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 (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. 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 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. No later than (a) At least three (3) Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS the SPAC an allocation schedule (the “Allocation Schedule”) setting forth forth: (ai) (A) the number of Company Shares held by each Company ShareholderStockholder, and (B) the number and type of Equity Interests of the Company Shares deemed that are subject to each a Company Restricted Share Award held by each (and the holder thereof, as well as and whether each such Company Award Equity Interest will be vested or unvested as of immediately prior to the Closing DateEffective Time); (ii) (A) the Exchange Ratio, and (B) the portion of the Transaction Share Consideration (specifying the number of the SPAC New Shares) allocated to each Company Share pursuant to Section 2.1(h) based on the Exchange Ratio (including, for the avoidance of doubt, the number of the SPAC New Shares that would be allocated to any such Company Shares pursuant to Section 2.1(h) but for such Company Shares being Dissenting Shares), as well as, in the case of each of clauses (A) through (B), reasonably detailed calculations with respect to the components and subcomponents thereof (including any exchange (or similar) ratio on which such calculations are based); (iii) each Company Stockholder that is a Dissenting Stockholder and the number of Company Shares subject to each other warrant, award, convertible security or any other right to subscribe for Company Shares held by each holder thereof, and such Company Stockholder that are Dissenting Shares; 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 the information and calculations delivered pursuant to clauses (ai), (ii) and (biii) of this Section 2.3(a) are, and will be as of immediately prior to the ClosingEffective Time, (iA) true and correct in all respects and respects, (iiB) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company and applicable Laws andLaws, and (C) in the case of the Company Restricted Share Awards, in accordance with the applicable Company Incentive Equity Plan and any applicable grant or similar agreement (or other documentation evidencing such grant) with respect thereto. (b) No later than the date thirty (30) days following the Execution Date, the Company shall deliver to the SPAC an illustrative Allocation Schedule (the “Illustrative Allocation Schedule”) prepared by the Company as if the Closing occurred as of the date of this Agreement and, without limiting any such other covenants, agreements, representations or warranties of the Company Awardunder this Agreement or any Ancillary Agreement, or of any Company Equityholder under any Ancillary Agreement, or the rights or remedies of any SPAC Party or the Sponsor with respect thereto, the Allocation Schedule will be substantially in the form of the Illustrative Allocation Schedule and will take into account any changes to the Company’s capitalization between the date of this Agreement and the date of delivery of the Allocation Schedule to the SPAC pursuant to Section 2.3(a). The Company will review and consider in good faith any comments to the Allocation Schedule provided by CCTS the SPAC or any of its Representatives and consider the Company and the SPAC, acting in good faith and incorporate any reasonable comments proposed by CCTS or any faith, shall mutually agree on the contents of its Representatives prior to the issuance of any Holdco Shares. Allocation Schedule. (c) Notwithstanding the foregoing or anything to the contrary herein, (i) all Company Shares held by any Company Equityholder shall be aggregated, and the Exchange Ratio shall be applied to that aggregate number of shares held by such Company Equityholder, and not on a share-by-share basis, (ii) the aggregate number of Holdco the SPAC New Shares that each Company Shareholder, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rights) Equityholder will have a right to receive pursuant or to Section ‎2.1(awhich his, her or its Company Restricted Share Award (if any) will become subject, as applicable, under this Agreement 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 share, (iii) in no event shall the aggregate number of the SPAC New Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Interests of the Company (or, for the avoidance of doubt, the Company Equityholders), exceed (A) the Transaction Share Consideration, minus (B) the SPAC New Shares that would be allocated to Company Shares pursuant to Section 2.1(h) but for such Company Shares being Dissenting Shares (it being further understood and agreed, for the avoidance of doubt, that in no event shall any SPAC New Shares described in this clause (B) be allocated to any other Company Equityholder and shall instead not be allocated at the Closing or otherwise, except solely in the event that circumstances described in Section 2.7), (iv) the fractional Holdco SPAC Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent Agreement, as applicable, and (v) upon delivery, payment and issuance of the Transaction Share that otherwise would Consideration on the Closing Date to the Exchange Agent, the SPAC and its respective Affiliates shall be so paid is greater than deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Transaction Share Consideration), and none of them shall have (I) any further obligations to the Company, any Company Equityholder or equal any other Person with respect to one-half the payment of a Holdco Shareany consideration under this Agreement (including with respect to the Transaction Share Consideration), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company (on behalf of itself and the Company Equityholders) hereby irrevocably waives and releases the SPAC and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from any and all claims arising out of or resulting from or related to such Allocation Schedule and the allocation of the Transaction Share Consideration, as the case may be, among each Company Equityholder as set forth in such Allocation Schedule. For the avoidance of doubt, immediately after the Effective Time, no shares of the SPAC’s Class B Common Stock (as defined in the the SPAC A&R CoI) shall be issued or outstanding.

Allocation Schedule. No later than three (3) Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS ARYA 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 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, and (b) the number of Holdco ARYA Shares that will be subject to each Rollover Option and each Rollover RSU Award, the portion of the Adjusted Transaction Share Consideration to be allocated to each Vested Company RSU Award, and, in the case of each Rollover Option, the exercise price thereof at the Effective Time, as well as the exchange ratio on which such calculations are based (which shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to this clause (b)), (c) the portion of the Adjusted Transaction Share Consideration allocated to each Company Shareholder, 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 (cd) a certification, duly executed by an authorized officer of the Company, that (i) the information and calculations delivered pursuant to clauses (a), (b) and (bc) 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 Section 2.4(e) and any applicable grant or similar agreement with respect to any such Company AwardSection 5.13(d). The Company will review any comments to the Allocation Schedule provided by CCTS ARYA or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS ARYA 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 ARYA 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(a2.1(b)(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 ARYA Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares and Vested Company Equity Awards exceed the Adjusted Transaction Share Consideration, (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company 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(e) and Section 5.13(d)) and (D) in no event shall the number of ARYA Shares that will be subject to the nearest whole Rollover Options corresponding to the Unvested Company Options and the Rollover RSU Awards be in excess of a number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or of ARYA Shares equal to one-half of a Holdco Share87,505,065 minus the Adjusted Transaction Share Consideration.

Allocation Schedule. No later than three five (5) Business Days prior to the scheduled Closing Date, the each Company Party shall deliver to CCTS 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, 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 Parent Shares that to be allocated as Indemnity Escrow Shares, (c) the number of Parent Shares 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 (cd) a certification, duly executed by an authorized officer of the Companyeach Company Party, 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 Parties have 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 2.5(b). The Company Parties will review any comments to the Allocation Schedule provided by CCTS Parent or any of its Representatives and consider in good faith and incorporate revise the Allocation Schedule to include any reasonable comments proposed by CCTS Parent 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 shares of Parent Common Stock that each Company Shareholder, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rights) Parties Stockholder will have a right to receive pursuant to Section ‎2.1(a2.1(b)(ii) and Section 2.1(c) 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 each Company Party, the Company Parties Stockholders Agreements, the Company Parties Equity Plans or any other Contract to which a Company Party is a party or bound (taking into account, for the nearest whole number in avoidance of doubt, any actions taken by the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal Company Parties pursuant to one-half of a Holdco ShareSection 2.5).

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 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 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 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 (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. 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. (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 The Company acknowledges and agrees that (i) the Aggregate Consideration is being allocated among the Sellers pursuant to the schedule in the form set forth on Schedule 3.03 and delivered by the Company to SPAC and Holdings at least two Business Days prior to the scheduled anticipated Closing Date, the Company shall deliver to CCTS an allocation schedule Date (the “Allocation Schedule”) setting forth and such allocation (ai) 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 Organizational Documents of the Company and applicable Laws andLaw, (ii) does and will set forth (A) the mailing addresses and email addresses, for each Seller, (B) the number and class of Equity Securities owned by each Seller, and (C) the number of shares of Holdings Common Units and SPAC Class B Common Stock allocated to each Seller and (iii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). For illustrative purposes only, set forth on Schedule 3.03 is the case 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 3.03 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 Sellers. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment, issuance, reserve for issuance or any other treatment of the Aggregate Consideration on the Closing Date in accordance with the Allocation Schedule, SPAC, Holdings and their respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement, and none of them shall have (I) any further obligations to the Company, any Seller or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Aggregate Consideration), or (II) any liability with respect to the allocation of the consideration under this Agreement, and the Company Awardshereby irrevocably waives and releases SPAC, Holdings and their respective Affiliates (but excluding, on and after the Closing, the Company Incentive Plan and any applicable grant its Affiliates) from all claims arising from or similar agreement with respect related to any such Company Award. The Company will review any comments to the Allocation Schedule provided by CCTS or any and the allocation of its Representatives and consider the Aggregate Consideration, as the case may be, among each Seller as set forth 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 Sharesuch Allocation Schedule.

Allocation Schedule. (a) No later than three five (5) Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS FEAC and Newco (and Newco 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, 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 that will be vested or unvested as of immediately prior issued to the Closing Dateholders of the Company Convertible Notes as set out in the Plan of Arrangement, the number of Company Warrants and the number of Company Shares subject to each other warrant, award, convertible security or any other right to subscribe for Company Shares Equity Award held by each holder thereof and, in the case of each Company Option, the exercise price thereof, and (bii) (x) the number of Holdco Newco Shares that will be issued to each Company Shareholder, holder (y) the number of Newco Shares that will be subject to each Rollover Equity Award, which shall be determined by multiplying the number of Company Awards or holder Shares subject to the corresponding Rollover Equity Award immediately prior to the Closing by the Company Exchange Ratio and rounding the resulting number down to the nearest whole number of 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 Newco Shares, and (cz) the number of Newco Warrants that will be issued to each Company Warrant Holder, (iii) the portion of the Exchange Consideration allocated to each Company Shareholder, Company Equity Award holder and Company Warrant Holder, and (iv) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a) i), (ii), and (biii) 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 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 Awardrespects. The Company will review any comments to the Allocation Schedule provided by CCTS FEAC or any of its Representatives and consider and incorporate in good faith and incorporate any reasonable comments proposed by CCTS FEAC 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 Newco 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 Plan of Arrangement 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 Newco Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares, the aggregate number of Rollover Equity Awards that are allocated in respect of the aggregate number of Company Equity Awards, and the Newco Warrants that are allocated in respect of the aggregate number of Company Warrants, in aggregate exceed the portion of the Exchange Consideration issuable in respect of such Company Shares, Company Equity Awards and Company Warrants pursuant to the nearest whole Plan of Arrangement, and (C) the Allocation Schedule (and the calculations or determinations therein) shall be prepared in accordance with any applicable Law, the Governing Documents of the Company, the Company Shareholders Agreements, the Company Equity Plan and any other Contract to which the Company is a party or bound to the extent applicable thereto. (b) No later than five (5) Business Days prior to the Closing Date, FEAC shall deliver to the Company and Newco a statement setting forth (i) the number of FEAC Class A Shares expected to be outstanding after giving effect to the Class B Conversion and the FEAC Shareholder Redemptions, (ii) the amount of the Unpaid FEAC Expenses and Unpaid FEAC Liabilities, (iii) the amount expected to remain in Trust Account after giving effect to the event FEAC Shareholder Redemptions, (iv) the Aggregate Transaction Proceeds, and (v) a certification, duly executed by an authorized officer of FEAC, that the fractional Holdco Share that otherwise would information delivered pursuant to clauses (i), (ii), (iii) and (iv) is, and will be so paid is greater than as of immediately prior to the Closing Date, true and correct in all respects. FEAC will review any comments to the statement provided by the Company or equal to one-half any of a Holdco Shareits Representatives and consider and incorporate in good faith any reasonable comments proposed by the Company or any of its Representatives.

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.