Common use of Allocation Schedule Clause in Contracts

Allocation Schedule. No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to SPAC an allocation schedule (the “Allocation Schedule”) setting forth (a) (i) the number of Equity Securities held by each Company Stockholder, (ii) the number of shares of Company Common Stock to be issued and outstanding as of immediately prior to the Effective Time pursuant to outstanding convertible instruments in accordance with the terms thereof, (iii) the number of shares of Company Common Stock subject to each Company Option held by each holder thereof, including whether each such Company Option will be a Vested Company Option or an Unvested Company Option and the exercise price thereof, (iv) the number of shares of Company Common Stock subject to a Warrant, including the exercise price thereof, and (v) the number of shares of Company Common Stock subject to a convertible note that is to be repaid or assumed and exchanged for a Rollover Note in accordance with Section 2.5(f), (b) the number of shares of Class A Common Stock that will be subject to each Rollover Option, Rollover Warrant and Rollover Note and the exercise price of each such Rollover Option and Rollover Warrant 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, (c) the portion of the Merger Consideration allocated to each Company Stockholder pursuant to Section 2.1(a)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereof, and (d) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a), (b) and (c) are, and will be 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 of the Company and applicable Laws and, in the case of Company Options, the Company Equity Plan and any applicable grant or similar agreement with respect to any such Company Option. The Company will review any comments to the 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 to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of shares of Class A Common Stock 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.

Allocation Schedule. No later than five three (53) Business Days prior to the Closing Date, the Company shall deliver to SPAC AMHC an allocation schedule (the “Allocation Schedule”) setting forth (a) (i) the number of Equity Securities Company Shares held by each Company Stockholder, including (iiwithout duplication) each Company Stockholder who holds Company Shares subject to a Company Restricted Stock Award, the number of shares of Company Common Stock to be issued and outstanding as of immediately prior to the Effective Time pursuant to outstanding convertible instruments in accordance with the terms thereof, (iii) the number of shares of Company Common Stock Shares subject to each Company Option held by each holder thereof, including as well as whether each such Company Option will be a Vested Company Option or an Unvested Company Option and as of immediately prior to the Effective Time, and, in the case of the Company Options the exercise price thereof, (iv) the number of shares of Company Common Stock subject to a Warrant, including the exercise price thereof, and (v) the number of shares of Company Common Stock subject to a convertible note that is to be repaid or assumed and exchanged for a Rollover Note in accordance with Section 2.5(f), (b) the number of shares of Class A Common Stock AMHC Shares that will be subject to each Rollover Option, Rollover Warrant and Rollover Note and the exercise price of each such Rollover Option and Rollover Warrant thereof at the Effective Time, in each case, determined in accordance with Section 2.5, as well as reasonably detailed the exchange ratio on which such calculations with respect are based (which shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to the components and subcomponents thereofthis clause (b)), (c) the portion of the Merger Transaction Share Consideration allocated to each Company Stockholder pursuant (including the number of AMHC New Voting Shares and AMHC New Non-Voting Shares to Section 2.1(a)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereof, be received by such Company Stockholder) and (d) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (a), (b) and (c) of this Section 2.3 are, and will be as of immediately prior to the Effective Time, (i) true and correct in all respects, respects and in accordance with the last sentence of this Section 2.3 and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company has performed, or otherwise complied with, as applicable, its covenants and applicable Laws and, agreements set forth in the case of Company Options, the Company Equity Plan and any applicable grant or similar agreement with respect to any such Company OptionSection 2.4(c). The Company will review any comments to the Allocation Schedule provided by SPAC AMHC or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by SPAC AMHC or any of its Representatives to correct inaccuraciesRepresentatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Class A Common Stock AMHC Shares that each Company Stockholder Stockholder, including (without duplication) each holder of a Rollover Restricted Stock Award, will have a right to receive pursuant to Section 2.1(a)(vii2.1(a)(viii) will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of AMHC 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 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 (taking into account, for the avoidance of doubt, any actions taken by the Company pursuant to Section 2.4(c)); and (D) in the event that the delivery of any AMHC Shares pursuant to the Merger would result in a Designated Holder holding any Excess Shares, then such Designated Holder shall receive one (1) AMHC New Non-Voting Share in lieu of each AMHC New Voting Share that is an Excess Share. Notwithstanding anything else herein, no fractional AMHC Shares shall be issued pursuant to this Agreement (with the intended effect that any AMHC Shares issuable to a Person under this Agreement shall be aggregated and then rounded to the nearest whole number).

Allocation Schedule. No later than five three (53) Business Days prior to the Closing Date, the Company shall deliver to SPAC Dragoneer an allocation schedule (the “Allocation Schedule”) setting forth (a) (i) the number of Equity Securities Company Shares held by each Company StockholderShareholder, (ii) the number of shares Company Shares subject to each Company Equity Award held by each holder thereof, as well as the vesting terms and schedule of Company Common Stock to be issued and outstanding such awards as of immediately prior to the Effective Time pursuant to outstanding convertible instruments Time, and, in accordance with the terms thereofcase of the Company Options, (iii) the number of shares of Company Common Stock subject to each Company Option held by each holder thereof, including whether each such Company Option will be a Vested Company Option or an Unvested Company Option and the exercise price thereof, (iv) the number date of shares of Company Common Stock subject to a Warrantgrant, including the exercise price thereofvesting commencement date, the expiration date, and (v) the number of shares of vested and unvested Company Common Stock subject to a convertible note that is to be repaid or assumed and exchanged for a Rollover Note in accordance with Section 2.5(f)Options, (b) the number of shares of Class A Common Stock Dragoneer Shares that will be subject to each Rollover Option, Rollover Warrant and Rollover Note Option and the exercise price of each such Rollover Option and Rollover Warrant thereof at the Effective Time, in each case, determined in accordance with Section 2.5, as well as reasonably detailed the exchange ratio on which such calculations with respect are based (which shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to the components and subcomponents thereofthis clause (b)), (c) the portion of the Merger Transaction Share Consideration allocated to each Company Stockholder pursuant Shareholder, (d) the number of Dragoneer Shares which each Company Shareholder and each holder of Company Options will be entitled to Section 2.1(a)(viireceive as Company Earnout Shares (as may be adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like), as well as reasonably detailed calculations with respect to the components and subcomponents thereof, and (de) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (a), (b), (c) and (cd) areis, and will be as of immediately prior to the Effective Time, (i) true and correct in all respects, respects and in accordance with the last sentence of this Section 2.3 and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company has performed, or otherwise complied with, as applicable, its covenants and applicable Laws and, agreements set forth in the case of Company Options, the Company Equity Plan Section 2.4(c) and any applicable grant or similar agreement with respect to any such Company OptionSection 5.13(d). The Company will review any comments to the Allocation Schedule provided by SPAC Dragoneer or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by SPAC Dragoneer or any of its Representatives to correct inaccuraciesRepresentatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Class A Common Stock Dragoneer Shares that each Company Stockholder Shareholder will have a right to receive pursuant to Section 2.1(a)(vii2.1(b)(vii) will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of Dragoneer Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares and Company Equity Awards exceed the Transaction Share Consideration and (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 Shareholders Agreement, 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 pursuant to Section 2.4(c) and Section 5.13(d)).

Allocation Schedule. No later than five At least two (52) Business Days prior to the Closing Date, the Company shall deliver to SPAC ARYA an allocation schedule (the “Allocation Schedule”) setting forth (a) (i) the number of Equity Securities Company Shares held by each Company Stockholder, Shareholder (ii) including the number of shares of Company Common Stock to be issued and outstanding as of Shares immediately prior to the Effective Time Closing, subject to the Company Warrants that will be exercised for Company Common Shares pursuant to outstanding convertible instruments in accordance with the terms Section 2.4(b) held by each holder thereof), (iii) the number of shares of Company Common Stock Shares subject to each Company Option held by each holder thereof, including as well as whether each such Company Option will be a Vested Company Option or an Unvested Company Option and as of immediately prior to the Effective Time, (ii) in the case of the Company Options, the exercise price thereofand, if applicable, the exercise date, (iviii) the number portion of shares the Adjusted Transaction Share Consideration allocated to each Company Option pursuant to Section 2.4(a) and the portion of the Adjusted Transaction Share Consideration allocated to each Company Common Stock subject Share pursuant to a WarrantSection 2.1(b)(vii) (including, including for the exercise price thereofavoidance of doubt, and (v) the number of shares of each Company Common Stock subject to a convertible note Share that is issued upon exercise of the Company Warrants immediately prior to be repaid or assumed and exchanged for a Rollover Note in accordance with the Closing pursuant to Section 2.5(f2.4(b)), (b) the number of shares of Class A Common Stock that will be subject to each Rollover Option, Rollover Warrant and Rollover Note and the exercise price of each such Rollover Option and Rollover Warrant at the Effective Timeas well as, in each case, determined in accordance with Section 2.5, as well as reasonably detailed calculations with respect to the components and subcomponents thereofthereof (including the Exchange Ratio), (civ) the portion exercise price of each Rollover Option at the Merger Consideration allocated to each Company Stockholder pursuant to Section 2.1(a)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereofEffective Time, and (dv) a certification, duly executed by an authorized officer of the Company, that that, to his or her knowledge and solely in his or her capacity as an officer of the Company (and without any personal liability), the information and calculations delivered pursuant to clauses (ai), (bii), (iii) and (civ) are, and will be as of immediately prior to the Effective Time, (iA) true and correct in all respects, respects and (iiB) in accordance with the Allocation Schedule Principles. 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, the Company Shareholders Agreement and applicable Laws andLaws, in the case of the Company Options, in accordance with the Company Equity Plan and any applicable grant or similar agreement with respect to any such each Company OptionOption and, in the case of the Company Common Shares issued upon exercise of the Company Warrants immediately prior to the Closing pursuant to Section 2.4(b), the Company Warrant Agreement (collectively, the “Allocation Schedule Principles”). The Company will review any comments to the Allocation Schedule provided by SPAC ARYA or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by SPAC ARYA or any of its Representatives to correct inaccuraciesRepresentatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of shares ARYA Shares set forth on the Allocation Schedule that are allocated in respect of Class A Common Stock that each the Equity Securities of the Company Stockholder will have a right to receive pursuant to Section 2.1(a)(vii(or, for the avoidance of doubt, the Company Equityholders) exceed the Adjusted Transaction Share Consideration and (y) the ARYA Parties and the Exchange Agent will be rounded down entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the nearest whole shareCompany Equityholders under this Agreement or under the Exchange Agent Agreement, as applicable.

Allocation Schedule. No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to SPAC Acquiror an allocation schedule (the “Allocation Schedule”) setting forth forth: (a) (i) the number of Equity Securities held by each Company Stockholder, (ii) 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 be issued and outstanding as of immediately prior to the Effective Time pursuant to outstanding convertible instruments in accordance with which such Person is entitled under the terms thereofof the Pixel Labs Merger Agreement, (iiiii) the number of shares of Company Common Stock subject to each Company Option Award held by each holder thereof, including whether each such and (iii) in the case of the Company Option will be a Vested Company Option or an Unvested Company Option and Options, the exercise price thereof, (ivb) the portion of the Aggregate Merger Consideration allocated to each holder of Company Common Stock or Consideration Share Entitlement pursuant to Section 3.1(b), and (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 Company Acquiror Post-Merger Class B Common Stock subject to a Warrant, including issuable upon exercise of such Acquiror Option and the exercise price thereofof such Acquiror Option, (ii) each Adjusted Restricted Stock Award that will be outstanding as of the Closing and (v) the number of shares of Company Acquiror Post-Merger Class B Common Stock subject to a convertible note that is to be repaid or assumed and exchanged for a Rollover Note in accordance with Section 2.5(f)such Adjusted Restricted Stock Award, (biii) each Adjusted RSU that will be outstanding as of the Closing and the number of shares of Acquiror Post-Merger Class A B Common Stock that will be subject to each Rollover Option, Rollover Warrant and Rollover Note and the exercise price of each such Rollover Option and Rollover Warrant at the Effective TimeAdjusted RSU, in each case, determined in accordance with Section 2.5, as well as including a reasonably detailed calculations with respect to itemization of the components and subcomponents thereof, (c) the portion of the Merger Consideration allocated to each Company Stockholder pursuant to Section 2.1(a)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereof, and (d) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a), (b) and (c) are, and will be 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 of the Company and applicable Laws and, in the case of Company Options, the Company Equity Plan and any applicable grant or similar agreement with respect to any such Company Option. The Company will review any comments to the Allocation Schedule provided by SPAC or any of its Representatives Acquiror and consider in good faith and incorporate any reasonable comments proposed by SPAC or any of its Representatives Acquiror to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of shares of Class A Common Stock 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.

Allocation Schedule. No later than five three (53) Business Days prior to the Closing Date, the Company shall deliver to SPAC RACA an allocation schedule (the “"Allocation Schedule”") setting forth (a) (i) the number of Equity Securities Company Shares held by each Company Stockholder, (ii) the number of shares of Company Common Stock Shares subject to each Company Equity Award held by each holder thereof, as well as whether each such Company Equity Award will be issued and outstanding a Vested Company Equity Award or an Unvested Company Equity Award as of immediately prior to the Effective Time pursuant to outstanding convertible instruments Time, and, in accordance with the terms thereofcase of the Company Options, (iii) the number of shares of Company Common Stock subject to each Company Option held by each holder thereof, including whether each such Company Option will be a Vested Company Option or an Unvested Company Option and the exercise price thereof, (iv) the number of shares of Company Common Stock subject to a Warrant, including the exercise price thereof, and (v) the number of shares of Company Common Stock subject to a convertible note that is to be repaid or assumed and exchanged for a Rollover Note in accordance with Section 2.5(f), (b) the number of shares of Class A Common Stock RACA Shares that will be subject to each Rollover Option, Rollover Warrant and Rollover Note and the exercise price of each such Rollover Option and Rollover Warrant thereof at the Effective Time, in each case, determined in accordance with Section 2.5, as well as reasonably detailed the exchange ratio on which such calculations with respect are based (which shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to the components and subcomponents thereofthis clause (b)), (c) the portion of the Merger Transaction Share Consideration allocated to each Company Stockholder pursuant to Section 2.1(a)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereofStockholder, and (d) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (a), (b) and (c) areis, and will be as of immediately prior to the Effective Time, (i) true and correct in all respects, respects and in accordance with the last sentence of this Section 2.3 and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company has performed, or otherwise complied with, as applicable, its covenants and applicable Laws and, agreements set forth in the case of Company Options, the Company Equity Plan and any applicable grant or similar agreement with respect to any such Company OptionSection 2.4(c). The Company will review any comments to the Allocation Schedule provided by SPAC RACA or any of its Representatives and consider in good faith and incorporate any all reasonable comments proposed by SPAC or any of its Representatives to correct inaccuracieson the final Allocation Schedule. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Class A Common Stock 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 RACA Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares and Vested Company Equity Awards exceed the 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 (taking into account, for the avoidance of doubt, any actions taken by the Company pursuant to Section 2.4(c)) and (D) in no event shall the number of RACA Shares that will be subject to the Rollover Options corresponding to the Unvested Company Options be in excess of a number of RACA Shares equal to 60,241,347 minus the Transaction Share Consideration.

Allocation Schedule. No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to SPAC DYNS an allocation schedule (the “Allocation Schedule”) setting forth (a) (i) the number of Equity Securities held by each Company Stockholder, (ii) the number of shares of Company Common Stock to be issued and outstanding as of immediately prior to the Effective Time pursuant to outstanding convertible instruments in accordance with the terms thereof, (iii) the number of shares of Company Common Stock subject to each Company Option held by each holder thereof, including as well as whether each such Company Option will be a Vested Company Option or an Unvested Company Option and as of immediately prior to the Effective Time, and, in the case of the Company Options, the exercise price thereof, (iv) as well as reasonably detailed calculations with respect to the number of shares of Company Common Stock subject to a Warrant, including the exercise price components and subcomponents thereof, and (v) the number of shares of Company Common Stock subject to a convertible note that is to be repaid or assumed and exchanged for a Rollover Note in accordance with Section 2.5(f), (b) the number of shares of Class A Common Stock that will be subject to each Rollover Option, Rollover Warrant and Rollover Note Option and the exercise price of each such Rollover Option and Rollover Warrant 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, (c) the portion of the Merger Transaction Share Consideration allocated to each Company Stockholder pursuant to Section 2.1(a)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (d) the portion of the Contingency Consideration allocated to each Company Stockholder, in the event that any Contingency Consideration becomes payable, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, and (de) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a), (b), (c) and (cd) are, and will be 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 of the Company and applicable Laws and, in the case of Company Options, the Company Equity Plan and any applicable grant or similar agreement with respect to any such Company Option. The Company will review any comments to the Allocation Schedule provided by SPAC DYNS or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by SPAC DYNS or any of its Representatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of shares of Class A Common Stock 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.

Allocation Schedule. No later than five At least two (52) Business Days prior to the Closing Date, the Company shall deliver to SPAC ENVI an allocation schedule (the “Allocation Schedule”) setting forth forth, as of three (a3) Business Days prior to the Closing Date, (i) the number of Equity Securities Company Shares held by each Company StockholderShareholder and, for each class so held, the applicable Conversion Ratio thereof, (ii) the number of shares of Company Common Stock to be issued and outstanding as of immediately prior to the Effective Time pursuant to outstanding convertible instruments in accordance with the terms thereof, (iii) the number of shares of Company Common Stock Shares subject to each Company Option held by each holder thereof, including as well as whether each such Company Option will be a Vested Company Option or an Unvested Company Option and as of immediately prior to the exercise price thereofEffective Time, (iii) the number of Company Shares subject to the Assumed Warrants, (iv) in the number case of shares of the Company Common Stock subject to a WarrantOptions or Assumed Warrants, including the exercise price thereofthereof as of immediately prior to the Effective Time, and (v) the number portion of shares of Company Common Stock subject to a convertible note that is to be repaid or assumed and exchanged for a Rollover Note in accordance with Section 2.5(f), (b) the number of shares of Class A Common Stock that will be subject Transaction Share Consideration allocated to each Rollover Option, Rollover Warrant and Rollover Note Company Option pursuant to Section 2.4(b) and the exercise price portion of the Transaction Share Consideration allocated to each such Rollover Option and Rollover Warrant at the Effective TimeCompany Share pursuant to Section 2.1(g) (as well as, in each case, determined in accordance with Section 2.5, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, thereof (c) including the portion Exchange Ratio and the Conversion Ratios (by class of capital stock of the Merger Consideration allocated to each Company Stockholder pursuant to Section 2.1(a)(viiCompany), as well as reasonably detailed calculations with respect to the components and subcomponents thereof)), and (dvi) a certification, duly executed by an authorized officer of the Company, that that, to their knowledge and solely in their capacity as an officer of the Company (and without any personal liability), the information and calculations delivered pursuant to clauses (ai), (bii), (iii) and (civ) are, and will be as of immediately prior to the Effective Time, (iA) true and correct in all respects, respects and (iiB) in accordance with the Allocation Schedule Principles. 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, the Company Shareholders Agreement and applicable Laws and, in the case of the Company Options, in accordance with the Company Equity Plan and any applicable grant or similar agreement with respect to any such each Company Option, and, in the case of the Company Warrants, in accordance with the terms and conditions of the respective Company Warrants (collectively, the “Allocation Schedule Principles”). The Company will review any comments to the Allocation Schedule provided by SPAC ENVI or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by SPAC ENVI or any of its Representatives to correct inaccuraciesRepresentatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of shares of ENVI Class A Common Stock Shares set forth on the Allocation Schedule that each are allocated in respect of the Equity Securities of the Company Stockholder will have a right to receive pursuant to Section 2.1(a)(vii(or, for the avoidance of doubt, the Company Equityholders) exceed the Transaction Share Consideration and (y) the ENVI Parties and the Exchange Agent will be rounded down entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the nearest whole shareCompany Equityholders under this Agreement or the Exchange Agent Agreement, as applicable.

Allocation Schedule. No later than five three (53) Business Days prior to the Closing Date, the Company shall deliver to SPAC CHP an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of Company Stock held by each Company Stockholder and underlying each Company Warrant, (ib) the number of Equity Securities held by each Company Stockholder, (ii) the number of shares of Company Common Stock to be issued and outstanding as of immediately prior to the Effective Time pursuant to outstanding convertible instruments in accordance with the terms thereof, (iii) the number of shares of Company Common Stock subject to each Company Option held by each holder thereof, including 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 the exercise price thereof, (ivc) the number of shares of Company New CHP Common Stock subject to a Warrant, including the exercise price thereof, and (v) the number of shares of Company Common Stock subject to a convertible note that is Rollover Options to be repaid or assumed and exchanged for a Rollover Note in accordance with Section 2.5(f), (b) the number of shares of Class A Common Stock that will be subject allocated to each Rollover Option, Rollover Warrant and Rollover Note and the exercise price of each such Rollover Option and Rollover Warrant holder at the Effective Time, in each case(d) a calculation of the Consideration Share Number, determined in accordance with Section 2.5Net Debt Figure and Exchange Ratio, as well as reasonably detailed calculations with respect to including the components and subcomponents thereof, (c) the portion of the Merger Consideration allocated to each Company Stockholder pursuant to Section 2.1(a)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereof, thereof and (de) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (a), (b), (c) and (cd) areis, and will be as of immediately prior to the Effective Time, (i) true and correct in all respects, respects and in accordance with the last sentence of this Section 2.3 and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company has performed, or otherwise complied with, as applicable, its covenants and applicable Laws and, agreements set forth in the case of Company Options, the Company Equity Plan and any applicable grant or similar agreement with respect to any such Company OptionSection 2.4(b). The Company will review any comments to the Allocation Schedule provided by SPAC CHP or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by SPAC CHP or any of its Representatives to correct inaccuraciesRepresentatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Class A CHP Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(a)(vii2.1(c)(viii) will be rounded down to the nearest whole share.share and (B) 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 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 pursuant to Section 2.1(b))

Allocation Schedule. No later than five The Company acknowledges and agrees that (5i) the Aggregate Consideration is being allocated among the Sellers pursuant to the schedule in the form set forth on Schedule 3.03 and delivered by the Company to SPAC and Holdings at least two Business Days prior to the anticipated Closing Date, the Company shall deliver to SPAC an allocation schedule Date (the “Allocation Schedule”) setting forth (a) and such allocation (i) is and will be in accordance with the Organizational Documents of the Company and applicable Law, (ii) does and will set forth (A) the mailing addresses and email addresses, for each Seller, (B) the number and class of Equity Securities held owned by each Company StockholderSeller, and (iiC) the number of shares of Company Holdings Common Units and SPAC Class B Common Stock allocated to each Seller and (iii) is and will otherwise be issued accurate in all respects (except for de minimis inaccuracies that are not material). For illustrative purposes only, set forth on Schedule 3.03 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 Schedule 3.03 is illustrative only and outstanding as of immediately prior not binding in any manner on the Parties); 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 Sellers. Notwithstanding anything in this Agreement to the Effective Time pursuant to outstanding convertible instruments contrary, upon delivery, payment, issuance, reserve for issuance or any other treatment of the Aggregate Consideration on the Closing Date in accordance with the terms thereofAllocation Schedule, (iii) the number of shares of Company Common Stock subject SPAC, Holdings and their respective Affiliates shall be deemed to each Company Option held by each holder thereof, including whether each such Company Option will be a Vested Company Option or an Unvested Company Option and the exercise price thereof, (iv) the number of shares of Company Common Stock subject to a Warrant, including the exercise price thereof, and (v) the number of shares of Company Common Stock subject to a convertible note that is to be repaid or assumed and exchanged for a Rollover Note in accordance with Section 2.5(f), (b) the number of shares of Class A Common Stock that will be subject to each Rollover Option, Rollover Warrant and Rollover Note and the exercise price of each such Rollover Option and Rollover Warrant at the Effective Time, in each case, determined in accordance with Section 2.5, as well as reasonably detailed calculations have satisfied all obligations with respect to the components payment of consideration under this Agreement, and subcomponents thereofnone of them shall have (I) any further obligations to the Company, (c) the portion of the Merger Consideration allocated to each Company Stockholder pursuant to Section 2.1(a)(vii), as well as reasonably detailed calculations any Seller or any other Person with respect to the components and subcomponents thereofpayment of any consideration under this Agreement (including with respect to the Aggregate Consideration), and or (dII) a certification, duly executed by an authorized officer any liability with respect to the allocation of the Company, that the information and calculations delivered pursuant to clauses (a), (b) and (c) are, and will be as of immediately prior to the Effective Time, (i) true and correct in all respects, and (ii) in accordance with the applicable provisions of consideration under this Agreement, and the Governing Documents of Company hereby irrevocably waives and releases SPAC, Holdings and their respective Affiliates (but excluding, on and after the Closing, the Company and applicable Laws andits Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Aggregate Consideration, in as the case of Company Optionsmay be, the Company Equity Plan and any applicable grant or similar agreement with respect to any among each Seller as set forth in such Company Option. The Company will review any comments to the 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 to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of shares of Class A Common Stock 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 shareSchedule.

Allocation Schedule. No later than five (5) three Business Days prior to the Closing Date, the Company shall deliver to SPAC SLAM an allocation schedule (the “Allocation Schedule”) setting forth (a) (i) the number of Equity Securities Company Shares held by each Company StockholderShareholder, (ii) the number of shares of Company Common Stock to be issued and outstanding as of immediately prior to the Effective Time pursuant to outstanding convertible instruments in accordance with the terms thereof, (iii) the number of shares of Company Common Stock Shares subject to each Company Option Equity Award held by each holder thereof, including as well as whether each such Company Option Equity Award will be a Vested Company Option or an Unvested Company Option and as of immediately prior to the Second Effective Time, and, in the case of the Company Options, the exercise price thereof, (iv) the number of shares of Company Common Stock subject to a Warrant, including the exercise price thereof, and (v) the number of shares of Company Common Stock subject to a convertible note that is to be repaid or assumed and exchanged for a Rollover Note in accordance with Section 2.5(f), (b) the number of shares of Class A Common Stock Topco Shares that will be subject to each Rollover Assumed Option and, in the case of each Assumed Option, Rollover Warrant and Rollover Note and the exercise price of each such Rollover Option and Rollover Warrant thereof at the Second 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 thereofcalculation 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 Merger Adjusted Transaction Share Consideration and the type of Equity Security of Topco allocated to each holder of Equity Securities of the Company Stockholder pursuant to Section 2.1(a)(vii), outstanding as well as reasonably detailed calculations with respect of immediately prior to the components and subcomponents thereofSecond Effective Time, and (de) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses clause (a), clause (b) and ), clause (c) areand clause (d) is, and will be as of immediately prior to the Second Effective Time, (i) true and correct in all respects, respects and (ii) 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 Company Options, the Company Equity Plan and any applicable grant or similar agreement with respect to any such Company OptionSection 2.3. The Company will review any comments to the Allocation Schedule provided by SPAC SLAM or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by SPAC SLAM or any of its Representatives to correct inaccuraciesRepresentatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Class A Common Stock Topco Shares that each Company Stockholder Shareholder will have a right to receive pursuant to Section 2.1(a)(vii2.1(b)(viii) will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of Topco Shares set forth on the Allocation Schedule that are allocated in respect of all Equity Securities of the Company outstanding as of immediately prior to the Second Effective Time exceed the Adjusted Transaction Share Consideration and (C) the Allocation Schedule (or the calculations or determinations 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. No later than five three (53) Business Days prior to the Closing Date, the Company shall deliver to SPAC JAWS an allocation schedule (the “Allocation Schedule”) setting forth (a) (i) the number of Equity Securities Company Shares held by each Company StockholderShareholder, (ii) the number of shares of Company Common Stock to be issued and outstanding as of immediately prior to the Effective Time pursuant to outstanding convertible instruments in accordance with the terms thereof, (iii) the number of shares of Company Common Stock Shares subject to each Company Option Equity Award held by each holder thereof, including as well as whether each such Company Option Equity Award will be a Vested Company Option or an Unvested Company Option and as of immediately prior to the Effective Time, and, in the case of the Company Options, the exercise price thereof, (iv) the number of shares of Company Common Stock subject to a Warrant, including the exercise price thereof, and (v) the number of shares of Company Common Stock subject to a convertible note that is to be repaid or assumed and exchanged for a Rollover Note in accordance with Section 2.5(f), (b) the number of shares of Class A Common Stock New JAWS Shares that will be subject to each Rollover Option and, in the case of each Rollover Option, Rollover Warrant and Rollover Note and the exercise price of each such Rollover Option and Rollover Warrant thereof 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 thereofcalculation 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) and the Per Share Consideration, (d) the portion of the Merger Adjusted Transaction Share Consideration allocated to each Company Stockholder pursuant to Section 2.1(a)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereofShareholder, and (de) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses clause (a), clause (b) and ), clause (c) areand clause (d) is, and will be as of immediately prior to the Effective Time, (i) true and correct in all respects, respects and in accordance with the last sentence of this Section 2.4 and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company has performed, or otherwise complied with, as applicable, its covenants and applicable Laws and, agreements set forth in the case of Company Options, the Company Equity Plan and any applicable grant or similar agreement with respect to any such Company OptionSection 2.5(a)(iv). The Company will review any comments to the Allocation Schedule provided by SPAC JAWS or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by SPAC JAWS or any of its Representatives to correct inaccuraciesRepresentatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Class A Common Stock New JAWS Shares that each Company Stockholder Shareholder will have a right to receive pursuant to Section 2.1(a)(vii2.1(b)(vii) will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of New JAWS Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares and Vested Company Options exceed the Adjusted Transaction Share Consideration and (C) the Allocation Schedule (or the calculations or determinations therein) shall be prepared in accordance with, as applicable, applicable Law, the Governing Documents of the Company, the Company Equity Plan and 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 pursuant to Section 2.5(a)(iv)).

Allocation Schedule. No later than five three (53) Business Days prior to the Closing Date, the Company shall deliver to SPAC Dragoneer an allocation schedule (the “Allocation Schedule”) setting forth (a) (i) the number of Equity Securities Company Shares held by each Company StockholderShareholder, (ii) the number of shares Company Shares subject to each Company Equity Award held by each holder thereof, as well as the vesting terms and schedule of Company Common Stock to be issued and outstanding such awards as of immediately prior to the First Effective Time pursuant to outstanding convertible instruments Time, and, in accordance with the terms thereofcase of the Company Options, (iii) the number of shares of Company Common Stock subject to each Company Option held by each holder thereof, including whether each such Company Option will be a Vested Company Option or an Unvested Company Option and the exercise price thereof, (iv) the number date of shares of Company Common Stock subject to a Warrantgrant, including the exercise price thereofvesting commencement date, the expiration date, and (v) the number of shares of Company Common Stock subject to a convertible note portion that is to be repaid or assumed vested and exchanged for a Rollover Note in accordance with Section 2.5(f)the portion that is unvested, (b) the number of shares of Class A Common Stock Dragoneer Shares that will be subject to each Rollover Option, Rollover Warrant and Rollover Note Option and the exercise price of each such Rollover Option and Rollover Warrant thereof at the First Effective Time, in each case, determined in accordance with Section 2.5, as well as reasonably detailed the exchange ratio on which such calculations with respect are based (which shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to the components and subcomponents thereofthis clause (b)), (c) the portion of the Merger Transaction Share Consideration allocated to each Company Stockholder pursuant Shareholder (assuming such Company Shareholder does not hold any Dissenting Shares) and each holder of a Company Equity Award (provided that no Transaction Share Consideration shall be allocated to Section 2.1(a)(viiout-of-money Company Equity Awards (if any), as well as reasonably detailed calculations with respect to the components and subcomponents thereof), and (d) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (a), (b) ), and (c) areis, and will be as of immediately prior to the First Effective Time, (i) true and correct in all respects, respects and in accordance with the last sentence of this Section 2.3 and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company has performed, or otherwise complied with, as applicable, its covenants and applicable Laws and, agreements set forth in the case of Company Options, the Company Equity Plan Section 2.4(c) and any applicable grant or similar agreement with respect to any such Company OptionSection 5.13(d). The Company will review any comments to the Allocation Schedule provided by SPAC Dragoneer or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by SPAC Dragoneer or any of its Representatives to correct inaccuraciesRepresentatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Class A Common Stock Dragoneer Shares that each Company Stockholder Shareholder will have a right to receive pursuant to Section 2.1(a)(vii2.1(b)(viii) will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of Dragoneer Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Dissenting Shares) and Company Equity Awards exceed the Transaction Share Consideration or be paid in respect of any Equity Securities of the Company not accurately set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted in violation of Section 5.1(b) and (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 Shareholders Agreement, 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 pursuant to Section 2.4(c) and Section 5.13(d)).

Allocation Schedule. No later than five At least three (53) Business Days prior to the Closing Date, the Company shall deliver to SPAC ShoulderUp and Holdings an allocation schedule (the “Allocation Schedule”) setting forth (a) (i) the number of Equity Securities held by each Company Stockholder, (ii) the number of shares of Company Common Stock to be issued and outstanding as held by each Company stockholder (including the number of shares of Company Common Stock immediately prior to the Effective Time pursuant to outstanding convertible instruments in accordance with the terms thereofClosing), (iii) the number of shares of Company Common Stock subject to each Company Option held by each holder thereof, including as well as whether each such Company Option will be a Vested Company Option or an Unvested Company Option and as of immediately prior to the Effective Time, (ii) in the case of the Company Options, the exercise price thereofand, if applicable, the exercise date, (iviii) the number portion of shares the Aggregate Merger Consideration allocated to each Company Option pursuant to Section 3.8(a) and the portion of the Aggregate Merger Consideration allocated to each share of Company Common Stock subject pursuant to a Warrant, including the exercise price thereof, and (v) the number of shares of Company Common Stock subject to a convertible note that is to be repaid or assumed and exchanged for a Rollover Note in accordance with Section 2.5(f3.2(a), (b) the number of shares of Class A Common Stock that will be subject to each Rollover Option, Rollover Warrant and Rollover Note and the exercise price of each such Rollover Option and Rollover Warrant at the Effective Timeas well as, in each case, determined in accordance with Section 2.5, as well as reasonably detailed calculations with respect to the components and subcomponents thereofthereof (including the Exchange Ratio), (civ) the portion exercise price of each Rollover Option (as defined below) at the Merger Consideration allocated to each Company Stockholder pursuant to Section 2.1(a)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereofEffective Time, and (dv) a certification, duly executed by an authorized officer of the Company, that that, to his or her knowledge and solely in his or her capacity as an officer of the Company (and without any personal liability), the information and calculations delivered pursuant to clauses (ai), (bii), (iii) and (civ) are, and will be as of immediately prior to the Effective Time, (iA) true and correct in all respects, respects and (iiB) in accordance with the Allocation Schedule Principles (as defined below). 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 organizational documents of the Company Company, and applicable Laws andLaws, in the case of the Company Options, in accordance with the Company Equity Plan and any applicable grant or similar agreement with respect to any such each Company OptionOption (collectively, the “Allocation Schedule Principles”). The Company will review any comments to the Allocation Schedule provided by SPAC ShoulderUp or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by SPAC ShoulderUp or any of its Representatives to correct inaccuraciesRepresentatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Holdings shares set forth on the Allocation Schedule that are allocated in respect of Class A the Company Common Stock that each Stock, Company Stockholder will have a right to receive pursuant to Section 2.1(a)(viiOptions (or, for the avoidance of doubt, the Company Equityholders) exceed the Aggregate Merger Consideration and (y) ShoulderUp, Holdings, ShoulderUp Merger Sub and the Exchange Agent will be rounded down entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the nearest whole shareCompany Equityholders under this Agreement or under the Exchange Agent agreement, as applicable.

Allocation Schedule. No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to SPAC an allocation schedule (the “Allocation Schedule”) setting forth (a) (i) the number of Company Equity Securities held by each Company Stockholder, (ii) the number of shares of Company Common Stock to be issued and outstanding as of immediately prior to the Effective Time Time, including pursuant to outstanding convertible instruments in accordance with the terms thereofCompany Preferred Stock, (iii) the number of shares of Company Common Stock subject to each Company Option held by each holder thereof, including the tax status of such Company Option, whether each such Company Option will be a Vested Company Option or an Unvested Company Option and the exercise price thereof, and the holder’s employment or service status with the Company; (iv) the number of shares of Company Common Stock subject to a Warranteach Company RSU held by each holder thereof, including the exercise price thereof, and (v) the number of shares of whether each such Company Common Stock subject to a convertible note that is to RSU will be repaid or assumed and exchanged for a Rollover Note in accordance with Section 2.5(f), RSU; (b) the number of shares of Class Series A Common Stock that will be subject to each Rollover OptionOption or Rollover RSU, Rollover Warrant and Rollover Note and the exercise price of each such Rollover Option and Rollover Warrant at the Effective Time, in each case, determined in accordance with Section 2.52.6, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, ; (c) the portion of the Merger Consideration allocated to each Company Stockholder pursuant to Section 2.1(a)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereof; (d) the portion of the Contingency Consideration allocated to each Company Stockholder, in the event that any Contingency Consideration becomes payable, as well as reasonably detailed calculations with respect to the components and subcomponents thereof; and (de) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a), (b), (c) and (cd) are, and will be 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 of the Company and applicable Laws and, in the case of Company OptionsOptions and Company RSUs, the Company Equity Plan and any applicable grant or similar agreement with respect to any such Company OptionOption or Company RSU. The Company will review any comments to the 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 to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of shares of Class Series A Common Stock 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. Notwithstanding the foregoing or anything to the contrary herein, the SPAC Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Stockholders under this Agreement or the agreement entered into by the Parties with the Exchange Agent, as applicable, and upon delivery, payment and issuance of the Aggregate Consideration on the Closing Date to the Exchange Agent, the SPAC 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 Aggregate Consideration), and none of them shall have (A) any further obligations to the Company, any Company Stockholder or any other Person with respect to the payment of any consideration under this Agreement, or (B) any Liability with respect to the allocation of the consideration under this Agreement, and the Company and the Company Stockholders hereby irrevocably waive and release the SPAC and its Affiliates (and, on and after the Closing, the Surviving 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 Share Consideration, as the case may be, among each Company Stockholder as set forth in such Allocation Schedule.