Common use of Allocation Schedule Clause in Contracts

Allocation Schedule. (a) At least three (3) Business Days prior to the Closing Date, the Company shall deliver to the SPAC an allocation schedule (the “Allocation Schedule”) setting forth: (i) (A) the number of Company Shares held by each Company Stockholder, and (B) the number and type of Equity Interests of the Company that are subject to a Company Restricted Share Award (and the holder and whether each such Equity Interest will be vested or unvested as of immediately prior to the Effective Time); (ii) (A) the Exchange Ratio, and (B) the portion of the Transaction Share Consideration (specifying the number of the SPAC New Shares) allocated to each Company Share pursuant to Section 2.1(h) based on the Exchange Ratio (including, for the avoidance of doubt, the number of the SPAC New Shares that would be allocated to any such Company Shares pursuant to Section 2.1(h) but for such Company Shares being Dissenting Shares), as well as, in the case of each of clauses (A) through (B), reasonably detailed calculations with respect to the components and subcomponents thereof (including any exchange (or similar) ratio on which such calculations are based); (iii) each Company Stockholder that is a Dissenting Stockholder and the number of Company Shares held by such Company Stockholder that are Dissenting Shares; and (iv) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (i), (ii) and (iii) of this Section 2.3(a) are, and will be as of immediately prior to the Effective Time, (A) true and correct in all respects, (B) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company and applicable Laws, and (C) in the case of the Company Restricted Share Awards, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement (or other documentation evidencing such grant) with respect thereto. (b) No later than the date thirty (30) days following the Execution Date, the Company shall deliver to the SPAC an illustrative Allocation Schedule (the “Illustrative Allocation Schedule”) prepared by the Company as if the Closing occurred as of the date of this Agreement and, without limiting any other covenants, agreements, representations or warranties of the Company under this Agreement or any Ancillary Agreement, or of any Company Equityholder under any Ancillary Agreement, or the rights or remedies of any SPAC Party or the Sponsor with respect thereto, the Allocation Schedule will be substantially in the form of the Illustrative Allocation Schedule and will take into account any changes to the Company’s capitalization between the date of this Agreement and the date of delivery of the Allocation Schedule to the SPAC pursuant to Section 2.3(a). The Company will review and consider in good faith any comments to the Allocation Schedule provided by the SPAC or any of its Representatives and the Company and the SPAC, acting in good faith, shall mutually agree on the contents of the Allocation Schedule. (c) Notwithstanding the foregoing or anything to the contrary herein, (i) all Company Shares held by any Company Equityholder shall be aggregated, and the Exchange Ratio shall be applied to that aggregate number of shares held by such Company Equityholder, and not on a share-by-share basis, (ii) the aggregate number of the SPAC New Shares that each Company Equityholder will have a right to receive or to which his, her or its Company Restricted Share Award (if any) will become subject, as applicable, under this Agreement will be rounded up to the nearest whole share, (iii) in no event shall the aggregate number of the SPAC New Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Interests of the Company (or, for the avoidance of doubt, the Company Equityholders), exceed (A) the Transaction Share Consideration, minus (B) the SPAC New Shares that would be allocated to Company Shares pursuant to Section 2.1(h) but for such Company Shares being Dissenting Shares (it being further understood and agreed, for the avoidance of doubt, that in no event shall any SPAC New Shares described in this clause (B) be allocated to any other Company Equityholder and shall instead not be allocated at the Closing or otherwise, except solely in the circumstances described in Section 2.7), (iv) the SPAC Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicable, and (v) upon delivery, payment and issuance of the Transaction Share Consideration on the Closing Date to the Exchange Agent, the SPAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Transaction Share Consideration), and none of them shall have (I) any further obligations to the Company, any Company Equityholder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Transaction Share Consideration), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company (on behalf of itself and the Company Equityholders) hereby irrevocably waives and releases the SPAC and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from any and all claims arising out of or resulting from or related to such Allocation Schedule and the allocation of the Transaction Share Consideration, as the case may be, among each Company Equityholder as set forth in such Allocation Schedule. For the avoidance of doubt, immediately after the Effective Time, no shares of the SPAC’s Class B Common Stock (as defined in the the SPAC A&R CoI) shall be issued or outstanding.

Allocation Schedule. (a) At least No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the SPAC ARYA an allocation schedule (the “Allocation Schedule”) setting forth: forth (i) (Aa) the number of Company Shares held by each Company StockholderShareholder, and (B) the number and type of Equity Interests of the Company that are Shares subject to a each Company Restricted Share Equity Award (and the held by each holder and thereof, as well as whether each such Company Equity Interest Award will be vested a Vested Company Equity Award or unvested an Unvested Company Equity Award as of immediately prior to the Effective Time); , and, in the case of the Company Options, the exercise price thereof, (ii) (Ab) the Exchange Rationumber of ARYA Shares that will be subject to each Rollover Option and each Rollover RSU Award, and (B) the portion of the Adjusted Transaction Share Consideration (specifying the number of the SPAC New Shares) to be allocated to each Vested Company Share pursuant to Section 2.1(h) RSU Award, and, in the case of each Rollover Option, the exercise price thereof at the Effective Time, as well as the exchange ratio on which such calculations are based on the Exchange Ratio (includingwhich shall, for the avoidance of doubt, be the number same exchange ratio for each calculation pursuant to this clause (b)), (c) the portion of the SPAC New Shares that would be Adjusted Transaction Share Consideration allocated to any such Company Shares pursuant to Section 2.1(h) but for such Company Shares being Dissenting Shares), as well as, in the case of each of clauses (A) through (B), reasonably detailed calculations with respect to the components and subcomponents thereof (including any exchange (or similar) ratio on which such calculations are based); (iii) each Company Stockholder that is a Dissenting Stockholder Shareholder, and the number of Company Shares held by such Company Stockholder that are Dissenting Shares; and (ivd) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (ia), (iib) and (iiic) of this Section 2.3(a) areis, and will be as of immediately prior to the Effective Time, (A) true and correct in all respects, (B) respects and in accordance with the applicable provisions last sentence of this Agreement, the Governing Documents of Section 2.3 and (ii) the Company and applicable Laws, and (C) in the case of the Company Restricted Share Awards, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement (or other documentation evidencing such grant) with respect thereto. (b) No later than the date thirty (30) days following the Execution Date, the Company shall deliver to the SPAC an illustrative Allocation Schedule (the “Illustrative Allocation Schedule”) prepared by the Company as if the Closing occurred as of the date of this Agreement and, without limiting any other covenants, agreements, representations or warranties of the Company under this Agreement or any Ancillary Agreementhas performed, or of any Company Equityholder under any Ancillary Agreementotherwise complied with, or the rights or remedies of any SPAC Party or the Sponsor with respect theretoas applicable, the Allocation Schedule will be substantially its covenants and agreements set forth in the form of the Illustrative Allocation Schedule Section 2.4(e) and will take into account any changes to the Company’s capitalization between the date of this Agreement and the date of delivery of the Allocation Schedule to the SPAC pursuant to Section 2.3(a5.13(d). The Company will review and consider in good faith any comments to the Allocation Schedule provided by the SPAC ARYA or any of its Representatives and the Company and the SPAC, acting consider in good faith, shall mutually agree on the contents faith any reasonable comments proposed by ARYA or any of the Allocation Schedule. (c) its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (i) all Company Shares held by any Company Equityholder shall be aggregated, and the Exchange Ratio shall be applied to that aggregate number of shares held by such Company Equityholder, and not on a share-by-share basis, (iiA) the aggregate number of the SPAC New ARYA Shares that each Company Equityholder Shareholder will have a right to receive or pursuant to which his, her or its Company Restricted Share Award (if anySection 2.1(b)(vii) will become subject, as applicable, under this Agreement will be rounded up down to the nearest whole share, (iiiB) in no event shall the aggregate number of the SPAC New ARYA Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares and Vested Company Equity Awards exceed the Equity Interests Adjusted Transaction Share Consideration, (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Shareholders Agreement, the Company Equity Plan or any other Contract to which the Company is a party or bound (ortaking into account, for the avoidance of doubt, any actions taken by the Company Equityholders), exceed (A) the Transaction Share Consideration, minus (B) the SPAC New Shares that would be allocated to Company Shares pursuant to Section 2.1(h2.4(e) but for such Company Shares being Dissenting Shares and Section 5.13(d)) and (it being further understood and agreed, for the avoidance of doubt, that D) in no event shall any SPAC New the number of ARYA Shares described in this clause (B) that will be allocated subject to any other the Rollover Options corresponding to the Unvested Company Equityholder and shall instead not be allocated at the Closing or otherwise, except solely in the circumstances described in Section 2.7), (iv) the SPAC Parties Options and the Exchange Agent will Rollover RSU Awards be entitled in excess of a number of ARYA Shares equal to rely upon 87,505,065 minus the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicable, and (v) upon delivery, payment and issuance of the Transaction Share Consideration on the Closing Date to the Exchange Agent, the SPAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Adjusted Transaction Share Consideration), and none of them shall have (I) any further obligations to the Company, any Company Equityholder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Transaction Share Consideration), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company (on behalf of itself and the Company Equityholders) hereby irrevocably waives and releases the SPAC and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from any and all claims arising out of or resulting from or related to such Allocation Schedule and the allocation of the Transaction Share Consideration, as the case may be, among each Company Equityholder as set forth in such Allocation Schedule. For the avoidance of doubt, immediately after the Effective Time, no shares of the SPAC’s Class B Common Stock (as defined in the the SPAC A&R CoI) shall be issued or outstanding.

Allocation Schedule. No later than five (a) At least three (35) Business Days prior to the Closing Date, the each Company Party shall deliver to the SPAC Parent an allocation schedule (the “Allocation Schedule”) setting forth: forth (ia) the number and class of shares of Company Parties Stock held by each Company Parties Stockholder, (Ab) the number of Company Parent Shares held by to be allocated to each Company Stockholderholder at the Effective Time, (c) with respect to VSee, the VSee Cash Consideration to be allocated to each VSee Stockholder at the Effective Time, detailing the allocation of such VSee Cash Consideration between cash and VSee Convertible Notes in accordance with Section 2.1(b)(ii), (d) with respect to iDoc, the iDoc Cash Consideration to be allocated to each iDoc Stockholder at the Effective Time, detailing the allocation of such iDoc Cash Consideration between cash and iDoc Closing Convertible Notes in accordance with Section 2.1(c) and Section 2.6(j), and (B) the number and type of Equity Interests of the Company that are subject to a Company Restricted Share Award (and the holder and whether each such Equity Interest will be vested or unvested as of immediately prior to the Effective Time); (ii) (A) the Exchange Ratio, and (B) the portion of the Transaction Share Consideration (specifying the number of the SPAC New Shares) allocated to each Company Share pursuant to Section 2.1(h) based on the Exchange Ratio (including, for the avoidance of doubt, the number of the SPAC New Shares that would be allocated to any such Company Shares pursuant to Section 2.1(h) but for such Company Shares being Dissenting Shares), as well as, in the case of each of clauses (A) through (B), reasonably detailed calculations with respect to the components and subcomponents thereof (including any exchange (or similar) ratio on which such calculations are based); (iii) each Company Stockholder that is a Dissenting Stockholder and the number of Company Shares held by such Company Stockholder that are Dissenting Shares; and (ive) a certification, duly executed by an authorized officer of the Companyeach Company Party, that (i) the information and calculations delivered pursuant to clauses (ia), (iib), (e), and, as applicable (c) and (iiid) of this Section 2.3(a) areis, and will be as of immediately prior to the Effective Time, (A) true and correct in all respects, (B) respects and in accordance with the applicable provisions last sentence of this Agreement, the Governing Documents of Section 2.3 and (ii) the Company and applicable Laws, and (C) in the case of the Company Restricted Share Awards, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement (or other documentation evidencing such grant) with respect thereto. (b) No later than the date thirty (30) days following the Execution Date, the Company shall deliver to the SPAC an illustrative Allocation Schedule (the “Illustrative Allocation Schedule”) prepared by the Company as if the Closing occurred as of the date of this Agreement and, without limiting any other covenants, agreements, representations or warranties of the Company under this Agreement or any Ancillary AgreementParties have performed, or of any Company Equityholder under any Ancillary Agreementotherwise complied with, or the rights or remedies of any SPAC Party or the Sponsor with respect theretoas applicable, the Allocation Schedule will be substantially its covenants and agreements set forth in the form of the Illustrative Allocation Schedule and will take into account any changes to the Company’s capitalization between the date of this Agreement and the date of delivery of the Allocation Schedule to the SPAC pursuant to Section 2.3(a2.5(b). The Company Parties will review and consider in good faith any comments to the Allocation Schedule provided by the SPAC Parent or any of its Representatives and the Company and the SPAC, acting in good faith, shall mutually agree on the contents of revise the Allocation Schedule. (c) Schedule to include any comments proposed by Parent or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (i) all Company Shares held by any Company Equityholder shall be aggregated, and the Exchange Ratio shall be applied to that aggregate number of shares held by such Company Equityholder, and not on a share-by-share basis, (iiA) the aggregate number of the SPAC New Shares shares of Parent Common Stock that each Company Equityholder Parties Stockholder will have a right to receive or pursuant to which his, her or its Company Restricted Share Award (if anySection 2.1(b)(ii) will become subject, as applicable, under this Agreement and Section 2.1(c) will be rounded up down to the nearest whole share, share and (iiiB) in no event shall the aggregate number of the SPAC New Shares set forth on the Allocation Schedule that are allocated in respect (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Equity Interests of each Company Party, the Company Parties Stockholders Agreements, the Company Parties Equity Plans or any other Contract to which a Company Party is a party or bound (ortaking into account, for the avoidance of doubt, any actions taken by the Company Equityholders), exceed (A) the Transaction Share Consideration, minus (B) the SPAC New Shares that would be allocated to Company Shares Parties pursuant to Section 2.1(h) but for such Company Shares being Dissenting Shares (it being further understood and agreed, for the avoidance of doubt, that in no event shall any SPAC New Shares described in this clause (B) be allocated to any other Company Equityholder and shall instead not be allocated at the Closing or otherwise, except solely in the circumstances described in Section 2.72.5), (iv) the SPAC Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicable, and (v) upon delivery, payment and issuance of the Transaction Share Consideration on the Closing Date to the Exchange Agent, the SPAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Transaction Share Consideration), and none of them shall have (I) any further obligations to the Company, any Company Equityholder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Transaction Share Consideration), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company (on behalf of itself and the Company Equityholders) hereby irrevocably waives and releases the SPAC and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from any and all claims arising out of or resulting from or related to such Allocation Schedule and the allocation of the Transaction Share Consideration, as the case may be, among each Company Equityholder as set forth in such Allocation Schedule. For the avoidance of doubt, immediately after the Effective Time, no shares of the SPAC’s Class B Common Stock (as defined in the the SPAC A&R CoI) shall be issued or outstanding.

Allocation Schedule. (a) At least three five (35) Business Days prior to the Closing DateClosing, the Company shall deliver to the SPAC Pathfinder an allocation schedule (the “Allocation Schedule”) setting forth: forth (i) (Aa) the number of Company Pre-Closing Common Shares held by each Company StockholderParent, and (B) the number and type class of Equity Interests Securities of the Company that are subject to a Company Restricted Share Award (and the holder and whether Parent held by each such Equity Interest will be vested or unvested as of immediately prior to the Effective Time); (ii) (A) the Exchange Ratio, and (B) the portion of the Transaction Share Consideration (specifying the number of the SPAC New Shares) allocated to each Company Share pursuant to Section 2.1(h) based on the Exchange Ratio (including, for the avoidance of doubt, the number of the SPAC New Shares that would be allocated to any such Company Shares pursuant to Section 2.1(h) but for such Company Shares being Dissenting Shares)Parent Equityholder, as well as, in the case of any Parent Equity Awards, whether such Parent Equity Awards will be a Vested Parent Equity Award or an Unvested Parent Equity Award (after, for the avoidance of doubt, taking into account for vesting purposes, the effect of the transactions contemplated by this Agreement) and the number of Company Equity Awards outstanding, as well as whether such Company Equity Awards will be a Vested Company Equity Award or an Unvested Parent Equity Award, (b) a calculation of the Adjusted Company Pre-Transaction Equity Value and the Transaction Share Consideration based thereon, (c) the portion of the Transaction Share Consideration to be distributed to each of clauses (AVested Parent Equityholder pursuant to Section 1.1(b) through (Band, if applicable, Section 1.5(a)(ii), as well as, in each case, reasonably detailed explanations of the methodology underlying the calculations with respect to the components and subcomponents thereof thereof, (including any exchange (or similard) ratio on which such calculations are based); (iii) the terms and conditions of each Company Stockholder that is a Dissenting Stockholder Unvested Parent Equity Award and the number of Company Shares held Restricted Stock or Company RSUs to be received by such Company Stockholder that are Dissenting Shares; and each holder of Unvested Parent Equity Awards pursuant to Section 1.5(a)(ii) or Section 1.5(a)(iii), as applicable, (ive) the aggregate amount of cash payments required to be made by Parent or any of its Affiliates 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 Parent Cash Plan, and (f) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (ia), (iib), (c), (d) and (iii) of this Section 2.3(ae) are, and will be as of immediately prior to the Effective Timetime of the consummation of the Pre-Closing Reorganization, (A) true and correct in all respects, (B) respects and in accordance with the Allocation Schedule Requirements. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with 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, and (C) in the case of the Parent Equity Awards or Company Restricted Share Equity Awards, in accordance with the applicable Parent Equity Plan or Company Equity Plan and any applicable grant grant, award or similar agreement (with respect to each such Parent Equity Award or Company Equity Award, as applicable, and, in the case of any payments or other documentation evidencing such amounts under or in respect of the Parent Cash Plan, in accordance with the Parent Cash Plan and any applicable grant) , award or similar agreement with respect thereto. thereto (b) No later than the date thirty (30) days following the Execution Datecollectively, the Company shall deliver to the SPAC an illustrative “Allocation Schedule (the “Illustrative Allocation ScheduleRequirements”) prepared by the Company as if the Closing occurred as of the date of this Agreement and, without limiting any other covenants, agreements, representations or warranties of the Company under this Agreement or any Ancillary Agreement, or of any Company Equityholder under any Ancillary Agreement, or the rights or remedies of any SPAC Party or the Sponsor with respect thereto, the Allocation Schedule will be substantially in the form of the Illustrative Allocation Schedule and will take into account any changes to the Company’s capitalization between the date of this Agreement and the date of delivery of the Allocation Schedule to the SPAC pursuant to Section 2.3(a). The Company will review and consider in good faith any comments to the Allocation Schedule provided by the SPAC Pathfinder, consider in good faith and incorporate any comments proposed by Pathfinder or any of its Representatives and the Company and the SPAC, acting in good faith, shall mutually agree on the contents of the Allocation Schedule. (c) Representatives. Notwithstanding the foregoing or anything to the contrary herein, (i) all Company Shares held by any Company Equityholder shall be aggregated, and the Exchange Ratio shall be applied to that aggregate number of shares held by such Company Equityholder, and not on a share-by-share basis, (ii) the aggregate number of the SPAC New Shares that each Company Equityholder will have a right to receive or to which his, her or its Company Restricted Share Award (if any) will become subject, as applicable, under this Agreement will be rounded up to the nearest whole share, (iii) in no event shall the aggregate number of the SPAC New Company Common Shares set forth on the Allocation Schedule that are allocated to be distributed to and/or held by the Vested Parent Equityholders (and/or to be received or otherwise granted in respect of the any other vested Equity Interests Securities of the Company (or, for the avoidance of doubt, the Company Equityholders), exceed (A) the Transaction Share Consideration, minus (B) the SPAC New Shares that would be allocated to Company Shares pursuant to Section 2.1(h) but for such Company Shares being Dissenting Shares (it being further understood and agreed, for the avoidance of doubt, that in no event shall any SPAC New Shares described in this clause (B) be allocated to any other Company Equityholder and shall instead not be allocated at the Closing or otherwise, except solely in the circumstances described in Section 2.7), (iv) the SPAC Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration prior to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicable, and (vClosing) upon delivery, payment and issuance of exceed the Transaction Share Consideration on the Closing Date to the Exchange Agent(i.e., the SPAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to aggregate value of the payment of consideration under this Agreement (including with respect to the Transaction Share Consideration), and none of them shall have (I) any further obligations to the Company, any Company Equityholder Equity Securities received by Vested Parent Equityholders or any other Person with respect to the payment holders of any consideration under this Agreement (including with respect to other vested Equity Securities in the Transaction Share Consideration), Parent or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company shall not exceed the Adjusted Company Pre-Closing Equity Value (based on behalf of itself and the Company Equityholders) hereby irrevocably waives and releases the SPAC and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from any and all claims arising out of or resulting from or related to such Allocation Schedule and the allocation of the Transaction Common Share Consideration, as the case may be, among each Company Equityholder as set forth in such Allocation ScheduleValue)). For the avoidance of doubt, immediately after the Effective Time, no shares any Unvested Parent Equity Awards or Unvested Company Equity Awards shall not be included as part of the SPAC’s Class B Common Stock (as defined in Transaction Share Consideration and shall instead constitute awards issued under the the SPAC A&R CoI) shall be issued or outstandingCompany Post-Closing Incentive Equity Plans.

Allocation Schedule. (a) At least No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the SPAC AMHC an allocation schedule (the “Allocation Schedule”) setting forth: forth (i) (Aa) the number of Company Shares held by each Company Stockholder, and including (Bwithout duplication) the number and type of Equity Interests of the each Company that are Stockholder who holds Company Shares subject to a Company Restricted Share Award (and Stock Award, the number of Company Shares subject to each Company Option held by each holder and thereof, as well as whether each such Equity Interest Company Option will be vested a Vested Company Option or unvested an Unvested Company Option as of immediately prior to the Effective Time); , and, in the case of the Company Options the exercise price thereof, (ii) (Ab) the Exchange Rationumber of AMHC Shares that will be subject to each Rollover Option, and the exercise price thereof at the Effective Time, as well as the exchange ratio on which such calculations are based (Bwhich shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to this clause (b)), (c) the portion of the Transaction Share Consideration (specifying the number of the SPAC New Shares) allocated to each Company Share pursuant to Section 2.1(h) based on the Exchange Ratio Stockholder (including, for the avoidance of doubt, including the number of the SPAC AMHC New Voting Shares that would and AMHC New Non-Voting Shares to be allocated to any such Company Shares pursuant to Section 2.1(h) but for such Company Shares being Dissenting Shares), as well as, in the case of each of clauses (A) through (B), reasonably detailed calculations with respect to the components and subcomponents thereof (including any exchange (or similar) ratio on which such calculations are based); (iii) each Company Stockholder that is a Dissenting Stockholder and the number of Company Shares held received by such Company Stockholder that are Dissenting Shares; and Stockholder) and (ivd) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (ia), (iib) and (iiic) of this Section 2.3(a) 2.3 are, and will be as of immediately prior to the Effective Time, (A) true and correct in all respects, (B) respects and in accordance with the applicable provisions last sentence of this Agreement, the Governing Documents of Section 2.3 and (ii) the Company and applicable Laws, and (C) in the case of the Company Restricted Share Awards, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement (or other documentation evidencing such grant) with respect thereto. (b) No later than the date thirty (30) days following the Execution Date, the Company shall deliver to the SPAC an illustrative Allocation Schedule (the “Illustrative Allocation Schedule”) prepared by the Company as if the Closing occurred as of the date of this Agreement and, without limiting any other covenants, agreements, representations or warranties of the Company under this Agreement or any Ancillary Agreementhas performed, or of any Company Equityholder under any Ancillary Agreementotherwise complied with, or the rights or remedies of any SPAC Party or the Sponsor with respect theretoas applicable, the Allocation Schedule will be substantially its covenants and agreements set forth in the form of the Illustrative Allocation Schedule and will take into account any changes to the Company’s capitalization between the date of this Agreement and the date of delivery of the Allocation Schedule to the SPAC pursuant to Section 2.3(a2.4(c). The Company will review and consider in good faith any comments to the Allocation Schedule provided by the SPAC AMHC or any of its Representatives and the Company and the SPAC, acting consider in good faith, shall mutually agree on the contents faith any reasonable comments proposed by AMHC or any of the Allocation Schedule. (c) its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (i) all Company Shares held by any Company Equityholder shall be aggregated, and the Exchange Ratio shall be applied to that aggregate number of shares held by such Company Equityholder, and not on a share-by-share basis, (iiA) the aggregate number of the SPAC New AMHC Shares that each Company Equityholder Stockholder, including (without duplication) each holder of a Rollover Restricted Stock Award, will have a right to receive or pursuant to which his, her or its Company Restricted Share Award (if anySection 2.1(a)(viii) will become subject, as applicable, under this Agreement will be rounded up down to the nearest whole share, (iiiB) in no event shall the aggregate number of the SPAC New AMHC Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Company Shares subject to Company Restricted Stock Awards) and Rollover Options exceed the Equity Interests Transaction Share Consideration, (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Stockholders Agreement, the Company Equity Plan or any other Contract to which the Company is a party or bound (ortaking into account, for the avoidance of doubt, any actions taken by the Company Equityholderspursuant to Section 2.4(c), exceed ); and (AD) in the Transaction Share Consideration, minus (B) event that the SPAC New Shares that would be allocated to Company delivery of any AMHC Shares pursuant to Section 2.1(hthe Merger would result in a Designated Holder holding any Excess Shares, then such Designated Holder shall receive one (1) but for such Company AMHC New Non-Voting Share in lieu of each AMHC New Voting Share that is an Excess Share. Notwithstanding anything else herein, no fractional AMHC Shares being Dissenting shall be issued pursuant to this Agreement (with the intended effect that any AMHC Shares (it being further understood and agreed, for the avoidance of doubt, that in no event shall any SPAC New Shares described in this clause (B) be allocated issuable to any other Company Equityholder and shall instead not be allocated at the Closing or otherwise, except solely in the circumstances described in Section 2.7), (iv) the SPAC Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders a Person under this Agreement or under the Exchange Agent Agreement, as applicable, shall be aggregated and (v) upon delivery, payment and issuance of the Transaction Share Consideration on the Closing Date then rounded to the Exchange Agent, the SPAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Transaction Share Considerationnearest whole number), and none of them shall have (I) any further obligations to the Company, any Company Equityholder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Transaction Share Consideration), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company (on behalf of itself and the Company Equityholders) hereby irrevocably waives and releases the SPAC and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from any and all claims arising out of or resulting from or related to such Allocation Schedule and the allocation of the Transaction Share Consideration, as the case may be, among each Company Equityholder as set forth in such Allocation Schedule. For the avoidance of doubt, immediately after the Effective Time, no shares of the SPAC’s Class B Common Stock (as defined in the the SPAC A&R CoI) shall be issued or outstanding.

Allocation Schedule. (a) At least No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the SPAC TortoiseCorp III an allocation schedule (the “Allocation Schedule”) setting forth: forth (i) (Aa) the number of Company Common Shares and Company Preferred Shares held by each Company StockholderShareholder (after giving effect to the Company Exchanges), (b) the calculation of the Equity Value, the Aggregate Common Share Consideration, the Aggregate Preferred Share Consideration, and the resulting Transaction Share Consideration (B) which shall, for the number and type avoidance of Equity Interests doubt, be reduced by the aggregate portion of the Company Transaction Share Consideration that are subject to a Company Restricted Share Award (and the holder and whether each such Equity Interest will would be vested or unvested as of immediately prior attributable to the Effective Time); (iiDissenting Shares if such Company Shares were not Dissenting Shares) (A) the Exchange Ratio, and (Bc) the portion of the Transaction Share Consideration (specifying the number of the SPAC New Shares) allocated to each Company Share pursuant to Section 2.1(hShareholder (other than Dissenting Shareholders), (d) based on the Exchange Ratio (including, for the avoidance of doubt, the number of TortoiseCorp III Common Shares which each Company Shareholder will be entitled to receive as Company Earnout Shares (as may be adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the SPAC New Shares that would be allocated to any such Company Shares pursuant to Section 2.1(h) but for such Company Shares being Dissenting Shareslike), as well as, in the case of each of clauses (A) through (B), reasonably detailed calculations with respect to the components and subcomponents thereof (including any exchange (or similar) ratio on which such calculations are based); (iii) each Company Stockholder that is a Dissenting Stockholder and the number of Company Shares held by such Company Stockholder that are Dissenting Shares; and (ive) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (ia), (iib), (c) and (iiid) of this Section 2.3(a) areis, and will be as of immediately prior to the Effective Time, (A) true and correct in all respects, (B) respects and in accordance with the applicable provisions last sentence of this Agreement, the Governing Documents of Section 2.3 and (ii) the Company has performed, or otherwise complied with, as applicable, its covenants and applicable Lawsagreements set forth in Section 5.13(d), and (Cf) reasonable supporting documentation in the case support of the Company Restricted Share Awardscalculation of the amounts set forth in clauses (a), in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement (or other documentation evidencing such grant) with respect thereto. (b), (c) No later than the date thirty and (30) days following the Execution Date, the Company shall deliver to the SPAC an illustrative Allocation Schedule (the “Illustrative Allocation Schedule”) prepared by the Company as if the Closing occurred as of the date of this Agreement and, without limiting any other covenants, agreements, representations or warranties of the Company under this Agreement or any Ancillary Agreement, or of any Company Equityholder under any Ancillary Agreement, or the rights or remedies of any SPAC Party or the Sponsor with respect thereto, the Allocation Schedule will be substantially in the form of the Illustrative Allocation Schedule and will take into account any changes to the Company’s capitalization between the date of this Agreement and the date of delivery of the Allocation Schedule to the SPAC pursuant to Section 2.3(ad). The Company will review and consider in good faith any comments to the Allocation Schedule provided by the SPAC TortoiseCorp III or any of its Representatives, make any changes proposed by TortoiseCorp III or its Representatives that are correcting mathematical or other manifest error and the Company and the SPAC, acting otherwise consider in good faith, shall mutually agree on the contents faith any reasonable comments proposed by TortoiseCorp III or any of the Allocation Schedule. (c) its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (i) all Company Shares held by any Company Equityholder shall be aggregated, and the Exchange Ratio shall be applied to that aggregate number of shares held by such Company Equityholder, and not on a share-by-share basis, (iiA) the aggregate number of the SPAC New TortoiseCorp III Shares that each Company Equityholder Shareholder will have a right to receive or pursuant to which his, her or its Company Restricted Share Award (if anySection 2.1(e)(vii) will become subject, as applicable, under this Agreement will be rounded up down to the nearest whole share, (iiiB) in no event shall the aggregate number of the SPAC New TortoiseCorp III Common Shares set forth on the Allocation Schedule that are allocated in respect of Company Common Shares exceed the Equity Interests Aggregate Common Share Consideration and (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Shareholders Agreement or any other Contract to which the Company is a party or bound (ortaking into account, for the avoidance of doubt, any actions taken by the Company Equityholders), exceed (A) the Transaction Share Consideration, minus (B) the SPAC New Shares that would be allocated to Company Shares pursuant to Section 2.1(h) but for such Company Shares being Dissenting Shares (it being further understood and agreed, for the avoidance of doubt, that in no event shall any SPAC New Shares described in this clause (B) be allocated to any other Company Equityholder and shall instead not be allocated at the Closing or otherwise, except solely in the circumstances described in Section 2.75.13(d), (iv) the SPAC Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicable, and (v) upon delivery, payment and issuance of the Transaction Share Consideration on the Closing Date to the Exchange Agent, the SPAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Transaction Share Consideration), and none of them shall have (I) any further obligations to the Company, any Company Equityholder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Transaction Share Consideration), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company (on behalf of itself and the Company Equityholders) hereby irrevocably waives and releases the SPAC and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from any and all claims arising out of or resulting from or related to such Allocation Schedule and the allocation of the Transaction Share Consideration, as the case may be, among each Company Equityholder as set forth in such Allocation Schedule. For the avoidance of doubt, immediately after the Effective Time, no shares of the SPAC’s Class B Common Stock (as defined in the the SPAC A&R CoI) shall be issued or outstanding.

Allocation Schedule. (a) At least No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the SPAC CHP an allocation schedule (the “Allocation Schedule”) setting forth: forth (ia) the number and class of Company Stock held by each Company Stockholder and underlying each Company Warrant, (Ab) the number of Company Shares Stock subject to each Company Option held by each Company Stockholderholder thereof, and (B) the number and type of Equity Interests of the Company that are subject to a Company Restricted Share Award (and the holder and as well as whether each such Equity Interest Company Option will be vested a Vested Company Option or unvested an Unvested Company Option as of immediately prior to the Effective Time); Time and the exercise price thereof, (ii) (Ac) the number of New CHP Common Stock and Rollover Options to be allocated to each holder at the Effective Time, (d) a calculation of the Consideration Share Number, Net Debt Figure and Exchange Ratio, including the components thereof and (B) the portion of the Transaction Share Consideration (specifying the number of the SPAC New Shares) allocated to each Company Share pursuant to Section 2.1(h) based on the Exchange Ratio (including, for the avoidance of doubt, the number of the SPAC New Shares that would be allocated to any such Company Shares pursuant to Section 2.1(h) but for such Company Shares being Dissenting Shares), as well as, in the case of each of clauses (A) through (B), reasonably detailed calculations with respect to the components and subcomponents thereof (including any exchange (or similar) ratio on which such calculations are based); (iii) each Company Stockholder that is a Dissenting Stockholder and the number of Company Shares held by such Company Stockholder that are Dissenting Shares; and (ive) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (ia), (iib), (c) and (iiid) of this Section 2.3(a) areis, and will be as of immediately prior to the Effective Time, (A) true and correct in all respects, (B) respects and in accordance with the applicable provisions last sentence of this Agreement, the Governing Documents of Section 2.3 and (ii) the Company and applicable Laws, and (C) in the case of the Company Restricted Share Awards, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement (or other documentation evidencing such grant) with respect thereto. (b) No later than the date thirty (30) days following the Execution Date, the Company shall deliver to the SPAC an illustrative Allocation Schedule (the “Illustrative Allocation Schedule”) prepared by the Company as if the Closing occurred as of the date of this Agreement and, without limiting any other covenants, agreements, representations or warranties of the Company under this Agreement or any Ancillary Agreementhas performed, or of any Company Equityholder under any Ancillary Agreementotherwise complied with, or the rights or remedies of any SPAC Party or the Sponsor with respect theretoas applicable, the Allocation Schedule will be substantially its covenants and agreements set forth in the form of the Illustrative Allocation Schedule and will take into account any changes to the Company’s capitalization between the date of this Agreement and the date of delivery of the Allocation Schedule to the SPAC pursuant to Section 2.3(a2.4(b). The Company will review and consider in good faith any comments to the Allocation Schedule provided by the SPAC CHP or any of its Representatives and the Company and the SPAC, acting consider in good faith, shall mutually agree on the contents faith any reasonable comments proposed by CHP or any of the Allocation Schedule. (c) its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (i) all Company Shares held by any Company Equityholder shall be aggregated, and the Exchange Ratio shall be applied to that aggregate number of shares held by such Company Equityholder, and not on a share-by-share basis, (iiA) the aggregate number of the SPAC New Shares CHP Common Stock that each Company Equityholder Stockholder will have a right to receive or pursuant to which his, her or its Company Restricted Share Award (if anySection 2.1(c)(viii) will become subject, as applicable, under this Agreement will be rounded up down to the nearest whole share, share and (iiiB) in no event shall the aggregate number Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the SPAC New Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Interests of Company, the Company Stockholders Agreements, the Company Equity Plan or any other Contract to which the Company is a party or bound (ortaking into account, for the avoidance of doubt, any actions taken by the Company Equityholders), exceed (A) the Transaction Share Consideration, minus (B) the SPAC New Shares that would be allocated to Company Shares pursuant to Section 2.1(h) but for such Company Shares being Dissenting Shares (it being further understood and agreed, for the avoidance of doubt, that in no event shall any SPAC New Shares described in this clause (B) be allocated to any other Company Equityholder and shall instead not be allocated at the Closing or otherwise, except solely in the circumstances described in Section 2.72.1(b), (iv) the SPAC Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicable, and (v) upon delivery, payment and issuance of the Transaction Share Consideration on the Closing Date to the Exchange Agent, the SPAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Transaction Share Consideration), and none of them shall have (I) any further obligations to the Company, any Company Equityholder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Transaction Share Consideration), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company (on behalf of itself and the Company Equityholders) hereby irrevocably waives and releases the SPAC and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from any and all claims arising out of or resulting from or related to such Allocation Schedule and the allocation of the Transaction Share Consideration, as the case may be, among each Company Equityholder as set forth in such Allocation Schedule. For the avoidance of doubt, immediately after the Effective Time, no shares of the SPAC’s Class B Common Stock (as defined in the the SPAC A&R CoI) shall be issued or outstanding.

Allocation Schedule. (a) At least No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the SPAC Purchaser an allocation schedule (the “Allocation Schedule”) setting forth: forth (i) (Aa) the number of Company Common Shares and Company Class V Shares held by each Company StockholderShareholder, and (Bb) the number and type of Equity Interests calculation of the Company that are subject to a Company Restricted Share Award (Equity Value and the holder and whether each such Equity Interest will Transaction Share Consideration (which shall, for the avoidance of doubt, be vested or unvested as reduced by the aggregate portion of immediately prior the Transaction Share Consideration that would otherwise be attributable to the Effective TimeDissenting Shares); , (ii) (A) the Exchange Ratio, and (Bc) the portion of the Transaction Share Consideration (specifying the number of the SPAC New Shares) allocated to each Company Share pursuant to Section 2.1(h) based on the Exchange Ratio Shareholder (including, for the avoidance of doubt, the number of the SPAC New Shares that would be allocated to any such Company Shares pursuant to Section 2.1(h) but for such Company Shares being other than Dissenting SharesShareholders), as well as, in the case of each of clauses (A) through (B), reasonably detailed calculations with respect to the components and subcomponents thereof (including any exchange (or similar) ratio on which such calculations are based); (iii) each Company Stockholder that is a Dissenting Stockholder and the number of Company Shares held by such Company Stockholder that are Dissenting Shares; and (ivd) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (ia), (iib) and (iiic) of this Section 2.3(a) areis, and will be as of immediately prior to the Company Merger Effective Time, (A) true and correct in all respects, (B) respects and in accordance with the applicable provisions last sentence of this Agreement, the Governing Documents of Section 2.3 and (ii) the Company has performed, or otherwise complied with, as applicable, its covenants and applicable Lawsagreements set forth in Section 5.13(d), and (Ce) reasonable supporting documentation in the case support of the Company Restricted Share Awardscalculation of the amounts set forth in clauses (a), in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement (or other documentation evidencing such grant) with respect thereto. (b) No later than the date thirty and (30) days following the Execution Date, the Company shall deliver to the SPAC an illustrative Allocation Schedule (the “Illustrative Allocation Schedule”) prepared by the Company as if the Closing occurred as of the date of this Agreement and, without limiting any other covenants, agreements, representations or warranties of the Company under this Agreement or any Ancillary Agreement, or of any Company Equityholder under any Ancillary Agreement, or the rights or remedies of any SPAC Party or the Sponsor with respect thereto, the Allocation Schedule will be substantially in the form of the Illustrative Allocation Schedule and will take into account any changes to the Company’s capitalization between the date of this Agreement and the date of delivery of the Allocation Schedule to the SPAC pursuant to Section 2.3(ac). The Company will review and consider in good faith any comments to the Allocation Schedule provided by the SPAC Purchaser or any of its Representatives, make any changes proposed by Purchaser or its Representatives that are correcting mathematical or other manifest error and the Company and the SPAC, acting otherwise consider in good faith, shall mutually agree on the contents faith any reasonable comments proposed by Purchaser or any of the Allocation Schedule. (c) its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (i) all Company Shares held by any Company Equityholder shall be aggregated, and the Exchange Ratio shall be applied to that aggregate number of shares held by such Company Equityholder, and not on a share-by-share basis, (iiA) the aggregate number of the SPAC New Pubco Common Shares that each Company Equityholder Shareholder will have a right to receive or pursuant to which his, her or its Company Restricted Share Award (if anySection 2.1(f)(vii) will become subject, as applicable, under this Agreement will be rounded up down to the nearest whole share, (iiiB) in no event shall the aggregate number of the SPAC New Pubco Common Shares set forth on the Allocation Schedule that are allocated in respect of Company Common Shares and Company Class V Shares exceed the Equity Interests Transaction Share Consideration and (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company or any other Contract to which the Company is a party or bound (ortaking into account, for the avoidance of doubt, any actions taken by the Company Equityholders), exceed (A) the Transaction Share Consideration, minus (B) the SPAC New Shares that would be allocated to Company Shares pursuant to Section 2.1(h) but for such Company Shares being Dissenting Shares (it being further understood and agreed, for the avoidance of doubt, that in no event shall any SPAC New Shares described in this clause (B) be allocated to any other Company Equityholder and shall instead not be allocated at the Closing or otherwise, except solely in the circumstances described in Section 2.75.13(d), (iv) the SPAC Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicable, and (v) upon delivery, payment and issuance of the Transaction Share Consideration on the Closing Date to the Exchange Agent, the SPAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Transaction Share Consideration), and none of them shall have (I) any further obligations to the Company, any Company Equityholder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Transaction Share Consideration), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company (on behalf of itself and the Company Equityholders) hereby irrevocably waives and releases the SPAC and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from any and all claims arising out of or resulting from or related to such Allocation Schedule and the allocation of the Transaction Share Consideration, as the case may be, among each Company Equityholder as set forth in such Allocation Schedule. For the avoidance of doubt, immediately after the Effective Time, no shares of the SPAC’s Class B Common Stock (as defined in the the SPAC A&R CoI) shall be issued or outstanding.

Allocation Schedule. (a) At least No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the SPAC JAWS an allocation schedule (the “Allocation Schedule”) setting forth: forth (i) (Aa) the number of Company Shares held by each Company StockholderShareholder, and (B) the number and type of Equity Interests of the Company that are Shares subject to a each Company Restricted Share Equity Award (and the held by each holder and thereof, as well as whether each such Company Equity Interest Award will be vested a Vested Company Option or unvested an Unvested Company Option as of immediately prior to the Effective Time); (ii) (A) , and, in the Exchange Ratio, and (B) the portion case of the Transaction Share Consideration Company Options, the exercise price thereof, (specifying b) the number of the SPAC New Shares) allocated JAWS Shares that will be subject to each Company Share pursuant to Section 2.1(h) based on the Exchange Ratio (including, for the avoidance of doubt, the number of the SPAC New Shares that would be allocated to any such Company Shares pursuant to Section 2.1(h) but for such Company Shares being Dissenting Shares), as well asRollover Option and, in the case of each Rollover Option, the exercise price thereof at the Effective Time, as well as the calculation of clauses the Option Exchange Ratio, (Ac) through (B), reasonably detailed calculations with respect to a calculation of the Adjusted Transaction Share Consideration and its components and subcomponents thereof (including any exchange the Adjusted Equity Value, the Aggregate Exercise Price and the Equity Value) and the Per Share Consideration, (or similard) ratio on which such calculations are based); (iii) the portion of the Adjusted Transaction Share Consideration allocated to each Company Stockholder that is a Dissenting Stockholder Shareholder, and the number of Company Shares held by such Company Stockholder that are Dissenting Shares; and (ive) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses clause (ia), clause (iib), clause (c) and clause (iiid) of this Section 2.3(a) areis, and will be as of immediately prior to the Effective Time, (A) true and correct in all respects, (B) respects and in accordance with the applicable provisions last sentence of this Agreement, the Governing Documents of Section 2.4 and (ii) the Company and applicable Laws, and (C) in the case of the Company Restricted Share Awards, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement (or other documentation evidencing such grant) with respect thereto. (b) No later than the date thirty (30) days following the Execution Date, the Company shall deliver to the SPAC an illustrative Allocation Schedule (the “Illustrative Allocation Schedule”) prepared by the Company as if the Closing occurred as of the date of this Agreement and, without limiting any other covenants, agreements, representations or warranties of the Company under this Agreement or any Ancillary Agreementhas performed, or of any Company Equityholder under any Ancillary Agreementotherwise complied with, or the rights or remedies of any SPAC Party or the Sponsor with respect theretoas applicable, the Allocation Schedule will be substantially its covenants and agreements set forth in the form of the Illustrative Allocation Schedule and will take into account any changes to the Company’s capitalization between the date of this Agreement and the date of delivery of the Allocation Schedule to the SPAC pursuant to Section 2.3(a2.5(a)(iv). The Company will review and consider in good faith any comments to the Allocation Schedule provided by the SPAC JAWS or any of its Representatives and the Company and the SPAC, acting consider in good faith, shall mutually agree on the contents faith any reasonable comments proposed by JAWS or any of the Allocation Schedule. (c) its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (i) all Company Shares held by any Company Equityholder shall be aggregated, and the Exchange Ratio shall be applied to that aggregate number of shares held by such Company Equityholder, and not on a share-by-share basis, (iiA) the aggregate number of the SPAC New JAWS Shares that each Company Equityholder Shareholder will have a right to receive or pursuant to which his, her or its Company Restricted Share Award (if anySection 2.1(b)(vii) will become subject, as applicable, under this Agreement will be rounded up down to the nearest whole share, (iiiB) in no event shall the aggregate number of the SPAC New JAWS Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares and Vested Company Options exceed the Equity Interests Adjusted Transaction Share Consideration and (C) the Allocation Schedule (or the calculations or determinations therein) shall be prepared in accordance with, as applicable, applicable Law, the Governing Documents of the Company, the Company Equity Plan and any other Contract to which the Company is a party or bound (ortaking into account, for the avoidance of doubt, any actions taken by the Company Equityholders), exceed (A) the Transaction Share Consideration, minus (B) the SPAC New Shares that would be allocated to Company Shares pursuant to Section 2.1(h) but for such Company Shares being Dissenting Shares (it being further understood and agreed, for the avoidance of doubt, that in no event shall any SPAC New Shares described in this clause (B) be allocated to any other Company Equityholder and shall instead not be allocated at the Closing or otherwise, except solely in the circumstances described in Section 2.72.5(a)(iv), (iv) the SPAC Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicable, and (v) upon delivery, payment and issuance of the Transaction Share Consideration on the Closing Date to the Exchange Agent, the SPAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Transaction Share Consideration), and none of them shall have (I) any further obligations to the Company, any Company Equityholder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Transaction Share Consideration), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company (on behalf of itself and the Company Equityholders) hereby irrevocably waives and releases the SPAC and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from any and all claims arising out of or resulting from or related to such Allocation Schedule and the allocation of the Transaction Share Consideration, as the case may be, among each Company Equityholder as set forth in such Allocation Schedule. For the avoidance of doubt, immediately after the Effective Time, no shares of the SPAC’s Class B Common Stock (as defined in the the SPAC A&R CoI) shall be issued or outstanding.

Allocation Schedule. (a) At least No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the SPAC Dragoneer an allocation schedule (the “Allocation Schedule”) setting forth: forth (i) (Aa) the number of Company Shares held by each Company StockholderShareholder, and (B) the number and type of Equity Interests of the Company that are Shares subject to a each Company Restricted Share Equity Award (held by each holder thereof, as well as the vesting terms and the holder and whether each schedule of such Equity Interest will be vested or unvested awards as of immediately prior to the Effective Time); , and, in the case of the Company Options, the exercise price thereof, the date of grant, the vesting commencement date, the expiration date, and the vested and unvested Company Options, (ii) (Ab) the Exchange Rationumber of Dragoneer Shares that will be subject to each Rollover Option and the exercise price thereof at the Effective Time, and as well as the exchange ratio on which such calculations are based (Bwhich shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to this clause (b)), (c) the portion of the Transaction Share Consideration (specifying the number of the SPAC New Shares) allocated to each Company Share pursuant to Section 2.1(hShareholder, (d) based on the Exchange Ratio (including, for the avoidance of doubt, the number of Dragoneer Shares which each Company Shareholder and each holder of Company Options will be entitled to receive as Company Earnout Shares (as may be adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the SPAC New Shares that would be allocated to any such Company Shares pursuant to Section 2.1(h) but for such Company Shares being Dissenting Shareslike), as well as, in the case of each of clauses and (A) through (B), reasonably detailed calculations with respect to the components and subcomponents thereof (including any exchange (or similar) ratio on which such calculations are based); (iii) each Company Stockholder that is a Dissenting Stockholder and the number of Company Shares held by such Company Stockholder that are Dissenting Shares; and (ive) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (ia), (iib), (c) and (iiid) of this Section 2.3(a) areis, and will be as of immediately prior to the Effective Time, (A) true and correct in all respects, (B) respects and in accordance with the applicable provisions last sentence of this Agreement, the Governing Documents of Section 2.3 and (ii) the Company and applicable Laws, and (C) in the case of the Company Restricted Share Awards, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement (or other documentation evidencing such grant) with respect thereto. (b) No later than the date thirty (30) days following the Execution Date, the Company shall deliver to the SPAC an illustrative Allocation Schedule (the “Illustrative Allocation Schedule”) prepared by the Company as if the Closing occurred as of the date of this Agreement and, without limiting any other covenants, agreements, representations or warranties of the Company under this Agreement or any Ancillary Agreementhas performed, or of any Company Equityholder under any Ancillary Agreementotherwise complied with, or the rights or remedies of any SPAC Party or the Sponsor with respect theretoas applicable, the Allocation Schedule will be substantially its covenants and agreements set forth in the form of the Illustrative Allocation Schedule Section 2.4(c) and will take into account any changes to the Company’s capitalization between the date of this Agreement and the date of delivery of the Allocation Schedule to the SPAC pursuant to Section 2.3(a5.13(d). The Company will review and consider in good faith any comments to the Allocation Schedule provided by the SPAC Dragoneer or any of its Representatives and the Company and the SPAC, acting consider in good faith, shall mutually agree on the contents faith any reasonable comments proposed by Dragoneer or any of the Allocation Schedule. (c) its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (i) all Company Shares held by any Company Equityholder shall be aggregated, and the Exchange Ratio shall be applied to that aggregate number of shares held by such Company Equityholder, and not on a share-by-share basis, (iiA) the aggregate number of the SPAC New Dragoneer Shares that each Company Equityholder Shareholder will have a right to receive or pursuant to which his, her or its Company Restricted Share Award (if anySection 2.1(b)(vii) will become subject, as applicable, under this Agreement will be rounded up down to the nearest whole share, (iiiB) in no event shall the aggregate number of the SPAC New Dragoneer Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares and Company Equity Awards exceed the Equity Interests Transaction Share Consideration and (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Shareholders Agreement, the Company Equity Plan or any other Contract to which the Company is a party or bound (ortaking into account, for the avoidance of doubt, any actions taken by the Company Equityholders), exceed (A) the Transaction Share Consideration, minus (B) the SPAC New Shares that would be allocated to Company Shares pursuant to Section 2.1(h2.4(c) but for such Company Shares being Dissenting Shares (it being further understood and agreed, for the avoidance of doubt, that in no event shall any SPAC New Shares described in this clause (B) be allocated to any other Company Equityholder and shall instead not be allocated at the Closing or otherwise, except solely in the circumstances described in Section 2.75.13(d), (iv) the SPAC Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicable, and (v) upon delivery, payment and issuance of the Transaction Share Consideration on the Closing Date to the Exchange Agent, the SPAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Transaction Share Consideration), and none of them shall have (I) any further obligations to the Company, any Company Equityholder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Transaction Share Consideration), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company (on behalf of itself and the Company Equityholders) hereby irrevocably waives and releases the SPAC and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from any and all claims arising out of or resulting from or related to such Allocation Schedule and the allocation of the Transaction Share Consideration, as the case may be, among each Company Equityholder as set forth in such Allocation Schedule. For the avoidance of doubt, immediately after the Effective Time, no shares of the SPAC’s Class B Common Stock (as defined in the the SPAC A&R CoI) shall be issued or outstanding.

Allocation Schedule. (a) At least No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the SPAC Dragoneer an allocation schedule (the “Allocation Schedule”) setting forth: forth (i) (Aa) the number of Company Shares held by each Company StockholderShareholder, and (B) the number and type of Equity Interests of the Company that are Shares subject to a each Company Restricted Share Equity Award (held by each holder thereof, as well as the vesting terms and the holder and whether each schedule of such Equity Interest will be vested or unvested awards as of immediately prior to the First Effective Time); , and, in the case of the Company Options, the exercise price thereof, the date of grant, the vesting commencement date, the expiration date, and the portion that is vested and the portion that is unvested, (ii) (Ab) the Exchange Rationumber of Dragoneer Shares that will be subject to each Rollover Option and the exercise price thereof at the First Effective Time, and as well as the exchange ratio on which such calculations are based (Bwhich shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to this clause (b)), (c) the portion of the Transaction Share Consideration (specifying the number of the SPAC New Shares) allocated to each Company Shareholder (assuming such Company Shareholder does not hold any Dissenting Shares) and each holder of a Company Equity Award (provided that no Transaction Share pursuant to Section 2.1(h) based on the Exchange Ratio (including, for the avoidance of doubt, the number of the SPAC New Shares that would Consideration shall be allocated to any such out-of-money Company Shares pursuant to Section 2.1(h) but for such Company Shares being Dissenting SharesEquity Awards (if any)), as well as, in the case of each of clauses and (A) through (B), reasonably detailed calculations with respect to the components and subcomponents thereof (including any exchange (or similar) ratio on which such calculations are based); (iii) each Company Stockholder that is a Dissenting Stockholder and the number of Company Shares held by such Company Stockholder that are Dissenting Shares; and (ivd) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (ia), (ii) b), and (iiic) of this Section 2.3(a) areis, and will be as of immediately prior to the First Effective Time, (A) true and correct in all respects, (B) respects and in accordance with the applicable provisions last sentence of this Agreement, the Governing Documents of Section 2.3 and (ii) the Company and applicable Laws, and (C) in the case of the Company Restricted Share Awards, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement (or other documentation evidencing such grant) with respect thereto. (b) No later than the date thirty (30) days following the Execution Date, the Company shall deliver to the SPAC an illustrative Allocation Schedule (the “Illustrative Allocation Schedule”) prepared by the Company as if the Closing occurred as of the date of this Agreement and, without limiting any other covenants, agreements, representations or warranties of the Company under this Agreement or any Ancillary Agreementhas performed, or of any Company Equityholder under any Ancillary Agreementotherwise complied with, or the rights or remedies of any SPAC Party or the Sponsor with respect theretoas applicable, the Allocation Schedule will be substantially its covenants and agreements set forth in the form of the Illustrative Allocation Schedule Section 2.4(c) and will take into account any changes to the Company’s capitalization between the date of this Agreement and the date of delivery of the Allocation Schedule to the SPAC pursuant to Section 2.3(a5.13(d). The Company will review and consider in good faith any comments to the Allocation Schedule provided by the SPAC Dragoneer or any of its Representatives and the Company and the SPAC, acting consider in good faith, shall mutually agree on the contents faith any reasonable comments proposed by Dragoneer or any of the Allocation Schedule. (c) its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (i) all Company Shares held by any Company Equityholder shall be aggregated, and the Exchange Ratio shall be applied to that aggregate number of shares held by such Company Equityholder, and not on a share-by-share basis, (iiA) the aggregate number of the SPAC New Dragoneer Shares that each Company Equityholder Shareholder will have a right to receive or pursuant to which his, her or its Company Restricted Share Award (if anySection 2.1(b)(viii) will become subject, as applicable, under this Agreement will be rounded up down to the nearest whole share, (iiiB) in no event shall the aggregate number of the SPAC New Dragoneer Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Dissenting Shares) and Company Equity Awards exceed the Transaction Share Consideration or be paid in respect of any Equity Interests Securities of the Company not accurately set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted in violation of Section 5.1(b) and (orC) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Shareholders Agreement, the Company Equity Plan or any other Contract to which the Company is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Equityholders), exceed (A) the Transaction Share Consideration, minus (B) the SPAC New Shares that would be allocated to Company Shares pursuant to Section 2.1(h2.4(c) but for such Company Shares being Dissenting Shares (it being further understood and agreed, for the avoidance of doubt, that in no event shall any SPAC New Shares described in this clause (B) be allocated to any other Company Equityholder and shall instead not be allocated at the Closing or otherwise, except solely in the circumstances described in Section 2.75.13(d), (iv) the SPAC Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicable, and (v) upon delivery, payment and issuance of the Transaction Share Consideration on the Closing Date to the Exchange Agent, the SPAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Transaction Share Consideration), and none of them shall have (I) any further obligations to the Company, any Company Equityholder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Transaction Share Consideration), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company (on behalf of itself and the Company Equityholders) hereby irrevocably waives and releases the SPAC and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from any and all claims arising out of or resulting from or related to such Allocation Schedule and the allocation of the Transaction Share Consideration, as the case may be, among each Company Equityholder as set forth in such Allocation Schedule. For the avoidance of doubt, immediately after the Effective Time, no shares of the SPAC’s Class B Common Stock (as defined in the the SPAC A&R CoI) shall be issued or outstanding.