholder Stock Consideration, ; (e) the calculation of aggregate cash amounts and number of shares of Acquirer Common Stock payable and issuable, respectively, with respect to each Company Lender, the amount of Company Debt held by such Company Stockholder Lender; (f) whether payroll Taxes are required to be withheld from the Merger Consideration that each Company Securityholder and Company Lender immediately prior to the Effective Time is entitled to receive pursuant to Section 1.3(a)1.15; (g) the Pro Rata Share of each Company Stockholder and the interest in dollar terms of each Company Stockholder in the Holdback Amount, and Company Optionholder pursuant to Section 1.3(b)the Agent Expense Amount, the Tax Refund Holdback Amount, and the total Working Capital Holdback Amount, as applicable (expressed as a dollar amount and as a percentage); (h) the aggregate amount of Taxes cash to be withheld therefrom (including, if applicable, the number of paid and shares of Acquirer Acquiror Common Stock to be withheldissued to each Company Stockholder and Company Optionholder at the Closing (determined without taking into account any withholding Taxes), ; and (fi) the calculation amount of shares of Acquiror Common Stock subject to the Holdback with respect to each Contributing Equityholder’s Pro Rata Share of the Escrow Amount (including the portion of the PPP Escrow Amount and the Indemnity Escrow Amount)Company Stockholder.

Spreadsheet. The Company shall prepare have delivered to Parent and deliver to Acquirer, in accordance with Section 5.12, the Exchange Agent a spreadsheet (the “Spreadsheet”) substantially in the form provided by Acquirer prior to the Closing and reasonably acceptable to Acquirerattached hereto as Schedule 6.3(s), which spreadsheet shall be, and shall be dated certified by the Chief Executive Officer and Chief Financial Officer of the Company as, true, complete and correct 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: , (ai) the names of all the Company Stockholders and Company Optionholders and their respective addresses, e-mail addresses and taxpayer identification numbers, (b) the number of shares of Company Capital Stock held by such persons (including the respective certificate numbers, and in the case of Company Preferred Stock, the conversion price in respect of such Company Preferred Stock), the date of acquisition of such shares, the number of shares of each class or series of Company Capital Stock outstanding (determined as if all Company Options then outstanding had been exercised), the calculation (in each case in reasonable detail and calculated to two decimal places) of the amount of the Per Share Series A Liquidation Preference Payment as of the Closing Date, the Per Share Series B Liquidation Preference Payment as of the Closing Date, and the Cash Consideration allocable to one share of each class or series of Company Capital Stock (determined, as if all Company Options then outstanding had been exercised), for each Stockholder, the percentage of the Cash Consideration to be received by such Stockholder, for each Stockholder, the dollar amount of Cash Consideration to be received by such Stockholder, and the amount of Escrow Cash to be deposited into the Escrow Fund relating to such Stockholder, (cii) all holders of Company Options and their respective addresses, the number of shares of Company Capital Stock subject to each option held by underlying each such Company Optionholders, (d) the calculation of the Merger Consideration, Indebtedness (including the EIDL Loan Balance and PPP Escrow Amount), Transaction ExpensesOption, the amount, if any, by which the Closing Net Working Capital Target exceeds Company Net Working Capital as set forth in the Company Closing Financial Certificate (which may be a negative number), Adjustment Amount, Stock Consideration, Cash Consideration, Per Unit Cash Consideration and Per Unit Stock Consideration, (e) the calculation grant dates of aggregate cash amounts and number of shares of Acquirer Common Stock payable and issuable, respectively, to each such Company Stockholder pursuant Options and the vesting arrangement with respect to Section 1.3(a)such Company Options and indicating whether such Company Options are incentive stock options or non-qualified stock options, and Company Optionholder pursuant to Section 1.3(b), and the total amount of Taxes to be withheld therefrom (including, if applicable, iii) the number of shares of Acquirer Parent Common Stock issuable upon exercise of the Company Options to be withheld), and (f) the calculation of each Contributing Equityholder’s Pro Rata Share of the Escrow Amount (including the portion of the PPP Escrow Amount assumed by Parent and the Indemnity Escrow Amount)per share exercise price thereof and such other information relevant thereto or which Parent may reasonably request. The Company shall have delivered the Spreadsheet on the Closing Date.

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.12, Acquirer a spreadsheet (the “Spreadsheet”) in the form provided by Acquirer prior to the Closing and reasonably acceptable 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 the Company Stockholders and Stockholders, Company Optionholders and Company Warrantholders, their respective email addresses and, to the extent in the possession of the Company, their street addresses, e-mail addresses and telephone number, taxpayer identification numbers, numbers (if any) or Permanent Account Number (if such Company Equityholder is a tax resident of India or otherwise has a tax history in India) and whether such Company Stockholder is an Indian Resident Company Stockholder; (b) to the number extent applicable, any designations made pursuant to Section 8 of a Joinder Agreement; (c) the number, class and kind of shares of Company Capital Stock held by by, or subject to the Company Options or Company Warrants held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (d) if a Company StockholderStockholder holds Unvested Company Shares, (ci) the number vesting schedule for such Unvested Company Shares and the terms of shares the Company’s right to repurchase such Unvested Company Shares (including the repurchase price payable per share under each Unvested Company Share), (ii) the amount of Unvested Share Payments payable in respect of such Unvested Company Capital Stock Shares, the vesting schedule for such Unvested Share Payments and the repurchase price payable with respect to each dollar of such Unvested Share Payments and (iii) whether or not such Unvested Company Shares are subject to a valid and timely-filed election statement under Section 83(b) of the Code; (e) the Tax status of each option held by Company Option under Section 422 of the Code; (f) the vesting status and schedule (including the terms of any acceleration thereof after giving effect to any applicable Benefits Waiver) with respect to Company Options; (g) for each Company Option that was exercised prior to the Closing Date, (i) the Tax status of each such Company OptionholdersOption under Section 422 of the Code, if applicable, or any applicable foreign Tax law and (dii) the date of such exercise and the applicable exercise price; (h) the calculation of the Merger Aggregate Accredited Cash Consideration, Indebtedness (including the EIDL Loan Balance and PPP Escrow Amount), Transaction Expenses, the amount, if any, by which the Closing Net Working Capital Target exceeds Company Net Working Capital as set forth in the Company Closing Financial Certificate (which may be a negative number), Adjustment Amount, Aggregate Accredited Stock Consideration, Aggregate Consideration, Aggregate Exercise Price, Aggregate Exercise Price of Cashed Out Options and Warrants, Aggregate Stockholder Cash Consideration, Aggregate Stockholder Consideration, Aggregate Unaccredited Cash Consideration, Aggregate Unvested Option Consideration, Aggregate Unvested Stock Cash Consideration, Aggregate Unvested Stock Consideration, Aggregate Vested Option Cash Consideration, Aggregate Warrant Consideration, Aggregate Warrant Cash Consideration, the Aggregate Warrant Stock Consideration, Exchange Ratio, Fully-Diluted Common Stock, Per Share Accredited Cash Consideration, Per Unit Cash Consideration and Per Unit Share Accredited Stock Consideration, Per Share Consideration and Vested Suitable Investor Common Stock; (ei) in respect of Continuing Employees who hold Unvested Company Options, the number of Converted Options and the adjusted exercise price; (j) the calculation of aggregate cash amounts and number of shares of Acquirer Common Stock payable and issuable, respectively, to each such Company Stockholder pursuant to Section 1.3(a), and Company Optionholder pursuant to Section 1.3(b), and the total amount of Taxes to be withheld therefrom (including, if applicablecash, the number of shares of Acquirer Common Stock and number of options to be withheld)purchase shares of Acquirer Common Stock payable and/or issuable to each Company Securityholder in exchange for the shares of Company Capital Stock, Company Options and Company Warrants held by such Person on a certificate-by-certificate basis; (fk) the calculation of each Contributing EquityholderConverting Holder’s Pro Rata Share of the Indemnity Escrow Amount (including the portion expressed both in dollars and as a percentage); (l) each Converting Holder’s Pro Rata Share of the PPP Adjustment Escrow Amount (expressed both in dollars and as a percentage); (m) each Converting Holder’s Pro Rata Share of the Indemnity Escrow AmountExpense Fund Amount (expressed both in dollars and as a percentage); and (n) a funds flow memorandum setting forth, to the extent in the possession of, or readily obtained by, the Company, applicable wire transfer instructions and other information reasonably requested by Acquirer; provided that, for the avoidance of doubt, to the extent the Company does not provide wire instructions for any payments to be made at Closing as contemplated by this Agreement, Acquirer shall not be required to make such payments until such wire instructions have been obtained.

Spreadsheet. The Company Jiff shall prepare and deliver to AcquirerCastlight, in accordance with Section 5.126.12, a spreadsheet (the “Spreadsheet”) in the form provided by Acquirer prior and substance reasonably satisfactory to the Closing and reasonably acceptable to AcquirerCastlight, 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: (ai) the names of all of the Company Stockholders and Company Optionholders Converting Holders and their respective addresses, addresses and e-mail addresses addresses, (ii) the number and taxpayer identification type of shares of Jiff Capital Stock held by, or subject to Jiff Options held by, such Converting Holders and, in the case of outstanding shares, the respective certificate numbers, (biii) the number of shares of Company Capital Stock held by such Company Stockholder, (c) the number of shares of Company Jiff Capital Stock subject to and the exercise price per share in effect for each option held by Jiff Option, (iv) the vesting status and schedule with respect to Jiff Options and Unvested Jiff Shares and terms of Jiff’s rights to repurchase such Unvested Jiff Shares (including the per share repurchase price payable with respect thereto), (v) for each Jiff Option that was early exercised, the Tax status of each such Company OptionholdersJiff Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, and for each share of Jiff Capital Stock whether (A) it was subject to a timely filed Section 83(b) election to the extent it was subject to a substantial risk of forfeiture upon issuance, (dB) it was the result of an early exercise of an incentive stock option and (C) whether a new Section 83(b) election will be timely and properly made in respect of Castlight Class B Common Stock in respect thereof consistent with Revenue Ruling 2007-49, (vi) the calculation of the Merger Consideration, Indebtedness (including the EIDL Loan Balance Fully-Diluted Jiff Common Stock and PPP Escrow Amount), Transaction Expenses, the amount, if any, by which the Closing Net Working Capital Target exceeds Company Net Working Capital as set forth in the Company Closing Financial Certificate (which may be a negative number), Adjustment Amount, Stock Consideration, Cash Consideration, Common Per Unit Cash Consideration and Per Unit Share Stock Consideration, (evii) the calculation of aggregate cash amounts and number of shares of Acquirer Castlight Class B Common Stock payable and issuable, respectively, issuable to each such Company Stockholder Converting Holder pursuant to Section 1.3(a1.3(a)(i), Section 1.3(a)(ii) and Company Optionholder pursuant to Section 1.3(b), and the total amount of Taxes to be withheld therefrom (including, if applicable, the number of shares of Acquirer Common Stock to be withheld), 1.3(a)(iii) and (fvii) the calculation of each Contributing EquityholderConverting Holder’s Pro Rata Share of the Escrow Amount (including the portion each of the PPP Escrow Amount and the Indemnity Escrow Amount)Expense Fund.

Spreadsheet. The Company shall prepare and deliver to AcquirerAcquiror, in accordance with Section 5.12not later than two (2) Business Days prior to the Closing Date, a spreadsheet (the “Spreadsheet”) in ), certified by the form provided by Acquirer prior to Chief Executive Officer or Chief Financial Officer of the Closing and reasonably acceptable to AcquirerCompany, which spreadsheet Spreadsheet shall be dated as of the Closing Date and shall be in the format as set forth in the Paying Agent Agreement and set forth all of the following information (in addition to the other required data and information specified therein)information, as of the Closing Date and immediately prior to the ClosingEffective Time: (a) the names of all the Company Stockholders and Company Optionholders Securityholders and their respective addresses (including email addresses, e-mail addresses and taxpayer identification numbersif available), including the amount of the Merger Consideration each of them is entitled to as of the Closing; (b) the number and kind of shares of Company Capital Stock held by, or subject to the Company Options (separated by the Company Employee Options and the Company Non-Employee Options) and the Company Warrants held by, such Company Stockholder, Persons; (c) the number of shares of exercise price per share in effect for each Company Capital Stock subject to each option held by each such Company Optionholders, Option; (d) the exercise price per share in effect for each Company Warrant; (e) each Company Securityholder’s Pro Rata Share (as a percentage interest); (f) each Escrow Participant’s Escrow Participant Pro Rata Share (as a percentage interest); (g) the calculation of the Merger ConsiderationTotal Stock, Indebtedness (including the EIDL Loan Balance and PPP Escrow Participant Total Stock, the Adjustment Escrow Amount), Transaction Expenses, the amount, if any, by which the Closing Net Working Capital Target exceeds Company Net Working Capital as set forth in the Company Closing Financial Certificate (which may be a negative number), Adjustment Amount, Stock Consideration, Cash Consideration, Per Unit Cash Consideration and Per Unit Stock Consideration, (e) the calculation of aggregate cash amounts and number of shares of Acquirer Common Stock payable and issuable, respectively, to each such Company Stockholder pursuant to Section 1.3(a), and Company Optionholder pursuant to Section 1.3(b), and the total amount of Taxes to be withheld therefrom (including, if applicable, the number of shares of Acquirer Common Stock to be withheld), and (f) the calculation of each Contributing Equityholder’s Pro Rata Share of the Escrow Amount (including the portion of the PPP Escrow Amount and the Indemnity Escrow Amount), the Reserve Amount, the Merger Consideration, the Aggregate Preference Amount, and the Per Share Closing Amount, (h) the resolutions of the Company Stockholders approving the transactions contemplated by this Agreement, and (h) the Aggregate Exercise Amount.

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.12, Acquirer a spreadsheet (the “Spreadsheet”) in the form provided by Acquirer prior to the Closing and substance reasonably acceptable 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 of the Company Stockholders and Company Optionholders Converting Holders and their respective addresses, e-mail addresses and and, where available, taxpayer identification numbers, (bii) the number and type of shares of Company Capital Stock held by by, or subject to the Company Options or Company Warrants held by, such Company StockholderConverting Holders and, in the case of outstanding shares, the respective certificate numbers, (ciii) the number of shares of Company Capital Stock subject to and the exercise price per share in effect for each option held by 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 Unvested Company Shares (including the per share repurchase price payable with respect thereto), (v) for each Company Option that was early exercised, the Tax status of each such Company OptionholdersOption under Section 422 of the Code, the date of such exercise and the applicable exercise price, (dvi) the calculation of the Merger ConsiderationFully-Diluted Company Common Stock, Indebtedness (including the EIDL Loan Balance and PPP Escrow Amount), Transaction Expenses, the amount, if any, by which the Closing Net Working Capital Target exceeds Company Net Working Capital as set forth in the Company Closing Financial Certificate (which may be a negative number), Adjustment Amount, Stock Consideration, Cash Consideration, Common Per Unit Cash Share Consideration and Per Unit Stock ConsiderationAggregate Exercise Price, (evii) the calculation of aggregate cash amounts and number of shares of Acquirer Common Stock payable and issuable, respectively, to each such Company Stockholder Converting Holder pursuant to Section 1.3(a1.3(a)(i), and Company Optionholder pursuant to Section 1.3(b), and the total amount of Taxes to be withheld therefrom (including, if applicable, the number of shares of Acquirer Common Stock to be withheld), 1.3(a)(ii) or Section 1.3(a)(v) and (fviii) the calculation a funds flow memorandum setting forth applicable wire transfer instructions for each holder of each Contributing Equityholder’s Pro Rata Share Company Debt and Transaction Expenses that are incurred but unpaid as of the Escrow Amount (including the portion of the PPP Escrow Amount and the Indemnity Escrow Amount)Closing.

Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.125.13, a spreadsheet (the “Spreadsheet”) in the form provided by Acquirer prior to the Closing and substance reasonably acceptable 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 of the Company Stockholders and Company Optionholders Securityholders and their respective addresses, e-mail addresses and and, where available, taxpayer identification numbers, (bii) the number and type of shares of Company Capital Stock held by by, or subject to the Company Options or Company Warrants held by, such Company StockholderSecurityholders and, in the case of outstanding shares, the respective certificate numbers and, in the case of Unvested Company Options, whether such Company Securityholder provides services to the Company in Japan or the Netherlands, (ciii) the number of shares of Company Capital Stock subject to and the exercise price per share in effect for each option held by Company Option and Company Warrant, (iv) the vesting status and schedule with respect to Company Options and Company Warrants, (v) for each Company Option that was early exercised, the Tax status of each such Company OptionholdersOption under Section 422 of the Code, the date of such exercise and the applicable exercise price, (dvi) the calculation of the Merger Fully-Diluted Company Common Stock, Common Per Share Consideration, Indebtedness (including the EIDL Loan Balance and PPP Escrow Amount), Transaction Expenses, the amount, if any, by which the Closing Net Working Capital Target exceeds Company Net Working Capital as set forth in the Company Closing Financial Certificate (which may be a negative number), Adjustment Amount, Stock Series A-1 Per Share Consideration, Cash Series A-2 Per Share Consideration, Series B Per Unit Cash Share Consideration, Series B-2 Per Share Consideration and Per Unit Acquirer Stock ConsiderationPrice, (evii) the calculation of aggregate cash amounts and number of shares of Acquirer Common Stock payable and issuable, respectively, at the Closing to each such Company Stockholder Securityholder pursuant to Section 1.3(a)1.3(a)(i) (excluding, for the avoidance of doubt, any portion contributed to the Escrow Fund and Company Optionholder Securityholders’ Agent Fund pursuant to Section 1.3(b), 1.4) and to each holder of Vested Company Options pursuant to Section 1.3(a)(ii) and the total amount of Taxes to be withheld therefrom therefrom, (including, if applicableviii) the calculation of Acquirer RSUs issuable pursuant to Section 1.3(a)(ii)(B), the number of shares Acquirer RSUs to be granted to each Company Option Promisee in lieu of Promised Company Options pursuant to Promised Option Releases (such number of Acquirer Common Stock RSUs to be withheldcalculated in accordance with the methodology described in Schedule 5.8(viii)(A)) and the number of Acquirer RSUs to be granted to each Excluded Optionholder (the “Company Excluded Optionholder Grants”) (such number of Acquirer RSUs to be calculated in accordance with the methodology described in Schedule 5.8(viii)(B)), and (fix) the calculation of each Contributing EquityholderCompany Securityholder’s Closing Pro Rata Share for purposes of the allocation of the Escrow Amount (including the portion and of the PPP Securityholders’ Agent Amount, (x) the calculation of the amount of the Escrow Amount and of the Indemnity Escrow AmountSecurityholders’ Agent Amount to be deducted from the payments to each Company Securityholder pursuant to Section 1.4(d) and 1.4(e), as applicable, and (xi) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by Acquirer. The Spreadsheet shall be calculated in accordance with the Company’s Certificate of Incorporation as in effect as of immediately prior to the Closing.