Common use of Allocation Schedule Clause in Contracts

Allocation Schedule. The Company acknowledges and agrees that (i) the Closing Merger Consideration is being allocated among the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among the holders of Company Common Shares as of immediately prior to the Closing (including, for the avoidance of doubt, the holders of Company Restricted Stock Awards), in each case pursuant to the schedule set forth on Section 2.2(f) of the Company Schedules (the “Allocation Schedule”) and delivered by the Company to Rotor at least three (3) Business Days prior to the anticipated Closing Date and such allocation (i) is and will be in accordance with the Governing Documents of the Company, the Company Shareholder 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 owned by each Pre-Closing Holder, (C) the portion of the Closing Merger Consideration and the Contingent Merger Consideration that would be allocated to each Pre-Closing Holder (assuming, for such purpose, that the Contingent Merger Consideration is fully earned), (D) with respect to each Pre-Closing Holder of Company Options, the number of Rotor Common Shares subject to, and the exercise price per Rotor Common Share of, each Rotor Option, (E) with respect to each Pre-Closing Holder of Company Restricted Stock Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Award, and (F) with respect to each Pre-Closing Holder of Company Restricted Stock Unit Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Unit Award, and (iii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule, Rotor and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), 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 (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (and, on and after the Closing, the Surviving Corporation and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Total Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth in such Allocation Schedule.

Allocation Schedule. The Company acknowledges and agrees that (i) the Closing Cash Merger Consideration is and Securities Merger Consideration are being allocated among the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among the holders of Company Common Shares as of immediately prior to the Closing (including, for the avoidance of doubt, the holders of Company Restricted Stock Awards), in each case Stockholders pursuant to the schedule set forth on Section 2.2(fSchedule 3.1(i) of the Company Schedules (the “Allocation Schedule”) ). The Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to Rotor Acquiror at least three (3) Business Days prior to the anticipated Closing Date and such Date. In each case, the Company agrees that the allocation (i) among the Company Stockholders shown thereof is and will be in accordance with the Governing Documents of the Company, the Company Shareholder Agreements and applicable Law. In addition, the Allocation Schedule (iii) does and will set forth (A) the mailing addresses number, class and email addressesseries of Company Capital Stock, for Company Stock Options and/or Company Warrants owned by each Pre-Closing Holder, (B) the number and class of Equity Securities owned by shares of Domesticated Acquiror Common Stock allocated to each Pre-Closing HolderCompany Stockholder, (C) the portion of the Closing Cash Merger Consideration and the Contingent Merger Consideration that would be Consideration, if any, allocated to each Pre-Closing Holder (assuming, for such purpose, that the Contingent Merger Consideration is fully earned)Company Stockholder, (D) with respect to each Pre-Closing Holder of Company Stock Options, the number of Rotor shares of Domesticated Acquiror Common Shares Stock subject to, and the exercise price per Rotor share of Domesticated Acquiror Common Share Stock of, each Rotor Substitute Option, and (E) with respect to each Pre-Closing Holder of Company Restricted Stock AwardsWarrants, the number of Rotor shares of Domesticated Acquiror Common Shares Stock subject to to, and the exercise price per share of Domesticated Acquiror Common Stock of, each Adjusted Restricted Stock AwardSubstitute Warrant, and (F) with respect to each Pre-Closing Holder of Company Restricted Stock Unit Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Unit Award, and (iiiii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Notwithstanding anything in this Agreement Acquiror shall be entitled to conclusively rely on the Allocation Schedule (as updated prior to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule, Rotor and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6Date), and none of them neither Acquiror nor its Affiliates 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 (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), or (II) any Liability liability with respect to the allocation of the consideration Cash Merger Consideration or Securities Merger Consideration among the Company Stockholders or the calculation of the number of shares of Domesticated Acquiror Common Stock subject to, or the exercise price per share of Domesticated Acquiror Common Stock of (as applicable), Substitute Options and Substitute Warrants under this Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (and, on and after the Closing, the Surviving Corporation and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Total Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth in such Allocation Schedule.

Allocation Schedule. The Company acknowledges and agrees that (ia) the Closing Merger Consideration is being allocated among the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among the holders of Company Common Shares as of immediately prior to the Closing (including, for the avoidance of doubt, the holders of Company Restricted Stock Awards), in each case pursuant to the schedule set forth on Section 2.2(f) of the Company Schedules (the “Allocation Schedule”) and delivered by the Company to Rotor at least No later than three (3) Business Days prior to the anticipated Closing Date and such allocation (i) is and will be in accordance with Date, the Governing Documents Company shall deliver to Acquiror a schedule, duly certified by an officer of the Company, of the equity capitalization of the Company Shareholder Agreements as of the Closing including, (i) the calculation of the Base Merger Consideration and applicable Lawthe Per Company Share Merger Consideration, (ii) does for each holder of Company Common Stock (after giving effect to the Company Security Conversion, the Warrant Event and will set forth the Burkhan Conversion Event) (A) the mailing addresses name and email addresses, for each Pre-Closing Holderaddress of such holder, (B) the number and class or series (if applicable) of Equity Securities owned Company Common Stock held by each Pre-Closing Holder, such holder and (C) the portion of the Closing Base Merger Consideration and payable to such holder in respect of the Contingent Merger Consideration that would be allocated Company Common Stock held by such holder (with any fractional shares rounded down to each Pre-Closing Holder (assuming, for such purpose, that the Contingent Merger Consideration is fully earnednearest whole share), (D) with respect to each Pre-Closing Holder of Company Options, the number of Rotor Common Shares subject to, and the exercise price per Rotor Common Share of, each Rotor Option, (E) with respect to each Pre-Closing Holder of Company Restricted Stock Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Award, and (F) with respect to each Pre-Closing Holder of Company Restricted Stock Unit Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Unit Award, and (iii) is for each holder of Company Options and Company RSUs, (A) the name of such holder, (B) the number and class or series (if applicable) of Company Options and Company RSUs held by such holder, and (C) the portion of the Base Merger Consideration that will otherwise be accurate subject to each Acquiror Option and Acquiror RSU, which shall be determined in all respects accordance with Section 3.8, in each case, prepared in good faith by the Company and in a form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror (except for de minimis inaccuracies that are not materialthe “Allocation Schedule”). Notwithstanding anything . (b) The Company will consider in this Agreement good faith Acquiror’s comments to the contraryAllocation Schedule, upon deliveryand if any adjustments are made to the Allocation Schedule by the Company at Acquiror’s request prior to the Closing, payment such adjusted Allocation Schedule shall thereafter become the Allocation Schedule for all purposes of this Agreement. The Allocation Schedule and issuance of the Closing Merger Consideration on the Closing Date calculations and determinations contained therein shall be prepared in accordance with the Allocation ScheduleCompany’s Governing Documents, Rotor the DGCL and its respective Affiliates the applicable definitions contained in this Agreement. Each of Acquiror and ▇▇▇▇▇▇ Sub shall be deemed entitled to have satisfied all obligations with respect to rely (without any duty of inquiry) upon the payment of consideration under this Agreement (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), 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 (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (and, on and after the Closing, the Surviving Corporation and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Total Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth in such Allocation Schedule.

Allocation Schedule. The (a) Prior to the date hereof, the Company acknowledges and agrees has delivered to Acquiror a spreadsheet, for informational purposes only, setting forth the Company’s good faith projected pro-forma capitalization of the Company after giving effect to the Pre-Closing Restructuring (assuming that the Pre-Closing Restructuring is consummated as of the date of this Agreement), setting forth (i) the Closing Merger Consideration is being allocated among number and class or series (as applicable) of all equity securities of the Pre-Closing HoldersCompany issued and outstanding, (ii) the identity of the Persons that are the record and beneficial owners thereof, and (iii) with respect to each Company Award, as applicable, (A) the Contingent Merger Consideration holder thereof, (B) the type of Company Award (including whether the Company Award is being allocated among intended to qualify as an incentive stock option), (C) the holders date of grant and expiration date thereof, (D) the number of vested and unvested shares of Company Common Shares as of immediately Stock subject thereto, (E) the vesting schedule (including any accelerated vesting provisions), and (F) the exercise price thereof. Acquiror and Merger Sub agree that the Company Parties shall have not any Liability to Acquiror related to such spreadsheet and that the Company Parties are making no representations or warranties with respect to such spreadsheet. (b) No later than five (5) Business Days prior to the Closing (including, for the avoidance of doubtDate, the holders of Company Restricted Stock Awards), in each case pursuant Parties shall deliver to the Acquiror an allocation schedule set forth on Section 2.2(f) of the Company Schedules (the “Allocation Schedule”) and delivered by the Company to Rotor at least three (3) Business Days prior setting forth, after giving effect to the anticipated Closing Date and such allocation (i) is and will be in accordance with the Governing Documents of the Company, the Company Shareholder Agreements and applicable Law, (ii) does and will set forth (A) the mailing addresses and email addresses, for each Pre-Closing HolderRestructuring, (Ba) the number and class of Equity Securities owned shares of Company Common Stock held by each Pre-Closing HolderCompany stockholder, the number of shares of Company Common Stock subject to each Company Award held by each holder thereof, and, in the case of the Company Options, the exercise price thereof, (Cb) the portion of the Closing Aggregate Merger Consideration and the Contingent Merger Consideration that would be allocated to each Pre-Closing Holder (assuming, for such purpose, that the Contingent Merger Consideration is fully earnedholder of Company Common Stock pursuant to Section 3.1(b), and (Dc) on a holder-by-holder basis and award-by-award basis, (i) each Acquiror Option that will be outstanding as of the Closing, and, with respect to each Pre-Closing Holder of Company Optionssuch Acquiror Option, the number of Rotor shares of Acquiror Class A Common Shares subject to, Stock issuable upon exercise of such Acquiror Option and the exercise price per Rotor Common Share of, each Rotor of such Acquiror Option, and (Eii) with respect to each Pre-Closing Holder of Company Adjusted Restricted Stock Awards, Award that will be outstanding as of the Closing and the number of Rotor shares of Acquiror Class A Common Shares Stock subject to each such Adjusted Restricted Stock Award, and (F) with respect to in each Pre-Closing Holder case, including a reasonably detailed itemization of the components thereof. The Company Restricted Stock Unit Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Unit Award, and (iii) is and Parties will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Notwithstanding anything in this Agreement review any comments to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule, Rotor and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), 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 (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (and, on and after the Closing, the Surviving Corporation and its Affiliates) from all claims arising from or related to such Allocation Schedule provided by Acquiror and the allocation of the Total Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth consider in such Allocation Schedulegood faith and incorporate any reasonable comments proposed by Acquiror to correct inaccuracies.

Allocation Schedule. Attached hereto as Exhibit A is the current draft of the Allocation Schedule based on currently available information. One Business Day prior to the Closing, the Company shall deliver to Parent an updated Allocation Schedule, which Allocation Schedule shall be updated to reflect (a) the final number of shares under the heading “At-Risk Shares” and (b) the final number of shares of Parent Common Stock to be issued at Closing, the final number of Time-Based Shares and the final number of Market-Based Shares (and, in each case, the related allocations thereof), which numbers and related allocations shall be adjusted to reflect (i) the final number of shares under the heading “At-Risk Shares”, (ii) certain expenses incurred by the Company in connection with the transactions contemplated hereby, (iii) any adjustment pursuant to Section 2.7(f) and (iv) any Rightsholders or Non-Continuing Rightsholder ceasing to be eligible to receive Payments hereunder pursuant to the terms of the Company Rights Plan and/or the At-Risk Plan between the date hereof and the Closing. Subsequent to the Closing, if Seller or one or more Rightsholders forfeit shares of Parent Common Stock pursuant to the terms hereof, in the case of Seller, or of such Rightsholders’ Restricted Stock Award Agreement, in the case of such Rightsholder, then the Representative shall as soon as reasonably practicable prepare a revised Allocation Schedule reflecting the forfeited shares of Parent Common Stock as well as revised Indemnification Percentages (if applicable). The Company acknowledges represents, warrants and agrees that (i) the Closing Merger Consideration is being allocated among Allocation Schedule, as updated in accordance with this Section 2.6(h), complies with (and will comply with) and does not (and will not) violate any provision of the PreCompany Charter Documents, the Company Rights Plan, the At-Closing HoldersRisk Plan or any other agreement, arrangement or understanding to which the Company and the Contingent Merger Consideration is being allocated among the any holder or holders of Company Common Shares as capital stock, other securities of immediately prior to the Closing (includingCompany, for the avoidance of doubt, the holders of Company Restricted Stock Awards)Rights or Enhanced Benefits are parties, in each case pursuant to the schedule set forth on Section 2.2(f) as in effect as of the Company Schedules Closing Date, and (ii) the “Allocation Schedule”) and delivered by the Company to Rotor at least three (3) Business Days prior to the anticipated Closing Date and such allocation (i) is and Schedule will be in accordance with used by Parent and the Governing Documents Representative for all purposes of determining the amounts to which any holder of capital stock, other securities of the Company, the Company Shareholder Agreements and applicable LawRights, (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 owned by each Pre-Closing Holder, (C) the portion of the Closing Merger Consideration and the Contingent Merger Consideration that would be allocated to each Pre-Closing Holder (assuming, for such purpose, that the Contingent Merger Consideration or Enhanced Benefits is fully earned), (D) with respect to each Pre-Closing Holder of Company Options, the number of Rotor Common Shares subject to, and the exercise price per Rotor Common Share of, each Rotor Option, (E) with respect to each Pre-Closing Holder of Company Restricted Stock Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Award, and (F) with respect to each Pre-Closing Holder of Company Restricted Stock Unit Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Unit Award, and (iii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule, Rotor and its respective Affiliates shall be deemed to have satisfied all obligations entitled with respect to the payment Payments and each of consideration under this Agreement (other than with respect to Parent and the Contingent Merger Consideration, if any, which Representative shall be payable in accordance with Section 2.6), and none entitled to assume the accuracy 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 (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (and, on such Allocation Schedule at and after the Closing, the Surviving Corporation and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Total Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth in such Allocation Schedule.

Allocation Schedule. The Company acknowledges and agrees that (i) the Closing Merger Consideration is being allocated among the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among the holders of Company Common Shares as of immediately No later than five Business Days prior to the Closing (including, for the avoidance of doubtDate, the holders of Company Restricted Stock Awards), in each case pursuant shall deliver to the SPAC an allocation schedule set forth on Section 2.2(f) of the Company Schedules (the “Allocation Schedule”) setting forth (a) (i) the number of Company Equity Securities held by each Company Stockholder, (ii) the number of shares of Company Common Stock to be issued and delivered by the Company to Rotor at least three (3) Business Days outstanding as of immediately prior to the anticipated Closing Date Effective Time, including pursuant to outstanding Company Preferred Stock, (iii) the number of shares of Company Common Stock subject to each Company Option held by each holder thereof, including the tax status of such Company Option, whether each such Company Option will be a Vested Company Option or an Unvested Company Option and the exercise price thereof, and the holder’s employment or service status with the Company; (iv) the number of shares of Company Common Stock subject to each Company RSU held by each holder thereof, including whether each such allocation Company RSU will be a Rollover RSU; (b) the number of shares of Series A Common Stock that will be subject to each Rollover Option or Rollover RSU, and the exercise price of each Rollover Option at the Effective Time, determined in accordance with Section 2.6, as well as reasonably detailed calculations with respect to the components and subcomponents thereof; (c) the portion of the Merger Consideration allocated to each Company Stockholder pursuant to Section 2.1(a)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereof; (d) the portion of the Contingency Consideration allocated to each Company Stockholder, in the event that any Contingency Consideration becomes payable, as well as reasonably detailed calculations with respect to the components and subcomponents thereof; and (e) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a), (b), (c) and (d) are, and will be as of immediately prior to the Effective Time, (i) is true and will be correct in all respects, and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the CompanyCompany and applicable Laws and, in the case of Company Options and Company RSUs, the Company Shareholder Agreements Equity Plan and any 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 owned by each Pre-Closing Holder, (C) the portion of the Closing Merger Consideration and the Contingent Merger Consideration that would be allocated to each Pre-Closing Holder (assuming, for such purpose, that the Contingent Merger Consideration is fully earned), (D) grant or similar agreement with respect to each Pre-Closing Holder any such Company Option or Company RSU. The Company will review any comments to the Allocation Schedule provided by SPAC or any of Company Optionsits Representatives and consider in good faith and incorporate any reasonable comments proposed by SPAC or any of its Representatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of Rotor shares of Series A Common Shares subject toStock that each Company Stockholder will have a right to receive pursuant to Section 2.1(a)(vii) will be rounded down to the nearest whole share. Notwithstanding the foregoing or anything to the contrary herein, the 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 Stockholders under this Agreement or the agreement entered into by the Parties with the Exchange Agent, as applicable, and the exercise price per Rotor Common Share of, each Rotor Option, (E) with respect to each Pre-Closing Holder of Company Restricted Stock Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Award, and (F) with respect to each Pre-Closing Holder of Company Restricted Stock Unit Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Unit Award, and (iii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Closing Merger Aggregate Consideration on the Closing Date in accordance with to the Allocation ScheduleExchange Agent, Rotor the SPAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (other than including with respect to the Contingent Merger Aggregate Consideration, if any, which shall be payable in accordance with Section 2.6), and none of them shall have (IA) any further obligations to the Company, any Pre-Closing Holder Company Stockholder or any other Person with respect to the payment of any consideration under this Agreement (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6)Agreement, or (IIB) any Liability with respect to the allocation of the consideration under this Agreement, and the Company and the Company Stockholders hereby irrevocably waives waive and releases Rotor release the SPAC and its Affiliates (and, on and after the Closing, the Surviving Corporation 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 Total Merger Share Consideration, as the case may be, among each Pre-Closing Holder Company Stockholder as set forth in such Allocation Schedule.

Allocation Schedule. The Company acknowledges and agrees that (i) the Closing Merger Consideration is being allocated among the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among the holders of Company Common Shares as of immediately No later than three Business Days prior to the Closing (including, for the avoidance of doubtDate, the holders of Company Restricted Stock Awards), in each case pursuant shall deliver to the SLAM an allocation schedule set forth on Section 2.2(f) of the Company Schedules (the “Allocation Schedule”) and delivered setting forth (a) the number of Company Shares held by each Company Shareholder, the number of Company Shares subject to Rotor at least three (3) Business Days each Company Equity Award held by each holder thereof, as well as whether each such Company Equity Award will be a Vested Company Option or an Unvested Company Option as of immediately prior to the anticipated Closing Date Second Effective Time, and, in the case of the Company Options, the exercise price thereof, (b) the number of Topco Shares that will be subject to each Assumed Option and, in the case of each Assumed Option, the exercise price thereof at the Second Effective Time, as well as the calculation of the Option Exchange Ratio, (c) a calculation of the Adjusted Transaction Share Consideration and such allocation its components (iincluding the Adjusted Equity Value, the Aggregate Exercise Price and the Equity Value), (d) is the portion of the Adjusted Transaction Share Consideration and the type of Equity Security of Topco allocated to each holder of Equity Securities of the Company outstanding as of immediately prior to the Second Effective Time, and (e) a certification, duly executed by an authorized officer of the Company, that the information delivered pursuant to clause (a), clause (b), clause (c) and clause (d) is, and will be as of immediately prior to the Second Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3. The Company will review any comments to the Allocation Schedule provided by SLAM or any of its Representatives and consider in good faith any reasonable comments proposed by SLAM or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of 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 Topco Shares set forth on the Allocation Schedule that are allocated in respect of all Equity Securities of the Company outstanding as of immediately prior to the Second Effective Time exceed the Adjusted Transaction Share Consideration and (C) the Allocation Schedule (or the calculations or determinations therein) shall be prepared in accordance with, as applicable, applicable Law, the Governing Documents of the CompanyCompany in effect immediately prior to the Second Effective Time, the Company Shareholder Agreements Equity Plan 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 owned by each Pre-Closing Holder, (C) the portion of the Closing Merger Consideration and the Contingent Merger Consideration that would be allocated to each Pre-Closing Holder (assuming, for such purpose, that the Contingent Merger Consideration is fully earned), (D) with respect to each Pre-Closing Holder of Company Options, the number of Rotor Common Shares subject to, and the exercise price per Rotor Common Share of, each Rotor Option, (E) with respect to each Pre-Closing Holder of Company Restricted Stock Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Award, and (F) with respect to each Pre-Closing Holder of Company Restricted Stock Unit Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Unit Award, and (iii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule, Rotor and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), and none of them shall have (I) any further obligations to the Company, any Pre-Closing Holder or any other Person with respect Contract to the payment of any consideration under this Agreement (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (and, on and after the Closing, the Surviving Corporation and its Affiliates) from all claims arising from is a party or related to such Allocation Schedule and the allocation of the Total Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth in such Allocation Schedulebound.

Allocation Schedule. The Company acknowledges and agrees that (i) the Closing Merger Consideration is being allocated among the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among the holders of Company Common Shares as of immediately prior to the Closing (including, for the avoidance of doubt, the holders of Company Restricted Stock Awards), in each case pursuant to the schedule set forth on Section 2.2(f) of the Company Schedules (the “Allocation Schedule”) and delivered by the Company to Rotor at At least three (3) Business Days prior to the anticipated Closing Date Date, the Company shall deliver to ShoulderUp and such Holdings an allocation schedule (the “Allocation Schedule”) setting forth (i) is and the number of shares of Company Common Stock held by each Company stockholder (including the number of shares of Company Common Stock immediately prior to the Closing), the number of shares of Company Common Stock subject to each Company Option held by each holder thereof, as well as whether each such Company Option will be in accordance with a Vested Company Option or an Unvested Company Option as of immediately prior to the Governing Documents of the Company, the Company Shareholder Agreements and applicable LawEffective Time, (ii) does and will set forth (A) in the mailing addresses and email addressescase of the Company Options, for each Pre-Closing Holderthe exercise price and, if applicable, the exercise date, (B) the number and class of Equity Securities owned by each Pre-Closing Holder, (Ciii) the portion of the Closing Aggregate Merger Consideration and the Contingent Merger Consideration that would be allocated to each Pre-Closing Holder (assuming, for such purpose, that Company Option pursuant to Section 3.8(a) and the Contingent portion of the Aggregate Merger Consideration is fully earnedallocated to each share of Company Common Stock pursuant to Section 3.2(a), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof (including the Exchange Ratio), (Div) with respect to each Pre-Closing Holder of Company Options, the number of Rotor Common Shares subject to, and the exercise price per Rotor Common Share of, of each Rotor Option, Rollover Option (Eas defined below) with respect to each Pre-Closing Holder of Company Restricted Stock Awards, at the number of Rotor Common Shares subject to each Adjusted Restricted Stock AwardEffective Time, and (Fv) with respect a certification, duly executed by an authorized officer of the Company, that, to each Pre-Closing Holder his or her knowledge and solely in his or her capacity as an officer of the Company Restricted Stock Unit Awards(and without any personal liability), the number of Rotor Common Shares subject information and calculations delivered pursuant to each Adjusted Restricted Stock Unit Awardclauses (i), and (ii), (iii) is and (iv) are, and will otherwise be accurate as of immediately prior to the Effective Time, (A) true and correct in all respects and (except for de minimis inaccuracies that are not material). Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date B) in accordance with the Allocation ScheduleSchedule Principles (as defined below). The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, Rotor the organizational documents of the Company, and its respective Affiliates shall be deemed to have satisfied all obligations applicable Laws, in the case of the Company Options, in accordance with the Company Equity Plan and any applicable grant or similar agreement with respect to each Company Option (collectively, the payment “Allocation Schedule Principles”). The Company will review any comments to the Allocation Schedule provided by ShoulderUp or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by ShoulderUp or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Holdings shares set forth on the Allocation Schedule that are allocated in respect of the Company Common Stock, Company Options (or, for the avoidance of doubt, the Company Equityholders) exceed the Aggregate Merger Consideration and (y) ShoulderUp, Holdings, ShoulderUp Merger Sub 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 (other than with respect to or under the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), 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 (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (and, on and after the Closing, the Surviving Corporation and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Total Merger ConsiderationExchange Agent agreement, as the case may be, among each Pre-Closing Holder as set forth in such Allocation Scheduleapplicable.

Allocation Schedule. The Company acknowledges and agrees that (i) the Closing Merger Consideration is being allocated among the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among the holders of Company Common Shares as of immediately prior to the Closing (including, for the avoidance of doubt, the holders of Company Restricted Stock Awards), in each case pursuant to the schedule set forth on Section 2.2(f) of the Company Schedules (the “Allocation Schedule”) and delivered by the Company to Rotor at least No later than three (3) Business Days prior to the anticipated Closing Date Date, the Company shall deliver to RACA an allocation schedule (the "Allocation Schedule") setting forth (a) the number of Company Shares held by each Company Stockholder, the number of Company Shares subject to each Company Equity Award held by each holder thereof, as well as whether each such Company Equity Award will be a Vested Company Equity Award or an Unvested Company Equity Award as of immediately prior to the Effective Time, and, in the case of the Company Options, the exercise price thereof, (b) the number of RACA Shares that will be subject to 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 Transaction Share Consideration allocated to each Company Stockholder, and such allocation (d) a certification, duly executed by an authorized officer of the Company, that (i) is the information delivered pursuant to clauses (a), (b) and (c) is, and will be as of immediately prior to the Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(c). The Company will review any comments to the Allocation Schedule provided by RACA or any of its Representatives and consider in good faith all reasonable comments on the final Allocation Schedule. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of RACA Shares that each Company Stockholder will have a right to receive pursuant to Section 2.1(a)(vii) will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of RACA Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares and Vested Company Equity Awards exceed the Transaction Share Consideration, (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Shareholder Agreements and applicable LawStockholders Agreement, the Company Equity Plan or any other Contract to which the Company is a party or bound (ii) does and will set forth (A) the mailing addresses and email addressestaking into account, for each Pre-Closing Holderthe avoidance of doubt, (Bany actions taken by the Company pursuant to Section 2.4(c)) the number and class of Equity Securities owned by each Pre-Closing Holder, (C) the portion of the Closing Merger Consideration and the Contingent Merger Consideration that would be allocated to each Pre-Closing Holder (assuming, for such purpose, that the Contingent Merger Consideration is fully earned), (D) with respect to each Pre-Closing Holder of Company Options, in no event shall the number of Rotor Common RACA Shares that will be subject to, and to the exercise price per Rotor Common Share of, each Rotor Option, (E) with respect Rollover Options corresponding to each Pre-Closing Holder the Unvested Company Options be in excess of Company Restricted Stock Awards, the a number of Rotor Common RACA Shares subject equal to each Adjusted Restricted Stock Award, and (F) with respect to each Pre-Closing Holder of Company Restricted Stock Unit Awards, 60,241,347 minus the number of Rotor Common Shares subject to each Adjusted Restricted Stock Unit Award, and (iii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule, Rotor and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (other than with respect to the Contingent Merger Transaction Share Consideration, if any, which shall be payable in accordance with Section 2.6), 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 (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (and, on and after the Closing, the Surviving Corporation and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Total Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth in such Allocation Schedule.

Allocation Schedule. The Company acknowledges and agrees that (i) the Closing Merger Exchange Consideration is being allocated among the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among the holders of Company Common Shares as of immediately prior to the Closing (including, for the avoidance of doubt, the holders of Company Restricted Stock Awards), in each case Sellers pursuant to the schedule set forth on Section 2.2(fSchedule 2.01(b)(vii) of the Company Schedules (the “Company Allocation Schedule”) ). The Company Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to Rotor SPAC at least three (3) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the allocation among the Sellers shown thereof is and will be in accordance with the Governing Documents of the Company and applicable Law. In addition, the Company Allocation Schedule (A) will set forth as of the date at least three (3) Business Days prior to the anticipated Closing Date and such allocation (i) is and will be in accordance with the Governing Documents of the Company, the Company Shareholder Agreements and applicable Law, (ii) does and will set forth (A1) the mailing addresses and email addresses, for each Seller, (2) the number of Company Shares (giving effect to the Company Convertible Instrument Conversion and the Pre-Closing HolderReorganization), (B) and/or the number and class of Equity Company Warrants and/or amount of Company Convertible Securities owned by each Pre-Closing HolderSeller, (C3) the portion number of the Closing Merger Consideration and the Contingent Merger Consideration that would be shares of PubCo Common Stock allocated to each Pre-Closing Holder Company shareholder, and (assuming, for such purpose, that the Contingent Merger Consideration is fully earned), (D4) with respect to each Pre-Closing Holder of Seller holding Company OptionsWarrants, the number of Rotor shares of PubCo Common Shares Stock subject to, and the exercise price per Rotor share of PubCo Common Share Stock of, each Rotor Option, (E) with respect to each Pre-Closing Holder of Company Restricted Stock AwardsReplacement Warrant, the number of Rotor shares of PubCo Common Shares Stock subject to each Adjusted Restricted Stock Awardsuch Replacement Warrant, and (F) with respect to each Pre-Closing Holder of Company Restricted Stock Unit Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Unit Award, and (iiiB) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Notwithstanding anything in this Agreement PubCo shall be entitled to conclusively rely on the Company Allocation Schedule (as updated prior to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule, Rotor and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6Date), and none of them neither PubCo nor its Affiliates 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 (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and Exchange Consideration among the Company hereby irrevocably waives and releases Rotor and its Affiliates (and, on and after the Closing, the Surviving Corporation and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Total Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth in such Allocation Scheduleshareholders.

Allocation Schedule. The At least five (5) Business Days prior to the Closing, the Company acknowledges and agrees that shall deliver to Pathfinder an allocation schedule (the “Allocation Schedule”) setting forth (a) (i) the Closing Merger Consideration is being allocated among number of Company Common Shares held by Parent both prior to and immediately following the forward stock split to be effected as part of the Pre-Closing HoldersReorganization pursuant to Section 1.1(b)(i), (ii) the number and class of Equity Securities of Parent held by each Parent Equityholder, as well as, in the Contingent Merger Consideration is being allocated among case of any Parent Equity Awards, whether such Parent Equity Awards will be a Vested Parent Equity Award or an Unvested Parent Equity Award (after, for the holders avoidance of doubt, taking into account for vesting purposes, the effect of the transactions contemplated by this Agreement) and (iii) the number of Company Equity Awards outstanding, as well as whether such Company Equity Awards will be a Vested Company Equity Award or an Unvested Company Equity Award, (b) the number of Company Common Shares to be distributed to each Vested Parent Equityholder by the Parent as part of the Pre-Closing Reorganization pursuant to Section 1.1(b)(ii) and, if applicable, Section 1.4(a)(i), as well as, in each case, reasonably detailed explanations of the methodology underlying the calculations with respect to the components and subcomponents thereof, (c) a calculation of the Adjusted Company Pre-Closing Equity Value and the Transaction Share Consideration based thereon, (d) the number of Pathfinder Shares (in the aggregate equal to the Transaction Share Consideration) to be allocated at the Effective Time to each holder of Equity Securities of the Company immediately prior to the Closing Effective Time, (e) each Company Shareholder that is a Dissenting Company Shareholder and the number of Company Common Shares held by such Company Shareholder that are Dissenting Company Shares, (f) the number of shares of Company Restricted Stock or Company RSUs to be received by each holder of Unvested Parent Equity Awards pursuant to Section 1.4(a)(ii) or Section 1.4(a)(iii), respectively, (g) the number of Pathfinder Shares that will be subject to each share of Rollover Restricted Stock and each Rollover RSU, as well as the exchange ratio on which such calculations are based, (h) the aggregate amount of cash payments required to be made by Parent or any of its Affiliates (including, for the avoidance of doubt, any Group Company) in respect of the holders 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 (i) a certification, duly executed by an authorized officer of Company Restricted Stock Awardsthe Company, that the information and calculations delivered pursuant to clauses (a) through (h) are, and will be, in the case of clauses (a), in each case pursuant to the schedule set forth on Section 2.2(f(b) and (h), as of the Company Schedules time of the consummation of the Pre-Closing Reorganization and, in the cases of clauses (the “Allocation Schedule”c), (d), (e), (f), (g) and delivered by the Company to Rotor at least three (3) Business Days h), as of immediately prior to the anticipated Closing Date Effective Time, true and such allocation (i) is correct in all respects and will be in accordance with the Allocation Schedule Requirements. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with applicable provisions of this Agreement, the Governing Documents of the Company, Parent and Parent GP, any applicable agreements with any Parent Equityholders to which any Group Company, Parent or Parent GP is a party or bound (including any shareholders or similar agreements) and applicable Laws, in the case of the Parent Equity Awards or Company Equity Awards, in accordance with the applicable Parent Equity Plan or Company Equity Plan and any applicable grant, award or similar agreement with respect to each such Parent Equity Award or Company Equity Award, as applicable, 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 any 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 Pathfinder or any of its Representatives and consider in good faith the comments provided by Pathfinder or any of its Representatives and incorporate any comments proposed by Pathfinder or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, in no event shall the aggregate number of Pathfinder Shares set forth on the Allocation Schedule to be received or otherwise allocated to the Vested Parent Equityholders (and/or to be received or otherwise allocated in respect of any other vested Equity Securities of Parent or the Company Shareholder Agreements and applicable Law, (iiprior to the Closing) does and will set forth exceed (A) the mailing addresses and email addresses, for each Pre-Closing Holder, Transaction Share Consideration minus (B) the number and class of Equity Securities owned by each Pre-Closing Holder, (C) the portion of the Closing Merger Consideration and the Contingent Merger Consideration Pathfinder Shares that would be allocated to each Company Common Shares pursuant to Section 1.1(d)(vii) but for such Company Common Shares being Dissenting Company Shares (it being further understood and agreed, for the avoidance of doubt, that in no event shall any Pathfinder Shares described in this clause (B) be allocated to any other Vested Parent Equityholder or holder of Equity Securities of the Company and shall instead not be allocated at the Closing or otherwise, except solely in the circumstances described in Section 1.7) (i.e., the aggregate value of the Pathfinder Shares received by Vested Parent Equityholders or any other holders of any other vested Equity Securities in the Parent or the Company shall not exceed (I) the Adjusted Company Pre-Closing Holder Equity Value (assuming, for such purpose, that based on the Contingent Merger Consideration is fully earnedPathfinder Common Share Value), (D) with respect to each Pre-Closing Holder of Company Options, the number of Rotor Common Shares subject to, and the exercise price per Rotor Common Share of, each Rotor Option, (E) with respect to each Pre-Closing Holder of Company Restricted Stock Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Award, and (F) with respect to each Pre-Closing Holder of Company Restricted Stock Unit Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Unit Award, and (iii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule, Rotor and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), 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 (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), or minus (II) the value of any Liability with Pathfinder Shares that would be allocated to Company Common Shares pursuant to Section 1.1(d)(vii) but for such Company Common Shares being Dissenting Company Shares (based on the Pathfinder Common Share Value)). For the avoidance of doubt, any Unvested Parent Equity Awards or Unvested Company Equity Awards (including any Rollover Restricted Stock and Rollover RSUs received in respect of such Unvested Parent Equity Awards and Unvested Company Equity Awards pursuant to Section 1.4(c)) shall not be included as part of the Transaction Share Consideration and shall, to the allocation of extent provided in Section 1.4(c), instead be converted into comparable equity awards in Pathfinder and constitute awards issued under the consideration under this Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (and, on and after the Closing, the Surviving Corporation and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Total Merger Consideration, as the case may be, among each PrePathfinder Post-Closing Holder as set forth in such Allocation ScheduleIncentive Equity Plans.

Allocation Schedule. The Section 1.12 of the Company acknowledges and agrees that Disclosure Schedule contains a schedule (the “Preliminary Allocation Schedule”) showing (i) the Closing Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration is (all being allocated among on the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among the holders of Company Common Shares as of immediately prior to the Closing (includingassumption, for the avoidance of doubt, the holders of Company Restricted Stock Awards), in each case pursuant to the schedule set forth on Section 2.2(f) purposes of the Company Schedules (preparation of the “Preliminary Allocation Schedule”) , that the Working Capital Adjustment Amount is zero, and delivered by the Company to Rotor at least three (3) Business Days prior to the anticipated Closing Date and such allocation (i) is and will be in accordance with the Governing Documents of the Company, the Company Shareholder Agreements and applicable Law, (ii) does and will set forth for each Company Holder as of the date hereof: (A) the mailing addresses number and email addresses, for each Pre-Closing Holderclass of shares of Company Capital Stock held, (B) the number and class of Equity Securities owned by shares of Company Capital Stock subject to each Pre-Closing HolderCompany Option held, if applicable, the exercise price per share, and whether such Company Holder is an employee of the Company, (C) the portion number of the Closing Merger Consideration Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the Contingent Merger Consideration that would be allocated to per-share exercise price of each Pre-Closing Holder (assuming, for such purpose, that the Contingent Merger Consideration is fully earned)Stratasys Substituted Option, (D) with a calculation of the amount payable to such Company Holder (x) in respect to each Pre-Closing Holder of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the number of Rotor Common Shares subject toEarn-Out Payments, any Working Capital Adjustment Amount, and any payment of the exercise price per Rotor Common Share of, each Rotor Option, Holdback Amount and (E) with respect the Pro Rata Indemnification Share of such Company Holder. No later than five (5) Business Days prior to each Pre-the estimated Closing Holder of Company Restricted Stock AwardsDate, the number Company shall deliver to Parent a schedule (the “Final Allocation Schedule”) in the same form as the Preliminary Allocation Schedule, updated for the anticipated Closing Date. An officer of Rotor Common Shares subject to each Adjusted Restricted Stock Awardthe Company shall certify on behalf of the Company, and (F) with respect not in any personal capacity, that the Final Allocation Schedule correctly reflects the calculations and/or good faith estimates therein required to each Pre-Closing Holder of Company Restricted Stock Unit Awardsbe made pursuant to this Agreement, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Unit Award, and (iii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule, Rotor liquidation preference of the Preferred Stock and its respective Affiliates shall be deemed to have satisfied all obligations with respect to each other requirement of the payment Governing Documents (including the certificate of consideration under this Agreement (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), and none incorporation 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 (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (and, on and after shall deliver the Closing, the Surviving Corporation and its Affiliates) from all claims arising from or related to such Final Allocation Schedule and the allocation of the Total Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth in together with such Allocation Schedulecertification to Parent at Closing.

Allocation Schedule. The Company acknowledges and agrees that (i) the Closing Total Merger Consideration is being allocated among the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among the holders of Company Common Shares as of immediately prior to the Closing (including, for the avoidance of doubt, the holders of Company Restricted Stock Awards), in each case Holders pursuant to the schedule set forth on to be delivered to PTAC in connection with the Closing Statement pursuant to Section 2.2(f2.3(e) of the Company Schedules (the “Allocation Schedule”) and delivered by the Company to Rotor at least three (3) Business Days prior to the anticipated Closing Date and such allocation (i) is and will be in accordance with the Governing Documents of the Company, the Company Shareholder Agreements and applicable Law, (ii) does and will set forth (A) the mailing addresses addresses, telephone numbers and email addresses, for each Pre-Closing Holder, (B) the number and class of Equity Securities owned by each Pre-Closing Holder, (C) with respect to any Pre-Closing Holder that is a holder of Canceled Warrants, the aggregate exercise price payable for such Pre-Closing Holder with respect to such Canceled Warrants, (D) the portion of the Closing Total Merger Consideration and the Contingent Merger Consideration that would be allocated to each Pre-Closing Holder (assumingdivided into the portion of the Aggregate Stock Consideration, for and the Earn Out Shares and the Cash Funding Amount payable to such purpose, that the Contingent Merger Consideration is fully earnedPre-Closing Holder), (DE) with respect to each Pre-Closing Holder of Company Options, the number of Rotor PTAC Common Shares subject to, and the exercise price per Rotor PTAC Common Share of, each Rotor PTAC Option, (EF) with respect to each Pre-Closing Holder of a Company RSU award, the number of PTAC Common Shares subject to the PTAC RSU award (G) with respect to each Pre-Closing Holder of Company Restricted Stock AwardsShares, the number of Rotor PTAC Common Shares subject to each Adjusted such Company Restricted Stock Award, Shares and (FH) with respect the number of Earn Out Shares to be issued to each Pre-Closing Holder upon the occurrence of Company Restricted Stock Unit Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Unit AwardTriggering Event set forth in Section 2.6, and (iii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material)accurate. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Closing Total Merger Consideration on the Closing Date in accordance with the Allocation Schedule, Rotor PTAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (other than including with respect to the Contingent Total Merger Consideration, if any, which shall be payable in accordance with Section 2.6), and none of them shall have (Ii) 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 (other than including with respect to the Contingent Total Merger Consideration, if any, which shall be payable in accordance with Section 2.6), or (IIii) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases Rotor PTAC and its Affiliates (and, on and after the Closing, the Surviving Corporation Company and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Total Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth in such Allocation Schedule. The Company acknowledges and agrees that as of the date hereof certain Pre-Closing Holders have entered into Support Agreements, and following the date hereof, other Pre-Closing Holders may enter into additional Support Agreements (each, a “Supporting Pre-Closing Holder”), and the Company covenants and agrees that the Allocation Schedule shall not contain any reductions to the Applicable Company Stock Percentage of any Supporting Pre-Closing Holder, or all Supporting Pre-Closing Holders taken as a whole.

Allocation Schedule. The At least five (5) Business Days prior to the Closing Date, the Company acknowledges and agrees that shall deliver to DAAQ an allocation schedule (the “Allocation Schedule”) setting forth (i) its good faith calculation of the Equity Value (including the Company’s good faith calculation of the Company’s Indebtedness and unrestricted cash, in each case, as of the Closing Date), (ii) its good faith calculation of the Merger Consideration is being allocated among Consideration, the Pre-Closing HoldersAggregate Class A Preference Amount, the Per Share Participating Equity Value, the Per Class B Share Stock Consideration, and the Contingent Per Class A Share Stock Consideration, (iii) the number and class of Company Shares held by each Company Shareholder, (iv) the number, type (e.g., Company Option or Company Compensatory Warrant), exercise or strike price, expiration date, Applicable Post-Closing Exercise Period, Applicable Post-Closing Award Price and Applicable Post-Closing Award Number of Company Equity Awards held by each Company Shareholder, (v) the number of Company Coverage Warrants held by each Company Shareholder, (vi) the Applicable Post-Closing Coverage Warrant Price and Applicable Post-Closing Coverage Warrant Number for each Company Coverage Warrant, the portion of the Merger Consideration is being allocated among to each Company Equity Award and each Company Coverage Warrant pursuant to Section 3.3 and Section 3.4, respectively, and the holders Per Class A Share Stock Consideration or Per Class B Share Stock Consideration, as applicable, allocated to each Company Share pursuant to Section 3.2, as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (vii) a certification, duly executed by an authorized officer of the Company, that, to his or her knowledge and solely in his or her capacity as an officer of the Company Common Shares (and without any personal liability), the information and calculations delivered pursuant to clauses (i) through (vi) are, and will be as of immediately prior to the Closing Effective Time, (includingA) true and correct in all respects and (B) 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 Equity Awards, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Equity Award. The Company will review any comments to the Allocation Schedule provided by DAAQ or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by DAAQ or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of PubCo Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, for the avoidance of doubt, the holders of Company Restricted Stock Awards), in each case pursuant to Shareholders) exceed the schedule set forth on Section 2.2(f) of the Company Schedules (the “Allocation Schedule”) and delivered by the Company to Rotor at least three (3) Business Days prior to the anticipated Closing Date and such allocation (i) is and will be in accordance with the Governing Documents of the Company, the Company Shareholder 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 owned by each Pre-Closing Holder, (C) the portion of the Closing Merger Consideration and the Contingent Merger Consideration that would be allocated to each Pre-Closing Holder (assuming, for such purpose, that the Contingent Merger Consideration is fully earned), (Dy) with respect to each Pre-Closing Holder of Company Options, the number of Rotor Common Shares subject to, DAAQ and the exercise price per Rotor Common Share of, each Rotor Option, (E) with respect Exchange Agent will be entitled to each Pre-Closing Holder rely upon the Allocation Schedule for purposes of Company Restricted Stock Awards, allocating the number of Rotor Common Shares subject to each Adjusted Restricted Stock Award, and (F) with respect to each Pre-Closing Holder of Company Restricted Stock Unit Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Unit Award, and (iii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Notwithstanding anything in this Agreement transaction consideration to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule, Rotor and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration Company Shareholders under this Agreement (other than with respect to or under the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), 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 (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), or (II) any Liability with respect to the allocation of the consideration under this Exchange Agent Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (and, on and after the Closing, the Surviving Corporation and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Total Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth in such Allocation Scheduleapplicable.

Allocation Schedule. The Company acknowledges and agrees that (i) the Closing Merger Consideration is being allocated among the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among the holders of Company Common Shares as of immediately No later than five Business Days prior to the Closing (including, for the avoidance of doubtDate, the holders of Company Restricted Stock Awards), in each case pursuant shall deliver to the Acquiror an allocation schedule set forth on Section 2.2(f) of the Company Schedules (the “Allocation Schedule”) and delivered by the Company to Rotor at least three setting forth: (3a) Business Days prior to the anticipated Closing Date and such allocation (i) the number of shares of Company Common Stock held by each Company stockholder or, in the case of Persons with a Consideration Share Entitlement, the number of Consideration Shares to which such Person is and will be in accordance with entitled under the Governing Documents terms of the Company, the Company Shareholder Agreements and applicable LawPixel Labs Merger Agreement, (ii) does the number of shares of Company Common Stock subject to each Company Award held by each holder thereof, and will set forth (Aiii) in the mailing addresses and email addressescase of the Company Options, for each Pre-Closing Holderthe exercise price thereof, (B) the number and class of Equity Securities owned by each Pre-Closing Holder, (Cb) the portion of the Closing Aggregate Merger Consideration and the Contingent Merger Consideration that would be allocated to each Pre-Closing Holder (assuming, for such purpose, that the Contingent Merger holder of Company Common Stock or Consideration is fully earnedShare Entitlement pursuant to Section 3.1(b), and (Dc) on a holder-by-holder basis and award-by-award basis, (i) each Acquiror Option that will be outstanding as of the Closing, and, with respect to each Pre-Closing Holder of Company Optionssuch Acquiror Option, the number of Rotor shares of Acquiror Post-Merger Class B Common Shares subject to, Stock issuable upon exercise of such Acquiror Option and the exercise price per Rotor Common Share of, each Rotor of such Acquiror Option, (Eii) with respect to each Pre-Closing Holder of Company Adjusted Restricted Stock Awards, Award that will be outstanding as of the Closing and the number of Rotor shares of Acquiror Post-Merger Class B Common Shares Stock subject to each such Adjusted Restricted Stock Award, (iii) each Adjusted RSU that will be outstanding as of the Closing and (F) with respect to each Pre-Closing Holder of Company Restricted Stock Unit Awards, the number of Rotor shares of Acquiror Post-Merger Class B Common Shares Stock subject to such Adjusted RSU, in each Adjusted Restricted Stock Unit Awardcase, and (iii) is and including a reasonably detailed itemization of the components thereof. The Company will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Notwithstanding anything in this Agreement review any comments to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule, Rotor and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), 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 (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (and, on and after the Closing, the Surviving Corporation and its Affiliates) from all claims arising from or related to such Allocation Schedule provided by Acquiror and the allocation of the Total Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth consider in such Allocation Schedulegood faith and incorporate any reasonable comments proposed by Acquiror to correct inaccuracies.

Allocation Schedule. The At least five (5) Business Days prior to the Closing Date, the Company acknowledges and agrees that shall deliver to Cascadia an allocation schedule (the “Allocation Schedule”) setting forth (i) its good faith calculation of the Closing Merger Exchange Share Consideration is being allocated among the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among Exchange Ratio, (ii) the holders number of Company Shares held by each Company Equityholder, (iii) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as of immediately prior well as, in each case, reasonably detailed calculations with respect to the Closing components and subcomponents thereof, (includingv) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Option. The Company will review any comments to the Allocation Schedule provided by Cascadia or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, for the avoidance of doubt, the holders Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of Company Restricted Stock Awards), in each case pursuant allocating the transaction consideration to the schedule set forth on Section 2.2(f) of the Company Schedules (the “Allocation Schedule”) and delivered by the Company to Rotor at least three (3) Business Days prior to the anticipated Closing Date and such allocation (i) is and will be in accordance with the Governing Documents of the Company, the Company Shareholder 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 owned by each Pre-Closing Holder, (C) the portion of the Closing Merger Consideration and the Contingent Merger Consideration that would be allocated to each Pre-Closing Holder (assuming, for such purpose, that the Contingent Merger Consideration is fully earned), (D) with respect to each Pre-Closing Holder of Company Options, the number of Rotor Common Shares subject to, and the exercise price per Rotor Common Share of, each Rotor Option, (E) with respect to each Pre-Closing Holder of Company Restricted Stock Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Award, and (F) with respect to each Pre-Closing Holder of Company Restricted Stock Unit Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Unit Award, and (iii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule, Rotor and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration Equityholders under this Agreement (other than with respect to or under the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), 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 (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), or (II) any Liability with respect to the allocation of the consideration under this Exchange Agent Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (and, on and after the Closing, the Surviving Corporation and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Total Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth in such Allocation Scheduleapplicable.

Allocation Schedule. The Company acknowledges and agrees that (ia) the Closing Merger Consideration is being allocated among the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among the holders of Company Common Shares as of immediately No later than five (5) Business Days prior to the Closing (including, for the avoidance of doubtDate, the holders of Company Restricted Stock Awards), in each case pursuant shall deliver to SPAC (and SPAC shall thereafter deliver to the Exchange Agent) an allocation schedule set forth on Section 2.2(f) of the Company Schedules (the “Allocation Schedule”) setting forth: (i) the number of Company Shares subject to the Company Convertible Debentures held by the holder thereof and delivered the conversion price thereof; (ii) the number of Company Shares held by each Company Shareholder (including Company Shares issued pursuant to conversion of the Company Convertible Debentures), the number of Company Shares subject to each Company Option held by each holder thereof and the exercise price per share thereof, the number of Company Shares subject to each Company RSU held by each holder thereof, and the number of Company Shares subject to each Company Warrant held by each holder thereof and the exercise price per share thereof; (iii) (A) the number of TopCo Common Shares that will be subject to each Rollover Warrant, Adjusted RSU and Rollover Option, which shall be determined in accordance with Section 2.2(k), Section 2.2(l), and Section 2.2(m), as applicable, and (B) with respect to each Rollover Warrant and Rollover Option, the exercise price thereof, which shall be determined in accordance with Section 2.2(k) and Section 2.2(m), as applicable; (iv) the portion of the Company Shareholder Transaction Consideration allocated to each holder of Company Shares, determined by multiplying the number of Company Shares held by such Company Shareholder immediately prior to the Arrangement Effective Time by the Exchange Ratio; (v) the number of TopCo Class B Earnout Shares and TopCo Class C Earnout Shares allocated to each holder of Company Shares, in each case determined by multiplying the number of Company Shares held by such Company Shareholder immediately prior to the Arrangement Effective Time by the Company Earnout Ratio; and (vi) a certification, duly executed by an authorized officer of the Company, that the information delivered pursuant to Rotor at least three clauses (3i), (ii), (iii), (iv), and (v) Business Days is, and will be as of immediately prior to the anticipated Closing Date Amalgamation or the Arrangement Effective Time, as applicable, true and such allocation (i) is correct in all respects and will be in accordance with the last sentence of this Section 2.4. The Company will review any comments to the Allocation Schedule provided by SPAC or any of its Representatives and consider and incorporate in good faith any reasonable comments proposed by SPAC or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, in no event shall (A) the aggregate number of TopCo Common Shares set forth on the Allocation Schedule that are allocated in respect of the equity securities of the Company (assuming conversion of the Company Convertible Debentures) exceed the Company Shareholder Transaction Consideration and (B) the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Shareholder Agreements Omnibus Plan or any other Contract to which the Company is a party or bound. (b) SPAC, the Exchange Agent and applicable Lawtheir respective Affiliates and Representatives shall be entitled to rely, (ii) does without any independent investigation or inquiry, on the names, amounts, and will other information set forth (A) 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 portion of the Closing Merger Consideration and the Contingent Merger Consideration that would be allocated to each Pre-Closing Holder (assuming, for such purpose, that the Contingent Merger Consideration is fully earned), (D) with respect to each Pre-Closing Holder of Company Options, the number of Rotor Common Shares subject to, and the exercise price per Rotor Common Share of, each Rotor Option, (E) with respect to each Pre-Closing Holder of Company Restricted Stock Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Award, and (F) with respect to each Pre-Closing Holder of Company Restricted Stock Unit Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Unit Award, and (iii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule. None of SPAC, Rotor the Exchange Agent and its their respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), and none of them or Representatives shall have (I) any further obligations liability to any Company Shareholder or any of its Affiliates for relying on the Allocation Schedule. Except with SPAC’s written consent, the Allocation Schedule may not be modified after delivery to SPAC except pursuant to a written instruction from the Company, any Pre-Closing Holder or any other Person with respect to certification from an authorized Representative of the payment of any consideration under this Agreement (other than with respect to Company that such modification is true and correct. SPAC, the Contingent Merger Consideration, if any, which Exchange Agent and their respective Affiliates and Representatives shall be payable in accordance with Section 2.6)entitled to rely, without any independent investigation or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (andinquiry, on and after the Closing, the Surviving Corporation and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Total Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth in such modified Allocation Schedule.

Allocation Schedule. The Company acknowledges and agrees that (ia) Attached hereto as Annex A is a schedule, prepared by the Closing Merger Consideration is being allocated among the Pre-Closing HoldersCompany, and the Contingent Merger Consideration is being allocated among the holders of Company Common Shares as of immediately prior to the Closing (including, for the avoidance of doubt, the holders of Company Restricted Stock Awards), in each case pursuant to the schedule set forth on Section 2.2(f) executed by an authorized officer of the Company Schedules (the “Allocation Schedule”) and delivered by setting forth the equity capitalization of the Company to Rotor at least three (3) Business Days prior to as of the anticipated date hereof, and as of the Closing Date and such allocation Date, including, for each Company Equity Holder, (i) is the name and will be in accordance with the Governing Documents email address of the Company, the Company Shareholder Agreements and applicable Lawsuch holder, (ii) does and will set forth (A) the mailing addresses and email addresses, for each Pre-Closing Holder, (B) the number and class or series of Equity Securities owned Common Stock, Preferred Stock and/or Options held by each Pre-Closing Holder, such holder (C) and in the portion case of the Closing Merger Consideration and the Contingent Merger Consideration that would be allocated to each Pre-Closing Holder (assuming, for such purpose, that the Contingent Merger Consideration is fully earned), (D) with respect to each Pre-Closing Holder of Company Optionsan Option, the number of Rotor shares of Common Shares subject toStock underlying the applicable Option, whether such Option is an Incentive Stock Option or a nonstatutory stock option, and the exercise price per Rotor Common Share of, each Rotor Option(or deemed exercise price) thereof), (Eiii) his, her or its Applicable Percentage, (iv) with respect to each Pre-Closing Holder of Company Restricted Stock AwardsOptions and RSUs, the number of Rotor Common Shares subject vesting schedule and expiration or termination dates thereof and (v) whether such holder is a Non-Accredited Investor, a Share-Only Holder, a Continuing Employee or Pro Rata Holder. (b) The Company will consider in good faith Parent’s comments to each Adjusted Restricted Stock Awardthe Allocation Schedule after the date hereof, and (F) with respect to each Pre-Closing Holder of Company Restricted Stock Unit Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Unit Award, and (iii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that if any adjustments are not material). Notwithstanding anything in this Agreement made to the contraryAllocation Schedule by the Company at Parent’s request prior to the Closing, upon delivery, payment such adjusted Allocation Schedule shall thereafter become the Allocation Schedule for all purposes of this Agreement. The Allocation Schedule and issuance of the Closing Merger Consideration on the Closing Date calculations and determinations contained therein shall be prepared in accordance with the Company’s Organizational Documents, the DGCL and the applicable definitions contained in this Agreement. Each of Parent, Borrower and the Merger Subs shall be entitled to rely (without any duty of inquiry) upon the Allocation Schedule, Rotor the Letter of Transmittal and its respective Affiliates the Accredited Investor Questionnaire, if applicable, that shall be deemed required to have satisfied be delivered by the applicable holders of Common Stock, Preferred Stock and Options as a condition to receipt of any portion of the Aggregate Consideration shall include a waiver of, among other things, any and all obligations with respect to claims that the payment Allocation Schedule did not accurately reflect the terms of consideration under this Agreement (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), 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 (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (and, on and after the Closing, the Surviving Corporation and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Total Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth in such Allocation Schedule’s Organizational Documents.

Allocation Schedule. The Company acknowledges and agrees that (i) the Closing Merger Total Share Consideration is being allocated among the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among the holders of Company Common Shares as of immediately prior to the Closing (including, for the avoidance of doubt, the holders of Company Restricted Stock Awards), in each case Stockholders pursuant to the schedule set forth on Section 2.2(fSchedule 1.3(k) of the Company Schedules (the “Allocation Schedule”) ). The Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to Rotor Parent at least three (3) Business Days prior to the anticipated Closing Date and such Date. In each case, the Company agrees that the allocation (i) among the Company Stockholders shown thereof is and will be in accordance with the Governing Charter Documents of the Company, the Company Shareholder Agreements and applicable Law. In addition, the Allocation Schedule (iiA) does and will set forth (A1) the mailing addresses and email addresses, addresses for each Pre-Closing Holder, (B2) the number and class of Equity Securities Company Common Stock (giving effect to the Company Preferred Stock Conversion), Company Preferred Stock, Company Stock Options, Company Warrants, and/or Company RSUs owned by each Pre-Closing Holder, (C3) the portion number of the Closing Merger Consideration and the Contingent Merger Consideration that would be shares of Parent Class A Common Stock allocated to each Pre-Closing Holder (assuming, for such purpose, that the Contingent Merger Consideration is fully earned)Company Stockholder, (D4) with respect to each Pre-Closing Holder of Company Stock Options, the number of Rotor shares of Parent Class A Common Shares Stock subject to, and the exercise price per Rotor share of Parent Class A Common Share Stock of, each Rotor Substitute Option, (E5) with respect to each Pre-Closing Holder of Company Restricted Stock AwardsWarrants, the number of Rotor shares of Parent Class A Common Shares Stock subject to to, and the exercise price per share of Parent Class A Common Stock of, each Adjusted Restricted Stock AwardSubstitute Warrant, and (F6) with respect to each Pre-Closing Holder of Company Restricted Stock Unit AwardsRSUs, the number of Rotor shares of Parent Class A Common Shares Stock subject to each Adjusted Restricted Stock Unit AwardSubstitute RSU, and (iiiB) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Notwithstanding anything in this Agreement Parent shall be entitled to conclusively rely on the Allocation Schedule (as updated prior to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule, Rotor and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6Date), and none of them neither Parent nor its Affiliates 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 (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), or (II) any Liability with respect to the allocation of the consideration Total Share Consideration among the Company Stockholders or the calculation of the number of shares of Parent Class A Common Stock subject to, or the exercise price per share of Parent Class A Common Stock of (as applicable), Substitute Options, Substitute Warrants and Substitute RSUs under this Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (and, on and after the Closing, the Surviving Corporation and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Total Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth in such Allocation Schedule.

Allocation Schedule. The Company acknowledges and agrees that (i) the Closing Merger Consideration is being allocated among the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among the holders of Company Common Shares as of immediately prior to the Closing (including, for the avoidance of doubt, the holders of Company Restricted Stock Awards), in each case pursuant to the schedule set forth on Section 2.2(f) of the Company Schedules (the “Allocation Schedule”) and delivered by the Company to Rotor at least No later than three (3) Business Days prior to the anticipated Closing Date Date, the Company shall deliver to Priveterra an allocation schedule (the “Allocation Schedule”) setting forth, after giving effect to the Subsidiary Merger and the transactions set forth on Section 1.1(e) of the Company Disclosure Schedules, (a) the number of Equity Securities held by each Company Stockholder, the number of shares of Company Common Stock subject to each Company Warrant held by each holder thereof, the number of shares of Company Common Stock subject to each Company Option held by each holder thereof, as well as whether each such allocation Company Option will be a Vested Company Option or an Unvested Company Option as of immediately prior to the Effective Time, the number of shares of Company Common Stock subject to each Subsidiary Rollover Option held by each holder thereof, as well as whether each such Subsidiary Rollover Option will be a Vested Subsidiary Rollover Option or an Unvested Subsidiary Rollover Option as of immediately prior to the Effective Time, and, in the case of the Company Options, Subsidiary Rollover Options and Company Warrant, the exercise price thereof, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (b) the number of shares of Class A Common Stock that will be subject to each Rollover Option and the exercise price of each such Rollover Option at the Effective Time, in each case, determined in accordance with Section 2.5, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (c) the portion of the Transaction Share Consideration allocated to each Company Stockholder pursuant to Section 2.1(b)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (d) the portion of the Contingent Consideration allocated to each Company Stockholder, in the event that any Contingent Consideration becomes payable, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, and (e) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a), (b), (c) and (d) of this Section 2.4 are, and will be as of immediately prior to the Effective Time, (i) is true and will be correct in all respects, and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company, the Company Shareholder Agreements and applicable LawLaws and, (ii) does and will set forth (A) in 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 portion of the Closing Merger Consideration and the Contingent Merger Consideration that would be allocated to each Pre-Closing Holder (assuming, for such purpose, that the Contingent Merger Consideration is fully earned), (D) with respect to each Pre-Closing Holder case of Company Options, the number of Rotor Common Shares subject to, Company Equity Plan and the exercise price per Rotor Common Share of, each Rotor Option, (E) any applicable grant or similar agreement with respect to each Pre-Closing Holder any such Company Option and, in the case of Company Restricted Stock Awardsthe Subsidiary Rollover Options, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Award, Subsidiary Equity Plan and (F) any applicable grant or similar agreement with respect to each Pre-Closing Holder any such Subsidiary Rollover Option and, in the case of the Company Restricted Stock Unit AwardsWarrant, the terms of the applicable warrant agreement. The Company will review any comments to the Allocation Schedule provided by Priveterra or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by P▇▇▇▇▇▇▇▇▇ or any of its Representatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of Rotor shares of Class A Common Shares subject Stock that each Company Stockholder will have a right to each Adjusted Restricted Stock Unit Award, and (iiireceive pursuant to Section 2.1(b)(vii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Notwithstanding anything in this Agreement rounded down to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule, Rotor and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), 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 (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (and, on and after the Closing, the Surviving Corporation and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Total Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth in such Allocation Schedulenearest whole share.

Allocation Schedule. The Company acknowledges and agrees that (ia) the Closing Merger Consideration is being allocated among the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among the holders of Company Common Shares as of immediately No later than five (5) Business Days prior to the Closing (including, for the avoidance of doubtDate, the holders of Company Restricted Stock Awards), in each case pursuant shall deliver to Acquiror (and Acquiror shall thereafter deliver to the Exchange Agent) an allocation schedule set forth on Section 2.2(f(including the Earnout Shares) of the Company Schedules (the “Allocation Schedule”) and delivered by the Company to Rotor at least three (3) Business Days prior to the anticipated Closing Date and such allocation setting forth (i) is and will be in accordance with the Governing Documents number of the Company, shares of Company Common Stock (including Company Restricted Stock) held by each Company Stockholder after giving effect to the Company Shareholder Agreements SAFE Conversions and applicable Lawthe number of shares of Company Common Stock subject to each Company Option held by each holder thereof and the exercise price thereof and each Exchanged Company Restricted Stock, (ii) does the number of shares of Acquiror Common Stock that will be subject to each Exchanged Company Option and will set forth (Athe exercise price thereof at the First Effective Time, in each case as determined under Section 2.08(a) the mailing addresses and email addresses, for each Pre-Closing Holder2.08(b), (B) the number and class of Equity Securities owned by each Pre-Closing Holder, (Ciii) the portion of the Closing Merger Consideration and (including the Contingent Merger Consideration that would be Earnout Shares) allocated to each Pre-Closing Holder Company Stockholder, determined by multiplying the number of shares of Company Common Stock held by such Company Stockholder immediately prior to the First Effective Time by the Per Share Consideration, (assumingiv) the portion of the Merger Consideration (including the Earnout Shares) allocated to each Company Stockholder, for determined by multiplying the number of shares of Company Common Stock (or equivalents thereof) held by such purposeCompany Stockholder immediately prior to the First Effective Time by the Per Share Consideration, and (v) a certification, duly executed by an authorized officer of the Company, that the Contingent Merger Consideration information delivered in the Allocation Schedule is fully earned)and, (D) with respect as of immediately prior to each Pre-Closing Holder of Company Optionsthe First Effective Time, the number of Rotor Common Shares subject to, will be true and the exercise price per Rotor Common Share of, each Rotor Option, (E) with respect to each Pre-Closing Holder of Company Restricted Stock Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Award, and (F) with respect to each Pre-Closing Holder of Company Restricted Stock Unit Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Unit Award, and (iii) is and will otherwise be accurate correct in all respects (except for de minimis inaccuracies that are not material). Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the last sentence of this Section 2.06. The Company will review any comments to the Allocation Schedule provided by Acquiror or any of its Representatives and consider in good faith any reasonable comments proposed by Acquiror or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) the aggregate number of shares of Acquiror Common Stock that each Company Stockholder will have a right to receive pursuant to the Allocation Schedule as of the First Effective Time will be rounded down to the nearest whole share, (y) in no event shall the aggregate number of shares of Acquiror Common Stock set forth on the Allocation Schedule that are allocated in respect of Company Common Stock and Company Options or that are issuable hereunder as of the Closing Date exceed the Merger Consideration (including the Earnout Shares) and (z) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Company Organizational Documents, the Company Stock Plan or any other Contract to which the Company is a party or bound. (b) Acquiror, 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 Allocation Schedule. None of Acquiror, Rotor and its the Exchange Agent nor their respective Affiliates or Representatives shall have any Liability to any Company Stockholder or any of its Affiliates for relying on the Allocation Schedule. Except with Acquiror’s written consent (which consent shall not be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (other than with respect to the Contingent Merger Considerationunreasonably withheld, if any, which shall be payable in accordance with Section 2.6conditioned or delayed), and none of them shall have (I) any further obligations the Allocation Schedule may not be modified after delivery to Acquiror except pursuant to a written instruction from the Company, any Pre-Closing Holder or any other Person with respect to certification from an authorized representative of the payment of any consideration under this Agreement (other than with respect to Company that such modification is true and correct. Acquiror, the Contingent Merger Consideration, if any, which Exchange Agent and their respective Affiliates and Representatives shall be payable in accordance with Section 2.6)entitled to rely, without any independent investigation or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (andinquiry, on and after the Closing, the Surviving Corporation and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Total Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth in such modified Allocation Schedule.

Allocation Schedule. The Company acknowledges and agrees that No later than five (i5) the Closing Merger Consideration is being allocated among the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among the holders of Company Common Shares as of immediately Business Days prior to the Closing (including, for the avoidance of doubtDate, the holders of Company Restricted Stock Awards), in each case pursuant shall deliver to the SPAC an allocation schedule set forth on Section 2.2(f) of the Company Schedules (the “Allocation Schedule”) setting forth (a) (i) the number of Equity Securities held by each Company Stockholder, (ii) the number of shares of Company Common Stock to be issued and delivered by the Company to Rotor at least three (3) Business Days outstanding as of immediately prior to the anticipated Closing Date Effective Time pursuant to outstanding convertible instruments in accordance with the terms thereof, (iii) the number of shares of Company Common Stock subject to each Company Option held by each holder thereof, including whether each such Company Option will be a Vested Company Option or an Unvested Company Option and the exercise price thereof, (iv) the number of shares of Company Preferred Stock subject to a Warrant, including the exercise price thereof, and (v) the number of shares of Company Common Stock subject to Company Preferred Stock, (b) the number of shares of Class A Common Stock that will be subject to each Rollover Option and Rollover Warrant and the exercise price of each such allocation Rollover Option and Rollover Warrant at the Effective Time, in each case, determined in accordance with Section 2.5, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (c) the portion of the Merger Consideration allocated to each Company Stockholder pursuant to Section 2.1(a)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereof, and (d) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a), (b) and (c) are, and will be as of immediately prior to the Effective Time, (i) is true and will be correct in all respects, and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company, the Company Shareholder Agreements and applicable LawLaws and, (ii) does and will set forth (A) in 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 portion of the Closing Merger Consideration and the Contingent Merger Consideration that would be allocated to each Pre-Closing Holder (assuming, for such purpose, that the Contingent Merger Consideration is fully earned), (D) with respect to each Pre-Closing Holder case of Company Options, the number of Rotor Common Shares subject to, Company Equity Plan and the exercise price per Rotor Common Share of, each Rotor Option, (E) any applicable grant or similar agreement with respect to each Pre-Closing Holder any such Company Option. The Company will review any comments to the Allocation Schedule provided by SPAC or any of Company Restricted Stock Awardsits Representatives and consider in good faith and incorporate any reasonable comments proposed by SPAC or any of its Representatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of Rotor shares of Class A Common Shares subject Stock that each Company Stockholder will have a right to each Adjusted Restricted Stock Award, and (Freceive pursuant to Section 2.1(a)(vii) with respect to each Pre-Closing Holder of Company Restricted Stock Unit Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Unit Award, and (iii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Notwithstanding anything in this Agreement rounded down to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule, Rotor and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), 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 (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.6), or (II) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (and, on and after the Closing, the Surviving Corporation and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Total Merger Consideration, as the case may be, among each Pre-Closing Holder as set forth in such Allocation Schedulenearest whole share.