Allocation Schedule No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Priveterra an allocation schedule (the “Allocation Schedule”) setting forth, after giving effect to the Subsidiary Merger and the transactions set forth on Section 1.1(e) of the Company Disclosure Schedules, (a) the number of Equity Securities held by each Company Stockholder, the number of shares of Company Common Stock subject to each Company Warrant held by each holder thereof, the number of shares of Company Common Stock subject to each Company Option held by each holder thereof, as well as whether each such Company Option will be a Vested Company Option or an Unvested Company Option as of immediately prior to the Effective Time, the number of shares of Company Common Stock subject to each Subsidiary Rollover Option held by each holder thereof, as well as whether each such Subsidiary Rollover Option will be a Vested Subsidiary Rollover Option or an Unvested Subsidiary Rollover Option as of immediately prior to the Effective Time, and, in the case of the Company Options, Subsidiary Rollover Options and Company Warrant, the exercise price thereof, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (b) the number of shares of Class A Common Stock that will be subject to each Rollover Option and the exercise price of each such Rollover Option at the Effective Time, in each case, determined in accordance with Section 2.5, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (c) the portion of the Transaction Share Consideration allocated to each Company Stockholder pursuant to Section 2.1(b)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (d) the portion of the Contingent Consideration allocated to each Company Stockholder, in the event that any Contingent Consideration becomes payable, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, and (e) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a), (b), (c) and (d) of this Section 2.4 are, and will be as of immediately prior to the Effective Time, (i) true and correct in all respects, and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company and applicable Laws and, in the case of Company Options, the Company Equity Plan and any applicable grant or similar agreement with respect to any such Company Option and, in the case of the Subsidiary Rollover Options, the Subsidiary Equity Plan and any applicable grant or similar agreement with respect to any such Subsidiary Rollover Option and, in the case of the Company Warrant, the terms of the applicable warrant agreement. The Company will review any comments to the Allocation Schedule provided by Priveterra or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by Pxxxxxxxxx or any of its Representatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of shares of Class A Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(vii) will be rounded down to the nearest whole share.
