Common use of Spreadsheets Clause in Contracts

Spreadsheets. The Company shall prepare, and deliver to Parent at least two (2) Business Days prior to the Closing Date, a spreadsheet certified by the President of the Company as true, complete, correct and in accordance with this Agreement and the Company Charter Documents as of the Closing, and which separately lists (the spreadsheet containing the information set forth, and otherwise in form and substance as referred to, in this Section 5.8 being referred to as a “Spreadsheet”): (a) the Total Fully Diluted Shares of the Company reasonably itemized and detail, and each party’s calculation of the SAFE Consideration and Common Consideration based thereon; (b) with respect to each Company Stockholder as of immediately prior to the Effective Time: (i) the name and address of such holder; (ii) the number, class and series of shares of Company Capital Stock held by such holder immediately prior to the Effective Time (broken out on a certificate by certificate basis, including the respective certificate numbers); (iii) the number of shares of Parent Common Stock payable to each holder pursuant to Section 1.6(a) hereof; and (c) with respect to each holder of a Company SAFE as of immediately prior to the Effective Time: (i) the name and address of such holder; (ii) the aggregate principal for such Company SAFE; (iii) the number of shares of Parent Series A-2 Stock payable to such holder pursuant to Section 1.6(a).

Spreadsheets. The Company shall prepare, and deliver to Parent at least two (2) Business Days prior to the Closing Date, a spreadsheet certified by the President Chief Executive Officer of the Company as true, complete, correct and in accordance with this Agreement and the Company Charter Documents as of the Closing, and which separately lists (the spreadsheet containing the information set forth, and otherwise in form and substance as referred to, in this Section 5.8 being referred to as a “Spreadsheet”): (a) the Total Fully Diluted Shares of the Company reasonably itemized and detail, and each party’s calculation of the SAFE Consideration and Common Consideration Exchange Ratio based thereon; (b) with respect to each Company Stockholder as of immediately prior to the Effective Time: (i) the name and address of such holder; (ii) the number, class and series of shares of Company Capital Stock held by such holder immediately prior to the Effective Time (broken out on a certificate by certificate basis, including the respective certificate numbers); and (iii) the number of shares of Parent Common Stock, and Parent Series A-1 Preferred Stock payable to each holder pursuant to Section 1.6(a) hereof; and (c) with respect to each holder of a Company SAFE Option as of immediately prior to the Effective Time: (i) the name and address of such holder; (ii) the aggregate principal for number of shares and exercise price subject to such Company SAFECommon Stock exercisable by such holder immediately prior to the Effective Time; and (iii) the number of shares of Parent Series A-2 Common Stock payable that will be subject to such a Parent stock option award agreement issuable to each holder pursuant to Section 1.6(a)1.6(b) hereof.