Common use of Allocation Certificate Clause in Contracts

Allocation Certificate. At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Buyer a certificate (the “Allocation Certificate”) signed by the Chief Executive Officer of the Company certifying as to the accuracy and completeness, in each case as of the Closing, of: (i) an estimated unaudited consolidated balance sheet (the “Estimated Closing Date Balance Sheet”) of the Company and the Subsidiaries as of 11:59 PM Pacific time on the Closing Date, which Estimated Closing Date Balance Sheet shall (1) be substantially in the form of the Company Balance Sheet, (2) be prepared in accordance with GAAP (except for the absence of footnotes) on a basis consistent with and utilizing the same principles, practices and policies as those used in preparing the Company Balance Sheet and (3) set forth the Company’s estimate of (A) the Working Capital (the “Estimated Working Capital”), (B) the Working Capital Deficiency or Working Capital Excess, as applicable, and (C) the aggregate Indebtedness of the Company and the Subsidiaries (the “Estimated Indebtedness”), in each case as of 11:59 PM Pacific time on the Closing Date and as derived from the Estimated Closing Date Balance Sheet; (ii) the aggregate unpaid Acquisition Expenses, together with a description and the amount of each element thereof and check mailing and wire instructions with respect to each element thereof, including the amount of each Banker Fee; (iii) an itemization of each element of the Estimated Indebtedness, including the Loans; (iv) the Company’s calculation of the Merger Consideration, the Fully Diluted Common Stock Outstanding, the Aggregate Option Exercise Price, the Aggregate Warrant Exercise Price, the Per Share Merger Consideration, the number of Company Warrants, the aggregate amount of all Company Warrant Payments, the number of Company Options, and the aggregate amount of all Company Option Payments; (1) the identity and mailing address of each record holder of Company Capital Stock and the number and type of shares of Company Capital Stock held by each such Stockholder; (2) the identity and mailing address of record of each holder of a Company Option, the number of shares of Company Common Stock subject to the Company Options held by such holder, the date of grant, the exercise prices and vesting schedules thereof, and the number of shares of Company Common Stock subject to each Company Option that is qualified as an “incentive stock option” under Section 422 of the Code; and (3) the identity and mailing address of each record holder of a Company Warrant, the number and type of shares of Company Capital Stock subject to the Company Warrants held by such holder, and the date of grant, the exercise prices and vesting schedules (if applicable) thereof; (vi) (1) the Merger Consideration to be paid to each Stockholder (net of such Stockholder’s Pro Rata Share of the Indemnification Escrow Amount, the Special Litigation Escrow Amount and the Holder Representative Escrow Amount) with respect to each Certificate held by such Stockholder; (2) the Merger Consideration to be paid to each Stockholder with respect to each Certificate held by such Stockholder (inclusive of such Stockholder’s Pro Rata Share of the Indemnification Escrow Amount, the Special Litigation Escrow Amount and the Holder Representative Escrow Amount); (3) each Holder’s Pro Rata Share;

Allocation Certificate. At least five On, or one (51) Business Days Day prior to to, the Closing Date, the Company shall deliver have delivered to Buyer the Parent a certificate certificate, a copy which is attached as Exhibit C hereto (the “Allocation Certificate”) signed by the Holder Representative (on behalf of the Company Stockholders) and the Chief Executive Officer of the Company certifying as to the accuracy and completeness, in each case as of the Closing, of: (i) an estimated unaudited consolidated balance sheet (the “Estimated Closing Date Balance Sheet”) of the Company and the Subsidiaries as of 11:59 PM Pacific Eastern time on the Closing Date, which Estimated Closing Date Balance Sheet shall (1) be substantially in the form of the Company Balance Sheet, (2) be Sheet and prepared in accordance with GAAP (except for the absence of footnotes) on a basis consistent with and utilizing the same principles, practices and policies as those used in preparing the Company Balance Sheet and (3) set forth the Company’s estimate of (A) the Working Capital (the “Estimated Working Capital”), (B) the Working Capital Deficiency or Working Capital Excess, as applicable, and (C) the aggregate Indebtedness of the Company and the Subsidiaries (the “Estimated Indebtedness”), in each case as of 11:59 PM Pacific time on the Closing Date and as derived from the Estimated Closing Date Balance Sheet; (ii) a statement of the aggregate unpaid Acquisition Expenses to be paid out of the Cash Reserve together with a statement certifying that all other Acquisition Expenses have been paid-in-full and that the services of each third party that provided any services to the Company or, to the Company’s Knowledge, the Company Stockholders related to the Transactions have been terminated effective as of the Closing Date (provided that, with respect to any such Acquisition Expenses, together with a description and the amount of each element thereof and check mailing and wire instructions with respect Company shall provide to each element thereofthe Parent, including as reasonably requested, paid-in-full receipts (or other documentation reasonably satisfactory to the amount of each Banker FeeParent) from any such third party service provider evidencing that such Acquisition Expenses have been paid-in-full and/or services terminated); (iii) an itemization of each element the aggregate Cash as of the Estimated IndebtednessClosing, including which shall equal no less than $300,000 (the Loans“Cash Reserve”), and which shall be subject to the provisions of Section 5.15; (iv) the Company’s calculation of the Merger Consideration, the Fully Diluted Common Stock Outstanding, the Aggregate Option Exercise Price, the Aggregate Warrant Exercise Price, the Per Share Merger Closing Consideration, the number of Company WarrantsFully Diluted Common Shares, the aggregate amount Per Share Common Closing Consideration with respect to each outstanding share of all Company Warrant PaymentsCommon Stock, the number Per Share Series A Closing Consideration with respect to each outstanding share of Company OptionsSeries A Preferred Stock, the Series A Liquidation Preference with respect to each outstanding share of Series A Preferred Stock (including each element thereof), and the aggregate amount of all Company Option PaymentsAggregate Series A Liquidation Preference; (1v) the identity and mailing address of each record holder of Company Capital Stock and the number and type of shares of Company Capital Stock and share certificate numbers held by each such Company Stockholder; (2) the identity and mailing address of record of each holder of a Company Option, the number of shares of Company Common Stock subject to the Company Options held by such holder, the date of grant, the exercise prices and vesting schedules thereof, and the number of shares of Company Common Stock subject to each Company Option that is qualified as an “incentive stock option” under Section 422 of the Code; and (3) the identity and mailing address of each record holder of a Company Warrant, the number and type of shares of Company Capital Stock subject to the Company Warrants held by such holder, and the date of grant, the exercise prices and vesting schedules (if applicable) thereof; (vi) the amount of: (1A) the Merger Closing Consideration to be paid payable to each Stockholder Company Stockholder; and (net of such Stockholder’s Pro Rata Share of the Indemnification Escrow Amount, the Special Litigation Escrow Amount and the Holder Representative Escrow AmountB) required withholding (if any) with respect to each Certificate held by such Company Stockholder; and (2vii) the Merger Consideration to be paid to each Stockholder with respect to each Certificate held by such Stockholder (inclusive of such Stockholder’s Pro Rata Share of each Company Stockholder and Primary Company Stockholder. The Company shall have given the Indemnification Escrow Amount, Parent timely access to all supporting work-papers used in the Special Litigation Escrow Amount preparation of the Allocation Certificate and the Holder Representative Escrow Amountunderlying documents. The calculation of the Merger Consideration as set forth in the Allocation Certificate, when in form and substance satisfactory to and approved by the Parent (which approval shall in no way limit the indemnification obligations of the Primary Company Stockholders pursuant to Section 8.2(d); (3) each Holder’s Pro Rata Share;), shall be deemed the definitive calculation of the Merger Consideration payable to the Company Stockholders in connection with the Merger and the disbursement thereof.

Allocation Certificate. At least five two (52) Business Days prior to the Closing Date, the Company shall deliver to Buyer Parent a certificate (the “Allocation Certificate”) of the Company signed by the Chief Executive Officer and the Chief Financial Officer of the Company certifying as to the accuracy and completenesscertifying, in each case as of the Closing, ofas to: (i) an estimated consolidated unaudited consolidated balance sheet (the “Estimated Closing Date Balance Sheet”) of the Company and the its Subsidiaries as of 11:59 PM Pacific time on the Closing Date, which Estimated Closing Date Balance Sheet shall (1x) be substantially in the form of the Company Balance Sheet, (2y) be prepared in accordance with GAAP (except for the absence of footnotes) on a basis consistent with and utilizing the same principles, practices and policies as those used in preparing the Company Balance Sheet and (3z) set forth the Company’s estimate of (A) the Working Capital (the “Estimated Working Capital”), (B) the Working Capital Deficiency or Working Capital Excess, as applicable, and (C) the aggregate Indebtedness of the Company and the Subsidiaries (the “Estimated Indebtedness”), in each case as of 11:59 PM Pacific time on the Closing Date and as derived from the Estimated Closing Date Balance Sheettherefrom; (ii) the aggregate unpaid Acquisition Expenses, together with a description and the amount of each element thereof and check mailing and wire instructions with respect to each element thereof, including the amount of each Banker Fee; (iii) an itemization of each element the Company’s calculation of the Merger Consideration, using the Estimated IndebtednessWorking Capital to determine the Working Capital Deficiency, including the Loansas applicable, for purposes of such calculation pursuant to Section 2.6(a); (iv) the Company’s calculation of the Merger Consideration, the number of shares of Fully Diluted Common Stock Outstanding, the Aggregate Option Exercise Price, the Aggregate Warrant Exercise Price, the Per Share Common Merger Consideration, the number of Company Warrants, the aggregate amount of all Company Warrant Payments, the number of Company Options, Consideration and the aggregate amount of all Aggregate Assumed Company Option PaymentsValue; (1v) (x) the identity and mailing address of each record holder of Company Capital Stock and the number and type of shares of Company Capital Common Stock and Company Preferred Stock held by each such Stockholder; Stockholder and (2y) the identity and mailing address of record of each holder of a Company OptionStock Right, the number of shares of Company Common Stock subject to the Company Options Stock Rights held by such holder, the date of grant, the exercise prices and vesting schedules thereof, and the number of shares of Company Common Stock subject to each Company Option Stock Right that will be vested and exercisable as of the Closing, and whether such Company Stock Right is qualified as an “incentive stock option” under Section section 422 of the Code; and (3) the identity and mailing address of each record holder of a Company Warrant, the number and type of shares of Company Capital Stock subject to the Company Warrants held by such holder, and the date of grant, the exercise prices and vesting schedules (if applicable) thereof;and (vi) (1x) each Stockholder’s Pro Rata Share of the Escrow Amount; (y) the amount of the Merger Consideration to be paid to each Stockholder (net of such Stockholder’s Pro Rata Share of the Indemnification Escrow Amount, the Special Litigation Escrow Amount and the Holder Representative Escrow Amount) with respect to each Certificate held by such Stockholder; and (2z) the Merger Consideration to be paid to each Stockholder amount of the required withholding (if any) with respect to each Certificate held by such Stockholder (inclusive of such Stockholder’s Pro Rata Share . Parent shall be given timely access to all supporting workpapers used in the preparation of the Indemnification Escrow Amount, the Special Litigation Escrow Amount Estimated Closing Date Balance Sheet and the Holder Representative Escrow Amount); (3) each Holder’s Pro Rata Share;Allocation Certificate, which certificate, when accepted by Parent, shall be deemed to be final for purposes of the Closing and serve as the basis for calculating the payments to be made on the Closing Date.

Allocation Certificate. At least five (5) Business Days prior Prior to the Closing DateClosing, the Company shall deliver to Buyer Parent and the Stockholder Representative a certificate (the “Allocation Certificate”) signed by the Chief Executive Officer of the Company certifying as to the accuracy and completenesssetting forth, in each case expected as of the Closing, of: (i) an estimated unaudited consolidated balance sheet (the “Estimated Closing Date Balance Sheet”) of the Company and the Subsidiaries as of 11:59 PM Pacific time on the Closing Date, which Estimated Closing Date Balance Sheet shall (1) be substantially in the form of the Company Balance Sheet, (2) be prepared in accordance with GAAP (except for the absence of footnotes) on a basis consistent with and utilizing the same principles, practices and policies as those used in preparing the Company Balance Sheet and (3) set forth the Company’s estimate of : (A) the Working Capital (the “Estimated Working Capital”), (B) the Working Capital Deficiency or Working Capital Excess, as applicable, and (C) the aggregate Indebtedness of the Company and the Subsidiaries (the “Estimated Indebtedness”), in each case as of 11:59 PM Pacific time on the Closing Date and as derived from the Estimated Closing Date Balance Sheet; (ii) the aggregate unpaid Acquisition Expenses, together with a description and the amount of each element thereof and check mailing and wire instructions with respect to each element thereof, including the amount of each Banker Fee; (iii) an itemization of each element of the Estimated Indebtedness, including the Loans; (iv) the Company’s calculation of the Merger Consideration, the Fully Diluted Common Stock Outstanding, the Aggregate Option Exercise Price, the Aggregate Warrant Exercise Price, the Per Share Merger Consideration, the number of Company Warrants, the aggregate amount of all Company Warrant Payments, the number of Company Options, and the aggregate amount of all Company Option Payments; (1) the identity and mailing address name of each record holder of Company Capital Stock Shares and the number of Company Shares held by each such Company Stockholder; (B) the name of each holder of Company Warrants and the number and type of shares of Company Capital Stock held by each such Stockholder; (2) the identity and mailing address of record of each holder of a Company Option, the number of shares of Company Common Stock subject to the Company Options held by such holder, the date of grant, the exercise prices and vesting schedules thereof, and the number of shares of Company Common Stock Shares subject to each Company Option that is qualified as an “incentive stock option” under Section 422 of the Code; and (3) the identity and mailing address of each record holder of a Company Warrant, the number and type of shares of Company Capital Stock subject to the Company Warrants held by such holder, and the date exercise price of grant, each Company Warrant; (C) the exercise prices portion and vesting schedules form of the Merger Consideration payable to each Company Securityholder pursuant to this Section 2(e); (if applicableD) thereof; (vi) (1) the name of each participant in the Management Plans and the portion of the Merger Consideration to be paid to each Stockholder such participant (net of such Stockholder’s Pro Rata Share of the Indemnification Escrow Amountaggregate amount set forth in this clause (D), the Special Litigation Escrow Amount and the Holder Representative Escrow “Initial Management Payment Amount) with respect to each Certificate held by such Stockholder”); (2E) 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 Stockholder 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 that certain Junior Securities Allocation Agreement entered into as of the date hereof by and among the Company and the Company Securityholders named therein. The Allocation Certificate shall (1) be in accordance with the 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 each 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 Certificate held by such Stockholder as necessary to reflect (inclusive of such Stockholder’s Pro Rata Share x) changes in the ownership of the Indemnification Escrow AmountCompany Shares during such time, (y) changes in the Special Litigation Escrow Amount allocation resulting from the terms of any underlying security or plan and (z) any adjustments to the Holder Representative Escrow Amount); (3) each Holder’s Pro Rata Share;amount or form of Merger Consideration in accordance with the terms and provisions of this Agreement.

Allocation Certificate. At least five (5) Not less than [*] Business Days prior to the Closing Date, the Company shall deliver to Buyer Parent a certificate schedule, in the form attached as Annex B hereto (which shall be updated and delivered by the Representative to Parent prior to any payments by Parent of any Additional Consideration after the Closing pursuant to Section 1.10) (the “Allocation Certificate”) signed ), prepared by the Chief Executive Officer of Company in accordance with the Company certifying as to the accuracy Organizational Documents and completenessthis Agreement and setting forth, in each case as of the Closing, of: (i) an estimated unaudited consolidated balance sheet (the “Estimated Closing Date Balance Sheet”) name of the each Company and the Subsidiaries as of 11:59 PM Pacific time on the Closing DateSecurityholder, which Estimated Closing Date Balance Sheet shall (1) be substantially in the form of the Company Balance Sheet, (2) be prepared in accordance with GAAP (except for the absence of footnotes) on a basis consistent with and utilizing the same principles, practices and policies as those used in preparing the Company Balance Sheet and (3) set forth the Company’s estimate of (A) the Working Capital (the “Estimated Working Capital”), (B) the Working Capital Deficiency or Working Capital Excess, as applicable, and (C) the aggregate Indebtedness of the Company and the Subsidiaries (the “Estimated Indebtedness”), in each case as of 11:59 PM Pacific time on the Closing Date and as derived from the Estimated Closing Date Balance Sheet; (ii) in the aggregate unpaid Acquisition Expenses, together with a description and the amount case of each element thereof and check mailing and wire instructions with respect to each element thereof, including the amount Company Securityholder who is a holder of each Banker Fee; (iii) an itemization of each element of the Estimated Indebtedness, including the Loans; (iv) the Company’s calculation of the Merger Consideration, the Fully Diluted Common Stock Outstanding, the Aggregate Option Exercise Price, the Aggregate Warrant Exercise Price, the Per Share Merger ConsiderationPreferred Stock, the number of Company Warrants, the aggregate amount of all Company Warrant Payments, the number of Company Options, shares and the aggregate amount of all Company Option Payments; (1) the identity and mailing address designation of each record holder of Company Capital Stock and the number and type of shares of Company Capital Preferred Stock held by each such Stockholder; Company Securityholder, (2iii) in the identity and mailing address of record case of each Company Securityholder who is a holder of a Company OptionCommon Stock, the number of shares of Company Common Stock subject held by each such Company Securityholder, (iv) in the case of each Company Securityholder who is a holder of Vested Options, the number of Vested Options held by each such Company Securityholder, (v) the email address of record (including physical addresses to the extent available) of such Company Securityholder, (vi) in the case of each Company Securityholder who is a holder of Preferred Stock, (A) the Per Share Closing Consideration, (B) the Closing Cash Consideration and (C) the Closing Stock Consideration, in each case, allocable to such Company Securityholder, (vii) the Closing Cash, (viii) the calculation of the Company Closing Cash Amount and (ix) a formula for calculating the Per-Share Additional Consideration potentially payable and allocable to such Company Securityholder. If Parent disagrees with any item set forth in the Allocation Certificate, Parent shall be entitled to provide comments to the Company Options held by no later than [*] Business Days prior to the Closing Date, and Parent and the Company shall, in good faith, use their respective reasonable best efforts to resolve any such holderrequested changes and, to the extent necessary, the date of grantAllocation Certificate shall be revised to reflect any changes to any component thereof mutually agreed to in writing by Parent and the Company prior to the Closing; provided, however, that if any such requested changes are not resolved prior to the Closing Date, the exercise prices and vesting schedules thereof, and the number of shares of Company Common Stock subject to each Company Option that is qualified as an “incentive stock option” under Section 422 of the Code; and (3) the identity and mailing address of each record holder of a Company Warrant, the number and type of shares of Company Capital Stock subject to Allocation Certificate provided by the Company Warrants held by such holder, and the date of grant, the exercise prices and vesting schedules (if applicable) thereof; (vi) (1) the Merger Consideration to be paid to each Stockholder (net of such Stockholder’s Pro Rata Share of the Indemnification Escrow Amount, the Special Litigation Escrow Amount and the Holder Representative Escrow Amount) shall control with respect to each Certificate held by any such Stockholderunresolved requested changes; (2) provided, further, that any failure to resolve such requested changes shall not relieve Parent of its obligation to effect the Merger Consideration to be paid to each Stockholder with respect to each Certificate held by such Stockholder (inclusive of such Stockholder’s Pro Rata Share of the Indemnification Escrow Amount, the Special Litigation Escrow Amount and the Holder Representative Escrow Amount); (3) each Holder’s Pro Rata Share;Transactions.

Allocation Certificate. At least five (5a) Business Days prior Prior to or on the Closing Datedate hereof, the Company shall deliver delivered to Buyer Parent (the date of such delivery, the “Allocation Date”) a certificate (the “Allocation Certificate”) of the Company signed by the Chief Executive Officer of the Company certifying as to the accuracy and completeness, in each case as of the Closingdate hereof, of: (i) an estimated unaudited consolidated balance sheet the Company’s good faith estimate of the Closing Adjustment (the “Estimated Closing Date Balance Sheet”) of the Company and the Subsidiaries as of 11:59 PM Pacific time on the Closing Date, which Estimated Closing Date Balance Sheet shall (1) be substantially in the form of the Company Balance Sheet, (2) be prepared in accordance with GAAP (except for the absence of footnotes) on a basis consistent with and utilizing the same principles, practices and policies as those used in preparing the Company Balance Sheet and (3) set forth the Company’s estimate of (A) the Working Capital (the “Estimated Working CapitalAdjustment”), (B) including individual estimates of each of the Working Capital Deficiency or Working Capital Excessitems of the Closing Adjustment, as applicableincluding each element of such item, and (C) the aggregate Indebtedness of the Company and the Subsidiaries (the “Estimated Indebtedness”), in each case as of 11:59 PM Pacific time on the Closing Date and as derived from the Estimated Closing Date Balance Sheeta description thereof; (ii) the aggregate unpaid Acquisition Expenses, together with a description and the amount of each element thereof and check mailing and wire instructions with respect to each element thereof, including the amount of each Banker Fee; (iii) an itemization of each element of the Estimated Indebtedness, including the Loans; (iv) the Company’s calculation of the Merger Consideration, the Fully Diluted Common Stock Outstanding, the Aggregate Option Exercise Price, the Aggregate Warrant Exercise Price, number of Outstanding Shares and the Per Share Merger Consideration, the number of Company Warrants, the aggregate amount of all Company Warrant Payments, the number of Company Options, and the aggregate amount of all Company Option Payments; (1iii) the identity and mailing address of each record holder of Company Capital Stock and Shareholder as set forth in the number and type of shares of Company Capital Stock held by each such StockholderCompany’s records; and (2iv) (A) the identity and mailing address aggregate amount of record of each holder of a Company Option, the number of shares of Company Common Stock subject to the Company Options held by such holder, the date of grant, the exercise prices and vesting schedules thereof, and the number of shares of Company Common Stock subject Per Share Merger Consideration payable to each Company Option that is qualified as an “incentive stock option” under Section 422 of Shareholder after the Code; and Effective Time, (3B) the identity and mailing address of each record holder of a Company Warrant, the number and type of shares of Company Capital Stock subject to the Company Warrants held by such holder, and the date of grant, the exercise prices and vesting schedules (if applicable) thereof; (vi) (1) the Merger Consideration to be paid to each Stockholder (net of such StockholderShareholder’s Pro Rata Share Portion of the Indemnification Escrow Amount, the Special Litigation Escrow Amount Indemnity Holdback and the Holder Representative Escrow AmountEarn-Out Amount (expressed as dollar amounts and as a percentage), (C) each Shareholder’s Pro Rata Portion of the Initial Payment payable to each Shareholder pursuant to Section 2.03(b)(i), and (D) any required withholding (if any) with respect to each Shareholder. (b) The Allocation Certificate held by such Stockholder; (2) shall be deemed the definitive calculation of the amounts payable to the Shareholders, in connection with the Merger Consideration to be paid to each Stockholder and the disbursement thereof, except with respect to each such adjustments as may be provided under Section 2.06. Parent shall be entitled to rely on the Allocation Certificate held by for all such Stockholder (inclusive disbursements and upon such disbursements shall have no responsibility or liability on account of such Stockholder’s Pro Rata Share of the Indemnification Escrow Amount, the Special Litigation Escrow Amount and the Holder Representative Escrow Amount); (3) each Holder’s Pro Rata Share;its acting in accordance with same.

Allocation Certificate. At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Buyer Parent a certificate (the “Allocation Certificate”) of the Company signed by the Representative (on behalf of the Company Holders) and by the Chief Executive Financial Officer of the Company certifying as to the accuracy and completeness, in each case as of the Closing, of: (i) an estimated unaudited consolidated balance sheet (the “Estimated Closing Date Balance Sheet”) of the Company and the Subsidiaries as of 11:59 PM Pacific time on the Closing Date, which Estimated Closing Date Balance Sheet shall (1) be substantially in the form of the Company Balance Sheet, (2) be prepared in accordance with GAAP (except for the absence of footnotes) on a basis consistent with and utilizing the same principles, practices and policies as those used in preparing the Company Balance Sheet and (3) set forth the Company’s estimate of (A) the Working Capital (the “Estimated Working Capital”), (B) the Working Capital Deficiency or Working Capital Excess, as applicable, and (C) the aggregate Indebtedness of the Company and the Subsidiaries (the “Estimated Indebtedness”), in each case as of 11:59 PM Pacific time on the Closing Date and as derived from the Estimated Closing Date Balance Sheet; (ii) the aggregate unpaid Acquisition Expenses, together with a description and the amount of each element thereof and check mailing and wire instructions with respect to each element thereof, including the amount of each Banker Fee; (iii) an itemization of each element of the Estimated Indebtedness, including the Loans; (iva) the Company’s calculation of all of the Merger Considerationamounts used to calculate (and a calculation of each of) the Closing Payment, the Closing Payment Reduction Amount, Closing Option/Warrant Amount, Fully Diluted Common Stock OutstandingShare Number, the Aggregate Option Exercise PriceFully-Diluted Preferred Shares, the Aggregate Warrant Exercise Price, the Per Share Merger ConsiderationCommon Closing Payment, the number of Company WarrantsPer Share Common Escrow Payment, the aggregate amount of all Company Warrant PaymentsPer Share Common Reimbursement Payment, the number of Company OptionsPer 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 the aggregate amount of all Company Option Paymentsany withholding obligations that apply to any payments; (1b) the identity and mailing address of each record holder of Company Capital Stock and Holder, indicating (i) the number and type of shares of Company Capital Stock Shares held by each such Stockholderholder; (2ii) the identity and mailing address of record of each holder of a Company Option, (A) the number of shares of Company Common Stock Shares subject to the Company Options held by such holder, the date of grant, holder and (B) the exercise prices and vesting schedules extent vested thereof, and (iii) (A) the number of shares any type of Company Common Stock Shares subject to each Company Option that is qualified as an “incentive stock option” under Section 422 of the Code; and (3) the identity and mailing address of each record holder of a Company Warrant, the number and type of shares of Company Capital Stock subject to the Company Warrants held by such holder, holder and the date of grant, (B) the exercise prices and vesting schedules extent vested thereof, and (if applicableiv) (A) the number of any type of Company Shares subject to any other securities of the Company held by such holder and (B) the exercise prices and extent vested thereof;; and (vi) (1c) the Merger Consideration amount of (i) the Closing Payment to be paid to each Stockholder Company Holder; (net ii) each Company Holder’s portion of such Stockholderany Working Capital Surplus, expressed as a percentage, (iii) each Company Holder’s Pro Rata Share portion of the Indemnification Escrow AmountConsideration, expressed as a dollar amount and as a percentage; (iv) the Special Litigation portion of the Merger Consideration payable to each Company Holder without reduction for such Company Holder’s portion of the Escrow Amount Consideration; and the Holder Representative Escrow Amount(iv) any required withholdings (if any) from each such amount with respect to each Certificate held by such Stockholder; (2) Company Holder. Any portion of the Merger Consideration Closing Payment and Working Capital Surplus to be paid to each Stockholder with respect holders of Company Options shall be shown separately so as to each Certificate held allow the parties to determine the amounts to be paid by such Stockholder (inclusive of such Stockholder’s Pro Rata Share of the Indemnification Escrow Amount, the Special Litigation Escrow Amount Parent and the Holder Representative Escrow Amount); (3) each Holder’s Pro Rata Share;amount to be paid by the Paying Agent.

Allocation Certificate. (a) At least five three (53) Business Days prior to the Closing Dateand concurrently with the delivery of the Estimated Closing Statement, the Company shall prepare and deliver to Buyer Parent a spreadsheet setting forth, as of immediately prior to the Effective Time, each of the following: (i) the names and email addresses of all Securityholders and the number of Shares and Company Options (including calculations of each Securityholder’s Cashed Out Portion and Assumed Portion) (and their respective exercise prices) held by such Persons; (ii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number, the Per Share Cash Consideration and the Per Share Stock Consideration; (iii) the aggregate Indebtedness together with a description and the amount of each element thereof; (iv) the amount of: (A) each Securityholder’s portion (as a percentage interest and the interest in dollar terms) of the Closing Merger Consideration and the aggregate amount of Cash Consideration and Share Consideration payable and issuable to such Securityholder, respectively; (B) each Shareholder’s Shareholder Pro Rata Share of the amount to be contributed to the Post-Closing Adjustment Escrow Shares Fund; (C) with respect to each Securityholder, any required cost basis reporting information under Section 6045 of the Code that Parent may need to provide to the Exchange Agent pursuant to the Exchange Agent Agreement, to the extent reasonably available to the Company; and (D) any required withholding (if any) with respect to each Person to whom any payment shall be due and payable in connection with the Closing. (v) A Flow of Funds Memorandum with respect to payments to be made by or on behalf of Parent, the Company or the Surviving Company on the Closing Date in connection with the Mergers, including the wire instructions for each Person to whom any payment shall be due and payable in connection with the Closing. (b) The Company shall, at or prior to the Closing, deliver a certificate (such certificate and the items set forth in this Section 2.21 being collectively referred to as the “Allocation Certificate”) signed by the Chief Executive Officer of the Company and the Vice President of Finance of the Company, each in their capacity as such, certifying as to the accuracy and completeness, in each case as of the Closing, of:of each of the items set forth in the Allocation Certificate in conformity with the requirements of this Section 2.21. Subject to Section 2.19, the Allocation Certificate when in form and substance reasonably satisfactory to and approved by Parent shall be deemed the definitive calculation of all amounts owed and payable to Securityholders in connection with the Mergers and the disbursements thereof. The parties agree that Parent, Merger Sub 1 and Merger Sub 2 shall be entitled to rely on the Allocation Certificate in making payments under this Article II and Parent, Merger Sub 1 and Merger Sub 2 shall not be responsible for the calculations or the determinations regarding such calculations in such Allocation Certificate (unless and to the extent any such calculations are included in the Allocation Certificate at the request or direction of Parent). (ic) an estimated unaudited consolidated balance sheet (To the “Estimated Closing Date Balance Sheet”) of extent the Company and the Subsidiaries as of 11:59 PM Pacific time on the Closing Date, which Estimated Closing Date Balance Sheet shall (1) be substantially in the form of the Company Balance Sheet, (2) be prepared in accordance with GAAP (except for the absence of footnotes) on a basis consistent with and utilizing the same principles, practices and policies as those used in preparing the Company Balance Sheet and (3) set forth the Company’s estimate of (A) the Working Capital (the “Estimated Working Capital”), (B) the Working Capital Deficiency or Working Capital Excess, as applicable, and (C) the aggregate Indebtedness of the Company and the Subsidiaries (the “Estimated Indebtedness”), in each case as of 11:59 PM Pacific time on the Closing Date and as derived from the Estimated Closing Date Balance Sheet; (ii) the aggregate unpaid Acquisition Expenses, together with a description and the amount of each element thereof and check mailing and wire instructions Allocation Certificate specifies with respect to each element thereof, including a Shareholder the amount Cash Consideration and/or Share Consideration to be received in respect of each Banker Fee; (iii) an itemization of each element of the Estimated Indebtedness, including the Loans; (iv) the Company’s calculation of the Merger Consideration, the Fully Diluted Common Stock Outstanding, the Aggregate Option Exercise Price, the Aggregate Warrant Exercise Price, the Per Share Merger Consideration, the number of Company Warrants, the aggregate amount of all Company Warrant Payments, the number of Company Options, and the aggregate amount of all Company Option Payments; (1) the identity and mailing address of each record holder of Company Capital Stock and the number and type of shares of Company Capital Stock held by each such Stockholder; (2) the identity and mailing address of record of each holder of a Company Option, the number of particular shares of Company Common Stock subject to the Company Options held by such holderShareholder, the date of grant, the exercise prices and vesting schedules thereof, and the number of shares of Company Common Stock subject parties agree to each Company Option that is qualified treat such specification as an “incentive stock option” under Section 422 part of the Code; and (3) the identity and mailing address terms of each record holder of a Company Warrant, the number and type of shares of Company Capital Stock subject to the Company Warrants held by such holder, and the date of grant, the exercise prices and vesting schedules (if applicable) thereof; (vi) (1) the Merger Consideration to be paid to each Stockholder (net for purposes of such Stockholder’s Pro Rata Share of the Indemnification Escrow Amount, the Special Litigation Escrow Amount and the Holder Representative Escrow Amount) with respect to each Certificate held by such Stockholder; (2) the Merger Consideration to be paid to each Stockholder with respect to each Certificate held by such Stockholder (inclusive of such Stockholder’s Pro Rata Share of the Indemnification Escrow Amount, the Special Litigation Escrow Amount and the Holder Representative Escrow AmountTreasury Regulation Section 1.356-1(b); (3) each Holder’s Pro Rata Share;.

Allocation Certificate. At Privateer shall prepare and deliver to Tilray at least five (5) Business Days prior to the Closing Date, the Company shall deliver to Buyer Date a certificate signed by the Chief Financial Officer of Privateer in a form reasonably acceptable to Tilray (the “Allocation Certificate”) signed by the Chief Executive Officer setting forth (as of the Company certifying as immediately prior to the accuracy Effective Time) (i) each holder of Privateer Common Stock and completeness, in each case 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 Closing, of: (i) an estimated unaudited consolidated balance sheet (immediately prior to the “Estimated Closing Date Balance Sheet”) of the Company and the Subsidiaries as of 11:59 PM Pacific time on the Closing Date, which Estimated Closing Date Balance Sheet shall (1) be substantially in the form of the Company Balance Sheet, (2) be prepared in accordance with GAAP (except Effective Time for the absence of footnotes) on a basis consistent with and utilizing the same principles, practices and policies as those used in preparing the Company Balance Sheet and (3) set forth the Company’s estimate of (A) the Working Capital (the “Estimated Working Capital”), (B) the Working Capital Deficiency or Working Capital Excess, as applicable, and (C) the aggregate Indebtedness of the Company and the Subsidiaries (the “Estimated Indebtedness”), in each case as of 11:59 PM Pacific time on the Closing Date and as derived from the Estimated Closing Date Balance Sheet; (ii) the aggregate unpaid Acquisition Expenses, together with a description and the amount of each element thereof and check mailing and wire instructions with respect to each element thereof, including the amount of each Banker Fee; (iii) an itemization of each element of the Estimated Indebtedness, including the Loans; such holder; (iv) the Company’s calculation of the Merger Consideration, the Fully Diluted Common Stock Outstanding, the Aggregate Option Exercise Price, the Aggregate Warrant Exercise Price, the Per Share Merger Consideration, the number of Company Warrants, the aggregate amount of all Company Warrant Payments, the number of Company Options, and the aggregate amount of all Company Option Payments; (1) the identity and mailing address of each record holder of Company Capital Stock and the number and type of shares of Company Capital Stock held by each such Stockholder; (2) the identity and mailing address of record of each holder of a Company Option, the number of shares of Company Tilray Common Stock 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 Company Privateer Allocation in respect of Privateer Common Stock or in accordance with Section 5.5(d) in respect of Privateer Options held by such holderholder as of immediately prior to the Effective Time, the date of grant, the exercise prices and vesting schedules thereof, and the number of shares of Company Common Stock subject to each Company Option that is qualified as an “incentive stock option” under Section 422 of the Code; and (3v) the identity and mailing address of each record holder of a Company Warrant, the number and type of shares of Company Capital Stock subject cash dollar amount (rounded to the Company Warrants held by nearest whole cent), without interest, to be issued to such holder, and the date of grant, the exercise prices and vesting schedules (if applicable) thereof; , in lieu of any fractional shares of Tilray Common Stock pursuant to Section 1.5(c), (vi) the cash dollar amount (1) 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 Stockholder (net of such Privateer Stockholder’s Pro Rata Share of Cash Portion, (ix) each Privateer Stockholder’s Pro Rata Portion (x) each Founder Pro Rata Portion, (xi) the Indemnification Escrow AmountOption Exchange Ratio, (xii) the Special Litigation Escrow Amount Cash Consideration Shares, including the Stock Cash Consideration Shares and the Holder Representative Option Cash Consideration Shares, (xiii) each Privateer Stockholder’s Escrow AmountAllocation, (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 Certificate held by holder of a Privateer Option that is a Privateer Service Provider, (A) such Stockholder; holder’s Individual In-the-Money Option Value, (2B) 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 Merger Consideration to be paid to each Stockholder foregoing, and (xx) with respect to each Certificate held by holder of a Privateer Option that is a Privateer Service Provider, whether such Stockholder (inclusive holder has terminated Continuous Service and if so, the date of such Stockholder’s Pro Rata Share termination and the reason therefor. Concurrently with the execution of this Agreement, Privateer shall deliver to Tilray a draft of the Indemnification Escrow Amount, Allocation Certificate containing the Special Litigation Escrow Amount and above information as reasonably anticipated to be immediately prior to the Holder Representative Escrow Amount); (3) each Holder’s Pro Rata Share;Effective Time.

Allocation Certificate. At least five three (53) Business Days prior to the Closing Date, the Company shall deliver to Buyer Merger Sub a certificate (the “Allocation Certificate”) spreadsheet signed by the Chief Executive Officer of the Company certifying in such corporate capacity as to the accuracy and completenesscompleteness of each of the items set forth therein (the “Allocation Certificate”) setting forth, in each case as of immediately prior to the Closing, ofEffective Time: (i) an estimated unaudited consolidated balance sheet (the “Estimated Closing Date Balance Sheet”) aggregate cash of the Company and the Subsidiaries as of 11:59 PM Pacific time on the Closing Date, which Estimated Closing Date Balance Sheet shall (1) be substantially in the form of the Company Balance Sheet, (2) be prepared in accordance with GAAP (except for the absence of footnotes) on a basis consistent with and utilizing the same principles, practices and policies as those used in preparing the Company Balance Sheet and (3) set forth the Company’s estimate of (A) the Working Capital (the “Estimated Working Capital”), (B) the Working Capital Deficiency or Working Capital Excess, as applicable, and (C) the aggregate Indebtedness of the Company and the Subsidiaries (the “Estimated Indebtedness”), in each case as of 11:59 PM Pacific time on the Closing Date and as derived from the Estimated Closing Date Balance Sheet; (ii) the aggregate unpaid Acquisition ExpensesExpenses payable by the Company, together with a description and the amount of each element thereof and check mailing and wire instructions with respect (which, for the avoidance of doubt, such aggregate amount shall be subtracted from the Merger Consideration available for payment to each element thereof, including the amount of each Banker FeeStockholders); (iii) an itemization the aggregate Indebtedness of the Company, together with a description and the amount of each element thereof (which, for the avoidance of doubt, such aggregate amount shall be subtracted from the Estimated Indebtedness, including the LoansMerger Consideration available for payment to Stockholders whether such Indebtedness is assumed or paid off at Closing); (iv) the Company’s calculation of the Merger Consideration, the Fully Diluted Common Stock Outstanding, the Aggregate Option Exercise Price, the Aggregate Warrant Exercise Price, the Per Share Merger Consideration, the number of Company Warrants, the aggregate amount of all Company Warrant Payments, the number of Company Options, and the aggregate amount of all Company Option Payments; (1A) the identity and mailing address of each record holder of Company Capital Preferred Stock and the number and type of shares of Company Capital Preferred Stock held by each such Stockholder; holder and whether such holder has executed and delivered the Stockholder Consent, (2B) the identity and mailing address of record of each record holder of a Company OptionCommon Stock, together with the number of shares of Company Common Stock subject to the Company Options held by such holder, the date of grant, the exercise prices and vesting schedules thereof, and the number of shares of Company Common Stock subject to each Company Option that is qualified as an “incentive stock option” under Section 422 of the Code; and (3) the identity and mailing address of each record holder of a Company Warrant, the number and type of shares of Company Capital Stock subject to the Company Warrants held by such holder, and whether such Stockholder has executed and delivered the date Stockholder Consent, and (C) the identity of granteach record holder of F Preferred Stock and the number of F Preferred Stock held by each such holder and whether such holder has executed and delivered the Stockholder Consent; (v) the Company’s good faith calculation of (A) the Per Share Series A Preferred Stock Merger Consideration, (B) the exercise prices Per Share Series A-1 Preferred Stock Merger Consideration, (C) the Per Share Series A-2 Preferred Stock Merger Consideration, (D) the Per Share Series B Preferred Stock Merger Consideration, (E) the Per Share F Preferred Stock Merger Consideration, and vesting schedules (if applicableF) thereof;the Per Share Common Stock Merger Consideration; and (vi) (1) the Merger Consideration to be paid to each Stockholder (net Flow of such Stockholder’s Pro Rata Share of the Indemnification Escrow Amount, the Special Litigation Escrow Amount and the Holder Representative Escrow Amount) Funds Memorandum with respect to each Certificate held by such Stockholder; (2) the Merger Consideration payments to be paid to each Stockholder with respect to each Certificate held made by such Stockholder (inclusive or on behalf of such Stockholder’s Pro Rata Share of the Indemnification Escrow AmountMerger Sub, the Special Litigation Escrow Amount Company or the Surviving Corporation on the Closing Date in connection with the Transactions, including the wire instructions for each Person to whom any payment shall be due and payable in connection with the Holder Representative Escrow Amount); (3) each Holder’s Pro Rata Share;Closing.

Allocation Certificate. At least five (5) two Business Days prior to the Closing Date, the Company shall deliver to Buyer Parent a certificate (the “Allocation Certificate”) of the Company signed by the Chief Executive Officer and the Chief Financial Officer of the Company certifying as to the accuracy and completeness, in each case as of the Closing, of: (i) an estimated unaudited consolidated balance sheet (the “Estimated Closing Date Balance Sheet”) of the Company and the its Subsidiaries as of 11:59 PM Pacific time on the Closing Date, which Estimated Closing Date Balance Sheet shall (1) be substantially in the form of the Company Balance Sheet, (2) be prepared in accordance with GAAP (except for the absence of footnotes) on a basis consistent with and utilizing the same principles, practices and policies as those used in preparing the Company Balance Sheet and (3) set forth which shall contain the Company’s estimate of (A) the Working Capital (the “Estimated Working Capital”), (B) the Working Capital Deficiency or Working Capital Excess, as applicable, liabilities and (C) the aggregate Indebtedness Realizable Assets of the Company and the its Subsidiaries (the “Estimated Indebtedness”), in each case as of 11:59 PM Pacific time on the Closing Date and as derived from the Estimated Closing Date Balance SheetDate; (ii) the aggregate unpaid Acquisition Expensesamount of Advances as of the Closing; (iii) the aggregate Collections Amount as of the Closing, together with a description and the amount of each element thereof and check mailing and wire instructions with respect to each element thereof, including the amount of each Banker Fee; (iii) an itemization of each element of the Estimated Indebtedness, including the Loans; (iv) the Company’s calculation of the Stockholder Merger Consideration, the Fully Diluted Common Stock Outstanding, the Aggregate Option Exercise Price, the Aggregate Warrant Exercise Price, the Per Share Merger Consideration, the number of Company Warrants, the aggregate amount of all Company Warrant Payments, the number of Company Options, and the aggregate amount of all Company Option Payments; (1v) the identity and mailing address of each record holder of Company Capital Stock Holder and the number and type of shares of Company Capital Stock held by each such Stockholder; (2) the identity and mailing address of record of each holder of a Company Option, the number of shares of Company Common Stock subject to the Company Options held by such holder, the date of grant, the exercise prices and vesting schedules thereof, Holder and the number of shares of Company Common Stock subject to each Company Option that is qualified as an “incentive the stock option” under Section 422 of the Code; and (3certificate(s) the identity and mailing address of each record holder of a Company Warrant, the number and type of representing such shares of Company Capital Stock subject to the Company Warrants held by such holder, and the date of grant, the exercise prices and vesting schedules (if applicable) thereof;Stock; and (vi) the amount of (1w) the Stockholder Merger Consideration payable to each Holder without reduction for such Holder’s Pro Rata Share of the Holdback Amount; (x) the Stockholder Merger Consideration to be paid to each Stockholder (Holder net of such StockholderHolder’s Pro Rata Share of the Indemnification Escrow Amount, the Special Litigation Escrow Holdback Amount and the Holder Representative Escrow Amountnet amounts payable upon each installment described in Sections 1.6(c)(i) with respect to each Certificate held by such Stockholder; through (2iii) (and in the Merger Consideration to be paid to each Stockholder with respect to each Certificate held by such Stockholder (inclusive case of Sections 1.6(c)(ii) and 1.6(c)(iii), based on the Collections Amount as of such Stockholderdate), (y) each Holder’s Pro Rata Share of the Indemnification Escrow Holdback Amount, expressed as a percentage; and (z) any required withholding (if any) with respect to each Holder, which Allocation Certificate, when approved by Parent, shall be deemed the Special Litigation Escrow definitive calculation of Stockholder Merger Consideration payable to the Holders (except with respect to changes in the Collections Amount pursuant to Section 1.6(a)(iii)) in connection with the Merger and the Holder Representative Escrow Amount); (3) each Holder’s Pro Rata Share;disbursement thereof.

Allocation Certificate. At least five (5) two Business Days prior to the Closing Date, the Company shall deliver to Buyer Parent a certificate (the “Allocation Certificate”) of the Company signed by the Chief Executive Officer and the Chief Financial Officer of the Company certifying as to on behalf of the accuracy and completenessCompany certifying, in each case as of the Closing, ofas to: (i) an estimated consolidated unaudited consolidated balance sheet (the “Estimated Closing Date Balance Sheet”) of the Company and the its Subsidiaries as of 11:59 PM Pacific time p.m., Eastern time, on the Closing Date, which Estimated Closing Date Balance Sheet shall (1x) be substantially in the form of the Company Balance Sheet, (2y) be prepared in accordance with GAAP (except for the absence of footnotes) on a basis consistent with and utilizing the same principles, practices and policies as those used in preparing the Company Balance Sheet (except for the absence of footnotes) and (3z) set forth the Company’s estimate of (A) the Working Capital (the “Estimated Working Capital”), (B) the Working Capital Deficiency or Working Capital ExcessDeficiency, as applicableif any, and (C) the aggregate Indebtedness of the Company and the Subsidiaries Debt (the “Estimated IndebtednessDebt”), in each case as of 11:59 PM Pacific time p.m., Eastern time, on the Closing Date and as derived from the Estimated Closing Date Balance Sheet; (ii) the estimated aggregate unpaid Acquisition Expenses, together with a description and the amount of each element thereof and check mailing and wire instructions with respect to each element thereof(i.e., including the amount of each Banker Feelegal, accounting, investment banking); (iii) an itemization of each element the Company’s calculation of the Merger Consideration, using the Estimated IndebtednessDebt and the Estimated Working Capital to determine the Debt and the Working Capital Deficiency, including the Loansif any, for purposes of such calculation pursuant to Section 2.6(a); (iv) the Company’s calculation of the Merger Consideration, the number of shares of Fully Diluted Common Stock Outstanding, the Aggregate Option Exercise Price, the Aggregate Warrant Exercise Price, the Per Share Merger Consideration, the number of Company Warrants, the aggregate amount of all Company Warrant Payments, the number of Company Options, and the aggregate amount of all Aggregate Assumed Company Option PaymentsValue; (1v) (x) the identity and mailing address of each record holder of Company Capital Stock and the number of shares of Company Common Stock and Company Preferred Stock held by each such Stockholder and (y) the identity and mailing address of each holder of a Company Stock Right, the number and type of shares of Company Capital Stock held by each such Stockholder; (2) the identity and mailing address of record of each holder of a Company Option, the number of shares of Company Common Stock subject to the Company Options Stock Rights held by such holder, the date of grant, the exercise prices and vesting schedules thereof, and the number of shares of Company Common Stock subject to each Company Option that is qualified as an “incentive stock option” under Section 422 of the Code; and (3) the identity and mailing address of each record holder of a Company Warrant, the number and type of shares of Company Capital Stock subject to each Company Stock Right that will be vested and exercisable as of the Company Warrants held by such holderClosing, and whether such Company Stock Right is qualified as an “incentive stock option” under section 422 of the date of grant, the exercise prices and vesting schedules (if applicable) thereof;Code; and (vi) (1x) each Stockholder’s Pro Rata Share of the Escrow Amount; (y) the amount of the Merger Consideration to be paid to each Stockholder (net of such Stockholder’s Pro Rata Share of the Indemnification Escrow Amount, the Special Litigation Escrow Amount and the Holder Representative Escrow Amount) with respect to each Certificate held by such Stockholder; (2) the Merger Consideration to be paid to each Stockholder with respect to each Certificate held by such Stockholder and the amount of the Cash Consideration and the Stock Consideration with respect to each such Certificate; and (inclusive z) the amount of such the required Tax withholding (if any), including with respect to the Transaction Bonus Plan, with respect to each Stockholder. Parent shall be given timely access to all supporting workpapers used in the preparation of the Estimated Closing Date Balance Sheet and the Allocation Certificate, which Allocation Certificate, when accepted or deemed accepted by Parent, shall be deemed final for purposes of the Closing and serve as the basis for calculating the payments to be made on the Closing Date and each Stockholder’s Pro Rata Share Share. Unless Parent shall have objected to the Allocation Certificate delivered by the Company, the Allocation Certificate shall be deemed accepted by Parent as of the Indemnification Escrow AmountClosing. If Parent objects to the Allocation Certificate delivered by the Company, the Special Litigation Escrow Amount and the Holder Representative Escrow Amount); (3) each Holder’s Pro Rata Share;parties hereto shall use good faith efforts to agree upon a final form of Allocation Certificate before Closing.

Allocation Certificate. At least five (5) Business Days On the Closing Date prior to the Closing DateEffective Time, the Company shall deliver to Buyer Parent a certificate (the “Allocation Certificate”) of the Company signed by the Chief Executive Officer of the Company certifying as to the accuracy and completenesscertifying, in each case as of the Closing, of: (i) an estimated unaudited consolidated balance sheet (the “Estimated Closing Date Balance Sheet”) of the Company and the Subsidiaries as of 11:59 PM Pacific time on the Closing Date, which Estimated Closing Date Balance Sheet shall (1) be substantially in the form of the Company Balance Sheet, (2) be prepared in accordance with GAAP (except for the absence of footnotes) on a basis consistent with and utilizing the same principles, practices and policies as those used in preparing the Company Balance Sheet and (3) set forth the Company’s estimate of (A) the Working Capital (the “Estimated Working Capital”), (B) the Working Capital Deficiency or Working Capital Excess, as applicable, and (C) the aggregate Indebtedness of the Company and the Subsidiaries (the “Estimated Indebtedness”), in each case as of 11:59 PM Pacific time on the Closing Date and as derived from the Estimated Closing Date Balance Sheet; (ii) the aggregate unpaid Acquisition Expenses, together with a description and the amount of each element thereof and check mailing and wire instructions with respect to each element thereof, including the amount of each Banker Fee; (iii) an itemization of each element of the Estimated Indebtedness, including the Loans; (iv) the Company’s calculation of the Merger Consideration, the Fully Diluted Common Stock Outstanding, the Aggregate Option Exercise Price, the Aggregate Warrant Exercise Price, the Per Share Merger Consideration, the number of Company Warrants, the aggregate amount of all Company Warrant Payments, the number of Company Options, and the aggregate amount of all Company Option Payments; (1a) the identity and mailing address of each record holder of Company Capital Common Stock and the number and type of shares of Company Capital Stock held by each such Stockholder; (2) the identity and mailing address of record of each holder of a Company Option, the number of shares of Company Common Stock subject to the Company Options held by each such holder; (b) the identity of each record holder of Company Preferred Stock and the number of shares of Company Preferred Stock held by each such holder; (c) the identity of each holder of Company Options, the date number and type of grantCompany Capital Stock covered by such Company Options, the exercise prices and vesting schedules thereof, and the number of shares and type of Company Common 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; (d) the address of record of each Company Holder; and (3e) the identity and mailing address of each record holder of a Company WarrantInitial Merger Consideration, the number and type of shares of Company Capital Stock subject to the Company Warrants held by such holder, and the date of grant, the exercise prices and vesting schedules (if applicable) thereof; (vi) (1) the Merger Consideration to be paid to each Stockholder (net of such Stockholder’s Pro Rata Share of the Indemnification Escrow Amount, Closing Adjustment Escrow Amount, Promissory Note Interests, Representative Reimbursement Amount and Contingent Merger Consideration (expressed as a percentage) allocable to each such Company Holder, which Allocation Certificate when approved by Parent shall be deemed the Special Litigation definitive allocation of Merger Consideration among the Company Holders in accordance with the Merger and the disbursements thereof, including with respect to the Escrow Amount and Representative Reimbursement Amount. In completing the Holder Representative Escrow Amount) with respect Allocation Certificate the parties may, by mutual written agreement, make adjustments in the Allocation Certificate to each Certificate held by such Stockholder; (2) the Merger Consideration extent necessary to be paid to each Stockholder with respect to each Certificate held by such Stockholder (inclusive of such Stockholder’s Pro Rata Share achieve the intent of the Indemnification Escrow Amount, the Special Litigation Escrow Amount and the Holder Representative Escrow Amount); (3) each Holder’s Pro Rata Share;conversion formulas set forth in Section 2.7.

Allocation Certificate. At least five (5) Business Days prior to On the Closing Date, the Company shall deliver to Buyer Parent a certificate of the Company in form reasonably acceptable to Parent (the “"Allocation Certificate”") signed by the Chief Executive Officer or Chief Financial Officer of the Company certifying as to the accuracy and completeness, in each case as of the Closing, ofof the following: (a) the amount of (i) an estimated unaudited consolidated balance sheet Closing Cash; (ii) the “Estimated Closing Date Balance Sheet”) unpaid Indebtedness of the Company at Closing; and (iii) the Company Transaction Expenses; (b) calculation of the Initial Merger Consideration (as adjusted pursuant to Section 2.2), the Fully Diluted Share Number, and the Subsidiaries Per Share Initial Consideration; (c) for each Company Holder as of 11:59 PM Pacific time on the Closing Date, which Estimated Closing Date Balance Sheet shall (1) be substantially in the form of the Company Balance Sheeteach case, (2) be prepared in accordance with GAAP (except for the absence of footnotes) on a basis consistent with and utilizing the same principles, practices and policies as those used in preparing the Company Balance Sheet and (3) set forth in the Company’s estimate of records: (A) name and address of such Company Holder and whether such Company Holder is an employee of the Working Capital (the “Estimated Working Capital”)Company, (B) the Working Capital Deficiency or Working Capital Excess, as applicable, and (C) the aggregate Indebtedness of the Company and the Subsidiaries (the “Estimated Indebtedness”), in each case as of 11:59 PM Pacific time on the Closing Date and as derived from the Estimated Closing Date Balance Sheet; (ii) the aggregate unpaid Acquisition Expenses, together with a description and the amount of each element thereof and check mailing and wire instructions with respect to each element thereof, including the amount of each Banker Fee; (iii) an itemization of each element of the Estimated Indebtedness, including the Loans; (iv) the Company’s calculation of the Merger Consideration, the Fully Diluted Common Stock Outstanding, the Aggregate Option Exercise Price, the Aggregate Warrant Exercise Price, the Per Share Merger Consideration, the number of Company Warrants, the aggregate amount of all Company Warrant Payments, the number of Company Options, and the aggregate amount of all Company Option Payments; (1) the identity and mailing address of each record holder of Company Capital Stock and the number and type class of shares of Company Capital Stock held by each such Stockholder; (2) the identity and mailing address Company Holder, including, for holders of record of each holder of a Company OptionRestricted Stock, the number related schedule of shares of Company Common Stock subject to release from the Company Options held by such holderforfeiture condition, the date of grant, the exercise prices and vesting schedules thereof, and the number of shares of Company Common Stock subject to each Company Option that is qualified as an “incentive stock option” under Section 422 of the Code; and (3C) the identity and mailing address of each record holder of a Company Warrant, the number and type class of shares of Company Capital Stock subject to the each Company Warrants Option held by such holderCompany Holder, and if applicable, the exercise price per share, and the date of grant, the exercise prices and or vesting schedules thereof, (if applicableD) thereof; (vi) (1) the Merger Consideration to be paid to each Stockholder (net of such Stockholder’s Pro Rata Share a calculation of the Indemnification Escrow Amountamount payable at Closing to such Company Holder pursuant to the terms and conditions of this Agreement, (E) a calculation of the Special Litigation Escrow Amount and the Holder Representative Escrow Amount) with respect to each Certificate number of shares of Nice Ltd. Ordinary Shares for which any Assumed Company Option held by such StockholderCompany Holder may be exercised by such Company Holder and the exercise price per share of such Assumed Company Option; and (2F) the Merger Consideration aggregate contribution to be paid made to each the Escrow Fund and the Stockholder with respect to each Certificate held Representative Expense Amount by such Stockholder (inclusive of such Stockholder’s Pro Rata Share Company Holder. On or prior to the Closing Date, an officer of the Indemnification Escrow Amount, Company shall certify on behalf of the Special Litigation Escrow Amount Company that the Allocation Certificate complies in all respects with this Section 2.6 and such Allocation Certificate shall be deemed to be the Holder Representative Escrow Amount); (3) each Holder’s Pro Rata Share;definitive calculation of all amounts payable to the Company Holders.