Common use of Allocation Schedule Clause in Contracts

Allocation Schedule. No later than three Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of Company Shares held by each Company Shareholder, the number of Company Shares deemed subject to each Company Award held by each holder thereof, as well as whether each such Company Award will be vested or unvested as of immediately prior to the Closing Date, and the number of Company Shares subject to each other warrant, award, convertible security or any other right to subscribe for Company Shares held by each holder thereof, and (b) the number of Holdco Shares that each Company Shareholder, holder of Company Awards or holder of any other option, warrant, award, convertible security or any other right to subscribe for Company Shares is entitled to receive as a result of Company Share Exchange , and (c) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a) and (b) are, and will be as of immediately prior to the Closing, (i) true and correct in all respects and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company and applicable Laws and, in the case of the Company Awards, the Company Incentive Plan and any applicable grant or similar agreement with respect to any such Company Award. The Company will review any comments to the Allocation Schedule provided by CCTS or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS or any of its Representatives prior to the issuance of any Holdco Shares. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of Holdco Shares that each Company Shareholder, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rights) will have a right to receive pursuant to Section ‎2.1(a) will be (A) rounded down to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to one-half of a Holdco Share.

Allocation Schedule. No later than three The Company shall deliver to ListCo, at least five (5) Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS an allocation a schedule (the “Allocation Schedule”) setting forth the allocation of the Merger Consideration among the Company Stockholders (aexcluding the Dissenting Stockholders). The Company acknowledges and agrees that the Allocation Schedule (i) is and will be in accordance with the Organizational Documents of the Company, and applicable Law, (ii) does and will set forth (A) the mailing addresses and email addresses, for each Company Stockholder, (B) the number and class of Equity Securities of the Company Shares held owned by each Company Shareholder, the number of Company Shares deemed subject to each Company Award held by each holder thereof, as well as whether each such Company Award will be vested or unvested Stockholder as of immediately prior to the Closing Date, and the number of Company Shares subject to each other warrant, award, convertible security or any other right to subscribe for Company Shares held by each holder thereofEffective Time, and (bC) the number portion of Holdco Shares that the Merger Consideration allocated to each Company ShareholderStockholder (divided into ListCo Class A Common Stock and/or Pre-Funded Warrants in lieu thereof, holder and, if any, additional shares of Company Awards or holder of any other option, warrant, award, convertible security or any other right ListCo Class A Common Stock to subscribe for Company Shares is entitled be issued pursuant to receive as a result of Company Share Exchange Section 2.07(c)), and (ciii) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a) and (b) are, is and will be as of immediately prior accurate. Notwithstanding anything in this Agreement to the Closingcontrary, (i) true upon delivery, payment and correct in all respects and (ii) issuance of the Merger Consideration on the Closing Date in accordance with the applicable provisions Allocation Schedule, ListCo 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 (i) any further obligations to the Company, any Company Stockholder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Merger Consideration), or (ii) any liability with respect to the allocation of the consideration under this Agreement, and the Governing Documents of Company hereby irrevocably waives and releases ListCo and its Affiliates (and, on and after the Closing, the Company and applicable Laws and, in its Affiliates) from all claims arising from or related to such Allocation Schedule and the case allocation of the Company Awards, the Company Incentive Plan and any applicable grant or similar agreement with respect to any such Company Award. The Company will review any comments to the Allocation Schedule provided by CCTS or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS or any of its Representatives prior to the issuance of any Holdco Shares. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of Holdco Shares that Merger Consideration among each Company Shareholder, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rights) will have a right to receive pursuant to Section ‎2.1(a) will be (A) rounded down to the nearest whole number Stockholder as set forth in the event that the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to one-half of a Holdco Sharesuch Allocation Schedule.

Allocation Schedule. Attached hereto as Exhibit M is a sample Allocation Schedule for illustrative purposes as of the Execution Date, setting forth: (i) the name of each Company Equity Interest holder; (ii) the number and type of Company Equity Interests and, as applicable, Rollover Units, 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; (iv) the amount of Equity Consideration attributable to each such Company Equity Interest holder’s Company Equity Interests; (v) the amount of Cash Consideration attributable to each such Company Equity Interest holder’s Company Equity Interests and (vi) the amount of Non-Committed Member Class B Purchased Shares, if any. No later than three two Business Days prior to the scheduled Closing DateClosing, the Company shall deliver to CCTS EQV an allocation schedule (the “updated Allocation Schedule”) setting , prepared in conformance with the principles set forth in Exhibit M, which shall be updated to reflect: (aA) the number Interim Company Contribution Amount; (B) the Interim Company Distribution Amount; (C) the calculation of the Equity Consideration; (D) the Fully Diluted Number as of the Closing Date; and thereby set forth the final allocation of the Equity Consideration and Cash Consideration among the Rollover Members and the other holders of Company Shares held by each Equity Interests as of the Company ShareholderMerger Effective Time in accordance with the Company LLCA, the number of Company Shares deemed subject to each Company Award held by each holder Rollover Agreements and this Agreement. Following the delivery thereof, as well as whether each such the Company Award will be vested or unvested as of immediately provide EQV 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, EQV may notify the Company of any comments or questions with respect to the Allocation Schedule and the number of Company Shares subject shall (x) consider in good faith such comments or questions and (y) prepare and deliver an updated Allocation Schedule to each other warrantthe Company prior to the Closing Date reflecting any agreed upon changes resulting from such comments or questions. Notwithstanding the foregoing, awardthe Allocation Schedule ultimately delivered by the Company to EQV in accordance with this Agreement shall control. The Company hereby acknowledges and agrees that the EQV Parties may rely upon the Allocation Schedule, convertible security and in no event will EQV or any of its Affiliates (including the Second Surviving Company) have any liability to any Company Unitholder or other right Person with respect to subscribe for Company Shares held by each holder thereof, and (b) the number of Holdco Shares that each Company Shareholder, holder of Company Awards or holder of any other option, warrant, award, convertible security or any other right to subscribe for Company Shares is entitled to receive as a result of Company Share Exchange , and (c) a certification, duly executed by an authorized officer of the Company, that the information and calculations Allocation Schedule delivered pursuant to clauses (a) and (b) are, and will be as this Agreement or on account of immediately prior to the Closing, (i) true and correct in all respects and (ii) shares issued in accordance with the applicable provisions terms hereof as set forth in the Allocation Schedule; provided, that, for the avoidance of this Agreementdoubt, in no event shall the Governing Documents amounts set forth on the Allocation Schedule result in, or require EQV Holdings or ParentCo to issue a number of the Company and applicable Laws andEQV Interests greater, in the case of aggregate, than the Company AwardsEquity Consideration or make cash payments in an amount greater, the Company Incentive Plan and any applicable grant or similar agreement with respect to any such Company Award. The Company will review any comments to the Allocation Schedule provided by CCTS or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS or any of its Representatives prior to the issuance of any Holdco Shares. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of Holdco Shares that each Company Shareholder, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rights) will have a right to receive pursuant to Section ‎2.1(a) will be (A) rounded down to the nearest whole number in the event that aggregate, than the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to one-half of a Holdco ShareCash Consideration.

Allocation Schedule. No later than three (3) Business Days prior to the scheduled Closing Commencement Date, the Company shall deliver to CCTS FLAC an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of each class and series of Company Shares held by each Company Shareholder, the number of Company Shares deemed subject to each Company Equity Award (whether directly or indirectly through depository receipts for Company Shares) held by each holder thereof, as well as whether each such Company Equity Award will be vested or unvested as of immediately prior to the Closing Effective 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, holder of Company Awards 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 Earnout Pro Rata Share allocated to each Company Shareholder, Eligible Optionholder or holder of Company Issuance Right, as the case may be, as well as reasonably detailed calculations with respect to the component and subcomponents thereof, and (cd) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a), (b) and (bc) are, and will be as of immediately prior to the ClosingEffective Date, (i) true and correct in all respects and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company, the Company Shareholders Agreement and applicable Laws and, in the case of the Company Equity Awards, the a Company Equity Incentive Plan and any applicable grant or similar agreement with respect to any such Company Equity Award. The Company will review any comments to the Allocation Schedule provided by CCTS FLAC or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS FLAC or any of its Representatives prior to the issuance of any Holdco Shares. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of Holdco Shares that each Company Shareholder, holder of Company Awards 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(a2.1(b) will be (A) rounded down to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is less than onefive-half tenths (0.5) of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to onefive-half tenths (0.5) of a Holdco Share.

Allocation Schedule. No later than three (a) At least two (2) Business Days prior to the scheduled Closing DateClosing, the Company shall deliver to CCTS an allocation SPAC a schedule setting forth with respect to each holder of Company Outstanding Shares and Company Class B Common Shares (the “Allocation Schedule”) setting forth ): (ai) the name and address of record of such holder; (ii) whether such holder is a current or former employee of the Company or any of its Affiliates; and (iii) the total number of Company Outstanding Shares and Company Class B Common Shares held by each Company Shareholder, the number of Company Shares deemed subject to each Company Award held by each such holder thereof, as well as whether each such Company Award will be vested or unvested as of immediately prior to the Closing Date, and Amalgamation Effective Time (including the total number of Company Outstanding Shares subject to each other warrant, award, convertible security or any other right to subscribe for Company Shares held by each holder thereof, Warrants and (b) the number of Holdco Shares that each vested Company Shareholder, holder of Company Awards or holder of any other option, warrant, award, convertible security or any other right to subscribe for Company Shares is entitled to receive as a result of Company Share Exchange , and (c) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a) and (b) are, and will be Options as of immediately prior to the Amalgamation Effective Time). SPAC shall be entitled to rely fully on the Allocation Schedule for purposes of this Agreement and the Plan of Arrangement and all payments required to be made hereunder and thereunder, and neither SPAC nor any of its Affiliates shall, absent manifest error of which such Party was actually aware, have any liability to any Person for any payment made in accordance with the Allocation Schedule or any other payment made to the Exchange Agent for the benefit of the holders of Company Outstanding Shares and Company Class B Common Shares pursuant to this Article 2 and the Plan of Arrangement based on the Allocation Schedule (including with respect to any claim that the Allocation Schedule or such other written instruction is incomplete or inaccurate). (b) SPAC may elect to appoint an exchange agent (the “Exchange Agent”) and enter into an exchange agent agreement with such Exchange Agent for the purpose of exchanging certificates, if any, representing the Company Shares and any Company Shares held in book-entry form on the share transfer books of the Company immediately prior to the Closing, for the applicable consideration set forth herein and in the Plan of Arrangement. (c) To the extent SPAC elects to appoint an Exchange Agent: (i) true the Company shall mail or otherwise deliver, or shall cause to be mailed or otherwise delivered, a letter of transmittal to the Company Shareholders to be used for the purpose of surrendering the Company Certificates and correct any other such Equity Interests in all respects book-entry form for the applicable consideration hereunder; and (ii) SPAC shall deposit, or cause to be deposited, on the Closing Date for the benefit of such Persons and for exchange in accordance with this Section 2.08(c) through the applicable provisions Exchange Agent, evidence of this AgreementSPAC Common Shares in book-entry form (and, if applicable, SPAC Exchange Warrants and SPAC PIPE Warrants) representing the Governing Documents portion of the Company consideration issuable hereunder and applicable Laws and, in the case of the Company Awards, the Company Incentive Plan and any applicable grant or similar agreement with respect to any such Company Award. The Company will review any comments pursuant to the Allocation Schedule provided by CCTS or any Plan of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS or any of its Representatives prior Arrangement to the issuance of any Holdco Shares. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of Holdco Shares that each Company Shareholder, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rights) will have a right to receive pursuant to Section ‎2.1(a) will be (A) rounded down to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to one-half of a Holdco Sharesuch holders.

Allocation Schedule. No later than three (3) Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS Longview an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of Company Shares Stock held by each Company ShareholderStockholder, (b) the number of Company Shares deemed Stock subject to each Company Award Option and Company RSU held by each holder thereof, as well as whether each such Company Award Option will be vested a Vested Company Option or unvested an Unvested Company Option as of immediately prior to the Closing Date, Effective Time and the number exercise price thereof, (c) the outstanding amount of Company Shares subject to each other warrant, award, convertible security or any other right to subscribe for Company Shares held by each Convertible Note and the holder thereof, and (bd) the number of Holdco Shares that Longview Class A Common Stock, New Longview Class B Common Stock and Rollover Awards to be allocated to each Company Shareholder, holder of Company Awards or holder of any other option, warrant, award, convertible security or any other right to subscribe for Company Shares is entitled to receive as a result of Company Share Exchange , at the Effective Time and (ce) 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) areis, and will be as of immediately prior to the ClosingEffective Time, (i) true and correct in all respects and (ii) in accordance with the applicable provisions last sentence of this Agreement, the Governing Documents of Section 2.3 and (ii) the Company has performed, or otherwise complied with, as applicable, its covenants and applicable Laws and, agreements set forth in the case of the Company Awards, the Company Incentive Plan and any applicable grant or similar agreement with respect to any such Company AwardSection 2.4(b). The Company will review any comments to the Allocation Schedule provided by CCTS Longview or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS Longview or any of its Representatives prior to the issuance of any Holdco SharesRepresentatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of Holdco Shares Longview Common Stock that each Company Shareholder, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rights) Stockholder will have a right to receive pursuant to Section ‎2.1(a2.1(b)(viii) will be (A) rounded down to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share share and (B) rounded up 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 nearest whole number in Company is a party or bound (taking into account, for the event that avoidance of doubt, any actions taken by the fractional Holdco Share that otherwise would be so paid is greater than or equal Company pursuant to one-half of a Holdco ShareSection 2.4(b).

Allocation Schedule. No later than three At least five Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS BCSA an allocation schedule (the “Allocation Schedule”) setting forth forth: (ai) its good faith calculation of the Exchange Share Consideration and the Exchange Ratio, (ii) the number of Company Shares held by each Company Shareholder, the number of Company Shares deemed subject to each Company Award held by each holder thereof, as well as whether each such Company Award will be vested or unvested as of immediately prior to the Closing Date, and the number of Company Shares subject to each other warrant, award, convertible security or any other right to subscribe for Company Shares held by each holder thereof, and Equityholder, (biii) the number of Holdco Shares that each Company Shareholder, holder of Company Awards or holder of any other optionoutstanding Equity Securities of the Company, warrantincluding pursuant to Company Equity Awards, (iv) its good faith estimate of the Company Net Debt as of the Closing, (v) its good faith calculation of the Aggregate Exercise Amount, award, convertible security or any other right to subscribe for Company Shares is entitled to receive as a result of Company Share Exchange , and and (cvi) 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 (and without any personal liability), the information and calculations delivered pursuant to clauses (ai) and through (bv) are, and will be as of immediately prior to the ClosingEffective Time, (iA) true and correct in all respects and (iiB) in accordance with the Allocation Schedule Principles. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company Company, and applicable Laws and, in the case of the Company Equity Awards, in accordance with the applicable Company Incentive Equity Plan and any applicable grant or similar agreement with respect to any such each Company Equity Award, in each case, as in effect immediately prior to the Effective Time (collectively, the “Allocation Schedule Principles”). The Company will review any comments to the Allocation Schedule provided by CCTS BCSA or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS BCSA or any of its Representatives prior to the issuance of any Holdco SharesRepresentatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Holdco BCSA Shares set forth on the Allocation Schedule that each Company Shareholder, holder are allocated in respect of Company Awards or holder of other the Equity Securities of the Company (including a holder or, for the avoidance of doubt, to the Company Issuance RightsEquityholders) will have a right to receive pursuant to Section ‎2.1(aexceed the Exchange Share Consideration and (y) the BCSA Parties and the Exchange Agent will be (A) rounded down entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the nearest whole number in Company Equityholders under this Agreement or under the event that the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to one-half of a Holdco ShareExchange Agent Agreement, as applicable.

Allocation Schedule. No later than three The Company shall deliver to the ListCo, at least five (5) Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS an allocation a schedule (the “Allocation Schedule”) setting forth the allocation of the Closing Consideration among the Company Shareholders. The Company acknowledges and agrees that the Allocation Schedule (ai) is and will be in accordance with the Organizational Documents of the Company and applicable Law, (ii) does and will set forth (A) the number of Company Shares held by mailing addresses and email addresses, for each Company Shareholder, (B) the number and class of Equity Securities of the Company Shares deemed subject to owned by each Company Award held by each holder thereof, as well as whether each such Company Award will be vested or unvested Shareholder as of immediately prior to the Closing Date, and (C) the number portion of Company Shares subject the Closing Consideration allocated to each other warrantCompany Shareholder (divided into applicable Cash Consideration pro rata to the Company Shareholder’s ownership in the Purchased Shares, awardthe ListCo Class A Common Stock and/or Pre-Funded Warrants in lieu thereof, convertible security or any other right and, if any, additional shares of ListCo Class A Common Stock to subscribe for Company Shares held by each holder thereofbe issued pursuant to Section 2.02(c)), and (biii) the number of Holdco Shares that each Company Shareholder, holder of Company Awards or holder of any other option, warrant, award, convertible security or any other right to subscribe for Company Shares is entitled to receive as a result of Company Share Exchange , and (c) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a) and (b) are, and will be as of immediately prior accurate. Notwithstanding anything in this Agreement to the Closingcontrary, (i) true upon delivery, payment and correct in all respects and (ii) issuance of the Closing Consideration on the Closing Date in accordance with the applicable provisions Allocation Schedule, ListCo and its Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement other than the payment of the Holdback Amount (including with respect to the Closing Consideration other than the Holdback Amount), and none of them shall have (i) any further obligations to the Company, any Company Shareholder or any other Person with respect to the payment of any consideration under this Agreement other than the Holdback Amount (including with respect to the Closing Consideration other than the Holdback Amount), or (ii) any Liability with respect to the allocation of the consideration under this Agreement, and the Governing Documents of Company hereby irrevocably waives and releases ListCo and its Affiliates (and, on and after the Closing, the Company and applicable Laws and, in its Affiliates) from all claims arising from or related to such Allocation Schedule and the case allocation of the Company Awards, the Company Incentive Plan and any applicable grant or similar agreement with respect to any such Company Award. The Company will review any comments to the Allocation Schedule provided by CCTS or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS or any of its Representatives prior to the issuance of any Holdco Shares. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of Holdco Shares that Closing Consideration among each Company Shareholder, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rights) will have a right to receive pursuant to Section ‎2.1(a) will be (A) rounded down to the nearest whole number Shareholder as set forth in the event that the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to one-half of a Holdco Sharesuch Allocation Schedule.

Allocation Schedule. No later than three (a) At least two (2) Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS Parent (i) a certificate of an allocation schedule officer of the Company (the “Allocation ScheduleEstimate Statement”) ), setting forth in reasonable detail the Company’s good faith estimate of the (a1) the number of Company Shares held by Transaction Expenses (“Estimated Transaction Expenses”), (2) Transaction Expenses Adjustment Amount, (3) Indebtedness (“Estimated Indebtedness”), (4) Indebtedness Decrease Adjustment Amount, and (5) Indebtedness Increase Adjustment Amount, together with reasonable supporting documentation therefor, in each Company Shareholdercase, the number of Company Shares deemed subject to each Company Award held by each holder thereof, as well as whether each such Company Award will be vested or unvested calculated as of immediately prior to the Closing Date, and (ii) a duly completed Allocation Schedule. The Company shall promptly provide all supporting documentation reasonably requested by Parent in connection with Parent’s review of the number of Company Shares subject to each other warrant, award, convertible security or any other right to subscribe for Company Shares held by each holder thereof, Estimate Statement and Allocation Schedule. (b) Notwithstanding anything to the number of Holdco Shares that each Company Shareholdercontrary in this Agreement, holder of Company Awards or holder of any other option, warrant, award, convertible security or any other right to subscribe for Company Shares is entitled to receive as a result investigation or examination conducted, or any knowledge possessed or acquired, by or on behalf of Company Share Exchange Parent, and (c) a certificationMerger Sub, duly executed by an authorized officer the Surviving Corporation or any of the Company, that the information and calculations delivered pursuant to clauses (a) and (b) are, and will be as of immediately prior to the Closingtheir respective Affiliates, (i) true it is expressly acknowledged and correct agreed that the preparation of the Allocation Schedule and the allocation set forth therein are the sole responsibility of the Company and that Parent, Merger Sub and their respective Affiliates shall be entitled to rely on the Allocation Schedule, without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in all respects accordance therewith and (ii) in accordance with subject to the applicable provisions of this AgreementArticle 10, in no event shall Parent, Merger Sub or, after the Effective Time, the Governing Documents Surviving Corporation, or any of their respective Affiliates, have any Liability to any Person (including the Equityholder Representative and each of the Company and applicable Laws andEquityholders) in connection with any claims relating to any alleged inaccuracy or miscalculations in, in the case of the Company Awardsor otherwise relating to, the Company Incentive Plan and any applicable grant or similar agreement with respect to any such Company Award. The Company will review any comments to preparation of the Allocation Schedule provided and the allocation set forth therein or payments made by CCTS or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS or any of its Representatives prior to the issuance of any Holdco Shares. Notwithstanding the foregoing or anything to the contrary hereinPerson (including Parent, Merger Sub, the aggregate number of Holdco Shares that each Company ShareholderSurviving Corporation, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rightsand their respective Affiliates) will have a right to receive pursuant to Section ‎2.1(a) will be (A) rounded down to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to one-half of a Holdco Shareaccordance therewith.

Allocation Schedule. No later than three five (5) Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS ALPA an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of Company Shares Equity Securities held by each Company ShareholderStockholder, the number of shares of Company Shares deemed Common Stock subject to each Company Equity Award held by each holder thereof, as well as whether each such Company Equity Award will be vested a Vested Company Equity Award or unvested an Unvested Company Equity Award as of immediately prior to the Closing DateEffective Time, and and, in the number case of the Company Shares subject to each other warrantOptions, award, convertible security or any other right to subscribe for Company Shares held by each holder the exercise price thereof, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (b) the number of Holdco Shares 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 portion of the Transaction Share Consideration allocated to each Company ShareholderStockholder pursuant to Section 2.1(a)(vii), holder of Company Awards or holder of any other option, warrant, award, convertible security or any other right as well as reasonably detailed calculations with respect to subscribe for Company Shares is entitled to receive as a result of Company Share Exchange the component and subcomponents thereof, and (cd) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a), (b) and (bc) are, and will be as of immediately prior to the ClosingEffective Time, (i) true and correct in all respects and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company, the Company Voting Agreement and the Company Investors’ Rights Agreement and applicable Laws and, in the case of the Company Equity Awards, the Company Incentive Equity Plan and any applicable grant or similar agreement with respect to any such Company Equity Award. The Company will review any comments to the Allocation Schedule provided by CCTS ALPA or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS ALPA or any of its Representatives prior to the issuance of any Holdco Sharescorrect inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of Holdco Shares shares of Class A Common Stock that each Company Shareholder, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rights) Stockholder will have a right to receive pursuant to Section ‎2.1(a2.1(a)(vii) will be (A) rounded down to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to one-half of a Holdco Shareshare.

Allocation Schedule. (a) No later than three five (5) Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS the SPAC (and the SPAC shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Allocation Schedule”) setting forth (ai) the number of Company Shares held by each Company Shareholder, (ii) the number portion of Company Shares deemed subject the Exchange Consideration allocated to each Company Award held by each holder thereof, as well as whether Shareholder (being each such Company Award will be vested or unvested as of immediately prior to Shareholder’s “Pro Rata Share”), determined in the Closing Date, and the number of Company Shares subject to each other warrant, award, convertible security or any other right to subscribe for Company Shares held by each holder thereofmanner set forth herein, and (b) the number of Holdco Shares that each Company Shareholder, holder of Company Awards or holder of any other option, warrant, award, convertible security or any other right to subscribe for Company Shares is entitled to receive as a result of Company Share Exchange , and (ciii) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (ai) and (bii) areis, and will be as of immediately prior to the Closing, (i) true and correct in all respects and (ii) in accordance with the applicable provisions last sentence of this Agreement, the Governing Documents of the Company and applicable Laws and, in the case of the Company Awards, the Company Incentive Plan and any applicable grant or similar agreement with respect to any such Company AwardSection 1.15(a). The Company will review any comments to the Allocation Schedule provided by CCTS the SPAC or any of its Representatives and consider and incorporate in good faith and incorporate any reasonable comments proposed by CCTS the SPAC or any of its Representatives prior to the issuance of any Holdco SharesRepresentatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of Holdco SPAC Class A Ordinary Shares that each Company Shareholder, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rights) Shareholder will have a right to receive pursuant to Section ‎2.1(a) the Amalgamation will be (A) rounded down to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share and share, (B) rounded up in no event shall the aggregate number of SPAC Class A Ordinary Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares exceed the Exchange Consideration, and (C) the Allocation Schedule (and the calculations or determinations therein) shall be prepared in accordance with any applicable Law, the Company Governing Documents, the Company Shareholders Agreement, the Company Equity Plan and any other Contract to which the Company is a party or bound to the nearest whole number extent applicable thereto. (b) The SPAC, the Exchange Agent and their respective Affiliates and Representatives shall be entitled to rely, without any independent investigation or inquiry, on the names, amounts, and other information set forth in the event Allocation Schedule. None of the SPAC, the Exchange Agent and their respective Affiliates or Representatives shall have any liability to any Company Shareholder or any of its Affiliates for relying on the Allocation Schedule. The Allocation Schedule may not be modified after delivery to the SPAC except pursuant to a written instruction from the Company, with certification from an authorized representative of the Company that such modification is true and correct. The SPAC, the fractional Holdco Share that otherwise would Exchange Agent and their respective Affiliates and Representatives shall be so paid is greater than entitled to rely, without any independent investigation or equal to one-half of a Holdco Shareinquiry, on such modified Allocation Schedule.

Allocation Schedule. No later than three five (5) Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS AHAC an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of Company Shares Equity Securities held by each Company ShareholderStockholder, the number of shares of Company Shares deemed Common Stock subject to each Company Equity Award held by each holder thereof, as well as whether each such Company Equity Award will be vested a Vested Company Equity Award or unvested an Unvested Company Equity Award as of immediately prior to the Closing DateEffective Time, and and, in the number case of the Company Shares subject to each other warrantOptions, award, convertible security or any other right to subscribe for Company Shares held by each holder the exercise price thereof, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (b) the number of Holdco Shares shares of Class A Common Stock that will be subject to each Rollover Option and the exercise price of each such Rollover Option at the Effective Time, in each case, determined in accordance with Section 2.5, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (c) the portion of the Transaction Share Consideration allocated to each Company ShareholderStockholder pursuant to Section 2.1(a)(vii), holder of Company Awards or holder of any other option, warrant, award, convertible security or any other right as well as reasonably detailed calculations with respect to subscribe for Company Shares is entitled to receive as a result of Company Share Exchange the component and subcomponents thereof, and (cd) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a), (b) and (bc) are, and will be as of immediately prior to the ClosingEffective Time, (i) true and correct in all respects and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company, the Company Voting Agreement, the Company Right of First Refusal and Co-Sale Agreement and the Company Investors’ Rights Agreement and applicable Laws and, in the case of the Company Equity Awards, the Company Incentive Equity Plan and any applicable grant or similar agreement with respect to any such Company Equity Award. The Company will review any comments to the Allocation Schedule provided by CCTS AHAC or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS AHAC or any of its Representatives prior to the issuance of any Holdco Sharescorrect inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of Holdco Shares shares of Class A Common Stock that each Company Shareholder, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rights) Stockholder will have a right to receive pursuant to Section ‎2.1(a2.1(a)(vii) will be (A) rounded down to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to one-half of a Holdco Shareshare.

Allocation Schedule. No later than three At least five Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS SPAC an allocation schedule (the “Allocation Schedule”) setting forth forth: (ai) the number of outstanding Company Shares held by each Company Equityholder and the number of SPAC Shares to be issued to each Company Equityholder pursuant to Section 2.1; (ii) the number of Company Shares held by each issuable pursuant to any other class of outstanding Equity Securities of the Company, including pursuant to Company Shareholder, Equity Awards; (iii) its good faith calculation of the number of Company Shares deemed subject to each Company Award held by each holder thereof, as well as whether each such Company Award will be vested or unvested as of immediately prior to the Closing Date, Exchange Share Consideration and the number of Company Shares subject to each other warrant, award, convertible security or any other right to subscribe for Company Shares held by each holder thereof, and Exchange Ratio; and (b) the number of Holdco Shares that each Company Shareholder, holder of Company Awards or holder of any other option, warrant, award, convertible security or any other right to subscribe for Company Shares is entitled to receive as a result of Company Share Exchange , and (civ) 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 (and without any personal liability), the information and calculations delivered pursuant to clauses (ai) and through (bv) are, and will be as of immediately prior to the ClosingEffective Time, (iA) true and correct in all respects and (iiB) in accordance with the Allocation Schedule Principles. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company Company, and applicable Laws and, in the case of the Company Equity Awards, in accordance with the applicable Company Incentive Equity Plan and any applicable grant or similar agreement with respect to any such each Company Equity Award, in each case, as in effect immediately prior to the Effective Time (collectively, the “Allocation Schedule Principles”). The Company will review any comments to the Allocation Schedule provided by CCTS SPAC or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS SPAC or any of its Representatives prior to the issuance of any Holdco SharesRepresentatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Holdco SPAC Shares set forth on the Allocation Schedule that each Company Shareholder, holder are allocated in respect of Company Awards or holder of other the Equity Securities of the Company (including a holder or, for the avoidance of doubt, to the Company Issuance RightsEquityholders) will have a right to receive pursuant to Section ‎2.1(aexceed the Exchange Share Consideration and (y) the SPAC Parties will be (A) rounded down entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to one-half of a Holdco ShareCompany Equityholders under this Agreement.

Allocation Schedule. No later than three At least two (2) Business Days prior to the scheduled Closing DateClosing, the Company shall deliver to CCTS Parent an allocation schedule (updated Allocation Schedule based on the “Allocation Schedule”) setting forth (a) the number of Company Shares held by each Company Shareholderform attached to this Agreement as Annex B, the number final version of Company Shares deemed subject to each Company Award held by each holder thereof, as well as whether each such Company Award will which shall be vested or unvested as of immediately prior to the Closing Date, and the number of Company Shares subject to each other warrant, award, convertible security or any other right to subscribe for Company Shares held by each holder thereof, and (b) the number of Holdco Shares that each Company Shareholder, holder of Company Awards or holder of any other option, warrant, award, convertible security or any other right to subscribe for Company Shares is entitled to receive as a result of Company Share Exchange , and (c) a certification, duly executed signed by an authorized officer of the Company, that setting forth in reasonable detail the information and calculations delivered pursuant required to clauses (a) and (b) arebe set forth therein, and will which shall be as of immediately prior to the Closing, (i) true and correct in all respects and (ii) prepared in accordance with the 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 Agreement, the Governing Documents Equityholders hereby acknowledge and agree that Parent and each of its Affiliates shall be entitled to rely on the Allocation Schedule in connection with distributing amounts payable pursuant to this ARTICLE II, neither Parent nor any of its Affiliates shall have any liability or obligation to any Person, including to the Equityholders, in respect thereof except as expressly contemplated by this Agreement (including the payment obligations hereunder), and none of the Company and applicable Laws and, Stockholders’ Representative or the Equityholders shall make any claim in the case respect of the Company Awards, allocation of Merger Consideration or WC Adjustment Amount delivered to or for the Company Incentive Plan and benefit of any applicable grant such Person on or similar agreement after the Closing Date to the extent that such distribution is made in a manner consistent with the Allocation Schedule. In the event of any inconsistency or conflict between the provisions of this ARTICLE II with respect to any such Company Award. The Company will review portion of the Merger Consideration payable to any comments to Equityholder, the Allocation Schedule provided by CCTS or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS or any of its Representatives prior to the issuance of any Holdco Shares. Notwithstanding the foregoing or anything to the contrary hereinwill prevail, the aggregate number of Holdco Shares that each Company Shareholder, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rights) will have a right to receive pursuant to Section ‎2.1(a) will be (A) rounded down to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to one-half of a Holdco Shareabsent manifest error.

Allocation Schedule. No later than three (3) Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS Capstar an allocation schedule (the “Allocation Schedule”) setting forth forth: (a) the number of Company Shares Shares, including Restricted Shares, held by each Company ShareholderStockholder, the number of Company Shares deemed subject to each Company Award Option held by each holder thereof, as well as whether each such Company Award Option will be vested a Vested Company Option or unvested an Unvested Company Option as of immediately prior to the Closing DateEffective Time, the number of Company Warrants held by each holder thereof and, in the case of the Company Options and Company Warrants, the exercise price thereof, and the number of Company Shares subject to each other warrant, award, convertible security or any other right to subscribe for Company Shares held by each holder thereof, and Company Stockholder upon conversion of Company Preferred Stock into Company Shares immediately prior to the Closing; (b) the number of Holdco Capstar Shares that will be subject to each Rollover Option and Rollover Warrant, 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 ShareholderStockholder; (d) the number of Earn Out Shares allocated to each Company Stockholder, each holder of Company Awards or Options and each holder of any other option, warrant, award, convertible security or any other right to subscribe for Company Shares is entitled to receive as a result of Company Share Exchange , and Warrants; and (ce) 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) areis, and will be as of immediately prior to the ClosingEffective Time, (i) true and correct in all respects and (ii) in accordance with the applicable provisions last sentence of this Agreement, the Governing Documents of Section 2.3 and (ii) the Company has performed, or otherwise complied with, as applicable, its covenants and applicable Laws and, agreements set forth in the case of the Company Awards, the Company Incentive Plan and any applicable grant or similar agreement with respect to any such Company AwardSection 2.1(e). The Company will review any comments to the Allocation Schedule provided by CCTS Capstar or any of its Representatives and consider in good faith and incorporate any all reasonable comments proposed by CCTS or any of its Representatives prior to on the issuance of any Holdco Sharesfinal Allocation Schedule. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of Holdco Capstar Shares that each Company Shareholder, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rights) Stockholder will have a right to receive pursuant to Section ‎2.1(a2.1(a)(vii) will be (A) rounded down to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share and share, (B) rounded up in no event shall the aggregate number of Capstar Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares exceed or be less than the Transaction Share Consideration, (C) in no event shall the aggregate number of Capstar Shares set forth on the Allocation Schedule that are allocated in respect of Vested Company Options exceed or be less than the Rollover Vested Option Amount, (D) in no event shall the aggregate number of Capstar Shares set forth on the Allocation Schedule that are allocated in respect of Company Warrants exceed or be less than the Rollover Warrant Amount, (D) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Stockholders Agreement, the Company Equity Plan or any other Contract to which the Company is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company pursuant to Section 2.1(e)), or fail to take into account the exercise price and other terms of the Company Options and Company Warrants, and (F) in no event shall the number of Capstar Shares that will be subject to the nearest whole number Rollover Options corresponding to the Unvested Company Options exceed the Rollover Unvested Option Amount. The Parties acknowledge and agree that Capstar may rely exclusively (without any independent inquiry or investigation and without any liability) on the Allocation Schedule as setting forth a true, complete and accurate listing of all amounts required to be specified in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to one-half of a Holdco Sharethis Section 2.3.

Allocation Schedule. No later than three five Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS Acquiror an allocation schedule (the “Allocation Schedule”) setting forth forth: (ai) the mailing addresses, telephone numbers and email addresses for each Pre-Closing Holder, (ii) the number and class of Equity Securities owned by each Pre-Closing Holder, (iii) with respect to each Pre-Closing Holder of Company Common Shares held by (including Company Preferred Shares to be converted into Company Common Shares immediately prior to the First Effective Time and Vested Company Restricted Shares), the portion of the Cash Consideration and the portion of the Stock Consideration payable or issuable to such Pre-Closing Holder, (iv) with respect to each Pre-Closing Holder of Company ShareholderOptions, the number of Company Common Shares deemed subject to each Company Award held by each holder thereof, as well as whether each such Company Award will be vested or unvested as of immediately prior to the Closing Dateto, and the number of exercise price per Company Shares subject to Common Share of, each other warrantCompany Option, award, convertible security or any other right to subscribe for Company Shares held by each holder thereof, and (bv) the number of Holdco Earn Out Shares that to be issued to each Company Shareholder, holder Pre-Closing Holder upon the occurrence of Company Awards or holder of any other option, warrant, award, convertible security or any other right to subscribe for Company Shares is entitled to receive as a result of Company Share Exchange each Triggering Event set forth in ‎Section 2.6, and (cvi) a certification, duly executed by an authorized officer of the Company, that (A) the information and calculations delivered pursuant to clauses (ai) and through (bv) areis, and will be as of immediately prior to the ClosingFirst Effective Time, (i) true and correct in all respects and (iiB) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company has performed, or otherwise complied with, as applicable, its covenants and applicable Laws and, agreements set forth in the case of the Company Awards, the Company Incentive Plan and any applicable grant or similar agreement with respect to any such Company Award‎Section 2.2(b)(iii). The Company will review any comments to the Allocation Schedule provided by CCTS Acquiror or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS Acquiror or any of its Representatives Representatives. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Merger Consideration on the Closing Date to the Exchange Agent, Acquiror 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 Merger Consideration), and none of them shall have (A) 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 Merger Consideration), or (B) any Liability with respect to the allocation of the consideration under this Agreement, and the Company and the Pre-Closing Holders hereby irrevocably waive and release Acquiror and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from any and all claims arising out of or resulting from or related to such Allocation Schedule and the allocation of the Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth in such Allocation Schedule. For purposes of clause (iii) of this paragraph, each applicable form of Merger Consideration (i.e., the Cash Consideration and the Stock Consideration) to be allocated among the Pre-Closing Holders shall be allocated ratably based on the number of Company Common Shares (including Company Restricted Shares) owned by each such Pre-Closing Holders as of immediately prior to the issuance of First Effective Time; provided, however, that any Holdco Shares. Notwithstanding the foregoing two or anything more Pre-Closing Holders may agree in writing to reallocate among themselves such Merger Consideration payable or issuable to such Pre-Closing Holders (each such agreement, a “Reallocation Side Agreement”) and, if at least 10 Business Days prior to the contrary hereinfinal filing of the Registration Statement / Proxy Statement, such Pre-Closing Holders deliver a copy of such Reallocation Side Agreement (in form and substance reasonably acceptable to the Company) to the Company, the aggregate number allocation of Holdco Shares such Merger Consideration among such Pre-Closing Holders shall be set forth in the Allocation Schedule in accordance with the provisions of such Reallocation Side Agreement; provided, further, however, that each Company Shareholderother than as set forth in any Reallocation Side Agreement dated as of December 18, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rights) will have a right to receive pursuant to Section ‎2.1(a2020, no Pre-Closing Holder set forth on Schedule 2.2(g) will be (A) rounded down allocated any Cash Consideration. The Pre-Closing Holders acknowledge and agree that the Merger Consideration is the sole consideration to be paid with respect to any and all Equity Securities of the Company. If and to the nearest whole number extent an amendment to the Merger Agreement is reasonably necessary solely in order to reallocate the mix of consideration allocated to any of the Pre-Closing Holders in accordance with any Reallocation Side Agreement (which determination shall be made as promptly as practicable following the date hereof and in any event sufficiently in advance of the time at which the Registration Statement/ Proxy Statement is first filed with the SEC) and does not have an adverse impact on Acquiror in any respect, Acquiror shall (1) enter into such amendment on customary and reasonable terms and (2) include the approval of the Merger Agreement, as so amended, in the event that the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to one-half of a Holdco ShareTransaction Proposals.

Allocation Schedule. No later Not less than three five (5) Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of Company Shares held by each Company Shareholder, the number of Company Shares deemed subject to each Company Award held by each holder thereof, as well as whether each such Company Award will be vested or unvested as of immediately prior to the Closing Date, and the number Company will deliver to Purchaser a spreadsheet, in substantially the form of Company Shares subject Exhibit G, setting forth with respect to each other warrantEquityholder: (a) such Equityholder’s name and email (and if known, awardphysical) address as of the Closing Date, convertible security or any other right to subscribe for Company Shares held by each holder thereof, and (b) the number of Holdco Shares that Company Securities and stock certificate numbers of such Company Securities held by such Equityholder as of the Closing Date (including such shares subject to Vested Options or Company SAFEs), (c) the number of Unvested Options held by such Equityholder as of the Closing Date, (d) the Closing Payments and Per Share Deferred Merger Consideration payable to such Equityholders in accordance with the provisions hereof, (e) his, her or its interest and Pro Rata Percentage in the Escrow Fund and Equityholder Representative Fund (assuming, in each Company Shareholdercase, holder no adjustments or claims), if applicable, and (f) the tax reporting character of Company Awards the payment to such Equityholder (e.g., IRS Form 1099 or holder IRS Form W-2) and whether Taxes will be required to be withheld with respect to such Person assuming submission of any other optionIRS Form W-9 (or W-8 as applicable) and assuming no exercise of appraisal rights pursuant to the DGCL (such spreadsheet, warrant, award, convertible security or any other right to subscribe for Company Shares the “Allocation Schedule”). The amount each Equityholder is entitled to receive as Merger Consideration and Deferred Merger Consideration shall be calculated in cash on a result of Company Share Exchange holder-by-holder basis in the Allocation Schedule and Updated Allocation Schedule, and as applicable. Two (c2) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a) and (b) are, and will be as of immediately days prior to the Closing, (i) true and correct in all respects and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company and applicable Laws and, in the case of the Company AwardsClosing Date, the Company Incentive Plan and any applicable grant or similar agreement with respect will deliver to any such Company Award. The Company will review any comments to the Purchaser an updated Allocation Schedule provided by CCTS or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS or any of its Representatives prior (the “Updated Allocation Schedule”). Provided the Updated Allocation Schedule is reasonably acceptable to the issuance of any Holdco Shares. Notwithstanding the foregoing or anything to the contrary hereinPurchaser, the aggregate number of Holdco Shares that each Company Shareholder, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rights) will have a right to receive pursuant to Section ‎2.1(a) Updated Allocation Schedule will be (A) rounded down appended to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to one-half of a Holdco Sharethis Agreement as Schedule 2.9 hereto.

Allocation Schedule. No later than three five (5) Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS SPAC an allocation schedule (the “Allocation Schedule”) setting forth (a) (i) the number of Company Shares Equity Securities held by each Company ShareholderStockholder, (ii) the number of shares of Company Shares deemed 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 Award Option held by each holder thereof, as well as including whether each such Company Award Option will be vested a Vested Company Option or unvested as of immediately prior to an Unvested Company Option and the Closing Dateexercise price thereof, and (iv) the number of shares of Company Shares Common Stock subject to each other warranta Warrant, award, convertible security or any other right to subscribe for Company Shares held by each holder 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 Holdco Shares shares of Class A Common Stock that will be subject to each Rollover Option, Rollover Warrant and Rollover Note and the exercise price of each 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 ShareholderStockholder pursuant to Section 2.1(a)(vii), holder of Company Awards or holder of any other option, warrant, award, convertible security or any other right as well as reasonably detailed calculations with respect to subscribe for Company Shares is entitled to receive as a result of Company Share Exchange the components and subcomponents thereof, and (cd) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a), (b) and (bc) are, and will be as of immediately prior to the ClosingEffective Time, (i) true and correct in all respects respects, and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company and applicable Laws and, in the case of the Company AwardsOptions, the Company Incentive Equity Plan and any applicable grant or similar agreement with respect to any such Company AwardOption. The Company will review any comments to the Allocation Schedule provided by CCTS SPAC or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS SPAC or any of its Representatives prior to the issuance of any Holdco Sharescorrect inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of Holdco Shares shares of Class A Common Stock that each Company Shareholder, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rights) Stockholder will have a right to receive pursuant to Section ‎2.1(a2.1(a)(vii) will be (A) rounded down to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to one-half of a Holdco Shareshare.

Allocation Schedule. No later than three five (5) Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS DYNS an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of Company Shares Equity Securities held by each Company ShareholderStockholder, the number of shares of Company Shares deemed Common Stock subject to each Company Award Option held by each holder thereof, as well as whether each such Company Award Option will be vested a Vested Company Option or unvested an Unvested Company Option as of immediately prior to the Closing DateEffective Time, and and, in the number case of the Company Shares subject to each other warrantOptions, award, convertible security or any other right to subscribe for Company Shares held by each holder the exercise price thereof, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (b) the number of Holdco Shares shares of Class A Common Stock that will be subject to each Rollover Option and the exercise price of each such Rollover Option at the Effective Time, in each case, determined in accordance with Section 2.5, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (c) the portion of the Transaction Share Consideration allocated to each Company ShareholderStockholder pursuant to Section 2.1(a)(vii), holder 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 Awards or holder of Stockholder, in the event that any other optionContingency Consideration becomes payable, warrant, award, convertible security or any other right as well as reasonably detailed calculations with respect to subscribe for Company Shares is entitled to receive as a result of Company Share Exchange the components and subcomponents thereof, and (ce) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a), (b), (c) and (bd) are, and will be as of immediately prior to the ClosingEffective Time, (i) true and correct in all respects respects, and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company and applicable Laws and, in the case of the Company AwardsOptions, the Company Incentive Equity Plan and any applicable grant or similar agreement with respect to any such Company AwardOption. The Company will review any comments to the Allocation Schedule provided by CCTS DYNS or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS DYNS or any of its Representatives prior to the issuance of any Holdco Sharescorrect inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of Holdco Shares shares of Class A Common Stock that each Company Shareholder, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rights) Stockholder will have a right to receive pursuant to Section ‎2.1(a2.1(a)(vii) will be (A) rounded down to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to one-half of a Holdco Shareshare.

Allocation Schedule. No later than three The Company shall deliver to the Purchaser, at least five (5) Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS 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 Company Shares held Securities owned by each Company Shareholder, the number of Company Shares deemed subject to each Company Award held by each holder thereof, as well as whether each such Company Award will be vested or unvested Security Holder as of immediately prior to the Closing DateLongevity Merger Effective Time (for the avoidance of doubt, 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 Holdco pursuant to Section 1.10, the number of shares of Holdco Common Stock subject to, and the number of Company Shares subject to each other warrant, award, convertible security or any other right to subscribe for Company Shares held by each holder thereof, and (b) the number exercise price per share of Holdco Shares that Common Stock of each Company Shareholder, holder of Company Awards or holder of any other option, warrant, award, convertible security or any other right to subscribe for Company Shares is entitled to receive as a result of Company Share Exchange Converted Stock Option and Converted Warrant, and (c) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a) and (b) are, is and will be as of immediately prior accurate. Notwithstanding anything in this Agreement to the Closingcontrary, (i) true upon delivery, payment and correct in all respects and (ii) issuance of the Merger Consideration on the Closing Date in accordance with the applicable provisions 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 Governing Documents of Company hereby irrevocably waives and releases the Purchaser and its Affiliates (and, on and after the Closing, Holdco, the Company and applicable Laws and, in its Affiliates) from all claims arising from or related to such Allocation Schedule and the case allocation of the Company Awards, the Company Incentive Plan and any applicable grant or similar agreement with respect to any such Company Award. The Company will review any comments to the Allocation Schedule provided by CCTS or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS or any of its Representatives prior to the issuance of any Holdco Shares. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of Holdco Shares that Merger Consideration among each Company Shareholder, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rights) will have a right to receive pursuant to Section ‎2.1(a) will be (A) rounded down to the nearest whole number Security Holder as set forth in the event that the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to one-half of a Holdco Sharesuch Allocation Schedule.