Common use of Allocation Schedule Clause in Contracts

Allocation Schedule. No later than five (5) Business Days prior to the Closing Date, each Company Party shall deliver to Parent an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Parties Stock held by each Company Parties Stockholder, (b) the number of Parent Shares to be allocated as Indemnity Escrow Shares, (c) the number of Parent Shares to be allocated to each holder at the Effective Time, and (d) a certification, duly executed by an authorized officer of each Company Party, that (i) the information delivered pursuant to clauses (a), (b), (c) and (d) is, and will be as of immediately prior to the Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company Parties have performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.5(b). The Company Parties will review any comments to the Allocation Schedule provided by Parent or any of its Representatives and revise the Allocation Schedule to include any comments proposed by Parent or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock that each Company Parties Stockholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c) will be rounded down to the nearest whole share and (B) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of 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 (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.5).

Allocation Schedule. No later than five (5) Business Days prior to the Closing Date, each Company Party shall deliver to Parent an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Parties Stock held by each Company Parties Stockholder, (b) the number of Parent Shares to be allocated as Indemnity Escrow Shares, (c) the number of Parent Shares to be allocated to each holder 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 (de) a certification, duly executed by an authorized officer of each Company Party, that (i) the information delivered pursuant to clauses (a), (b), (e), and, as applicable (c) and (d) is, and will be as of immediately prior to the Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company Parties have performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.5(b). The Company Parties will review any comments to the Allocation Schedule provided by Parent or any of its Representatives and revise the Allocation Schedule to include any comments proposed by Parent or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock that each Company Parties Stockholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c) will be rounded down to the nearest whole share and (B) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of 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 (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.5).

Allocation Schedule. No later than five (5a) At least three (3) Business Days prior to the Closing Date, each the Company Party shall deliver to Parent the SPAC an allocation schedule (the “Allocation Schedule”) setting forth forth: (ai) (A) the number of Company Shares held by each Company Stockholder, and (B) the number and class type of shares Equity Interests of the Company Parties Stock held by that are subject to a Company Restricted Share Award (and the holder and whether each Company Parties Stockholdersuch Equity Interest will be vested or unvested as of immediately prior to the Effective Time); (ii) (A) the Exchange Ratio, and (bB) the portion of the Transaction Share Consideration (specifying the number of Parent Shares the SPAC New Shares) allocated to be allocated as Indemnity Escrow Shareseach Company Share pursuant to Section 2.1(h) based on the Exchange Ratio (including, (c) for the avoidance of doubt, the number of Parent the SPAC New Shares to 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 holder at of clauses (A) through (B), reasonably detailed calculations with respect to the Effective Time, components and subcomponents thereof (dincluding 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 each Company Partythe Company, that (i) the information and calculations delivered pursuant to clauses (ai), (b), (cii) and (diii) isof this Section 2.3(a) are, and will be as of immediately prior to the Effective Time, (A) true and correct in all respects and respects, (B) in accordance with the last sentence applicable provisions of this Section 2.3 Agreement, the Governing Documents of the Company and applicable Laws, and (iiC) in the case of the Company Parties have performedRestricted 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 otherwise complied withof any Company Equityholder under any Ancillary Agreement, as applicableor the rights or remedies of any SPAC Party or the Sponsor with respect thereto, its covenants the Allocation Schedule will be substantially in the form of the Illustrative Allocation Schedule and agreements set forth in 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 2.5(b2.3(a). The Company Parties will review and consider in good faith any comments to the Allocation Schedule provided by Parent the SPAC or any of its Representatives and revise the Company and the SPAC, acting in good faith, shall mutually agree on the contents of the Allocation Schedule to include any comments proposed by Parent or any of its Representatives. Schedule. (c) Notwithstanding the foregoing or anything to the contrary herein, (Ai) 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 shares of Parent Common Stock the SPAC New Shares that each Company Parties Stockholder Equityholder will have a right to receive pursuant or to Section 2.1(b)(iiwhich his, her or its Company Restricted Share Award (if any) and Section 2.1(c) will become subject, as applicable, under this Agreement will be rounded down up to the nearest whole share and share, (Biii) in no event shall the aggregate number of the SPAC New Shares set forth on the Allocation Schedule (or that are allocated in respect of the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents 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 (taking into accountor, for the avoidance of doubt, any actions taken by the Company Parties Equityholders), exceed (A) the Transaction Share Consideration, minus (B) the SPAC New Shares that would be allocated to Company Shares pursuant to Section 2.52.1(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. No later than five three (53) Business Days prior to the Closing Date, each the Company Party shall deliver to Parent TortoiseCorp III an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Parties Stock Common Shares and Company Preferred Shares held by each Company Parties StockholderShareholder (after giving effect to the Company Exchanges), (b) the number calculation of Parent the Equity Value, the Aggregate Common Share Consideration, the Aggregate Preferred Share Consideration, and the resulting Transaction Share Consideration (which shall, for the avoidance of doubt, be reduced by the aggregate portion of the Transaction Share Consideration that would be attributable to the Dissenting Shares to be allocated as Indemnity Escrow if such Company Shares were not Dissenting Shares, ) (c) the number portion of Parent Shares to be the Transaction Share Consideration allocated to each holder at the Effective TimeCompany Shareholder (other than Dissenting Shareholders), and (d) 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 like), (e) a certification, duly executed by an authorized officer of each Company Partythe Company, that (i) the information delivered pursuant to clauses (a), (b), (c) and (d) is, and will be as of immediately prior to the Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company Parties have has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.5(b5.13(d), and (f) reasonable supporting documentation in support of the calculation of the amounts set forth in clauses (a), (b), (c) and (d). The Company Parties will review any comments to the Allocation Schedule provided by Parent 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 revise the Allocation Schedule to include otherwise consider in good faith any reasonable comments proposed by Parent TortoiseCorp III or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock TortoiseCorp III Shares that each Company Parties Stockholder Shareholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c2.1(e)(vii) will be rounded down to the nearest whole share share, (B) in no event shall the aggregate number of TortoiseCorp III Common Shares set forth on the Allocation Schedule that are allocated in respect of Company Common Shares exceed the Aggregate Common Share Consideration and (BC) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of each Company Partythe Company, the Company Parties Stockholders Agreements, the Company Parties Equity Plans Shareholders Agreement or any other Contract to which a the Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.55.13(d)).

Allocation Schedule. No later than five The Company acknowledges and agrees that (5i) the Aggregate Merger Consideration and the Earn Out Shares are being allocated among the Pre-Closing Holders pursuant to the schedule in the form set forth on Schedule 3.07 and delivered by the Company to SPAC at least two Business Days prior to the anticipated Closing Date, each Company Party shall deliver to Parent an allocation schedule Date (the “Allocation Schedule”) setting and such allocation (i) is and will be in accordance with the Organizational Documents of the Company and applicable Law, (ii) does and will set forth (aA) the mailing addresses and email addresses, for each Pre-Closing Holder, (B) the number and class of shares of Company Parties Stock held Equity Securities owned by each Company Parties StockholderPre-Closing Holder, (bC) the number of Parent Shares to be allocated as Indemnity Escrow Shares, (c) the number shares of Parent Shares to be Surviving Pubco Class A Common Stock allocated to each holder at the Effective TimePre-Closing Holder, and (d) a certification, duly executed by an authorized officer of each Company Party, that (iD) the information delivered pursuant portion of the Earn Out Shares allocated to clauses (a), (b), (c) each Pre-Closing Holder and (diii) is, and will otherwise be as of immediately prior to the Effective Time, true and correct accurate in all respects (except for de minimis inaccuracies that are not material). For illustrative purposes only, set forth on Schedule 3.07 is the Allocation Schedule as it would have been prepared if the Closing Date were the date hereof (it being understood that such illustrative Allocation Schedule set forth on Schedule 3.07 is illustrative only and not binding in any manner on the Parties); provided that, the Parties agree that such illustrative Allocation Schedule shall not be required to set forth the mailing addresses and email addresses for the Pre-Closing Holders. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment, issuance, reserve for issuance or any other treatment of the Aggregate Merger Consideration on the Closing Date in accordance with the last sentence Allocation Schedule, subject to Section 3.03, SPAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Section 2.3 Agreement, and none of them shall have (iiI) any further obligations to the Company, any Pre-Closing Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Aggregate Merger Consideration) (other than the Earn Out Shares), or (II) any liability with respect to the allocation of the consideration under this Agreement, and the Company Parties have performedhereby irrevocably waives and releases SPAC and its Affiliates (but excluding, on and after the Closing, the Company and its Affiliates) from all claims arising from or otherwise complied withrelated to such Allocation Schedule and the allocation of the Aggregate Merger Consideration, as applicablethe case may be, its covenants and agreements among each Pre-Closing Holder as set forth in Section 2.5(b). The Company Parties will review any comments to the such Allocation Schedule provided by Parent or any of its Representatives and revise the Allocation Schedule to include any comments proposed by Parent or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock that each Company Parties Stockholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c) will be rounded down to the nearest whole share and (B) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of 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 (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.5)Schedule.

Allocation Schedule. No later than five The Company and each Company Stockholder acknowledges and agrees that (5a) the Merger Consideration, the Share Price Earn Out Shares are being allocated among Company Stockholders pursuant to the schedule in the form set forth on Schedule 2.4 and delivered by the Company to Purchaser at least two (2) Business Days prior to the anticipated Closing Date, each Company Party shall deliver to Parent an allocation schedule Date (the “Allocation Schedule”) setting and such allocation (i) is and will be in accordance with the Organizational Documents of the Company and applicable Law, (b) does and will set forth (aA) the mailing addresses and email addresses, for each Company Stockholder, (B) the number and class of shares of Company Parties Stock held equity securities owned by each Company Parties StockholderStockholders, (bC) the number of Parent shares of Purchaser Common Stock allocated to each Company Stockholder, and (D) the portion of the Earn Out Shares allocated to be allocated as Indemnity Escrow Shares, each Company Stockholder and (c) the number of Parent Shares to be allocated to each holder at the Effective Time, and (d) a certification, duly executed by an authorized officer of each Company Party, that (i) the information delivered pursuant to clauses (a), (b), (c) and (d) is, is and will otherwise be as of immediately prior to the Effective Time, true and correct accurate in all respects (except for de minimis inaccuracies that are not material). For illustrative purposes only, set forth on Schedule 2.4 is the Allocation Schedule as it would have been prepared if the Closing Date were the date hereof (it being understood that such illustrative Allocation Schedule set forth on Schedule 2.4 is illustrative only and not binding in any manner on the Parties); provided that, the Parties agree that such illustrative Allocation Schedule shall not be required to set forth the mailing addresses and email addresses for the Company Stockholders. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment, issuance, reserve for issuance or any other treatment of the Merger Consideration on the Closing Date in accordance with the last sentence Allocation Schedule, subject to Section 1.7 and Section 1.11, Purchaser and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Section 2.3 Agreement, and none of them shall have (iiI) any further obligations to the Company, any Company Stockholder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Merger Consideration) (other than the Earn Out Shares), or (II) any liability with respect to the allocation of the consideration under this Agreement, and the Company Parties have performedhereby irrevocably waives and releases Purchaser and its Affiliates (but excluding, on and after the Closing, the Company and its Affiliates) from all claims arising from or otherwise complied withrelated to such Allocation Schedule and the allocation of the Merger Consideration, as applicablethe case may be, its covenants and agreements among each Company Stockholder as set forth in Section 2.5(b). The Company Parties will review any comments to the such Allocation Schedule provided by Parent or any of its Representatives and revise the Allocation Schedule to include any comments proposed by Parent or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock that each Company Parties Stockholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c) will be rounded down to the nearest whole share and (B) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of 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 (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.5)Schedule.

Allocation Schedule. No later than five three (53) Business Days prior to the Closing Date, each the Company Party shall deliver to Parent Dragoneer an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Parties Stock Shares held by each Company Parties StockholderShareholder, the number of Company Shares subject to each Company Equity Award held by each holder thereof, as well as the vesting terms and schedule of such 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, (b) the number of Parent Dragoneer 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 (which shall, for the avoidance of doubt, be allocated as Indemnity Escrow Sharesthe same exchange ratio for each calculation pursuant to this clause (b)), (c) the number portion of Parent Shares to be the Transaction Share Consideration allocated to each Company Shareholder, (d) the number of Dragoneer Shares which each Company Shareholder and each holder at 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 Effective Timelike), and (de) a certification, duly executed by an authorized officer of each Company Partythe Company, that (i) the information delivered pursuant to clauses (a), (b), (c) and (d) is, and will be as of immediately prior to the Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company Parties have has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.5(b2.4(c) and Section 5.13(d). The Company Parties will review any comments to the Allocation Schedule provided by Parent Dragoneer or any of its Representatives and revise the Allocation Schedule to include consider in good faith any reasonable comments proposed by Parent Dragoneer or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock Dragoneer Shares that each Company Parties Stockholder Shareholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c2.1(b)(vii) will be rounded down to the nearest whole share share, (B) in no event shall the aggregate number of Dragoneer Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares and Company Equity Awards exceed the Transaction Share Consideration and (BC) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of each Company Partythe Company, the Company Parties Stockholders AgreementsShareholders Agreement, the Company Parties Equity Plans Plan or any other Contract to which a the Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.52.4(c) and Section 5.13(d)).

Allocation Schedule. No later than five three (53) Business Days prior to the Closing Date, each the Company Party shall deliver to Parent Dragoneer an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Parties Stock Shares held by each Company Parties StockholderShareholder, the number of Company Shares subject to each Company Equity Award held by each holder thereof, as well as the vesting terms and schedule of such 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, (b) the number of Parent Dragoneer Shares that will be subject to each Rollover Option and the exercise price thereof at the First Effective Time, as well as the exchange ratio on which such calculations are based (which shall, for the avoidance of doubt, be allocated as Indemnity Escrow Sharesthe same exchange ratio for each calculation pursuant to this clause (b)), (c) the number portion of Parent Shares the Transaction Share Consideration 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 Consideration shall be allocated to each holder at the Effective Timeout-of-money Company Equity Awards (if any)), and (d) a certification, duly executed by an authorized officer of each Company Partythe Company, that (i) the information delivered pursuant to clauses (a), (b), and (c) and (d) is, and will be as of immediately prior to the First Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company Parties have has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.5(b2.4(c) and Section 5.13(d). The Company Parties will review any comments to the Allocation Schedule provided by Parent Dragoneer or any of its Representatives and revise the Allocation Schedule to include consider in good faith any reasonable comments proposed by Parent Dragoneer or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock Dragoneer Shares that each Company Parties Stockholder Shareholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c2.1(b)(viii) will be rounded down to the nearest whole share share, (B) in no event shall the aggregate number of Dragoneer Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Dissenting Shares) and Company Equity Awards exceed the Transaction Share Consideration or be paid in respect of any Equity Securities of the Company not accurately set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted in violation of Section 5.1(b) and (BC) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of each Company Partythe Company, the Company Parties Stockholders AgreementsShareholders Agreement, the Company Parties Equity Plans Plan or any other Contract to which a the Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.52.4(c) and Section 5.13(d)).

Allocation Schedule. No later than five three (53) Business Days prior to the Closing Date, each the Company Party shall deliver to Parent AMHC an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Parties Stock Shares held by each Company Parties Stockholder, including (without duplication) each Company Stockholder who holds Company Shares subject to a Company Restricted Stock Award, the number of Company Shares 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, and, in the case of the Company Options the exercise price thereof, (b) the number of Parent AMHC Shares that will be subject to each Rollover Option, the exercise price thereof at the Effective Time, as well as the exchange ratio on which such calculations are based (which shall, for the avoidance of doubt, be allocated as Indemnity Escrow Sharesthe same exchange ratio for each calculation pursuant to this clause (b)), (c) the portion of the Transaction Share Consideration allocated to each Company Stockholder (including the number of Parent AMHC New Voting Shares and AMHC New Non-Voting Shares to be allocated to each holder at the Effective Time, received by such Company Stockholder) and (d) a certification, duly executed by an authorized officer of each Company Partythe Company, that (i) the information delivered pursuant to clauses (a), (b), ) and (c) and (d) isof this Section 2.3 are, and will be as of immediately prior to the Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company Parties have has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.5(b2.4(c). The Company Parties will review any comments to the Allocation Schedule provided by Parent AMHC or any of its Representatives and revise the Allocation Schedule to include consider in good faith any reasonable comments proposed by Parent AMHC or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock AMHC Shares that each Company Parties Stockholder Stockholder, including (without duplication) each holder of a Rollover Restricted Stock Award, will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c2.1(a)(viii) will be rounded down to the nearest whole share and share, (B) in no event shall the aggregate number of AMHC Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Company Shares subject to Company Restricted Stock Awards) and Rollover Options exceed the Transaction Share Consideration, (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of each Company Partythe Company, the Company Parties Stockholders AgreementsAgreement, the Company Parties Equity Plans Plan or any other Contract to which a the Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.52.4(c)); and (D) in the event that the delivery of any AMHC Shares pursuant to the Merger would result in a Designated Holder holding any Excess Shares, then such Designated Holder shall receive one (1) AMHC New Non-Voting Share in lieu of each AMHC New Voting Share that is an Excess Share. Notwithstanding anything else herein, no fractional AMHC Shares shall be issued pursuant to this Agreement (with the intended effect that any AMHC Shares issuable to a Person under this Agreement shall be aggregated and then rounded to the nearest whole number).

Allocation Schedule. No later than five three (53) Business Days prior to the Closing Date, each the Company Party shall deliver to Parent CHP an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Parties Stock held by each Company Parties StockholderStockholder and underlying each Company Warrant, (b) the number of Parent Shares Company Stock subject to each Company Option held by each holder thereof, as well as whether each such Company Option will be allocated a Vested Company Option or an Unvested Company Option as Indemnity Escrow Sharesof immediately prior to the Effective Time and the exercise price thereof, (c) the number of Parent Shares 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 (de) a certification, duly executed by an authorized officer of each Company Partythe Company, that (i) the information delivered pursuant to clauses (a), (b), (c) and (d) is, and will be as of immediately prior to the Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company Parties have has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.5(b2.4(b). The Company Parties will review any comments to the Allocation Schedule provided by Parent CHP or any of its Representatives and revise the Allocation Schedule to include consider in good faith any reasonable comments proposed by Parent CHP or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent CHP Common Stock that each Company Parties Stockholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c2.1(c)(viii) will be rounded down to the nearest whole share and (B) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of each Company Partythe Company, the Company Parties Stockholders Agreements, the Company Parties Equity Plans Plan or any other Contract to which a the Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.52.1(b).)

Allocation Schedule. No later than At least five (5) Business Days prior to the Closing DateClosing, each the Company Party shall deliver to Parent Pathfinder an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of Company Pre-Closing Common Shares held by Parent, the number and class of shares Equity Securities of Company Parties Stock Parent held by each 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 Parties StockholderEquity 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 number of Parent Shares to be allocated as Indemnity Escrow SharesAdjusted 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 Vested Parent Equityholder pursuant to Section 1.1(b) and, 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, (d) the terms and conditions of each Unvested Parent Equity Award and the number of Parent Shares Company Restricted Stock or Company RSUs to be allocated 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 Parent Cash Plan as a result of, or in connection with, the Transactions, as well as the amounts to be paid to each holder at participant under the Effective TimeParent Cash Plan, and (df) a certification, duly executed by an authorized officer of each Company Partythe Company, that (i) the information and calculations delivered pursuant to clauses (a), (b), (c), (d) and (de) isare, and will be as of immediately prior to the Effective Timetime of the consummation of the Pre-Closing Reorganization, true and correct in all respects and in accordance with the last sentence Allocation Schedule Requirements. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with applicable provisions of this Section 2.3 Agreement, the Governing Documents of the Company, Parent GP and Parent, the shareholders agreements applying to Parent (iiif any) or any other Group Company, and applicable Laws, in the case of the Parent Equity Awards or Company Parties have performedEquity Awards, in accordance with the applicable Parent Equity Plan or otherwise complied withCompany Equity Plan and any applicable grant, award or similar agreement with respect to each such Parent Equity Award or Company Equity Award, as applicable, its covenants and, in the case of any payments or other amounts under or in respect of the Parent Cash Plan, in accordance with the Parent Cash Plan and agreements set forth in Section 2.5(bany applicable grant, award or similar agreement with respect thereto (collectively, the “Allocation Schedule Requirements”). The Company Parties will review any comments to the Allocation Schedule provided by Parent or any of its Representatives Pathfinder, consider in good faith and revise the Allocation Schedule to include incorporate any comments proposed by Parent Pathfinder or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock that each Company Parties Stockholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c) will be rounded down to the nearest whole share and (B) in no event shall the aggregate number of 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 any other vested Equity Securities of the calculations or determinations thereinCompany prior to the Closing) breach, as applicable, any applicable Lawexceed the Transaction Share Consideration (i.e., the Governing Documents aggregate value of each Company Party, the Company Parties Stockholders Agreements, the Company Parties Equity Plans Securities received by Vested Parent Equityholders or any other Contract to which a holders of any other vested Equity Securities in the Parent or the Company Party is a party or bound shall not exceed the Adjusted Company Pre-Closing Equity Value (taking into account, for based on the Company Common Share Value)). For the avoidance of doubt, any actions taken by 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 Parties pursuant to Section 2.5)Post-Closing Incentive Equity Plans.

Allocation Schedule. No later than five (5i) Business Days prior The Company has delivered to the Closing DateBuyer a written schedule, each Company Party shall deliver to Parent an allocation schedule which is set forth on Exhibit H (the “Initial Allocation Schedule”) ), certified by the Chief Financial Officer of the Company as having been prepared in accordance with this Agreement, setting forth an itemized list thereof (aincluding calculations thereof) the number and class of shares of Company Parties Stock held by each Company Parties Stockholder, (b) the number of Parent Shares to be allocated as Indemnity Escrow Shares, (c) the number of Parent Shares to be allocated to each holder at the Effective Timein reasonable detail, and in each case in form and substance reasonably satisfactory to the Buyer, of (dA) a certification, duly executed by an authorized officer of each all Company Party, that (i) the information delivered pursuant to clauses (a), (b), (c) and (d) is, and will be Securityholders as of immediately prior to the Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (iiB) the number of Outstanding Company Parties have performedShares, or otherwise complied with, Company SARs and Company RSUs held by each Company Securityholder as applicable, its covenants and agreements set forth in Section 2.5(b). The Company Parties will review any comments of immediately prior to the Allocation Schedule provided by Parent or any of its Representatives and revise the Allocation Schedule to include any comments proposed by Parent or any of its Representatives. Notwithstanding the foregoing or anything to the contrary hereinEffective Time, (AC) the aggregate number of shares of Parent Common Stock that each consideration such Company Parties Stockholder will have Securityholder has a right to receive pursuant to Section 2.1(b)(ii3.2 of this Agreement and (D) the aggregate Pro Rata Portion and Section 2.1(cDesignated Portion for each Company Securityholder. (ii) will be rounded down If necessary, prior to the nearest whole share and (B) in no event Closing Date, the Company shall deliver to the Buyer an update to the Initial Allocation Schedule (or an “Updated Allocation Schedule”), certified by the Chief Financial Officer of the Company as having been prepared in accordance with this Agreement setting forth an itemized list thereof in reasonable detail, and in each case in form and substance reasonably satisfactory to the Buyer, of the items set forth in clauses (A) – (D) of Section 3.2(e)(i). The Company shall reasonably consult with the Buyer prior to the delivery of any Updated Allocation Schedule, and the Company shall consider any revisions proposed by the Buyer to the amounts and calculations or determinations thereinset forth in, and shall consider in good faith any revisions proposed by the Buyer to the amounts and calculations set forth in an Updated Allocation Schedule during such consultation between the Company and the Buyer, and, to the extent the Company agrees with any such revisions, an Updated Allocation Schedule shall be modified to reflect such revisions. (iii) breachNotwithstanding anything contained herein to the contrary, by virtue of their entry into this Agreement and the other documents entered into in connection herewith (including any Company SAR Waiver, Company RSU Waiver and any other consents and waivers), and the receipt of any consideration contemplated hereunder, each of the Company, the Designated Company Shareholders and the Designated Company SAR Holders each, individually and independently, acknowledge and agree (A) that the Company has prepared the Allocation Schedule, and shall prepare any Updated Allocation Schedule, and has determined, calculated and allocated the amounts in the Allocation Schedule, and will determine, calculate and allocate the amounts in any Updated Allocation Schedule, in accordance with this Agreement, the Company Charter, all applicable provisions of applicable Law (including applicable provisions of the DGCL), all applicable Company SAR Agreements, and, as applicable, any applicable Lawthe Company 2009 Equity Plan, (B) that the Company will be solely responsible for the Allocation Schedule and the determination, calculation and allocation of the amounts therein, including the allocation of the Merger Consideration to the Company Securityholders (as of the Effective Time), and (C) to be bound by the Allocation Schedule, and the determination, calculation and allocation of the amounts therein, including the allocation of the Merger Consideration to the Company Securityholders (as of the Effective Time). Without limiting Section 4.1, the Governing Documents of each Buyer, Merger Sub and the Surviving Company Partywill be entitled to rely on any decision, action, consent or instruction of, prior to the Closing, the Company Parties Stockholders Agreements(including with respect to the Allocation Schedule) and, after the Closing, the Securityholder Representative (or any successor or agent thereof) relating to this Agreement or the transactions contemplated hereby, as being the decision, action, consent or instruction of the Company Parties Equity Plans Securityholders, and the Buyer, Merger Sub, the Surviving Company (and their respective directors, officers, employees, Affiliates and representatives) are hereby relieved and released from any and all Losses to any Company Securityholder or any of their respective Affiliates or successors, heirs or representatives or any other Contract to which a Company Party is a party Person for acts done or bound (taking into account, for the avoidance of doubt, any actions taken omissions made by the Buyer, Merger Sub, the Surviving Company Parties pursuant to Section 2.5)(and their respective directors, officers, employees, Affiliates and representatives) in accordance with any such decision, act, consent or instruction.

Allocation Schedule. No later than At least five (5) Business Days prior to the Closing Date, each the Company Party shall deliver to Parent CGC an allocation schedule (the “Allocation Schedule”) setting forth (ai) the number and class of shares of Company Parties Stock Shares held by each Company Parties StockholderStockholder (including the number of Company Common Shares subject to the Company Warrants that will be exercised for Company Common Shares pursuant to Section 2.4(c) held by each holder thereof, and after giving effect to the conversion of the Company Convertible Notes and the Company Preferred Share Conversion pursuant to Section 2.4(d)), (bii) the number of Parent Company Common Shares subject to each Company Equity Award held by each holder thereof, as well as whether each such Company Equity Award will be allocated a Vested Company Equity Award or an Unvested Company Equity Award as Indemnity Escrow Sharesof immediately prior to the Effective Time, and, in each case, the exercise price thereof, (ciii) the number of Parent CGC Shares to that will be allocated subject to each holder Rollover Option and each Rollover RSU Award, and, in the case of each Rollover Option, the exercise price thereof at the Effective Time, (iv) the Transaction Share Consideration, the Fully-Diluted Shares and the Exchange Ratio, (v) each Company Stockholder’s Pro Rata Share of the Transaction Share Consideration (including, for the avoidance of doubt, in respect of any Company Shares that are issued upon exercise of the Company Warrants immediately prior to the Closing pursuant to Section 2.4(c), the conversion of the Company Convertible Notes and after giving effect to the Company Preferred Share Conversion pursuant to Section 2.4(d)), and (dvi) a certification, duly executed by an authorized officer of each Company Partythe Company, that (ia) the information and calculations delivered pursuant to clauses (ai), (bii), (c) iii), (iv), and (dv) is, and will be as of immediately prior to the Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (iib) the Company Parties have has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.5(b2.4(f) and Section 5.13(d). The Company Parties will review any comments to the Allocation Schedule provided by Parent CGC or any of its Representatives and revise the Allocation Schedule to include consider in good faith and incorporate any reasonable comments proposed by Parent CGC or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock CGC Shares that each Company Parties Stockholder will have a right to receive pursuant to Section 2.1(b)(ii2.1(b)(vii) and Section 2.1(c2.1(b)(viii) will be rounded down to the nearest whole share and share, (B) in no event shall the aggregate number of CGC Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company exceed the Transaction Share Consideration, (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of each Company Partythe Company, the Company Parties Stockholders Stockholder Agreements, the Company Parties Equity Plans Plan or any other Contract to which a the Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.52.4(f) and Section 5.13(d)) and (D) the CGC Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Stockholders under this Agreement or under the Exchange Agent Agreement, as applicable.

Allocation Schedule. No later than five three (53) Business Days prior to the Closing Date, each the Company Party shall deliver to Parent Purchaser an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Parties Stock Common Shares and Company Class V Shares held by each Company Parties StockholderShareholder, (b) the number calculation of Parent Shares the Equity Value and the Transaction Share Consideration (which shall, for the avoidance of doubt, be reduced by the aggregate portion of the Transaction Share Consideration that would otherwise be attributable to be allocated as Indemnity Escrow the Dissenting Shares), (c) the number portion of Parent Shares to be the Transaction Share Consideration allocated to each holder at the Effective TimeCompany Shareholder (other than Dissenting Shareholders), and (d) a certification, duly executed by an authorized officer of each Company Partythe Company, that (i) the information delivered pursuant to clauses (a), (b), (c) and (dc) is, and will be as of immediately prior to the Company Merger Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company Parties have has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.5(b5.13(d), and (e) reasonable supporting documentation in support of the calculation of the amounts set forth in clauses (a), (b) and (c). The Company Parties will review any comments to the Allocation Schedule provided by Parent Purchaser or any of its Representatives, make any changes proposed by Purchaser or its Representatives that are correcting mathematical or other manifest error and revise the Allocation Schedule to include otherwise consider in good faith any reasonable comments proposed by Parent Purchaser or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Pubco Common Stock Shares that each Company Parties Stockholder Shareholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c2.1(f)(vii) will be rounded down to the nearest whole share share, (B) in no event shall the aggregate number of 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 Transaction Share Consideration and (BC) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of each Company Party, the Company Parties Stockholders Agreements, the Company Parties Equity Plans or any other Contract to which a the Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.55.13(d)).

Allocation Schedule. No later than five three (53) Business Days prior to the Closing Date, each the Company Party shall deliver to Parent JAWS an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Parties Stock Shares held by each Company Parties StockholderShareholder, the number of Company Shares subject to each Company Equity Award held by each holder thereof, as well as whether each such Company Equity Award will be a Vested Company Option or an Unvested Company Option as of immediately prior to the Effective Time, and, in the case of the Company Options, the exercise price thereof, (b) the number of Parent New JAWS Shares to that will be allocated as Indemnity Escrow Shares, (c) the number of Parent Shares to be allocated subject to each holder Rollover Option and, in the case of each Rollover Option, the exercise price thereof at the Effective Time, as well as the calculation of the Option Exchange Ratio, (c) a calculation of the Adjusted Transaction Share Consideration and its components (including the Adjusted Equity Value, the Aggregate Exercise Price and the Equity Value) and the Per Share Consideration, (d) the portion of the Adjusted Transaction Share Consideration allocated to each Company Shareholder, and (de) a certification, duly executed by an authorized officer of each Company Partythe Company, that (i) the information delivered pursuant to clauses clause (a), clause (b), clause (c) and clause (d) is, and will be as of immediately prior to the Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 2.4 and (ii) the Company Parties have has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.5(b2.5(a)(iv). The Company Parties will review any comments to the Allocation Schedule provided by Parent JAWS or any of its Representatives and revise the Allocation Schedule to include consider in good faith any reasonable comments proposed by Parent JAWS or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock New JAWS Shares that each Company Parties Stockholder Shareholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c2.1(b)(vii) will be rounded down to the nearest whole share and share, (B) in no event shall the aggregate number of New JAWS Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares and Vested Company Options exceed the Adjusted Transaction Share Consideration and (C) the Allocation Schedule (or the calculations or determinations therein) breachshall be prepared in accordance with, as applicable, any applicable Law, the Governing Documents of each Company Partythe Company, the Company Parties Stockholders Agreements, the Company Parties Equity Plans or Plan and any other Contract to which a the Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.52.5(a)(iv)).