Common use of Allocation Schedule Clause in Contracts

Allocation Schedule. No later than three (3) Business Days prior to the Closing Date, 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 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 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 Laws and, in the case of Company Options, the Company Equity Plan and any applicable grant or similar agreement with respect to any such Company Option and, in the case of the Subsidiary Rollover Options, the Subsidiary Equity Plan and any applicable grant or similar agreement with respect to any such Subsidiary Rollover Option and, in the case of the Company Warrant, the terms of the applicable warrant agreement. The Company will review any comments to the Allocation Schedule provided by Priveterra or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by Xxxxxxxxxx or any of its Representatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of shares of Class A Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(vii) will be rounded down to the nearest whole share.

Allocation Schedule. No later than three The Company acknowledges and agrees that (3i) Business Days prior the Total Merger Consideration is being allocated among the Pre-Closing Holders pursuant to the schedule to be delivered to PTAC in connection with the Closing Date, the Company shall deliver Statement pursuant to Priveterra an allocation schedule Section 2.3(e) (the “Allocation Schedule”) setting forthand such allocation (i) is and will be in accordance with the Governing Documents of the Company, after giving effect to the Subsidiary Merger Company Shareholder Agreements and the transactions applicable Law, (ii) does and will set forth on Section 1.1(e(A) of the Company Disclosure Schedulesmailing addresses, telephone numbers and email addresses, for each Pre-Closing Holder, (aB) the number and class of Equity Securities held owned by each Company StockholderPre-Closing Holder, 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 (C) with respect to any Pre-Closing Holder that is a holder of Canceled Warrants, 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 aggregate exercise price of each payable for such Rollover Option at the Effective Time, in each case, determined in accordance with Section 2.5, as well as reasonably detailed calculations Pre-Closing Holder with respect to the components and subcomponents thereofsuch Canceled Warrants, (cD) the portion of the Transaction Share Total Merger Consideration allocated to each Company Stockholder pursuant to Section 2.1(b)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereof, Pre-Closing Holder (d) divided into the portion of the Contingent Consideration allocated Aggregate Stock Consideration, and the Earn Out Shares and the Cash Funding Amount payable to each Company Stockholdersuch Pre-Closing Holder), in the event that any Contingent Consideration becomes payable, as well as reasonably detailed calculations (E) with respect to the components and subcomponents thereof, and (e) a certification, duly executed by an authorized officer of the Company, that the information and 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 Laws and, in the case each Pre-Closing Holder of Company Options, the Company Equity Plan number of PTAC Common Shares subject to, and any applicable grant or similar agreement the exercise price per PTAC Common Share of, each PTAC Option, (F) with respect to any such each Pre-Closing Holder of a Company Option and, in the case of the Subsidiary Rollover OptionsRSU award, the Subsidiary Equity Plan and any applicable grant or similar agreement number of PTAC Common Shares subject to the PTAC RSU award (G) with respect to each Pre-Closing Holder of Company Restricted Shares, the number of PTAC Common Shares subject to such Company Restricted Shares and (H) the number of Earn Out Shares to be issued to each Pre-Closing Holder upon the occurrence of each Triggering Event set forth in Section 2.6, and (iii) is and will otherwise be accurate. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Total Merger Consideration on the Closing Date in accordance with the Allocation Schedule, PTAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Total Merger Consideration), and none of them shall have (i) any such Subsidiary Rollover Option further obligations to the Company, any Pre-Closing Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Total Merger Consideration), or (ii) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases PTAC and its Affiliates (and, in on and after the Closing, the Company and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Total Merger Consideration, as the case of the Company Warrantmay be, the terms of the applicable warrant agreementamong each Pre-Closing Holder as set forth in such Allocation Schedule. The Company will review any comments to acknowledges and agrees that as of the date hereof certain Pre-Closing Holders have entered into Support Agreements, and following the date hereof, other Pre-Closing Holders may enter into additional Support Agreements (each, a “Supporting Pre-Closing Holder”), and the Company covenants and agrees that the Allocation Schedule provided by Priveterra or shall not contain any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by Xxxxxxxxxx or any of its Representatives to correct inaccuracies. Notwithstanding the foregoing or anything reductions to the contrary hereinApplicable Company Stock Percentage of any Supporting Pre-Closing Holder, the aggregate number of shares of Class A Common Stock that each Company Stockholder will have or all Supporting Pre-Closing Holders taken as a right to receive pursuant to Section 2.1(b)(vii) will be rounded down to the nearest whole sharewhole.

Allocation Schedule. No later than three At least five (35) Business Days prior to the Closing DateClosing, the Company shall deliver to Priveterra Pathfinder 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 Company Pre-Closing Common Shares held by Parent, the number and class of Equity Securities of Parent held by each Company StockholderParent Equityholder, as well as, in the case of any Parent Equity Awards, whether such Parent Equity Awards will be a Vested Parent Equity Award or an Unvested Parent Equity Award (after, for the avoidance of doubt, taking into account for vesting purposes, the effect of the transactions contemplated by this Agreement) and 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 thereofEquity Awards outstanding, as well as whether each such Company Option Equity Awards will be a Vested Company Option Equity Award 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 thereofParent Equity Award, (b) a calculation of the number of shares of Class A Common Stock that will be subject to each Rollover Option Adjusted Company Pre-Transaction Equity Value 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 thereofTransaction Share Consideration based thereon, (c) the portion of the Transaction Share Consideration allocated to be distributed to each Company Stockholder Vested Parent Equityholder pursuant to Section 2.1(b)(vii1.1(b) and, if applicable, Section 1.5(a)(ii), as well as as, in each case, reasonably detailed explanations of the methodology underlying the calculations with respect to the components and subcomponents thereof, (d) the portion terms and conditions of each Unvested Parent Equity Award and the number of Company Restricted Stock or Company RSUs to be received by each holder of Unvested Parent Equity Awards pursuant to Section 1.5(a)(ii) or Section 1.5(a)(iii), as applicable, (e) the aggregate amount of cash payments required to be made by Parent or any of its Affiliates in respect of the Contingent Consideration allocated to each Company StockholderParent Cash Plan as a result of, or in connection with, the event that any Contingent Consideration becomes payableTransactions, as well as reasonably detailed calculations with respect the amounts to be paid to each participant under the components and subcomponents thereofParent Cash Plan, and (ef) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a), (b), (c), (d) and (de) of this Section 2.4 are, and will be as of immediately prior to the Effective Timetime of the consummation of the Pre-Closing Reorganization, (i) true and correct in all respects, respects and (ii) in accordance with the Allocation Schedule Requirements. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with applicable provisions of this Agreement, the Governing Documents of the Company Company, Parent GP and Parent, the shareholders agreements applying to Parent (if any) or any other Group Company, and applicable Laws Laws, in the case of the Parent Equity Awards or Company Equity Awards, in accordance with the applicable Parent Equity Plan or Company Equity Plan and any applicable grant, award or similar agreement with respect to each such Parent Equity Award or Company Equity Award, as applicable, and, in the case of Company Optionsany payments or other amounts under or in respect of the Parent Cash Plan, in accordance with the Company Equity Parent Cash Plan and any applicable grant grant, award or similar agreement with respect to any such Company Option and, in the case of the Subsidiary Rollover Optionsthereto (collectively, 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“Allocation Schedule Requirements”). The Company will review any comments to the Allocation Schedule provided by Priveterra or any of its Representatives and Pathfinder, consider in good faith and incorporate any reasonable comments proposed by Xxxxxxxxxx Pathfinder or any of its Representatives to correct inaccuraciesRepresentatives. Notwithstanding the foregoing or anything to the contrary herein, in no event shall the aggregate number of shares Company Common Shares set forth on the Allocation Schedule to be distributed to and/or held by the Vested Parent Equityholders (and/or to be received or otherwise granted in respect of Class A Common Stock that each any other vested Equity Securities of the Company Stockholder will have a right to receive pursuant to Section 2.1(b)(vii) will be rounded down prior to the nearest whole shareClosing) exceed the Transaction Share Consideration (i.e., the aggregate value of the Equity Securities received by Vested Parent Equityholders or any other holders of any other vested Equity Securities in the Parent or the Company shall not exceed the Adjusted Company Pre-Closing Equity Value (based on the Company Common Share Value)). For the avoidance of doubt, any Unvested Parent Equity Awards or Unvested Company Equity Awards shall not be included as part of the Transaction Share Consideration and shall instead constitute awards issued under the Company Post-Closing Incentive Equity Plans.

Allocation Schedule. No later than 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 shall deliver to Priveterra an agrees that the 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 among 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 Stockholders shown thereof is and 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 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 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 Laws andLaw. In addition, 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. The Company will review any comments to the Allocation Schedule provided (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 Priveterra or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by Xxxxxxxxxx or any of its Representatives to correct inaccuracies. Notwithstanding each Pre-Closing Holder, (B) the foregoing or anything to the contrary herein, the aggregate number of shares of Class A Domesticated Acquiror Common Stock that allocated to each Company Stockholder 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 have a right otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Acquiror shall be entitled to receive pursuant to Section 2.1(b)(vii) will be rounded down conclusively rely on the Allocation Schedule (as updated prior to the nearest whole shareClosing 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. No later than The Company acknowledges and agrees that (i) the Closing Merger Consideration is being allocated among the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among the holders of Company Common Shares as of immediately prior to the Closing (including, for the avoidance of doubt, the holders of Company Restricted Stock Awards), in each case pursuant to the schedule set forth on Section 2.2(f) of the Company Schedules (the “Allocation Schedule”) and delivered by the Company to Rotor at least three (3) Business Days prior to the anticipated Closing DateDate and such allocation (i) is and will be in accordance with the Governing Documents of the Company, the Company shall deliver to Priveterra an allocation schedule Shareholder Agreements and applicable Law, (the “Allocation Schedule”ii) setting forth, after giving effect to the Subsidiary Merger does and the transactions will set forth on Section 1.1(e(A) of the Company Disclosure Schedulesmailing addresses and email addresses, for each Pre-Closing Holder, (aB) the number and class of Equity Securities held owned 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 thereofPre-Closing Holder, (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, (cC) the portion of the Transaction Share Closing Merger Consideration and the Contingent Merger Consideration that would be allocated to each Company Stockholder pursuant to Section 2.1(b)(viiPre-Closing Holder (assuming, for such purpose, that the Contingent Merger Consideration is fully earned), as well as reasonably detailed calculations (D) 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 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 Laws and, in the case Pre-Closing Holder of Company Options, the Company Equity Plan number of Rotor Common Shares subject to, and any applicable grant or similar agreement the exercise price per Rotor Common Share of, each Rotor Option, (E) with respect to any such each Pre-Closing Holder of Company Option and, in the case of the Subsidiary Rollover OptionsRestricted Stock Awards, the Subsidiary Equity Plan number of Rotor Common Shares subject to each Adjusted Restricted Stock Award, and any applicable grant or similar agreement (F) with respect to each Pre-Closing Holder of Company Restricted Stock Unit Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Unit Award, and (iii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). 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 deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), and none of them shall have (I) any such Subsidiary Rollover Option 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 consideration under this Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (and, in 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 of the Company Warrantmay be, the terms of the applicable warrant agreement. The Company will review any comments to the among each Pre-Closing Holder as set forth in such Allocation Schedule provided by Priveterra or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by Xxxxxxxxxx or any of its Representatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of shares of Class A Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(vii) will be rounded down to the nearest whole shareSchedule.

Allocation Schedule. Attached as Schedule 1.11(d) is a schedule (the “Preliminary Allocation Schedule”) showing (i) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, the exercise or vesting schedules thereof, and whether such Company Holder is an employee of the Company, (C) an estimate of the amount payable to such Company Holder on the Closing Date (I) in respect of shares of Company Capital Stock, (II) in respect of Company Options, including, in each case, in respect of the Aggregate Proceeds Proportional Share payable to such Company Holder, (D) an estimate of the Proportionate Indemnification Share of such Company Stockholder, and (E) an estimate of the pro-rata share of each Company Holder’s entitlement to any Net Working Capital Credit Amount and Closing Cash Credit Amount; (ii) an estimate of the Company Fees and Expenses incurred but unpaid, up to and including the execution of this Agreement; and (iii) an estimate of the Indebtedness of the Company and any Company Subsidiary as of the date of this Agreement and (iv) an estimate of the Company Cash as of the date of this Agreement. No later than three two (32) Business Days prior to the expected Closing Date, the Company shall deliver to Priveterra an allocation Parent a schedule (the “Final Allocation Schedule”) setting forth, after giving effect to the Subsidiary Merger and the transactions set forth on Section 1.1(e) showing a revised version of the schedule updated for the Closing Date showing (i) for each Company Disclosure Schedules, Holder: (aA) the number of Equity Securities held by each Company Stockholder, the number and class of shares of Company Common Capital Stock subject to each Company Warrant held by each holder thereofheld, (B) the number and class of shares of Company Common Capital Stock subject to each Company Option held by each holder held, if applicable, the exercise price per share, the exercise or vesting schedules thereof, as well as and whether each such Company Option will be Holder is an employee of the Company, (C) a Vested calculation of the amount payable to such Company Option or an Unvested Company Option as of immediately prior to Holder on the Effective Time, the number Closing Date (I) in respect of shares of Company Common Stock subject to each Subsidiary Rollover Option held by each holder thereofCapital Stock, as well as whether each such Subsidiary Rollover Option will be a Vested Subsidiary Rollover Option or an Unvested Subsidiary Rollover Option as and (II) in respect 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 Timeincluding, in each case, determined in accordance with Section 2.5, as well as reasonably detailed calculations with respect of the Aggregate Proceeds Proportional Share payable to the components and subcomponents thereofsuch Company Holder, (cD) the portion Proportionate Indemnification Share of the Transaction Share Consideration allocated to each Company 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 such Company Stockholder, in and (E) the event that pro-rata share of each Company Holder’s entitlement to any Contingent Consideration becomes payableNet Working Capital Credit Amount and Closing Cash Credit Amount; (ii) unpaid Company Fees and Expenses; and (iii) Closing Indebtedness; (iv) Estimated Closing Cash; (v) Estimated Net Working Capital and (vi) the Closing Negative Adjustment or Closing Positive Adjustment, as well as reasonably detailed calculations with respect to the components and subcomponents thereofcase may be, and (e) a certification, duly executed by an authorized if any. An officer of the Company, Company shall certify that the information and Final Allocation Schedule correctly reflects the calculations delivered and/or good faith estimates therein required to be made 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 and the Company and applicable Laws and, in shall deliver 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. The Company will review any comments to the Final Allocation Schedule provided by Priveterra or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by Xxxxxxxxxx or any of its Representatives together with such certification to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of shares of Class A Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(vii) will be rounded down to the nearest whole shareParent at Closing.

Allocation Schedule. No later than three (3) Business Days prior to the Closing Date, 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 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 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 Laws and, in the case of Company Options, the Company Equity Plan and any applicable grant or similar agreement with respect to any such Company Option and, in the case of the Subsidiary Rollover Options, the Subsidiary Equity Plan and any applicable grant or similar agreement with respect to any such Subsidiary Rollover Option and, in the case of the Company Warrant, the terms of the applicable warrant agreement. The Company will review any comments to the Allocation Schedule provided by Priveterra or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by Xxxxxxxxxx Pxxxxxxxxx or any of its Representatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of shares of Class A Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(vii) will be rounded down to the nearest whole share.

Allocation Schedule. No later than three At least five (35) Business Days prior to the Closing DateClosing, the Company shall deliver to Priveterra Pathfinder 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) (i) the number of Company Common Shares held by Parent both prior to and immediately following the forward stock split to be effected as part of the Pre-Closing Reorganization pursuant to Section 1.1(b)(i), (ii) the number and class of Equity Securities of Parent held by each Company StockholderParent Equityholder, as well as, in the case of any Parent Equity Awards, whether such Parent Equity Awards will be a Vested Parent Equity Award or an Unvested Parent Equity Award (after, for the avoidance of doubt, taking into account for vesting purposes, the effect of the transactions contemplated by this Agreement) and (iii) the number of 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 thereofEquity Awards outstanding, as well as whether each such Company Option Equity Awards will be a Vested Company Option Equity Award 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 thereofEquity Award, (b) the number of shares of Class A Company Common Stock that will Shares to be subject distributed to each Rollover Option and Vested Parent Equityholder by the exercise price Parent as part of each such Rollover Option at the Effective TimePre-Closing Reorganization pursuant to Section 1.1(b)(ii) and, if applicable, Section 1.4(a)(i), as well as, in each case, determined in accordance with Section 2.5, as well as reasonably detailed explanations of the methodology underlying the calculations with respect to the components and subcomponents thereof, (c) a calculation of the portion of Adjusted Company Pre-Closing Equity Value and the Transaction Share Consideration allocated to each Company Stockholder pursuant to Section 2.1(b)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereofbased thereon, (d) the portion number of Pathfinder Shares (in the aggregate equal to the Transaction Share Consideration) to be allocated at the Effective Time to each holder of Equity Securities of the Contingent Consideration allocated Company immediately prior to the Effective Time, (e) each Company Shareholder that is a Dissenting Company Shareholder and the number of Company Common Shares held by such Company Shareholder that are Dissenting Company Shares, (f) the number of shares of Company Restricted Stock or Company RSUs to be received by each holder of Unvested Parent Equity Awards pursuant to Section 1.4(a)(ii) or Section 1.4(a)(iii), respectively, (g) the number of Pathfinder Shares that will be subject to each Company Stockholder, in the event that any Contingent Consideration becomes payableshare of Rollover Restricted Stock and each Rollover RSU, as well as reasonably detailed the exchange ratio on which such calculations with are based, (h) the aggregate amount of cash payments required to be made by Parent or any of its Affiliates (including, for the avoidance of doubt, any Group Company) in respect of the Parent Cash Plan as a result of, or in connection with, the Transactions, as well as the amounts to be paid to each participant under the components and subcomponents thereofParent Cash Plan, and (ei) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a) through (h) are, and will be, in the case of clauses (a), (b) and (h), as of the time of the consummation of the Pre-Closing Reorganization and, in the cases of clauses (c), (cd), (e), (f), (g) and (d) of this Section 2.4 areh), and will be as of immediately prior to the Effective Time, (i) true and correct in all respects, respects and (ii) in accordance with the Allocation Schedule Requirements. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with applicable provisions of this Agreement, the Governing Documents of the Company Company, Parent and Parent GP, any applicable agreements with any Parent Equityholders to which any Group Company, Parent or Parent GP is a party or bound (including any shareholders or similar agreements) and applicable Laws Laws, in the case of the Parent Equity Awards or Company Equity Awards, in accordance with the applicable Parent Equity Plan or Company Equity Plan and any applicable grant, award or similar agreement with respect to each such Parent Equity Award or Company Equity Award, as applicable, and, in the case of Company Optionsany payments or other amounts under or in respect of the Parent Cash Plan, in accordance with the Company Equity Parent Cash Plan and any applicable grant grant, award or similar agreement with respect to any such Company Option and, in the case of the Subsidiary Rollover Optionsthereto (collectively, 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“Allocation Schedule Requirements”). The Company will review any comments to the Allocation Schedule provided by Priveterra Pathfinder or any of its Representatives and consider in good faith and incorporate any reasonable the comments proposed provided by Xxxxxxxxxx Pathfinder or any of its Representatives to correct inaccuraciesand incorporate any comments proposed by Pathfinder or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, in no event shall the aggregate number of shares Pathfinder Shares set forth on the Allocation Schedule to be received or otherwise allocated to the Vested Parent Equityholders (and/or to be received or otherwise allocated in respect of Class A any other vested Equity Securities of Parent or the Company prior to the Closing) exceed (A) the Transaction Share Consideration minus (B) the Pathfinder Shares that would be allocated to Company Common Stock that each Company Stockholder will have a right to receive Shares pursuant to Section 2.1(b)(vii1.1(d)(vii) will but for such Company Common Shares being Dissenting Company Shares (it being further understood and agreed, for the avoidance of doubt, that in no event shall any Pathfinder Shares described in this clause (B) be rounded down allocated to any other Vested Parent Equityholder or holder of Equity Securities of the Company and shall instead not be allocated at the Closing or otherwise, except solely in the circumstances described in Section 1.7) (i.e., the aggregate value of the Pathfinder Shares received by Vested Parent Equityholders or any other holders of any other vested Equity Securities in the Parent or the Company shall not exceed (I) the Adjusted Company Pre-Closing Equity Value (based on the Pathfinder Common Share Value), minus (II) the value of any Pathfinder Shares that would be allocated to Company Common Shares pursuant to Section 1.1(d)(vii) but for such Company Common Shares being Dissenting Company Shares (based on the Pathfinder Common Share Value)). For the avoidance of doubt, any Unvested Parent Equity Awards or Unvested Company Equity Awards (including any Rollover Restricted Stock and Rollover RSUs received in respect of such Unvested Parent Equity Awards and Unvested Company Equity Awards pursuant to Section 1.4(c)) shall not be included as part of the Transaction Share Consideration and shall, to the nearest whole shareextent provided in Section 1.4(c), instead be converted into comparable equity awards in Pathfinder and constitute awards issued under the Pathfinder Post-Closing Incentive Equity Plans.

Allocation Schedule. No later Not less than three five (35) Business Days prior to the Closing Date, the Company shall will deliver to Priveterra an allocation schedule (Purchaser a spreadsheet, in substantially the “Allocation Schedule”) form of Exhibit G, setting forth, after giving effect forth with respect to the Subsidiary Merger and the transactions set forth on Section 1.1(e) of the Company Disclosure Schedules, each Equityholder: (a) the number of Equity Securities held by each Company Stockholdersuch Equityholder’s name and email (and if known, 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 physical) address 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 thereofClosing Date, (b) the number of Company Securities and stock certificate numbers of such Company Securities held by such Equityholder as of the Closing Date (including such shares of Class A Common Stock that will be subject to each Rollover Option Vested Options or Company SAFEs), (c) the number of Unvested Options held by such Equityholder as of the Closing Date, (d) the Closing Payments and Per Share Deferred Merger Consideration payable to such Equityholders in accordance with the exercise price of each such Rollover Option at provisions hereof, (e) his, her or its interest and Pro Rata Percentage in the Effective TimeEscrow Fund and Equityholder Representative Fund (assuming, in each case, determined in accordance with Section 2.5no adjustments or claims), as well as reasonably detailed calculations if applicable, and (f) the tax reporting character of the payment to such Equityholder (e.g., IRS Form 1099 or IRS Form W-2) and whether Taxes will be required to be withheld with respect to the components such Person assuming submission of IRS Form W-9 (or W-8 as applicable) and subcomponents thereof, (c) the portion assuming no exercise of the Transaction Share Consideration allocated to each Company Stockholder appraisal rights pursuant to Section 2.1(b)(viithe DGCL (such spreadsheet, the “Allocation Schedule”). The amount each Equityholder is entitled to receive as Merger Consideration and Deferred Merger Consideration shall be calculated in cash on a holder-by-holder basis in the Allocation Schedule and Updated Allocation Schedule, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, applicable. Two (d2) 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 information and calculations delivered pursuant to clauses (a), (b), (c) and (d) of this Section 2.4 are, and will be as of immediately days prior to the Effective Time, (i) true and correct in all respects, and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company and applicable Laws and, in the case of Company OptionsClosing Date, the Company Equity Plan and any applicable grant or similar agreement with respect will deliver to any such Company Option and, in Purchaser an updated Allocation Schedule (the case of “Updated Allocation Schedule”). Provided the Subsidiary Rollover OptionsUpdated Allocation Schedule is reasonably acceptable to Purchaser, the Subsidiary Equity Plan and any applicable grant or similar agreement with respect to any such Subsidiary Rollover Option and, in the case of the Company Warrant, the terms of the applicable warrant agreement. The Company will review any comments to the Updated Allocation Schedule provided by Priveterra or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by Xxxxxxxxxx or any of its Representatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of shares of Class A Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(vii) will be rounded down appended to the nearest whole sharethis Agreement as Schedule 2.9 hereto.

Allocation Schedule. No later than three (3) Attached hereto as Exhibit A is the current draft of the Allocation Schedule based on currently available information. One Business Days Day prior to the Closing DateClosing, the Company shall deliver to Priveterra Parent an allocation schedule (the “updated Allocation Schedule”) setting forth, after giving effect which Allocation Schedule shall be updated to the Subsidiary Merger and the transactions set forth on Section 1.1(e) of the Company Disclosure Schedules, reflect (a) the final number of Equity Securities held by each Company Stockholder, shares under the heading “At-Risk Shares” and (b) the final number of shares of Company Parent Common Stock subject to each Company Warrant held by each holder thereofbe 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 terms of the Company Rights Plan and/or the At-Risk Plan between the date hereof and the Closing. Subsequent to the Closing, if Seller or one or more Rightsholders forfeit shares of Parent Common Stock 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 pursuant 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, andterms hereof, in the case of Seller, or of such Rightsholders’ Restricted Stock Award Agreement, in the Company Optionscase of such Rightsholder, Subsidiary Rollover Options and Company Warrant, then the exercise price thereof, Representative shall as soon as reasonably practicable prepare a revised Allocation Schedule reflecting the forfeited shares of Parent Common Stock as well as reasonably detailed calculations with respect to the components revised Indemnification Percentages (if applicable). The Company represents, warrants and subcomponents thereof, agrees that (bi) 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 TimeAllocation Schedule, in each case, determined as updated in accordance with this Section 2.52.6(h), as well as reasonably detailed calculations complies with respect to the components (and subcomponents thereof, will comply with) and does not (cand will not) the portion violate any provision of the Transaction Share Consideration allocated Company Charter Documents, the Company Rights Plan, the At-Risk Plan or any other agreement, arrangement or understanding to each which the Company Stockholder pursuant to Section 2.1(b)(vii)and any holder or holders of capital stock, 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 other securities of the Company, that the information and calculations delivered pursuant to clauses (a)Rights or Enhanced Benefits are parties, (b), (c) and (d) of this Section 2.4 are, and will be in each case as in effect as of immediately prior to the Effective Time, (i) true and correct in all respectsClosing Date, and (ii) in accordance with the applicable provisions Allocation Schedule will be used by Parent and the Representative for all purposes of this Agreementdetermining the amounts to which any holder of capital stock, the Governing Documents other securities of the Company and applicable Laws andCompany, in the case of Company OptionsRights, the Company Equity Plan and any applicable grant or similar agreement Enhanced Benefits is entitled with respect to any the Payments and each of Parent and the Representative shall be entitled to assume the accuracy of 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. The Company will review any comments to the Allocation Schedule provided by Priveterra or any of its Representatives at and consider in good faith and incorporate any reasonable comments proposed by Xxxxxxxxxx or any of its Representatives to correct inaccuracies. Notwithstanding after the foregoing or anything to the contrary herein, the aggregate number of shares of Class A Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(vii) will be rounded down to the nearest whole shareClosing.