Common use of Allocation Certificate Clause in Contracts

Allocation Certificate. Privateer shall prepare and deliver to Tilray at least five Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of Privateer in a form reasonably acceptable to Tilray (the “Allocation Certificate”) setting forth (as of immediately prior to the Effective Time) (i) each holder of Privateer Common Stock and Privateer Options; (ii) such holder’s name; (iii) the number and type of Privateer Common Stock held and/or underlying Privateer Options as of the immediately prior to the Effective Time for each such holder; (iv) the number and type of shares of Tilray Common Stock to be issued to such holder, or to underlie any Tilray Option to be issued to such holder, pursuant to this Agreement and calculated in accordance with the Privateer Allocation in respect of Privateer Common Stock or in accordance with Section 5.5(d) in respect of Privateer Options held by such holder as of immediately prior to the Effective Time, (v) the cash dollar amount (rounded to the nearest whole cent), without interest, to be issued to such holder, if applicable, in lieu of any fractional shares of Tilray Common Stock pursuant to Section 1.5(c), (vi) the cash dollar amount (rounded to the nearest whole cent), without interest, to be issued to such holder, if applicable, of the portion of Cash Merger Consideration to be paid to such holder pursuant to this Agreement and calculated in accordance with the Privateer Allocation or the Cash-Out Options Allocation, as applicable, (vii) the Pro Rata Consideration Ratio, (viii) each Privateer Stockholder’s Pro Rata Cash Portion, (ix) each Privateer Stockholder’s Pro Rata Portion (x) each Founder Pro Rata Portion, (xi) the Option Exchange Ratio, (xii) the Cash Consideration Shares, including the Stock Cash Consideration Shares and the Option Cash Consideration Shares, (xiii) each Privateer Stockholder’s Escrow Allocation, (xiv) the Aggregate Cash Option Consideration, (xv) the Aggregate In-the-Money Option Value, (xvi) the Option FMV, (xvii) the Total Cash-Out Options, (xviii) with respect to each holder of a Privateer Option that is a Privateer Service Provider, (A) such holder’s Individual In-the-Money Option Value, (B) such holder’s Optionholder Cash Percentage, (C) such holder’s Individual Option Cash Consideration, (D) such holder’s Cash-Out Options Allocation for each grant, and (E) such holder’s aggregate number of Terminating Privateer Options (if any) and (xix) each calculation underlying or related to the foregoing, and (xx) with respect to each holder of a Privateer Option that is a Privateer Service Provider, whether such holder has terminated Continuous Service and if so, the date of such termination and the reason therefor. Concurrently with the execution of this Agreement, Privateer shall deliver to Tilray a draft of the Allocation Certificate containing the above information as reasonably anticipated to be immediately prior to the Effective Time.

Allocation Certificate. Privateer Prior to the Closing, the Company shall prepare and deliver to Tilray at least five Business Days prior to Parent and the Closing Date Stockholder Representative a certificate signed by the Chief Financial Officer of Privateer in a form reasonably acceptable to Tilray (the “Allocation Certificate”) setting forth (forth, in each case expected as of immediately prior to the Effective TimeClosing: (A) the name of each record holder of Company Shares and the number of Company Shares held by each such Company Stockholder; (iB) the name of each holder of Privateer Common Stock Company Warrants and Privateer Options; (ii) such holder’s name; (iii) the number and type of Privateer Common Stock held and/or underlying Privateer Options as Company Shares subject to each Company Warrant, and the exercise price of each Company Warrant; (C) the portion and form of the immediately prior Merger Consideration payable to the Effective Time for each such holder; (iv) the number and type of shares of Tilray Common Stock to be issued to such holder, or to underlie any Tilray Option to be issued to such holder, Company Securityholder pursuant to this Agreement and calculated in accordance with the Privateer Allocation in respect of Privateer Common Stock or in accordance with Section 5.5(d) in respect of Privateer Options held by such holder as of immediately prior to the Effective Time, 2(e); (vD) the cash dollar amount (rounded to name of each participant in the nearest whole cent), without interest, to be issued to such holder, if applicable, in lieu of any fractional shares of Tilray Common Stock pursuant to Section 1.5(c), (vi) the cash dollar amount (rounded to the nearest whole cent), without interest, to be issued to such holder, if applicable, of Management Plans and the portion of Cash the Merger Consideration to be paid to such holder participant (the aggregate amount set forth in this clause (D), the “Initial Management Payment Amount”); (E) the portion and form of the Merger Consideration to be withheld from each Company Securityholder and each participant in the Management Plans in establishing the Escrow Fund; (F) the portion of the Merger Consideration to be withheld from each Company Securityholder and each participant in the Management Plans in establishing the Reserve Fund; (G) the portion and form of the Merger Consideration (after taking into account the aggregate exercise price of the Company Warrants) to be paid to each Company Securityholder at Closing after deduction for the Escrow Fund, the Reserve Fund, the CEO Payment and the Initial Management Payment Amount; (H) the percentage of the Escrow Fund and Reserve Fund payable to each Company Securityholder and each participant in the Management Plans following the Closing and (I) the portion of the Merger Consideration that would otherwise be payable to certain Company Securityholders to be payable to certain other Company Securityholders, pursuant to this that certain Junior Securities Allocation Agreement entered into as of the date hereof by and calculated among the Company and the Company Securityholders named therein. The Allocation Certificate shall (1) be in accordance with the Privateer Charter Documents as reasonably determined by the board of directors of the Company; (2) allocate the applicable cash portion of the Merger Consideration to the applicable Company Securityholders who are not Eligible Holders and, thereafter, allocate the remaining cash portion of the Merger Consideration and Aggregate Parent Share Consideration to the applicable Company Securityholders who are Eligible Holders and participants in the Management Plans and (3) be deemed the definitive allocation of the Merger Consideration payable to the Company Securityholders and participants in the Management Plans (except with respect to changes resulting from adjustments to the Merger Consideration under Sections 2(h) and 2(i)). Prior to the Closing, the Company may provide Parent and the Stockholder Representative with one or more updates to the Allocation or the Cash-Out Options Allocation, Certificate as applicable, (vii) the Pro Rata Consideration Ratio, (viii) each Privateer Stockholder’s Pro Rata Cash Portion, (ix) each Privateer Stockholder’s Pro Rata Portion necessary to reflect (x) each Founder Pro Rata Portionchanges in the ownership of the Company Shares during such time, (xiy) changes in the Option Exchange Ratio, (xii) allocation resulting from the Cash Consideration Shares, including the Stock Cash Consideration Shares and the Option Cash Consideration Shares, (xiii) each Privateer Stockholder’s Escrow Allocation, (xiv) the Aggregate Cash Option Consideration, (xv) the Aggregate In-the-Money Option Value, (xvi) the Option FMV, (xvii) the Total Cash-Out Options, (xviii) with respect to each holder terms of a Privateer Option that is a Privateer Service Provider, (A) such holder’s Individual In-the-Money Option Value, (B) such holder’s Optionholder Cash Percentage, (C) such holder’s Individual Option Cash Consideration, (D) such holder’s Cash-Out Options Allocation for each grant, any underlying security or plan and (Ez) such holder’s aggregate number of Terminating Privateer Options (if any) and (xix) each calculation underlying or related any adjustments to the foregoing, and (xx) with respect to each holder amount or form of a Privateer Option that is a Privateer Service Provider, whether such holder has terminated Continuous Service and if so, the date of such termination and the reason therefor. Concurrently Merger Consideration in accordance with the execution terms and provisions of this Agreement, Privateer shall deliver to Tilray a draft of the Allocation Certificate containing the above information as reasonably anticipated to be immediately prior to the Effective Time.

Allocation Certificate. Privateer shall prepare and deliver to Tilray at At least five (5) Business Days prior to the Closing Date Date, the Company shall deliver to Parent a certificate signed by the Chief Financial Officer of Privateer in a form reasonably acceptable to Tilray (the “Allocation Certificate”) setting forth of the Company signed by the Representative (on behalf of the Company Holders) and by the Chief Financial Officer of the Company certifying as to the accuracy and completeness, in each case as of immediately prior the Closing, of: (a) the Company’s calculation of all of the amounts used to calculate (and a calculation of each of) the Effective TimeClosing Payment, Closing Payment Reduction Amount, Closing Option/Warrant Amount, Fully Diluted Common Share Number, Fully-Diluted Preferred Shares, Per Share Common Closing Payment, Per Share Common Escrow Payment, Per Share Common Reimbursement Payment, Per Share Common Working Capital Payment, Per Share Preferred Closing Payment, Per Share Preferred Escrow Payment, Per Share Preferred Reimbursement Payment, Per Share Preferred Working Capital Payment, and any withholding obligations that apply to any payments; (b) the identity and mailing address of each Company Holder, indicating (i) each holder of Privateer Common Stock and Privateer Options; (ii) such holder’s name; (iii) the number and type of Privateer Common Stock Company Shares held and/or underlying Privateer Options as of the immediately prior to the Effective Time for by each such holder; (ivii) (A) the number and type of shares of Tilray Common Stock Company Shares subject to be issued to such holder, or to underlie any Tilray Option to be issued to such holder, pursuant to this Agreement and calculated in accordance with the Privateer Allocation in respect of Privateer Common Stock or in accordance with Section 5.5(d) in respect of Privateer Company Options held by such holder as of immediately prior to and (B) the Effective Timeexercise prices and extent vested thereof, (viii) (A) the cash dollar amount (rounded to the nearest whole cent), without interest, to be issued to such holder, if applicable, in lieu number of any fractional shares type of Tilray Common Stock pursuant Company Shares subject to Section 1.5(c), Company Warrants held by such holder and (viB) the cash dollar amount exercise prices and extent vested thereof, and (rounded iv) (A) the number of any type of Company Shares subject to the nearest whole cent), without interest, to be issued to such holder, if applicable, any other securities of the portion Company held by such holder and (B) the exercise prices and extent vested thereof; and (c) the amount of Cash Merger Consideration (i) the Closing Payment to be paid to such holder pursuant to this Agreement and calculated in accordance with the Privateer Allocation or the Cash-Out Options Allocationeach Company Holder; (ii) each Company Holder’s portion of any Working Capital Surplus, expressed as applicablea percentage, (viiiii) each Company Holder’s portion of the Escrow Consideration, expressed as a dollar amount and as a percentage; (iv) the Pro Rata portion of the Merger Consideration Ratio, payable to each Company Holder without reduction for such Company Holder’s portion of the Escrow Consideration; and (viiiiv) any required withholdings (if any) from each Privateer Stockholder’s Pro Rata Cash Portion, (ix) each Privateer Stockholder’s Pro Rata Portion (x) each Founder Pro Rata Portion, (xi) the Option Exchange Ratio, (xii) the Cash Consideration Shares, including the Stock Cash Consideration Shares and the Option Cash Consideration Shares, (xiii) each Privateer Stockholder’s Escrow Allocation, (xiv) the Aggregate Cash Option Consideration, (xv) the Aggregate In-the-Money Option Value, (xvi) the Option FMV, (xvii) the Total Cash-Out Options, (xviii) such amount with respect to each holder Company Holder. Any portion of a Privateer Option that is a Privateer Service Provider, (A) such holder’s Individual In-the-Money Option Value, (B) such holder’s Optionholder Cash Percentage, (C) such holder’s Individual Option Cash Consideration, (D) such holder’s Cash-Out the Closing Payment and Working Capital Surplus to be paid to holders of Company Options Allocation for each grant, and (E) such holder’s aggregate number of Terminating Privateer Options (if any) and (xix) each calculation underlying or related shall be shown separately so as to allow the foregoing, and (xx) with respect parties to each holder of a Privateer Option that is a Privateer Service Provider, whether such holder has terminated Continuous Service and if so, determine the date of such termination amounts to be paid by Parent and the reason therefor. Concurrently with the execution of this Agreement, Privateer shall deliver to Tilray a draft of the Allocation Certificate containing the above information as reasonably anticipated amount to be immediately prior to paid by the Effective TimePaying Agent.

Allocation Certificate. Privateer Upon the execution of this Agreement, the Company shall prepare and deliver to Tilray at least five Business Days prior to Parent and the Closing Date Stockholder Representative a certificate signed by the Chief Financial Officer of Privateer in a form reasonably acceptable to Tilray (the “Allocation Certificate”) setting forth (forth, as of immediately prior to the Effective Time) most recent practicable date: (i) the identity of each record holder of Privateer Company Capital Stock and the number of shares of Company Common Stock and Privateer Optionsand/or Company Preferred Stock held by each such Stockholder; (ii) such holder’s name; (iii) the number identity of each holder of Company Options and type of Privateer Common Stock held and/or underlying Privateer Options as of the immediately prior to the Effective Time for each such holder; (iv) Company Warrants and the number and type of shares of Tilray Common Company Capital Stock subject to be issued each Company Option and Company Warrant; (iii) the portion of the Merger Consideration (as adjusted pursuant to such holder, or Section 2.11) payable to underlie any Tilray Option to be issued to such holder, each Company Securityholder pursuant to this Agreement and calculated in accordance with Section 2.6; (iv) the Privateer Allocation in respect amount of Privateer Common Stock or in accordance with any required Tax withholding, if any, from the Merger Consideration (as adjusted pursuant to Section 5.5(d2.11) in respect of Privateer Options held by such holder as of immediately prior to be paid to the Effective Time, Company Securityholders; (v) the cash dollar amount portion of the Merger Consideration (rounded to the nearest whole cent), without interest, to be issued to such holder, if applicable, in lieu of any fractional shares of Tilray Common Stock as adjusted pursuant to Section 1.5(c2.11) to be withheld from each Company Securityholder in establishing the Escrow Account; (vi) the portion of the Merger Consideration (as adjusted pursuant to Section 2.11) to be withheld from each Company Securityholder in establishing the Stockholder Representative Account; (vii) the portion of the Merger Consideration (as adjusted pursuant to Section 2.11) to be withheld from each Company Securityholder in establishing the Retention Account; (viii) the portion of the Merger Consideration (as adjusted pursuant to Section 2.11) to be paid to each Company Securityholder at Closing after deduction for the amounts set forth in (iv), (v), (vi) and (vii) above; (ix) the cash dollar amount (rounded to the nearest whole cent), without interest, to be issued to such holder, if applicable, percentage of the portion of Cash Merger Consideration Net Working Capital Adjustment to be paid to such holder each Company Securityholder pursuant to this Agreement Section 2.11(g); and calculated (x) the percentage of the Earnout Payment to be paid to each Company Securityholder following the Earnout Determination Date pursuant to Section 2.10. Between the date hereof and Closing, the Company shall provide Parent and the Stockholder Representative with one or more updates to the Allocation Certificate as necessary to reflect (x) changes in the ownership of the Company Capital Stock during such time and (y) any adjustments to the Merger Consideration in accordance with the Privateer Allocation or the Cash-Out Options Allocation, as applicable, (vii) the Pro Rata Consideration Ratio, (viii) each Privateer Stockholder’s Pro Rata Cash Portion, (ix) each Privateer Stockholder’s Pro Rata Portion (x) each Founder Pro Rata Portion, (xi) the Option Exchange Ratio, (xii) the Cash Consideration Shares, including the Stock Cash Consideration Shares terms and the Option Cash Consideration Shares, (xiii) each Privateer Stockholder’s Escrow Allocation, (xiv) the Aggregate Cash Option Consideration, (xv) the Aggregate In-the-Money Option Value, (xvi) the Option FMV, (xvii) the Total Cash-Out Options, (xviii) with respect to each holder of a Privateer Option that is a Privateer Service Provider, (A) such holder’s Individual In-the-Money Option Value, (B) such holder’s Optionholder Cash Percentage, (C) such holder’s Individual Option Cash Consideration, (D) such holder’s Cash-Out Options Allocation for each grant, and (E) such holder’s aggregate number of Terminating Privateer Options (if any) and (xix) each calculation underlying or related to the foregoing, and (xx) with respect to each holder of a Privateer Option that is a Privateer Service Provider, whether such holder has terminated Continuous Service and if so, the date of such termination and the reason therefor. Concurrently with the execution provisions of this Agreement, Privateer and shall deliver to Tilray a draft final Allocation Certificate at the Closing setting forth the matters described above as of the Closing (the “Final Allocation Certificate”). Such Final Allocation Certificate containing shall be deemed the above information as reasonably anticipated to be immediately prior definitive allocation of the Merger Consideration payable to the Effective TimeCompany Securityholders (except with respect to changes resulting from adjustments to the Merger Consideration under Section 2.8(g), Section 2.10, Section 2.11, Section 2.12 and Article VII).

Allocation Certificate. Privateer Holdco shall prepare and deliver to Tilray Pubco at least five ten (10) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of Privateer Holdco in a form reasonably acceptable to Tilray Pubco (the “Allocation Certificate”) setting forth (as of immediately prior to the First Effective Time) ) (ia) each holder of Privateer Holdco Common Stock Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock, Holdco Warrants and Privateer Holdco Options; (iib) such holder’s name; (iiic) the number and type of Privateer Holdco Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock and/or Holdco Warrants held and/or underlying Privateer Holdco Options as of the immediately prior to the First Effective Time for each such holder; (ivd) the number and type of shares of Tilray Common Stock Pubco Shares and Pubco Non-Voting Shares to be issued to such holder, or to underlie any Tilray Exchanged Option to be issued to such holder, pursuant to this Agreement and calculated in accordance with the Privateer Allocation Per Share Merger Consideration in respect of Privateer Holdco Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock and/or Holdco Warrants or in accordance with Section 5.5(d3.02(a)(vi) in respect of Privateer Holdco Options held by such holder as of immediately prior to the First Effective Time, (ve) the cash dollar amount (rounded to the nearest whole cent), without interest, to be issued to such holder, if applicable, in lieu of any fractional shares of Tilray Common Stock pursuant to Section 1.5(c), (vi) the cash dollar amount (rounded to the nearest whole cent), without interest, to be issued to such holder, if applicable, of the portion of Cash Merger Consideration to be paid to such holder pursuant to this Agreement and calculated in accordance with the Privateer Allocation or the Cash-Out Options Allocation, as applicable, (vii) the Pro Rata Consideration Ratio, (viii) each Privateer Stockholder’s Pro Rata Cash Portion, (ix) each Privateer Stockholder’s Pro Rata Portion (x) each Founder Pro Rata Portion, (xi) the Option Exchange Ratio, (xiif) the Cash Consideration Shares, including the Stock Cash Consideration Shares and the Option Cash Consideration SharesDiscounted Exchange Ratio, (xiii) each Privateer Stockholder’s Escrow Allocation, (xivg) the Aggregate Cash Option Per Share Merger Consideration, (xvh) the Aggregate In-the-Money Option Value, (xvi) the Option FMV, (xvii) the Total Cash-Out Options, (xviii) with respect to each holder of a Privateer Option that is a Privateer Service Provider, (A) such holder’s Individual In-the-Money Option Value, (B) such holder’s Optionholder Cash Percentage, (C) such holder’s Individual Option Cash Consideration, (D) such holder’s Cash-Out Options Allocation for each grantExchanged Options, and (E) such holder’s aggregate number of Terminating Privateer Options (if any) and (xixi) each calculation underlying or related to the foregoing, and (xxj) with respect to each holder of a Privateer Holdco Option that is a Privateer Service ProviderHoldco service provider, whether such holder has terminated Continuous Service continuous service and if so, the date of such termination and the reason therefor. Concurrently with the execution of this Agreement, Privateer Holdco shall deliver incorporate any comments provided by Pubco in good faith to Tilray a draft of the Allocation Certificate containing and any drafts thereof, and the above information as reasonably anticipated to Allocation Certificate shall be immediately in mutually acceptable form prior to the Effective TimeClosing.

Allocation Certificate. Privateer The Company shall prepare and deliver have delivered to Tilray at least five Business Days prior to the Closing Date Buyer a certificate signed by the Chief Financial Officer of Privateer in a form reasonably acceptable to Tilray (the “Allocation Certificate”) setting forth (of the Company signed by the Chief Executive Officer and the Chief Financial Officer of the Company certifying, in each case as of immediately prior to the Effective TimeClosing, (A) (i) the identity of each record holder of Privateer Company Common Stock and Privateer Optionsthe number of shares of Company Common Stock held by each such Company Stockholder; (iiB) such holder’s name; (iii) the identity of each record holder of a Company Option, the number and type of Privateer Common Company Capital Stock covered by such Company Option held and/or underlying Privateer Options as of the immediately prior to the Effective Time for each by such holder; (iv) , the exercise prices and vesting schedules thereof, the number and type of Company Capital Stock subject to each such Company Option that will be exercisable as of the Closing, and whether such Company Option is intended to be qualified as an “incentive stock option” under Section 422 of the Code; (C) the identity of each record holder of Unvested Company Shares, the number of Company Common Stock held by such Company Stockholder and the vesting schedules thereof; (D) the address of record of each holder of Company Capital Stock, each holder of Company Options and each holder of Unvested Company Shares; (E) the Total Consideration, Closing Cash Amount, Vested Option Value, Unvested Company Share Amount, Group A Unvested Option Value, Group B Unvested Option Value, such number of shares of Tilray Common Buyer Preferred Stock issuable to a Group B Holder, Group B Cash Payment, Cash for Tax with respect to Group B Holders, and Escrow Amount allocable to each such holder; and (F) the amounts required to be issued deducted and withheld (other than in respect of backup withholding) from the consideration otherwise payable to each such holderholder with respect to the payments or any other Tax withholding obligation in respect of the Merger or the exercise or settlement of any Company Option or the vesting of restricted stock under the Code or any other Tax Law, or to underlie any Tilray Option to which Allocation Certificate when approved by Buyer shall be issued to such holder, pursuant to this Agreement deemed the definitive allocation of Total Consideration among the Participating Holders and calculated holders of Unvested Company Options in accordance with the Privateer Allocation in respect of Privateer Common Stock or in accordance with Section 5.5(d) in respect of Privateer Options held by such holder as of immediately prior to Merger and the Effective Time, (v) the cash dollar amount (rounded to the nearest whole cent), without interest, to be issued to such holder, if applicable, in lieu of any fractional shares of Tilray Common Stock pursuant to Section 1.5(c), (vi) the cash dollar amount (rounded to the nearest whole cent), without interest, to be issued to such holder, if applicable, of the portion of Cash Merger Consideration to be paid to such holder pursuant to this Agreement and calculated in accordance with the Privateer Allocation or the Cash-Out Options Allocation, as applicable, (vii) the Pro Rata Consideration Ratio, (viii) each Privateer Stockholder’s Pro Rata Cash Portion, (ix) each Privateer Stockholder’s Pro Rata Portion (x) each Founder Pro Rata Portion, (xi) the Option Exchange Ratio, (xii) the Cash Consideration Sharesdisbursements thereof, including the Stock Cash Consideration Shares and the Option Cash Consideration Shares, (xiii) each Privateer Stockholder’s Escrow Allocation, (xiv) the Aggregate Cash Option Consideration, (xv) the Aggregate In-the-Money Option Value, (xvi) the Option FMV, (xvii) the Total Cash-Out Options, (xviii) with respect to each holder of a Privateer Option that is a Privateer Service Provider, (A) such holder’s Individual In-the-Money Option Value, (B) such holder’s Optionholder Cash Percentage, (C) such holder’s Individual Option Cash Consideration, (D) such holder’s Cash-Out Options Allocation for each grant, and (E) such holder’s aggregate number of Terminating Privateer Options (if any) and (xix) each calculation underlying or related to the foregoing, and (xx) with respect to each holder of a Privateer Option that is a Privateer Service Provider, whether such holder has terminated Continuous Service and if so, the date of such termination and the reason therefor. Concurrently with the execution of this Agreement, Privateer shall deliver to Tilray a draft of the Allocation Certificate containing the above information as reasonably anticipated to be immediately prior to the Effective TimeEscrow Amount.