Common use of Closing Spreadsheet Clause in Contracts

Closing Spreadsheet. The Company shall prepare and deliver to Acquirer and the Paying Agent, no later than three (3) Business Days prior to the Closing, a spreadsheet (the “Closing Spreadsheet”), in a form reasonably acceptable to Acquirer and the Paying Agent, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective Time: (a) the names of all the Company Securityholders and their respective addresses and, where available, email addresses; (b) the number and kind of shares of Company Capital Stock held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to Company Options and Company Capital Stock (if any) and terms of the Company’s rights to repurchase such Company Capital Stock (including the repurchase price payable per share); (e) the calculation of Total Merger Consideration, Total Adjusted Merger Consideration, Founder Holdback Amount, Escrow Fund, Expense Fund, Per Share Amount, Closing Per Share Amount (with respect to each Effective Time Holder), Escrow Per Share Amount, Expense Fund Per Share Amount and Founder Holdback Per Share Amount; (f) with respect to each Effective Time Holder, the aggregate amount of cash payable to such Effective Time Holder pursuant to Sections 1.10(a)(i), 1.10(a)(ii) and 1.10(a)(iii); (g) with respect to each Company Optionholder, the aggregate Vested Company Option Cash Out Amount payable to such holder with respect to all Vested Company Options held by such Company Optionholder pursuant to Section 1.10(a)(iv); (h) the Pro Rata Share of each Effective Time Holder in the Escrow Fund and the Expense Fund; (i) the wire transfer instructions with respect to payments by the Acquirer pursuant to Sections 1.10(a)(i), 1.10(a)(ii), 1.10(b)(i), and 1.10(c); (j) the Persons to whom Estimated Company Indebtedness (with respect to indebtedness for borrowed money) and Estimated Company Transaction Expenses is owed and, in each case, their respective payoff amounts and wire transfer instructions; and (k) a separate column indicating whether each Company Securityholder will be paid by the Paying Agent or through Company payroll.

Closing Spreadsheet. The Company shall prepare and deliver to Acquirer and the Paying Agent, no later than (a) At least three (3) Business Days business days prior to the Closingscheduled Closing Date, the Company shall prepare a payment spreadsheet (the “Closing Payment Spreadsheet”), ) in a form reasonably acceptable to Acquirer Parent, certified as complete and accurate by the Chief Executive Officer and the Paying Agent, which spreadsheet shall be dated as Chief Financial Officer of the Closing Date and shall set Company, setting forth all of the following information with respect to each Company Stockholder: (in addition i) the number of shares of Company Capital Stock to the other required data and information specified therein), be held by such Company Stockholder as of the Closing Date and immediately prior to the Effective Time: (a) the names of all the Company Securityholders and their respective addresses and, where available, email addresses; (bii) the number aggregate Estimated Adjusted Merger Consideration payable to such Company Stockholder in accordance with the terms of this Agreement and kind in the manner provided herein in respect of all of the shares of Company Capital Stock to be held by, or subject by such Company Stockholder as of immediately prior to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbersEffective Time; (ciii) the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to Company Options and Company Capital Stock (if any) and terms that portion of the Company’s rights Estimated Adjusted Merger Consideration otherwise payable to repurchase such Company Capital Stock (including Stockholder that Parent is entitled to withhold from such Company Stockholder and deliver to the repurchase price payable per shareEscrow Agent to fund the Escrow Fund pursuant to Section 2.8(b); (eiv) that portion of the Estimated Adjusted Merger Consideration otherwise payable to such Company Stockholder that Parent is entitled to withhold from such Table of Contents Company Stockholder and deliver to the Representative to fund the Representative Expense Fund pursuant to Section 2.8(c); (v) that portion of the Estimated Adjusted Merger Consideration otherwise payable to such Company Stockholder in respect of shares of Unvested Company Capital Stock that Parent is entitled to withhold pursuant to Section 2.9(d)(ii); and (vi) the calculation address of Total Merger Considerationsuch Company Stockholder where all amounts payable to such Company Stockholder pursuant to this Agreement shall be mailed and, Total Adjusted Merger Considerationif known to the Company, Founder Holdback Amountwire transfer information for each such Company Stockholder. (b) At least three (3) business days prior to the scheduled Closing Date, Escrow Fundthe Company shall prepare an options spreadsheet (the “Options Spreadsheet”) in a form reasonably acceptable to Parent, Expense Fundcertified as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of the Company, Per Share Amount, Closing Per Share Amount (setting forth the following information with respect to each Effective Time Holder), Escrow Per Share Amount, Expense Fund Per Share Amount and Founder Holdback Per Share Amount; (f) with respect to each Effective Time Holder, the aggregate amount holder of cash payable to such Effective Time Holder pursuant to Sections 1.10(a)(i), 1.10(a)(ii) and 1.10(a)(iii); (g) with respect to each Company Optionholder, the aggregate Vested Company Option Cash Out Amount payable to such holder with respect to all Vested Company Options held by such Company Optionholder pursuant to Section 1.10(a)(iv); (h) the Pro Rata Share of each Effective Time Holder in the Escrow Fund and the Expense Fund;Options: (i) the wire transfer instructions with respect name of each holder of Company Options as of immediately prior to payments by the Acquirer pursuant to Sections 1.10(a)(i), 1.10(a)(ii), 1.10(b)(i), and 1.10(c)Effective Time; (jii) the Persons number of Company Options held by each holder of Company Options (on a holder-by-holder basis) as of immediately prior to whom Estimated Company Indebtedness (with respect to indebtedness for borrowed money) and Estimated Company Transaction Expenses is owed and, in each case, their respective payoff amounts and wire transfer instructionsthe Effective Time; and (kiii) a separate column indicating whether the exercise price applicable to each Company Securityholder will Option held by holders of Company Options as of immediately prior to the Effective Time. (c) In the event that any information set forth in the Payment Spreadsheet becomes inaccurate at any time prior to the Effective Time, the Company shall deliver a revised Payment Spreadsheet, together with a new certification consistent with Section 6.9(a), whereupon such revised Payment Spreadsheet shall be paid by deemed to be the Paying “Payment Spreadsheet” for all purposes of and under this Agreement. In the event that any information set forth in the Options Spreadsheet becomes inaccurate at any time prior to the Effective Time, the Company shall deliver a revised Options Spreadsheet, together with a new certification consistent with Section 6.9(b), whereupon such revised Options Spreadsheet shall be deemed to be the “Options Spreadsheet” for all purposes of and under this Agreement. (d) The Company acknowledges and agrees that the Escrow Agent or through Company payrolland the Parent and its agents shall be entitled to rely on the Payment Spreadsheet and Options Spreadsheet for purposes of making any payments hereunder.

Closing Spreadsheet. The Company shall prepare and deliver to Acquirer and the Paying AgentParent, no later not less than three five (35) Business Days prior to the ClosingClosing Date, a spreadsheet (the “Closing Spreadsheet”), in a form reasonably acceptable to Acquirer and the Paying AgentParent, which spreadsheet shall include the information set forth below and shall be dated certified as complete, true and correct as of the Closing Date and shall set forth all by the Chief Executive Officer of the following information Company (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective Time:“Spreadsheet”): (a) With respect to each holder of Company Capital Stock, (i) such Person’s name, domicile address, and email address, (ii) the names number, class and series of all Company Capital Stock held by such Person, (iii) the Company Securityholders respective certificate number(s) representing such shares, (iv) respective date(s) of acquisition of such shares, (v) the aggregate amount of the Non-Participating Holder Per Share Closing Consideration, the Participating Holder Per Share Closing Consideration, and/or the Participating Holder Per Share Closing Stock Consideration to be paid to such Person at the Closing in respect of such shares, (vi) such Person’s Pro Rata Share of the Additional Per Share Consideration, if any, and their respective addresses andthe portion of such Additional Per Share Consideration represented by such Pro Rata Share, where available, email addresses;and (vii) such other relevant information that Parent or the Exchange Agent may reasonably require. (b) With respect to each holder of unexercised Company Warrants, (i) such Person’s name, domicile address, and email address, (ii) the type and number and kind of shares of Company Capital Stock issuable upon the exercise of each unexercised Company Warrant held byby such Person, or subject (iii) the respective exercise price per share of Company Capital Stock purchasable under such unexercised Company Warrants, (iv) the respective date(s) of issuance of such Company Warrants and the term of such Company Warrants, (v) the aggregate amount of the Non-Participating Warrant Closing Consideration and/or Participating Warrant Closing Consideration to be paid to the Company Options held byholder at Closing, and (vi) such Persons and, in other relevant information that Parent or the case of outstanding shares, the respective certificate numbers;Exchange Agent may reasonably require. (c) With respect to each holder of an unexercised Company Option (i) such Person’s name, domicile address, and email address, (ii) the type and number of shares of Company Capital Stock issuable upon the exercise of each unexercised Company Option held by such Person, (iii) the respective exercise price per share in effect for each of Company Option; Capital Stock purchasable under such unexercised Company Options, (div) the vesting status and schedule with respect to respective grant date(s) of such unexercised Company Options and Company Capital Stock (if any) and terms the term of the Company’s rights to repurchase such Company Capital Stock Options (including the repurchase price payable per share); (e) the calculation of Total Merger Consideration, Total Adjusted Merger Consideration, Founder Holdback Amount, Escrow Fund, Expense Fund, Per Share Amount, Closing Per Share Amount (with respect to each Effective Time Holdervesting schedule and any acceleration provisions), Escrow Per Share Amount, Expense Fund Per Share Amount and Founder Holdback Per Share Amount; (fv) with respect to each Effective Time Holder, the aggregate amount of cash payable to whether such Effective Time Holder pursuant to Sections 1.10(a)(i), 1.10(a)(ii) and 1.10(a)(iii); (g) with respect to each Company Optionholder, the aggregate Vested Company Option Cash Out Amount payable to such holder with respect to all Vested unexercised Company Options held by such Company Optionholder pursuant to Section 1.10(a)(iv); (h) the Pro Rata Share of each Effective Time Holder in the Escrow Fund and the Expense Fund; (i) the wire transfer instructions with respect to payments by the Acquirer pursuant to Sections 1.10(a)(i), 1.10(a)(ii), 1.10(b)(i)are incentive stock options or non-qualified stock options, and 1.10(c); (jvi) such other relevant information that Parent or the Persons to whom Estimated Company Indebtedness (with respect to indebtedness for borrowed money) and Estimated Company Transaction Expenses is owed and, in each case, their respective payoff amounts and wire transfer instructions; and (k) a separate column indicating whether each Company Securityholder will be paid by the Paying Exchange Agent or through Company payrollmay reasonably require.

Closing Spreadsheet. The Company shall prepare and deliver to Acquirer and the Paying AgentBuyer, no later not less than three five (35) Business Days prior to the ClosingClosing Date, a spreadsheet (the “Closing Spreadsheet”), in a form reasonably acceptable to Acquirer and the Paying AgentBuyer, which spreadsheet shall include the information set forth below and shall be dated certified as complete, true and correct as of the Closing Date and shall set forth all by the Chief Executive Officer of the following information Company (in addition to the other required data and information specified therein“Spreadsheet”), as of the Closing Date and immediately prior to the Effective Time:. (a) With respect to each holder of Company Capital Stock, (i) such Person’s name, domicile address (to the names of all the Company Securityholders extent available), and their respective addresses andemail address, where available, email addresses; (bii) the number number, class and kind of shares series of Company Capital Stock held byby such Person, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, (iii) the respective certificate numbers; number(s) representing such shares, (civ) the exercise price per share in effect for each Company Option; respective date(s) of acquisition of such shares, (dv) the vesting status and schedule with respect to Company Options and Company Capital Stock (if any) and terms of the Company’s rights to repurchase whether such Company Capital Stock (including the repurchase price payable per share); (e) the calculation of Total Merger Consideration, Total Adjusted Merger Consideration, Founder Holdback Amount, Escrow Fund, Expense Fund, Per Share Amount, Closing Per Share Amount (with respect to each Effective Time Holder), Escrow Per Share Amount, Expense Fund Per Share Amount and Founder Holdback Per Share Amount; (f) with respect to each Effective Time Person is a Participating Holder, (vi) the aggregate amount of cash payable to such Effective Time Holder pursuant to Sections 1.10(a)(i), 1.10(a)(ii) and 1.10(a)(iii); (g) with respect to each Company Optionholder, the aggregate Vested Company Option Cash Out Amount payable to such holder with respect to all Vested Company Options held by such Company Optionholder Person pursuant to Section 1.10(a)(iv2.6(b); , (hvii) the aggregate amount of shares of Buyer Common Stock, to be issued to such Person at the Closing in respect of such shares pursuant to Section 2.6(b), (viii) such Person’s Pro Rata Share and the portion of each Effective Time Holder in the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund;Fund represented by such Pro Rata Share and (iv) such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share. (b) With respect to each holder of an In-the-Money Warrant, (i) such Person’s name, domicile address (to the wire transfer instructions with respect to payments by the Acquirer pursuant to Sections 1.10(a)(i), 1.10(a)(ii), 1.10(b)(iextent available), and 1.10(c);email address, (ii) the number, class and series of Company Capital Stock issuable upon the exercise of such unexercised In-the-Money Warrant held by such Person, (iii) the exercise price of such In-the-Money Warrant, (iv) respective date(s) of acquisition of such In-the-Money Warrant, (v) the aggregate amount of Per Warrant Consideration payable to such Person, (vi) such Person’s Pro Rata Share and the portion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share and (vii) such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share. (jc) With respect to each holder of an unexercised Company Option (i) such Person’s name, domicile address (to the extent available), and email address, (ii) the Persons type and number of shares of Company Capital Stock issuable upon the exercise of each unexercised Company Option held by such Person, (iii) the respective exercise price per share of Company Capital Stock purchasable under such unexercised Company Options, (iv) the respective grant date(s) of such unexercised Company Options and the term of such Company Options, (v) whether such unexercised Company Options are incentive stock options or non-qualified stock options, (vi) in the case of Vested Company Options, the portion of the Per Vested Company Option Consideration to whom Estimated be paid to the holder at Closing, (vii) in the case of Vested Company Indebtedness Options, such Person’s Pro Rata Share and the portion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share, (with viii) in the case of Vested Company Options, such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share, (ix) whether income or employment Tax withholding is required and (x) in the case of Unvested Company Options, the number of shares of Buyer Common Stock such Assumed Option shall exercisable into and the exercise price of such Assumed Option. (d) With respect to indebtedness for borrowed money) and Estimated Company Transaction Expenses is owed andeach Key Employee, in each case, their respective payoff amounts and wire transfer instructions; and (k) a separate column indicating whether each Company Securityholder will be paid addition to any information required by the Paying Agent or foregoing Sections 2.15(a) through Company payroll(d), applicable to such Key Employee, (i) such Key Employee’s Key Retention Holdback Amount and (ii) the amounts due to such Key Employee on each of such Key Employee’s Retention Vesting Date.