Common use of Spreadsheet Clause in Contracts

Spreadsheet. The Company shall deliver to Parent and the Exchange Agent two (2) Business Days prior to the Closing Date a spreadsheet (the “Spreadsheet”) signed by the Chief Executive Officer of the Company as of the Closing, which shall include as of immediately prior to the Effective Time, with respect to each Company Stockholder, holder of Company Options and holder of Company Warrants and each holder of record of Exchangeable Shares, (i) such Person’s address on the Company’s corporate records, (ii) the number of shares of Company Capital Stock, Company Options, Company Warrants and Exchangeable Shares owned of record by such Person, (iii) the respective certificate number(s) representing such shares or Exchangeable Shares (as applicable), (iv) the respective date(s) of acquisition of such shares or Exchangeable Shares or grant of such Company Options or Company Warrants, (v) the aggregate amount of cash to be paid to such Person at the Closing in respect of such shares, Exchangeable Shares Company Options and Company Warrants, (vi) the vesting provisions (including events that would trigger acceleration of vesting either upon the occurrence of an intervening event, the passage of time, or both), if any, of such shares of Company Capital Stock, Exchangeable Shares, Company Options and Company Warrants, and (vii) with respect to Stockholder Parties, each such Stockholder Party’s Pro Rata Share, as of the Closing Date. The Stockholder Representative will provide to Parent prompt updates to each such Stockholder Party’s Pro Rata Share following the Closing Date to the extent that there are any changes thereto of which the Stockholder Representative is aware.

Spreadsheet. The Company shall deliver to Parent and the Exchange Agent two (2) Business Days prior to the Closing Date a spreadsheet (the “Spreadsheet”) signed ), which spreadsheet shall be certified as complete and correct by the Chief Executive Officer chief executive officer and chief financial officer of the Company as of the Closing and which shall separately list, as of the Closing, which shall include as of immediately prior to the Effective Time(a) all Company Shareholders and their respective addresses and taxpayer identification numbers (if any), with respect to each Company Stockholder, holder of Company Options and holder of Company Warrants and each holder of record of Exchangeable Shares, (i) such Person’s address on the Company’s corporate records, (ii) the number of shares of Company Capital Stock held by such Company Shareholder (including whether such shares are Company Common Stock or Series One Preferred Stock, the respective certificate numbers, and whether such shares constitute Company Restricted Stock (including, for each certificate, the number of shares that are vested as of the Closing) or are subject to Stock Restriction Agreements), the date of acquisition of such shares, and such other information relevant thereto or which Parent or the Exchange Agent may reasonably request, and (b) all holders of Company Options, Company Warrants and Exchangeable Shares owned Company Convertible Notes and their respective addresses, the number of record by shares of Company Capital Stock underlying each such PersonCompany Option, (iii) Company Warrant or Company Convertible Stock, the respective certificate number(s) representing such shares grant or Exchangeable Shares (as applicable), (iv) the respective date(s) of acquisition of such shares or Exchangeable Shares or grant issue dates of such Company Options or Options, Company Warrants, (v) Warrants and Company Convertible Stock and the aggregate amount of cash to be paid vesting arrangement with respect to such Person at the Closing in respect of such shares, Exchangeable Shares Company Options and Company Warrants, Warrants and such other information relevant thereto or which Parent may reasonably request. The Company shall deliver the Spreadsheet to Parent three (vi3) the vesting provisions (including events that would trigger acceleration of vesting either upon the occurrence of an intervening event, the passage of time, or both), if any, of such shares of Company Capital Stock, Exchangeable Shares, Company Options and Company Warrants, and (vii) with respect business days prior to Stockholder Parties, each such Stockholder Party’s Pro Rata Share, as of the Closing Date. The Stockholder Representative will provide to Parent prompt updates to each such Stockholder Party’s Pro Rata Share following the Closing Date to the extent that there are any changes thereto of which the Stockholder Representative is aware.

Spreadsheet. The Company shall deliver to Parent a spreadsheet (the “Spreadsheet”) in a form reasonably acceptable to Parent, and which shall include, among other things, as of the Closing, (a) all Company Securityholders and their respective addresses as shown on the Company’s stock records, indicating whether such holder is an Employee, the number and type of shares of Company Capital Stock, Company Warrants, Company Restricted Stock or Company Options held by such Company Securityholder, the respective certificate numbers, the liquidation preference applicable to each share of Company Preferred Stock, the date of acquisition of such shares, the aggregate amount of Merger Consideration payable to each Company Securityholder, and the Exchange Agent Pro Rata Portion applicable to each Company Securityholder, and (b) all holders of Company Options, Company Restricted Stock and Company Warrants and their respective addresses as shown on the Company’s records, whether each such holder is an Employee, the number of shares of Company Capital Stock underlying each such Company Option, Company Restricted Stock and Company Warrant, the grant dates of such Company Options, Company Restricted Stock and Company Warrants and the vesting arrangement with respect to such Company Options, Company Restricted Stock and Company Warrants and indicating, with respect to each Company Option, whether such Company Options are incentive stock options or non-qualified stock options. The Company shall deliver the Spreadsheet to Parent and the Stockholder Representative at least two (2) Business Days prior to the Closing Date a spreadsheet (the “Spreadsheet”) signed by the Chief Executive Officer of the Company as of the Closing, which shall include as of immediately prior to the Effective Time, with respect to each Company Stockholder, holder of Company Options and holder of Company Warrants and each holder of record of Exchangeable Shares, (i) such Person’s address on the Company’s corporate records, (ii) the number of shares of Company Capital Stock, Company Options, Company Warrants and Exchangeable Shares owned of record by such Person, (iii) the respective certificate number(s) representing such shares or Exchangeable Shares (as applicable), (iv) the respective date(s) of acquisition of such shares or Exchangeable Shares or grant of such Company Options or Company Warrants, (v) the aggregate amount of cash to be paid to such Person at the Closing in respect of such shares, Exchangeable Shares Company Options and Company Warrants, (vi) the vesting provisions (including events that would trigger acceleration of vesting either upon the occurrence of an intervening event, the passage of time, or both), if any, of such shares of Company Capital Stock, Exchangeable Shares, Company Options and Company Warrants, and (vii) with respect to Stockholder Parties, each such Stockholder Party’s Pro Rata Share, as of the Closing Date. The Stockholder Representative will provide to Parent prompt updates to each such Stockholder Party’s Pro Rata Share following the Closing Date to the extent that there are any changes thereto of which the Stockholder Representative is aware.

Spreadsheet. The Company shall deliver to Parent and the Exchange Agent two (2) Business Days prior to the Closing Date a spreadsheet (the “Spreadsheet”) signed ), which spreadsheet shall be certified as complete and correct by the Chief Executive Officer chief executive officer and chief financial officer of the Company Company, in their capacities as such, as of the Closing and which shall separately list, as of the Closing, which shall include as of immediately prior to the Effective Time, with respect to each Company Stockholder, holder of Company Options and holder of Company Warrants and each holder of record of Exchangeable Shares, (i) such Person’s address on the Company’s corporate recordsall Company Stockholders and their respective addresses and taxpayer identification numbers, (ii) the number of shares of Company Capital Stock held by such Company Stockholder (including whether such shares are Company Common Stock, Company OptionsSeries A Stock or Company Series B Stock, Company Warrants and Exchangeable Shares owned of record by such Person, (iii) the respective certificate number(s) representing numbers, whether such shares or Exchangeable Shares constitute Company Restricted Stock (including, for each certificate, the number of shares that are vested as applicableof the Closing), (iv) the respective date(s) date of acquisition of such shares, the aggregate dollar value of the cash to be issued to each Company Stockholder upon the Effective Time and pursuant to the Cash Bonus Retention Plan, the aggregated dollar value of the Escrow Cash to be deposited into the Escrow Fund on behalf of each Company Stockholder and such other information relevant thereto or which Parent or the Exchange Agent may reasonably request, and (ii) all holders of Company Options and Company Warrants and their respective addresses, the number of shares of Company Capital Stock underlying each such Company Option or Exchangeable Shares or Company Warrant, the grant dates of such Company Options or and Company Warrants, (v) Warrants and the aggregate amount of cash to be paid vesting arrangement with respect to such Person at the Closing in respect of such shares, Exchangeable Shares Company Options and Company Warrants, Warrants and such other information relevant thereto or which Parent may reasonably request. The Company shall deliver the Spreadsheet to Parent three (vi3) the vesting provisions (including events that would trigger acceleration of vesting either upon the occurrence of an intervening event, the passage of time, or both), if any, of such shares of Company Capital Stock, Exchangeable Shares, Company Options and Company Warrants, and (vii) with respect business days prior to Stockholder Parties, each such Stockholder Party’s Pro Rata Share, as of the Closing Date. The Stockholder Representative will provide to Parent prompt updates to each such Stockholder Party’s Pro Rata Share following the Closing Date to the extent that there are any changes thereto of which the Stockholder Representative is aware.

Spreadsheet. The Company shall use commercially reasonable efforts to deliver to Parent and the Exchange Agent two (2) Business Days prior to the Closing Date a spreadsheet (the “Spreadsheet”) signed substantially in the form attached hereto as Schedule 6.21, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing Date and shall include, among other things, as of the Closing, which shall include as (a) all Stockholders (including holders of immediately Company Vested Options who are required to exercise such Company Vested Options prior to the Effective Timetime) and their respective addresses, with respect to each Company Stockholder, holder of Company Options and holder of Company Warrants and each holder of record of Exchangeable Shares, (i) such Person’s address on the Company’s corporate records, (ii) indicating the number of shares of Company Capital Stock, Company Options, Company Warrants and Exchangeable Shares owned of record Stock held by such Person, persons (iii) including whether such shares are Company Common Stock or Company Preferred Stock and the respective certificate number(snumbers) representing such shares or Exchangeable Shares (as applicableand the liquidation preference applicable to each share of Company Preferred Stock), (iv) the respective date(s) date of acquisition of such shares or Exchangeable Shares or grant of such Company Options or Company Warrantsshares, (v) the aggregate Exchange Ratio and Pro Rata Portion applicable to each holder, the amount of cash to be paid deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which the Exchange Agent may reasonably request, and (b) all holders of Company Unvested Options that Parent has agreed to such Person at the Closing in respect of such shares, Exchangeable Shares Company Options assume and Company Warrants, (vi) the vesting provisions (including events that would trigger acceleration of vesting either upon the occurrence of an intervening eventtheir respective addresses, the passage number of time, or both), if any, of such shares of Company Capital StockStock underlying each such Company Unvested Option, Exchangeable Shares, the grant dates of such Company Unvested Options and Company Warrants, and (vii) the vesting arrangement with respect to Stockholder Partiessuch Company Unvested Options and indicating whether such Company Unvested Options are intended to be incentive stock options or non- qualified stock options, each the Option Exchange Ratio and such Stockholder Party’s Pro Rata Shareother similar information relevant thereto or which Parent may reasonably request, as of it being understood that Parent shall have responsibility for determining the Option Exchange Ratio. The Company shall use commercially reasonable efforts to deliver the Spreadsheet to Parent at least three Business Days prior to the Closing Date. The Stockholder Representative will provide to Parent prompt updates to each such Stockholder Party’s Pro Rata Share following the Closing Date to the extent that there are any changes thereto of which the Stockholder Representative is aware.

Spreadsheet. The Company shall deliver to Parent and the Exchange Agent two (2) Business Days prior to the Closing Date prepare a spreadsheet (the “Spreadsheet”"SPREADSHEET") signed in form acceptable to Parent, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer of the Company as of the Closing and which shall separately list, as of the Closing, which shall include as of immediately prior to the Effective Time, with respect to each Company Stockholder, holder all holders of Company Options Capital Stock and holder of Company Warrants and each holder of record of Exchangeable Shares, (i) such Person’s address on their respective addresses as reflected in the Company’s corporate 's records, (ii) the number of shares of Company Capital Stock held by such persons (including whether such shares are Company Common Stock, Company Options, Series A Preferred Stock or Company Warrants Series B Preferred Stock and Exchangeable Shares owned of record by such Person, (iii) the respective certificate number(s) representing such shares or Exchangeable Shares (as applicablenumbers), (iv) the respective date(s) of acquisition of such shares or Exchangeable Shares or grant of such Company Options or Company Warrants, (v) the aggregate amount of cash Merger Consideration to be paid received by each holder, the amount of Merger Consideration to be deposited into the Escrow Fund on behalf of each holder, and such Person at 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 certified as complete and correct by the Chief Executive Officer of the Company as of the Closing in respect and which shall separately list, as of such sharesthe Closing, Exchangeable Shares Company Options and Company Warrants, (vi) the vesting provisions (including events that would trigger acceleration of vesting either upon the occurrence of an intervening event, the passage of time, or both), if any, of such shares all holders of Company Capital Stock, Exchangeable Shareswarrants, Company Options and Company WarrantsRestricted Stock, and (vii) their respective addresses, the number of shares of Company Capital Stock underlying each such warrant and Company Option, the vesting arrangement with respect to Stockholder Partiessuch Company Warrants, each Company Options and Company Restricted Stock and such Stockholder Party’s Pro Rata Share, as of the Closing Date. The Stockholder Representative will provide to other information relevant thereto or which Parent prompt updates to each such Stockholder Party’s Pro Rata Share following the Closing Date to the extent that there are any changes thereto of which the Stockholder Representative is awaremay reasonably request.