Common use of Allocation Schedule Clause in Contracts

Allocation Schedule. At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Cascadia an allocation schedule (the “Allocation Schedule”) setting forth (i) its good faith calculation of the Exchange Share Consideration and the Exchange Ratio, (ii) the number of Company Shares held by each Company Equityholder, (iii) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Option. The Company will review any comments to the Allocation Schedule provided by Cascadia or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicable.

Allocation Schedule. At least five (5a) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Cascadia Acquiror (and Acquiror shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Allocation Schedule”) ), setting forth (i) its good faith calculation of the Exchange Share Consideration and the Exchange Ratio, (ii) the number of shares of Company Shares Stock held by each Company Equityholder, (iii) Stockholder after giving effect to the Preferred Stock Conversion and the number of shares of Company Common Shares Stock subject to, the exercise price of and, if unvested, the vesting provisions of to each Company Option held by each holder thereof and the exercise price thereof, (ii) (A) the number of shares of Acquiror Common Stock that will be subject to each Exchanged Company Option, which shall be determined by multiplying the number of shares of Company Common Stock subject to the corresponding Company Option immediately prior to the Effective Time by the Per Share Consideration and rounding the resulting number down to the nearest whole number of shares of Acquiror Common Stock, and (B) the exercise price thereof at the Effective Time, which shall be determined by dividing the per share exercise price for the number of shares of Company Common Stock subject to the corresponding Company Option in effect immediately prior to the Effective Time by the Per Share Consideration, and rounding the resulting exercise price up to the nearest whole cent,, (iii) (A) the number of shares of Acquiror Common Stock that will be subject to each Assumed Warrant, which shall be determined by multiplying the number of shares of Company Common Stock subject to the corresponding Assumed Warrant immediately prior to the Effective Time by the Per Share Consideration and rounding the resulting number down to the nearest whole number of shares of Acquiror Common Stock, and (B) the exercise price thereof at the Effective Time, which shall be determined by dividing the per share exercise price for the number of shares of Company Common Stock subject to the corresponding Assumed Warrant in effect immediately prior to the Effective Time by the Per Share Consideration, and rounding the resulting exercise price up to the nearest whole cent, (iv) the portion of the Exchange Share Acquiror Common Stock Consideration allocated to each Company Option pursuant to Section 2.5Stockholder, and determined by multiplying the portion number of the Exchange Share Consideration allocated to each shares of Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect Stock held by such Company Stockholder immediately prior to the components and subcomponents thereofEffective Time by the Per Share Consideration, (v) the exercise price portion of the Earnout Stock to be allocated to each Rollover Option at Company Stockholder pursuant to and in accordance with Section 2.09, which shall be allocated on a pro rata basis which shall be determined by dividing the Effective Timeaggregate number of shares of Company Stock held by such Company Stockholder by the number of shares of Company Fully Diluted Stock, (vi) the portion of the Earnout Stock to be allocated to each holder of Assumed Warrants, which shall be allocated on a pro rata basis determined by dividing the aggregate number of shares of Company Shares subject to each Stock held by such holder of Assumed Warrants on an as-converted basis by the number of shares of Company WarrantFully Diluted Stock, (vii) the calculation portion of the formulas (Company RSUs to be allocated pursuant to the terms of this Agreement and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreementa certification, the governing documents duly executed by an authorized officer of the Company, and applicable Laws, and in the case his or her capacity as an officer of the Company Optionsand not in his or her individual capacity, that the information delivered in accordance with the applicable Company Equity Plan Allocation Schedule is and, as of immediately prior to the Effective Time, will be true and any applicable grant or similar agreement with respect to each Company Optioncorrect in all respects. The Company will review any comments to the Allocation Schedule provided by Cascadia Acquiror or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia Acquiror or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, herein (x) the aggregate number of shares of Acquiror Common Stock that each Company Stockholder will have a right to receive pursuant to the Allocation Schedule as of the Effective Time will be rounded down to the nearest whole share. For the avoidance of doubt, in no event shall the aggregate number of Cascadia Shares shares of Acquiror Common Stock set forth on the Allocation Schedule that are allocated in respect exceed the Acquiror Common Stock Consideration and, if issued pursuant to Section 2.09, the Earnout Stock. In connection with the preparation of the Allocation Statement and the calculation of Adjusted Equity Securities Value, Acquiror shall provide the Company with a good faith estimate, duly certified by an authorized officer of Acquiror, in his or her capacity as an officer of Acquiror and not in his or her individual capacity, of the Company aggregate amount Transaction Expenses, and any corresponding Expense Shortfall, no later than four (or4) Business Days prior to the Closing Date, for the avoidance of doubt, which figure the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will shall be entitled to rely upon on for all purposes in preparation of the Allocation Statement. (b) Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall be entitled to rely, without any independent investigation or inquiry, on the names, amounts and other information set forth in the Allocation Schedule. None of Acquiror, the Exchange Agent nor their respective Affiliates or Representatives shall have any liability to any Company Stockholder or any of its Affiliates for relying on the Allocation Schedule, other than in the case of gross negligence or willful misconduct. Except with Acquiror’s written consent, the Allocation Schedule shall not be deemed formally modified for purposes of allocating this Agreement after its initial delivery to Acquiror except pursuant to a written instruction from the transaction consideration to Company, with certification from an authorized representative of the Company Equityholders under this Agreement or under that such modification is true and correct. Acquiror, the Exchange Agent Agreementand their respective Affiliates and Representatives shall then be entitled to rely, as applicablewithout any independent investigation or inquiry, on such modified Allocation Schedule.

Allocation Schedule. At least (a) Prior to the date hereof, the Company has delivered to Acquiror a spreadsheet, for informational purposes only, setting forth the Company’s good faith projected pro-forma capitalization of the Company after giving effect to the Pre-Closing Restructuring (assuming that the Pre-Closing Restructuring is consummated as of the date of this Agreement), setting forth (i) the number and class or series (as applicable) of all equity securities of the Company issued and outstanding, (ii) the identity of the Persons that are the record and beneficial owners thereof, and (iii) with respect to each Company Award, as applicable, (A) the holder thereof, (B) the type of Company Award (including whether the Company Award is intended to qualify as an incentive stock option), (C) the date of grant and expiration date thereof, (D) the number of vested and unvested shares of Company Common Stock subject thereto, (E) the vesting schedule (including any accelerated vesting provisions), and (F) the exercise price thereof. Acquiror and Merger Sub agree that the Company Parties shall have not any Liability to Acquiror related to such spreadsheet and that the Company Parties are making no representations or warranties with respect to such spreadsheet. (b) No later than five (5) Business Days prior to the Closing Date, the Company Parties shall deliver to Cascadia Acquiror an allocation schedule (the “Allocation Schedule”) setting forth (i) its good faith calculation of forth, after giving effect to the Exchange Share Consideration and the Exchange RatioPre-Closing Restructuring, (iia) the number of shares of Company Shares Common Stock held by each Company Equityholderstockholder, (iii) the number of shares of Company Common Shares Stock subject to, the exercise price of and, if unvested, the vesting provisions of to each Company Option Award held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5and, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable exercise price thereof, (b) the portion of the Aggregate Merger Consideration allocated to each holder of Company Equity Plan Common Stock pursuant to Section 3.1(b), and any applicable grant or similar agreement (c) on a holder-by-holder basis and award-by-award basis, (i) each Acquiror Option that will be outstanding as of the Closing, and, with respect to such Acquiror Option, the number of shares of Acquiror Class A Common Stock issuable upon exercise of such Acquiror Option and the exercise price of such Acquiror Option, and (ii) each Company OptionAdjusted Restricted Stock Award that will be outstanding as of the Closing and the number of shares of Acquiror Class A Common Stock subject to such Adjusted Restricted Stock Award, in each case, including a reasonably detailed itemization of the components thereof. The Company Parties will review any comments to the Allocation Schedule provided by Cascadia or any of its Representatives Acquiror and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything Acquiror to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicablecorrect inaccuracies.

Allocation Schedule. At least five No later than three (53) Business Days prior to the Closing Date, the Company shall deliver to Cascadia Priveterra an allocation schedule (the “Allocation Schedule”) setting forth, after giving effect to the Subsidiary Merger and the transactions set forth (ion Section 1.1(e) its good faith calculation of the Exchange Share Consideration and the Exchange RatioCompany Disclosure Schedules, (iia) the number of Company Shares Equity Securities held by each Company EquityholderStockholder, (iii) the number of shares of Company Common Shares Stock subject toto each Company Warrant held by each holder thereof, the exercise price number of and, if unvested, the vesting provisions shares of Company Common Stock subject to each Company Option held by each holder thereof, (iv) as well as whether each such Company Option will be a Vested Company Option or an Unvested Company Option as of immediately prior to the portion Effective Time, the number of the Exchange Share Consideration allocated shares of Company Common Stock subject to each Company Subsidiary Rollover Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to held by each Company Common Share pursuant to Section 2.1(i)holder thereof, as well asas whether each such Subsidiary Rollover Option will be a Vested Subsidiary Rollover Option or an Unvested Subsidiary Rollover Option as of immediately prior to the Effective Time, and, in each casethe case of the Company Options, Subsidiary Rollover Options and Company Warrant, the exercise price thereof, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (vb) the number of shares of Class A Common Stock that will be subject to each Rollover Option and the exercise price of each such Rollover Option at the Effective Time, in each case, determined in accordance with Section 2.5, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (vic) the number portion of Company Shares subject the Transaction Share Consideration allocated to each Company WarrantStockholder pursuant to Section 2.1(b)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (viid) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for Contingent Consideration allocated to each Eligible Company Equityholder. The Allocation Schedule Stockholder, in the event that any Contingent Consideration becomes payable, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, and (e) a certification, duly executed by an authorized officer of the Company, that the information and the calculations delivered pursuant to clauses (a), (b), (c) and determinations contained therein(d) of this Section 2.4 are, and will be prepared as of immediately prior to the Effective Time, (i) true and correct in all respects, and (ii) in accordance with the applicable provisions of this Agreement, the governing documents Governing Documents of the Company, Company and applicable LawsLaws and, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each any such Company OptionOption and, in the case of the Subsidiary Rollover Options, the Subsidiary Equity Plan and any applicable grant or similar agreement with respect to any such Subsidiary Rollover Option and, in the case of the Company Warrant, the terms of the applicable warrant agreement. The Company will review any comments to the Allocation Schedule provided by Cascadia Priveterra or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia P▇▇▇▇▇▇▇▇▇ or any of its RepresentativesRepresentatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule shares of Class A Common Stock that are allocated in respect of the Equity Securities of the each Company (or, for the avoidance of doubt, the Company EquityholdersStockholder will have a right to receive pursuant to Section 2.1(b)(vii) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration rounded down to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicablenearest whole share.

Allocation Schedule. At least No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to Cascadia CPUH an allocation schedule (the “Allocation Schedule”) setting forth (i) its good faith calculation of the Exchange Share Consideration and the Exchange Ratio, (iia) the number of Company Shares Equity Securities held by each Company EquityholderStockholder or holder of Company Options, (iii) Company RSU Awards, Company Warrants and Company Convertible Notes, as applicable, the number of shares of Company Common Shares Stock subject toto each Company Option, Company RSU Award, Company Warrant or Company Convertible Note, as applicable, held by each holder thereof as of immediately prior to the Intermediate Merger Effective Time, as well as whether (i) each such Company Option will be a Vested Company Option or an Unvested Company Option as of immediately prior to the Intermediate Merger Effective Time and (ii) each such Company RSU Award will be a Vested Company RSU Award or an Unvested Company RSU Award as of immediately prior to the Intermediate Merger Effective Time, and, in the case of the Company Options and the Company Warrants, as applicable, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, as reasonably detailed calculations with respect to the components and subcomponents thereof, (vb) the number of shares of Pubco Common Stock that will be subject to each Rollover Option, Rollover RSU and Assumed Warrant and the exercise price of each such Rollover Option and Company Warrant at the Intermediate Merger Effective Time, in each case, determined in accordance with Section 2.5 and Section 2.6, as applicable, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (vic) the number portion of Company Shares subject the Aggregate Intermediate Merger Closing Merger Consideration allocated to each Company WarrantStockholder pursuant to Section 2.1(a)(xv), as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (viid) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares Aggregate Intermediate Merger Closing Merger Consideration allocated to each holder of a Company Convertible Note pursuant to Section 2.6(b), as well as reasonably detailed calculations with respect to the components and subcomponents thereof and (e) the Contingency Pro Rata Share for each Eligible Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Optionsevent that any Contingency Consideration becomes payable, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement as well as reasonably detailed calculations with respect to each Company Optionthe components and subcomponents thereof. The Company will review any comments to the Allocation Schedule provided by Cascadia CPUH or any of its Affiliates or Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia CPUH or any of its RepresentativesAffiliates or Representatives to correct inaccuracies or otherwise clarify any information contained in the Allocation Schedule. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule shares of Pubco Common Stock that are allocated in respect of the Equity Securities of the each Company (or, for the avoidance of doubt, the Company EquityholdersStockholder will have a right to receive pursuant to Section 2.1(a)(xv) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration rounded down to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicablenearest whole share.

Allocation Schedule. At The Company acknowledges and agrees that (i) the Total Merger Consideration is being allocated among the Pre-Closing Holders pursuant to the schedule in the form set forth on Section 2.2(e) of the Company Schedules and delivered by the Company to STPC at least five (5) three Business Days prior to the anticipated Closing Date (the “Allocation Schedule”) and such allocation (i) is and will be in accordance with the Governing Documents of the Company, the Company Shareholder Agreements and applicable Law, (ii) does and will set forth (A) the mailing addresses and email addresses, for each Pre-Closing Holder, (B) the number and class of Equity Securities owned by each Pre-Closing Holder, (C) the portion of the Total Merger Consideration (including the Cash Funding Amount) allocated to each Pre-Closing Holder (divided into the portion of the STPC Unrestricted Common Shares, Earn Out Shares and the Cash Funding Amount payable to such Pre-Closing Holder), (D) with respect to each Pre-Closing Holder of Company Options, the number of STPC Common Shares subject to, and the exercise price per STPC Common Share of, each STPC Option (including Earn Out Awards), and (E) with respect to each Pre-Closing Holder of Company Warrants, the number of STPC Common Shares subject to, and the exercise price per STPC Common Share of, each STPC Converted Warrant (divided into the portion of the STPC Unrestricted Common Shares and Earn Out Shares) and (iii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). For illustrative purposes only, set forth on Section 2.2(e) of the Company Schedules is the Allocation Schedule as it would have been prepared if the Closing Date were the date hereof (it being understood that such illustrative Allocation Schedule set forth on Section 2.2(e) of the Company Schedules is illustrative only and not binding in any manner on the parties hereto); provided that, the Parties agree that such illustrative Allocation Schedule shall not be required to set forth the mailing addresses and email addresses for the Pre-Closing Holders. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment, issuance, reserve for issuance (including as reserved in respect of the Company Options or the Company Warrants, in each case, pursuant to Section 2.2(b)(iv)) or any other treatment of the Total Merger Consideration on the Closing Date in accordance with the Allocation Schedule (not to exceed 147,562,680 STPC Common Shares in the aggregate, with no more than 130,000,000 STPC Unrestricted Common Shares, 8,781,340 $14 Earn Out Shares and 8,781,340 $16 Earn Out Shares), STPC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to (x) any Equity Security of the Company and (y) the Total Merger Consideration), and none of them shall have (I) any further obligations to the Company, any Pre-Closing Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Total Merger Consideration), or (II) any liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases STPC and its Affiliates (but excluding, on and after the Closing, the Company and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Total Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth in such Allocation Schedule. Notwithstanding anything to the contrary, to the extent Company Options are exercised after the date hereof and prior to the Closing Date in accordance with a Company Equity Plan, or to the extent any Company Options are forfeited after the date hereof and prior to the Closing Date, the Company shall deliver number of Earn Out Shares issued pursuant to Cascadia an allocation schedule (the “Allocation Schedule”) setting forth (i) its good faith calculation of the Exchange Share Consideration and the Exchange Ratio, (ii) Section 2.6 may be increased subject to a corresponding decrease in the number of Company Earn Out Awards to be granted at the Closing (which adjustment shall be in even-number increments constituting one $14 Earn Out Share for one $14 Earn Out Award and one $16 Earn Out Share for one $16 Earn Out Award), such that for each two (2) additional Earn Out Shares held by each Company Equityholder(one of which must be a $14 Earn Out Share and one of which must be a $16 Earn Out Share) in excess of the 17,562,680 Earn Out Shares contemplated to be issued pursuant to Section 2.6, (iii) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company EquityholderAwards to be granted hereunder shall be reduced by one $14 Earn Out Award and one $16 Earn Out Award. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and shall reflect any applicable grant or similar agreement with respect to each Company Option. The Company will review any comments to the Allocation Schedule provided by Cascadia or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representativessuch adjustments. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, and for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and in no event shall either (yX) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule number of STPC Common Shares issued as Earn Out Shares or being reserved for purposes of allocating the transaction consideration or subject to the Company Equityholders under this Agreement Earn Out Awards granted exceed 19,600,000 STPC Common Shares in the aggregate or under (Y) the Exchange Agent Agreement, as applicablesum of the Total Merger Consideration plus the number of STPC Common Shares reserved for or subject to the Earn Out Awards exceed 149,600,000 STPC Common Shares.

Allocation Schedule. At least five No later than three (53) Business Days prior to the Closing Date, the Company shall deliver to Cascadia Priveterra an allocation schedule (the “Allocation Schedule”) setting forth, after giving effect to the Subsidiary Merger and the transactions set forth (ion Section 1.1(e) its good faith calculation of the Exchange Share Consideration and the Exchange RatioCompany Disclosure Schedules, (iia) the number of Company Shares Equity Securities held by each Company EquityholderStockholder, (iii) the number of shares of Company Common Shares Stock subject toto each Company Warrant held by each holder thereof, the exercise price number of and, if unvested, the vesting provisions shares of Company Common Stock subject to each Company Option held by each holder thereof, (iv) as well as whether each such Company Option will be a Vested Company Option or an Unvested Company Option as of immediately prior to the portion Effective Time, the number of the Exchange Share Consideration allocated shares of Company Common Stock subject to each Company Subsidiary Rollover Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to held by each Company Common Share pursuant to Section 2.1(i)holder thereof, as well asas whether each such Subsidiary Rollover Option will be a Vested Subsidiary Rollover Option or an Unvested Subsidiary Rollover Option as of immediately prior to the Effective Time, and, in each casethe case of the Company Options, Subsidiary Rollover Options and Company Warrant, the exercise price thereof, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (vb) the number of shares of Class A Common Stock that will be subject to each Rollover Option and the exercise price of each such Rollover Option at the Effective Time, in each case, determined in accordance with Section 2.5, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (vic) the number portion of Company Shares subject the Transaction Share Consideration allocated to each Company WarrantStockholder pursuant to Section 2.1(b)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (viid) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for Contingent Consideration allocated to each Eligible Company Equityholder. The Allocation Schedule Stockholder, in the event that any Contingent Consideration becomes payable, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, and (e) a certification, duly executed by an authorized officer of the Company, that the information and the calculations delivered pursuant to clauses (a), (b), (c) and determinations contained therein(d) of this Section 2.4 are, and will be prepared as of immediately prior to the Effective Time, (i) true and correct in all respects, and (ii) in accordance with the applicable provisions of this Agreement, the governing documents Governing Documents of the Company, Company and applicable LawsLaws and, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each any such Company OptionOption and, in the case of the Subsidiary Rollover Options, the Subsidiary Equity Plan and any applicable grant or similar agreement with respect to any such Subsidiary Rollover Option and, in the case of the Company Warrant, the terms of the applicable warrant agreement. The Company will review any comments to the Allocation Schedule provided by Cascadia Priveterra or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia ▇▇▇▇▇▇▇▇▇▇ or any of its RepresentativesRepresentatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule shares of Class A Common Stock that are allocated in respect of the Equity Securities of the each Company (or, for the avoidance of doubt, the Company EquityholdersStockholder will have a right to receive pursuant to Section 2.1(b)(vii) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration rounded down to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicablenearest whole share.

Allocation Schedule. At least five Attached as Schedule 1.11(d) is a schedule (5the “Preliminary Allocation Schedule”) showing (i) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, the exercise or vesting schedules thereof, and whether such Company Holder is an employee of the Company, (C) an estimate of the amount payable to such Company Holder on the Closing Date (I) in respect of shares of Company Capital Stock, (II) in respect of Company Options, including, in each case, in respect of the Aggregate Proceeds Proportional Share payable to such Company Holder, (D) an estimate of the Proportionate Indemnification Share of such Company Stockholder, and (E) an estimate of the pro-rata share of each Company Holder’s entitlement to any Net Working Capital Credit Amount and Closing Cash Credit Amount; (ii) an estimate of the Company Fees and Expenses incurred but unpaid, up to and including the execution of this Agreement; and (iii) an estimate of the Indebtedness of the Company and any Company Subsidiary as of the date of this Agreement and (iv) an estimate of the Company Cash as of the date of this Agreement. No later than two (2) Business Days prior to the expected Closing Date, the Company shall deliver to Cascadia an allocation Parent a schedule (the “Final Allocation Schedule”) setting forth showing a revised version of the schedule updated for the Closing Date showing (i) its good faith calculation of the Exchange Share Consideration and the Exchange Ratio, for each Company Holder: (iiA) the number and class of shares of Company Shares held by each Company EquityholderCapital Stock held, (iiiB) the number and class of shares of Company Common Shares Capital Stock subject toto each Company Option held, if applicable, the exercise price of and, if unvestedper share, the exercise or vesting provisions of each Company Option held by each holder schedules thereof, (iv) the portion and whether such Company Holder is an employee of the Exchange Share Consideration allocated Company, (C) a calculation of the amount payable to each such Company Option pursuant to Section 2.5Holder on the Closing Date (I) in respect of shares of Company Capital Stock, and the portion (II) in respect of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i)Options, as well asincluding, in each case, reasonably detailed calculations with in respect of the Aggregate Proceeds Proportional Share payable to such Company Holder, (D) the components Proportionate Indemnification Share of such Company Stockholder, and subcomponents thereof, (E) the pro-rata share of each Company Holder’s entitlement to any Net Working Capital Credit Amount and Closing Cash Credit Amount; (ii) unpaid Company Fees and Expenses; and (iii) Closing Indebtedness; (iv) Estimated Closing Cash; (v) the exercise price of each Rollover Option at the Effective Time, Estimated Net Working Capital and (vi) the number of Company Shares subject to each Company WarrantClosing Negative Adjustment or Closing Positive Adjustment, (vii) as the calculation case may be, if any. An officer of the formulas (and Company shall certify that the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Final Allocation Schedule (and correctly reflects the calculations and determinations contained therein) will and/or good faith estimates therein required to be prepared in accordance with the applicable provisions of made pursuant to this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with shall deliver the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Option. The Company will review any comments to the Final Allocation Schedule provided by Cascadia or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything together with such certification to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicableParent at Closing.

Allocation Schedule. At least (a) No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to Cascadia Prospector and Newco (and Newco shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Allocation Schedule”) setting forth (i) its good faith calculation the number and designation of Amalco Shares and Amalco Warrants, including Amalco Vesting Sponsor Warrants, held by each Prospector Shareholder after giving effect to the Exchange Share Consideration and the Exchange RatioProspector Amalgamation, (ii) the number of Company Shares held by each Company EquityholderShareholder after giving effect to the Company Share Conversion and the number of Company Shares subject to each Company Equity Award held by each holder thereof and, in the case of each Company M-Option, the exercise price thereof, (iii) the number of Company Amalco Common Shares and Amalco Earnout Special Shares that will be subject to, the exercise price of and, if unvested, the vesting provisions of to each Company Option held by each holder thereofRollover Equity Award, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and Shareholder determined in the portion manner determined under the Plan of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereofArrangement, (v) the exercise price number and designation of Surviving Company Warrants including Surviving Company Vesting Sponsor Warrants, held by each Rollover Option at Investor, as applicable, after giving effect to the Effective TimeCompany Amalgamation, (vi) the number and designation of Surviving Company Shares subject Shares, Rollover Equity Awards and Surviving Company Warrants including Surviving Company Vesting Sponsor Warrants held by each holder thereof, after giving effect to each the Company WarrantAmalgamation, and (vii) the calculation a certification, duly executed by an authorized officer of the formulas Company, that the information delivered pursuant to clauses (and the components thereof) set forth in Section 2.6i), (viiiii), (iii), (iv), (v) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule and (vi) is, and the calculations and determinations contained therein) will be prepared as of immediately prior to the Arrangement Effective Time, true and correct in all respects and in accordance with the applicable provisions last sentence of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company OptionSection 2.3(a). The Company will review any comments to the Allocation Schedule provided by Cascadia Prospector or any of its Representatives and consider and incorporate in good faith and incorporate any reasonable comments timely proposed by Cascadia Prospector or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (xA) the aggregate number of Amalco Shares that each Company Shareholder or Prospector Shareholder will have a right to receive pursuant to the Plan of Arrangement will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of Cascadia Amalco Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares and Company Equity Awards exceed the Exchange Consideration and (C) the Allocation Schedule (and the calculations or determinations therein) shall be prepared in accordance with any applicable Law, the Governing Documents of the Company, the Company Shareholders Agreement, the Company Equity Securities Plan and any other Contract to which the Company is a party or bound to the extent applicable thereto. (b) Prospector, the Exchange Agent and their respective Affiliates and Representatives shall be entitled to rely, without any independent investigation or inquiry, on the names, amounts, and other information set forth in the Allocation Schedule. None of Prospector, the Exchange Agent and their respective Affiliates or Representatives shall have any liability to any Company Shareholder or any of its Affiliates for relying on the Allocation Schedule. Except with Prospector’s consent, the Allocation Schedule may not be modified after delivery to Prospector and Newco except pursuant to a written instruction from the Company, with certification from an authorized representative of the Company (orthat such modification is true and correct. Prospector, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will and their respective Affiliates and Representatives shall be entitled to rely upon the rely, without any independent investigation or inquiry, on such modified Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicableSchedule.

Allocation Schedule. At least five (5) No later than three Business Days prior to the Closing Date, the Company shall deliver to Cascadia SLAM an allocation schedule (the “Allocation Schedule”) setting forth (i) its good faith calculation of the Exchange Share Consideration and the Exchange Ratio, (iia) the number of Company Shares held by each Company EquityholderShareholder, (iii) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company WarrantEquity Award held by each holder thereof, (vii) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for as well as whether each Eligible such Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) Equity Award will be prepared in accordance with a Vested Company Option or an Unvested Company Option as of immediately prior to the applicable provisions of this AgreementSecond Effective Time, the governing documents of the Companyand, and applicable Laws, and in the case of the Company Options, the exercise price thereof, (b) the number of Topco Shares that will be subject to each Assumed Option and, in the case of each Assumed Option, the exercise price thereof at the Second Effective Time, as well as the calculation of the Option Exchange Ratio, (c) a calculation of the Adjusted Transaction Share Consideration and its components (including the Adjusted Equity Value, the Aggregate Exercise Price and the Equity Value), (d) the portion of the Adjusted Transaction Share Consideration and the type of Equity Security of Topco allocated to each holder of Equity Securities of the Company outstanding as of immediately prior to the Second Effective Time, and (e) a certification, duly executed by an authorized officer of the Company, that the information delivered pursuant to clause (a), clause (b), clause (c) and clause (d) is, and will be as of immediately prior to the Second Effective Time, true and correct in all respects and in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Optionlast sentence of this Section 2.3. The Company will review any comments to the Allocation Schedule provided by Cascadia SLAM or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia SLAM or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (xA) the aggregate number of Topco Shares that each Company Shareholder will have a right to receive pursuant to Section 2.1(b)(viii) will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of Cascadia Topco Shares set forth on the Allocation Schedule that are allocated in respect of the all Equity Securities of the Company (or, for outstanding as of immediately prior to the avoidance of doubt, the Company Equityholders) Second Effective Time exceed the Exchange Adjusted Transaction Share Consideration and (yC) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating (or the transaction consideration to the Company Equityholders under this Agreement calculations or under the Exchange Agent Agreementdeterminations therein) shall be prepared in accordance with, as applicable, applicable Law, the Governing Documents of the Company in effect immediately prior to the Second Effective Time, the Company Equity Plan and any other Contract to which the Company is a party or bound.

Allocation Schedule. At least five (5) Business Days prior to the Closing DateClosing, the Company shall deliver to Cascadia Pathfinder an allocation schedule (the “Allocation Schedule”) setting forth (a) (i) its good faith calculation the number of Company Common Shares held by Parent both prior to and immediately following the forward stock split to be effected as part of the Exchange Share Consideration and the Exchange RatioPre-Closing Reorganization pursuant to Section 1.1(b)(i), (ii) the number and class of Company Shares Equity Securities of Parent held by each Company Parent Equityholder, as well as, in the case of any Parent Equity Awards, whether such Parent Equity Awards will be a Vested Parent Equity Award or an Unvested Parent Equity Award (after, for the avoidance of doubt, taking into account for vesting purposes, the effect of the transactions contemplated by this Agreement) and (iii) the number of Company Equity Awards outstanding, as well as whether such Company Equity Awards will be a Vested Company Equity Award or an Unvested Company Equity Award, (b) the number of Company Common Shares subject to, to be distributed to each Vested Parent Equityholder by the exercise price Parent as part of the Pre-Closing Reorganization pursuant to Section 1.1(b)(ii) and, if unvestedapplicable, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i1.4(a)(i), as well as, in each case, reasonably detailed explanations of the methodology underlying the calculations with respect to the components and subcomponents thereof, (vc) a calculation of the Adjusted Company Pre-Closing Equity Value and the Transaction Share Consideration based thereon, (d) the exercise price number of Pathfinder Shares (in the aggregate equal to the Transaction Share Consideration) to be allocated at the Effective Time to each Rollover Option at holder of Equity Securities of the Company immediately prior to the Effective Time, (vie) each Company Shareholder that is a Dissenting Company Shareholder and the number of Company Common Shares held by such Company Shareholder that are Dissenting Company Shares, (f) the number of shares of Company Restricted Stock or Company RSUs to be received by each holder of Unvested Parent Equity Awards pursuant to Section 1.4(a)(ii) or Section 1.4(a)(iii), respectively, (g) the number of Pathfinder Shares that will be subject to each Company Warrantshare of Rollover Restricted Stock and each Rollover RSU, as well as the exchange ratio on which such calculations are based, (viih) the calculation aggregate amount of cash payments required to be made by Parent or any of its Affiliates (including, for the avoidance of doubt, any Group Company) in respect of the formulas Parent Cash Plan as a result of, or in connection with, the Transactions, as well as the amounts to be paid to each participant under the Parent Cash Plan, and (i) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a) through (h) are, and will be, in the components thereof) set forth in Section 2.6case of clauses (a), (viiib) the pro rata portion and (h), as of the Earn Out Shares for each Eligible Company Equityholdertime of the consummation of the Pre-Closing Reorganization and, in the cases of clauses (c), (d), (e), (f), (g) and (h), as of immediately prior to the Effective Time, true and correct in all respects and in accordance with the Allocation Schedule Requirements. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents Governing Documents of the Company, Parent and Parent GP, any applicable agreements with any Parent Equityholders to which any Group Company, Parent or Parent GP is a party or bound (including any shareholders or similar agreements) and applicable Laws, and in the case of the Parent Equity Awards or Company OptionsEquity Awards, in accordance with the applicable Parent Equity Plan or Company Equity Plan and any applicable grant grant, award or similar agreement with respect to each such Parent Equity Award or Company OptionEquity Award, as applicable, and, in the case of any payments or other amounts under or in respect of the Parent Cash Plan, in accordance with the Parent Cash Plan and any applicable grant, award or similar agreement with respect thereto (collectively, the “Allocation Schedule Requirements”). The Company will review any comments to the Allocation Schedule provided by Cascadia Pathfinder or any of its Representatives and consider in good faith the comments provided by Pathfinder or any of its Representatives and incorporate any reasonable comments timely proposed by Cascadia Pathfinder or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Cascadia Pathfinder Shares set forth on the Allocation Schedule that are to be received or otherwise allocated to the Vested Parent Equityholders (and/or to be received or otherwise allocated in respect of the any other vested Equity Securities of Parent or the Company prior to the Closing) exceed (orA) the Transaction Share Consideration minus (B) the Pathfinder Shares that would be allocated to Company Common Shares pursuant to Section 1.1(d)(vii) but for such Company Common Shares being Dissenting Company Shares (it being further understood and agreed, for the avoidance of doubt, that in no event shall any Pathfinder Shares described in this clause (B) be allocated to any other Vested Parent Equityholder or holder of Equity Securities of the Company Equityholdersand shall instead not be allocated at the Closing or otherwise, except solely in the circumstances described in Section 1.7) (i.e., the aggregate value of the Pathfinder Shares received by Vested Parent Equityholders or any other holders of any other vested Equity Securities in the Parent or the Company shall not exceed (I) the Exchange Adjusted Company Pre-Closing Equity Value (based on the Pathfinder Common Share Value), minus (II) the value of any Pathfinder Shares that would be allocated to Company Common Shares pursuant to Section 1.1(d)(vii) but for such Company Common Shares being Dissenting Company Shares (based on the Pathfinder Common Share Value)). For the avoidance of doubt, any Unvested Parent Equity Awards or Unvested Company Equity Awards (including any Rollover Restricted Stock and Rollover RSUs received in respect of such Unvested Parent Equity Awards and Unvested Company Equity Awards pursuant to Section 1.4(c)) shall not be included as part of the Transaction Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration shall, to the Company Equityholders under this Agreement or extent provided in Section 1.4(c), instead be converted into comparable equity awards in Pathfinder and constitute awards issued under the Exchange Agent Agreement, as applicablePathfinder Post-Closing Incentive Equity Plans.

Allocation Schedule. At The Company acknowledges and agrees that the Cash Merger Consideration and Securities Merger Consideration are being allocated among the Company Stockholders pursuant to the schedule set forth on Schedule 3.1(i) (the “Allocation Schedule”). The Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to Acquiror at least five three (53) Business Days prior to the anticipated Closing Date. In each case, the Company shall deliver to Cascadia an agrees that the allocation schedule (among the “Company Stockholders shown thereof is and will be in accordance with the Governing Documents of the Company and applicable Law. In addition, the Allocation Schedule”) setting forth Schedule (i) its good faith calculation does and will set forth (A) the number, class and series of the Exchange Share Consideration and the Exchange RatioCompany Capital Stock, Company Stock Options and/or Company Warrants owned by each Pre-Closing Holder, (iiB) the number of Company Shares held by shares of Domesticated Acquiror Common Stock allocated to each Company EquityholderStockholder, (iii) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (ivC) the portion of the Exchange Share Consideration Cash Merger Consideration, if any, allocated to each Company Option pursuant Stockholder, (D) with respect to Section 2.5each Pre-Closing Holder of Company Stock Options, the number of shares of Domesticated Acquiror Common Stock subject to, and the portion exercise price per share of the Exchange Share Consideration allocated Domesticated Acquiror Common Stock of, each Substitute Option, and (E) with respect to each Pre-Closing Holder of Company Warrants, the number of shares of Domesticated Acquiror Common Share pursuant Stock subject to, and the exercise price per share of Domesticated Acquiror Common Stock of, each Substitute Warrant, and (ii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Acquiror shall be entitled to Section 2.1(iconclusively rely on the Allocation Schedule (as updated prior to the Closing Date), as well as, in each case, reasonably detailed calculations and neither Acquiror nor its Affiliates shall have any liability with respect to the components and subcomponents thereof, (v) allocation of the exercise price of each Rollover Option at Cash Merger Consideration or Securities Merger Consideration among the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) Stockholders or the calculation of the formulas number of shares of Domesticated Acquiror Common Stock subject to, or the exercise price per share of Domesticated Acquiror Common Stock of (as applicable), Substitute Options and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of Substitute Warrants under this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Option. The Company will review any comments to the Allocation Schedule provided by Cascadia or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicable.

Allocation Schedule. (a) At least five (5) Business Days prior to the Closing Date, the Company SPAC shall deliver to Cascadia the Company an allocation schedule (the “SPAC Allocation Schedule”) setting forth (i) its good faith calculation the number of the Exchange Share Consideration SPAC Class A Shares, SPAC Class B Shares and the Exchange RatioSPAC Warrants held by each holder, (ii) the number of Company Shares held by each Company Equityholdersuch holder’s name and address, and (iii) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion allocation of the Exchange Share SPAC Merger Consideration allocated to each Company Option pursuant to Section 2.5among the holders of SPAC Class A Shares, SPAC Class B Shares and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company EquityholderSPAC Warrants. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Option. The Company SPAC will review any comments to the SPAC Allocation Schedule provided by Cascadia the Company or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia the Company or any of its Representatives. . (b) Notwithstanding the foregoing or anything to the contrary herein, (xi) in no event shall the aggregate number of Cascadia NewPubco Ordinary Shares set forth on the Allocation Schedule that are allocated each SPAC Shareholder will have a right to receive (or NewPubco Warrants to be issued to each SPAC Shareholder in respect of the any other Equity Securities of SPAC prior to the Closing) under this Agreement will be rounded to the nearest whole share, and (ii) NewPubco and the Company (or, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the SPAC Allocation Schedule for purposes of allocating NewPubco Ordinary Shares to the transaction consideration SPAC Shareholders and the conversion of the SPAC Warrants into the Assumed SPAC Warrants pursuant to Section 2.6. (c) At least five (5) Business Days prior to the Closing Date, Company shall deliver to SPAC an allocation schedule (the “Company Allocation Schedule”) setting forth (i) the number of Company Shares, Company Options and Company Warrants held by each holder, (ii) such holder’s name and address, (iii) the allocation of the Company Merger Consideration among the holders of Company Shares, and (iv) the number of shares of NewPubco Ordinary Shares that will be subject to each Assumed Company Option and Converted Warrants, which shall be determined in accordance with Section 2.2(e). The Company will review any comments to the Company Equityholders Allocation Schedule provided by SPAC or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by SPAC or any of its Representatives. (d) Notwithstanding the foregoing or anything to the contrary herein, (i) the aggregate number of NewPubco Ordinary Shares that each Company Shareholder will have a right to receive under this Agreement or under will be rounded to the Exchange Agent Agreementnearest whole share, as applicableand (ii) NewPubco and SPAC will be entitled to rely upon the Company Allocation Schedule for purposes of allocating NewPubco Ordinary Shares to the Company Shareholders and the conversion of the Company Options into the Assumed Company Option, pursuant to Section 2.2(a).

Allocation Schedule. At The Company acknowledges and agrees that the Total Share Consideration is being allocated among the Company Stockholders pursuant to the schedule set forth on Schedule 1.3(k) (the “Allocation Schedule”). The Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to Parent at least five three (53) Business Days prior to the anticipated Closing Date. In each case, the Company shall deliver to Cascadia an agrees that the allocation schedule among the Company Stockholders shown thereof is and will be in accordance with the Charter Documents of the Company and applicable Law. In addition, the Allocation Schedule (the “Allocation Schedule”A) setting does and will set forth (i1) its good faith calculation of the Exchange Share Consideration mailing addresses and the Exchange Ratioemail addresses for each Pre-Closing Holder, (ii2) the number and class of Company Common Stock (giving effect to the Company Preferred Stock Conversion), Company Preferred Stock, Company Stock Options, Company Warrants, and/or Company RSUs owned by each Pre-Closing Holder, (3) the number of Company Shares held by each Company Equityholder, (iii) the number shares of Company Parent Class A Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration Stock allocated to each Company Option pursuant Stockholder, (4) with respect to Section 2.5each Pre-Closing Holder of Company Stock Options, the number of shares of Parent Class A Common Stock subject to, and the portion exercise price per share of the Exchange Share Consideration allocated Parent Class A Common Stock of, each Substitute Option, (5) with respect to each Pre-Closing Holder of Company Warrants, the number of shares of Parent Class A Common Share pursuant Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Substitute Warrant, and (6) with respect to Section 2.1(ieach Pre-Closing Holder of Company RSUs, the number of shares of Parent Class A Common Stock subject to each Substitute RSU, and (B) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Parent shall be entitled to conclusively rely on the Allocation Schedule (as updated prior to the Closing Date), as well as, in each case, reasonably detailed calculations and neither Parent nor its Affiliates shall have any Liability with respect to the components and subcomponents thereof, (v) allocation of the exercise price of each Rollover Option at Total Share Consideration among the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) Stockholders or the calculation of the formulas number of shares of Parent Class A Common Stock subject to, or the exercise price per share of Parent Class A Common Stock of (as applicable), Substitute Options, Substitute Warrants and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of Substitute RSUs under this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Option. The Company will review any comments to the Allocation Schedule provided by Cascadia or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicable.

Allocation Schedule. At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Cascadia PCSC an allocation schedule (the “Allocation Schedule”) setting forth (i) its good faith calculation of the Exchange Share Consideration and the Exchange Ratio, (ii) the number of Company Shares held by each Company EquityholderStockholder (including the number of Company Common Shares (x) issuable in connection with the exercise of the Company Warrants by each holder thereof, (iiiy) if applicable, issuable after giving effect to the conversion of the Company Convertible Notes prior to the Closing or any conversion or exercise of any other Equity Securities of the Company issued and outstanding in connection with the Specified Strategic Transactions and (z) the Company Preferred Share Conversion pursuant to Section 2.4(c)), (ii) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of to each Company Option Equity Award held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well asas whether each such Company Equity Award will be a Vested Company Equity Award or an Unvested Company Equity Award as of immediately prior to the Effective Time, and, in each case, reasonably detailed calculations with respect to the components and subcomponents exercise price thereof, (viii) the number of PCSC Shares that will be subject to each Rollover Option and each Rollover RSU Award, and, in the case of each Rollover Option, the exercise price of each Rollover Option thereof at the Effective Time, (iv) the Adjusted Transaction Share Consideration, the Fully-Diluted Shares and the Exchange Ratio, (v) each Company Stockholder’s Pro Rata Share of the Adjusted Transaction Share Consideration (including, for the avoidance of doubt, in respect of any Company Shares that are issued upon exercise of the Company Warrants, upon the conversion of the Company Convertible Notes prior to the Closing (if applicable), upon the conversion or exercise of any other Equity Securities of the Company issued and outstanding in connection with the Specified Strategic Transactions (if applicable) and after giving effect to the Company Preferred Share Conversion pursuant to Section 2.4(d)), and (vi) a certification, duly executed by an authorized officer of the number of Company Shares subject Company, that (a) the information and calculations delivered pursuant to each Company Warrantclauses (i), (viiii), (iii), (iv), and (v) is, and will be as of immediately prior to the Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (b) the calculation of the formulas (Company has performed, or otherwise complied with, as applicable, its covenants and the components thereof) agreements set forth in Section 2.6, (viii2.4(f) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company OptionSection 5.14(d). The Company will review any comments to the Allocation Schedule provided by Cascadia PCSC or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia PCSC or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (xA) the aggregate number of PCSC Shares that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(vii) will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of Cascadia PCSC Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company exceed the Adjusted Transaction Share Consideration, (orC) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Stockholder Agreements, the Company Equity Plan or any other Contract to which the Company is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Equityholderspursuant to Section 2.4(f) exceed the Exchange Share Consideration and Section 5.13(d)) and (yD) the Cascadia PCSC Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders Stockholders under this Agreement or under the Exchange Agent Agreement, as applicable.

Allocation Schedule. At least five The Company acknowledges and agrees that (5i) Business Days the Closing Merger Consideration is being allocated among the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among the holders of Company Common Shares as of immediately prior to the Closing Date, the Company shall deliver to Cascadia an allocation schedule (the “Allocation Schedule”) setting forth (i) its good faith calculation of the Exchange Share Consideration and the Exchange Ratio, (ii) the number of Company Shares held by each Company Equityholder, (iii) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Option. The Company will review any comments to the Allocation Schedule provided by Cascadia or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (orincluding, for the avoidance of doubt, the holders of Company EquityholdersRestricted Stock Awards), in each case pursuant to the schedule set forth on Section 2.2(f) exceed of the Exchange Share Company Schedules (the “Allocation Schedule”) and delivered by the Company to Rotor at least three (3) Business Days prior to the anticipated Closing Date and such allocation (i) is and will be in accordance with the Governing Documents of the Company, the Company Shareholder Agreements and applicable Law, (ii) does and will set forth (A) the mailing addresses and email addresses, for each Pre-Closing Holder, (B) the number and class of Equity Securities owned by each Pre-Closing Holder, (C) the portion of the Closing Merger Consideration and the Contingent Merger Consideration that would be allocated to each Pre-Closing Holder (yassuming, for such purpose, that the Contingent Merger Consideration is fully earned), (D) with respect to each Pre-Closing Holder of Company Options, the Cascadia Parties number of Rotor Common Shares subject to, and the Exchange Agent exercise price per Rotor Common Share of, each Rotor Option, (E) with respect to each Pre-Closing Holder of Company Restricted Stock Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Award, and (F) with respect to each Pre-Closing Holder of Company Restricted Stock Unit Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Unit Award, and (iii) is and will otherwise be entitled accurate in all respects (except for de minimis inaccuracies that are not material). Notwithstanding anything in this Agreement to rely the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule for purposes of allocating the transaction consideration Schedule, Rotor and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the Company Equityholders payment of consideration under this Agreement (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), and none of them shall have (I) any further obligations to the Company, any Pre-Closing Holder or any other Person with respect to the payment of any consideration under this Agreement (other than with respect to the Exchange Agent Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (and, on and after the Closing, the Surviving Corporation and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Total Merger Consideration, as applicablethe case may be, among each Pre-Closing Holder as set forth in such Allocation Schedule.

Allocation Schedule. At least five (5a) Business Days prior to the Closing Date, the The Company shall prepare and deliver to Cascadia an allocation schedule Purchaser a spreadsheet (the “Allocation Schedule”) setting at least five Business Days prior to the Closing and reasonably satisfactory to Purchaser, which Allocation Schedule shall be dated as of the Closing Date and shall set forth all of the information (in addition to the other required data and information specified in this Agreement) set forth on the Preliminary Allocation Schedule, as of immediately prior to the Closing. The Allocation Schedule shall, among other things, include for each Company Shareholder, its full name, address, its registration number (except for each Company Shareholder that is a natural person) and the number and class of each Company Capital Share held. The Allocation Schedule shall be binding on all Sellers. Each Seller hereby acknowledges and agrees that (i) its good faith calculation of such Seller has reviewed the Exchange Share Consideration Preliminary Allocation Schedule and agrees to the Exchange Ratiocomputations and formulas contained therein, and (ii) the number of Company Shares held by each Company Equityholder, (iii) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Option. The Company will review any comments to update the Allocation Schedule provided by Cascadia or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Preliminary Allocation Schedule for purposes of allocating preparing and delivering the transaction consideration Allocation Schedule, which updates may include changes to financial or other data, changes to the Company Equityholders Company’s capitalization occurring following the Agreement Date, changes necessary or advisable to conform the allocation of proceeds to this Agreement and the New Articles, and changes to correct errors, inaccuracies or ambiguities. Each Seller hereby authorizes and agrees to be bound by the Allocation Schedule, including after giving effect to any updates made to the Preliminary Allocation Schedule. Each Seller agrees that the Allocation Schedule will represent the final and conclusive determination of the allocation of consideration and proceeds under this Agreement Agreement, subject to the other adjustments specifically provided for in this Agreement. (b) The Allocation Schedule shall be accompanied by reasonably detailed back-up documentation for the calculations contained therein. The Company shall make available to Purchaser and its attorneys, accountants and other representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing the Allocation Schedule and reasonable access to Employees of any member of the Company and its Affiliates as Purchaser may reasonably request in connection with its review of the Allocation Schedule, and will otherwise cooperate in good faith with Purchaser’s and its attorneys’, accountants’ and other representatives’ review and shall take into consideration in good faith any comments of Purchaser on the Allocation Schedule. Notwithstanding the foregoing, in no event will any of Purchaser’s rights be considered waived, impaired or under otherwise limited as a result of Purchaser not making an objection prior to the Exchange Agent AgreementClosing or its making an objection that is not fully implemented in a revised Allocation Schedule, as applicable.

Allocation Schedule. At least No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to Cascadia Acquiror an allocation schedule (the “Allocation Schedule”) setting forth forth: (a) (i) its good faith calculation the number of shares of Company Common Stock held by each Company stockholder or, in the case of Persons with a Consideration Share Entitlement, the number of Consideration Shares to which such Person is entitled under the terms of the Exchange Share Consideration and the Exchange RatioPixel Labs Merger Agreement, (ii) the number of Company Shares held by each Company Equityholder, (iii) the number shares of Company Common Shares Stock subject to, the exercise price of and, if unvested, the vesting provisions of to each Company Option Award held by each holder thereof, and (iviii) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable exercise price thereof, (b) the portion of the Aggregate Merger Consideration allocated to each holder of Company Equity Plan Common Stock or Consideration Share Entitlement pursuant to Section 3.1(b), and any applicable grant or similar agreement (c) on a holder-by-holder basis and award-by-award basis, (i) each Acquiror Option that will be outstanding as of the Closing, and, with respect to such Acquiror Option, the number of shares of Acquiror Post-Merger Class B Common Stock issuable upon exercise of such Acquiror Option and the exercise price of such Acquiror Option, (ii) each Company OptionAdjusted Restricted Stock Award that will be outstanding as of the Closing and the number of shares of Acquiror Post-Merger Class B Common Stock subject to such Adjusted Restricted Stock Award, (iii) each Adjusted RSU that will be outstanding as of the Closing and the number of shares of Acquiror Post-Merger Class B Common Stock subject to such Adjusted RSU, in each case, including a reasonably detailed itemization of the components thereof. The Company will review any comments to the Allocation Schedule provided by Cascadia or any of its Representatives Acquiror and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything Acquiror to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicablecorrect inaccuracies.

Allocation Schedule. At least Section 1.12 of the Company Disclosure Schedule contains a schedule (the “Preliminary Allocation Schedule”) showing (i) the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than five (5) Business Days prior to the estimated Closing Date, the Company shall deliver to Cascadia an allocation Parent a schedule (the “Final Allocation Schedule”) setting forth (i) its good faith calculation in the same form as the Preliminary Allocation Schedule, updated for the anticipated Closing Date. An officer of the Exchange Share Consideration and the Exchange Ratio, (ii) the number of Company Shares held by each Company Equityholder, (iii) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents shall certify on behalf of the Company, and applicable Lawsnot in any personal capacity, and in that the case of Final Allocation Schedule correctly reflects the Company Optionscalculations and/or good faith estimates therein required to be made pursuant to this Agreement, is in accordance with the applicable liquidation preference of the Preferred Stock and each other requirement of the Governing Documents (including the certificate of incorporation of the Company), and the Company Equity Plan and any applicable grant or similar agreement with respect to each Company Option. The Company will review any comments to shall deliver the Final Allocation Schedule provided by Cascadia or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything together with such certification to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicableParent at Closing.

Allocation Schedule. At least (a) No later than five (5) Business Days days prior to the Closing, the Company shall prepare and submit to the Parent and Merger Sub a schedule (the “Allocation Schedule”) (subject to updating prior to the Closing as provided in Section 2.15(b)) of: (i) the Aggregate Phantom Option Payment, together with the Persons entitled to a portion of such payment and the amount allocated to each such Person; (ii) (A) the identity of each holder of shares of Company Common Stock and the number of shares of Company Common Stock owned by each such holder thereof immediately prior to the Effective Time, and (B) the identity of each holder of an Option or Warrant and the number of shares of Company Common Stock subject to such Option and Warrant immediately prior to the Effective Time, the exercise price and vesting schedule thereof, and the number of shares of Company Common Stock subject to each such Option and Warrant that will be exercisable as of immediately prior to the Effective Time; and (iii) the Company’s calculation of (A) the Pro Rata Share for each Securityholder; (B) the portion of the Aggregate Merger Consideration Closing Payment payable to each Securityholder; (C) the total indebtedness, if any, owed to the Company or any of its Subsidiaries by each Securityholder; and (D) any required Tax or other withholding with respect to each Securityholder; which Allocation Schedule, when accepted by the Parent (such acceptance not to be unreasonably withheld), shall be deemed to be the definitive calculation of the portion of the Aggregate Merger Consideration Closing Payment applicable to each Securityholder, the Aggregate Phantom Option Payment and the portion of the Aggregate Phantom Option Payment allocated to each holder of a Phantom Option. The Parent and the Surviving Corporation shall be entitled to rely on the Allocation Schedule in connection with the payment of the Aggregate Merger Consideration Closing Payment and the Aggregate Phantom Option Payment; provided, that, neither the Parent, nor Merger Sub, nor the Surviving Corporation shall be responsible for any inaccuracies in the Allocation Schedule. (b) Concurrently with the delivery of the Allocation Schedule to the Parent and Merger Sub, the Company also shall deliver to the Parent, in such detail as shall be reasonably acceptable to the Parent, all information on which the calculations set forth on the Allocation Schedule are based. If there are any changes between the date of delivery of the Allocation Schedule to the Parent and Merger Sub and the Closing Date, the Company shall deliver an updated Allocation Schedule to Cascadia an allocation schedule (the “Allocation Schedule”) Parent and Merger Sub setting forth (i) its good faith calculation of the Exchange Share Consideration changes and any details relating thereto. When delivered to the Exchange Ratio, (ii) Parent by the number of Company Shares held by each Company Equityholder, (iii) at the number of Company Common Shares subject toClosing, the exercise price of and, if unvested, Allocation Schedule shall be true and correct. (c) Any adjustments to the vesting provisions of each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Merger Consideration allocated to each Company Option pursuant to Section 2.512.3 hereof for any Working Capital Adjustment shall be paid to the Securityholders or the Parent, and the portion of the Exchange Share Consideration allocated to each Company Common Share as applicable, pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect 12.3. (d) Notwithstanding any provision to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation of the formulas (and the components thereof) set forth contrary contained in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents none of the CompanyParent, and applicable Laws, and the Surviving Corporation or any party hereto shall be liable for any amount paid to a public official in the case of the Company Options, in accordance compliance with the applicable Company Equity Plan and any applicable grant abandoned property, escheat or similar agreement with respect to each Company Option. The Company will review any comments to the Allocation Schedule provided by Cascadia or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicableLegal Requirement.

Allocation Schedule. At least five No later than three (53) Business Days prior to the Closing Date, the Company shall deliver to Cascadia RACA an allocation schedule (the “"Allocation Schedule”") setting forth (i) its good faith calculation of the Exchange Share Consideration and the Exchange Ratio, (iia) the number of Company Shares held by each Company EquityholderStockholder, (iii) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company WarrantEquity Award held by each holder thereof, (vii) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for as well as whether each Eligible such Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) Equity Award will be prepared in accordance with a Vested Company Equity Award or an Unvested Company Equity Award as of immediately prior to the applicable provisions of this AgreementEffective Time, the governing documents of the Companyand, and applicable Laws, and in the case of the Company Options, the exercise price thereof, (b) the number of RACA Shares that will be subject to each Rollover Option, the exercise price thereof at the Effective Time, as well as the exchange ratio on which such calculations are based (which shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to this clause (b)), (c) the portion of the Transaction Share Consideration allocated to each Company Stockholder, and (d) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a), (b) and (c) is, and will be as of immediately prior to the Effective Time, true and correct in all respects and in accordance with the applicable last sentence of this Section 2.3 and (ii) the Company Equity Plan has performed, or otherwise complied with, as applicable, its covenants and any applicable grant or similar agreement with respect to each Company Optionagreements set forth in Section 2.4(c). The Company will review any comments to the Allocation Schedule provided by Cascadia RACA or any of its Representatives and consider in good faith and incorporate any all reasonable comments timely proposed by Cascadia or any of its Representativeson the final Allocation Schedule. Notwithstanding the foregoing or anything to the contrary herein, (xA) the aggregate number of RACA Shares that each Company Stockholder will have a right to receive pursuant to Section 2.1(a)(vii) will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of Cascadia RACA Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares and Vested Company Equity Awards exceed the Equity Securities Transaction Share Consideration, (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Stockholders Agreement, the Company Equity Plan or any other Contract to which the Company is a party or bound (ortaking into account, for the avoidance of doubt, any actions taken by the Company Equityholderspursuant to Section 2.4(c)) exceed the Exchange Share Consideration and (yD) in no event shall the Cascadia Parties and the Exchange Agent number of RACA Shares that will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration subject to the Rollover Options corresponding to the Unvested Company Equityholders under this Agreement or under Options be in excess of a number of RACA Shares equal to 60,241,347 minus the Exchange Agent Agreement, as applicableTransaction Share Consideration.

Allocation Schedule. At The Company shall deliver to 7GC, at least five (5) Business Days prior to the Closing Date, the Company shall deliver to Cascadia an allocation a schedule (the “Allocation Schedule”) setting forth the allocation of the Aggregate Merger Consideration among the Pre-Closing Holders. The Company acknowledges and agrees that the Allocation Schedule (i) its good faith calculation is and will be in accordance with the Governing Documents of the Exchange Share Consideration Company, the Company Stockholder Agreements and the Exchange Ratioapplicable Law, (ii) does and will set forth (A) the number of Company Shares held by mailing addresses and email addresses, for each Company EquityholderPre-Closing Holder, (iiiB) the number and class of Equity Securities of the Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held owned by each holder thereofPre-Closing Holder as of immediately prior to the First Effective Time, and (ivC) the portion of the Exchange Share Aggregate Merger Consideration allocated to each Company Option Pre-Closing Holder (divided into 7GC New Class A Shares, 7GC New Class B Shares, the Earn Out Shares, and cash consideration payable in lieu of fractional shares pursuant to Section 2.5‎Section 2.2(f)), including with respect to Company Options assumed by 7GC pursuant to ‎Section 2.2(b), the number of 7GC New Class A Shares subject to, and the portion exercise price per 7GC New Class A Share of each 7GC Option, and (iii) is and will be accurate. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Exchange Share Aggregate Merger Consideration allocated on the Closing Date in accordance with the Allocation Schedule, 7GC and its Affiliates shall be deemed to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations have satisfied all obligations with respect to the components payment of consideration under this Agreement (including with respect to the Aggregate Merger Consideration), and subcomponents thereofnone of them shall have (i) any further obligations to the Company, any Pre-Closing Holder or any other Person with respect to the payment of any consideration under this Agreement (vincluding with respect to the Aggregate Merger Consideration), or (ii) any Liability with respect to the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation allocation of the formulas (consideration under this Agreement, and the components thereofCompany hereby irrevocably waives and releases 7GC and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Aggregate Merger Consideration among each Pre-Closing Holder as set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The such Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Option. The Company will review any comments to the Allocation Schedule provided by Cascadia or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicableSchedule.

Allocation Schedule. At least (a) No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to Cascadia SPAC (and SPAC shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Allocation Schedule”) setting forth forth: (i) its good faith calculation the number of Company Shares subject to the Exchange Share Consideration Company Convertible Debentures held by the holder thereof and the Exchange Ratio, conversion price thereof; (ii) the number of Company Shares held by each Company Equityholder, Shareholder (iii) the number of including Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion issued pursuant to conversion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(iConvertible Debentures), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Option held by each holder thereof and the exercise price per share thereof, the number of Company Shares subject to each Company RSU held by each holder thereof, and the number of Company Shares subject to each Company Warrant held by each holder thereof and the exercise price per share thereof; (iii) (A) the number of TopCo Common Shares that will be subject to each Rollover Warrant, Adjusted RSU and Rollover Option, which shall be determined in accordance with Section 2.2(k), Section 2.2(l), and Section 2.2(m), as applicable, and (viiB) with respect to each Rollover Warrant and Rollover Option, the exercise price thereof, which shall be determined in accordance with Section 2.2(k) and Section 2.2(m), as applicable; (iv) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Company Shareholder Transaction Consideration allocated to each holder of Company Shares, determined by multiplying the number of Company Shares for held by such Company Shareholder immediately prior to the Arrangement Effective Time by the Exchange Ratio; (v) the number of TopCo Class B Earnout Shares and TopCo Class C Earnout Shares allocated to each Eligible holder of Company Equityholder. The Allocation Schedule Shares, in each case determined by multiplying the number of Company Shares held by such Company Shareholder immediately prior to the Arrangement Effective Time by the Company Earnout Ratio; and (vi) a certification, duly executed by an authorized officer of the Company, that the information delivered pursuant to clauses (i), (ii), (iii), (iv), and the calculations (v) is, and determinations contained therein) will be prepared as of immediately prior to the Amalgamation or the Arrangement Effective Time, as applicable, true and correct in all respects and in accordance with the applicable provisions last sentence of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company OptionSection 2.4. The Company will review any comments to the Allocation Schedule provided by Cascadia SPAC or any of its Representatives and consider and incorporate in good faith and incorporate any reasonable comments timely proposed by Cascadia SPAC or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall (A) the aggregate number of Cascadia TopCo Common Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities equity securities of the Company (orassuming conversion of the Company Convertible Debentures) exceed the Company Shareholder Transaction Consideration and (B) the Allocation Schedule (or the calculations or determinations therein) breach, for as applicable, any applicable Law, the avoidance Governing Documents of doubtthe Company, the Company EquityholdersOmnibus Plan or any other Contract to which the Company is a party or bound. (b) exceed the Exchange Share Consideration and (y) the Cascadia Parties and SPAC, the Exchange Agent will and their respective Affiliates and Representatives shall be entitled to rely upon rely, without any independent investigation or inquiry, on the names, amounts, and other information set forth in the Allocation Schedule. None of SPAC, the Exchange Agent and their respective Affiliates or Representatives shall have any liability to any Company Shareholder or any of its Affiliates for relying on the Allocation Schedule. Except with SPAC’s written consent, the Allocation Schedule for purposes may not be modified after delivery to SPAC except pursuant to a written instruction from the Company, with certification from an authorized Representative of allocating the transaction consideration to the Company Equityholders under this Agreement or under that such modification is true and correct. SPAC, the Exchange Agent Agreementand their respective Affiliates and Representatives shall be entitled to rely, as applicablewithout any independent investigation or inquiry, on such modified Allocation Schedule.

Allocation Schedule. At least five (5a) Business Days prior to Attached hereto as Annex A is a schedule, prepared by the Closing DateCompany, executed by an authorized officer of the Company shall deliver to Cascadia an allocation schedule (the “Allocation Schedule”) setting forth the equity capitalization of the Company as of the date hereof, and as of the Closing Date, including, for each Company Equity Holder, (i) its good faith calculation the name and email address of the Exchange Share Consideration and the Exchange Ratiosuch holder, (ii) the number and class or series of Company Shares Common Stock, Preferred Stock and/or Options held by each Company Equityholdersuch holder (and in the case of an Option, the number of shares of Common Stock underlying the applicable Option, whether such Option is an Incentive Stock Option or a nonstatutory stock option, and the exercise price (or deemed exercise price) thereof), (iii) the number of Company Common Shares subject tohis, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereofher or its Applicable Percentage, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to Options and RSUs, the components vesting schedule and subcomponents thereof, expiration or termination dates thereof and (v) whether such holder is a Non-Accredited Investor, a Share-Only Holder, a Continuing Employee or Pro Rata Holder. (b) The Company will consider in good faith Parent’s comments to the exercise price Allocation Schedule after the date hereof, and if any adjustments are made to the Allocation Schedule by the Company at Parent’s request prior to the Closing, such adjusted Allocation Schedule shall thereafter become the Allocation Schedule for all purposes of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholderthis Agreement. The Allocation Schedule (and the calculations and determinations contained therein) will therein shall be prepared in accordance with the Company’s Organizational Documents, the DGCL and the applicable provisions of definitions contained in this Agreement. Each of Parent, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Option. The Company will review any comments to the Allocation Schedule provided by Cascadia or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties Borrower and the Exchange Agent will Merger Subs shall be entitled to rely (without any duty of inquiry) upon the Allocation Schedule, the Letter of Transmittal and the Accredited Investor Questionnaire, if applicable, that shall be required to be delivered by the applicable holders of Common Stock, Preferred Stock and Options as a condition to receipt of any portion of the Aggregate Consideration shall include a waiver of, among other things, any and all claims that the Allocation Schedule for purposes did not accurately reflect the terms of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicableCompany’s Organizational Documents.

Allocation Schedule. At least five The Company acknowledges and agrees that (5i) Business Days prior the Total Merger Consideration is being allocated among the Pre-Closing Holders pursuant to the schedule to be delivered to PTAC in connection with the Closing Date, the Company shall deliver Statement pursuant to Cascadia an allocation schedule Section 2.3(e) (the “Allocation Schedule”) setting forth and such allocation (i) its good faith calculation is and will be in accordance with the Governing Documents of the Exchange Share Consideration Company, the Company Shareholder Agreements and the Exchange Ratioapplicable Law, (ii) does and will set forth (A) the mailing addresses, telephone numbers and email addresses, for each Pre-Closing Holder, (B) the number and class of Equity Securities owned by each Pre-Closing Holder, (C) with respect to any Pre-Closing Holder that is a holder of Canceled Warrants, the aggregate exercise price payable for such Pre-Closing Holder with respect to such Canceled Warrants, (D) the portion of the Total Merger Consideration allocated to each Pre-Closing Holder (divided into the portion of the Aggregate Stock Consideration, and the Earn Out Shares and the Cash Funding Amount payable to such Pre-Closing Holder), (E) with respect to each Pre-Closing Holder of Company Options, the number of Company Shares held by each Company Equityholder, (iii) the number of Company PTAC Common Shares subject to, and the exercise price of andper PTAC Common Share of, if unvested, the vesting provisions of each Company Option held by each holder thereofPTAC Option, (ivF) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to each Pre-Closing Holder of a Company RSU award, the components number of PTAC Common Shares subject to the PTAC RSU award (G) with respect to each Pre-Closing Holder of Company Restricted Shares, the number of PTAC Common Shares subject to such Company Restricted Shares and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (viH) the number of Company Earn Out Shares subject to be issued to each Company Warrant, (vii) Pre-Closing Holder upon the calculation occurrence of the formulas (and the components thereof) each Triggering Event set forth in Section 2.6, and (viiiiii) is and will otherwise be accurate. Notwithstanding anything in this Agreement to the pro rata portion contrary, upon delivery, payment and issuance of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and Total Merger Consideration on the calculations and determinations contained therein) will be prepared Closing Date in accordance with the applicable provisions Allocation Schedule, PTAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Total Merger Consideration), and none of them shall have (i) any further obligations to the Company, any Pre-Closing Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Total Merger Consideration), or (ii) any Liability with respect to the allocation of the consideration under this Agreement, and the governing documents Company hereby irrevocably waives and releases PTAC and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the CompanyTotal Merger Consideration, and applicable Laws, and in as the case of the Company Optionsmay be, among each Pre-Closing Holder as set forth in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Optionsuch Allocation Schedule. The Company will review any comments to acknowledges and agrees that as of the date hereof certain Pre-Closing Holders have entered into Support Agreements, and following the date hereof, other Pre-Closing Holders may enter into additional Support Agreements (each, a “Supporting Pre-Closing Holder”), and the Company covenants and agrees that the Allocation Schedule provided by Cascadia or shall not contain any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything reductions to the contrary hereinApplicable Company Stock Percentage of any Supporting Pre-Closing Holder, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, all Supporting Pre-Closing Holders taken as applicablea whole.

Allocation Schedule. Attached hereto as Exhibit J is an Allocation Schedule, prepared by the Company for illustrative purposes, setting forth: (i) the name of each Company Equity Interest holder; (ii) the number and type of Company Equity Interests held by each such Company Equity Interest holder; (iii) the Fully Diluted Number as of the Execution Date, and the portion thereof attributable to each Company Equity Interest holder; and (iv) the amount of Equity Consideration attributable to each such Company Equity Interest holder’s Company Equity Interests in accordance with the Company LLCA and this Agreement. No later than ten Business Days prior to the Closing, the Company shall deliver to the Buyer an updated Allocation Schedule, prepared in conformance with the principles set forth in Exhibit J, which shall be updated to reflect: (A) the JDA Share Adjustment Amount as of the Closing Date; (B) the Interim Company Financing Cash; (C) the calculation of the Equity Consideration; and (D) the Fully Diluted Number as of the Closing Date; and thereby set forth the final allocation of the Equity Consideration among the holders of Company Equity Interests as of the Effective Time in accordance with the Company LLCA and this Agreement. Following the delivery thereof, the Company will provide the Buyer and their accountants and other Representatives with a reasonable opportunity to review the Allocation Schedule. At least five (5) two Business Days prior to the Closing Date, the Buyer may notify the Company shall deliver to Cascadia an allocation schedule (the “Allocation Schedule”) setting forth (i) its good faith calculation of the Exchange Share Consideration and the Exchange Ratio, (ii) the number of Company Shares held by each Company Equityholder, (iii) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations any comments or questions with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation of the formulas (Allocation Schedule and the components thereofCompany shall (x) set forth consider in Section 2.6good faith such comments or questions and (y) prepare and deliver an updated Allocation Schedule to the Company prior to the Closing Date reflecting any agreed upon changes resulting from such comments or questions. Notwithstanding the foregoing, (viii) the pro rata portion of Allocation Schedule ultimately delivered by the Earn Out Shares for each Eligible Company Equityholderto the Buyer in accordance with this Agreement shall control. The Company hereby acknowledges and agrees that the Buyer Parties may rely upon the Allocation Schedule, and in no event will the Buyer or any of its Affiliates (including the Surviving Company) have any liability to any Company Unitholder or other Person with respect to the Allocation Schedule (and the calculations and determinations contained therein) will be prepared delivered pursuant to this Agreement or on account of shares issued in accordance with the applicable provisions of this Agreement, the governing documents of the Company, and applicable Laws, and terms hereof as set forth in the case of the Company OptionsAllocation Schedule; provided, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Option. The Company will review any comments to the Allocation Schedule provided by Cascadia or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (orthat, for the avoidance of doubt, in no event shall the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon amounts set forth on the Allocation Schedule for purposes result in, or require the Buyer to issue a number of allocating ▇▇▇▇ Interests greater, in the transaction consideration to aggregate, than the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicableEquity Consideration.

Allocation Schedule. At least five No later than three (53) Business Days prior to the Closing Date, the Company shall deliver to Cascadia Parent an allocation schedule (the “Allocation Schedule”) setting forth (i) its good faith calculation of the Exchange Share Consideration and the Exchange Ratio, (iia) the number of Company Shares held by each Company EquityholderStockholder, including (iiiwithout duplication) each Company Stockholder who holds Company Shares subject to a Company Restricted Stock Award, the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of to each Company Option held by each holder thereof, as well as whether each such Company Option will be a Vested Company Option or an Unvested Company Option as of immediately prior to the Effective Time, and, in the case of the Company Options the exercise price thereof, (ivb) the number of Parent Shares that will be subject to each Rollover Option, the exercise price thereof at the Effective Time, as well as the exchange ratio on which such calculations are based (which shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to this clause (b)), (c) the portion of the Exchange Transaction Share Consideration allocated to each Company Option Stockholder and (d) a certification, duly executed by an authorized officer of the Company, that the information delivered pursuant to clauses (a), (b) and (c) of this Section 2.52.4 are, and the portion will be as of the Exchange Share Consideration allocated immediately prior to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation of the formulas (true and the components thereof) set forth correct in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (all respects and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions last sentence of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company OptionSection 2.4. The Company will review any comments to the Allocation Schedule provided by Cascadia Parent or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia Parent or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (xA) the aggregate number of Parent Shares that each Company Stockholder, including (without duplication) each holder of a Rollover Restricted Stock Award, will have a right to receive pursuant to Section 2.1(h) will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of Cascadia Parent Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Company Shares subject to Company Restricted Stock Awards) and Rollover Options exceed the Equity Securities Transaction Share Consideration, (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Stockholders Agreement, the Company Equity Plan or any other Contract to which the Company is a party or bound (ortaking into account, for the avoidance of doubt, any actions taken by the Company Equityholders) exceed pursuant to Section 2.5(c)). Notwithstanding anything else herein, no fractional Parent Shares shall be issued pursuant to this Agreement (with the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled intended effect that any Parent Shares issuable to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders a Person under this Agreement or under shall be aggregated and then rounded to the Exchange Agent Agreement, as applicablenearest whole number).

Allocation Schedule. At least five (5a) Business Days prior to the Closing DateThe Allocation Schedule sets forth, the Company shall deliver to Cascadia an allocation schedule (the “Allocation Schedule”) setting forth without limitation, (i) its good faith calculation the name, address and email address of the Exchange Share Consideration and the Exchange Ratioeach Equityholder, (ii) the number of Company Shares and Company Options held by each Company Equityholder, Equityholder (iii) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Vested Option and Unvested Option (the “Exercise Price”), (iv) the vesting schedule of each Unvested Option, (v) the amount of cash payable to each such Equityholder (prior to applicable withholding) at the Effective TimeClosing, (vi) the number Pro Rata Share of Company Shares subject each Equityholder including with respect to each Company WarrantOptionholder, the Pro Rata Share attributable to such Optionholder’s Vested Options and Unvested Options and (vii) the calculation deductions applicable to such Equityholder with respect to the Adjustment Holdback Amount, the Expense Fund and the Retained Closing Amount. (b) Each of the formulas parties hereby acknowledges and agrees (i) with the allocations and the components thereof) calculation set forth in Section 2.6the Allocation Schedule, (viiiii) that the pro rata portion preparation and accuracy of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and the allocation and calculations set forth therein (including any updates made pursuant to Section 2.3(c) below are the responsibility of the Sellers, and determinations contained therein(iii) will that Purchaser and, Company, the Paying Agent and the Section 102 Trustee shall be prepared entitled to rely thereon without independent verification, and to make payments in accordance with therewith, without any obligation to investigate or verify the applicable provisions of this Agreement, the governing documents of accuracy or correctness thereof. Neither Purchaser nor the Company, and applicable LawsPaying Agent or the Section 102 Trustee shall have any liability to any Seller, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and Optionholder or any applicable grant or similar agreement other Person with respect to each Company Option. The Company will review any comments claim that the amounts payable pursuant to the Allocation Schedule provided by Cascadia are incomplete or inaccurate or that such Person was entitled to receive payment of any other amount (subject to actual payment of its Representatives and consider the amounts specified in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, this Agreement. (xc) in no event shall the aggregate number of Cascadia Shares set forth on It is understood that the Allocation Schedule that are allocated in respect is subject to change to give effect to (i) preferences of the Equity Securities holders of preferred shares of the Company immediately prior to the Closing and (or, for ii) Unvested Options which have become Deemed Vested Options under this Agreement. Following each distribution of cash made under this Agreement by Purchaser to the avoidance of doubtPaying Agent, the Company EquityholdersSellers’ Representative will provide to the Paying Agent an updated Allocation Schedule (after providing the Purchaser reasonable opportunity to review and comment on such update) exceed on the Exchange Share Consideration and (y) basis of which the Cascadia Parties and cash distributed to the Exchange Paying Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration distributed to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicableEquityholders.

Allocation Schedule. At least (a) No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to Cascadia Acquiror (and Acquiror shall thereafter deliver to the Exchange Agent) an allocation schedule (including the Earnout Shares) (the “Allocation Schedule”) setting forth (i) its good faith calculation the number of shares of Company Common Stock (including Company Restricted Stock) held by each Company Stockholder after giving effect to the Exchange Share Consideration Company SAFE Conversions and the Exchange Rationumber of shares of Company Common Stock subject to each Company Option held by each holder thereof and the exercise price thereof and each Exchanged Company Restricted Stock, (ii) the number of shares of Acquiror Common Stock that will be subject to each Exchanged Company Shares held by Option and the exercise price thereof at the First Effective Time, in each Company Equityholdercase as determined under Section 2.08(a) and 2.08(b), (iii) the portion of the Merger Consideration (including the Earnout Shares) allocated to each Company Stockholder, determined by multiplying the number of shares of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option Stock held by each holder thereofsuch Company Stockholder immediately prior to the First Effective Time by the Per Share Consideration, (iv) the portion of the Exchange Share Merger Consideration (including the Earnout Shares) allocated to each Company Option pursuant Stockholder, determined by multiplying the number of shares of Company Common Stock (or equivalents thereof) held by such Company Stockholder immediately prior to Section 2.5the First Effective Time by the Per Share Consideration, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (v) a certification, duly executed by an authorized officer of the exercise price Company, that the information delivered in the Allocation Schedule is and, as of each Rollover Option at immediately prior to the First Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared true and correct in all respects and in accordance with the applicable provisions last sentence of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company OptionSection 2.06. The Company will review any comments to the Allocation Schedule provided by Cascadia Acquiror or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia Acquiror or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) the aggregate number of shares of Acquiror Common Stock that each Company Stockholder will have a right to receive pursuant to the Allocation Schedule as of the First Effective Time will be rounded down to the nearest whole share, (y) in no event shall the aggregate number of Cascadia Shares shares of Acquiror Common Stock set forth on the Allocation Schedule that are allocated in respect of Company Common Stock and Company Options or that are issuable hereunder as of the Equity Securities Closing Date exceed the Merger Consideration (including the Earnout Shares) and (z) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Company Organizational Documents, the Company Stock Plan or any other Contract to which the Company is a party or bound. (b) Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall be entitled to rely, without any independent investigation or inquiry, on the names, amounts and other information set forth in the Allocation Schedule. None of Acquiror, the Exchange Agent nor their respective Affiliates or Representatives shall have any Liability to any Company Stockholder or any of its Affiliates for relying on the Allocation Schedule. Except with Acquiror’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Allocation Schedule may not be modified after delivery to Acquiror except pursuant to a written instruction from the Company, with certification from an authorized representative of the Company (orthat such modification is true and correct. Acquiror, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will and their respective Affiliates and Representatives shall be entitled to rely upon the rely, without any independent investigation or inquiry, on such modified Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicableSchedule.

Allocation Schedule. At least five (5) Attached hereto as Exhibit A is the current draft of the Allocation Schedule based on currently available information. One Business Days Day prior to the Closing DateClosing, the Company shall deliver to Cascadia Parent an allocation schedule (the “updated Allocation Schedule”, which Allocation Schedule shall be updated to reflect (a) setting forth the final number of shares under the heading “At-Risk Shares” and (ib) its good faith calculation the final number of shares of Parent Common Stock to be issued at Closing, the Exchange Share Consideration final number of Time-Based Shares and the Exchange Ratio, (ii) the final number of Company Market-Based Shares held by each Company Equityholder, (iii) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, the related allocations thereof), which numbers and related allocations shall be adjusted to reflect (i) the final number of shares under the heading “At-Risk Shares”, (ii) certain expenses incurred by the Company in connection with the transactions contemplated hereby, (iii) any adjustment pursuant to Section 2.7(f) and (iv) any Rightsholders or Non-Continuing Rightsholder ceasing to be eligible to receive Payments hereunder pursuant to the terms of the Company Rights Plan and/or the At-Risk Plan between the date hereof and the Closing. Subsequent to the Closing, if Seller or one or more Rightsholders forfeit shares of Parent Common Stock pursuant to the terms hereof, in the case of Seller, or of such Rightsholders’ Restricted Stock Award Agreement, in the case of such Rightsholder, then the Representative shall as soon as reasonably detailed calculations practicable prepare a revised Allocation Schedule reflecting the forfeited shares of Parent Common Stock as well as revised Indemnification Percentages (if applicable). The Company represents, warrants and agrees that (i) the Allocation Schedule, as updated in accordance with this Section 2.6(h), complies with (and will comply with) and does not (and will not) violate any provision of the Company Charter Documents, the Company Rights Plan, the At-Risk Plan or any other agreement, arrangement or understanding to which the Company and any holder or holders of capital stock, other securities of the Company, Rights or Enhanced Benefits are parties, in each case as in effect as of the Closing Date, and (ii) the Allocation Schedule will be used by Parent and the Representative for all purposes of determining the amounts to which any holder of capital stock, other securities of the Company, Rights, or Enhanced Benefits is entitled with respect to the components Payments and subcomponents thereof, (v) the exercise price each of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation of the formulas (Parent and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Option. The Company will review any comments to the Allocation Schedule provided by Cascadia or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event Representative shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon assume the accuracy of such Allocation Schedule for purposes of allocating at and after the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicableClosing.

Allocation Schedule. At least (a) No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to Cascadia SPAC (and SPAC shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Allocation Schedule”) setting forth forth: (i) its good faith calculation of the Exchange Share Consideration and the Exchange Ratio, (ii) the number of Company Shares held by each Company EquityholderShareholder, (iii) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of to each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, thereof and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Timethereof, (vi) the number of Company Shares subject to each Company WarrantRSU held by each holder thereof, and the number of Company Shares subject to each Company Warrant held by each holder thereof; (ii) (A) the number of TopCo Common Shares that will be subject to each Rollover Option and Rollover RSU, which shall be determined in accordance with Section 2.3(d), and (B) with respect to Rollover Options, the exercise price thereof at the Share Exchange Effective Time, which shall be determined in accordance with Section 2.3(d); (iii) the portion of the Company Shareholder Transaction Consideration allocated to each holder of Company Shares, determined by multiplying the number of Company Shares held by such Company Shareholder immediately prior to the Share Exchange Effective Time by the Exchange Ratio; (iv) the number of TopCo Class A Earnout Shares and TopCo Class B Earnout Shares allocated to each holder of Company Shares, including the Company Bonus Shares, in each case determined by multiplying the number of Company Common Shares held by such Company Shareholder immediately prior to the Share Exchange Effective Time by the Company Earnout Ratio; (v) the number of TopCo Common Shares to be issued in satisfaction of the ANF Purchase Consideration Shares and the Convertible Loan PIK Interest Shares; (vi) (A) the number of Assumed Warrants that will be outstanding as of the consummation of the Share Exchange, and with respect to such Assumed Warrants, the number of TopCo Common Shares issuable upon exercise of such Assumed Warrants and the exercise price of such Assumed Warrants, in each case calculated in accordance with Section 2.3(c) and (B) the number of TopCo Class A Earnout Shares and TopCo Class B Earnout Shares to be allocated to each holder of Assumed Warrants upon exercise of such Assumed Warrants in accordance with Section 2.8, in each case determined by multiplying the number of Company Common Shares subject to the relevant Company Warrant immediately prior to the Share Exchange Effective Time by the Company Earnout Ratio; and (vii) the calculation a certification, duly executed by an authorized officer of the formulas Company, that the information delivered pursuant to clauses (and the components thereof) set forth in Section 2.6i), (viiiii), (iii), (iv), (v) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule and (vi) is, and the calculations and determinations contained therein) will be prepared as of immediately prior to the Share Exchange or the Share Exchange Effective Time, as applicable, true and correct in all respects and in accordance with the applicable provisions last sentence of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company OptionSection 2.5. The Company will review any comments to the Allocation Schedule provided by Cascadia SPAC or any of its Representatives and consider and incorporate in good faith and incorporate any reasonable comments timely proposed by Cascadia SPAC or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall (1) the aggregate number of Cascadia TopCo Common Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities equity securities of the Company (orassuming exercise of the Company In-The-Money Vested Options and the Company In-The-Money Warrants on a cashless basis) exceed the Company Shareholder Transaction Consideration and (2) the Allocation Schedule (or the calculations or determinations therein) breach, for as applicable, any applicable Law, the avoidance Governing Documents of doubtthe Company, the Company EquityholdersOption Plan, the Company RSU Plan or any other Contract to which the Company is a party or bound. (b) exceed the Exchange Share Consideration and (y) the Cascadia Parties and SPAC, the Exchange Agent will and their respective Affiliates and Representatives shall be entitled to rely upon rely, without any independent investigation or inquiry, on the names, amounts, and other information set forth in the Allocation Schedule. None of SPAC, the Exchange Agent and their respective Affiliates or Representatives shall have any liability to any Company Shareholder or any of its Affiliates for relying on the Allocation Schedule. Except with SPAC’s written consent, the Allocation Schedule for purposes may not be modified after delivery to SPAC except pursuant to a written instruction from the Company, with certification from an authorized Representative of allocating the transaction consideration to the Company Equityholders under this Agreement or under that such modification is true and correct. SPAC, the Exchange Agent Agreementand their respective Affiliates and Representatives shall be entitled to rely, as applicablewithout any independent investigation or inquiry, on such modified Allocation Schedule.

Allocation Schedule. At least five No later than three (53) Business Days prior to the Closing Date, the Company shall deliver to Cascadia an allocation Parent a schedule to be attached hereto as Schedule I (the “Allocation Schedule”) setting forth the Company’s good faith estimates of, with respect to each Seller (i) its good faith calculation the number of shares of Common Stock, Preferred Stock, and In-the-Money Options held by such Seller, together with the Exchange Share Consideration certificate number(s) for the Certificates representing such shares of Common Stock or Preferred Stock, and the Exchange Ratio, such Seller’s address of record; (ii) the number portion (expressed as a dollar amount and as a percentage) of the Aggregate Initial Merger Consideration and Option Payment, as applicable, payable to such Seller at the Closing pursuant to this Agreement in respect of such Seller’s Company Shares held by each Company Equityholder, Capital Stock or In-the-Money Stock Options; (iii) such Seller’s portion (expressed as a dollar amount and as a percentage) of the number of Company Common Shares subject to, Purchase Price Adjustment Escrow Amount to be disbursed to the exercise price of and, if unvested, Escrow Agent at the vesting provisions of each Company Option held by each holder thereof, Closing; (iv) the such Seller’s portion (expressed as a dollar amount and as a percentage of the Exchange Share Consideration allocated Expense Reserve Account to each be disbursed to the Stockholder Representative at the Closing; (v) such Seller’s Pro Rata Share; and (vi) correct and complete wire or other payment instructions of the Company, the Stockholder Representative, and any third parties to which unpaid Transaction Expenses are payable by the Company. The Parties hereby agree that the Allocation Schedule shall govern the allocation among the Sellers of any payments to or from the Sellers that are contemplated by this Agreement. The Company Option and the Sellers hereby agree that the Allocation Schedule shall be prepared pursuant to Section 2.5and in accordance with the requirements of and priorities set forth in the Company Charter, the by-laws of the Company and the portion Stockholders Agreements (each as in effect on the date of this Agreement and at the Exchange Share Consideration allocated Closing). Parent shall be entitled to each Company Common Share pursuant to Section 2.1(i)rely, as well aswithout inquiry and without any liability whatsoever, in each case, reasonably detailed calculations solely on the Allocation Schedule with respect to the components amounts allocated and subcomponents thereof, (v) payable to the exercise price Sellers pursuant thereto. The parties further agree that the Stockholder Representative shall be required to update the Allocation Schedule from time to time to reflect the allocation of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject any payment to each Company Warrant, (vii) the calculation of the formulas (Sellers and to promptly furnish any such update to Parent and the components thereof) set forth in Section 2.6Paying Agent. Once the Paying Agent and, (viii) to the pro rata portion of extent required, the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and Surviving Corporation have made all payments required to be made hereunder to the calculations and determinations contained therein) will be prepared Sellers or the Stockholder Representative on their behalf in accordance with the Allocation Schedule, such payments shall constitute a complete discharge of the applicable provisions payment obligations of this AgreementParent and Acquisition Corp. hereunder to the Sellers. The Company and the Stockholder Representative, on behalf of the Sellers, agree that neither Parent, Acquisition Corp., the governing documents Surviving Corporation nor any of the Companytheir respective Affiliates shall be liable for any Losses to any Person, and applicable Lawsincluding any Seller, and in connection with any inaccuracy, error, or omission in the case Allocation Schedule, including any failure of the Company Options, in accordance with or the applicable Company Equity Plan and Stockholder Representative to correctly calculate the amounts owing to a Seller or to correctly distribute to any applicable grant Seller the amounts of any payments made by (or similar agreement with respect on behalf of) Parent to each Company Option. The Company will review any comments to or for the Allocation Schedule provided by Cascadia or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect benefit of the Equity Securities of the Company (or, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicableSellers.

Allocation Schedule. At The Company acknowledges and agrees that the Exchange Consideration is being allocated among the Sellers pursuant to the schedule set forth on Schedule 2.01(b)(vii) (the “Company Allocation Schedule”). The Company Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to SPAC at least five three (53) Business Days prior to the anticipated Closing Date. In each case, the Company shall deliver to Cascadia an agrees that the allocation schedule (among the “Allocation Schedule”) setting forth (i) its good faith calculation Sellers shown thereof is and will be in accordance with the Governing Documents of the Exchange Share Consideration Company and applicable Law. In addition, the Exchange RatioCompany Allocation Schedule (A) will set forth as of the date at least three (3) Business Days prior to the anticipated Closing Date (1) the mailing addresses for each Seller, (ii2) the number of Company Shares held (giving effect to the Company Convertible Instrument Conversion and the Pre-Closing Reorganization), and/or the number of Company Warrants and/or amount of Company Convertible Securities owned by each Company EquityholderSeller, (iii3) the number of Company shares of PubCo Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration Stock allocated to each Company Option pursuant shareholder, and (4) with respect to Section 2.5each Seller holding Company Warrants, the number of shares of PubCo Common Stock subject to, and the portion exercise price per share of PubCo Common Stock of, each Replacement Warrant, the Exchange Share Consideration allocated number of shares of PubCo Common Stock subject to each such Replacement Warrant, (B) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). PubCo shall be entitled to conclusively rely on the Company Common Share pursuant Allocation Schedule (as updated prior to Section 2.1(ithe Closing Date), as well as, in each case, reasonably detailed calculations and neither PubCo nor its Affiliates shall have any Liability with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation allocation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of Exchange Consideration among the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Option. The Company will review any comments to the Allocation Schedule provided by Cascadia or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicableshareholders.

Allocation Schedule. At least (a) No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to Cascadia FEAC and Newco (and Newco shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Allocation Schedule”) setting forth (i) its good faith calculation of the Exchange Share Consideration and the Exchange Ratio, (ii) the number of Company Shares held by each Company EquityholderShareholder, (iii) the number of Company Common Shares subject tothat will be issued to the holders of the Company Convertible Notes as set out in the Plan of Arrangement, the exercise price number of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, Warrants and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company WarrantEquity Award held by each holder thereof and, in the case of each Company Option, the exercise price thereof, (viiii) (x) the calculation number of the formulas (and the components thereof) set forth in Section 2.6Newco Shares that will be issued to each Company Shareholder, (viiiy) the pro rata number of Newco Shares that will be subject to each Rollover Equity Award, which shall be determined by multiplying the number of Company Shares subject to the corresponding Rollover Equity Award immediately prior to the Closing by the Company Exchange Ratio and rounding the resulting number down to the nearest whole number of Newco Shares, and (z) the number of Newco Warrants that will be issued to each Company Warrant Holder, (iii) the portion of the Earn Out Shares for Exchange Consideration allocated to each Eligible Company Equityholder. The Allocation Schedule Shareholder, Company Equity Award holder and Company Warrant Holder, and (and the calculations and determinations contained thereiniv) will be prepared in accordance with the applicable provisions of this Agreementa certification, the governing documents duly executed by an authorized officer of the Company, and applicable Lawsthat the information delivered pursuant to clauses (i), (ii), and (iii) is, and will be as of immediately prior to the Closing, true and correct in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Optionall respects. The Company will review any comments to the Allocation Schedule provided by Cascadia FEAC or any of its Representatives and consider and incorporate in good faith and incorporate any reasonable comments timely proposed by Cascadia FEAC or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (xA) the aggregate number of Newco Shares that each Company Shareholder will have a right to receive pursuant to the Plan of Arrangement will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of Cascadia Newco Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares, the aggregate number of Rollover Equity Securities Awards that are allocated in respect of the aggregate number of Company Equity Awards, and the Newco Warrants that are allocated in respect of the aggregate number of Company Warrants, in aggregate exceed the portion of the Exchange Consideration issuable in respect of such Company Shares, Company Equity Awards and Company Warrants pursuant to the Plan of Arrangement, and (orC) the Allocation Schedule (and the calculations or determinations therein) shall be prepared in accordance with any applicable Law, for the avoidance Governing Documents of doubtthe Company, the Company EquityholdersShareholders Agreements, the Company Equity Plan and any other Contract to which the Company is a party or bound to the extent applicable thereto. (b) exceed No later than five (5) Business Days prior to the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration Closing Date, FEAC shall deliver to the Company Equityholders under this Agreement and Newco a statement setting forth (i) the number of FEAC Class A Shares expected to be outstanding after giving effect to the Class B Conversion and the FEAC Shareholder Redemptions, (ii) the amount of the Unpaid FEAC Expenses and Unpaid FEAC Liabilities, (iii) the amount expected to remain in Trust Account after giving effect to the FEAC Shareholder Redemptions, (iv) the Aggregate Transaction Proceeds, and (v) a certification, duly executed by an authorized officer of FEAC, that the information delivered pursuant to clauses (i), (ii), (iii) and (iv) is, and will be as of immediately prior to the Closing Date, true and correct in all respects. FEAC will review any comments to the statement provided by the Company or under any of its Representatives and consider and incorporate in good faith any reasonable comments proposed by the Exchange Agent Agreement, as applicableCompany or any of its Representatives.

Allocation Schedule. At least five (5a) The Company shall prepare and deliver to Parent, in accordance with Section 5.10, to be appended as Exhibit C attached hereto, a preliminary summary of the allocation of proceeds to the Company Equityholders contemplated by Section 2.6, including (i) the Per Share Merger Consideration applicable to each class of Company Capital Stock and the Per Option Cancellation Payments, (ii) the amount of the Payment Fund, the Option Cancellation Payment and the Dissenting Share Amount (if any), (iii) by Company Equityholder, the amount to be distributed to each such Company Equityholder equal to the aggregate Per Share Merger Consideration and (listed out separately) the aggregate Per Option Cancellation Payments, and (iv) by Company Equityholder, such Company Equityholder’s Pro Rata Share. The Company shall, not later than three (3) Business Days prior to the Closing, amend Exhibit C, subject to Parent’s reasonable approval, to reflect the final allocation of proceeds to be paid at the Closing Date, to the Company shall deliver Equityholders based on the total number shares of Company Capital Stock and Options outstanding immediately prior to Cascadia an allocation schedule the Effective Time and the Estimated Merger Consideration as set forth in the Estimated Closing Date Statement (as amended, the “Allocation Schedule”) setting forth (i) its good faith calculation of the Exchange Share Consideration and the Exchange Ratio, (ii) the number of Company Shares held by each Company Equityholder, (iii) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Company shall prepare the Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents Certificate of Incorporation, the Bylaws and any other applicable Organizational Documents of the Company. (b) With respect to: (i) each Eligible Company Stockholder, the Per Share Merger Consideration and applicable LawsAdditional Per Share Merger Consideration (if any) to be received by such Eligible Company Stockholder under this Agreement shall, at the time of and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each payment, be aggregated for all shares of Company Option. The Capital Stock held by such Eligible Company will review Stockholder, and, following such aggregation, any comments fractional cents shall be rounded to the Allocation Schedule provided by Cascadia nearest whole cent; and (ii) any Eligible Optionholder, his, her or its Per Option Cancellation Payment or any of his, her or its Representatives Additional Per Option Cancellation Payments shall, at the time of and consider in good faith and incorporate with respect to each payment, be aggregated for all Options held by such Eligible Optionholder, and, following such aggregation, any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything fractional cents shall be rounded to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicablenearest whole cent.

Allocation Schedule. (a) At least thirty (30) Business Days prior to the Closing Date, the Company shall deliver to Plum a draft allocation schedule (the “Draft Allocation Schedule”) setting forth as of the First Effective Time: (i) the number of shares of Company Capital Stock held by the Company Shareholders (including Company Common Stock resulting from the conversion of the Company Preferred Stock and other convertible Equity Securities of the Company (other than Company Common Stock) after giving effect to such conversions) immediately prior to the First Effective Time; (ii) the number of shares of Company Common Stock subject to Company Warrants held by the Company Warrantholders immediately prior to the First Effective Time, and the aggregate exercise price applicable to such Company Warrants; (iii) the number of shares of Company Common Stock subject to Company Options held by the Company Optionholders immediately prior to the First Effective Time, the exercise price of each such Company Options, and vesting arrangements with respect to each such Company Option (including the vesting schedule, vesting status and the vesting commencement date); (iv) the number of shares of Company Common Stock subject to Company Convertible Notes held by the Company Convertible Noteholders immediately prior to the First Effective Time; (v) the Aggregate Exercise Price; (vi) the Fully Diluted Company Capitalization; (vii) (A) the Exchange Ratio and (B) the portion of the Transaction Consideration (specifying the number of New Plum Common Shares) allocated to each share of Company Common Stock pursuant to Section 2.01(a) (after giving effect to the conversion of the Company Preferred Stock and Equity Securities of the Company (other than Company Capital Stock into Company Common Stock)) based on the Exchange Ratio, including reasonably detailed calculations with respect to the components and subcomponents thereof (including any exchange (or similar) ratio on which such calculations are based); (viii) for each Company Securityholder, its Pro Rata Share; (ix) for each Converted Stock Option, the exercise price therefore, the number of New Plum Common Shares subject to such Converted Stock Option and the extent to which such Converted Stock Option is vested or unvested; and (x) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (i) through (viii) of this Section 3.03(a) are, and, as of immediately prior to the First Effective Time, will be (A) true and correct in all respects and (B) prepared in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company, the Company Shareholder Agreements, and applicable Laws. The Company will review any reasonable comments to the Draft Allocation Schedule provided by Plum or any of its Representatives that are consistent with this Agreement and, based on the Company’s good faith assessment, are warranted or appropriate, incorporate any reasonable comments proposed by Plum or any of its Representatives and, not less than five (5) Business Days prior to the Closing Date, the Company shall deliver to Cascadia an Plum the final allocation schedule (the “Allocation Schedule”) setting forth as of the First Effective Time the information and calculations required pursuant to clauses (i) its good faith calculation of the Exchange Share Consideration and the Exchange Ratio, (ii) the number of Company Shares held by each Company Equityholder, (iii) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation of the formulas (and the components thereof) set forth in Section 2.6, through (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Option. The Company will review any comments to the Allocation Schedule provided by Cascadia or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Section 3.03(a). (b) Notwithstanding the foregoing or anything to the contrary herein, (xi) the aggregate number of New Plum Common Shares that each Company Securityholder will have a right to receive under this Agreement will be rounded down to the nearest whole share, (ii) in no event shall the aggregate number of Cascadia New Plum Common Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, for the avoidance of doubt, the Company Equityholders) Securityholders), exceed the Exchange Share Consideration and Transaction Consideration, (yiii) Plum, the Cascadia Parties Surviving Entity and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration Transaction Consideration to the Company Equityholders Securityholder under this Agreement or under and (iv) upon delivery, payment and issuance of the Transaction Consideration on the Closing Date to the Exchange Agent Agent, Plum and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Transaction Consideration), and none of them shall have (A) any further obligations to the Company or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Transaction Consideration), or (B) any Liability with respect to the allocation of the consideration under this Agreement, and the Company and the Company Securityholder hereby irrevocably waive and release Plum and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from any and all claims arising out of or resulting from or related to such Allocation Schedule and the allocation of the Transaction Consideration, as applicablethe case may be, among each Company Securityholder as set forth in such Allocation Schedule.

Allocation Schedule. (a) At least five (5) Business Days prior to the Closing Date, the Company SPAC shall deliver to Cascadia the Company an allocation schedule (the “SPAC Allocation Schedule”) setting forth (i) its good faith calculation the number of the Exchange Share Consideration SPAC Class A Shares, SPAC Class B Shares and the Exchange RatioSPAC Warrants held by each holder, (ii) the number of Company Shares held by each Company Equityholdersuch holder’s name and address, and (iii) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion allocation of the Exchange Share SPAC Merger Consideration allocated to each Company Option pursuant to Section 2.5among the holders of SPAC Class A Shares, SPAC Class B Shares and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company EquityholderSPAC Warrants. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Option. The Company SPAC will review any comments to the SPAC Allocation Schedule provided by Cascadia the Company or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia the Company or any of its Representatives. . (b) Notwithstanding the foregoing or anything to the contrary herein, (xi) in no event shall the aggregate number of Cascadia NewPubco Ordinary Shares set forth on the Allocation Schedule that are allocated each SPAC Shareholder will have a right to receive (or NewPubco Warrants to be issued to each SPAC Shareholder in respect of the any other Equity Securities of SPAC prior to the Closing) under this Agreement will be rounded to the nearest whole share, and (ii) NewPubco and the Company (or, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the SPAC Allocation Schedule for purposes of allocating NewPubco Ordinary Shares to the transaction consideration SPAC Shareholders and the conversion of the SPAC Warrants into the Assumed SPAC Warrants pursuant to Section 2.6. (c) At least five (5) Business Days prior to the Closing Date, Company shall deliver to SPAC an allocation schedule (the “Company Allocation Schedule”) setting forth (i) the number of Company Ordinary Shares, Company Options and Company RSUs held by each holder, (ii) such holder’s name and address, (iii) the allocation of the Company Exchange Consideration among the holders of Company Ordinary Shares, and (iv) the number of shares of NewPubco Ordinary Shares that will be subject to each Assumed Company Option and Assumed Company RSU, which shall be determined in accordance with Section 2.2(a)(ii) and Section 2.2(a)(iii). The Company will review any comments to the Company Equityholders Allocation Schedule provided by SPAC or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by SPAC or any of its Representatives. (d) Notwithstanding the foregoing or anything to the contrary herein, (i) the aggregate number of NewPubco Ordinary Shares that each Company Shareholder will have a right to receive under this Agreement or under will be rounded to the Exchange Agent Agreementnearest whole share, as applicableand (ii) NewPubco and SPAC will be entitled to rely upon the Company Allocation Schedule for purposes of allocating NewPubco Ordinary Shares to the Company Shareholders and the conversion of the Company Options and Company RSUs into the Assumed Company Option and Assumed Company RSUs, pursuant to Section 2.2(a).

Allocation Schedule. At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Cascadia DAAQ an allocation schedule (the “Allocation Schedule”) setting forth (i) its good faith calculation of the Exchange Share Consideration Equity Value (including the Company’s good faith calculation of the Company’s Indebtedness and unrestricted cash, in each case, as of the Exchange RatioClosing Date), (ii) its good faith calculation of the Merger Consideration, the Aggregate Class A Preference Amount, the Per Share Participating Equity Value, the Per Class B Share Stock Consideration, and the Per Class A Share Stock Consideration, (iii) the number and class of Company Shares held by each Company EquityholderShareholder, (iiiiv) the number, type (e.g., Company Option or Company Compensatory Warrant), exercise or strike price, expiration date, Applicable Post-Closing Exercise Period, Applicable Post-Closing Award Price and Applicable Post-Closing Award Number of Company Equity Awards held by each Company Shareholder, (v) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option Coverage Warrants held by each holder thereofCompany Shareholder, (ivvi) the Applicable Post-Closing Coverage Warrant Price and Applicable Post-Closing Coverage Warrant Number for each Company Coverage Warrant, the portion of the Exchange Share Merger Consideration allocated to each Company Option Equity Award and each Company Coverage Warrant pursuant to Section 2.53.3 and Section 3.4, respectively, and the portion of the Exchange Per Class A Share Stock Consideration or Per Class B Share Stock Consideration, as applicable, allocated to each Company Common Share pursuant to Section 2.1(i)3.2, as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (vvii) a certification, duly executed by an authorized officer of the exercise price Company, that, to his or her knowledge and solely in his or her capacity as an officer of each Rollover Option at the Company (and without any personal liability), the information and calculations delivered pursuant to clauses (i) through (vi) are, and will be as of immediately prior to the Effective Time, (viA) the number of Company Shares subject to each Company Warrant, true and correct in all respects and (viiB) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents Governing Documents of the Company, and applicable LawsLaws and, and in the case of the Company OptionsEquity Awards, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company OptionEquity Award. The Company will review any comments to the Allocation Schedule provided by Cascadia DAAQ or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia DAAQ or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Cascadia PubCo Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, for the avoidance of doubt, the Company EquityholdersShareholders) exceed the Exchange Share Merger Consideration and (y) the Cascadia Parties DAAQ and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders Shareholders under this Agreement or under the Exchange Agent Agreement, as applicable.

Allocation Schedule. At least (a) No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to Cascadia SOAC (and SOAC shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Allocation Schedule”) setting forth (i) its good faith calculation of the Exchange Share Consideration and the Exchange Ratio, (ii) the number of Company Shares held by each Company EquityholderShareholder after giving effect to the Preferred Share Conversion and the Convertible Debenture Conversion and the number of Company Common Shares subject to each Company Option held by each holder thereof and the exercise price thereof, (iiiii) the number of Company Common Shares underlying the Allseas Warrant and the number of SOAC Common Shares into which the Allseas Warrant shall be exercisable after the Effective Time as per the terms of the Allseas Warrant, (iii) (x) the number of SOAC Common Shares that will be subject toto each Rollover Option, which shall be determined by multiplying the number of Company Common Shares subject to the corresponding Company Option immediately prior to the Effective Time by the Per Share Consideration and rounding the resulting number down to the nearest whole number of SOAC Common Shares, (y) the exercise price thereof at the Effective Time, which shall be determined by dividing the per share exercise price for the number of and, if unvested, Company Common Shares subject to the vesting provisions of each corresponding Company Option held in effect immediately prior to the Effective Time by the Per Share Consideration, and rounding the resulting exercise price up to the nearest whole cent, and (z) the portion of the Company Earnout Shares to be allocated to each holder thereofof Rollover Options upon exercise of such Rollover Options pursuant to and in accordance with Section 2.8, which shall be allocated on a pro rata basis which shall be determined by dividing the aggregate number of Company Common Shares subject to the corresponding Company Options immediately prior to the Effective Time by the number of Company Fully Diluted Shares, (iv) the portion of the Exchange Share SOAC Common Shares Consideration allocated to each Company Option pursuant to Section 2.5Shareholder, and determined by multiplying the portion number of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect Shares held by such Company Shareholder immediately prior to the components and subcomponents thereofEffective Time by the Per Share Consideration, (v) the exercise price portion of the Company Earnout Shares to be allocated to each Rollover Option at Company Shareholder pursuant to and in accordance with Section 2.8, which shall be allocated on a pro rata basis which shall be determined by dividing the Effective Timeaggregate number of Company Shares held by such Company Shareholder by the number of Company Fully Diluted Shares, (vi) the number Company’s good faith calculation of Net Group Company Shares subject Cash, together with reasonable supporting detail as to each Company Warrantsuch calculation, and (vii) the calculation a certification, duly executed by an authorized officer of the formulas Company, that the information delivered pursuant to clauses (and the components thereof) set forth in Section 2.6i), (viiiii), (iii), (iv), (v) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule and (vi) is, and the calculations and determinations contained therein) will be prepared as of immediately prior to the Effective Time, true and correct in all respects and in accordance with the applicable provisions last sentence of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company OptionSection 2.4. The Company will review any comments to the Allocation Schedule provided by Cascadia SOAC or any of its Representatives and consider and incorporate in good faith and incorporate any reasonable comments timely proposed by Cascadia SOAC or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x1) the aggregate number of SOAC Common Shares that each Company Shareholder will have a right to receive under the Plan of Arrangement and the number of shares underlying the Allseas Warrants as of the Effective Time will be rounded down to the nearest whole share, (2) in no event shall the aggregate number of Cascadia SOAC Common Shares set forth on the Allocation Schedule that are allocated in respect of the Company Shares and Company Equity Securities of the Company (or, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration Awards or that are issuable to the Company Equityholders under this Agreement hereunder exceed the SOAC Common Shares Consideration and (3) in no event shall the Allocation Schedule (or under the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Equity Plan or any other Contract to which the Company is a party or bound. (b) SOAC, the Exchange Agent Agreementand their respective Affiliates and Representatives shall be entitled to rely, as applicablewithout any independent investigation or inquiry, on the names, amounts, and other information set forth in the Allocation Schedule. None of SOAC, the Exchange Agent and their respective Affiliates or Representatives shall have any Liability to any Company Shareholder or any of its Affiliates for relying on the Allocation Schedule. Except with SOAC’s written consent, the Allocation Schedule may not be modified after delivery to SOAC except pursuant to a written instruction from the Company, with certification from an authorized representative of the Company that such modification is true and correct. SOAC, the Exchange Agent and their respective Affiliates and Representatives shall be entitled to rely, without any independent investigation or inquiry, on such modified Allocation Schedule.

Allocation Schedule. At least five (5a) No later than two (2) Business Days prior to the Closing Date, the Company shall deliver to Cascadia Acquiror a schedule executed by an allocation schedule authorized officer of the Company (the “Allocation Schedule”) setting forth (i) its good faith calculation the equity capitalization of the Exchange Share Consideration Company as of the Closing including, for each holder of Company Capital Stock and the Exchange RatioCompany Awards, (iiA) the name and email address of such holder, (B) the number and class or series of Company Shares Capital Stock and Company Awards held by each Company Equityholdersuch holder, (iii) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (ivC) the portion of the Exchange Share Aggregate Merger Consideration allocated payable to each such holder in respect of the Company Option pursuant to Section 2.5Capital Stock and Company Awards held by such holder (and (x) in the case of a Company Option, the number of shares of Domesticated Acquiror Common Stock underlying the applicable Acquiror Option, and the portion exercise price thereof and (y) in the case of a Restricted Stock Award, the Exchange Share Consideration allocated to each Company number of shares of Domesticated Acquiror Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations Stock underlying the applicable Adjusted Restricted Stock Award) and (D) with respect to Company Awards, the components vesting schedule and subcomponents expiration or termination dates thereof. Except in order to effectuate the Company Preferred Conversion, (v) the Company Warrant Settlement and the conversion of the Convertible Notes prior to the Closing, the Company shall not permit the exercise price of each Rollover any Company Option at or Company Warrant from and after the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation delivery of the formulas Allocation Schedule. (b) The Company will consider in good faith Acquiror’s comments to the Allocation Schedule, and if any adjustments are made to the components thereof) set forth in Section 2.6Allocation by the Company at Acquiror’s request prior to the Closing, (viii) such adjusted Allocation Schedule shall thereafter become the pro rata portion Allocation Schedule for all purposes of the Earn Out Shares for each Eligible Company Equityholderthis Agreement. The Allocation Schedule (and the calculations and determinations contained therein) will therein shall be prepared in accordance with the Company’s Governing Documents, the DGCL and the applicable provisions of definitions contained in this Agreement, the governing documents . Each of the Company, Acquiror and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Option. The Company will review any comments to the Allocation Schedule provided by Cascadia or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event Merger Sub shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, for the avoidance of doubt, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely (without any duty of inquiry) upon the Allocation Schedule, and the Letter of Transmittal that shall be required to be delivered by the applicable holders of Company Common Stock as a condition to receipt of any portion of the Aggregate Merger Consideration shall include a waiver of, among other things, any and all claims that the Allocation Schedule for purposes did not accurately reflect the terms of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicableCompany’s Governing Documents.

Allocation Schedule. At least five (5) Business Days prior to the Closing Date, the The Company shall prepare and deliver to Cascadia an allocation schedule Buyer a spreadsheet (the “Allocation Schedule”) setting at least five (5) days prior to the Closing that shall set forth (i) its good faith calculation all of the Exchange Share Consideration and information set forth on Schedule B hereto. From time to time after the Exchange Ratio, (ii) the number of Company Shares held by each Company Equityholder, (iii) the number of Company Common Shares subject toClosing, the exercise price Sellers Representative may deliver to Buyer an updated Allocation Schedule (each, an “Updated Allocation Schedule”); provided that the Sellers Representative shall deliver an Updated Allocation Schedule at such times as required by the terms of andthis Agreement. Until the Sellers Representative delivers an Updated Allocation Schedule to Buyer, Buyer shall use the Allocation Schedule delivered pursuant to the first sentence of this Section 6.3 or, if unvestedan Updated Allocation Schedule has been subsequently delivered to Buyer pursuant to this Section 6.3, the vesting provisions most recently delivered Updated Allocation Schedule, for purposes of (a) paying any amounts payable to any Selling Securityholder following the Closing under this Agreement, or (b) issuing any Post-Closing SPAC Shares to any Selling Securityholder following the Closing under this Agreement (collectively, the “Updated Allocation Schedule Purposes”). After the delivery of an Updated Allocation Schedule to Buyer, each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated parties hereto agree that such Updated Allocation Schedule shall be used for the Updated Allocation Schedule Purposes, as applicable, with respect to each Company Option pursuant any then-current matters or events (such as any payments or issuances of Post-Closing SPAC Shares to Section 2.5, and be made to any Selling Securityholders following the portion Closing or any payment obligations of any Selling Securityholder hereunder) for which such Updated Allocation Schedule may relate or any such matters or events which subsequently arise after the date of the Exchange Share Consideration allocated delivery of such Updated Allocation Schedule, unless and until the Sellers Representative subsequently delivers a further Updated Allocation Schedule to each Buyer. The Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations (with respect to the components and subcomponents thereof, Allocation Schedule) or the Sellers Representative (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Option. The Company will any Updated Allocation Schedule), as applicable, shall cooperate in good faith with Buyer’s and its Representatives’ review any comments to of the Allocation Schedule provided by Cascadia or and any of its Representatives Updated Allocation Schedule and consider shall take into consideration in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth Buyer on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company and any Updated Allocation Schedule (orprovided that, for the avoidance of doubt, the Company, the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties Stockholders and the Exchange Agent will Sellers Representative shall not be entitled required to rely upon make or accept any revisions or changes to the Allocation Schedule for purposes of allocating the transaction consideration to or any Updated Allocation Schedule that the Company Equityholders or the Sellers Representative, as applicable, delivers, and Buyer shall not have the right to delay any payments to be made under this Agreement in the event of any dispute with respect to the Allocation Schedule or under any Updated Allocation Schedule). Notwithstanding the Exchange Agent Agreementforegoing, in no event will any of Buyer’s rights be considered waived, impaired or otherwise limited as a result of Buyer not making an objection prior to the Closing or its making an objection that is not fully implemented in a revised Allocation Schedule or Updated Allocation Schedule, as applicable.