Common use of Allocation Schedule Clause in Contracts

Allocation Schedule. 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 three (3) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the allocation 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 (i) does and will set forth (A) the number, class and series of Company Capital Stock, Company Stock Options and/or Company Warrants owned by each Pre-Closing Holder, (B) the number of shares of Domesticated Acquiror Common Stock allocated to each Company Stockholder, (C) the portion of the Cash Merger Consideration, if any, allocated to each Company Stockholder, (D) with respect to each Pre-Closing Holder of Company Stock Options, the number of shares of Domesticated Acquiror Common Stock subject to, and the exercise price per share of 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 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 conclusively rely on the Allocation Schedule (as updated prior to the Closing Date), and neither Acquiror nor its Affiliates shall have any liability with respect to the allocation of the Cash Merger Consideration or Securities Merger Consideration among the Company Stockholders or the calculation of the 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 Substitute Warrants under this Agreement.

Allocation Schedule. The Company acknowledges and agrees that (a) Attached hereto as Annex A is a schedule, prepared by the Cash Merger Consideration and Securities Merger Consideration are being allocated among Company, executed by an authorized officer of the Company Stockholders pursuant to the schedule set forth on Schedule 3.1(i) (the “Allocation Schedule”). The Allocation Schedule reflects ) setting forth the information therein equity capitalization of the Company as of the date hereof hereof, and will be updated and delivered by as of the Company to Acquiror at least three (3) Business Days prior to the anticipated Closing Date. In , including, for each caseCompany Equity Holder, the Company agrees that the allocation 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 (i) does the name and will set forth (A) the number, class and series email address of Company Capital Stock, Company Stock Options and/or Company Warrants owned by each Pre-Closing Holdersuch holder, (Bii) the number and class or series of shares Common Stock, Preferred Stock and/or Options held by such holder (and in the case of Domesticated Acquiror Common Stock allocated to each Company Stockholder, (C) the portion of the Cash Merger Consideration, if any, allocated to each Company Stockholder, (D) with respect to each Pre-Closing Holder of Company Stock Optionsan Option, the number of shares of Domesticated Acquiror Common Stock subject tounderlying the applicable Option, whether such Option is an Incentive Stock Option or a nonstatutory stock option, and the exercise price per share of Domesticated Acquiror Common Stock of(or deemed exercise price) thereof), each Substitute Option(iii) his, and her or its Applicable Percentage, (Eiv) with respect to each Pre-Closing Holder of Company WarrantsOptions and RSUs, the number of shares of Domesticated Acquiror Common Stock subject tovesting schedule and 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 Allocation Schedule after the date hereof, and if any adjustments are made to the exercise price per share 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 Domesticated Acquiror Common Stock ofthis Agreement. The Allocation Schedule and the calculations and determinations contained therein shall be prepared in accordance with the Company’s Organizational Documents, each Substitute Warrantthe DGCL and the applicable definitions contained in this Agreement. Each of Parent, Borrower and (ii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Acquiror the Merger Subs shall be entitled to conclusively rely on (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 (as updated prior to did not accurately reflect the Closing Date), and neither Acquiror nor its Affiliates shall have any liability with respect to the allocation terms of the Cash Merger Consideration or Securities Merger Consideration among the Company Stockholders or the calculation of the 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 Substitute Warrants under this AgreementCompany’s Organizational Documents.

Allocation Schedule. 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 No later than three (3) Business Days prior to the anticipated Closing Date. In , the Company shall deliver to Priveterra an allocation schedule (the “Allocation Schedule”) setting forth, after giving effect to the Subsidiary Merger and the transactions set forth on Section 1.1(e) of the Company Disclosure Schedules, (a) the number of Equity Securities held by each Company Stockholder, the number of shares of Company Common Stock subject to each Company Warrant held by each holder thereof, the number of shares of Company Common Stock subject 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, the number of shares of Company Common Stock subject to each Subsidiary Rollover Option held by each holder thereof, as well as 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 the 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, (b) 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, (c) the portion of the Transaction Share Consideration allocated to each Company agrees Stockholder pursuant to Section 2.1(b)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (d) the portion of the Contingent Consideration allocated to each Company 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 allocation among the Company Stockholders shown thereof is information and calculations delivered pursuant to clauses (a), (b), (c) and (d) of this Section 2.4 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 LawLaws 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 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. In addition, The Company will review any comments to the Allocation Schedule (i) does provided by Priveterra or any of its Representatives and will set forth (A) consider in good faith and incorporate any reasonable comments proposed by P▇▇▇▇▇▇▇▇▇ or any of its Representatives to correct inaccuracies. Notwithstanding the numberforegoing or anything to the contrary herein, class and series of Company Capital Stock, Company Stock Options and/or Company Warrants owned by each Pre-Closing Holder, (B) the aggregate number of shares of Domesticated Acquiror Class A Common Stock allocated to that each Company Stockholder, (CStockholder will have a right to receive pursuant to Section 2.1(b)(vii) the portion of the Cash Merger Consideration, if any, allocated to each Company Stockholder, (D) with respect to each Pre-Closing Holder of Company Stock Options, the number of shares of Domesticated Acquiror Common Stock subject to, and the exercise price per share of 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 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 conclusively rely on the Allocation Schedule (as updated prior rounded down to the Closing Date), and neither Acquiror nor its Affiliates shall have any liability with respect to the allocation of the Cash Merger Consideration or Securities Merger Consideration among the Company Stockholders or the calculation of the 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 Substitute Warrants under this Agreementnearest whole share.

Allocation Schedule. The Company acknowledges and agrees that (a) No later than five (5) Business Days prior to the Cash Merger Consideration and Securities Merger Consideration are being allocated among Closing Date, the Company Stockholders pursuant shall deliver to SPAC (and SPAC shall thereafter deliver to the Exchange Agent) an allocation 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 three (3) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the allocation 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: (i) does the number of Company Shares held by each Company Shareholder, the number of Company Common Shares subject to each Company Option held by each holder thereof and will set forth the exercise price 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; (ii) (A) the numbernumber of TopCo Common Shares that will be subject to each Rollover Option and Rollover RSU, class which shall be determined in accordance with Section 2.3(d), and series (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 Capital StockShares, determined by multiplying the number of Company Stock Options and/or 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 owned by 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 Pre-Closing Holder, case calculated in accordance with Section 2.3(c) and (B) the number of shares of Domesticated Acquiror Common Stock TopCo Class A Earnout Shares and TopCo Class B Earnout Shares to be allocated to each Company Stockholderholder of Assumed Warrants upon exercise of such Assumed Warrants in accordance with Section 2.8, (C) the portion of the Cash Merger Consideration, if any, allocated to in each Company Stockholder, (D) with respect to each Pre-Closing Holder of Company Stock Options, case determined by multiplying the number of shares Company Common Shares subject to the relevant Company Warrant immediately prior to the Share Exchange Effective Time by the Company Earnout Ratio; and (vii) a certification, duly executed by an authorized officer of Domesticated Acquiror Common Stock subject tothe Company, that the information delivered pursuant to clauses (i), (ii), (iii), (iv), (v) and (vi) is, and will be as of immediately prior to the exercise price per share of Domesticated Acquiror Common Stock ofShare Exchange or the Share Exchange Effective Time, each Substitute Optionas applicable, true and (E) with respect to each Pre-Closing Holder of Company Warrants, the number of shares of Domesticated Acquiror Common 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 correct in all respects and in accordance with the last sentence of this Section 2.5. The Company will review any comments to the Allocation Schedule provided by SPAC or any of its Representatives and consider and incorporate in good faith any reasonable comments proposed by SPAC or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, in no event shall (except for de minimis inaccuracies 1) the aggregate number of TopCo Common Shares set forth on the Allocation Schedule that are not material). Acquiror allocated in respect of the equity securities of the Company (assuming 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, as applicable, any applicable Law, the Governing Documents of the Company, the Company Option Plan, the Company RSU Plan or any other Contract to which the Company is a party or bound. (b) SPAC, the Exchange Agent and their respective Affiliates and Representatives shall be entitled to conclusively rely rely, without any independent investigation or inquiry, on the Allocation Schedule (as updated prior to the Closing Date)names, amounts, and neither Acquiror nor its 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 respect SPAC’s written consent, the Allocation Schedule may not be modified after delivery to SPAC except pursuant to a written instruction from the allocation Company, with certification from an authorized Representative of the Cash Merger Consideration Company that such modification is true and correct. SPAC, the Exchange Agent and their respective Affiliates and Representatives shall be entitled to rely, without any independent investigation or Securities Merger Consideration among the Company Stockholders or the calculation of the number of shares of Domesticated Acquiror Common Stock subject toinquiry, or the exercise price per share of Domesticated Acquiror Common Stock of (as applicable), Substitute Options and Substitute Warrants under this Agreementon such modified Allocation Schedule.

Allocation Schedule. The Company acknowledges and agrees that the Cash Merger Exchange Consideration and Securities Merger Consideration are is being allocated among the Company Stockholders Sellers pursuant to the schedule set forth on Schedule 3.1(i2.01(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 Acquiror SPAC at least three (3) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the allocation among the Company Stockholders Sellers shown thereof is and will be in accordance with the Governing Documents of the Company and applicable Law. In addition, the Company Allocation Schedule (iA) does and will set forth as of the date at least three (A3) Business Days prior to the anticipated Closing Date (1) the numbermailing addresses for each Seller, class and series (2) the number of Company Capital StockShares (giving effect to the Company Convertible Instrument Conversion and the Pre-Closing Reorganization), Company Stock Options and/or the number of Company Warrants and/or amount of Company Convertible Securities owned by each Pre-Closing HolderSeller, (B3) the number of shares of Domesticated Acquiror PubCo Common Stock allocated to each Company Stockholdershareholder, and (C) the portion of the Cash Merger Consideration, if any, allocated to each Company Stockholder, (D4) with respect to each Pre-Closing Holder of Seller holding Company Stock OptionsWarrants, the number of shares of Domesticated Acquiror PubCo Common Stock subject to, and the exercise price per share of Domesticated Acquiror PubCo Common Stock of, each Substitute Option, and (E) with respect to each Pre-Closing Holder of Company WarrantsReplacement Warrant, the number of shares of Domesticated Acquiror PubCo Common Stock subject to, and the exercise price per share of Domesticated Acquiror Common Stock of, each Substitute to such Replacement Warrant, and (iiB) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Acquiror PubCo shall be entitled to conclusively rely on the Company Allocation Schedule (as updated prior to the Closing Date), and neither Acquiror PubCo nor its Affiliates shall have any liability Liability with respect to the allocation of the Cash Merger Consideration or Securities Merger Exchange Consideration among the Company Stockholders or the calculation of the 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 Substitute Warrants under this Agreementshareholders.

Allocation Schedule. 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(a) At least five (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 three (35) Business Days prior to the anticipated Closing Date. In each case, SPAC shall deliver to the Company agrees that an allocation schedule (the “SPAC Allocation Schedule”) setting forth (i) the number of SPAC Class A Shares, SPAC Class B Shares and SPAC Warrants held by each holder, (ii) such holder’s name and address, and (iii) the allocation of the SPAC Merger Consideration among the holders of SPAC Class A Shares, SPAC Class B Shares and SPAC Warrants. SPAC will review any comments to the SPAC Allocation Schedule provided by the Company Stockholders shown thereof is or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by the Company or any of its Representatives. (b) Notwithstanding the foregoing or anything to the contrary herein, (i) the aggregate number of NewPubco Ordinary Shares that each SPAC Shareholder will have a right to receive (or NewPubco Warrants to be issued to each SPAC Shareholder in respect of any other Equity Securities of SPAC prior to the Closing) under this Agreement will be in accordance with rounded to the Governing Documents nearest whole share, and (ii) NewPubco and the Company will be entitled to rely upon the SPAC Allocation Schedule for purposes of allocating NewPubco Ordinary Shares to the 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 and applicable Law. In addition, Exchange Consideration among the Allocation Schedule (i) does and will set forth (A) the number, class and series holders of Company Capital StockOrdinary Shares, Company Stock Options and/or Company Warrants owned by each Pre-Closing Holder, and (Biv) the number of shares of Domesticated Acquiror Common Stock allocated NewPubco Ordinary Shares that will be subject to each Assumed Company StockholderOption 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 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, (Ci) the portion aggregate number of the Cash Merger Consideration, if any, allocated to NewPubco Ordinary Shares that each Company Stockholder, (D) with respect Shareholder will have a right to each Pre-Closing Holder of Company Stock Options, receive under this Agreement will be rounded to the number of shares of Domesticated Acquiror Common Stock subject to, and the exercise price per share of 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 Stock subject to, and the exercise price per share of Domesticated Acquiror Common Stock of, each Substitute Warrantnearest whole share, and (ii) is NewPubco and SPAC will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Acquiror shall be entitled to conclusively rely on upon the Company Allocation Schedule (as updated prior for purposes of allocating NewPubco Ordinary Shares to the Closing Date), Company Shareholders and neither Acquiror nor its Affiliates shall have any liability with respect to the allocation conversion of the Cash Merger Consideration or Securities Merger Consideration among the Company Stockholders or the calculation of the 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 Substitute Warrants under this AgreementCompany RSUs into the Assumed Company Option and Assumed Company RSUs, pursuant to Section 2.2(a).

Allocation Schedule. (a) The Company acknowledges shall prepare and agrees that deliver to Parent, in accordance with Section 5.10, to be appended as Exhibit C attached hereto, a preliminary summary of the Cash 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 Securities Merger Consideration are being allocated among (listed out separately) the aggregate Per Option Cancellation Payments, and (iv) by Company Stockholders pursuant to the schedule set forth on Schedule 3.1(i) (the “Allocation Schedule”)Equityholder, such Company Equityholder’s Pro Rata Share. 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 shall, not later than three (3) Business Days prior to the anticipated Closing, amend Exhibit C, subject to Parent’s reasonable approval, to reflect the final allocation of proceeds to be paid at the Closing Date. In each caseto the Company Equityholders based on the total number shares of Company Capital Stock and Options outstanding immediately prior to the Effective Time and the Estimated Merger Consideration as set forth in the Estimated Closing Date Statement (as amended, the “Allocation Schedule”). The Company agrees that shall prepare the allocation among the Company Stockholders shown thereof is and will be Allocation Schedule in accordance with this Agreement, the Governing Certificate of Incorporation, the Bylaws and any other applicable Organizational Documents of the Company and applicable Law. In addition, the Allocation Schedule Company. (b) With respect to: (i) does and will set forth (A) the number, class and series of Company Capital Stock, Company Stock Options and/or Company Warrants owned by each Pre-Closing Holder, (B) the number of shares of Domesticated Acquiror Common Stock allocated to each Eligible Company Stockholder, the Per Share Merger Consideration and Additional Per Share Merger Consideration (C) the portion of the Cash Merger Consideration, if any) to be received by such Eligible Company Stockholder under this Agreement shall, allocated to each Company Stockholder, (D) at the time of and with respect to each Pre-Closing Holder payment, be aggregated for all shares of Company Capital Stock Optionsheld by such Eligible Company Stockholder, and, following such aggregation, any fractional cents shall be rounded to the number nearest whole cent; and (ii) any Eligible Optionholder, his, her or its Per Option Cancellation Payment or any of shares his, her or its Additional Per Option Cancellation Payments shall, at the time of Domesticated Acquiror Common Stock subject to, and the exercise price per share of Domesticated Acquiror Common Stock of, each Substitute Option, and (E) with respect to each Pre-Closing Holder of Company Warrantspayment, the number of shares of Domesticated Acquiror Common Stock subject tobe aggregated for all Options held by such Eligible Optionholder, and the exercise price per share of Domesticated Acquiror Common Stock ofand, each Substitute Warrantfollowing such aggregation, and (ii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Acquiror any fractional cents shall be entitled to conclusively rely on the Allocation Schedule (as updated prior rounded to the Closing Date), and neither Acquiror nor its Affiliates shall have any liability with respect to the allocation of the Cash Merger Consideration or Securities Merger Consideration among the Company Stockholders or the calculation of the 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 Substitute Warrants under this Agreementnearest whole cent.

Allocation Schedule. The Company acknowledges and agrees that Attached hereto as Exhibit A is the Cash Merger Consideration and Securities Merger Consideration are being allocated among current draft of the Allocation Schedule based on currently available information. One Business Day prior to the Closing, the Company Stockholders shall deliver to Parent an updated Allocation Schedule, which Allocation Schedule shall be updated to reflect (a) the final number of shares under the heading “At-Risk Shares” and (b) the final number of shares of Parent Common Stock to be issued at Closing, the final number of Time-Based Shares and the final number of Market-Based Shares (and, 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 schedule set forth on Schedule 3.1(i) (terms of the “Allocation Schedule”). The Allocation Schedule reflects Company Rights Plan and/or the information therein as of 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 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 be updated comply with) and delivered by does not (and will not) violate any provision of the Company to Acquiror at least three (3) Business Days prior to the anticipated Closing Date. In each caseCharter Documents, the Company agrees that Rights Plan, the allocation among the Company Stockholders shown thereof is and will be in accordance with the Governing Documents of At-Risk Plan or any other agreement, arrangement or understanding to which the Company and applicable Law. In additionany holder or holders of capital stock, the Allocation Schedule (i) does and will set forth (A) the number, class and series of Company Capital Stock, Company Stock Options and/or Company Warrants owned by each Pre-Closing Holder, (B) the number of shares of Domesticated Acquiror Common Stock allocated to each Company Stockholder, (C) the portion other securities of the Cash Merger ConsiderationCompany, if anyRights or Enhanced Benefits are parties, allocated to in each Company Stockholder, (D) with respect to each Pre-case as in effect as of the Closing Holder of Company Stock Options, the number of shares of Domesticated Acquiror Common Stock subject to, and the exercise price per share of 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 Stock subject to, and the exercise price per share of Domesticated Acquiror Common Stock of, each Substitute WarrantDate, 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 Payments and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Acquiror each of Parent and the Representative shall be entitled to conclusively rely on assume the accuracy of such Allocation Schedule (as updated prior to at and after the Closing Date), and neither Acquiror nor its Affiliates shall have any liability with respect to the allocation of the Cash Merger Consideration or Securities Merger Consideration among the Company Stockholders or the calculation of the 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 Substitute Warrants under this AgreementClosing.

Allocation Schedule. The Company acknowledges and agrees that (a) No later than five (5) Business Days prior to the Cash Merger Consideration and Securities Merger Consideration are being allocated among Closing Date, the Company Stockholders pursuant shall deliver to Prospector and Newco (and Newco shall thereafter deliver to the Exchange Agent) an allocation schedule set forth on Schedule 3.1(i) (the “Allocation Schedule”) setting forth (i) 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 Prospector Amalgamation, (ii) the number of Company Shares held by each Company Shareholder 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 Amalco Common Shares and Amalco Earnout Special Shares that will be subject to each Rollover Equity Award, (iv) the portion of the Exchange Consideration allocated to each Company Shareholder determined in the manner determined under the Plan of Arrangement, (v) the number and designation of Surviving Company Warrants including Surviving Company Vesting Sponsor Warrants, held by each Investor, as applicable, after giving effect to the Company Amalgamation, (vi) the number and designation of Surviving Company Shares, Rollover Equity Awards and Surviving Company Warrants including Surviving Company Vesting Sponsor Warrants held by each holder thereof, after giving effect to the Company Amalgamation, and (vii) a certification, duly executed by an authorized officer of the Company, that the information delivered pursuant to clauses (i), (ii), (iii), (iv), (v) and (vi) is, and will be as of immediately prior to the Arrangement Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3(a). The Company will review any comments to the Allocation Schedule reflects provided by Prospector or any of its Representatives and consider and incorporate in good faith any reasonable comments proposed by Prospector or any of its Representatives. Notwithstanding the information therein as foregoing or anything to the contrary herein, (A) the aggregate number of Amalco Shares that each Company Shareholder or Prospector Shareholder will have a right to receive pursuant to the date hereof and Plan of Arrangement will be updated and delivered by the Company to Acquiror at least three (3) Business Days prior rounded down to the anticipated Closing Date. In each casenearest whole share, (B) in no event shall the aggregate number of Amalco Shares set forth on the Allocation Schedule that are allocated in respect of Company agrees that Shares and Company Equity Awards exceed the allocation among Exchange Consideration and (C) the Company Stockholders shown thereof is Allocation Schedule (and will 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 Plan and any other Contract to which the Company is a party or bound to the extent applicable Lawthereto. (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. In additionNone 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 (i) does may not be modified after delivery to Prospector and will set forth (A) Newco except pursuant to a written instruction from the numberCompany, class and series of Company Capital Stock, Company Stock Options and/or Company Warrants owned by each Pre-Closing Holder, (B) the number of shares of Domesticated Acquiror Common Stock allocated to each Company Stockholder, (C) the portion with certification from an authorized representative of the Cash Merger Consideration, if any, allocated to each Company Stockholder, (D) with respect to each Pre-Closing Holder of Company Stock Optionsthat such modification is true and correct. Prospector, the number of shares of Domesticated Acquiror Common Stock subject to, Exchange Agent and the exercise price per share of Domesticated Acquiror Common Stock of, each Substitute Option, their respective Affiliates and (E) with respect to each Pre-Closing Holder of Company Warrants, the number of shares of Domesticated Acquiror Common 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 Representatives shall be entitled to conclusively rely rely, without any independent investigation or inquiry, on the such modified Allocation Schedule (as updated prior to the Closing Date), and neither Acquiror nor its Affiliates shall have any liability with respect to the allocation of the Cash Merger Consideration or Securities Merger Consideration among the Company Stockholders or the calculation of the 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 Substitute Warrants under this AgreementSchedule.

Allocation Schedule. The Company acknowledges and agrees that No later than three Business Days prior to the Cash Merger Consideration and Securities Merger Consideration are being allocated among Closing Date, the Company Stockholders pursuant shall deliver to the SLAM an allocation schedule set forth on Schedule 3.1(i) (the “Allocation Schedule”) setting forth (a) the number of Company Shares held by each Company Shareholder, the number of Company Shares subject to each Company Equity Award held by each holder thereof, as well as whether each such Company Equity Award will be a Vested Company Option or an Unvested Company Option as of immediately prior to the Second Effective Time, 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). The Allocation Schedule reflects , (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 therein as of the date hereof delivered pursuant to clause (a), clause (b), clause (c) and clause (d) is, and will be updated and delivered by the Company to Acquiror at least three (3) Business Days as of immediately prior to the anticipated Closing Date. In each caseSecond Effective Time, the Company agrees that the allocation among the Company Stockholders shown thereof is true and will be correct in all respects and in accordance with the last sentence of this Section 2.3. The Company will review any comments to the Allocation Schedule provided by SLAM or any of its Representatives and consider in good faith any reasonable comments proposed by SLAM or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) 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 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 and applicable Law. In addition, the Allocation Schedule (i) does and will set forth (A) the number, class and series of Company Capital Stock, Company Stock Options and/or Company Warrants owned by each Pre-Closing Holder, (B) the number of shares of Domesticated Acquiror Common Stock allocated to each Company Stockholder, (C) the portion of the Cash Merger Consideration, if any, allocated to each Company Stockholder, (D) with respect to each Pre-Closing Holder of Company Stock Options, the number of shares of Domesticated Acquiror Common Stock subject to, and the exercise price per share of 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 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 conclusively rely on the Allocation Schedule (as updated effect immediately prior to the Closing Date)Second Effective Time, and neither Acquiror nor its Affiliates shall have any liability with respect to the allocation of the Cash Merger Consideration or Securities Merger Consideration among the Company Stockholders Equity Plan and any other Contract to which the Company is a party or the calculation of the 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 Substitute Warrants under this Agreementbound.

Allocation Schedule. 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 No later than three (3) Business Days prior to the anticipated Closing Date. In , the Company shall deliver to Priveterra an allocation schedule (the “Allocation Schedule”) setting forth, after giving effect to the Subsidiary Merger and the transactions set forth on Section 1.1(e) of the Company Disclosure Schedules, (a) the number of Equity Securities held by each Company Stockholder, the number of shares of Company Common Stock subject to each Company Warrant held by each holder thereof, the number of shares of Company Common Stock subject 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, the number of shares of Company Common Stock subject to each Subsidiary Rollover Option held by each holder thereof, as well as 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 the 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, (b) 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, (c) the portion of the Transaction Share Consideration allocated to each Company agrees Stockholder pursuant to Section 2.1(b)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (d) the portion of the Contingent Consideration allocated to each Company 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 allocation among the Company Stockholders shown thereof is information and calculations delivered pursuant to clauses (a), (b), (c) and (d) of this Section 2.4 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 LawLaws 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 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. In addition, The Company will review any comments to the Allocation Schedule (i) does provided by Priveterra or any of its Representatives and will set forth (A) consider in good faith and incorporate any reasonable comments proposed by ▇▇▇▇▇▇▇▇▇▇ or any of its Representatives to correct inaccuracies. Notwithstanding the numberforegoing or anything to the contrary herein, class and series of Company Capital Stock, Company Stock Options and/or Company Warrants owned by each Pre-Closing Holder, (B) the aggregate number of shares of Domesticated Acquiror Class A Common Stock allocated to that each Company Stockholder, (CStockholder will have a right to receive pursuant to Section 2.1(b)(vii) the portion of the Cash Merger Consideration, if any, allocated to each Company Stockholder, (D) with respect to each Pre-Closing Holder of Company Stock Options, the number of shares of Domesticated Acquiror Common Stock subject to, and the exercise price per share of 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 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 conclusively rely on the Allocation Schedule (as updated prior rounded down to the Closing Date), and neither Acquiror nor its Affiliates shall have any liability with respect to the allocation of the Cash Merger Consideration or Securities Merger Consideration among the Company Stockholders or the calculation of the 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 Substitute Warrants under this Agreementnearest whole share.

Allocation Schedule. The Company acknowledges and agrees that No later than five (5) Business Days prior to the Cash Merger Consideration and Securities Merger Consideration are being allocated among Closing Date, the Company Stockholders pursuant shall deliver to the CPUH an allocation schedule set forth on Schedule 3.1(i) (the “Allocation Schedule”). The Allocation Schedule reflects ) setting forth (a) the information therein number of Equity Securities held by each Company Stockholder or holder of Company Options, Company RSU Awards, Company Warrants and Company Convertible Notes, as applicable, the number of shares of Company Common Stock subject to each Company Option, Company RSU Award, Company Warrant or Company Convertible Note, as applicable, held by each holder thereof as of the date hereof and will be updated and delivered by the Company to Acquiror at least three (3) Business Days immediately prior to the anticipated Closing Date. In Intermediate Merger Effective Time, as well as whether (i) each case, the such Company agrees that the allocation among the Company Stockholders shown thereof is and 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 accordance with the Governing Documents case of the Company Options and applicable Law. In additionthe Company Warrants, as applicable, the Allocation Schedule (i) does exercise price thereof, as well as reasonably detailed calculations with respect to the components and will set forth (A) the number, class and series of Company Capital Stock, Company Stock Options and/or Company Warrants owned by each Pre-Closing Holdersubcomponents thereof, (Bb) the number of shares of Domesticated Acquiror Pubco Common Stock allocated that will be subject to each Rollover Option, Rollover RSU and Assumed Warrant and the exercise price of each such Rollover Option and Company StockholderWarrant 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, (Cc) the portion of the Cash Aggregate Intermediate Merger Consideration, if any, Closing Merger Consideration allocated to each Company StockholderStockholder pursuant to Section 2.1(a)(xv), (D) as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (d) the portion of the Aggregate Intermediate Merger Closing Merger Consideration allocated to each Pre-Closing Holder holder of a Company Stock OptionsConvertible 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, in the event that any Contingency Consideration becomes payable, as well as reasonably detailed calculations with respect to the components and subcomponents thereof. The Company will review any comments to the Allocation Schedule provided by CPUH or any of its Affiliates or Representatives and consider in good faith and incorporate any reasonable comments proposed by CPUH or any of its Affiliates or Representatives to correct inaccuracies or otherwise clarify any information contained in the Allocation Schedule. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of shares of Domesticated Acquiror Pubco Common Stock subject to, and the exercise price per share of Domesticated Acquiror Common Stock of, that each Substitute Option, and (ECompany Stockholder will have a right to receive pursuant to Section 2.1(a)(xv) with respect to each Pre-Closing Holder of Company Warrants, the number of shares of Domesticated Acquiror Common 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 conclusively rely on the Allocation Schedule (as updated prior rounded down to the Closing Date), and neither Acquiror nor its Affiliates shall have any liability with respect to the allocation of the Cash Merger Consideration or Securities Merger Consideration among the Company Stockholders or the calculation of the 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 Substitute Warrants under this Agreementnearest whole share.

Allocation Schedule. 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(a) (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 three (3) Business Days prior to the anticipated Closing Date. In each casesets forth, the Company agrees that the allocation among the Company Stockholders shown thereof is and will be in accordance with the Governing Documents of the Company and applicable Law. In additionwithout limitation, the Allocation Schedule (i) does the name, address and will set forth (A) the number, class and series email address of Company Capital Stock, Company Stock Options and/or Company Warrants owned by each Pre-Closing HolderEquityholder, (Bii) the number of shares Company Shares and Company Options held by each Equityholder (iii) the exercise price of Domesticated Acquiror Common Stock allocated each Vested Option and Unvested Option (the “Exercise Price”), (iv) the vesting schedule of each Unvested Option, (v) the amount of cash payable to each Company Stockholdersuch Equityholder (prior to applicable withholding) at the Closing, (Cvi) the portion Pro Rata Share of the Cash Merger Consideration, if any, allocated to each Company Stockholder, (D) Equityholder including with respect to each Pre-Closing Holder of Company Stock OptionsOptionholder, the number of shares of Domesticated Acquiror Common Stock subject toPro Rata Share attributable to such Optionholder’s Vested Options and Unvested Options and (vii) the deductions applicable to such Equityholder with respect to the Adjustment Holdback Amount, the Expense Fund and the exercise price per share Retained Closing Amount. (b) Each of Domesticated Acquiror Common Stock ofthe parties hereby acknowledges and agrees (i) with the allocations and calculation set forth in the Allocation Schedule, each Substitute Option(ii) that the preparation and accuracy of 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 (Eiii) that Purchaser and, Company, the Paying Agent and the Section 102 Trustee shall be entitled to rely thereon without independent verification, and to make payments in accordance therewith, without any obligation to investigate or verify the accuracy or correctness thereof. Neither Purchaser nor the Company, Paying Agent or the Section 102 Trustee shall have any liability to any Seller, Optionholder or any other Person with respect to each Pre-Closing Holder any claim that the amounts payable pursuant to the Allocation Schedule are incomplete or inaccurate or that such Person was entitled to receive payment of Company Warrants, any other amount (subject to actual payment of the number amounts specified in this Agreement. (c) It is understood that the Allocation Schedule is subject to change to give effect to (i) preferences of the holders of preferred shares of Domesticated Acquiror Common Stock subject to, and the exercise price per share of Domesticated Acquiror Common Stock of, each Substitute Warrant, Company immediately prior to the Closing and (ii) is and Unvested Options which have become Deemed Vested Options under this Agreement. Following each distribution of cash made under this Agreement by Purchaser to the Paying Agent, the Sellers’ Representative will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Acquiror shall be entitled provide to conclusively rely on the Paying Agent an updated Allocation Schedule (as updated prior after providing the Purchaser reasonable opportunity to review and comment on such update) on the basis of which the cash distributed to the Closing Date), and neither Acquiror nor its Affiliates shall have any liability with respect Paying Agent will be distributed to the allocation of the Cash Merger Consideration or Securities Merger Consideration among the Company Stockholders or the calculation of the 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 Substitute Warrants under this AgreementEquityholders.

Allocation Schedule. The Company acknowledges and agrees that No later than five Business Days prior to the Cash Merger Consideration and Securities Merger Consideration are being allocated among Closing Date, the Company Stockholders pursuant shall deliver to the Acquiror an allocation 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 three ) setting forth: (3a) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the allocation 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 (i) does and will set forth (A) the number, class and series of Company Capital Stock, Company Stock Options and/or Company Warrants owned by each Pre-Closing Holder, (B) the number of shares of Domesticated Acquiror Company Common Stock allocated 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 Pixel Labs Merger Agreement, (ii) the number of shares of Company Common Stock subject to each Company StockholderAward held by each holder thereof, and (iii) in the case of the Company Options, the exercise price thereof, (Cb) the portion of the Cash Aggregate Merger Consideration, if any, Consideration allocated to each holder of Company StockholderCommon Stock or Consideration Share Entitlement pursuant to Section 3.1(b), and (c) on a holder-by-holder basis and award-by-award basis, (Di) each Acquiror Option that will be outstanding as of the Closing, and, with respect to each Pre-Closing Holder of Company Stock Optionssuch Acquiror Option, the number of shares of Domesticated Acquiror Post-Merger Class B Common Stock subject to, issuable upon exercise of such Acquiror Option and the exercise price per share of Domesticated such Acquiror Common Stock of, each Substitute Option, (ii) each Adjusted Restricted Stock Award that will be outstanding as of the Closing and (E) with respect to each Pre-Closing Holder of Company Warrants, the number of shares of Domesticated Acquiror Post-Merger Class B Common Stock subject toto such Adjusted Restricted Stock Award, and the exercise price per share (iii) each Adjusted RSU that will be outstanding as 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 conclusively rely on the Allocation Schedule (as updated prior to the Closing Date), and neither Acquiror nor its Affiliates shall have any liability with respect to the allocation of the Cash Merger Consideration or Securities Merger Consideration among the Company Stockholders or the calculation of the number of shares of Domesticated Acquiror Post-Merger Class B Common Stock subject toto such Adjusted RSU, or in each case, including a reasonably detailed itemization of the exercise price per share of Domesticated components thereof. The Company will review any comments to the Allocation Schedule provided by Acquiror Common Stock of (as applicable), Substitute Options and Substitute Warrants under this Agreementconsider in good faith and incorporate any reasonable comments proposed by Acquiror to correct inaccuracies.

Allocation Schedule. The Company acknowledges and agrees that (a) No later than five (5) Business Days prior to the Cash Merger Consideration and Securities Merger Consideration are being allocated among Closing Date, the Company Stockholders pursuant shall deliver to FEAC and Newco (and Newco shall thereafter deliver to the Exchange Agent) an allocation schedule set forth on Schedule 3.1(i) (the “Allocation Schedule”). The Allocation Schedule reflects ) setting forth (i) the number of Company Shares held by each Company Shareholder, the number of Company Common Shares that will be issued to the holders of the Company Convertible Notes as set out in the Plan of Arrangement, the number of Company Warrants and the number of Company Shares subject to each Company Equity Award held by each holder thereof and, in the case of each Company Option, the exercise price thereof, (ii) (x) the number of Newco Shares that will be issued to each Company Shareholder, (y) the 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 Exchange Consideration allocated to each Company Shareholder, Company Equity Award holder and Company Warrant Holder, and (iv) a certification, duly executed by an authorized officer of the Company, that the information therein as of the date hereof delivered pursuant to clauses (i), (ii), and (iii) is, and will be updated as of immediately prior to the Closing, true and delivered correct in all respects. The Company will review any comments to the Allocation Schedule provided by FEAC or any of its Representatives and consider and incorporate in good faith any reasonable comments proposed by FEAC or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) 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 Newco Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares, the aggregate number of Rollover Equity 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 (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 Agreements, the Company Equity Plan and any other Contract to Acquiror at least three which the Company is a party or bound to the extent applicable thereto. (3b) No later than five (5) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the allocation among the Company Stockholders shown thereof is and will be in accordance with the Governing Documents of FEAC shall deliver to the Company and applicable Law. In addition, the Allocation Schedule Newco a statement setting forth (i) does and will set forth (A) the number, class and series of Company Capital Stock, Company Stock Options and/or Company Warrants owned by each Pre-Closing Holder, (B) the number of shares of Domesticated Acquiror Common Stock allocated FEAC Class A Shares expected to each Company Stockholderbe outstanding after giving effect to the Class B Conversion and the FEAC Shareholder Redemptions, (Cii) the portion amount of the Cash Merger Consideration, if any, allocated to each Company StockholderUnpaid FEAC Expenses and Unpaid FEAC Liabilities, (Diii) with respect the amount expected to each Pre-Closing Holder of Company Stock Optionsremain in Trust Account after giving effect to the FEAC Shareholder Redemptions, (iv) the number of shares of Domesticated Acquiror Common Stock subject to, and the exercise price per share of Domesticated Acquiror Common Stock of, each Substitute OptionAggregate Transaction Proceeds, and (Ev) with respect a certification, duly executed by an authorized officer of FEAC, that the information delivered pursuant to each Pre-Closing Holder of Company Warrantsclauses (i), the number of shares of Domesticated Acquiror Common Stock subject to(ii), (iii) and (iv) is, and the exercise price per share will be as 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 conclusively rely on the Allocation Schedule (as updated immediately prior to the Closing Date), true and neither Acquiror nor its Affiliates shall have correct in all respects. FEAC will review any liability with respect comments to the allocation of the Cash Merger Consideration or Securities Merger Consideration among statement provided by the Company Stockholders or any of its Representatives and consider and incorporate in good faith any reasonable comments proposed by the calculation Company or any of the 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 Substitute Warrants under this Agreementits Representatives.

Allocation Schedule. The Company acknowledges and agrees that At least five (5) Business Days prior to the Cash Merger Consideration and Securities Merger Consideration are being allocated among Closing Date, the Company Stockholders pursuant shall deliver to the DAAQ an allocation schedule set forth on Schedule 3.1(i) (the “Allocation Schedule”). The Allocation Schedule reflects ) setting forth (i) its good faith calculation of the information therein Equity Value (including the Company’s good faith calculation of the Company’s Indebtedness and unrestricted cash, in each case, as of the date hereof Closing 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 Shareholder, (iv) 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 Coverage Warrants held by each Company Shareholder, (vi) the Applicable Post-Closing Coverage Warrant Price and Applicable Post-Closing Coverage Warrant Number for each Company Coverage Warrant, the portion of the Merger Consideration allocated to each Company Equity Award and each Company Coverage Warrant pursuant to Section 3.3 and Section 3.4, respectively, and the Per Class A Share Stock Consideration or Per Class B Share Stock Consideration, as applicable, allocated to each Company Share pursuant to Section 3.2, as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (vii) a certification, duly executed by an authorized officer of the Company, 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 (i) through (vi) are, and will be updated and delivered by the Company to Acquiror at least three (3) Business Days as of immediately prior to the anticipated Closing Date. In each caseEffective Time, the Company agrees that the allocation among the Company Stockholders shown thereof is (A) true and will be correct in all respects and (B) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company Company, and applicable Law. In additionLaws and, in the Allocation Schedule (i) does and will set forth (A) the number, class and series of Company Capital Stock, Company Stock Options and/or Company Warrants owned by each Pre-Closing Holder, (B) the number of shares of Domesticated Acquiror Common Stock allocated to each Company Stockholder, (C) the portion case of the Cash Merger ConsiderationCompany Equity Awards, if any, allocated to each in accordance with the applicable Company Stockholder, (D) Equity Plan and any applicable grant or similar agreement with respect to each Pre-Closing Holder Company Equity Award. The Company will review any comments to the Allocation Schedule provided by DAAQ or any of Company Stock Optionsits Representatives and consider in good faith and incorporate any reasonable comments proposed by DAAQ or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of shares of Domesticated Acquiror Common Stock subject to, and the exercise price per share of 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 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 conclusively rely PubCo Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (as updated prior or, for the avoidance of doubt, the Company Shareholders) exceed the Merger Consideration and (y) DAAQ and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Closing Date)Company Shareholders under this Agreement or under the Exchange Agent Agreement, and neither Acquiror nor its Affiliates shall have any liability with respect to the allocation of the Cash Merger Consideration or Securities Merger Consideration among the Company Stockholders or the calculation of the 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 Substitute Warrants under this Agreement.

Allocation Schedule. The Company acknowledges and agrees that (a) No later than five (5) Business Days prior to the Cash Merger Consideration and Securities Merger Consideration are being allocated among Closing Date, the Company Stockholders pursuant shall deliver to SOAC (and SOAC shall thereafter deliver to the Exchange Agent) an allocation schedule set forth on Schedule 3.1(i) (the “Allocation Schedule”) setting forth (i) the number of Company Shares held by each Company Shareholder 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, (ii) 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 to 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 Company Common Shares 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, and (z) the portion of the Company Earnout Shares to be allocated to each holder of 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 SOAC Common Shares Consideration allocated to each Company Shareholder, determined by multiplying the number of Company Shares held by such Company Shareholder immediately prior to the Effective Time by the Per Share Consideration, (v) the portion of the Company Earnout Shares to be allocated to each 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 aggregate number of Company Shares held by such Company Shareholder by the number of Company Fully Diluted Shares, (vi) the Company’s good faith calculation of Net Group Company Cash, together with reasonable supporting detail as to such calculation, and (vii) a certification, duly executed by an authorized officer of the Company, that the information delivered pursuant to clauses (i), (ii), (iii), (iv), (v) and (vi) 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 2.4. The Company will review any comments to the Allocation Schedule reflects provided by SOAC or any of its Representatives and consider and incorporate in good faith any reasonable comments proposed by SOAC or any of its Representatives. Notwithstanding the information therein foregoing or anything to the contrary herein, (1) 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 date hereof and Effective Time will be updated rounded down to the nearest whole share, (2) in no event shall the aggregate number of SOAC Common Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares and delivered by Company Equity Awards or that are issuable to the Company to Acquiror at least three Equityholders hereunder exceed the SOAC Common Shares Consideration and (3) Business Days prior to in no event shall the anticipated Closing Date. In each caseAllocation Schedule (or the calculations or determinations therein) breach, the Company agrees that the allocation among the Company Stockholders shown thereof is and will be in accordance with 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 and applicable Lawtheir 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. In additionNone 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 (i) does and will set forth (A) may not be modified after delivery to SOAC except pursuant to a written instruction from the numberCompany, class and series of Company Capital Stock, Company Stock Options and/or Company Warrants owned by each Pre-Closing Holder, (B) the number of shares of Domesticated Acquiror Common Stock allocated to each Company Stockholder, (C) the portion with certification from an authorized representative of the Cash Merger Consideration, if any, allocated to each Company Stockholder, (D) with respect to each Pre-Closing Holder of Company Stock Optionsthat such modification is true and correct. SOAC, the number of shares of Domesticated Acquiror Common Stock subject to, Exchange Agent and the exercise price per share of Domesticated Acquiror Common Stock of, each Substitute Option, their respective Affiliates and (E) with respect to each Pre-Closing Holder of Company Warrants, the number of shares of Domesticated Acquiror Common 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 Representatives shall be entitled to conclusively rely rely, without any independent investigation or inquiry, on the such modified Allocation Schedule (as updated prior to the Closing Date), and neither Acquiror nor its Affiliates shall have any liability with respect to the allocation of the Cash Merger Consideration or Securities Merger Consideration among the Company Stockholders or the calculation of the 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 Substitute Warrants under this AgreementSchedule.

Allocation Schedule. The Company acknowledges and agrees that (a) No later than five (5) Business Days prior to the Cash Merger Consideration and Securities Merger Consideration are being allocated among Closing Date, the Company Stockholders pursuant shall deliver to Acquiror (and Acquiror shall thereafter deliver to the Exchange Agent) an allocation schedule set forth on Schedule 3.1(i(including the Earnout Shares) (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 three (3) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the allocation 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 (i) does and will set forth (A) the number, class and series of Company Capital Stock, Company Stock Options and/or Company Warrants owned by each Pre-Closing Holder, (B) the number of shares of Domesticated Company Common Stock (including Company Restricted Stock) held by each Company Stockholder after giving effect to the Company SAFE Conversions and the number 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 Option and the exercise price thereof at the First Effective Time, in each case 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 Stock held by such Company Stockholder immediately prior to the First Effective Time by the Per Share Consideration, (Civ) the portion of the Cash Merger Consideration, if any, Consideration (including the Earnout Shares) allocated to each Company Stockholder, (D) with respect to each Pre-Closing Holder of Company Stock Options, determined by multiplying the number of shares of Domesticated Acquiror Company Common Stock subject to, and (or equivalents thereof) held by such Company Stockholder immediately prior to the exercise price per share of Domesticated Acquiror Common Stock of, each Substitute OptionFirst Effective Time by the Per Share Consideration, and (Ev) a certification, duly executed by an authorized officer of the Company, that the information delivered in the Allocation Schedule is and, as of immediately prior to the First Effective Time, will be true and correct in all respects and in accordance with respect the last sentence of this Section 2.06. The Company will review any comments to each Pre-Closing Holder the Allocation Schedule provided by Acquiror or any of Company Warrantsits Representatives and consider in good faith any reasonable comments proposed by Acquiror or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) the aggregate number of shares of Domesticated Acquiror Common Stock subject tothat 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, and (y) in no event shall the exercise price per share aggregate number of Domesticated shares of Acquiror Common Stock of, each Substitute Warrant, 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 Closing Date exceed the Merger Consideration (including the Earnout Shares) and (iiz) 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 will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Acquiror their respective Affiliates and Representatives shall be entitled to conclusively rely 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 Schedule. Except with Acquiror’s written consent (as updated prior to the Closing Datewhich consent shall not be unreasonably withheld, conditioned or delayed), and neither the Allocation Schedule may not be modified after delivery to Acquiror nor its Affiliates shall have any liability except pursuant to a written instruction from the Company, with respect to the allocation certification from an authorized representative of the Cash Merger Consideration Company that such modification is true and correct. Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall be entitled to rely, without any independent investigation or Securities Merger Consideration among the Company Stockholders or the calculation of the number of shares of Domesticated Acquiror Common Stock subject toinquiry, or the exercise price per share of Domesticated Acquiror Common Stock of (as applicable), Substitute Options and Substitute Warrants under this Agreementon such modified Allocation Schedule.

Allocation Schedule. 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(a) At least five (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 three (35) Business Days prior to the anticipated Closing Date. In each case, SPAC shall deliver to the Company agrees that an allocation schedule (the “SPAC Allocation Schedule”) setting forth (i) the number of SPAC Class A Shares, SPAC Class B Shares and SPAC Warrants held by each holder, (ii) such holder’s name and address, and (iii) the allocation of the SPAC Merger Consideration among the holders of SPAC Class A Shares, SPAC Class B Shares and SPAC Warrants. SPAC will review any comments to the SPAC Allocation Schedule provided by the Company Stockholders shown thereof is or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by the Company or any of its Representatives. (b) Notwithstanding the foregoing or anything to the contrary herein, (i) the aggregate number of NewPubco Ordinary Shares that each SPAC Shareholder will have a right to receive (or NewPubco Warrants to be issued to each SPAC Shareholder in respect of any other Equity Securities of SPAC prior to the Closing) under this Agreement will be in accordance with rounded to the Governing Documents nearest whole share, and (ii) NewPubco and the Company will be entitled to rely upon the SPAC Allocation Schedule for purposes of allocating NewPubco Ordinary Shares to the 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 and applicable Law. In addition, Merger Consideration among the Allocation Schedule (i) does and will set forth (A) the number, class and series holders of Company Capital StockShares, Company Stock Options and/or Company Warrants owned by each Pre-Closing Holder, and (Biv) the number of shares of Domesticated Acquiror Common Stock allocated NewPubco Ordinary Shares that will be subject to each Assumed Company StockholderOption and Converted Warrants, which shall be determined in accordance with Section 2.2(e). The Company will review any comments to the Company 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, (Ci) the portion aggregate number of the Cash Merger Consideration, if any, allocated to NewPubco Ordinary Shares that each Company Stockholder, (D) with respect Shareholder will have a right to each Pre-Closing Holder of Company Stock Options, receive under this Agreement will be rounded to the number of shares of Domesticated Acquiror Common Stock subject to, and the exercise price per share of 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 Stock subject to, and the exercise price per share of Domesticated Acquiror Common Stock of, each Substitute Warrantnearest whole share, and (ii) is NewPubco and SPAC will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Acquiror shall be entitled to conclusively rely on upon the Company Allocation Schedule (as updated prior for purposes of allocating NewPubco Ordinary Shares to the Closing Date), Company Shareholders and neither Acquiror nor its Affiliates shall have any liability with respect to the allocation conversion of the Cash Merger Consideration or Securities Merger Consideration among Company Options into the Assumed Company Stockholders or the calculation of the number of shares of Domesticated Acquiror Common Stock subject toOption, or the exercise price per share of Domesticated Acquiror Common Stock of (as applicablepursuant to Section 2.2(a), Substitute Options and Substitute Warrants under this Agreement.

Allocation Schedule. 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(a) (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 No later than three (3) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that shall deliver to Acquiror (and Acquiror shall thereafter deliver to the Exchange Agent) an allocation among schedule (the Company Stockholders shown thereof is and will be in accordance with the Governing Documents of the Company and applicable Law. In addition“Allocation Schedule”), the Allocation Schedule setting forth (i) does and will set forth (A) the number, class and series of Company Capital Stock, Company Stock Options and/or Company Warrants owned by each Pre-Closing Holder, (B) the number of shares of Domesticated Company Stock held by each Company Stockholder after giving effect to the Preferred Stock Conversion and the number of shares of Company Common Stock subject 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 Acquiror Common Stock Consideration allocated to each Company Stockholder, determined by multiplying the number of shares of Company Stock held by such Company Stockholder immediately prior to the Effective Time by the Per Share Consideration, (Cv) the portion of the Cash Merger Consideration, if any, Earnout Stock to be allocated to each Company StockholderStockholder pursuant to and in accordance with Section 2.09, (D) with respect to each Pre-Closing Holder which shall be allocated on a pro rata basis which shall be determined by dividing the aggregate number of shares of Company Stock Options, held by such Company Stockholder by the number of shares of Domesticated Acquiror Common Company Fully Diluted Stock, (vi) the portion of the Earnout Stock subject to, and the exercise price per share of Domesticated Acquiror Common Stock of, each Substitute Option, and (E) with respect to be allocated to each Pre-Closing Holder holder of Assumed Warrants, which shall be allocated on a pro rata basis determined by dividing the aggregate number of shares of Company Warrants, Stock held by such holder of Assumed Warrants on an as-converted basis by the number of shares of Domesticated Company Fully Diluted Stock, (vii) the portion of the Company RSUs to be allocated pursuant to the terms of this Agreement and (viii) a certification, duly executed by an authorized officer of the Company, in his or her capacity as an officer of the Company and not in his or her individual capacity, that the information delivered in the Allocation Schedule is and, as of immediately prior to the Effective Time, will be true and correct in all respects. The Company will review any comments to the Allocation Schedule provided by Acquiror or any of its Representatives and consider in good faith any reasonable comments proposed by 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 subject tothat 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, and in no event shall the exercise price per share aggregate number of Domesticated shares of 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 conclusively rely set forth on the Allocation Schedule 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 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 aggregate amount Transaction Expenses, and any corresponding Expense Shortfall, no later than four (as updated 4) Business Days prior to the Closing Date), which figure the Company shall be entitled to rely on for all purposes in preparation of the Allocation Statement. (b) Acquiror, the Exchange Agent and neither Acquiror 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 its 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 respect Acquiror’s written consent, the Allocation Schedule shall not be deemed formally modified for purposes of this Agreement after its initial delivery to Acquiror except pursuant to a written instruction from the allocation Company, with certification from an authorized representative of the Cash Merger Consideration Company that such modification is true and correct. Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall then be entitled to rely, without any independent investigation or Securities Merger Consideration among the Company Stockholders or the calculation of the number of shares of Domesticated Acquiror Common Stock subject toinquiry, or the exercise price per share of Domesticated Acquiror Common Stock of (as applicable), Substitute Options and Substitute Warrants under this Agreementon such modified Allocation Schedule.

Allocation Schedule. The Company acknowledges and agrees that (a) No later than two (2) Business Days prior to the Cash Merger Consideration and Securities Merger Consideration are being allocated among Closing Date, the Company Stockholders pursuant shall deliver to Acquiror a schedule executed by an authorized officer of the schedule set forth on Schedule 3.1(i) Company (the “Allocation Schedule”). The Allocation Schedule reflects ) setting forth the information therein equity capitalization of the Company as of the date hereof Closing including, for each holder of Company Capital Stock and will be updated and delivered by the Company to Acquiror at least three (3) Business Days prior to the anticipated Closing Date. In each caseAwards, the Company agrees that the allocation 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 (i) does and will set forth (A) the number, class name and series email address of Company Capital Stock, Company Stock Options and/or Company Warrants owned by each Pre-Closing Holdersuch holder, (B) the number and class or series of shares of Domesticated Acquiror Common Company Capital Stock allocated to each and Company StockholderAwards held by such holder, (C) the portion of the Cash Aggregate Merger Consideration, if any, allocated Consideration payable to each such holder in respect of the Company Stockholder, Capital Stock and Company Awards held by such holder (Dand (x) with respect to each Pre-Closing Holder in the case of a Company Stock OptionsOption, the number of shares of Domesticated Acquiror Common Stock subject tounderlying the applicable Acquiror Option, and the exercise price per share of Domesticated Acquiror Common Stock of, each Substitute Option, thereof and (Ey) with respect to each Pre-Closing Holder in the case of Company Warrantsa Restricted Stock Award, the number of shares of Domesticated Acquiror Common Stock subject tounderlying the applicable Adjusted Restricted Stock Award) and (D) with respect to Company Awards, the vesting schedule and expiration or termination dates thereof. Except in order to effectuate the Company Preferred Conversion, the Company Warrant Settlement and the conversion of the Convertible Notes prior to the Closing, the Company shall not permit the exercise of any Company Option or Company Warrant from and after the delivery of the 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 exercise price per share Allocation by the Company at Acquiror’s request prior to the Closing, such adjusted Allocation Schedule shall thereafter become the Allocation Schedule for all purposes of Domesticated this Agreement. The Allocation Schedule and the calculations and determinations contained therein shall be prepared in accordance with the Company’s Governing Documents, the DGCL and the applicable definitions contained in this Agreement. Each of 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 Merger Sub shall be entitled to conclusively rely on (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 (as updated prior to did not accurately reflect the Closing Date), and neither Acquiror nor its Affiliates shall have any liability with respect to the allocation terms of the Cash Merger Consideration or Securities Merger Consideration among the Company Stockholders or the calculation of the 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 Substitute Warrants under this AgreementCompany’s Governing Documents.

Allocation Schedule. The Company acknowledges and agrees that (i) the Cash Closing Merger Consideration and Securities Merger Consideration are is being allocated among the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among the holders of Company Stockholders Common Shares as of immediately prior to the Closing (including, for the avoidance of doubt, the holders of Company Restricted Stock Awards), in each case pursuant to the schedule set forth on Schedule 3.1(iSection 2.2(f) of the Company Schedules (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 Rotor at least three (3) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the Date and such allocation among the Company Stockholders shown thereof (i) is and will be in accordance with the Governing Documents of the Company, the Company Shareholder Agreements and applicable Law. In addition, the Allocation Schedule (iii) does and will set forth (A) the numbermailing addresses and email addresses, class and series of Company Capital Stock, Company Stock Options and/or Company Warrants owned by for each Pre-Closing Holder, (B) the number and class of shares of Domesticated Acquiror Common Stock allocated to Equity Securities owned by each Company StockholderPre-Closing Holder, (C) the portion of the Cash Closing Merger Consideration, if any, Consideration and the Contingent Merger Consideration that would be allocated to each Company StockholderPre-Closing Holder (assuming, for such purpose, that the Contingent Merger Consideration is fully earned), (D) with respect to each Pre-Closing Holder of Company Stock Options, the number of shares of Domesticated Acquiror Rotor Common Stock Shares subject to, and the exercise price per share of Domesticated Acquiror Rotor Common Stock Share of, each Substitute Rotor Option, and (E) with respect to each Pre-Closing Holder of Company WarrantsRestricted Stock Awards, the number of shares of Domesticated Acquiror Rotor Common Shares subject to each Adjusted Restricted Stock subject to, and the exercise price per share of Domesticated Acquiror Common Stock of, each Substitute WarrantAward, and (iiF) 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 accurate in all respects (except for de minimis inaccuracies that are not material). Acquiror Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule, Rotor and its respective Affiliates shall be entitled deemed to conclusively rely on the Allocation Schedule (as updated prior have satisfied all obligations with respect to the Closing Datepayment 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 neither Acquiror nor its Affiliates none of them shall have (I) any liability 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 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 Cash Merger Consideration or Securities Merger Consideration among the Company Stockholders or the calculation of the 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 Substitute Warrants 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 the case may be, among each Pre-Closing Holder as set forth in such Allocation Schedule.