Common use of Spreadsheet Clause in Contracts

Spreadsheet. The Company shall deliver to Parent and the Payment Agent a spreadsheet (the “Spreadsheet”), which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing and which shall include, among other things, as of the Closing, (i) a list of all Company Stockholders and their respective addresses, indicating, the number of shares of Company Capital Stock held by such persons (including whether such shares are IM Common Stock, MW Common Stock, Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock and the respective certificate numbers), the liquidation preference applicable to each share of Company Preferred Stock and the accrued but unpaid dividends applicable to each share of Company Preferred Stock), the date of acquisition of such shares, the Pro Rata Portion applicable to each Company Indemnifying Party, the Merger Consideration to be paid to each Company Stockholder, the amount of cash to be deposited into the Escrow Account on behalf of each Company Indemnifying Party, if applicable, the amount of cash to be deposited into the Working Capital Escrow Account on behalf of each Company Indemnifying Party and such other information relevant thereto or which the Payment Agent may reasonably request, and (ii) a list of all holders of Company Options and Company Warrants and their respective addresses, the number of shares of IM Common Stock, MW Common Stock, Series B-1 Preferred Stock, Series C Preferred Stock or Series C-1 Preferred Stock underlying each such Company Option and Company Warrant, the grant dates of such Company Options and Company Warrants and the vesting arrangement with respect to such Company Options and Company Warrants and indicating, with respect to each Company Option, whether such Company Options are incentive stock options or non-qualified stock options, and such other information relevant thereto or which Parent may reasonably request. The Company shall deliver the Spreadsheet to Parent five (5) Business Days prior to the Closing Date.

Spreadsheet. The Company shall deliver to Parent and the Payment Exchange Agent a spreadsheet (the “Spreadsheet”)) in a form acceptable to Parent, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing and which shall include, among other things, include as of the Closing, (i) a list of all Company Stockholders and their respective addresses, indicatingindicating whether such holder is a current or former employee of the Company, or not, the number of shares of Company Capital Stock held by such persons (including whether such shares are IM Company Common Stock, MW Common Stock, Company Series A Preferred Stock, Company Series A-1 B Preferred Stock or Company SC Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock and the respective certificate numbers), whether such shares constitute Company Unvested Common Stock (including, for each certificate, the liquidation preference applicable to each share number of Company Preferred Stock and shares that are vested as of the accrued but unpaid dividends applicable to each share of Company Preferred StockClosing)), the date of acquisition of such shares, the Pro Rata Portion applicable to each Company Indemnifying Partyholder, the Merger Per Share Cash Consideration to be paid to each Company Stockholderpaid, the amount of cash to be deposited into the Escrow Account Fund on behalf of each Company Indemnifying Partyholder, if applicable, the amount of cash to be deposited into the Working Capital Escrow Account on behalf of each Company Indemnifying Party and such other information relevant thereto or which Parent or the Payment Exchange Agent may reasonably request, and (ii) a list of all holders of Company Options and Company Warrants and their respective addresses, whether each such holder is a current or former employee of the Company or not, the number of shares of IM Common Stock, MW Common Stock, Series B-1 Preferred Stock, Series C Preferred Stock or Series C-1 Preferred Company Capital Stock underlying each such Company Option and Company WarrantOption, the grant dates of such Company Options and Company Warrants and the vesting arrangement with respect to such Company Options and Company Warrants and indicating, with respect to each Company Option, the strike price for such Company Option, whether such Company Options are incentive stock options or non-qualified stock options, the number of shares of Company Common Stock which will be vested as of the Effective Time under such Company Option, the Per Share Option Consideration to be paid with respect to the vested portion of such Company Option, the amount of cash to be deposited into the Escrow Fund with respect to such Company Option, and such other information relevant thereto or which Parent may reasonably request. The Company shall deliver the Spreadsheet to Parent five (5) three Business Days prior to the Closing Date.

Spreadsheet. The Company shall deliver to Parent and the Payment Agent prepare a spreadsheet (the “Spreadsheet”)"SPREADSHEET") in form acceptable to Parent, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and or Chief Financial Officer of the Company as of the Closing and which shall include, among other thingsseparately list, as of the Closing, (i) a list of all Company Stockholders and their respective addresses, indicatingaddresses as reflected in the Company's records, the number of shares of Company Capital Stock held by such persons (including whether such shares are IM Common Stock, MW Company Common Stock, Series A Preferred Stock, Series A-1 Preferred StockPreferred, Series B Preferred Stock, Series B-1 Preferred Stock, or Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock and the respective certificate numbers), the liquidation preference exchange ratio applicable to each share holder, the number of Company Preferred shares of Parent Common Stock and the accrued but unpaid dividends applicable to be issued to each share of Company Preferred Stock), the date of acquisition of such shares, the Pro Rata Portion applicable to each Company Indemnifying Party, the Merger Consideration to be paid to each Company Stockholderholder, the amount of cash Cash Consideration to be received by each holder, the number of shares of Parent Common Stock to be deposited into the Escrow Account Fund on behalf of each Company Indemnifying Partyholder, if applicable, the amount of cash to be deposited into the Working Capital Escrow Account on behalf of each Company Indemnifying Party and such other information relevant thereto or which the Payment 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 (ii) a list 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 restricted Common Stock of the Company Warrants ("COMPANY RESTRICTED STOCK"), and their respective addresses, the number of shares of IM Common Stock, MW Common Stock, Series B-1 Preferred Stock, Series C Preferred Stock or Series C-1 Preferred Company Capital Stock underlying each such Company Option and Company Warrant, the grant dates of such Company Options and Company Warrants and the vesting arrangement with respect to such Company Options and Options, Company Warrants and indicating, with respect to each Company Option, whether such Company Options are incentive stock options or non-qualified stock options, Restricted Stock and such other information relevant thereto or which Parent may reasonably request. The Company shall deliver the Spreadsheet to Parent five (5) Business Days prior to the Closing Date.

Spreadsheet. The Company shall deliver to Parent and the Payment Agent 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 and or Chief Financial Officer of the Company as of the Closing and which shall include, among other thingsseparately list, as of the Closing, (i) a list all holders of all Company Stockholders Capital Stock and their respective addresses, indicatingaddresses as reflected in the Company's records, the number of shares of Company Capital Stock held by such persons (including whether such shares are IM Company Common Stock, MW Common Stock, Series Class A Preferred Stock, Series A-1 Preferred Stock, Series Class B Preferred Stock, Series B-1 Preferred Stock, Series Class C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series D-1 Class D Preferred Stock and the respective certificate numbers), the liquidation preference applicable to each share amount of Company Preferred Stock and the accrued but unpaid dividends applicable to each share of Company Preferred Stock), the date of acquisition of such shares, the Pro Rata Portion applicable to each Company Indemnifying Party, the Merger Consideration to be paid to received by each Company Stockholderholder, the amount of cash Merger Consideration to be deposited into the Escrow Account Fund on behalf of each Company Indemnifying Partyholder, if applicable, the amount of cash to be deposited into the Working Capital Escrow Account on behalf of each Company Indemnifying Party and such other information relevant thereto or which the Payment 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 (ii) a list 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 Warrants Restricted Stock, and their respective addresses, the number of shares of IM Common Stock, MW Common Stock, Series B-1 Preferred Stock, Series C Preferred Stock or Series C-1 Preferred Company Capital Stock underlying each such Company Option and Company Warrantwarrant, the grant dates of such Company Options and Company Warrants and the vesting arrangement with respect to such Company Options Options, Company warrants and Company Warrants and indicating, with respect to each Company Option, whether such Company Options are incentive stock options or non-qualified stock options, Restricted Stock and such other information relevant thereto or which Parent may reasonably request. The Company shall deliver the Spreadsheet to Parent five (5) Business Days prior to the Closing Date.

Spreadsheet. The Company shall deliver to Parent and the Payment Exchange Agent a spreadsheet (the “Spreadsheet”)) substantially in the form attached hereto as Schedule 5.19, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing and which shall include, among other things, as of the Closing, (i) a list of all Company Stockholders Shareholders and their respective addresses, indicating, the number of shares of Company Capital Stock held by such persons (including whether such shares are IM Company Common Stock, MW Common Stock, Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock and any other capital stock), the respective certificate numbers), whether such shares of Company Capital Stock are subject to vesting (and if so, for each certificate, the liquidation preference applicable to each share number of Company Preferred Stock and shares that are vested as of the accrued but unpaid dividends applicable to each share of Company Preferred StockClosing), the date of acquisition of such shares, the Pro Rata Portion applicable of Merger Shares to each Company Indemnifying Partybe held back pursuant to Section 1.6(b)(iv), the Pro Rata Portion of Merger Consideration Cash (if any) to be held back pursuant to Section 1.6(b)(iv), the number of Merger Shares (if any) to be issued and amount of Merger Cash to be paid to each Company Stockholderholder at Closing, the amount of cash outstanding Shareholder loans (if any) to be deposited into the Escrow Account on behalf of each Company Indemnifying Partydeducted from any consideration payable to a Shareholder pursuant to Section 1.6(f), if applicable, the amount of cash to be deposited into the Working Capital Escrow Account on behalf of each Company Indemnifying Party and such other information relevant thereto or which the Payment Exchange Agent may reasonably request, and (ii) a list of all holders of Company Options and Company Warrants and their respective addresses, the number of shares of IM Common Stock, MW Common Stock, Series B-1 Preferred Stock, Series C Preferred Stock or Series C-1 Preferred Company Capital Stock underlying each such Company Option and Company WarrantOption, the grant dates and exercise prices of such Company Options and Company Warrants and the vesting arrangement with respect to such Company Options and Options, the exercise price of each Company Warrants Option, and indicating, with respect to each Company Option, whether such Company Options are Option is an incentive stock options option or a non-qualified stock optionsoption, the amount of Option Consideration to be issued to each holder, and such other information relevant thereto or which Parent may reasonably request. The Company shall deliver the Spreadsheet to Parent five three (53) Business Days prior to the Closing Date.

Spreadsheet. The Company shall use commercially reasonable efforts to deliver to Parent and the Payment Exchange Agent a spreadsheet (the “Spreadsheet”)) substantially in the form attached hereto as Schedule 6.21, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing Date and which shall include, among other things, as of the Closing, (ia) a list all Stockholders (including holders of all Company Stockholders Vested Options who are required to exercise such Company Vested Options prior to the Effective time) and their respective addresses, indicating, indicating the number of shares of Company Capital Stock held by such persons (including whether such shares are IM Company Common Stock, MW Common Stock, Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series D-1 Company Preferred Stock and the respective certificate numbers), ) and the liquidation preference applicable to each share of Company Preferred Stock and the accrued but unpaid dividends applicable to each share of Company Preferred Stock), the date of acquisition of such shares, the Exchange Ratio and Pro Rata Portion applicable to each Company Indemnifying Party, the Merger Consideration to be paid to each Company Stockholderholder, the amount of cash to be deposited into the Escrow Account Fund on behalf of each Company Indemnifying Partyholder, if applicable, the amount of cash to be deposited into the Working Capital Escrow Account on behalf of each Company Indemnifying Party and such other information relevant thereto or which the Payment Exchange Agent may reasonably request, and (iib) a list of all holders of Company Unvested Options and Company Warrants that Parent has agreed to assume and their respective addresses, the number of shares of IM Common Stock, MW Common Stock, Series B-1 Preferred Stock, Series C Preferred Stock or Series C-1 Preferred Company Capital Stock underlying each such Company Option and Company WarrantUnvested Option, the grant dates of such Company Unvested Options and Company Warrants and the vesting arrangement with respect to such Company Unvested Options and Company Warrants and indicating, with respect to each Company Option, indicating whether such Company Unvested Options are intended to be incentive stock options or non-non- qualified stock options, 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 five (5) at least three Business Days prior to the Closing Date.

Spreadsheet. The Company shall deliver to Parent and the Payment Agent prepare a spreadsheet (the “Spreadsheet”)"SPREADSHEET") in form acceptable to Parent, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing and which shall include, among other thingsseparately list, as of the Closing, (i) a list all holders of all Company Stockholders Capital Stock and their respective addresses, indicatingaddresses as reflected in the Company's records, the number of shares of Company Capital Stock held by such persons (including whether such shares are IM Company Common Stock, MW Common Stock, Company Series A Preferred Stock, Series A-1 Preferred Stock, Stock or Company Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock and the respective certificate numbers), the liquidation preference applicable to each share amount of Company Preferred Stock and the accrued but unpaid dividends applicable to each share of Company Preferred Stock), the date of acquisition of such shares, the Pro Rata Portion applicable to each Company Indemnifying Party, the Merger Consideration to be paid to received by each Company Stockholderholder, the amount of cash Merger Consideration to be deposited into the Escrow Account Fund on behalf of each Company Indemnifying Partyholder, if applicable, the amount of cash to be deposited into the Working Capital Escrow Account on behalf of each Company Indemnifying Party and such other information relevant thereto or which the Payment 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 certified as complete and (ii) a list correct by the Chief Executive Officer of the Company as of the Closing and which shall separately list, as of the Closing, all holders of Company warrants, Company Options and Company Warrants Restricted Stock, and their respective addresses, the number of shares of IM Common Stock, MW Common Stock, Series B-1 Preferred Stock, Series C Preferred Stock or Series C-1 Preferred Company Capital Stock underlying each such Company Option warrant and Company WarrantOption, the grant dates of such Company Options and Company Warrants and the vesting arrangement with respect to such Company Warrants, Company Options and Company Warrants and indicating, with respect to each Company Option, whether such Company Options are incentive stock options or non-qualified stock options, Restricted Stock and such other information relevant thereto or which Parent may reasonably request. The Company shall deliver the Spreadsheet to Parent five (5) Business Days prior to the Closing Date.