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 Dragoneer an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of Company Shares held by each Company Shareholder, the number of Company Shares subject to each Company Equity Award held by each holder thereof, as well as the vesting terms and schedule of such awards as of immediately prior to the First Effective Time, and, in the case of the Company Options, the exercise price thereof, the date of grant, the vesting commencement date, the expiration date, and the portion that is vested and the portion that is unvested, (b) the number of Dragoneer Shares that will be subject to each Rollover Option and the exercise price thereof at the First Effective Time, as well as the exchange ratio on which such calculations are based (which shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to this clause (b)), (c) the portion of the Transaction Share Consideration allocated to each Company Shareholder (assuming such Company Shareholder does not hold any Dissenting Shares) and each holder of a Company Equity Award (provided that no Transaction Share Consideration shall be allocated to out-of-money Company Equity Awards (if any)), and (d) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a), (b), and (c) is, and will be as of immediately prior to the First Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(c) and Section 5.13(d). The Company will review any comments to the Allocation Schedule provided by Dragoneer or any of its Representatives and consider in good faith any reasonable comments proposed by Dragoneer or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of Dragoneer Shares that each Company Shareholder will have a right to receive pursuant to Section 2.1(b)(viii) will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of Dragoneer Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Dissenting Shares) and Company Equity Awards exceed the Transaction Share Consideration or be paid in respect of any Equity Securities of the Company not accurately set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted in violation of Section 5.1(b) and (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Shareholders Agreement, the Company Equity Plan or any other Contract to which the Company is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company pursuant to Section 2.4(c) and Section 5.13(d)).

Allocation Schedule. No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Dragoneer TortoiseCorp III an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of Company Common Shares and Company Preferred Shares held by each Company Shareholder, the number of Company Shares subject to each Company Equity Award held by each holder thereof, as well as the vesting terms and schedule of such awards as of immediately prior Shareholder (after giving effect to the First Effective Time, and, in the case of the Company Options, the exercise price thereof, the date of grant, the vesting commencement date, the expiration date, and the portion that is vested and the portion that is unvestedExchanges), (b) the number calculation of Dragoneer Shares that will be subject to each Rollover Option the Equity Value, the Aggregate Common Share Consideration, the Aggregate Preferred Share Consideration, and the exercise price thereof at the First Effective Time, as well as the exchange ratio on which such calculations are based resulting Transaction Share Consideration (which shall, for the avoidance of doubt, be reduced by the same exchange ratio for each calculation pursuant aggregate portion of the Transaction Share Consideration that would be attributable to this clause (b)), the Dissenting Shares if such Company Shares were not Dissenting Shares) (c) the portion of the Transaction Share Consideration allocated to each Company Shareholder (assuming such other than Dissenting Shareholders), (d) the number of TortoiseCorp III Common Shares which each Company Shareholder does not hold any Dissenting Shares) will be entitled to receive as Company Earnout Shares (as may be adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and each holder of a Company Equity Award (provided that no Transaction Share Consideration shall be allocated to out-of-money Company Equity Awards (if any)the like), and (de) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a), (b), (c) and (cd) is, and will be as of immediately prior to the First Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(c5.13(d), and (f) reasonable supporting documentation in support of the calculation of the amounts set forth in clauses (a), (b), (c) and Section 5.13(d(d). The Company will review any comments to the Allocation Schedule provided by Dragoneer 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 Dragoneer TortoiseCorp III or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of Dragoneer TortoiseCorp III Shares that each Company Shareholder will have a right to receive pursuant to Section 2.1(b)(viii2.1(e)(vii) will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of Dragoneer TortoiseCorp III Common Shares set forth on the Allocation Schedule that are allocated in respect of Company Common Shares (including Dissenting Shares) and Company Equity Awards exceed the Transaction Aggregate Common Share Consideration or be paid in respect of any Equity Securities of the Company not accurately set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted in violation of Section 5.1(b) and (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Shareholders Agreement, the Company Equity Plan 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(c) and Section 5.13(d)).

Allocation Schedule. No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Dragoneer an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of Company Shares held by each Company Shareholder, the number of Company Shares subject to each Company Equity Award held by each holder thereof, as well as the vesting terms and schedule of such awards as of immediately prior to the First Effective Time, and, in the case of the Company Options, the exercise price thereof, the date of grant, the vesting commencement date, the expiration date, and the portion that is vested and the portion that is unvestedunvested Company Options, (b) the number of Dragoneer Shares that will be subject to each Rollover Option and the exercise price thereof at the First Effective Time, as well as the exchange ratio on which such calculations are based (which shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to this clause (b)), (c) the portion of the Transaction Share Consideration allocated to each Company Shareholder Shareholder, (assuming such d) the number of Dragoneer Shares which each Company Shareholder does not hold any Dissenting Shares) and each holder of a Company Equity Award Options will be entitled to receive as Company Earnout Shares (provided that no Transaction Share Consideration shall as may be allocated to out-of-money Company Equity Awards (if any)adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like), and (de) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a), (b), (c) and (cd) is, and will be as of immediately prior to the First Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(c) and Section 5.13(d). The Company will review any comments to the Allocation Schedule provided by Dragoneer or any of its Representatives and consider in good faith any reasonable comments proposed by Dragoneer or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of Dragoneer Shares that each Company 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, (B) in no event shall the aggregate number of Dragoneer Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Dissenting Shares) and Company Equity Awards exceed the Transaction Share Consideration or be paid in respect of any Equity Securities of the Company not accurately set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted in violation of Section 5.1(b) and (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Shareholders Agreement, the Company Equity Plan or any other Contract to which the Company is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company pursuant to Section 2.4(c) and Section 5.13(d)).

Allocation Schedule. No later than three (3) Business Days prior to the Closing Date, the each Company Party shall deliver to Dragoneer Parent an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Shares Parties Stock held by each Company ShareholderParties Stockholder, (b) the number of shares of Company Shares Parties Stock subject to each Company Equity Award Party Option and Company Party RSU held by each holder thereof, as well as the vesting terms and schedule of whether each such awards Company Party Option will be a Vested Company Party Option or an Unvested Company Party Option as of immediately prior to the First Effective Time, and, in the case of the Company Options, Time and the exercise price thereof, the date of grant, the vesting commencement date, the expiration date, and the portion that is vested and the portion that is unvested, (bc) the number of Dragoneer Shares that will Parent Class A Common Stock, New Parent Class B Common Stock and Rollover Awards to be subject to each Rollover Option and the exercise price thereof at the First Effective Time, as well as the exchange ratio on which such calculations are based (which shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to this clause (b)), (c) the portion of the Transaction Share Consideration allocated to each Company Shareholder (assuming such Company Shareholder does not hold any Dissenting Shares) and each holder of a Company Equity Award (provided that no Transaction Share Consideration shall be allocated to out-of-money Company Equity Awards (if any)), at the Effective Time and (d) a certification, duly executed by an authorized officer of the Companyeach Company Party, that (i) the information delivered pursuant to clauses (a), (b), and (c) is, and will be as of immediately prior to the First Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company has Parties have performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(c) and Section 5.13(d2.5(b). The Company Parties will review any comments to the Allocation Schedule provided by Dragoneer Parent or any of its Representatives and consider in good faith any reasonable comments proposed by Dragoneer Parent or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of Dragoneer Shares shares of Parent Common Stock that each Company Shareholder Parties Stockholder will have a right to receive pursuant to Section 2.1(b)(viii2.1(b)(ix) will be rounded down to the nearest whole share, share and (B) in no event shall the aggregate number of Dragoneer Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Dissenting Shares) and Company Equity Awards exceed the Transaction Share Consideration or be paid in respect of any Equity Securities of the Company not accurately set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted in violation of Section 5.1(b) and (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 Companyeach Company Party, the Company Shareholders AgreementParties Stockholders Agreements, the Company Parties Equity Plan Plans or any other Contract to which the a Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.4(c) and Section 5.13(d2.5(b)).

Allocation Schedule. No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Dragoneer RACA an allocation schedule (the “"Allocation Schedule”") setting forth (a) the number of Company Shares held by each Company ShareholderStockholder, the number of Company Shares subject to each Company Equity Award held by each holder thereof, as well as the vesting terms and schedule of whether each such awards Company Equity Award will be a Vested Company Equity Award or an Unvested Company Equity Award as of immediately prior to the First Effective Time, and, in the case of the Company Options, the exercise price thereof, the date of grant, the vesting commencement date, the expiration date, and the portion that is vested and the portion that is unvested, (b) the number of Dragoneer RACA Shares that will be subject to each Rollover Option and Option, the exercise price thereof at the First Effective Time, as well as the exchange ratio on which such calculations are based (which shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to this clause (b)), (c) the portion of the Transaction Share Consideration allocated to each Company Shareholder (assuming such Company Shareholder does not hold any Dissenting Shares) and each holder of a Company Equity Award (provided that no Transaction Share Consideration shall be allocated to out-of-money Company Equity Awards (if any))Stockholder, and (d) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a), (b), ) and (c) is, and will be as of immediately prior to the First Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(c) and Section 5.13(d). The Company will review any comments to the Allocation Schedule provided by Dragoneer RACA or any of its Representatives and consider in good faith any all reasonable comments proposed by Dragoneer or any of its Representativeson the final Allocation Schedule. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of Dragoneer RACA Shares that each Company Shareholder 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, (B) in no event shall the aggregate number of Dragoneer RACA Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Dissenting Shares) and Vested Company Equity Awards exceed the Transaction Share Consideration or be paid in respect of any Equity Securities of the Company not accurately set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted in violation of Section 5.1(b) and Consideration, (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Shareholders 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 2.4(c)) and Section 5.13(d))(D) in no event shall the number of RACA Shares that will be subject to the Rollover Options corresponding to the Unvested Company Options be in excess of a number of RACA Shares equal to 60,241,347 minus the Transaction Share Consideration.

Allocation Schedule. No later than three The Company shall deliver to 7GC, at least five (35) Business Days prior to the Closing Date, the Company shall deliver to Dragoneer an allocation a schedule (the “Allocation Schedule”) setting forth the allocation of the Aggregate Merger Consideration among the Pre-Closing Holders. The Company acknowledges and agrees that the Allocation Schedule (ai) is and will be in accordance with the Governing Documents of the Company, the Company Stockholder Agreements and applicable Law, (ii) does and will set forth (A) the mailing addresses and email addresses, for each Pre-Closing Holder, (B) the number and class of Equity Securities of the Company Shares held owned by each Company Shareholder, the number of Company Shares subject to each Company Equity Award held by each holder thereof, as well as the vesting terms and schedule of such awards Pre-Closing Holder as of immediately prior to the First Effective Time, and, in the case of the Company Options, the exercise price thereof, the date of grant, the vesting commencement date, the expiration date, and the portion that is vested and the portion that is unvested, (b) the number of Dragoneer Shares that will be subject to each Rollover Option and the exercise price thereof at the First Effective Time, as well as the exchange ratio on which such calculations are based (which shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to this clause (b)), (cC) the portion of the Transaction Share Aggregate Merger Consideration allocated to each Company Shareholder Pre-Closing Holder (assuming such Company Shareholder does not hold any Dissenting divided into 7GC New Class A Shares) , 7GC New Class B Shares, the Earn Out Shares, and each holder cash consideration payable in lieu of a Company Equity Award (provided that no Transaction Share Consideration shall be allocated fractional shares pursuant to out-of-money Company Equity Awards (if any‎Section 2.2(f)), and (d) a certification, duly executed including with respect to Company Options assumed by an authorized officer of the Company, that (i) the information delivered 7GC pursuant to clauses (a‎Section 2.2(b), (b)the number of 7GC New Class A Shares subject to, and the exercise price per 7GC New Class A Share of each 7GC Option, and (ciii) is, is and will be as of immediately prior accurate. Notwithstanding anything in this Agreement to the First Effective Timecontrary, true upon delivery, payment and correct in all respects and issuance of the Aggregate Merger Consideration on the Closing Date in accordance with the last sentence Allocation Schedule, 7GC and its Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Section 2.3 Agreement (including with respect to the Aggregate 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 Aggregate Merger Consideration), or (ii) any Liability with respect to the allocation of the consideration under this Agreement, and the Company has performedhereby irrevocably waives and releases 7GC and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from all claims arising from or otherwise complied with, related to such Allocation Schedule and the allocation of the Aggregate Merger Consideration among each Pre-Closing Holder as applicable, its covenants and agreements set forth in Section 2.4(c) and Section 5.13(d). The Company will review any comments to the such Allocation Schedule provided by Dragoneer or any of its Representatives and consider in good faith any reasonable comments proposed by Dragoneer or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of Dragoneer Shares that each Company Shareholder will have a right to receive pursuant to Section 2.1(b)(viii) will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of Dragoneer Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Dissenting Shares) and Company Equity Awards exceed the Transaction Share Consideration or be paid in respect of any Equity Securities of the Company not accurately set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted in violation of Section 5.1(b) and (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Shareholders Agreement, the Company Equity Plan or any other Contract to which the Company is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company pursuant to Section 2.4(c) and Section 5.13(d))Schedule.

Allocation Schedule. No later than three The Company and each Company Stockholder acknowledges and agrees that (3a) the Merger Consideration, the Share Price Earn Out Shares are being allocated among Company Stockholders pursuant to the schedule in the form set forth on Schedule 2.4 and delivered by the Company to Purchaser at least two (2) Business Days prior to the anticipated Closing Date, the Company shall deliver to Dragoneer an allocation schedule Date (the “Allocation Schedule”) setting and such allocation (i) is and will be in accordance with the Organizational Documents of the Company and applicable Law, (b) does and will set forth (aA) the mailing addresses and email addresses, for each Company Stockholder, (B) the number and class of equity securities owned by each Company Stockholders, (C) the number of Company Shares held by each Company Shareholder, the number shares of Company Shares subject Purchaser Common Stock allocated to each Company Equity Award held by each holder thereof, as well as the vesting terms and schedule of such awards as of immediately prior to the First Effective Time, and, in the case of the Company Options, the exercise price thereof, the date of grant, the vesting commencement date, the expiration dateStockholder, and the portion that is vested and the portion that is unvested, (b) the number of Dragoneer Shares that will be subject to each Rollover Option and the exercise price thereof at the First Effective Time, as well as the exchange ratio on which such calculations are based (which shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to this clause (b)), (cD) the portion of the Transaction Share Consideration Earn Out Shares allocated to each Company Shareholder (assuming such Company Shareholder does not hold any Dissenting Shares) and each holder of a Company Equity Award (provided that no Transaction Share Consideration shall be allocated to out-of-money Company Equity Awards (if any)), and (d) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a), (b), Stockholder and (c) is, is and will otherwise be as of immediately prior to the First Effective Time, true and correct accurate in all respects (except for de minimis inaccuracies that are not material). For illustrative purposes only, set forth on Schedule 2.4 is the Allocation Schedule as it would have been prepared if the Closing Date were the date hereof (it being understood that such illustrative Allocation Schedule set forth on Schedule 2.4 is illustrative only and not binding in any manner on the Parties); provided that, the Parties agree that such illustrative Allocation Schedule shall not be required to set forth the mailing addresses and email addresses for the Company Stockholders. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment, issuance, reserve for issuance or any other treatment of the Merger Consideration on the Closing Date in accordance with the last sentence Allocation Schedule, subject to Section 1.7 and Section 1.11, Purchaser and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Section 2.3 Agreement, and none of them shall have (iiI) any further obligations to the Company, any Company Stockholder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Merger Consideration) (other than the Earn Out Shares), or (II) any liability with respect to the allocation of the consideration under this Agreement, and the Company has performedhereby irrevocably waives and releases Purchaser and its Affiliates (but excluding, on and after the Closing, the Company and its Affiliates) from all claims arising from or otherwise complied withrelated to such Allocation Schedule and the allocation of the Merger Consideration, as applicablethe case may be, its covenants and agreements among each Company Stockholder as set forth in Section 2.4(c) and Section 5.13(d). The Company will review any comments to the such Allocation Schedule provided by Dragoneer or any of its Representatives and consider in good faith any reasonable comments proposed by Dragoneer or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of Dragoneer Shares that each Company Shareholder will have a right to receive pursuant to Section 2.1(b)(viii) will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of Dragoneer Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Dissenting Shares) and Company Equity Awards exceed the Transaction Share Consideration or be paid in respect of any Equity Securities of the Company not accurately set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted in violation of Section 5.1(b) and (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Shareholders Agreement, the Company Equity Plan or any other Contract to which the Company is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company pursuant to Section 2.4(c) and Section 5.13(d))Schedule.

Allocation Schedule. No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Dragoneer JAWS an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of Company Shares held by each Company Shareholder, the number of Company Shares subject to each Company Equity Award held by each holder thereof, as well as the vesting terms and schedule of whether each such awards Company Equity Award will be a Vested Company Option or an Unvested Company Option as of immediately prior to the First Effective Time, and, in the case of the Company Options, the exercise price thereof, the date of grant, the vesting commencement date, the expiration date, and the portion that is vested and the portion that is unvested, (b) the number of Dragoneer New JAWS Shares that will be subject to each Rollover Option and and, in the case of each Rollover Option, the exercise price thereof at the First Effective Time, as well as the exchange ratio on which such calculations are based (which shall, for calculation of the avoidance of doubt, be the same exchange ratio for each calculation pursuant to this clause (b))Option Exchange Ratio, (c) a calculation of the Adjusted Transaction Share Consideration and its components (including the Adjusted Equity Value, the Aggregate Exercise Price and the Equity Value) and the Per Share Consideration, (d) the portion of the Adjusted Transaction Share Consideration allocated to each Company Shareholder (assuming such Company Shareholder does not hold any Dissenting Shares) and each holder of a Company Equity Award (provided that no Transaction Share Consideration shall be allocated to out-of-money Company Equity Awards (if any))Shareholder, and (de) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses clause (a), clause (b), and clause (c) and clause (d) is, and will be as of immediately prior to the First Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 2.4 and (ii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(c) and Section 5.13(d2.5(a)(iv). The Company will review any comments to the Allocation Schedule provided by Dragoneer JAWS or any of its Representatives and consider in good faith any reasonable comments proposed by Dragoneer JAWS or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of Dragoneer New JAWS Shares that each Company 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, (B) in no event shall the aggregate number of Dragoneer New JAWS Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Dissenting Shares) and Vested Company Equity Awards Options exceed the Adjusted Transaction Share Consideration or be paid in respect of any Equity Securities of the Company not accurately set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted in violation of Section 5.1(b) and (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breachshall be prepared in accordance with, as applicable, any applicable Law, the Governing Documents of the Company, the Company Shareholders Agreement, the Company Equity Plan or and 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(c) and Section 5.13(d2.5(a)(iv)).

Allocation Schedule. No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Dragoneer AMHC an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of Company Shares held by each Company ShareholderStockholder, including (without duplication) each Company Stockholder who holds Company Shares subject to a Company Restricted Stock Award, the number of Company Shares subject to each Company Equity Award Option held by each holder thereof, as well as the vesting terms and schedule of whether each such awards Company Option will be a Vested Company Option or an Unvested Company Option as of immediately prior to the First Effective Time, and, in the case of the Company Options, Options the exercise price thereof, the date of grant, the vesting commencement date, the expiration date, and the portion that is vested and the portion that is unvested, (b) the number of Dragoneer AMHC Shares that will be subject to each Rollover Option and Option, the exercise price thereof at the First Effective Time, as well as the exchange ratio on which such calculations are based (which shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to this clause (b)), (c) the portion of the Transaction Share Consideration allocated to each Company Shareholder Stockholder (assuming including the number of AMHC New Voting Shares and AMHC New Non-Voting Shares to be received by such Company Shareholder does not hold any Dissenting SharesStockholder) and each holder of a Company Equity Award (provided that no Transaction Share Consideration shall be allocated to out-of-money Company Equity Awards (if any)), and (d) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a), (b), ) and (c) isof this Section 2.3 are, and will be as of immediately prior to the First Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(c) and Section 5.13(d). The Company will review any comments to the Allocation Schedule provided by Dragoneer AMHC or any of its Representatives and consider in good faith any reasonable comments proposed by Dragoneer AMHC or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of Dragoneer AMHC Shares that each Company Shareholder 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(a)(viii) will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of Dragoneer AMHC Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Dissenting SharesCompany Shares subject to Company Restricted Stock Awards) and Company Equity Awards Rollover Options exceed the Transaction Share Consideration or be paid in respect of any Equity Securities of the Company not accurately set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted in violation of Section 5.1(b) and Consideration, (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Shareholders 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 2.4(c) and Section 5.13(d)); and (D) in the event that the delivery of any AMHC Shares pursuant to the Merger would result in a Designated Holder holding any Excess Shares, then such Designated Holder shall receive one (1) AMHC New Non-Voting Share in lieu of each AMHC New Voting Share that is an Excess Share. Notwithstanding anything else herein, no fractional AMHC Shares shall be issued pursuant to this Agreement (with the intended effect that any AMHC Shares issuable to a Person under this Agreement shall be aggregated and then rounded to the nearest whole number).

Allocation Schedule. No later than three At least five (35) Business Days prior to the Closing DateClosing, the Company shall deliver to Dragoneer Pathfinder an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of Company Pre-Closing Common Shares held by each Company ShareholderParent, the number and class of Company Shares subject to each Company Equity Award Securities of Parent held by each holder thereofParent Equityholder, as well as the vesting terms and schedule of such awards as of immediately prior to the First Effective Time, andas, in the case of the Company Optionsany Parent Equity Awards, the exercise price thereof, the date of grant, the vesting commencement date, the expiration date, and the portion that is vested and the portion that is unvested, (b) the number of Dragoneer Shares that whether such Parent Equity Awards will be subject to each Rollover Option and the exercise price thereof at the First Effective Time, as well as the exchange ratio on which such calculations are based a Vested Parent Equity Award or an Unvested Parent Equity Award (which shallafter, for the avoidance of doubt, taking into account for vesting purposes, the effect of the transactions contemplated by this Agreement) and the number of Company Equity Awards outstanding, as well as whether such Company Equity Awards will be the same exchange ratio for each calculation pursuant to this clause a Vested Company Equity Award or an Unvested Parent Equity Award, (b))) a calculation of the Adjusted Company Pre-Transaction Equity Value and the Transaction Share Consideration based thereon, (c) the portion of the Transaction Share Consideration allocated to be distributed to each Vested Parent Equityholder pursuant to Section 1.1(b) and, if applicable, Section 1.5(a)(ii), as well as, in each case, reasonably detailed explanations of the methodology underlying the calculations with respect to the components and subcomponents thereof, (d) the terms and conditions of each Unvested Parent Equity Award and the number of Company Shareholder (assuming such Restricted Stock or Company Shareholder does not hold any Dissenting Shares) and RSUs to be received by each holder of a Company Equity Award (provided that no Transaction Share Consideration shall be allocated to out-of-money Company Unvested Parent Equity Awards pursuant to Section 1.5(a)(ii) or Section 1.5(a)(iii), as applicable, (if any))e) the aggregate amount of cash payments required to be made by Parent or any of its Affiliates in respect of the Parent Cash Plan as a result of, or in connection with, the Transactions, as well as the amounts to be paid to each participant under the Parent Cash Plan, and (df) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (a), (b), (c), (d) and (ce) isare, and will be as of immediately prior to the First Effective Timetime of the consummation of the Pre-Closing Reorganization, true and correct in all respects and in accordance with the last sentence Allocation Schedule Requirements. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with applicable provisions of this Section 2.3 Agreement, the Governing Documents of the Company, Parent GP and Parent, the shareholders agreements applying to Parent (iiif any) or any other Group Company, and applicable Laws, in the case of the Parent Equity Awards or Company has performedEquity Awards, in accordance with the applicable Parent Equity Plan or otherwise complied withCompany Equity Plan and any applicable grant, award or similar agreement with respect to each such Parent Equity Award or Company Equity Award, as applicable, its covenants and, in the case of any payments or other amounts under or in respect of the Parent Cash Plan, in accordance with the Parent Cash Plan and agreements set forth in Section 2.4(c) and Section 5.13(dany applicable grant, award or similar agreement with respect thereto (collectively, the “Allocation Schedule Requirements”). The Company will review any comments to the Allocation Schedule provided by Dragoneer or any of its Representatives and Pathfinder, consider in good faith and incorporate any reasonable comments proposed by Dragoneer Pathfinder or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of Dragoneer Shares that each Company Shareholder will have a right to receive pursuant to Section 2.1(b)(viii) will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of Dragoneer Company Common Shares set forth on the Allocation Schedule that are allocated to be distributed to and/or held by the Vested Parent Equityholders (and/or to be received or otherwise granted in respect of any other vested Equity Securities of the Company Shares (including Dissenting Sharesprior to the Closing) and Company Equity Awards exceed the Transaction Share Consideration or be paid in respect (i.e., the aggregate value of any the Equity Securities of the Company not accurately set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted in violation of Section 5.1(b) and (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Shareholders Agreement, the Company Equity Plan received by Vested Parent Equityholders or any other Contract to which holders of any other vested Equity Securities in the Parent or the Company is a party or bound shall not exceed the Adjusted Company Pre-Closing Equity Value (taking into account, for based on the Company Common Share Value)). For the avoidance of doubt, any actions taken by Unvested Parent Equity Awards or Unvested Company Equity Awards shall not be included as part of the Transaction Share Consideration and shall instead constitute awards issued under the Company pursuant to Section 2.4(c) and Section 5.13(d))Post-Closing Incentive Equity Plans.

Allocation Schedule. No later than three (3) five Business Days prior to the Closing Date, the Company shall deliver to Dragoneer 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 each (including Company Shareholder, the number of Preferred Shares to be converted into Company Common Shares subject to each Company Equity Award held by each holder thereof, as well as the vesting terms and schedule of such awards as of immediately prior to the First Effective TimeTime and Vested Company Restricted Shares), and, in the case 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 Options, the exercise price thereof, the date number of grant, the vesting commencement date, the expiration dateCompany Common Shares subject to, and the portion that is vested and the portion that is unvestedexercise price per Company Common Share of, each Company Option, (bv) the number of Dragoneer Earn Out Shares that will to be subject issued to each Rollover Option and Pre-Closing Holder upon the exercise price thereof at the First Effective Time, as well as the exchange ratio on which such calculations are based (which shall, for the avoidance occurrence 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 Shareholder (assuming such Company Shareholder does not hold any Dissenting Shares) and each holder of a Company Equity Award (provided that no Transaction Share Consideration shall be allocated to out-of-money Company Equity Awards (if any))Triggering Event set forth in ‎Section 2.6, and (dvi) a certification, duly executed by an authorized officer of the Company, that (iA) the information delivered pursuant to clauses (a), i) through (b), and (cv) is, and will be as of immediately prior to the First Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (iiB) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(c) and Section 5.13(d‎Section 2.2(b)(iii). The Company will review any comments to the Allocation Schedule provided by Dragoneer Acquiror or any of its Representatives and consider in good faith any reasonable comments proposed by Dragoneer Acquiror or any of its Representatives. Notwithstanding the foregoing or anything in this Agreement to the contrary hereincontrary, 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 aggregate 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 Dragoneer Company Common Shares (including Company Restricted Shares) owned by each such Pre-Closing Holders as of immediately prior to the First Effective Time; provided, however, that any two or more Pre-Closing Holders may agree in writing to reallocate among themselves such Merger Consideration payable or issuable to such Pre-Closing Holders (each Company Shareholder will have such agreement, a right “Reallocation Side Agreement”) and, if at least 10 Business Days prior to receive pursuant the final 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 Section 2.1(b)(viiithe Company) to the Company, the allocation of 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 other than as set forth in any Reallocation Side Agreement dated as of December 18, 2020, no Pre-Closing Holder set forth on Schedule 2.2(g) will be rounded down allocated any Cash Consideration. The Pre-Closing Holders acknowledge and agree that the Merger Consideration is the sole consideration to the nearest whole share, (B) in no event shall the aggregate number of Dragoneer Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Dissenting Shares) and Company Equity Awards exceed the Transaction Share Consideration or be paid in with respect of to any and all Equity Securities of the Company not accurately set forth on Section 3.2(a) Company. If and to the extent an amendment to the Merger Agreement is reasonably necessary solely in order to reallocate the mix of consideration allocated to any of the Company Disclosure Schedules or issued or granted Pre-Closing Holders in violation 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 Section 5.1(bthe 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 (C1) in no event shall enter into such amendment on customary and reasonable terms and (2) include the Allocation Schedule (or approval of the calculations or determinations therein) breachMerger Agreement, as applicableso amended, any applicable Law, in the Governing Documents of the Company, the Company Shareholders Agreement, the Company Equity Plan or any other Contract to which the Company is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company pursuant to Section 2.4(c) and Section 5.13(d))Transaction Proposals.

Allocation Schedule. No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Dragoneer SLAM an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of Company Shares held by each Company Shareholder, the number of Company Shares subject to each Company Equity Award held by each holder thereof, as well as the vesting terms and schedule of whether each such awards Company Equity Award will be a Vested Company Option or an Unvested Company Option as of immediately prior to the First Second Effective Time, and, in the case of the Company Options, the exercise price thereof, the date of grant, the vesting commencement date, the expiration date, and the portion that is vested and the portion that is unvested, (b) the number of Dragoneer Topco Shares that will be subject to each Rollover Assumed Option and and, in the case of each Assumed Option, the exercise price thereof at the First Second Effective Time, as well as the exchange ratio on which such calculations are based calculation of the Option Exchange Ratio, (which shallc) a calculation of the Adjusted Transaction Share Consideration and its components (including the Adjusted Equity Value, for the avoidance of doubt, be Aggregate Exercise Price and the same exchange ratio for each calculation pursuant to this clause (b)Equity Value), (cd) the portion of the Adjusted Transaction Share Consideration and the type of Equity Security of Topco allocated to each Company Shareholder (assuming such Company Shareholder does not hold any Dissenting Shares) and each holder of a Equity Securities of the Company Equity Award (provided that no Transaction Share Consideration shall be allocated outstanding as of immediately prior to out-of-money Company Equity Awards (if any))the Second Effective Time, and (de) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses clause (a), clause (b), and clause (c) and clause (d) is, and will be as of immediately prior to the First Second Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(c) and Section 5.13(d)2.3. The Company will review any comments to the Allocation Schedule provided by Dragoneer SLAM or any of its Representatives and consider in good faith any reasonable comments proposed by Dragoneer SLAM or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of Dragoneer Topco Shares that each Company Shareholder will have a right to receive pursuant to Section 2.1(b)(viii) will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of Dragoneer Topco Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Dissenting Shares) and Company Equity Awards exceed the Transaction Share Consideration or be paid in respect of any all Equity Securities of the Company not accurately set forth on Section 3.2(a) outstanding as of immediately prior to the Company Disclosure Schedules or issued or granted in violation of Section 5.1(b) Second Effective Time exceed the Adjusted Transaction Share Consideration and (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breachshall be prepared in accordance with, as applicable, any applicable Law, the Governing Documents of the Company, Company in effect immediately prior to the Company Shareholders AgreementSecond Effective Time, the Company Equity Plan or and 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(c) and Section 5.13(d))bound.

Allocation Schedule. No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Dragoneer 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 Stock subject to each Company Equity Award Option and Company RSU held by each holder thereof, as well as the vesting terms and schedule of whether each such awards Company Option will be a Vested Company Option or an Unvested Company Option as of immediately prior to the First Effective Time, and, in the case of the Company Options, Time and the exercise price thereof, (c) the date outstanding amount of grant, the vesting commencement date, the expiration date, each Convertible Note and the portion that is vested and the portion that is unvestedholder thereof, (bd) the number of Dragoneer Shares that will Longview Class A Common Stock, New Longview Class B Common Stock and Rollover Awards to be subject to each Rollover Option and the exercise price thereof at the First Effective Time, as well as the exchange ratio on which such calculations are based (which shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to this clause (b)), (c) the portion of the Transaction Share Consideration allocated to each Company Shareholder (assuming such Company Shareholder does not hold any Dissenting Shares) and each holder of a Company Equity Award (provided that no Transaction Share Consideration shall be allocated to out-of-money Company Equity Awards (if any)), at the Effective Time and (de) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a), (b), (c) and (cd) is, and will be as of immediately prior to the First Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(c) and Section 5.13(d2.4(b). The Company will review any comments to the Allocation Schedule provided by Dragoneer Longview or any of its Representatives and consider in good faith any reasonable comments proposed by Dragoneer Longview or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of Dragoneer Shares Longview Common Stock that each Company Shareholder Stockholder will have a right to receive pursuant to Section 2.1(b)(viii) will be rounded down to the nearest whole share, share and (B) in no event shall the aggregate number of Dragoneer Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Dissenting Shares) and Company Equity Awards exceed the Transaction Share Consideration or be paid in respect of any Equity Securities of the Company not accurately set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted in violation of Section 5.1(b) and (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Shareholders AgreementStockholders 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(c) and Section 5.13(d)2.4(b).

Allocation Schedule. No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Dragoneer CHP an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of Company Shares Stock held by each Company ShareholderStockholder and underlying each Company Warrant, (b) the number of Company Shares Stock subject to each Company Equity Award Option held by each holder thereof, as well as the vesting terms and schedule of whether each such awards Company Option will be a Vested Company Option or an Unvested Company Option as of immediately prior to the First Effective Time, and, in the case of the Company Options, Time and the exercise price thereof, the date of grant, the vesting commencement date, the expiration date, and the portion that is vested and the portion that is unvested, (bc) the number of Dragoneer Shares that will New CHP Common Stock and Rollover Options to be subject allocated to each Rollover Option and the exercise price thereof holder at the First Effective Time, as well as the exchange ratio on which such calculations are based (which shall, for the avoidance of doubt, be the same exchange ratio for each d) a calculation pursuant to this clause (b)), (c) the portion of the Transaction Consideration Share Consideration allocated to each Company Shareholder (assuming such Company Shareholder does not hold any Dissenting Shares) Number, Net Debt Figure and each holder of a Company Equity Award (provided that no Transaction Share Consideration shall be allocated to out-of-money Company Equity Awards (if any))Exchange Ratio, including the components thereof and (de) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a), (b), (c) and (cd) is, and will be as of immediately prior to the First Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(c) and Section 5.13(d2.4(b). The Company will review any comments to the Allocation Schedule provided by Dragoneer CHP or any of its Representatives and consider in good faith any reasonable comments proposed by Dragoneer CHP or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of Dragoneer Shares CHP Common Stock that each Company Shareholder Stockholder will have a right to receive pursuant to Section 2.1(b)(viii2.1(c)(viii) will be rounded down to the nearest whole share, share and (B) in no event shall the aggregate number of Dragoneer Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Dissenting Shares) and Company Equity Awards exceed the Transaction Share Consideration or be paid in respect of any Equity Securities of the Company not accurately set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted in violation of Section 5.1(b) and (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Shareholders AgreementStockholders 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(c) and Section 5.13(d2.1(b)).

Allocation Schedule. No later than three The Company acknowledges and agrees that (3i) the Aggregate Merger Consideration and the Earn Out Shares are being allocated among the Pre-Closing Holders pursuant to the schedule in the form set forth on Schedule 3.07 and delivered by the Company to SPAC at least two Business Days prior to the anticipated Closing Date, the Company shall deliver to Dragoneer an allocation schedule Date (the “Allocation Schedule”) setting and such allocation (i) is and will be in accordance with the Organizational Documents of the Company and applicable Law, (ii) does and will set forth (aA) the mailing addresses and email addresses, for each Pre-Closing Holder, (B) the number and class of Equity Securities owned by each Pre-Closing Holder, (C) the number of Company Shares held by each Company Shareholder, the number shares of Company Shares subject Surviving Pubco Class A Common Stock allocated to each Company Equity Award held by each holder thereof, as well as the vesting terms and schedule of such awards as of immediately prior to the First Effective Time, and, in the case of the Company Options, the exercise price thereof, the date of grant, the vesting commencement date, the expiration datePre-Closing Holder, and the portion that is vested and the portion that is unvested, (b) the number of Dragoneer Shares that will be subject to each Rollover Option and the exercise price thereof at the First Effective Time, as well as the exchange ratio on which such calculations are based (which shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to this clause (b)), (cD) the portion of the Transaction Share Consideration Earn Out Shares allocated to each Company Shareholder (assuming such Company Shareholder does not hold any Dissenting Shares) and each holder of a Company Equity Award (provided that no Transaction Share Consideration shall be allocated to outPre-of-money Company Equity Awards (if any)), Closing Holder and (diii) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a), (b), and (c) is, and will otherwise be as of immediately prior to the First Effective Time, true and correct accurate in all respects (except for de minimis inaccuracies that are not material). For illustrative purposes only, set forth on Schedule 3.07 is the Allocation Schedule as it would have been prepared if the Closing Date were the date hereof (it being understood that such illustrative Allocation Schedule set forth on Schedule 3.07 is illustrative only and not binding in any manner on the Parties); provided that, the Parties agree that such illustrative Allocation Schedule shall not be required to set forth the mailing addresses and email addresses for the Pre-Closing Holders. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment, issuance, reserve for issuance or any other treatment of the Aggregate Merger Consideration on the Closing Date in accordance with the last sentence Allocation Schedule, subject to Section 3.03, SPAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Section 2.3 Agreement, and none of them shall have (iiI) any further obligations to the Company, any Pre-Closing Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Aggregate Merger Consideration) (other than the Earn Out Shares), or (II) any liability with respect to the allocation of the consideration under this Agreement, and the Company has performedhereby irrevocably waives and releases SPAC and its Affiliates (but excluding, on and after the Closing, the Company and its Affiliates) from all claims arising from or otherwise complied withrelated to such Allocation Schedule and the allocation of the Aggregate Merger Consideration, as applicablethe case may be, its covenants and agreements among each Pre-Closing Holder as set forth in Section 2.4(c) and Section 5.13(d). The Company will review any comments to the such Allocation Schedule provided by Dragoneer or any of its Representatives and consider in good faith any reasonable comments proposed by Dragoneer or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of Dragoneer Shares that each Company Shareholder will have a right to receive pursuant to Section 2.1(b)(viii) will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of Dragoneer Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Dissenting Shares) and Company Equity Awards exceed the Transaction Share Consideration or be paid in respect of any Equity Securities of the Company not accurately set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted in violation of Section 5.1(b) and (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Shareholders Agreement, the Company Equity Plan or any other Contract to which the Company is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company pursuant to Section 2.4(c) and Section 5.13(d))Schedule.