Common use of Allocation Certificate Clause in Contracts

Allocation Certificate. Holdco shall prepare and deliver to Pubco at least ten (10) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of Holdco in a form reasonably acceptable to Pubco (the “Allocation Certificate”) setting forth (as of immediately prior to the First Effective Time) (a) each holder of Holdco Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock, Holdco Warrants and Holdco Options; (b) such holder’s name; (c) the number and type of Holdco Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock and/or Holdco Warrants held and/or underlying Holdco Options as of the immediately prior to the First Effective Time for each such holder; (d) the number and type of shares of Pubco Shares and Pubco Non-Voting Shares to be issued to such holder, or to underlie any Exchanged Option to be issued to such holder, pursuant to this Agreement and calculated in accordance with the Per Share Merger Consideration in respect of Holdco Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock and/or Holdco Warrants or in accordance with Section 3.02(a)(vi) in respect of Holdco Options held by such holder as of immediately prior to the First Effective Time, (e) the Exchange Ratio, (f) the Discounted Exchange Ratio, (g) the Per Share Merger Consideration, (h) each holder’s Exchanged Options, and (i) each calculation underlying or related to the foregoing, and (j) with respect to each holder of a Holdco Option that is a Holdco service provider, whether such holder has terminated continuous service and if so, the date of such termination and the reason therefor. Holdco shall incorporate any comments provided by Pubco in good faith to the Allocation Certificate and any drafts thereof, and the Allocation Certificate shall be in mutually acceptable form prior to Closing.

Allocation Certificate. Holdco shall prepare and deliver to Pubco at At least ten five (105) Business Days prior to the Closing Date Date, the Company shall deliver to Parent a certificate signed by the Chief Financial Officer of Holdco in a form reasonably acceptable to Pubco (the “Allocation Certificate”) setting forth of the Company signed by the Representative (on behalf of the Company Holders) and by the Chief Financial Officer of the Company certifying as to the accuracy and completeness, in each case as of immediately prior to the First Effective Time)Closing, of: (a) the Company’s calculation of all of the amounts used to calculate (and a calculation of each holder of Holdco of) the Closing Payment, Closing Payment Reduction Amount, Closing Option/Warrant Amount, Fully Diluted Common StockShare Number, Holdco Voting Fully-Diluted Preferred StockShares, Holdco Non-Voting Per Share Common Closing Payment, Per Share Common Escrow Payment, Per Share Common Reimbursement Payment, Per Share Common Working Capital Payment, Per Share Preferred StockClosing Payment, Holdco Warrants Per Share Preferred Escrow Payment, Per Share Preferred Reimbursement Payment, Per Share Preferred Working Capital Payment, and Holdco Options; any withholding obligations that apply to any payments; (b) such holder’s name; the identity and mailing address of each Company Holder, indicating (ci) the number and type of Holdco Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock and/or Holdco Warrants Company Shares held and/or underlying Holdco Options as of the immediately prior to the First Effective Time for by each such holder; (dii) (A) the number and type of shares of Pubco Company Shares and Pubco Non-Voting Shares subject to be issued to such holder, or to underlie any Exchanged Option to be issued to such holder, pursuant to this Agreement and calculated in accordance with the Per Share Merger Consideration in respect of Holdco Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock and/or Holdco Warrants or in accordance with Section 3.02(a)(vi) in respect of Holdco Company Options held by such holder as of immediately prior to and (B) the First Effective Timeexercise prices and extent vested thereof, (eiii) (A) the Exchange Ratio, number of any type of Company Shares subject to Company Warrants held by such holder and (fB) the Discounted Exchange Ratio, (g) the Per Share Merger Consideration, (h) each holder’s Exchanged Optionsexercise prices and extent vested thereof, and (iv) (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 (c) the amount of (i) the Closing Payment to be paid to each calculation underlying or related Company Holder; (ii) each Company Holder’s portion of any Working Capital Surplus, expressed as a percentage, (iii) each Company Holder’s portion of the Escrow Consideration, expressed as a dollar amount and as a percentage; (iv) the portion of the Merger Consideration payable to each Company Holder without reduction for such Company Holder’s portion of the foregoing, Escrow Consideration; and (jiv) any required withholdings (if any) from each such amount with respect to each holder Company Holder. Any portion of a Holdco Option that is a Holdco service provider, whether such holder has terminated continuous service the Closing Payment and if so, Working Capital Surplus to be paid to holders of Company Options shall be shown separately so as to allow the date of such termination parties to determine the amounts to be paid by Parent and the reason therefor. Holdco shall incorporate any comments provided amount to be paid by Pubco in good faith to the Allocation Certificate and any drafts thereof, and the Allocation Certificate shall be in mutually acceptable form prior to ClosingPaying Agent.

Allocation Certificate. Holdco The Company shall prepare and deliver have delivered to Pubco at least ten (10) Business Days prior to the Closing Date Buyer a certificate signed by the Chief Financial Officer of Holdco in a form reasonably acceptable to Pubco (the “Allocation Certificate”) setting forth (of the Company signed by the Chief Executive Officer and the Chief Financial Officer of the Company certifying, in each case as of immediately prior to the First Effective Time) Closing, (aA) the identity of each record holder of Holdco Company Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock, Holdco Warrants Stock and Holdco Optionsthe number of shares of Company Common Stock held by each such Company Stockholder; (bB) such holder’s name; (c) the identity of each record holder of a Company Option, the number and type of Holdco Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Company Capital Stock and/or Holdco Warrants covered by such Company Option held and/or underlying Holdco Options as of the immediately prior to the First Effective Time for each by such holder; (d) , the exercise prices and vesting schedules thereof, the number and type of Company Capital Stock subject to each such Company Option that will be exercisable as of the Closing, and whether such Company Option is intended to be qualified as an “incentive stock option” under Section 422 of the Code; (C) the identity of each record holder of Unvested Company Shares, the number of Company Common Stock held by such Company Stockholder and the vesting schedules thereof; (D) the address of record of each holder of Company Capital Stock, each holder of Company Options and each holder of Unvested Company Shares; (E) the Total Consideration, Closing Cash Amount, Vested Option Value, Unvested Company Share Amount, Group A Unvested Option Value, Group B Unvested Option Value, such number of shares of Pubco Shares Buyer Preferred Stock issuable to a Group B Holder, Group B Cash Payment, Cash for Tax with respect to Group B Holders, and Pubco Non-Voting Shares Escrow Amount allocable to each such holder; and (F) the amounts required to be issued deducted and withheld (other than in respect of backup withholding) from the consideration otherwise payable to each such holderholder with respect to the payments or any other Tax withholding obligation in respect of the Merger or the exercise or settlement of any Company Option or the vesting of restricted stock under the Code or any other Tax Law, or to underlie any Exchanged Option to which Allocation Certificate when approved by Buyer shall be issued to such holder, pursuant to this Agreement deemed the definitive allocation of Total Consideration among the Participating Holders and calculated holders of Unvested Company Options in accordance with the Per Share Merger Consideration in respect of Holdco Common Stockand the disbursements thereof, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock and/or Holdco Warrants or in accordance with Section 3.02(a)(vi) in respect of Holdco Options held by such holder as of immediately prior to the First Effective Time, (e) the Exchange Ratio, (f) the Discounted Exchange Ratio, (g) the Per Share Merger Consideration, (h) each holder’s Exchanged Options, and (i) each calculation underlying or related to the foregoing, and (j) including with respect to each holder of a Holdco Option that is a Holdco service provider, whether such holder has terminated continuous service and if so, the date of such termination and the reason therefor. Holdco shall incorporate any comments provided by Pubco in good faith to the Allocation Certificate and any drafts thereof, and the Allocation Certificate shall be in mutually acceptable form prior to ClosingEscrow Amount.

Allocation Certificate. Holdco Prior to the Closing, the Company shall prepare and deliver to Pubco at least ten (10) Business Days prior to Parent and the Closing Date Stockholder Representative a certificate signed by the Chief Financial Officer of Holdco in a form reasonably acceptable to Pubco (the “Allocation Certificate”) setting forth (forth, in each case expected as of immediately prior to the First Effective Time) Closing: (aA) the name of each record holder of Company Shares and the number of Company Shares held by each such Company Stockholder; (B) the name of each holder of Holdco Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock, Holdco Company Warrants and Holdco Options; (b) such holder’s name; (c) the number and type of Holdco Common StockCompany Shares subject to each Company Warrant, Holdco Voting Preferred Stockand the exercise price of each Company Warrant; (C) the portion and form of the Merger Consideration payable to each Company Securityholder pursuant to this Section 2(e); (D) the name of each participant in the Management Plans and the portion of the Merger Consideration to be paid to such participant (the aggregate amount set forth in this clause (D), Holdco Non-Voting Preferred Stock and/or Holdco Warrants held and/or underlying Holdco Options the “Initial Management Payment Amount”); (E) the portion and form of the Merger Consideration to be withheld from each Company Securityholder and each participant in the Management Plans in establishing the Escrow Fund; (F) the portion of the Merger Consideration to be withheld from each Company Securityholder and each participant in the Management Plans in establishing the Reserve Fund; (G) the portion and form of the Merger Consideration (after taking into account the aggregate exercise price of the Company Warrants) to be paid to each Company Securityholder at Closing after deduction for the Escrow Fund, the Reserve Fund, the CEO Payment and the Initial Management Payment Amount; (H) the percentage of the Escrow Fund and Reserve Fund payable to each Company Securityholder and each participant in the Management Plans following the Closing and (I) the portion of the Merger Consideration that would otherwise be payable to certain Company Securityholders to be payable to certain other Company Securityholders, pursuant to that certain Junior Securities Allocation Agreement entered into as of the immediately prior to date hereof by and among the First Effective Time for each such holder; Company and the Company Securityholders named therein. The Allocation Certificate shall (d1) the number and type of shares of Pubco Shares and Pubco Non-Voting Shares to be issued to such holder, or to underlie any Exchanged Option to be issued to such holder, pursuant to this Agreement and calculated in accordance with the Per Share Charter Documents as reasonably determined by the board of directors of the Company; (2) allocate the applicable cash portion of the Merger Consideration in respect of Holdco Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock and/or Holdco Warrants or in accordance with Section 3.02(a)(vi) in respect of Holdco Options held by such holder as of immediately prior to the First Effective Timeapplicable Company Securityholders who are not Eligible Holders and, (e) thereafter, allocate the Exchange Ratio, (f) remaining cash portion of the Discounted Exchange Ratio, (g) Merger Consideration and Aggregate Parent Share Consideration to the Per Share Merger Consideration, (h) each holder’s Exchanged Options, applicable Company Securityholders who are Eligible Holders and participants in the Management Plans and (i3) each calculation underlying or related be deemed the definitive allocation of the Merger Consideration payable to the foregoing, Company Securityholders and participants in the Management Plans (j) except with respect to each holder of a Holdco Option that is a Holdco service provider, whether such holder has terminated continuous service changes resulting from adjustments to the Merger Consideration under Sections 2(h) and if so2(i)). Prior to the Closing, the date of such termination Company may provide Parent and the reason therefor. Holdco shall incorporate any comments provided by Pubco in good faith Stockholder Representative with one or more updates to the Allocation Certificate as necessary to reflect (x) changes in the ownership of the Company Shares during such time, (y) changes in the allocation resulting from the terms of any underlying security or plan and (z) any drafts thereof, adjustments to the amount or form of Merger Consideration in accordance with the terms and the Allocation Certificate shall be in mutually acceptable form prior to Closingprovisions of this Agreement.

Allocation Certificate. Holdco Privateer shall prepare and deliver to Pubco Tilray at least ten (10) five Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of Holdco Privateer in a form reasonably acceptable to Pubco Tilray (the “Allocation Certificate”) setting forth (as of immediately prior to the First Effective Time) ) (ai) each holder of Holdco Privateer Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock, Holdco Warrants Stock and Holdco Privateer Options; (bii) such holder’s name; (ciii) the number and type of Holdco Privateer Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock and/or Holdco Warrants held and/or underlying Holdco Privateer Options as of the immediately prior to the First Effective Time for each such holder; (div) the number and type of shares of Pubco Shares and Pubco Non-Voting Shares Tilray Common Stock to be issued to such holder, or to underlie any Exchanged Tilray Option to be issued to such holder, pursuant to this Agreement and calculated in accordance with the Per Share Merger Consideration Privateer Allocation in respect of Holdco Privateer Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock and/or Holdco Warrants or in accordance with Section 3.02(a)(vi5.5(d) in respect of Holdco Privateer Options held by such holder as of immediately prior to the First Effective Time, (ev) the cash dollar amount (rounded to the nearest whole cent), without interest, to be issued to such holder, if applicable, in lieu of any fractional shares of Tilray Common Stock pursuant to Section 1.5(c), (vi) the cash dollar amount (rounded to the nearest whole cent), without interest, to be issued to such holder, if applicable, of the portion of Cash Merger Consideration to be paid to such holder pursuant to this Agreement and calculated in accordance with the Privateer Allocation or the Cash-Out Options Allocation, as applicable, (vii) the Pro Rata Consideration Ratio, (viii) each Privateer Stockholder’s Pro Rata Cash Portion, (ix) each Privateer Stockholder’s Pro Rata Portion (x) each Founder Pro Rata Portion, (xi) the Option Exchange Ratio, (fxii) the Discounted Exchange RatioCash Consideration Shares, including the Stock Cash Consideration Shares and the Option Cash Consideration Shares, (gxiii) each Privateer Stockholder’s Escrow Allocation, (xiv) the Per Share Merger Aggregate Cash Option Consideration, (hxv) the Aggregate In-the-Money Option Value, (xvi) the Option FMV, (xvii) the Total Cash-Out Options, (xviii) with respect to each holder of a Privateer Option that is a Privateer Service Provider, (A) such holder’s Exchanged OptionsIndividual In-the-Money Option Value, (B) such holder’s Optionholder Cash Percentage, (C) such holder’s Individual Option Cash Consideration, (D) such holder’s Cash-Out Options Allocation for each grant, and (iE) such holder’s aggregate number of Terminating Privateer Options (if any) and (xix) each calculation underlying or related to the foregoing, and (jxx) with respect to each holder of a Holdco Privateer Option that is a Holdco service providerPrivateer Service Provider, whether such holder has terminated continuous service Continuous Service and if so, the date of such termination and the reason therefor. Holdco Concurrently with the execution of this Agreement, Privateer shall incorporate any comments provided by Pubco in good faith deliver to Tilray a draft of the Allocation Certificate and any drafts thereof, and containing the Allocation Certificate shall above information as reasonably anticipated to be in mutually acceptable form immediately prior to Closingthe Effective Time.

Allocation Certificate. Holdco shall prepare and deliver to Pubco at At least ten (10) two Business Days prior to the Closing Date Date, the Company shall deliver to Parent a certificate signed by the Chief Financial Officer of Holdco in a form reasonably acceptable to Pubco (the “Allocation Certificate”) setting forth (of the Company signed by the Chief Executive Officer and the Chief Financial Officer of the Company certifying as of immediately prior to the First Effective Time) (a) accuracy and completeness, in each holder of Holdco Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock, Holdco Warrants and Holdco Options; (b) such holder’s name; (c) the number and type of Holdco Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock and/or Holdco Warrants held and/or underlying Holdco Options case as of the immediately prior to Closing, of: (i) an estimated unaudited consolidated balance sheet (the First Effective Time for each such holder; “Closing Balance Sheet”) of the Company and its Subsidiaries as of the Closing Date substantially in the form of the Company Balance Sheet which shall contain the Company’s estimate of the liabilities and Realizable Assets of the Company and its Subsidiaries as of the Closing Date; (dii) the aggregate amount 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; (iv) the Company’s calculation of the Stockholder Merger Consideration; (v) the identity and mailing address of each Holder and the number and type of shares of Pubco Shares Company Capital Stock held by each such Holder and Pubco Non-Voting Shares the number of the stock certificate(s) representing such shares of Company Capital Stock; and (vi) the amount of (w) 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 issued paid to each Holder net of such holderHolder’s Pro Rata Share of the Holdback Amount and the net amounts payable upon each installment described in Sections 1.6(c)(i) through (iii) (and in the case of Sections 1.6(c)(ii) and 1.6(c)(iii), or to underlie any Exchanged Option to be issued to such holder, pursuant to this Agreement and calculated in accordance with based on the Per Share Merger Consideration in respect of Holdco Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock and/or Holdco Warrants or in accordance with Section 3.02(a)(vi) in respect of Holdco Options held by such holder Collections Amount as of immediately prior to the First Effective Timesuch date), (e) the Exchange Ratio, (f) the Discounted Exchange Ratio, (g) the Per Share Merger Consideration, (hy) each holderHolder’s Exchanged OptionsPro Rata Share of the Holdback Amount, expressed as a percentage; and (iz) each calculation underlying or related to the foregoing, and any required withholding (jif any) with respect to each holder Holder, which Allocation Certificate, when approved by Parent, shall be deemed the definitive calculation of a Holdco Option that is a Holdco service provider, whether such holder has terminated continuous service and if so, Stockholder Merger Consideration payable to the date of such termination Holders (except with respect to changes in the Collections Amount pursuant to Section 1.6(a)(iii)) in connection with the Merger and the reason therefor. Holdco shall incorporate any comments provided by Pubco in good faith to the Allocation Certificate and any drafts disbursement thereof, and the Allocation Certificate shall be in mutually acceptable form prior to Closing.

Allocation Certificate. Holdco shall prepare and deliver to Pubco at At least ten three (103) Business Days prior to the Closing Date Date, the Company shall deliver to Merger Sub a certificate spreadsheet signed by the Chief Financial Executive Officer of Holdco the Company certifying in a form reasonably acceptable such corporate capacity as to Pubco the accuracy and completeness of each of the items set forth therein (the “Allocation Certificate”) setting forth (forth, as of immediately prior to the First Effective Time): (ai) the aggregate cash of the Company; (ii) the aggregate Acquisition Expenses payable by 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 Merger Consideration available for payment to Stockholders); (iii) 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 Merger Consideration available for payment to Stockholders whether such Indebtedness is assumed or paid off at Closing); (iv) (A) the identity of each record holder of Holdco Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock, Holdco Warrants Stock and Holdco Options; (b) such holder’s name; (c) the number and type of Holdco Preferred Stock held by each such holder and whether such holder has executed and delivered the Stockholder Consent, (B) the identity of each record holder of Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock and/or Holdco Warrants held and/or underlying Holdco Options as of the immediately prior to the First Effective Time for each such holder; (d) together with the number and type of shares of Pubco Shares and Pubco Non-Voting Shares to be issued to Common Stock held by such holder, or to underlie any Exchanged Option to be issued to and whether such holderStockholder has executed and delivered the Stockholder Consent, pursuant to this Agreement and calculated in accordance with (C) the Per Share Merger Consideration in respect identity of Holdco Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting each record holder of F Preferred Stock and/or Holdco Warrants or in accordance with Section 3.02(a)(vi) in respect and the number of Holdco Options F Preferred Stock held by each such holder as of immediately prior to and whether such holder has executed and delivered the First Effective Time, Stockholder Consent; (ev) the Exchange Ratio, Company’s good faith calculation of (f) the Discounted Exchange Ratio, (gA) the Per Share Series A Preferred Stock Merger Consideration, (hB) each holder’s Exchanged Optionsthe 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 (iF) each calculation underlying or related to the foregoing, and Per Share Common Stock Merger Consideration; and (jvi) the Flow of Funds Memorandum with respect to each holder payments to be made by or on behalf of a Holdco Option that is a Holdco service provider, whether such holder has terminated continuous service and if soMerger Sub, the date of such termination and Company or the reason therefor. Holdco shall incorporate Surviving Corporation on the Closing Date in connection with the Transactions, including the wire instructions for each Person to whom any comments provided by Pubco in good faith to the Allocation Certificate and any drafts thereof, and the Allocation Certificate payment shall be due and payable in mutually acceptable form prior to connection with the Closing.