Common use of Allocation Schedule Clause in Contracts

Allocation Schedule. No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to HighCape an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Stock held by each Company Stockholder, (b) the number of shares of Company Stock subject to each Company Option and Company RSU 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 the exercise price thereof, (c) the number of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards to be allocated to each holder at the Effective Time, (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a) and (b) 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, (ii) the information delivered pursuant to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate of the Company based on its books and records and (iii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b). The Company will review any comments to the Allocation Schedule provided by HighCape or any of its Representatives and consider in good faith any reasonable comments proposed by HighCape or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(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 the Company, the Company Stockholders Agreements, 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 pursuant to Section 2.4(b).

Allocation Schedule. No later than three (3) Business Days prior to the scheduled Closing Commencement Date, the Company shall deliver to HighCape FLAC an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of each class and class of shares series of Company Stock Shares held by each Company StockholderShareholder, (b) the number of shares of Company Stock Shares subject to each Company Option and Equity Award (whether directly or indirectly through depository receipts for Company RSU Shares) held by each holder thereof, as well as whether each such Company Option Equity Award will be a Vested Company Option vested or an Unvested Company Option unvested as of immediately prior to the Effective Time and Date, and, in the case of the Company Options, the exercise price of thereof, as well as reasonably detailed calculations and vesting schedule with respect to the components and subcomponents thereof, and the number of Company Shares subject to each other warrant, award, convertible security or any other right to subscribe for Company Ordinary Shares held by each holder thereof, and (b) the number of Holdco Shares that each Company Shareholder or holder of any other option, warrant, award, convertible security or any other right to subscribe for Company Ordinary Shares is entitled to receive as a result of Company Share Exchange (including after giving effect to the exercise of any Company Issuance Rights in connection with the Company Share Exchange) and (c) the number of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards to be Earnout Pro Rata Share allocated to each Company Shareholder, Eligible Optionholder or holder at of Company Issuance Right, as the Effective Timecase may be, as well as reasonably detailed calculations with respect to the component and subcomponents thereof, and (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (a), (b) and (bc) isare, and will be as of immediately prior to the Effective TimeDate, (i) true and correct in all respects and (ii) in accordance with the last sentence applicable provisions of this Section 2.3Agreement, (ii) the information delivered pursuant to clauses (c) through (j) isGoverning Documents of the Company, the Company Shareholders Agreement and will be as of immediately prior to applicable Laws and, in the Effective Time based on the good faith estimate case of the Company based on its books Equity Awards, a Company Equity Incentive Plan and records and (iii) the any applicable grant or similar agreement with respect to any such Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b)Equity Award. The Company will review any comments to the Allocation Schedule provided by HighCape FLAC or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by HighCape FLAC or any of its RepresentativesRepresentatives prior to the issuance of any Holdco Shares. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Common Stock Holdco Shares that each Company Stockholder Shareholder or holder of other Equity Securities (including a holder of Company Issuance Rights) will have a right to receive pursuant to Section 2.1(b)(viii2.1(b) will be (A) rounded down to the nearest whole share number in the event that the fractional Holdco Share that otherwise would be so paid is less than five-tenths (0.5) of a Holdco Share and (B) rounded up to the nearest whole number in no the event shall that the Allocation Schedule fractional Holdco Share that otherwise would be so paid is greater than or equal to five-tenths (or the calculations or determinations therein0.5) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Stockholders Agreements, 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 pursuant to Section 2.4(b)Holdco Share.

Allocation Schedule. No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to HighCape ARYA an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Stock Shares held by each Company StockholderShareholder, (b) the number of shares of Company Stock Shares subject to each Company Option and Company RSU Equity Award held by each holder thereof, as well as whether each such Company Option Equity Award will be a Vested Company Option Equity Award or an Unvested Company Option Equity Award as of immediately prior to the Effective Time and Time, and, in the case of the Company Options, the exercise price thereof, (cb) the number of shares ARYA Shares that will be subject to each Rollover Option and each Rollover RSU Award, the portion of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards the Adjusted Transaction Share Consideration to be allocated to each holder Vested Company 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 (which shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to this clause (b)), (c) the portion of the Adjusted Transaction Share Consideration allocated to each Company Shareholder, and (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a), (b) and (bc) 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, 2.3 and (ii) the information delivered pursuant to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate of the Company based on its books and records and (iii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b2.4(e) and Section 5.13(d). The Company will review any comments to the Allocation Schedule provided by HighCape ARYA or any of its Representatives and consider in good faith any reasonable comments proposed by HighCape ARYA or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Common Stock ARYA Shares that each Company Stockholder Shareholder will have a right to receive pursuant to Section 2.1(b)(viii2.1(b)(vii) will be rounded down to the nearest whole share and share, (B) in no event shall the aggregate number of ARYA Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares and Vested Company Equity Awards exceed the 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 Stockholders AgreementsShareholders 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 pursuant to Section 2.4(b2.4(e) and Section 5.13(d)) and (D) in no event shall the number of ARYA Shares that will be subject to the Rollover Options corresponding to the Unvested Company Options and the Rollover RSU Awards be in excess of a number of ARYA Shares equal to 87,505,065 minus the Adjusted Transaction Share Consideration.

Allocation Schedule. No later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to HighCape ALPA an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Stock Equity Securities held by each Company Stockholder, (b) the number of shares of Company Common Stock subject to each Company Option and Company RSU Equity Award held by each holder thereof, as well as whether each such Company Option Equity Award will be a Vested Company Option Equity Award or an Unvested Company Option Equity Award as of immediately prior to the Effective Time Time, and, in the case of the Company Options, 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 2.4, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (c) the number portion of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards to be the Transaction Share Consideration allocated to each holder at Company Stockholder pursuant to Section 2.1(a)(vii), as well as reasonably detailed calculations with respect to the Effective Timecomponent and subcomponents thereof, and (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (a), (b) and (bc) isare, and will be as of immediately prior to the Effective Time, (i) true and correct in all respects and (ii) in accordance with the last sentence applicable provisions of this Section 2.3Agreement, (ii) the information delivered pursuant to clauses (c) through (j) isGoverning Documents of the Company, the Company Voting Agreement and will be as of immediately prior to the Effective Time based on Company Investors’ Rights Agreement and applicable Laws and, in the good faith estimate case of the Company based on its books and records and (iii) Equity Awards, the Company has performed, Equity Plan and any applicable grant or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b)similar agreement with respect to any such Company Equity Award. The Company will review any comments to the Allocation Schedule provided by HighCape ALPA or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by HighCape ALPA or any of its RepresentativesRepresentatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape shares of Class A Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(viii2.1(a)(vii) 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 the Company, the Company Stockholders Agreements, 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 pursuant to Section 2.4(b)share.

Allocation Schedule. No later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to HighCape CPUH an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Stock Equity Securities held by each Company StockholderStockholder or holder of Company Options, (b) Company RSU Awards, Company Warrants and Company Convertible Notes, as applicable, the number of shares of Company Common Stock subject to each Company Option and Option, Company RSU Award, Company Warrant or Company Convertible Note, as applicable, held by each holder thereofthereof as of immediately prior to the Intermediate Merger Effective Time, as well as whether (i) each such Company Option will be a Vested Company Option or an Unvested Company Option as of immediately prior to the Intermediate Merger Effective Time and (ii) each such Company RSU Award will be a Vested Company RSU Award or an Unvested Company RSU Award as of immediately prior to the Intermediate Merger Effective Time, and, in the case of the Company Options and the Company Warrants, as applicable, the exercise price thereof, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (b) the number of shares of Pubco Common Stock that will be subject to each Rollover Option, Rollover RSU and Assumed Warrant and the exercise price of each such Rollover Option and Company Warrant at the Intermediate Merger Effective Time, in each case, determined in accordance with Section 2.5 and Section 2.6, as applicable, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (c) the number portion of shares the Aggregate Intermediate Merger Closing Merger Consideration allocated to each Company Stockholder pursuant to Section 2.1(a)(xv), as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (d) the portion of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards to be the Aggregate Intermediate Merger Closing Merger Consideration allocated to each holder at of a Company Convertible Note pursuant to Section 2.6(b), as well as reasonably detailed calculations with respect to the Effective Time, (d) Company Cash, components and subcomponents thereof and (e) the Contingency Pro Rata Share for each Eligible Company IndebtednessEquityholder, (f) in the Aggregate Exercise Priceevent that any Contingency Consideration becomes payable, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a) and (b) is, and will be as of immediately prior well as reasonably detailed calculations with respect to the Effective Time, true components and correct in all respects and in accordance with the last sentence of this Section 2.3, (ii) the information delivered pursuant to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate of the Company based on its books and records and (iii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b)subcomponents thereof. The Company will review any comments to the Allocation Schedule provided by HighCape CPUH or any of its Affiliates or Representatives and consider in good faith and incorporate any reasonable comments proposed by HighCape CPUH or any of its RepresentativesAffiliates or Representatives to correct inaccuracies or otherwise clarify any information contained in the Allocation Schedule. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape shares of Pubco Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(viii2.1(a)(xv) 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 the Company, the Company Stockholders Agreements, 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 pursuant to Section 2.4(b)share.

Allocation Schedule. No later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to HighCape AHAC an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Stock Equity Securities held by each Company Stockholder, (b) the number of shares of Company Common Stock subject to each Company Option and Company RSU Equity Award held by each holder thereof, as well as whether each such Company Option Equity Award will be a Vested Company Option Equity Award or an Unvested Company Option Equity Award as of immediately prior to the Effective Time Time, and, in the case of the Company Options, 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 number portion of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards to be the Transaction Share Consideration allocated to each holder at Company Stockholder pursuant to Section 2.1(a)(vii), as well as reasonably detailed calculations with respect to the Effective Timecomponent and subcomponents thereof, and (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (a), (b) and (bc) isare, and will be as of immediately prior to the Effective Time, (i) true and correct in all respects and (ii) in accordance with the last sentence applicable provisions of this Section 2.3Agreement, (ii) the information delivered pursuant to clauses (c) through (j) isGoverning Documents of the Company, the Company Voting Agreement, the Company Right of First Refusal and will be as of immediately prior to Co-Sale Agreement and the Effective Time based on Company Investors’ Rights Agreement and applicable Laws and, in the good faith estimate case of the Company based on its books and records and (iii) Equity Awards, the Company has performed, Equity Plan and any applicable grant or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b)similar agreement with respect to any such Company Equity Award. The Company will review any comments to the Allocation Schedule provided by HighCape AHAC or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by HighCape AHAC or any of its RepresentativesRepresentatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape shares of Class A Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(viii2.1(a)(vii) 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 the Company, the Company Stockholders Agreements, 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 pursuant to Section 2.4(b)share.

Allocation Schedule. No later than three At least five (35) Business Days prior to the Closing DateClosing, the Company shall deliver to HighCape Pathfinder an allocation schedule (the “Allocation Schedule”) setting forth (a) (i) the number and class of shares type of Company Stock Shares held by each Company StockholderShareholder (before and after giving effect to the Pre-Closing Recapitalization), (bii) the number of shares and type of Company Stock Shares subject to each Company Warrant held by each holder thereof and the number of Company Shares that will be held by each such holder after giving effect to the exercise of Company Warrants (or, in the case of the SVB Warrants, if applicable, any Company Common Shares subject to such SVB Warrants) pursuant to Section 1.4(c) (the “Company Warrant Exercise”), (iii) the number and type of Company Shares subject to each Company Option and Company RSU held by each holder thereofthereof that is outstanding, (iv) the number and type of Company Shares that will be held by each holder of Company Convertible Notes after giving effect to the conversion of Company Convertible Notes pursuant to Section 1.4(d) (the “Company Convertible Note Conversion”), as well as as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof (including any conversion, exchange (or similar) ratio on which such calculations are based) and (v) whether each such Company Option will be a Vested Company Option or an Unvested Company Option as of immediately prior to the Effective Time Time, (b) in the case of the Company Options and Company Warrants, the exercise (or similar) price thereofand, if applicable, the exercise (or similar) date, (c) (i) the Adjusted Pre-Closing Equity Value, the Aggregate Company Vested Option Exercise Price, and the Transaction Share Consideration, (ii) the portion of the Transaction Share Consideration allocated to each Vested Company Option pursuant to Section 1.4(a), (ii) the number of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and Pathfinder Shares to which each Rollover Awards to Unvested Option will be allocated to each holder subject at the Effective Time, and (iii) the portion of the Transaction Share Consideration allocated to each Company Share pursuant to Section 1.1(b)(vii) (including, for the avoidance of doubt, each Company Share that is issued in connection with the Pre-Closing Recapitalization and each Company Share subject to the SVB Warrants), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof (including any conversion, exchange (or similar) ratio on which such calculations are based (including, for the avoidance of doubt, relating to the Pre-Closing Recapitalization)), (d) the exercise price of each Rollover Option at the Effective Time, which shall be based on the same exchange (or similar) ratio used for purposes of determining the number of Rollover Options for which such Company CashOption is exchanged in the preceding clause (c), (e) a list of each Company Indebtedness, (f) the Aggregate Exercise Price, (g) Shareholder that is a Dissenting Company Shareholder and the number of Deemed Acquired Company Shares held by such Company Shareholder that are Dissenting Company Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (kf) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (a) and through (be) isare, and will be be, as of immediately prior to the Effective Time, 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 (i) the applicable provisions of this Section 2.3Agreement, the Governing Documents of the Company, the Company Shareholder Agreements and applicable Laws, (ii) in the information delivered pursuant case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant, award or similar agreement with respect to each such Company Option, (iii) in the case of any Company Warrants, any applicable warrant or similar agreement with respect to each such Company Warrant and (iv) in the case of the Company Convertible Notes, each such Company Convertible Note, (clauses (ci) through (j) isiv), and will be as of immediately prior to collectively, the Effective Time based on the good faith estimate of the Company based on its books and records and (iii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b“Allocation Schedule Requirements”). The Company will review any comments to the Allocation Schedule provided by HighCape Pathfinder or any of its Representatives and consider in good faith the comments provided by Pathfinder or any of its Representatives and incorporate any reasonable comments proposed by HighCape Pathfinder or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(viii) will be rounded down to the nearest whole share and (B) in no event shall the aggregate number of Pathfinder Shares set forth on the Allocation Schedule (to be received or otherwise allocated to the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents holders of Equity Securities of the Company, Company (and/or to be received or otherwise allocated in respect of any other vested Equity Securities of the Company Stockholders Agreements, prior to the Company Equity Plan or any other Contract to which the Company is a party or bound (taking into accountClosing including, for the avoidance of doubt, any actions taken by in respect of the SVB Warrants, whether or not exercised) exceed (1) the Transaction Share Consideration minus (2) the portion of the Transaction Share Consideration that would be allocated to Company Shares pursuant to Section 2.4(b1.1(b)(vii) but for such Company Shares being Dissenting Company Shares (it being further understood and agreed, for the avoidance of doubt, that in no event shall any portion of the Transaction Share Consideration described in this clause (2) be allocated to any other holder of Equity Securities of the Company and shall instead not be allocated at the Closing or otherwise, except solely in the circumstances described in Section 1.7) (i.e., the aggregate value of the Pathfinder Shares received by holders of any vested Equity Securities in the Company (including, for the avoidance of doubt, in respect of the SVB Warrants, whether or not exercised) shall not exceed (A) the Company Pre-Closing Equity Value (based on the Pathfinder Common Share Value), minus (B) the value of any Pathfinder Shares that would be allocated to Company Shares pursuant to Section 1.1(b)(vii) but for such Company Shares being Dissenting Company Shares (based on the Pathfinder Common Share Value)). For the avoidance of doubt, the Unvested Company Options shall not be included as part of the Transaction Share Consideration and shall, as provided in Section 1.4(b), be converted into Rollover Unvested Options and constitute awards issued under the Post-Closing Incentive Equity Plan. The Pathfinder Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the holders of Equity Securities of the Company under this Agreement or under the Exchange Agent Agreement, as applicable.

Allocation Schedule. No later than three (3) Business Days prior to the Closing Date, Section 1.12 of the Company shall deliver to HighCape an allocation Disclosure Schedule contains a schedule (the “Preliminary Allocation Schedule”) setting forth showing (ai) the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held by each Company Stockholderheld, (bB) the number and class of shares of Company Capital Stock subject to each Company Option and Company RSU held by each holder thereofheld, 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 if applicable, the exercise price thereofper share, and whether such Company Holder is an employee of the Company, (cC) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of HighCape Class A Common Company Capital Stock, New HighCape Class B Common Stock and Rollover Awards to be allocated to each holder at (y) in respect of the Effective TimeVested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (d) Company Cash, (e) Company Indebtedness, (fE) the Aggregate Exercise PricePro Rata Indemnification Share of such Company Holder. No later than five (5) Business Days prior to the estimated Closing Date, the Company shall deliver to Parent a schedule (gthe “Final Allocation Schedule”) in the number same form as the Preliminary Allocation Schedule, updated for the anticipated Closing Date. An officer of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer Company shall certify on behalf of the Company, and not in any personal capacity, that (i) the information delivered Final Allocation Schedule correctly reflects the calculations and/or good faith estimates therein required to be made pursuant to clauses (a) and (b) isthis Agreement, and will be as of immediately prior to the Effective Time, true and correct in all respects and is in accordance with the last sentence of this Section 2.3, (ii) the information delivered pursuant to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate liquidation preference of the Company based on its books Preferred Stock and records and (iii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b). The Company will review any comments to the Allocation Schedule provided by HighCape or any each other requirement of its Representatives and consider in good faith any reasonable comments proposed by HighCape or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(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 (including the certificate of incorporation of the Company), and the Company Stockholders Agreements, shall deliver the Company Equity Plan or any other Contract Final Allocation Schedule together with such certification to which the Company is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company pursuant to Section 2.4(b)Parent at Closing.

Allocation Schedule. No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to HighCape an allocation Parent a schedule to be attached hereto as Schedule I (the “Allocation Schedule”) setting forth the Company’s good faith estimates of, with respect to each Seller (a) the number and class of shares of Company Stock held by each Company Stockholder, (bi) the number of shares of Company Stock subject to each Company Option and Company RSU 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 the exercise price thereof, (c) the number of shares of HighCape Class A Common Stock, New HighCape Class B Preferred Stock, and In-the-Money Options held by such Seller, together with the certificate number(s) for the Certificates representing such shares of Common Stock or Preferred Stock, and Rollover Awards such Seller’s address of record; (ii) the portion (expressed as a dollar amount and as a percentage) of the Aggregate Initial Merger Consideration and Option Payment, as applicable, payable to such Seller at the Closing pursuant to this Agreement in respect of such Seller’s Company Capital Stock or In-the-Money Stock Options; (iii) such Seller’s portion (expressed as a dollar amount and as a percentage) of the Purchase Price Adjustment Escrow Amount to be allocated disbursed to each holder the Escrow Agent at the Effective Time, Closing; (div) Company Cash, such Seller’s portion (eexpressed as a dollar amount and as a percentage of the Expense Reserve Account to be disbursed to the Stockholder Representative at the Closing; (v) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value such Seller’s Pro Rata Share; and (kvi) a certification, duly executed by an authorized officer correct and complete wire or other payment instructions of the Company, the Stockholder Representative, and any third parties to which unpaid Transaction Expenses are payable by the Company. The Parties hereby agree that (i) the information delivered Allocation Schedule shall govern the allocation among the Sellers of any payments to or from the Sellers that are contemplated by this Agreement. The Company and the Sellers hereby agree that the Allocation Schedule shall be prepared pursuant to clauses (a) and (b) 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 requirements of this Section 2.3and priorities set forth in the Company Charter, (ii) the information delivered pursuant to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate by-laws of the Company based and the Stockholders Agreements (each as in effect on its books the date of this Agreement and records at the Closing). Parent shall be entitled to rely, without inquiry and (iii) without any liability whatsoever, solely on the Company has performedAllocation Schedule with respect to the amounts allocated and payable to the Sellers pursuant thereto. The parties further agree that the Stockholder Representative shall be required to update the Allocation Schedule from time to time to reflect the allocation of any payment to Sellers and to promptly furnish any such update to Parent and the Paying Agent. Once the Paying Agent and, to the extent required, the Surviving Corporation have made all payments required to be made hereunder to the Sellers or otherwise complied withthe Stockholder Representative on their behalf in accordance with the Allocation Schedule, as applicable, its covenants such payments shall constitute a complete discharge of the applicable payment obligations of Parent and agreements set forth in Section 2.4(b)Acquisition Corp. hereunder to the Sellers. The Company will review and the Stockholder Representative, on behalf of the Sellers, agree that neither Parent, Acquisition Corp., the Surviving Corporation nor any comments of their respective Affiliates shall be liable for any Losses to any Person, including any Seller, in connection with any inaccuracy, error, or omission in the Allocation Schedule provided Schedule, including any failure of the Company or the Stockholder Representative to correctly calculate the amounts owing to a Seller or to correctly distribute to any Seller the amounts of any payments made by HighCape or any of its Representatives and consider in good faith any reasonable comments proposed by HighCape or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(viii) will be rounded down to the nearest whole share and (B) in no event shall the Allocation Schedule (or on behalf of) Parent to or for the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents benefit of the Company, the Company Stockholders Agreements, 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 pursuant to Section 2.4(b)Sellers.

Allocation Schedule. No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to HighCape Parent an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Stock Shares held by each Company Stockholder, including (bwithout duplication) each Company Stockholder who holds Company Shares subject to a Company Restricted Stock Award, the number of shares of Company Stock Shares subject to each Company Option and Company RSU 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 Time, and, in the case of the Company Options the exercise price thereof, (cb) the number of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards to Parent Shares that will be allocated subject to each holder 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 the same exchange ratio for each calculation pursuant to this clause (b)), (c) the portion of the Transaction Share Consideration allocated to each Company Stockholder and (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a), (b) and (bc) isof this Section 2.4 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, (ii) the information delivered pursuant to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate of the Company based on its books and records and (iii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b)2.4. The Company will review any comments to the Allocation Schedule provided by HighCape Parent or any of its Representatives and consider in good faith any reasonable comments proposed by HighCape Parent or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Common Stock Parent Shares that each Company 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)(viii2.1(h) will be rounded down to the nearest whole share and share, (B) in no event shall the aggregate number of Parent 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 the Company, the Company Stockholders AgreementsAgreement, 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 pursuant to Section 2.4(b2.5(c)). Notwithstanding anything else herein, no fractional Parent Shares shall be issued pursuant to this Agreement (with the intended effect that any Parent Shares issuable to a Person under this Agreement shall be aggregated and then rounded to the nearest whole number).

Allocation Schedule. No later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to HighCape SPAC an allocation schedule (the “Allocation Schedule”) setting forth (a) (i) the number and class of shares of Company Stock Equity Securities held by each Company Stockholder, (bii) the number of shares of Company Common Stock to be issued and outstanding as of immediately prior to the Effective Time pursuant to outstanding convertible instruments in accordance with the terms thereof, (iii) the number of shares of Company Common Stock subject to each Company Option and Company RSU held by each holder thereof, as well as including 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 the exercise price thereof, (civ) the number of shares of HighCape Company Preferred Stock subject to a Warrant, including the exercise price thereof, and (v) the number of shares of Company Common Stock subject to Company Preferred Stock, (b) the number of shares of Class A Common Stock, New HighCape Class B Common Stock that will be subject to each Rollover Option and Rollover Awards to be allocated to Warrant and the exercise price of each holder such Rollover Option and Rollover Warrant 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 Merger Consideration allocated to each Company Stockholder pursuant to Section 2.1(a)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereof, and (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (a), (b) and (bc) isare, and will be as of immediately prior to the Effective Time, (i) true and correct in all respects respects, and (ii) in accordance with the last sentence applicable provisions of this Section 2.3Agreement, (ii) the information delivered pursuant to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate Governing Documents of the Company based on its books and records and (iii) applicable Laws and, in the case of Company Options, the Company has performed, Equity Plan and any applicable grant or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b)similar agreement with respect to any such Company Option. The Company will review any comments to the Allocation Schedule provided by HighCape SPAC or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by HighCape SPAC or any of its RepresentativesRepresentatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape shares of Class A Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(viii2.1(a)(vii) 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 the Company, the Company Stockholders Agreements, 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 pursuant to Section 2.4(b)share.

Allocation Schedule. No later than At least three (3) Business Days prior to the Closing Date, the Company shall deliver to HighCape Athena an allocation schedule executed by an authorized officer of the Company, solely in his or her capacity as an officer of the Company (and without any personal liability) (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Stock held by each Company Stockholder, (bi) the number of shares of Company Common Stock held by each Company stockholder (including (x) the number of shares of Company Common Stock immediately prior to the Closing, subject to the Company Warrants that will be exercised for shares of Company Common Stock pursuant to Section 3.1(b) held by each holder thereof and (y) the number of shares of Company Restricted Stock, the number of shares of Company Common Stock subject to each Company RSU Award, the number of shares of Company Common Stock subject to each Company Option and Company RSU 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 Time, (ii) in the case of the Company Options, the exercise price thereofand, if applicable, the exercise date, (ciii) the number portion of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards to be the Aggregate Merger Consideration allocated to each holder Company Option and each Company RSU Award pursuant to Section 3.8(a) and Section 3.8(b) respectively, and the portion of the Aggregate Merger Consideration allocated to each share of Company Common Stock pursuant to Section 3.2(a)(i) (including, for the avoidance of doubt, each share of Company Common Stock that is issued upon exercise of the Company Warrants immediately prior to the Closing pursuant to Section 3.1(b)), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof (including the Exchange Ratio), and (iv) the exercise price of each Rollover Option (as defined below) at the Effective Time. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer organizational documents of the Company, that (i) and applicable Laws, in the information delivered pursuant case of the Company Options and Company RSU Awards, in accordance with the Company Equity Plan and any applicable grant or similar agreement with respect to clauses (a) each Company Option and (b) iseach Company RSU Award and, and will be as in the case of the Company Common Stock issued upon exercise of the Company Warrants immediately prior to the Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3, (ii) the information delivered Closing pursuant to clauses (c) through (j) isSection 3.1(b), and will be as of immediately prior to the Effective Time based on the good faith estimate of the Company based on its books and records and Warrant Agreement (iii) collectively, the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b“Allocation Schedule Principles”). The Company will review any comments to the Allocation Schedule provided by HighCape Athena or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by HighCape Athena or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(viii) will be rounded down to the nearest whole share and (Bx) in no event shall the aggregate number of Athena Shares set forth on the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents that are allocated in respect of the CompanyCompany Common Stock, the Company Stockholders AgreementsOptions, the Company Equity Plan RSU Awards or any other Contract to which the Company is a party or bound Warrants (taking into accountor, for the avoidance of doubt, any actions taken by the Company pursuant Equityholders) exceed the Aggregate Merger Consideration and (y) Athena, Merger Sub and the Exchange Agent will be entitled to Section 2.4(b)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.

Allocation Schedule. No later than three (3) five Business Days prior to the Closing Date, the Company shall deliver to HighCape SPAC an allocation schedule (the “Allocation Schedule”) setting forth (a) (i) the number and class of shares of Company Stock Equity Securities held by each Company Stockholder, (bii) the number of shares of Company Common Stock to be issued and outstanding as of immediately prior to the Effective Time, including pursuant to outstanding Company Preferred Stock, (iii) the number of shares of Company Common Stock subject to each Company Option and Company RSU held by each holder thereof, as well as including the tax status of such Company Option, 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 the exercise price thereof, and the holder’s employment or service status with the Company; (civ) the number of shares of HighCape Class Company Common Stock subject to each Company RSU held by each holder thereof, including whether each such Company RSU will be a Rollover RSU; (b) the number of shares of Series A Common Stock, New HighCape Class B Common Stock and Rollover Awards to that will be allocated subject to each holder Rollover Option or Rollover RSU, and the exercise price of each Rollover Option at the Effective Time, determined in accordance with Section 2.6, as well as reasonably detailed calculations with respect to the components and subcomponents thereof; (c) the portion of the Merger Consideration allocated to each Company Stockholder pursuant to Section 2.1(a)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereof; (d) the portion of the Contingency Consideration allocated to each Company CashStockholder, in the event that any Contingency Consideration becomes payable, as well as reasonably detailed calculations with respect to the components and subcomponents thereof; and (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (a), (b), (c) and (bd) isare, and will be as of immediately prior to the Effective Time, (i) true and correct in all respects respects, and (ii) in accordance with the last sentence applicable provisions of this Section 2.3Agreement, (ii) the information delivered pursuant to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate Governing Documents of the Company based on its books and records applicable Laws and, in the case of Company Options and (iii) Company RSUs, the Company has performed, Equity Plan and any applicable grant or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b)similar agreement with respect to any such Company Option or Company RSU. The Company will review any comments to the Allocation Schedule provided by HighCape SPAC or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by HighCape SPAC or any of its RepresentativesRepresentatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape shares of Series A Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(viii2.1(a)(vii) will be rounded down to the nearest whole share share. Notwithstanding the foregoing or anything to the contrary herein, the SPAC Parties and (B) in no event shall 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 the calculations or determinations therein) breachagreement entered into by the Parties with the Exchange Agent, as applicable, any applicable Lawand upon delivery, payment and issuance of the Aggregate Consideration on the Closing Date to the Exchange Agent, the Governing Documents 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 Aggregate Consideration), and none of them shall have (A) any further obligations to the Company, any Company Stockholder or any other Person with respect to the payment of any consideration under this Agreement, or (B) any Liability with respect to the allocation of the consideration under this Agreement, and the Company and the Company Stockholders Agreementshereby irrevocably waive and release the SPAC and its Affiliates (and, on and after the Closing, the Surviving Company Equity Plan and its Affiliates) from any and all claims arising out of or any other Contract resulting from or related to which such Allocation Schedule and the allocation of the Share Consideration, as the case may be, among each Company is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company pursuant to Section 2.4(b)Stockholder as set forth in such Allocation Schedule.

Allocation Schedule. No later than At least three (3) Business Days prior to the Closing Date, the Company shall deliver to HighCape ShoulderUp and Holdings an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Stock held by each Company Stockholder, (bi) the number of shares of Company Common Stock held by each Company stockholder (including the number of shares of Company Common Stock immediately prior to the Closing), the number of shares of Company Common Stock subject to each Company Option and Company RSU 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 Time, (ii) in the case of the Company Options, the exercise price thereofand, if applicable, the exercise date, (ciii) the number portion of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards to be the Aggregate Merger Consideration allocated to each holder Company Option pursuant to Section 3.8(a) and the portion of the Aggregate Merger Consideration allocated to each share of Company Common Stock pursuant to Section 3.2(a), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof (including the Exchange Ratio), (iv) the exercise price of each Rollover Option (as defined below) at the Effective Time, (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (kv) a certification, duly executed by an authorized officer of the Company, that that, to his or her knowledge and solely in his or her capacity as an officer of the Company (i) and without any personal liability), the information and calculations delivered pursuant to clauses (ai), (ii), (iii) and (biv) isare, and will be as of immediately prior to the Effective Time, (A) true and correct in all respects and (B) in accordance with the last sentence Allocation Schedule Principles (as defined below). The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Section 2.3Agreement, (ii) the information delivered pursuant to clauses (c) through (j) isorganizational documents of the Company, and will be as of immediately prior to applicable Laws, in the Effective Time based on the good faith estimate case of the Company based on its books and records and (iii) Options, in accordance with the Company has performedEquity Plan and any applicable grant or similar agreement with respect to each Company Option (collectively, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(bthe “Allocation Schedule Principles”). The Company will review any comments to the Allocation Schedule provided by HighCape ShoulderUp or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by HighCape ShoulderUp or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(viii) will be rounded down to the nearest whole share and (Bx) in no event shall the aggregate number of Holdings shares set forth on the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents that are allocated in respect of the CompanyCompany Common Stock, the Company Stockholders Agreements, the Company Equity Plan or any other Contract to which the Company is a party or bound Options (taking into accountor, for the avoidance of doubt, any actions taken by the Company pursuant Equityholders) exceed the Aggregate Merger Consideration and (y) ShoulderUp, Holdings, ShoulderUp Merger Sub and the Exchange Agent will be entitled to Section 2.4(b)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.

Allocation Schedule. (a) No later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to HighCape Prospector and Newco (and Newco shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Allocation Schedule”) setting forth (ai) the number and class designation of shares Amalco Shares and Amalco Warrants, including Amalco Vesting Sponsor Warrants, held by each Prospector Shareholder after giving effect to the Prospector Amalgamation, (ii) the number of Company Stock Shares held by each Company StockholderShareholder after giving effect to the Company Share Conversion and the number of Company Shares subject to each Company Equity Award held by each holder thereof and, in the case of each Company M-Option, the exercise price thereof, (biii) the number of shares of Company Stock Amalco Common Shares and Amalco Earnout Special Shares that will be subject to each Rollover Equity Award, (iv) the portion of the Exchange Consideration allocated to each Company Option Shareholder determined in the manner determined under the Plan of Arrangement, (v) the number and designation of Surviving Company RSU Warrants including Surviving Company Vesting Sponsor Warrants, held by each Investor, as applicable, after giving effect to the Company Amalgamation, (vi) the number and designation of Surviving Company Shares, Rollover Equity Awards and Surviving Company Warrants including Surviving Company Vesting Sponsor Warrants held by each holder thereof, as well as whether each such Company Option will be a Vested Company Option or an Unvested Company Option as of immediately prior after giving effect to the Effective Time and the exercise price thereofCompany Amalgamation, (c) the number of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards to be allocated to each holder at the Effective Time, (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (kvii) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (ai), (ii), (iii), (iv), (v) and (bvi) is, and will be as of immediately prior to the Arrangement Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3, (ii) the information delivered pursuant to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate of the Company based on its books and records and (iii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b2.3(a). The Company will review any comments to the Allocation Schedule provided by HighCape Prospector or any of its Representatives and consider and incorporate in good faith any reasonable comments proposed by HighCape Prospector or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Common Stock Amalco Shares that each Company Stockholder Shareholder or Prospector Shareholder will have a right to receive pursuant to Section 2.1(b)(viii) the Plan of Arrangement will be rounded down to the nearest whole share and share, (B) in no event shall the aggregate number of Amalco Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares and Company Equity Awards exceed the Exchange Consideration and (C) the Allocation Schedule (or and the calculations or determinations therein) breach, as applicable, shall be prepared in accordance with any applicable Law, the Governing Documents of the Company, the Company Stockholders AgreementsShareholders Agreement, the Company Equity Plan or and any other Contract to which the Company is a party or bound (taking into account, for to the avoidance of doubt, any actions taken by the Company pursuant to Section 2.4(b)extent applicable thereto.

Allocation Schedule. No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to HighCape TortoiseCorp III an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Stock Common Shares and Company Preferred Shares held by each Company StockholderShareholder (after giving effect to the Company Exchanges), (b) the number calculation of shares the Equity Value, the Per Share Price, the Aggregate Common Share Consideration, the Aggregate Preferred Share Consideration, and the resulting Transaction Share Consideration (which shall, for the avoidance of Company Stock subject doubt, be reduced by the aggregate portion of the Transaction Share Consideration that would be attributable to each Company Option and Company RSU held by each holder thereof, as well as whether each the Dissenting Shares if such Company Option will be a Vested Company Option or an Unvested Company Option as of immediately prior to the Effective Time and the exercise price thereof, Shares were not Dissenting Shares) (c) the number portion of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards to be the Transaction Share Consideration allocated to each holder at the Effective TimeCompany Shareholder (other than Dissenting Shareholders), with each Company Shareholder receiving for each Company Common Share (d) treating Company CashPreferred Stock Shares on an as-converted to Company Common Share basis, (e) but excluding any Company IndebtednessSecurities held as treasury stock), (f) the Aggregate Exercise Price, (g) the a number of Deemed Acquired Shares, (h) the number of Net Vested Options, Pubco Common Shares equal to (i) the Per Share Merger Consideration ValuePrice, divided by (ii) the Pubco Common Share Value (the “Conversion Ratio”), (jd) the Per Share Calculation Value number of Pubco 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), (ke) the number of Assumed Options (and the number of Pubco Common Shares underlying such Assumed Options) which each holder of Company Options will be entitled to receive, (f) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a), (b), (c), (d) and (b) e), 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, 2.3 and (ii) the information delivered pursuant to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate of the Company based on its books and records and (iii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b5.13(d), and (f) reasonable supporting documentation in support of the calculation of the amounts set forth in clauses (a), (b), (c),(d) and (e). The Company will review any comments to the Allocation Schedule provided by HighCape 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 otherwise consider in good faith any reasonable comments proposed by HighCape TortoiseCorp III or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Common Stock Pubco Shares that each Company Stockholder Shareholder will have a right to receive pursuant to Section 2.1(b)(viii2.1(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 exceed the Aggregate Common Share Consideration, (C) in no event shall the aggregate number of Pubco Preferred Shares set forth on the Allocation Schedule that are allocated in respect of Company Preferred Shares exceed the Aggregate Preferred Share Consideration and (BD) 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 Agreements, the Company Equity Plan Shareholders Agreement 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 pursuant to Section 2.4(b5.13(d)).

Allocation Schedule. (a) No later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to HighCape SOAC (and SOAC shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Allocation Schedule”) setting forth (ai) the number and class of shares of Company Stock Shares held by each Company Stockholder, (b) Shareholder after giving effect to the Preferred Share Conversion and the Convertible Debenture Conversion and the number of shares of Company Stock Common Shares subject to each Company Option and Company RSU 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 thereof and the exercise price thereof, (cii) the number of shares Company Common Shares underlying the Allseas Warrant and the number of HighCape Class A SOAC Common StockShares into which the Allseas Warrant shall be exercisable after the Effective Time as per the terms of the Allseas Warrant, New HighCape Class B (iii) (x) the number of SOAC Common Stock Shares that will be subject to each Rollover Option, which shall be determined by multiplying the number of Company Common Shares subject to the corresponding Company Option immediately prior to the Effective Time by the Per Share Consideration and Rollover Awards rounding the resulting number down to the nearest whole number of SOAC Common Shares, (y) the exercise price thereof at the Effective Time, which shall be determined by dividing the per share exercise price for the number of Company Common Shares subject to the corresponding Company Option in effect immediately prior to the Effective Time by the Per Share Consideration, and rounding the resulting exercise price up to the nearest whole cent, and (z) the portion of the Company Earnout Shares to be allocated to each holder at of Rollover Options upon exercise of such Rollover Options pursuant to and in accordance with Section 2.8, which shall be allocated on a pro rata basis which shall be determined by dividing the aggregate number of Company Common Shares subject to the corresponding Company Options immediately prior to the Effective TimeTime by the number of Company Fully Diluted Shares, (div) the portion of the SOAC Common Shares Consideration allocated to each Company Shareholder, determined by multiplying the number of Company Shares held by such Company Shareholder immediately prior to the Effective Time by the Per Share Consideration, (v) the portion of the Company Earnout Shares to be allocated to each Company Shareholder pursuant to and in accordance with Section 2.8, which shall be allocated on a pro rata basis which shall be determined by dividing the aggregate number of Company Shares held by such Company Shareholder by the number of Company Fully Diluted Shares, (vi) the Company’s good faith calculation of Net Group Company Cash, (e) Company Indebtednesstogether with reasonable supporting detail as to such calculation, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (kvii) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (ai), (ii), (iii), (iv), (v) and (bvi) 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, (ii) the information delivered pursuant to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate of the Company based on its books and records and (iii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b)2.4. The Company will review any comments to the Allocation Schedule provided by HighCape SOAC or any of its Representatives and consider and incorporate in good faith any reasonable comments proposed by HighCape SOAC or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A1) the aggregate number of HighCape SOAC Common Stock Shares that each Company Stockholder Shareholder will have a right to receive pursuant to Section 2.1(b)(viii) under the Plan of Arrangement and the number of shares underlying the Allseas Warrants as of the Effective Time will be rounded down to the nearest whole share share, (2) in no event shall the aggregate number of SOAC Common Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares and Company Equity Awards or that are issuable to the Company Equityholders hereunder exceed the SOAC Common Shares Consideration and (B3) 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 Agreements, 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 pursuant to Section 2.4(b)bound.

Allocation Schedule. No later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to HighCape SPAC an allocation schedule (the “Allocation Schedule”) setting forth (a) (i) the number and class of shares of Company Stock Equity Securities held by each Company Stockholder, (bii) the number of shares of Company Common Stock to be issued and outstanding as of immediately prior to the Effective Time pursuant to outstanding convertible instruments in accordance with the terms thereof, (iii) the number of shares of Company Common Stock subject to each Company Option and Company RSU held by each holder thereof, as well as including 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 the exercise price thereof, (civ) the number of shares of HighCape Company Common Stock subject to a Warrant, including the exercise price thereof, and (v) the number of shares of Company Common Stock subject to a convertible note that is to be repaid or assumed and exchanged for a Rollover Note in accordance with Section 2.5(f), (b) the number of shares of Class A Common StockStock that will be subject to each Rollover Option, New HighCape Class B Common Stock Rollover Warrant and Rollover Awards to be allocated to Note and the exercise price of each holder such Rollover Option and Rollover Warrant 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 Merger Consideration allocated to each Company Stockholder pursuant to Section 2.1(a)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereof, and (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (a), (b) and (bc) isare, and will be as of immediately prior to the Effective Time, (i) true and correct in all respects respects, and (ii) in accordance with the last sentence applicable provisions of this Section 2.3Agreement, (ii) the information delivered pursuant to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate Governing Documents of the Company based on its books and records and (iii) applicable Laws and, in the case of Company Options, the Company has performed, Equity Plan and any applicable grant or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b)similar agreement with respect to any such Company Option. The Company will review any comments to the Allocation Schedule provided by HighCape SPAC or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by HighCape SPAC or any of its RepresentativesRepresentatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape shares of Class A Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(viii2.1(a)(vii) 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 the Company, the Company Stockholders Agreements, 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 pursuant to Section 2.4(b)share.

Allocation Schedule. No later than three At least two (32) Business Days prior to the Closing Date, the Company shall deliver to HighCape ENVI an allocation schedule (the “Allocation Schedule”) setting forth forth, as of three (a3) Business Days prior to the Closing Date, (i) the number and class of shares of Company Stock Shares held by each Company StockholderShareholder and, for each class so held, the applicable Conversion Ratio thereof, (bii) the number of shares of Company Stock Common Shares subject to each Company Option and Company RSU 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 the exercise price thereofTime, (ciii) the number of shares Company Shares subject to the Assumed Warrants, (iv) in the case of HighCape Class A Common Stockthe Company Options or Assumed Warrants, New HighCape Class B Common Stock and Rollover Awards the exercise price thereof as of immediately prior to be allocated to each holder at the Effective Time, (d) Company Cash, (e) Company Indebtedness, (fv) the Aggregate Exercise Priceportion of the Transaction Share Consideration allocated to each Company Option pursuant to Section 2.4(b) and the portion of the Transaction Share Consideration allocated to each Company Share pursuant to Section 2.1(g) (as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof (g) including the number Exchange Ratio and the Conversion Ratios (by class of Deemed Acquired Sharescapital stock of the Company))), (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (kvi) a certification, duly executed by an authorized officer of the Company, that that, to their knowledge and solely in their capacity as an officer of the Company (i) and without any personal liability), the information and calculations delivered pursuant to clauses (ai), (ii), (iii) and (biv) isare, and will be as of immediately prior to the Effective Time, (A) true and correct in all respects and (B) in accordance with the last sentence Allocation Schedule Principles. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Section 2.3Agreement, (ii) the information delivered pursuant to clauses (c) through (j) isGoverning Documents of the Company, the Company Shareholders Agreement and will be as of immediately prior to applicable Laws and, in the Effective Time based on the good faith estimate case of the Company based on its books and records and (iii) Options, in accordance with the Company has performedEquity Plan and any applicable grant or similar agreement with respect to each Company Option, or otherwise complied withand, as applicablein the case of the Company Warrants, its covenants in accordance with the terms and agreements set forth in Section 2.4(bconditions of the respective Company Warrants (collectively, the “Allocation Schedule Principles”). The Company will review any comments to the Allocation Schedule provided by HighCape ENVI or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by HighCape ENVI or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(viii) will be rounded down to the nearest whole share and (Bx) in no event shall the aggregate number of ENVI Class A Shares set forth on the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents that are allocated in respect of the Company, Equity Securities of the Company Stockholders Agreements, the Company Equity Plan or any other Contract to which the Company is a party or bound (taking into accountor, for the avoidance of doubt, any actions taken by the Company pursuant Equityholders) exceed the Transaction Share Consideration and (y) the ENVI Parties and the Exchange Agent will be entitled to Section 2.4(b)rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or the Exchange Agent Agreement, as applicable.

Allocation Schedule. No later than three The Company shall deliver to the Purchaser, at least five (35) Business Days prior to the Closing Date, the Company shall deliver to HighCape an allocation a schedule (the “Allocation Schedule”) setting forth the allocation of the Merger Consideration among the Company Security Holders (for the avoidance of doubt, giving effect to the Target Acquisitions). The Company acknowledges and agrees that the Allocation Schedule (a) is and will be in accordance with the Organizational Documents of the Company and applicable Law, (b) does and will set forth (i) the mailing addresses and email addresses, for each Company Security Holder, (ii) the number and class of shares of Company Stock held Securities owned by each Company Stockholder, (b) the number of shares of Company Stock subject to each Company Option and Company RSU held by each holder thereof, as well as whether each such Company Option will be a Vested Company Option or an Unvested Company Option Security Holder as of immediately prior to the Longevity Merger Effective Time and the exercise price thereof, (c) the number of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards to be allocated to each holder at the Effective Time, (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a) and (b) 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, (ii) the information delivered pursuant to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate of the Company based on its books and records and (iii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b). The Company will review any comments to the Allocation Schedule provided by HighCape or any of its Representatives and consider in good faith any reasonable comments proposed by HighCape or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(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 the Company, the Company Stockholders Agreements, 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 giving effect to the Target Acquisitions), and (iii) the portion of the Merger Consideration allocated to each Company Security Holder, including with respect to Company Options and the Cellular Bioengineering Warrant (if not previously exercised in accordance with its terms) assumed by the Company Holdco pursuant to Section 2.4(b1.10, the number of shares of Holdco Common Stock subject to, and the exercise price per share of Holdco Common Stock of each Converted Stock Option and Converted Warrant, and (c) is and will be accurate. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Merger Consideration on the Closing Date in accordance with the Allocation Schedule, the Purchaser and its Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Merger Consideration), and none of them shall have (x) any further obligations to the Company, any Company Security Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Merger Consideration), or (y) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases the Purchaser and its Affiliates (and, on and after the Closing, Holdco, the Company and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Merger Consideration among each Company Security Holder as set forth in such Allocation Schedule.

Allocation Schedule. (a) No later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to HighCape FEAC and Newco (and Newco shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Allocation Schedule”) setting forth (ai) the number and class of shares of Company Stock Shares held by each Company StockholderShareholder, (b) the number of shares Company Common Shares that will be issued to the holders of the Company Convertible Notes as set out in the Plan of Arrangement, the number of Company Stock Warrants and the number of Company Shares subject to each Company Option and Company RSU Equity Award held by each holder thereofthereof and, as well as whether in the case of each such Company Option will be a Vested Company Option or an Unvested Company Option as of immediately prior to the Effective Time and Option, the exercise price thereof, (cii) (x) the number of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards to Newco Shares that will be allocated issued to each holder at the Effective TimeCompany Shareholder, (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (gy) the number of Deemed Acquired Newco Shares that will be subject to each Rollover Equity Award, which shall be determined by multiplying the number of Company Shares subject to the corresponding Rollover Equity Award immediately prior to the Closing by the Company Exchange Ratio and rounding the resulting number down to the nearest whole number of Newco Shares, and (hz) the number of Net Vested OptionsNewco Warrants that will be issued to each Company Warrant Holder, (iiii) the Per Share Merger portion of the Exchange Consideration Valueallocated to each Company Shareholder, (j) the Per Share Calculation Value Company Equity Award holder and Company Warrant Holder, and (kiv) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a) i), (ii), and (biii) is, and will be as of immediately prior to the Effective TimeClosing, true and correct in all respects and in accordance with the last sentence of this Section 2.3, (ii) the information delivered pursuant to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate of the Company based on its books and records and (iii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b)respects. The Company will review any comments to the Allocation Schedule provided by HighCape FEAC or any of its Representatives and consider and incorporate in good faith any reasonable comments proposed by HighCape FEAC or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Common Stock Newco Shares that each Company Stockholder Shareholder will have a right to receive pursuant to Section 2.1(b)(viii) the Plan of Arrangement will be rounded down to the nearest whole share and share, (B) in no event shall the aggregate number of Newco Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares, the aggregate number of Rollover Equity Awards that are allocated in respect of the aggregate number of Company Equity Awards, and the Newco Warrants that are allocated in respect of the aggregate number of Company Warrants, in aggregate exceed the portion of the Exchange Consideration issuable in respect of such Company Shares, Company Equity Awards and Company Warrants pursuant to the Plan of Arrangement, and (C) the Allocation Schedule (or and the calculations or determinations therein) breach, as applicable, shall be prepared in accordance with any applicable Law, the Governing Documents of the Company, the Company Stockholders Shareholders Agreements, the Company Equity Plan or and any other Contract to which the Company is a party or bound (taking into account, for to the avoidance of doubt, any actions taken by the Company pursuant to Section 2.4(b)extent applicable thereto.

Allocation Schedule. No later than three The Company acknowledges and agrees that (3i) Business Days prior the Total Merger Consideration is being allocated among the Pre-Closing Holders pursuant to the schedule to be delivered to PTAC in connection with the Closing Date, the Company shall deliver Statement pursuant to HighCape an allocation schedule Section 2.3(e) (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Stock held by each Company Stockholder, (b) the number of shares of Company Stock subject to each Company Option and Company RSU 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 the exercise price thereof, (c) the number of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards to be allocated to each holder at the Effective Time, (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, allocation (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a) and (b) is, 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, (ii) the information delivered pursuant to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate of the Company based on its books and records and (iii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b). The Company will review any comments to the Allocation Schedule provided by HighCape or any of its Representatives and consider in good faith any reasonable comments proposed by HighCape or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(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 the Company, the Company Stockholders AgreementsShareholder Agreements and applicable Law, (ii) does and will set forth (A) the mailing addresses, telephone numbers and email addresses, for each Pre-Closing Holder, (B) the number and class of Equity Securities owned by each Pre-Closing Holder, (C) with respect to any Pre-Closing Holder that is a holder of Canceled Warrants, the aggregate exercise price payable for such Pre-Closing Holder with respect to such Canceled Warrants, (D) the portion of the Total Merger Consideration allocated to each Pre-Closing Holder (divided into the portion of the Aggregate Stock Consideration, and the Earn Out Shares and the Cash Funding Amount payable to such Pre-Closing Holder), (E) with respect to each Pre-Closing Holder of Company Options, the number of PTAC Common Shares subject to, and the exercise price per PTAC Common Share of, each PTAC Option, (F) with respect to each Pre-Closing Holder of a Company RSU award, the number of PTAC Common Shares subject to the PTAC RSU award (G) with respect to each Pre-Closing Holder of Company Restricted Shares, the number of PTAC Common Shares subject to such Company Restricted Shares and (H) the number of Earn Out Shares to be issued to each Pre-Closing Holder upon the occurrence of each Triggering Event set forth in Section 2.6, and (iii) is and will otherwise be accurate. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Total Merger Consideration on the Closing Date in accordance with the Allocation Schedule, PTAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Total Merger Consideration), and none of them shall have (i) any further obligations to the Company, any Pre-Closing Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Total Merger Consideration), or (ii) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases PTAC and its Affiliates (and, on and after the Closing, the Company Equity Plan and its Affiliates) from all claims arising from or any related to such Allocation Schedule and the allocation of the Total Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth in such Allocation Schedule. The Company acknowledges and agrees that as of the date hereof certain Pre-Closing Holders have entered into Support Agreements, and following the date hereof, other Contract to which Pre-Closing Holders may enter into additional Support Agreements (each, a “Supporting Pre-Closing Holder”), and the Company is covenants and agrees that the Allocation Schedule shall not contain any reductions to the Applicable Company Stock Percentage of any Supporting Pre-Closing Holder, or all Supporting Pre-Closing Holders taken as a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company pursuant to Section 2.4(b)whole.

Allocation Schedule. No later than The Company acknowledges and agrees that the Total Share Consideration is being allocated among the Company Stockholders pursuant to the schedule set forth on Schedule 1.3(k) (the “Allocation Schedule”). The Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to Parent at least three (3) Business Days prior to the anticipated Closing Date. In each case, the Company shall deliver to HighCape an agrees that the allocation schedule among the Company Stockholders shown thereof is and will be in accordance with the Charter Documents of the Company and applicable Law. In addition, the Allocation Schedule (the “Allocation Schedule”A) setting does and will set forth (a1) the mailing addresses and email addresses for each Pre-Closing Holder, (2) the number and class of shares of Company Common Stock (giving effect to the Company Preferred Stock Conversion), Company Preferred Stock, Company Stock held Options, Company Warrants, and/or Company RSUs owned by each Company StockholderPre-Closing Holder, (b3) the number of shares of Company Parent Class A Common Stock subject allocated to each Company Option and Company RSU 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 the exercise price thereofStockholder, (c4) with respect to each Pre-Closing Holder of Company Stock Options, the number of shares of HighCape Parent Class A Common StockStock subject to, New HighCape and the exercise price per share of Parent Class B A Common Stock and Rollover Awards to be allocated of, each Substitute Option, (5) with respect to each holder at the Effective TimePre-Closing Holder of Company Warrants, (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Sharesshares of Parent Class A Common Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Substitute Warrant, and (h6) with respect to each Pre-Closing Holder of Company RSUs, the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer shares of the Company, that (i) the information delivered pursuant to clauses (a) and (b) 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, (ii) the information delivered pursuant to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate of the Company based on its books and records and (iii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b). The Company will review any comments to the Allocation Schedule provided by HighCape or any of its Representatives and consider in good faith any reasonable comments proposed by HighCape or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Parent Class A Common Stock that subject to each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(viii) will be rounded down to the nearest whole share Substitute RSU, and (B) is and will otherwise be accurate in no event all respects (except for de minimis inaccuracies that are not material). Parent shall be entitled to conclusively rely on the Allocation Schedule (or as updated prior to the calculations or determinations therein) breachClosing Date), as applicable, and neither Parent nor its Affiliates shall have any applicable Law, Liability with respect to the Governing Documents allocation of the Company, Total Share Consideration among the Company Stockholders Agreementsor the calculation of the number of shares of Parent Class A Common Stock subject to, or the Company Equity Plan or any other Contract to which the Company is a party or bound exercise price per share of Parent Class A Common Stock of (taking into accountas applicable), for the avoidance of doubtSubstitute Options, any actions taken by the Company pursuant to Section 2.4(b)Substitute Warrants and Substitute RSUs under this Agreement.

Allocation Schedule. No later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to HighCape DYNS an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Stock Equity Securities held by each Company Stockholder, (b) the number of shares of Company Common Stock subject to each Company Option and Company RSU 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 Time, and, in the case of the Company Options, 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 number portion of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards to be the Transaction Share Consideration allocated to each holder at Company Stockholder pursuant to Section 2.1(a)(vii), as well as reasonably detailed calculations with respect to the Effective Timecomponents and subcomponents thereof, (d) the portion of the Contingency Consideration allocated to each Company CashStockholder, in the event that any Contingency Consideration becomes payable, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, and (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (a), (b), (c) and (bd) isare, and will be as of immediately prior to the Effective Time, (i) true and correct in all respects respects, and (ii) in accordance with the last sentence applicable provisions of this Section 2.3Agreement, (ii) the information delivered pursuant to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate Governing Documents of the Company based on its books and records and (iii) applicable Laws and, in the case of Company Options, the Company has performed, Equity Plan and any applicable grant or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b)similar agreement with respect to any such Company Option. The Company will review any comments to the Allocation Schedule provided by HighCape DYNS or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by HighCape DYNS or any of its RepresentativesRepresentatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape shares of Class A Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(viii2.1(a)(vii) 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 the Company, the Company Stockholders Agreements, 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 pursuant to Section 2.4(b)share.

Allocation Schedule. Attached hereto as Exhibit J is an Allocation Schedule, prepared by the Company for illustrative purposes, setting forth: (i) the name of each Company Equity Interest holder; (ii) the number and type of Company Equity Interests held by each such Company Equity Interest holder; (iii) the Fully Diluted Number as of the Execution Date, and the portion thereof attributable to each Company Equity Interest holder; and (iv) the amount of Equity Consideration attributable to each such Company Equity Interest holder’s Company Equity Interests in accordance with the Company LLCA and this Agreement. No later than three ten Business Days prior to the Closing, the Company shall deliver to the Buyer an updated Allocation Schedule, prepared in conformance with the principles set forth in Exhibit J, which shall be updated to reflect: (3A) the JDA Share Adjustment Amount as of the Closing Date; (B) the Interim Company Financing Cash; (C) the calculation of the Equity Consideration; and (D) the Fully Diluted Number as of the Closing Date; and thereby set forth the final allocation of the Equity Consideration among the holders of Company Equity Interests as of the Effective Time in accordance with the Company LLCA and this Agreement. Following the delivery thereof, the Company will provide the Buyer and their accountants and other Representatives with a reasonable opportunity to review the Allocation Schedule. At least two Business Days prior to the Closing Date, the Buyer may notify the Company of any comments or questions with respect to the Allocation Schedule and the Company shall (x) consider in good faith such comments or questions and (y) prepare and deliver an updated Allocation Schedule to HighCape an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Stock held by each Company Stockholder, (b) the number of shares of Company Stock subject to each Company Option and Company RSU 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 Closing Date reflecting any agreed upon changes resulting from such comments or questions. Notwithstanding the foregoing, the Allocation Schedule ultimately delivered by the Company to the Buyer in accordance with this Agreement shall control. The Company hereby acknowledges and agrees that the exercise price thereofBuyer Parties may rely upon the Allocation Schedule, and in no event will the Buyer or any of its Affiliates (cincluding the Surviving Company) have any liability to any Company Unitholder or other Person with respect to the number of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards to be allocated to each holder at the Effective Time, (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer of the Company, that (i) the information Allocation Schedule delivered pursuant to clauses (a) and (b) is, and will be as this Agreement or on account of immediately prior to the Effective Time, true and correct in all respects and shares issued in accordance with the last sentence of this Section 2.3, (ii) the information delivered pursuant to clauses (c) through (j) is, and will be terms hereof as of immediately prior to the Effective Time based on the good faith estimate of the Company based on its books and records and (iii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b). The Company will review any comments to the Allocation Schedule provided by HighCape or any of its Representatives and consider in good faith any reasonable comments proposed by HighCape or any of its Representatives. Notwithstanding the foregoing or anything to the contrary hereinSchedule; provided, (A) the aggregate number of HighCape Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(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 the Company, the Company Stockholders Agreements, the Company Equity Plan or any other Contract to which the Company is a party or bound (taking into accountthat, for the avoidance of doubt, any actions taken by in no event shall the Company pursuant amounts set forth on the Allocation Schedule result in, or require the Buyer to Section 2.4(b)issue a number of XXXX Interests greater, in the aggregate, than the Equity Consideration.

Allocation Schedule. No later than three At least two (32) Business Days prior to the Closing DateClosing, the Company shall deliver to HighCape Parent an allocation schedule (updated Allocation Schedule based on the “Allocation Schedule”) setting forth (a) form attached to this Agreement as Annex B, the number and class final version of shares of Company Stock held by each Company Stockholder, (b) the number of shares of Company Stock subject to each Company Option and Company RSU held by each holder thereof, as well as whether each such Company Option will which shall be a Vested Company Option or an Unvested Company Option as of immediately prior to the Effective Time and the exercise price thereof, (c) the number of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards to be allocated to each holder at the Effective Time, (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed signed by an authorized officer of the Company, that (i) setting forth in reasonable detail the information delivered pursuant required to clauses (a) and (b) isbe set forth therein, and will which shall be as of immediately prior to the Effective Time, true and correct in all respects and prepared in accordance with the last sentence applicable provisions of the Company’s Organizational Documents and this Agreement, and which shall include the name and address of each Equityholder and, if available the e-mail address of each such Stockholder, the number and series of Outstanding Company Common Shares, Outstanding Company Preferred Shares, and Options held by each Equityholder, and whether any such shares are certificated. The parties and, by virtue of the adoption and approval of this Section 2.3Agreement, (ii) the information delivered pursuant Equityholders hereby acknowledge and agree that Parent and each of its Affiliates shall be entitled to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based rely on the good faith estimate of the Company based on its books and records and (iii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b). The Company will review any comments to the Allocation Schedule provided by HighCape or in connection with distributing amounts payable pursuant to this ARTICLE II, neither Parent nor any of its Representatives and consider in good faith Affiliates shall have any reasonable comments proposed by HighCape liability or obligation to any of its Representatives. Notwithstanding the foregoing or anything Person, including to the contrary hereinEquityholders, in respect thereof except as expressly contemplated by this Agreement (A) including the aggregate number payment obligations hereunder), and none of HighCape Common Stock that each Company Stockholder will have a right the Stockholders’ Representative or the Equityholders shall make any claim in respect of the allocation of Merger Consideration or WC Adjustment Amount delivered to receive pursuant to Section 2.1(b)(viii) will be rounded down or for the benefit of any such Person on or after the Closing Date to the nearest whole share and (B) extent that such distribution is made in no a manner consistent with the Allocation Schedule. In the event shall of any inconsistency or conflict between the provisions of this ARTICLE II with respect to any portion of the Merger Consideration payable to any Equityholder, the Allocation Schedule (or the calculations or determinations therein) breachwill prevail, as applicable, any applicable Law, the Governing Documents of the Company, the Company Stockholders Agreements, 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 pursuant to Section 2.4(b)absent manifest error.

Allocation Schedule. No later than The Allocation Schedule sets forth a true, correct and complete allocation of the amounts payable to the equity holders of Merger Partner and the Blockers pursuant to this Agreement as of the date of this Agreement and the pro forma equity capitalization of Public Company and Merger Partner giving effect to the Mergers. Merger Partner shall deliver an updated Allocation Schedule reflecting any transfers of equity interests in Merger Partner or any Blocker or issuances of equity or equity linked securities of Merger Partner after the date hereof (which issuances for the avoidance of doubt shall only be made in compliance with the terms of this Agreement), as well as the elections contemplated by Section 2.5, to Public Company at least three (3) Business Days prior to the Closing DateClosing, the Company shall deliver to HighCape an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Stock held by each Company Stockholder, (b) the number of shares of Company Stock subject to each Company Option and Company RSU 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 the exercise price thereof, (c) the number of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards to be allocated to each holder at the Effective Time, (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a) and (b) 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, (ii) the information delivered pursuant to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate of the Company based on its books and records and (iii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b). The Company will review any comments to the which updated Allocation Schedule provided by HighCape or any of its Representatives and consider in good faith any reasonable comments proposed by HighCape or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(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 the Company, the Company Stockholders Agreements, the Company Equity Plan or any other Contract to which the Company is a party or bound (taking into accountnot, for the avoidance of doubt, any actions taken by change the aggregate number of shares of Public Company Class A Common Stock and Public Company Class B Common Stock comprising the Merger Consideration or the aggregate number of Merger Partner Common Units to be issued in connection with the Mergers (subject to the election rights of the Electing Members pursuant to Section 2.4(b2.5); provided, however, that in the event Merger Partner sells additional Merger Partner Series F Preferred Units after the date of this Agreement at a cash price per Series F Preferred Unit of $2.00 and otherwise on terms substantially the same as issuances of Series F Preferred Units by Xxxxxx Partner prior to the date hereof (each, an “Additional Merger Partner Unit”) the Allocation Schedule shall be updated to reflect such issuances of Additional Series F Preferred Unit(s) of Merger Partner and the number of shares of Public Company Class A Common Stock, Public Company Class B Common Stock and Member Partner Class B Units comprising the Merger Consideration in exchange therefor and any additional Member Partner Class A Units to be issued as a result pursuant to Section 2.1(b)(ii). Public Company, Merger Partner and the Exchange and Paying Agent shall be entitled to rely conclusively on the Allocation Schedule as in effect from time to time and any amounts delivered by Public Company and Merger Partner to any security holder of Merger Partner or a Blocker (or delivered by Public Company to the Exchange and Paying Agent for further delivery to such Persons) in accordance with the Allocation Schedule, shall be deemed for all purposes to have been delivered to the applicable equity holder in full satisfaction of the obligations of Public Company and Merger Partner under this Article II.

Allocation Schedule. No later than three At least two (32) Business Days prior to the Closing Date, the Company shall deliver to HighCape ARYA an allocation schedule (the “Allocation Schedule”) setting forth (ai) the number and class of shares of Company Stock Shares held by each Company Stockholder, Shareholder (b) including the number of shares Company Common Shares immediately prior to the Closing, subject to the Company Warrants that will be exercised for Company Common Shares pursuant to Section 2.4(b) held by each holder thereof), the number of Company Stock Common Shares subject to each Company Option and Company RSU 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 Time, (ii) in the case of the Company Options, the exercise price thereofand, if applicable, the exercise date, (ciii) the number portion of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards to be the Adjusted Transaction Share Consideration allocated to each holder Company Option pursuant to Section 2.4(a) and the portion of the Adjusted Transaction Share Consideration allocated to each Company Share pursuant to Section 2.1(b)(vii) (including, for the avoidance of doubt, each Company Share that is issued upon exercise of the Company Warrants immediately prior to the Closing pursuant to Section 2.4(b)), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof (including the Exchange Ratio), (iv) the exercise price of each Rollover Option at the Effective Time, (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (kv) a certification, duly executed by an authorized officer of the Company, that that, to his or her knowledge and solely in his or her capacity as an officer of the Company (i) and without any personal liability), the information and calculations delivered pursuant to clauses (ai), (ii), (iii) and (biv) isare, and will be as of immediately prior to the Effective Time, (A) true and correct in all respects and (B) in accordance with the last sentence Allocation Schedule Principles. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Section 2.3Agreement, (ii) the information delivered pursuant Governing Documents of the Company, the Company Shareholders Agreement and applicable Laws, in the case of the Company Options, in accordance with the Company Equity Plan and any applicable grant or similar agreement with respect to clauses (c) through (j) iseach Company Option and, and will be as in the case of the Company Common Shares issued upon exercise of the Company Warrants immediately prior to the Effective Time based on the good faith estimate of Closing pursuant to Section 2.4(b), the Company based on its books and records and Warrant Agreement (iii) collectively, the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b“Allocation Schedule Principles”). The Company will review any comments to the Allocation Schedule provided by HighCape ARYA or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by HighCape ARYA or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(viii) will be rounded down to the nearest whole share and (Bx) in no event shall the aggregate number of ARYA Shares set forth on the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents that are allocated in respect of the Company, Equity Securities of the Company Stockholders Agreements, the Company Equity Plan or any other Contract to which the Company is a party or bound (taking into accountor, for the avoidance of doubt, any actions taken by the Company pursuant Equityholders) exceed the Adjusted Transaction Share Consideration and (y) the ARYA Parties and the Exchange Agent will be entitled to Section 2.4(b)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.

Allocation Schedule. No later than three At least five (35) Business Days prior to the Closing Date, the Company shall deliver to HighCape Cascadia an allocation schedule (the “Allocation Schedule”) setting forth (ai) its good faith calculation of the Exchange Share Consideration and the Exchange Ratio, (ii) the number and class of shares of Company Stock Shares held by each Company StockholderEquityholder, (biii) the number of shares Company Common Shares subject to, the exercise price of Company Stock subject to and, if unvested, the vesting provisions of each Company Option and Company RSU held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as whether as, in each such Company Option will be a Vested Company Option or an Unvested Company Option as of immediately prior case, reasonably detailed calculations with respect to the Effective Time components and subcomponents thereof, (v) the exercise price thereof, (c) the number of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and each Rollover Awards to be allocated to each holder Option at the Effective Time, (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (gvi) the number of Deemed Acquired SharesCompany Shares subject to each Company Warrant, (hvii) the number calculation of Net Vested Optionsthe formulas (and the components thereof) set forth in Section 2.6, (iviii) the Per Share Merger Consideration Valuepro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer governing documents of the Company, that (i) the information delivered pursuant to clauses (a) and (b) isapplicable Laws, and will be as in the case of immediately prior to the Effective TimeCompany Options, true and correct in all respects and in accordance with the last sentence of this Section 2.3, (ii) the information delivered pursuant applicable Company Equity Plan and any applicable grant or similar agreement with respect to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate of the each Company based on its books and records and (iii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b)Option. The Company will review any comments to the Allocation Schedule provided by HighCape Cascadia or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by HighCape Cascadia or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(viii) will be rounded down to the nearest whole share and (Bx) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents that are allocated in respect of the Company, Equity Securities of the Company Stockholders Agreements, the Company Equity Plan or any other Contract to which the Company is a party or bound (taking into accountor, for the avoidance of doubt, any actions taken by the Company pursuant Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to Section 2.4(b)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.