Common use of Allocation Certificates Clause in Contracts

Allocation Certificates. (a) The Company will prepare and deliver to Parent no later than five (5) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of the Company in a form reasonably acceptable to Parent setting forth (as of immediately prior to the Effective Time) (i) each holder of Company Capital Stock and Company Options, (ii) such holder’s name and address; (iii) the number and type of Company Capital Stock held or underlying the Company Options as of the immediately prior to the Effective Time for each such holder; and (iv) the number of shares of Parent Common Stock to be issued to such holder, or to underlie any Company Option assumed by Parent, pursuant to this Agreement in respect of the Company Capital Stock or Company Options held by such holder as of immediately prior to the Effective Time (the “Allocation Certificate”). (b) Parent will prepare and deliver to the Company at least five (5) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of Parent in a form reasonably acceptable to the Company, setting forth, as of immediately prior to the Effective Time (i) each record holder of Parent Common Stock, Parent Warrants, Parent Options or Parent RSUs and (ii) the number of shares of Parent Common Stock held and/or underlying the Parent Warrants, Parent Options or Parent RSUs as of the Effective Time for such holder (the “Parent Outstanding Shares Certificate”).

Allocation Certificates. (a) The Company will prepare and deliver to Parent no later than five one (51) Business Days prior to Day following the final determination of Parent Net Cash at the Anticipated Closing Date in accordance with Section 1.6 a certificate signed by the Chief Financial Officer of the Company in a form reasonably acceptable to Parent setting forth (as of immediately prior to the Effective Time) (i) each holder of Company Capital Stock Stock, Company Options, Company Warrants and Company OptionsConvertible Notes, (ii) such holder’s name and address; (iii) the number and type of Company Capital Stock held or and/or underlying the Company Options Options, Company Warrants and Company Convertible Notes as of the immediately prior to the Effective Time for each such holder; and (iv) the number of shares of Parent Common Stock to be issued to such holder, or to underlie any Company Option or Company Warrant of such holder that will be assumed by Parent, pursuant to this Agreement in respect of the Company Capital Stock Stock, Company Options, Company Warrants or Company Options Convertible Notes held by such holder as of immediately prior to the Effective Time (the “Allocation Certificate”). (b) Parent will prepare and deliver to the Company at least five ten (510) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of Parent in a form reasonably acceptable to the Company, setting forth, as of immediately prior to the Effective Time (i) each record holder of Parent Common Stock, Parent Options, Parent RSUs or Parent Warrants, Parent Options or Parent RSUs and (ii) such record holder’s name and address, (iii) the number of shares of Parent Common Stock held by such holder and/or underlying the Parent WarrantsOptions, Parent Options RSUs or Parent RSUs Warrants as of the Effective Time for such holder (the “Parent Outstanding Shares Certificate”).

Allocation Certificates. (a) The Company will prepare and deliver to Parent no later than at least five (5) Business Days prior to the Closing Date a certificate signed by the Chief Financial Executive Officer of the Company in a form reasonably acceptable to Parent setting forth (as of immediately prior to the Effective Time) (i) each holder of Company Capital Stock and Common Stock, Company Options, and Company Warrants; (ii) such holder’s name and address; (iii) the number and type of Company Capital Common Stock held or and/or underlying the Company Options Options, and Company Warrants as of the immediately prior to the Effective Time for each such holder; and (iv) the number of shares of Parent Common Stock to be issued to such holder, or to underlie any Company Option assumed by Parentor Company Warrant to be issued to such holder, pursuant to this Agreement in respect of the Company Capital Stock Common Stock, Company Options or Company Options Warrants held by such holder as of immediately prior to the Effective Time (the “Allocation Certificate”). (b) Parent will prepare and deliver to the Company at least five (5) Business Days prior to the Closing Date a certificate signed by the Interim Chief Financial Officer or President of Parent in a form reasonably acceptable to the Company, setting forth, as of immediately prior to the Effective Time (after giving effect to the conversion of the Company Converting Notes and the exercise of any Company Warrants in connection or as a result of the Merger) (i) each record holder of Parent Common Stock, Parent WarrantsOptions, Parent Options or Parent RSUs Warrants; (ii) such record holder’s name and address; and (iiiii) the number of shares of Parent Common Stock held and/or underlying the Parent WarrantsOptions, Parent Options or Parent RSUs Warrants as of the Effective Time for such holder (the “Parent Outstanding Shares Certificate”).

Allocation Certificates. (a) The Company will prepare and deliver to Parent no later than five MTS at least ten (510) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of the Company (or, if there is no Chief Financial Officer, the principal accounting officer of the Company) in a form reasonably acceptable to Parent setting MTS, which sets forth (a true and complete list, as of immediately prior to the Effective Time) Time and after giving effect to the closing of the Closing Financing: (i) each holder of Company Capital Stock Stock, Company Warrants and Company Options, (ii) such holder’s name and address; (iii) the number and type of Company Capital Stock held or and/or underlying the Company Warrants or Company Options as of the immediately prior to the Effective Time for each such holder; (iv) with respect to each share of Company Capital Stock, Company Warrant or Company Option which is a covered security within the meaning of Section 6045 of the Code the cost basis and acquisition date of such security; and (ivv) the number of shares of Parent Common Stock MTS Ordinary Shares, MTS New Preferred A-1 Shares and MTS New Preferred B Shares to be issued to such holder, or to underlie any Company Option assumed by ParentMTS Warrants or MTS Options to be issued to such holder, pursuant to this Agreement in respect of the Company Capital Stock Stock, Company Warrants or Company Options held by such holder as of immediately prior to the Effective Time (the “Allocation Certificate”). (b) Parent MTS will prepare and deliver to the Company at least five ten (510) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of Parent MTS in a form reasonably acceptable to the Company, setting forth, as of immediately prior to the Effective Time (i) each record holder of Parent Common StockTime, Parent Warrants, Parent Options or Parent RSUs and (ii) the number of shares of Parent Common Stock held and/or underlying the Parent WarrantsMTS Ordinary Shares outstanding (on an as-converted basis), Parent MTS Options or Parent RSUs as of the Effective Time for such holder MTS Warrants (the “Parent MTS Outstanding Shares Certificate”).

Allocation Certificates. (a) The Company will prepare and deliver to Parent no later than five three (53) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of the Company in a form reasonably acceptable to Parent setting forth (as of immediately prior to the Effective Time) (i) each holder of Company Capital Stock Stock, Company Options and Company OptionsWarrants, (ii) such holder’s name name, address and address; email address; (iii) the number and type of Company Capital Stock held or and/or underlying the Company Options and Company Warrants as of the immediately prior to the Effective Time for each such holder; and holder; (iv) the number of shares of Parent Common Stock to be issued to such holder, or to underlie any Company Option assumed by ParentParent Option, Parent Warrant or Parent RSU to be issued to such holder, pursuant to this Agreement in respect of the Company Capital Stock Stock, Company Options or Company Warrants held by such holder as of immediately prior to the Effective Time; and (v) the exercise price of any Parent Option, Parent Warrant or Parent RSU to be issued to such holder, pursuant to this Agreement in respect of the Company Options or Company Warrants held by such holder as of immediately prior to the Effective Time (the “Allocation Certificate”). (b) Parent will prepare and deliver to the Company at least five three (53) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of Parent in a form reasonably acceptable to the Company, setting forth, as of immediately prior to the Effective Time (i) each record holder of Parent Common Stock, Parent Warrants, Parent Options or Parent RSUs RSUs, (ii) such record holder’s name and address and (iiiii) the number of shares of Parent Common Stock held and/or underlying the Parent Warrants, Parent Options or Parent RSUs as of the Effective Time for such holder (the “Parent Outstanding Shares Certificate”).

Allocation Certificates. (a) The Company will prepare and deliver to Parent no later than five PubCo at least two (52) Business Days prior to the Closing Date a certificate signed by the Chief Financial Executive Officer of the Company in a form reasonably acceptable to Parent PubCo setting forth (as of immediately prior to the Effective Time) (i) each holder of Company Capital Stock and Common Stock, Company Options, Company Restricted Stock Awards or Company Warrants, (ii) such holder’s name and address; , (iii) the number and type of Company Capital Common Stock held or and/or underlying the Company Options Options, Company Restricted Stock Awards or Company Warrants as of the immediately prior to the Effective Time Closing Date for each such holder; , and (iv) the number of shares of Parent PubCo Common Stock to be issued to such holder, or to underlie any Company PubCo Option assumed by Parentor PubCo Warrant to be issued to such holder, pursuant to this Agreement in respect of the Company Capital Common Stock, Company Options, Company Restricted Stock Awards or Company Options Warrant held by such holder as of immediately prior to the Effective Time (the “Company Allocation Certificate”). (b) Parent PubCo will prepare and deliver to the Company at least five two (52) Business Days prior to the Closing Date a certificate signed by the Chief Financial Executive Officer of Parent PubCo in a form reasonably acceptable to the Company, setting forth, as of immediately prior to the Effective Time (and giving effect to Section 6.6 hereof and the PubCo Reverse Stock Split): (i) each record holder of Parent PubCo Common Stock, Parent WarrantsPubCo Options, Parent PubCo Warrants and PubCo RSU Awards, (ii) the number and type of PubCo Capital Stock held and/or underlying the PubCo Options or Parent RSUs PubCo Warrants as of the Closing Date for each such holder, (iii) such record holder’s name and address, and (iiiv) the number of shares of Parent PubCo Common Stock held and/or underlying the Parent WarrantsPubCo Options, Parent Options or Parent RSUs PubCo Warrants and PubCo RSU Awards as of the Effective Time for such holder (the “Parent Outstanding Shares PubCo Allocation Certificate”).

Allocation Certificates. (a) The Company will prepare and deliver to Parent no later than at least five (5) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of the Company in a form reasonably acceptable to Parent setting forth (as of immediately prior to the Effective Time, after giving effect to the Pre-Closing Financing, Preferred Stock Conversion, Convertible Note Conversion and Stock Split) (i) each holder of Company Capital Common Stock and Company Options, ; (ii) such holder’s name and address; (iii) the number and type of shares of Company Capital Common Stock held or and/or underlying the Company Options as of the immediately prior to the Effective Time for each such holderholder and the per share exercise price of each Company Option; and (iv) the number of shares of Parent Common Stock to be issued to such holder, or to underlie any Company Parent Option assumed by Parentto be issued to such holder, pursuant to this Agreement in respect of the Company Capital Common Stock or Company Options held by such holder as of immediately prior to the Effective Time (the “Allocation Certificate”). (b) Parent will prepare and deliver to the Company at least five (5) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of Parent (or, if there is no Chief Financial Officer, the principal accounting officer for Parent) in a form reasonably acceptable to the Company, setting forth, as of immediately prior to the Effective Time Time, the number of Parent Outstanding Shares and each component thereof (i) each record holder broken down by outstanding shares of Parent Common Stock, Parent WarrantsOptions, Parent Options or Parent RSUs Warrants and (iiother relevant securities) the number of shares of Parent Common Stock held and/or underlying the Parent Warrants, Parent Options or Parent RSUs as of the Effective Time for such holder (the “Parent Outstanding Shares Certificate”).

Allocation Certificates. (a) The Company will prepare and deliver to Parent no later than at least five (5) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of the Company in a form reasonably acceptable to Parent setting forth (as of immediately prior to the Effective Time, after giving effect to the Pre-Closing Company Financing, the Company Preferred Stock Conversion and the Convertible Note Conversion) (i) (A) each holder of Company Capital Stock and Company Options, Common Stock; (iiB) such holder’s name and address; and (iiiC) the number and type of shares of Company Capital Common Stock held or underlying the Company Options as of the immediately prior to the Effective Time for each such holder, and (ii) (A) each holder of Company Series Alpha Preferred Stock; (B) such holder’s name and address; and (ivC) the number of shares of Parent Common Company Series Alpha Preferred Stock to be issued to such holder, or to underlie any Company Option assumed by Parent, pursuant to this Agreement in respect held as of the Company Capital Stock or Company Options held by such holder as of immediately prior to the Effective Time for each such holder (the “Allocation Certificate”). (b) Parent will prepare and deliver to the Company at least five (5) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of Parent (or, if there is no Chief Financial Officer, the principal accounting officer for Parent) in a form reasonably acceptable to the Company, setting forth, as of immediately prior to the Effective Time (i) each record holder of Parent Common StockTime, Parent Warrants, Parent Options or Parent RSUs and (ii) the total number of shares of Parent Common Stock held and/or outstanding immediately prior to the Effective Time expressed on a fully-diluted basis and as-converted-to Parent Common Stock basis, broken down by outstanding shares of Parent Common Stock and the shares underlying the Parent Preferred Stock, Parent Options, Parent Warrants, Parent Options or Parent RSUs as of the Effective Time for such holder and other relevant securities (the “Parent Outstanding Fully-Diluted Shares Certificate”).