Common use of Spreadsheet Clause in Contracts

Spreadsheet. The Company shall prepare a spreadsheet (the ----------- "Spreadsheet") in form acceptable to Parent, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, all holders of Company Capital Stock and their respective addresses as reflected in the Company's records, the number of shares of Company Capital Stock held by such persons (including whether such shares are Company Common Stock, Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock or Class D Preferred Stock and the respective certificate numbers), the amount of Merger Consideration to be received by each holder, the amount of Merger Consideration to be deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which the Exchange Agent or Parent may reasonably request. The Company shall prepare a separate spreadsheet (the "Option Spreadsheet") in form acceptable to Parent, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, all holders of Company warrants, Company Options (to the extent such Company Options will be outstanding at the Effective Time) and shares of Company Restricted Stock, and their respective addresses, the number of shares of Company Capital Stock underlying each such Company Option and Company warrant, and the vesting arrangement with respect to such Company Options, Company warrants and Company Restricted Stock and such other information relevant thereto or which Parent may reasonably request.

Spreadsheet. The Company shall prepare and deliver to Acquirer a spreadsheet (the ----------- "“Spreadsheet"”) in form acceptable and substance reasonably satisfactory to ParentAcquirer, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company dated as of the Closing Date and which shall separately listset forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (i) the names of all of the Converting Holders and their respective addresses, all holders e-mail addresses and, where available, taxpayer identification numbers, (ii) the number and type of shares of Company Capital Stock and their respective addresses as reflected held by, or subject to the Company Options or Company Warrants held by, such Converting Holders and, in the Company's recordscase of outstanding shares, the respective certificate numbers, (iii) the number of shares of Company Capital Stock held by subject to and the exercise price per share in effect for each Company Option and Company Warrant, (iv) 41 the vesting status and schedule with respect to Company Options and Company Warrants and Unvested Company Shares and terms of the Company’s rights to repurchase such persons Unvested Company Shares (including whether the per share repurchase price payable with respect thereto), (v) for each Company Option that was early exercised, the Tax status of each such shares are Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (vi) the calculation of Fully-Diluted Company Common Stock, Class A Preferred StockCommon Per Share Consideration and Aggregate Exercise Price, Class B Preferred Stock, Class C Preferred Stock or Class D Preferred Stock and (vii) the respective certificate numberscalculation of aggregate cash amounts payable to each such Converting Holder pursuant to Section 1.3(a)(i), the amount Section 1.3(a)(ii) or Section 1.3(a)(v) and (viii) a funds flow memorandum setting forth applicable wire transfer instructions for each holder of Merger Consideration to be received by each holder, the amount of Merger Consideration to be deposited into the Escrow Fund on behalf of each holder, Company Debt and such other information relevant thereto or which the Exchange Agent or Parent may reasonably request. The Company shall prepare a separate spreadsheet (the "Option Spreadsheet") in form acceptable to Parent, which spreadsheet shall be complete and correct Transaction Expenses that are incurred but unpaid as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, all holders of Company warrants, Company Options (to the extent such Company Options will be outstanding at the Effective Time) and shares of Company Restricted Stock, and their respective addresses, the number of shares of Company Capital Stock underlying each such Company Option and Company warrant, and the vesting arrangement with respect to such Company Options, Company warrants and Company Restricted Stock and such other information relevant thereto or which Parent may reasonably request.

Spreadsheet. The Company shall prepare use commercially reasonable efforts to deliver to Parent and the Exchange Agent a spreadsheet (the ----------- "“Spreadsheet"”) substantially in the form acceptable to Parentattached hereto as Schedule 6.21, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or and Chief Financial Officer of the Company as of the Closing Date and which shall separately listinclude, among other things, as of the Closing, (a) all Stockholders (including holders of Company Capital Stock Vested Options who are required to exercise such Company Vested Options prior to the Effective time) and their respective addresses as reflected in the Company's recordsaddresses, indicating the number of shares of Company Capital Stock held by such persons (including whether such shares are Company Common Stock, Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock or Class D Company Preferred Stock and the respective certificate numbers) and the liquidation preference applicable to each share of Company Preferred Stock), the amount date of Merger Consideration acquisition of such shares, the Exchange Ratio and Pro Rata Portion applicable to be received by each holder, the amount of Merger Consideration cash to be deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which the Exchange Agent or Parent may reasonably request. The Company shall prepare a separate spreadsheet (the "Option Spreadsheet") in form acceptable to Parent, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, (b) all holders of Company warrants, Company Unvested Options (that Parent has agreed to the extent such Company Options will be outstanding at the Effective Time) and shares of Company Restricted Stock, assume and their respective addresses, the number of shares of Company Capital Stock underlying each such Company Option and Unvested Option, the grant dates of such Company warrant, Unvested Options and the vesting arrangement with respect to such Company OptionsUnvested Options and indicating whether such Company Unvested Options are intended to be incentive stock options or non- qualified stock options, Company warrants and Company Restricted Stock the Option Exchange Ratio and such other similar information relevant thereto or which Parent may reasonably request, it being understood that Parent shall have responsibility for determining the Option Exchange Ratio. The Company shall use commercially reasonable efforts to deliver the Spreadsheet to Parent at least three Business Days prior to the Closing Date.

Spreadsheet. The Company shall prepare deliver to Parent and the Exchange Agent two (2) Business Days prior to the Closing Date a spreadsheet (the ----------- "“Spreadsheet"”) in form acceptable to Parent, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct signed by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and Closing, which shall separately list, include as of immediately prior to the ClosingEffective Time, all holders with respect to each Company Stockholder, holder of Company Capital Stock Options and their respective addresses as reflected in holder of Company Warrants and each holder of record of Exchangeable Shares, (i) such Person’s address on the Company's ’s corporate records, (ii) the number of shares of Company Capital Stock held Stock, Company Options, Company Warrants and Exchangeable Shares owned of record by such persons Person, (including whether such shares are Company Common Stock, Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock or Class D Preferred Stock and iii) the respective certificate numbersnumber(s) representing such shares or Exchangeable Shares (as applicable), (iv) the respective date(s) of acquisition of such shares or Exchangeable Shares or grant of such Company Options or Company Warrants, (v) the aggregate amount of Merger Consideration cash to be received by each holderpaid to such Person at the Closing in respect of such shares, Exchangeable Shares Company Options and Company Warrants, (vi) the vesting provisions (including events that would trigger acceleration of vesting either upon the occurrence of an intervening event, the amount passage of Merger Consideration to be deposited into the Escrow Fund on behalf time, or both), if any, of each holdersuch shares of Company Capital Stock, Exchangeable Shares, Company Options and Company Warrants, and (vii) with respect to Stockholder Parties, each such other information relevant thereto or which the Exchange Agent or Parent may reasonably request. The Company shall prepare a separate spreadsheet (the "Option Spreadsheet") in form acceptable to ParentStockholder Party’s Pro Rata Share, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of Date. The Stockholder Representative will provide to Parent prompt updates to each such Stockholder Party’s Pro Rata Share following the Closing, all holders of Company warrants, Company Options (Closing Date to the extent such Company Options will be outstanding at that there are any changes thereto of which the Effective Time) and shares of Company Restricted Stock, and their respective addresses, the number of shares of Company Capital Stock underlying each such Company Option and Company warrant, and the vesting arrangement with respect to such Company Options, Company warrants and Company Restricted Stock and such other information relevant thereto or which Parent may reasonably requestStockholder Representative is aware.

Spreadsheet. The Company shall prepare and deliver to Acquirer a spreadsheet (the ----------- "“Spreadsheet"”) in form acceptable and substance reasonably satisfactory to ParentAcquirer, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company dated as of the Closing Date and which shall separately listset forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (i) the names of all of the Converting Holders and their respective addresses, all holders e-mail addresses and, where available, taxpayer identification numbers, (ii) the number and type of shares of Company Capital Stock and their respective addresses as reflected held by, or subject to the Company Options or Company Warrants held by, such Converting Holders and, in the Company's recordscase of outstanding shares, the respective certificate numbers, (iii) the number of shares of Company Capital Stock held by subject to and the exercise price per share in effect for each Company Option and Company Warrant, (iv) the vesting status and schedule with respect to Company Options and Company Warrants and Unvested Company Shares and terms of the Company’s rights to repurchase such persons Unvested Company Shares (including whether the per share repurchase price payable with respect thereto), (v) for each Company Option that was early exercised, the Tax status of each such shares are Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (vi) the calculation of Fully-Diluted Company Common Stock, Class A Preferred StockCommon Per Share Consideration and Aggregate Exercise Price, Class B Preferred Stock, Class C Preferred Stock or Class D Preferred Stock and (vii) the respective certificate numberscalculation of aggregate cash amounts payable to each such Converting Holder pursuant to Section 1.3(a)(i), the amount Section 1.3(a)(ii) or Section 1.3(a)(v) and (viii) a funds flow memorandum setting forth applicable wire transfer instructions for each holder of Merger Consideration to be received by each holder, the amount of Merger Consideration to be deposited into the Escrow Fund on behalf of each holder, Company Debt and such other information relevant thereto or which the Exchange Agent or Parent may reasonably request. The Company shall prepare a separate spreadsheet (the "Option Spreadsheet") in form acceptable to Parent, which spreadsheet shall be complete and correct Transaction Expenses that are incurred but unpaid as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, all holders of Company warrants, Company Options (to the extent such Company Options will be outstanding at the Effective Time) and shares of Company Restricted Stock, and their respective addresses, the number of shares of Company Capital Stock underlying each such Company Option and Company warrant, and the vesting arrangement with respect to such Company Options, Company warrants and Company Restricted Stock and such other information relevant thereto or which Parent may reasonably request.

Spreadsheet. The Company shall prepare a spreadsheet (the ----------- "SpreadsheetSPREADSHEET") in form acceptable to Parent, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, all Stockholders and their respective addresses as reflected in the Company's records, the number of shares of Company Capital Stock held by such persons (including whether such shares are Company Common Stock, Series A Preferred, Series B Preferred or Series C Preferred and the respective certificate numbers), the exchange ratio applicable to each holder, the number of shares of Parent Common Stock to be issued to each holder, the amount of Cash Consideration to be received by each holder, the number of shares of Parent Common Stock to be deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which the Exchange Agent may reasonably request. The Company shall prepare a separate spreadsheet (the "OPTION SPREADSHEET") in form acceptable to Parent, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, all holders of Company Capital Stock and their respective addresses as reflected in the Company's records, the number of shares of Company Capital Stock held by such persons (including whether such shares are Company Common Stock, Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock or Class D Preferred Stock and the respective certificate numbers), the amount of Merger Consideration to be received by each holder, the amount of Merger Consideration to be deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which the Exchange Agent or Parent may reasonably request. The Company shall prepare a separate spreadsheet (the "Option Spreadsheet") in form acceptable to Parent, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, all holders of Company warrantsWarrants, Company Options (to the extent such Company Options will be outstanding at the Effective Time) and shares of restricted Common Stock of the Company Restricted Stock("COMPANY RESTRICTED STOCK"), and their respective addresses, the number of shares of Company Capital Stock underlying each such Company Option and Company warrantWarrant, and the vesting arrangement with respect to such Company Options, Company warrants Warrants and Company Restricted Stock and such other information relevant thereto or which Parent may reasonably request.

Spreadsheet. The Company shall prepare deliver a spreadsheet (as the ----------- same may be updated as described below, the "Spreadsheet") substantially in the form acceptable to Parentattached hereto as SCHEDULE 5.23, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or and Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, (i) all holders of Company Capital Stock Stockholders and their respective addresses as reflected in the Company's recordsof record, the number of shares of Company Capital Stock held by such persons (including the respective certificate numbers and whether such shares constitute Company Unvested Common Stock (including, for each certificate, the number of shares that are Company Common Stock, Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock or Class D Preferred Stock and vested as of the respective certificate numbersClosing), the amount date of Merger acquisition of such shares, the Exchange Ratio applicable to each holder, Total Consideration to be received by issued to each holder, the amount number of Merger shares, if any, to be paid by the Stockholder in settlement of outstanding Stockholder loans, the number of shares of the Total Consideration to be deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which the Exchange Agent or Parent may reasonably request. The Company shall prepare a separate spreadsheet (the "Option Spreadsheet") in form acceptable to Parent, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, (ii) all holders of Company warrants, Company Options (to the extent such Company Options will be outstanding at the Effective Time) and shares of Company Restricted Stock, and their respective addresses, the number of shares of Company Capital Stock underlying each such Company Option and Option, the grant dates of such Company warrant, Options and the vesting arrangement with respect to such Company Options, Company warrants and Company Restricted Stock Options and such other information relevant thereto or which Parent may reasonably request. The Company shall deliver the Spreadsheet three (3) business days prior to the Closing Date. The certification of the EXECUTION COPY completeness and correctness of the Spreadsheet as of the Closing will be based on the assumption that there are no changes in the information required to be set forth therein between the date of delivery and the Closing. The Company will use commercially reasonable efforts to avoid the occurrence of any such changes and will deliver an updated Spreadsheet, similarly certified, promptly after the occurrence of any such changes; provided, however, that no updates may be made to the Spreadsheet after the Effective Time.