Common use of Allocation Schedule Clause in Contracts

Allocation Schedule. The Company acknowledges and agrees that the Total Share Consideration is being allocated among the Company Stockholders pursuant to the schedule set forth on Schedule 1.3(k) (the “Allocation Schedule”). The Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to Parent at least three (3) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the allocation among the Company Stockholders shown thereof is and will be in accordance with the Charter Documents of the Company and applicable Law. In addition, the Allocation Schedule (A) does and will set forth (1) the mailing addresses and email addresses for each Pre-Closing Holder, (2) the number and class of 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, (3) the number of shares of Parent Class A Common Stock allocated to each Company Stockholder, (4) with respect to each Pre-Closing Holder of Company Stock Options, the number of shares of Parent Class A Common Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Substitute Option, (5) with respect to each Pre-Closing Holder of Company Warrants, the number of shares of Parent Class A Common Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Substitute Warrant, and (6) with respect to each Pre-Closing Holder of Company RSUs, the number of shares of Parent Class A Common Stock subject to each Substitute RSU, and (B) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Parent shall be entitled to conclusively rely on the Allocation Schedule (as updated prior to the Closing Date), and neither Parent nor its Affiliates shall have any Liability with respect to the allocation of the 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.

Allocation Schedule. The Company acknowledges and agrees that the Total Share Consideration is being allocated among the Company Stockholders pursuant to the schedule set forth on Schedule 1.3(k(a) At least five (the “Allocation Schedule”). The Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to Parent at least three (35) Business Days prior to the anticipated Closing Date. In each case, SPAC shall deliver to the Company agrees that an allocation schedule (the “SPAC Allocation Schedule”) setting forth (i) the number of SPAC Class A Shares, SPAC Class B Shares and SPAC Warrants held by each holder, (ii) such holder’s name and address, and (iii) the allocation of the SPAC Merger Consideration among the holders of SPAC Class A Shares, SPAC Class B Shares and SPAC Warrants. SPAC will review any comments to the SPAC Allocation Schedule provided by the Company Stockholders shown thereof is or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by the Company or any of its Representatives. (b) Notwithstanding the foregoing or anything to the contrary herein, (i) the aggregate number of NewPubco Ordinary Shares that each SPAC Shareholder will have a right to receive (or NewPubco Warrants to be issued to each SPAC Shareholder in respect of any other Equity Securities of SPAC prior to the Closing) under this Agreement will be in accordance with rounded to the Charter Documents nearest whole share, and (ii) NewPubco and the Company will be entitled to rely upon the SPAC Allocation Schedule for purposes of allocating NewPubco Ordinary Shares to the SPAC Shareholders and the conversion of the SPAC Warrants into the Assumed SPAC Warrants pursuant to Section 2.6. (c) At least five (5) Business Days prior to the Closing Date, Company shall deliver to SPAC an allocation schedule (the “Company Allocation Schedule”) setting forth (i) the number of Company Ordinary Shares, Company Options and Company RSUs held by each holder, (ii) such holder’s name and address, (iii) the allocation of the Company and applicable Law. In addition, Exchange Consideration among the Allocation Schedule (A) does and will set forth (1) the mailing addresses and email addresses for each Pre-Closing Holder, (2) the number and class holders of Company Common Stock Ordinary Shares, and (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, (3iv) the number of shares of Parent Class A Common Stock allocated NewPubco Ordinary Shares that will be subject to each Assumed Company StockholderOption and Assumed Company RSU, which shall be determined in accordance with Section 2.2(a)(ii) and Section 2.2(a)(iii). The Company will review any comments to the Company Allocation Schedule provided by SPAC or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by SPAC or any of its Representatives. (d) Notwithstanding the foregoing or anything to the contrary herein, (4i) with respect to each Pre-Closing Holder of Company Stock Options, the aggregate number of shares of Parent Class A Common Stock subject to, and NewPubco Ordinary Shares that each Company Shareholder will have a right to receive under this Agreement will be rounded to the exercise price per share of Parent Class A Common Stock of, each Substitute Option, (5) with respect to each Pre-Closing Holder of Company Warrants, the number of shares of Parent Class A Common Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Substitute Warrantnearest whole share, and (6ii) with respect NewPubco and SPAC will be entitled to each Pre-Closing Holder rely upon the Company Allocation Schedule for purposes of allocating NewPubco Ordinary Shares to the Company Shareholders and the conversion of the Company Options and Company RSUs into the Assumed Company Option and Assumed Company RSUs, the number of shares of Parent Class A Common Stock subject pursuant to each Substitute RSU, and (B) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not materialSection 2.2(a). Parent shall be entitled to conclusively rely on the Allocation Schedule (as updated prior to the Closing Date), and neither Parent nor its Affiliates shall have any Liability with respect to the allocation of the 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.

Allocation Schedule. The Company acknowledges and agrees that the Total Share Cash Merger Consideration is and Securities Merger Consideration are being allocated among the Company Stockholders pursuant to the schedule set forth on Schedule 1.3(k3.1(i) (the “Allocation Schedule”). The Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to Parent Acquiror at least three (3) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the allocation among the Company Stockholders shown thereof is and will be in accordance with the Charter Governing Documents of the Company and applicable Law. In addition, the Allocation Schedule (Ai) does and will set forth (1A) the mailing addresses number, class and email addresses for each Pre-Closing Holder, (2) the number and class series of Company Common Stock (giving effect to the Company Preferred Stock Conversion), Company Preferred Capital Stock, Company Stock Options, Company Warrants, Options and/or Company RSUs Warrants owned by each Pre-Closing Holder, (3B) the number of shares of Parent Class A Domesticated Acquiror Common Stock allocated to each Company Stockholder, (4C) the portion of the Cash Merger Consideration, if any, allocated to each Company Stockholder, (D) with respect to each Pre-Closing Holder of Company Stock Options, the number of shares of Parent Class A Domesticated Acquiror Common Stock subject to, and the exercise price per share of Parent Class A Domesticated Acquiror Common Stock of, each Substitute Option, and (5E) with respect to each Pre-Closing Holder of Company Warrants, the number of shares of Parent Class A Domesticated Acquiror Common Stock subject to, and the exercise price per share of Parent Class A Domesticated Acquiror Common Stock of, each Substitute Warrant, and (6) with respect to each Pre-Closing Holder of Company RSUs, the number of shares of Parent Class A Common Stock subject to each Substitute RSU, and (Bii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Parent Acquiror shall be entitled to conclusively rely on the Allocation Schedule (as updated prior to the Closing Date), and neither Parent Acquiror nor its Affiliates shall have any Liability liability with respect to the allocation of the Total Share Cash Merger Consideration or Securities Merger Consideration among the Company Stockholders or the calculation of the number of shares of Parent Class A Domesticated Acquiror Common Stock subject to, or the exercise price per share of Parent Class A Domesticated Acquiror Common Stock of (as applicable), Substitute Options, Options and Substitute Warrants and Substitute RSUs under this Agreement.

Allocation Schedule. The Company acknowledges and agrees that (a) No later than five (5) Business Days prior to the Total Share Consideration is being allocated among Closing Date, the Company Stockholders pursuant shall deliver to Acquiror (and Acquiror shall thereafter deliver to the Exchange Agent) an allocation schedule set forth on Schedule 1.3(k(including the Earnout Shares) (the “Allocation Schedule”). The Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to Parent at least three (3) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the allocation among the Company Stockholders shown thereof is and will be in accordance with the Charter Documents of the Company and applicable Law. In addition, the Allocation Schedule (A) does and will set setting forth (1) the mailing addresses and email addresses for each Pre-Closing Holder, (2) the number and class of 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, (3i) the number of shares of Parent Class A Company Common Stock (including Company Restricted Stock) held by each Company Stockholder after giving effect to the Company SAFE Conversions and the 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) the number of shares of Acquiror Common Stock that will be subject to each Exchanged Company Option and the exercise price thereof at the First Effective Time, in each case as determined under Section 2.08(a) and 2.08(b), (iii) the portion of the Merger Consideration (including the Earnout Shares) allocated to each Company Stockholder, (4) with respect to each Pre-Closing Holder of Company Stock Options, determined by multiplying the number of shares of Parent Class A Company Common Stock subject to, and held by such Company Stockholder immediately prior to the exercise price per share of Parent Class A Common Stock of, each Substitute OptionFirst Effective Time by the Per Share Consideration, (5iv) with respect the portion of the Merger Consideration (including the Earnout Shares) allocated to each Pre-Closing Holder of Company WarrantsStockholder, determined by multiplying the number of shares of Parent Class A Company Common Stock subject to, and (or equivalents thereof) held by such Company Stockholder immediately prior to the exercise price per share of Parent Class A Common Stock of, each Substitute WarrantFirst Effective Time by the Per Share Consideration, and (6v) a certification, duly executed by an authorized officer of the Company, that the information delivered in the Allocation Schedule is and, as of immediately prior to the First Effective Time, will be true and correct in all respects and in accordance with respect the last sentence of this Section 2.06. The Company will review any comments to each Pre-Closing Holder the Allocation Schedule provided by Acquiror or any of Company RSUsits 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 Parent Class A Acquiror Common Stock subject that each Company Stockholder will have a right to each Substitute RSUreceive 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 (Bz) 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 will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Parent their respective Affiliates and Representatives shall be entitled to conclusively rely rely, without any independent investigation or inquiry, on the names, amounts and other information set forth in the Allocation Schedule (as updated prior to Schedule. None of Acquiror, the Closing Date), and neither Parent Exchange Agent nor its 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 respect Acquiror’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Allocation Schedule may not be modified after delivery to Acquiror except pursuant to a written instruction from the allocation Company, with certification from an authorized representative of the Total Share Consideration among Company that such modification is true and correct. Acquiror, the Company Stockholders Exchange Agent and their respective Affiliates and Representatives shall be entitled to rely, without any independent investigation or the calculation of the number of shares of Parent Class A Common Stock subject toinquiry, or the exercise price per share of Parent Class A Common Stock of (as applicable), Substitute Options, Substitute Warrants and Substitute RSUs under this Agreementon such modified Allocation Schedule.

Allocation Schedule. The Company acknowledges and agrees that (a) No later than five (5) Business Days prior to the Total Share Consideration is being allocated among Closing Date, the Company Stockholders pursuant shall deliver to Prospector and Newco (and Newco shall thereafter deliver to the Exchange Agent) an allocation schedule set forth on Schedule 1.3(k) (the “Allocation Schedule”). The Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to Parent at least three (3) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the allocation among the Company Stockholders shown thereof is and will be in accordance with the Charter Documents of the Company and applicable Law. In addition, the Allocation Schedule (A) does and will set setting forth (1) the mailing addresses and email addresses for each Pre-Closing Holder, (2i) the number and class designation of Amalco Shares and Amalco Warrants, including Amalco Vesting Sponsor Warrants, held by each Prospector Shareholder after giving effect to the Prospector Amalgamation, (ii) the number of Company Common Stock (Shares held by each Company Shareholder after giving effect to the Company Preferred Stock Conversion), Share Conversion and the number of Company Preferred Stock, Shares subject to each Company Stock Options, Company Warrants, and/or Company RSUs owned Equity Award held by each Preholder thereof and, in the case of each Company M-Closing HolderOption, the exercise price thereof, (3iii) the number of shares Amalco Common Shares and Amalco Earnout Special Shares that will be subject to each Rollover Equity Award, (iv) the portion of Parent Class A Common Stock the Exchange Consideration allocated to each Company StockholderShareholder determined in the manner determined under the Plan of Arrangement, (4v) with respect to each Pre-Closing Holder of Company Stock Options, the number and designation of shares of Parent Class A Common Stock subject toSurviving Company Warrants including Surviving Company Vesting Sponsor Warrants, and held by each Investor, as applicable, after giving effect to the exercise price per share of Parent Class A Common Stock of, each Substitute OptionCompany Amalgamation, (5vi) with respect to each Pre-Closing Holder of Company Warrants, the number and designation of shares of Parent Class A Common Stock subject toSurviving Company Shares, Rollover Equity Awards and Surviving Company Warrants including Surviving Company Vesting Sponsor Warrants held by each holder thereof, after giving effect to the exercise price per share of Parent Class A Common Stock of, each Substitute WarrantCompany Amalgamation, and (6vii) a certification, duly executed by an authorized officer of the Company, that the information delivered pursuant to clauses (i), (ii), (iii), (iv), (v) and (vi) is, and will be as of immediately prior to the Arrangement Effective Time, true and correct in all respects and in accordance with respect the last sentence of this Section 2.3(a). The Company will review any comments to each Pre-Closing Holder the Allocation Schedule provided by Prospector or any of Company RSUsits Representatives and consider and incorporate in good faith any reasonable comments proposed by Prospector or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares Amalco Shares that each Company Shareholder or Prospector Shareholder will have a right to receive pursuant to the Plan of Parent Class A Common Stock subject Arrangement will be rounded down to each Substitute RSUthe nearest whole share, and (B) is and will otherwise be accurate in all respects (except for de minimis inaccuracies no event shall the aggregate number of Amalco Shares set forth on the Allocation Schedule that are not material). Parent allocated in respect of Company Shares and Company Equity Awards exceed the Exchange Consideration and (C) the Allocation Schedule (and the calculations or determinations therein) shall be prepared in accordance with any applicable Law, the Governing Documents of the Company, the Company Shareholders Agreement, the Company Equity Plan and any other Contract to which the Company is a party or bound to the extent applicable thereto. (b) Prospector, the Exchange Agent and their respective Affiliates and Representatives shall be entitled to conclusively rely rely, without any independent investigation or inquiry, on the names, amounts, and other information set forth in the Allocation Schedule. None of Prospector, the Exchange Agent and their respective Affiliates or Representatives shall have any liability to any Company Shareholder or any of its Affiliates for relying on the Allocation Schedule. Except with Prospector’s consent, the Allocation Schedule (as updated prior may not be modified after delivery to Prospector and Newco except pursuant to a written instruction from the Closing Date)Company, and neither Parent nor its Affiliates shall have any Liability with respect to the allocation certification from an authorized representative of the Total Share Consideration among Company that such modification is true and correct. Prospector, the Company Stockholders Exchange Agent and their respective Affiliates and Representatives shall be entitled to rely, without any independent investigation or the calculation of the number of shares of Parent Class A Common Stock subject toinquiry, or the exercise price per share of Parent Class A Common Stock of (as applicable), Substitute Options, Substitute Warrants and Substitute RSUs under this Agreementon such modified Allocation Schedule.

Allocation Schedule. The Company acknowledges and agrees that At least five (5) Business Days prior to the Total Share Consideration is being allocated among Closing, the Company Stockholders pursuant shall deliver to the Pathfinder an allocation schedule set forth on Schedule 1.3(k) (the “Allocation Schedule”). The Allocation Schedule reflects ) setting forth (a) (i) the information therein 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 date hereof and will be updated and delivered by the Company to Parent at least three (3) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the allocation among the Company Stockholders shown thereof is and will be in accordance with the Charter Documents of the Company and applicable Law. In addition, the Allocation Schedule (A) does and will set forth (1) the mailing addresses and email addresses for each Pre-Closing HolderReorganization pursuant to Section 1.1(b)(i), (2ii) the number and class of Equity Securities of Parent held by each Parent Equityholder, as well as, in the 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 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 Stock (giving effect Shares to be distributed to each Vested Parent Equityholder by the Company Preferred Stock Conversion), Company Preferred Stock, Company Stock Options, Company Warrants, and/or Company RSUs owned by each Parent as part of the Pre-Closing HolderReorganization 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, (3c) 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 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 Class A Common Stock allocated 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 Company Stockholdershare of Rollover Restricted Stock and each Rollover RSU, as well as the exchange ratio on which such calculations are based, (4h) 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 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 the Company, that the information and calculations delivered pursuant to clauses (a) through (h) are, and will be, in the case of clauses (a), (b) and (h), as of the time of the consummation of the Pre-Closing Reorganization and, in the cases of clauses (c), (d), (e), (f), (g) and (h), as of immediately prior to the Effective Time, true and correct in all respects and 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 Pre-Closing Holder such Parent Equity Award or Company Equity Award, as applicable, and, in the case of Company Stock Optionsany 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 shares of Parent Class A Common Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Substitute Option, (5) with respect to each Pre-Closing Holder of Company Warrants, the number of shares of Parent Class A Common Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Substitute Warrant, and (6) with respect to each Pre-Closing Holder of Company RSUs, the number of shares of Parent Class A Common Stock subject to each Substitute RSU, and (B) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Parent shall be entitled to conclusively rely Pathfinder Shares set forth on the Allocation Schedule to be received or otherwise allocated to the Vested Parent Equityholders (as updated and/or to be received or otherwise allocated in respect of any other vested Equity Securities of Parent or the Company prior to the Closing) exceed (A) the Transaction Share Consideration minus (B) the 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 (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 Dateor 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 Equity Value (based on the Pathfinder Common Share Value), minus (II) the value of any 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 neither Rollover RSUs received in respect of such Unvested Parent nor its Affiliates Equity Awards and Unvested Company Equity Awards pursuant to Section 1.4(c)) shall have any Liability with respect not be included as part of the Transaction Share Consideration and shall, to the allocation of the 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 applicableextent provided in Section 1.4(c), Substitute Options, Substitute Warrants instead be converted into comparable equity awards in Pathfinder and Substitute RSUs constitute awards issued under this Agreementthe Pathfinder Post-Closing Incentive Equity Plans.

Allocation Schedule. The Company acknowledges and agrees that No later than five Business Days prior to the Total Share Consideration is being allocated among Closing Date, the Company Stockholders pursuant shall deliver to the Acquiror an allocation schedule set forth on Schedule 1.3(k) (the “Allocation Schedule”). The Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to Parent at least three ) setting forth: (3a) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the allocation among the Company Stockholders shown thereof is and will be in accordance with the Charter Documents of the Company and applicable Law. In addition, the Allocation Schedule (A) does and will set forth (1) the mailing addresses and email addresses for each Pre-Closing Holder, (2) the number and class of 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, (3i) the number of shares of Parent Class A 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 entitled under the terms of the Pixel Labs Merger Agreement, (ii) the number of shares of Company Common Stock subject to each Company Award held by each holder thereof, and (iii) in the case of the Company Options, the exercise price thereof, (b) the portion of the Aggregate Merger Consideration allocated to each holder of Company StockholderCommon Stock or Consideration Share Entitlement pursuant to Section 3.1(b), and (c) on a holder-by-holder basis and award-by-award basis, (4i) each Acquiror Option that will be outstanding as of the Closing, and, with respect to each Pre-Closing Holder of Company Stock Optionssuch Acquiror Option, the number of shares of Parent Acquiror Post-Merger Class A B Common Stock subject to, issuable upon exercise of such Acquiror Option and the exercise price per share of Parent Class A Common Stock of, each Substitute such Acquiror Option, (5ii) with respect to each Pre-Adjusted Restricted Stock Award that will be outstanding as of the Closing Holder of Company Warrants, and the number of shares of Parent Acquiror Post-Merger Class A B Common Stock subject toto such Adjusted Restricted Stock Award, (iii) each Adjusted RSU that will be outstanding as of the Closing and the exercise price per share of Parent Class A Common Stock of, each Substitute Warrant, and (6) with respect to each Pre-Closing Holder of Company RSUs, the number of shares of Parent Acquiror Post-Merger Class A B Common Stock subject to each Substitute such Adjusted RSU, and (B) is and in each case, 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). Parent shall be entitled review any comments to conclusively rely on the Allocation Schedule (as updated prior provided by Acquiror and consider in good faith and incorporate any reasonable comments proposed by Acquiror to the Closing Date), and neither Parent nor its Affiliates shall have any Liability with respect to the allocation of the 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 Agreementcorrect inaccuracies.

Allocation Schedule. The Company acknowledges and agrees that (a) No later than five (5) Business Days prior to the Total Share Consideration is being allocated among Closing Date, the Company Stockholders pursuant shall deliver to SPAC (and SPAC shall thereafter deliver to the Exchange Agent) an allocation schedule set forth on Schedule 1.3(k) (the “Allocation Schedule”). The Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to Parent at least three ) setting forth: (3) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the allocation among the Company Stockholders shown thereof is and will be in accordance with the Charter Documents of the Company and applicable Law. In addition, the Allocation Schedule (A) does and will set forth (1) the mailing addresses and email addresses for each Pre-Closing Holder, (2) the number and class of 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, (3i) the number of shares Company Shares held by each Company Shareholder, the number of Parent Class A Company Common Stock allocated Shares subject to each Company StockholderOption held by each holder thereof and the exercise price 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; (4ii) (A) the number of TopCo Common Shares that will be subject to each Rollover Option and Rollover RSU, which shall be determined in accordance with Section 2.3(d), and (B) with respect to each Pre-Closing Holder of Company Stock Rollover Options, the exercise price thereof at the Share Exchange Effective Time, which shall be determined in accordance with Section 2.3(d); (iii) the portion of the Company Shareholder Transaction Consideration allocated to each holder of Company Shares, determined by multiplying the number of shares Company Shares held by such Company Shareholder immediately prior to the Share Exchange Effective Time by the Exchange Ratio; (iv) the number of Parent TopCo Class A Earnout Shares and TopCo Class B Earnout Shares allocated to each holder of Company Shares, including the Company Bonus Shares, in each case determined by multiplying the number of Company Common Stock subject toShares held by such Company Shareholder immediately prior to the Share Exchange Effective Time by the Company Earnout Ratio; (v) the number of TopCo Common Shares to be issued in satisfaction of the ANF Purchase Consideration Shares and the Convertible Loan PIK Interest Shares; (vi) (A) the number of Assumed Warrants that will be outstanding as of the consummation of the Share Exchange, and the exercise price per share of Parent Class A Common Stock of, each Substitute Option, (5) with respect to each Pre-Closing Holder of Company such Assumed Warrants, the number of shares TopCo Common Shares issuable upon exercise of Parent Class A Common Stock subject to, such Assumed Warrants and the exercise price per share of Parent Class A Common Stock ofsuch Assumed Warrants, in each Substitute Warrant, and (6case calculated in accordance with Section 2.3(c) with respect to each Pre-Closing Holder of Company RSUs, the number of shares of Parent Class A Common Stock subject to each Substitute RSU, and (B) is the number of TopCo Class A Earnout Shares and TopCo Class B Earnout Shares to be allocated to each holder of Assumed Warrants upon exercise of such Assumed Warrants in accordance with Section 2.8, in each case determined by multiplying the number of Company Common Shares subject to the relevant Company Warrant immediately prior to the Share Exchange Effective Time by the Company Earnout Ratio; and (vii) a certification, duly executed by an authorized officer of the Company, that the information delivered pursuant to clauses (i), (ii), (iii), (iv), (v) and (vi) is, and will otherwise be accurate as of immediately prior to the Share Exchange or the Share Exchange Effective Time, as applicable, true and correct in all respects and in accordance with the last sentence of this Section 2.5. 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 (except for de minimis inaccuracies 1) the aggregate number of TopCo Common Shares set forth on the Allocation Schedule that are not material). Parent allocated in respect of the equity securities of the Company (assuming exercise of the Company In-The-Money Vested Options and the Company In-The-Money Warrants on a cashless basis) exceed the Company Shareholder Transaction Consideration and (2) the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Option Plan, the Company RSU Plan or any other Contract to which the Company is a party or bound. (b) SPAC, the Exchange Agent and their respective Affiliates and Representatives shall be entitled to conclusively rely rely, without any independent investigation or inquiry, on the names, amounts, and other information set forth in the Allocation Schedule. None of SPAC, the Exchange Agent and their respective Affiliates or Representatives shall have any liability to any Company Shareholder or any of its Affiliates for relying on the Allocation Schedule. Except with SPAC’s written consent, the Allocation Schedule (as updated prior may not be modified after delivery to SPAC except pursuant to a written instruction from the Closing Date)Company, and neither Parent nor its Affiliates shall have any Liability with respect to the allocation certification from an authorized Representative of the Total Share Consideration among Company that such modification is true and correct. SPAC, the Company Stockholders Exchange Agent and their respective Affiliates and Representatives shall be entitled to rely, without any independent investigation or the calculation of the number of shares of Parent Class A Common Stock subject toinquiry, or the exercise price per share of Parent Class A Common Stock of (as applicable), Substitute Options, Substitute Warrants and Substitute RSUs under this Agreementon such modified Allocation Schedule.

Allocation Schedule. The Company acknowledges and agrees that At least five (5) Business Days prior to the Total Share Consideration is being allocated among Closing Date, the Company Stockholders pursuant shall deliver to the DAAQ an allocation schedule set forth on Schedule 1.3(k) (the “Allocation Schedule”). The Allocation Schedule reflects ) setting forth (i) its good faith calculation of the information therein Equity Value (including the Company’s good faith calculation of the Company’s Indebtedness and unrestricted cash, in each case, as of the date hereof and will be updated and delivered by the Company to Parent at least three (3) Business Days prior to the anticipated Closing Date. In each case), (ii) its good faith calculation of the Merger Consideration, the Company agrees that the allocation among the Company Stockholders shown thereof is and will be in accordance with the Charter Documents of the Company and applicable Law. In additionAggregate Class A Preference Amount, the Allocation Schedule (A) does Per Share Participating Equity Value, the Per Class B Share Stock Consideration, and will set forth (1) the mailing addresses and email addresses for each Pre-Closing HolderPer Class A Share Stock Consideration, (2iii) the number and class of Company Common Stock Shares held by each Company Shareholder, (giving effect to iv) the number, type (e.g., Company Preferred Stock ConversionOption 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 Preferred Stock, Company Stock Options, Company Warrants, and/or Company RSUs owned Equity Awards held by each Pre-Closing HolderCompany Shareholder, (3v) the number of shares 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 Parent Class A Common Stock the Merger Consideration allocated to each Company StockholderEquity Award and each Company Coverage Warrant pursuant to Section 3.3 and Section 3.4, respectively, and the 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, (4vii) 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 (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 Effective Time, (A) 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 Pre-Closing Holder Company Equity Award. The Company will review any comments to the Allocation Schedule provided by DAAQ or any of Company Stock Optionsits 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 shares of Parent Class A Common Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Substitute Option, (5) with respect to each Pre-Closing Holder of Company Warrants, the number of shares of Parent Class A Common Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Substitute Warrant, and (6) with respect to each Pre-Closing Holder of Company RSUs, the number of shares of Parent Class A Common Stock subject to each Substitute RSU, and (B) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Parent shall be entitled to conclusively rely PubCo Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (as updated prior or, for the avoidance of doubt, the Company Shareholders) exceed the Merger Consideration and (y) DAAQ and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Closing Date)Company Shareholders under this Agreement or under the Exchange Agent Agreement, and neither Parent nor its Affiliates shall have any Liability with respect to the allocation of the 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.

Allocation Schedule. The Company acknowledges and agrees that (a) Attached hereto as Annex A is a schedule, prepared by the Total Share Consideration is being allocated among Company, executed by an authorized officer of the Company Stockholders pursuant to the schedule set forth on Schedule 1.3(k) (the “Allocation Schedule”). The Allocation Schedule reflects ) setting forth the information therein equity capitalization of the Company as of the date hereof hereof, and will be updated and delivered by as of the Company to Parent at least three (3) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the allocation among the Company Stockholders shown thereof is and will be in accordance with the Charter Documents of the Company and applicable Law. In additionincluding, the Allocation Schedule (A) does and will set forth (1) the mailing addresses and email addresses for each Pre-Closing Company Equity Holder, (2i) the name and email address of such holder, (ii) the number and class or series of Company Common Stock (giving effect to the Company Stock, Preferred Stock Conversion), Company Preferred Stock, Company Stock Options, Company Warrants, and/or Company RSUs owned Options held by each Pre-Closing Holder, such holder (3) and in the number case of shares of Parent Class A Common Stock allocated to each Company Stockholder, (4) with respect to each Pre-Closing Holder of Company Stock Optionsan Option, the number of shares of Parent Class A Common Stock subject tounderlying the applicable Option, whether such Option is an Incentive Stock Option or a nonstatutory stock option, and the exercise price per share of Parent Class A Common Stock of, each Substitute Option(or deemed exercise price) thereof), (5iii) his, her or its Applicable Percentage, (iv) with respect to each Pre-Closing Holder of Company Warrants, the number of shares of Parent Class A Common Stock subject to, Options and the exercise price per share of Parent Class A Common Stock of, each Substitute Warrant, and (6) with respect to each Pre-Closing Holder of Company RSUs, the number of shares of Parent Class A Common Stock 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 Substitute RSUthe Allocation Schedule after the date hereof, and (B) is if any adjustments are made to the Allocation Schedule by the Company at Parent’s request prior to the Closing, such adjusted Allocation Schedule shall thereafter become the Allocation Schedule for all purposes of this Agreement. The Allocation Schedule and will otherwise the calculations and determinations contained therein shall be accurate prepared in all respects (except for de minimis inaccuracies that are not material)accordance with the Company’s Organizational Documents, the DGCL and the applicable definitions contained in this Agreement. Parent Each of Parent, Borrower and the Merger Subs shall be entitled to conclusively rely on (without any duty of inquiry) upon the Allocation Schedule, the Letter of Transmittal and the Accredited Investor Questionnaire, if applicable, that shall be required to 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 claims that the Allocation Schedule (as updated prior to did not accurately reflect the Closing Date), and neither Parent nor its Affiliates shall have any Liability with respect to the allocation terms of the 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 AgreementCompany’s Organizational Documents.

Allocation Schedule. The Company acknowledges and agrees that the Total Share Consideration is being allocated among the Company Stockholders pursuant to the schedule set forth on Schedule 1.3(k) (the “Allocation Schedule”). The Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to Parent at least No later than three (3) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that shall deliver to Longview an allocation schedule (the allocation among the Company Stockholders shown thereof is and will be in accordance with the Charter Documents of the Company and applicable Law. In addition, the “Allocation Schedule (ASchedule”) does and will set setting forth (1) the mailing addresses and email addresses for each Pre-Closing Holder, (2a) the number and class of Company Common Stock (giving effect to the Company Preferred Stock Conversion), Company Preferred Stock, Company Stock Options, Company Warrants, and/or Company RSUs owned held by each Pre-Closing Holder, (3) the number of shares of Parent Class A Common Stock allocated to each Company Stockholder, (4b) with respect to each Pre-Closing Holder the number of Company Stock Optionssubject to each Company Option and Company RSU held by each holder thereof, as well as whether each such Company Option will be a Vested Company Option or an Unvested Company Option as of immediately prior to the number of shares of Parent Class A Common Stock subject to, Effective Time and the exercise price per share thereof, (c) the outstanding amount of Parent each Convertible Note and the holder thereof, (d) the number of Longview Class A Common Stock, New Longview Class B Common Stock ofand Rollover Awards to be allocated to each holder at the Effective Time and (e) a certification, each Substitute Optionduly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a), (5b), (c) and (d) is, and will be as of immediately prior to the Effective Time, true and correct in all respects and in accordance with respect 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(b). The Company will review any comments to each Pre-Closing Holder the Allocation Schedule provided by Longview or any of Company Warrantsits Representatives and consider in good faith any reasonable comments proposed by Longview or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Class A Longview Common Stock subject to, and that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(viii) will be rounded down to the exercise price per nearest whole share of Parent Class A Common Stock of, each Substitute Warrant, and (6) with respect to each Pre-Closing Holder of Company RSUs, the number of shares of Parent Class A Common Stock subject to each Substitute RSU, and (B) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Parent no event shall be entitled to conclusively rely on the Allocation Schedule (or the calculations or determinations therein) breach, as updated prior to applicable, any applicable Law, the Closing Date), and neither Parent nor its Affiliates shall have any Liability with respect to the allocation Governing Documents of the Total Share Consideration among Company, the Company Stockholders Agreements, the Company Equity Plan or any other Contract to which the calculation Company is a party or bound (taking into account, for the avoidance of doubt, any actions taken by 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 applicableCompany pursuant to Section 2.4(b), Substitute Options, Substitute Warrants and Substitute RSUs under this Agreement.

Allocation Schedule. The Company acknowledges and agrees that the Total Share Consideration is being allocated among the Company Stockholders pursuant to the schedule set forth on Schedule 1.3(k) (the “Allocation Schedule”). The Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to Parent at least No later than three (3) Business Days prior to the anticipated Closing Date. In , 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 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 agrees 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 allocation among the Company Stockholders shown thereof is 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) true and correct in all respects, and (ii) in accordance with the Charter applicable provisions of this Agreement, the Governing Documents of the Company and applicable LawLaws and, in the case of Company Options, the Company Equity Plan and any applicable grant or similar agreement with respect to any such Company Option and, in the case of the Subsidiary Rollover Options, the Subsidiary Equity Plan and any applicable grant or similar agreement with respect to any such Subsidiary Rollover Option and, in the case of the Company Warrant, the terms of the applicable warrant agreement. In addition, The Company will review any comments to the Allocation Schedule (A) does provided by Priveterra or any of its Representatives and will set forth (1) consider in good faith and incorporate any reasonable comments proposed by ▇▇▇▇▇▇▇▇▇▇ or any of its Representatives to correct inaccuracies. Notwithstanding the mailing addresses and email addresses for each Pre-Closing Holder, (2) the number and class of Company Common Stock (giving effect foregoing or anything to the Company Preferred Stock Conversion)contrary herein, Company Preferred Stock, Company Stock Options, Company Warrants, and/or Company RSUs owned by each Pre-Closing Holder, (3) the aggregate number of shares of Parent Class A Common Stock allocated to that each Company Stockholder, (4Stockholder will have a right to receive pursuant to Section 2.1(b)(vii) with respect to each Pre-Closing Holder of Company Stock Options, the number of shares of Parent Class A Common Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Substitute Option, (5) with respect to each Pre-Closing Holder of Company Warrants, the number of shares of Parent Class A Common Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Substitute Warrant, and (6) with respect to each Pre-Closing Holder of Company RSUs, the number of shares of Parent Class A Common Stock subject to each Substitute RSU, and (B) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Parent shall be entitled to conclusively rely on the Allocation Schedule (as updated prior rounded down to the Closing Date), and neither Parent nor its Affiliates shall have any Liability with respect to the allocation of the 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 Agreementnearest whole share.

Allocation Schedule. The Company acknowledges and agrees that (i) the Total Share Closing Merger Consideration is being allocated among the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among the holders of Company Stockholders 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 Schedule 1.3(kSection 2.2(f) 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 Parent Rotor at least three (3) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the Date and such allocation among the Company Stockholders shown thereof (i) is and will be in accordance with the Charter Governing Documents of the Company, the Company Shareholder Agreements and applicable Law. In addition, the Allocation Schedule (Aii) does and will set forth (1A) the mailing addresses and email addresses addresses, for each Pre-Closing Holder, (2B) the number and class of Company Common Stock (giving effect to the Company Preferred Stock Conversion), Company Preferred Stock, Company Stock Options, Company Warrants, and/or Company RSUs Equity Securities owned by each Pre-Closing Holder, (3C) the number portion of shares of Parent Class A Common Stock the Closing Merger Consideration and the Contingent Merger Consideration that would be allocated to each Company StockholderPre-Closing Holder (assuming, for such purpose, that the Contingent Merger Consideration is fully earned), (4D) with respect to each Pre-Closing Holder of Company Stock Options, the number of shares of Parent Class A Rotor Common Stock Shares subject to, and the exercise price per share of Parent Class A Rotor Common Stock Share of, each Substitute Rotor Option, (5E) with respect to each Pre-Closing Holder of Company WarrantsRestricted Stock Awards, the number of shares of Parent Class A Rotor Common Shares subject to each Adjusted Restricted Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Substitute WarrantAward, and (6F) with respect to each Pre-Closing Holder of Company RSUsRestricted Stock Unit Awards, the number of shares of Parent Class A Rotor Common Stock Shares subject to each Substitute RSUAdjusted Restricted Stock Unit Award, and (Biii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Parent 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 entitled deemed to conclusively rely on the Allocation Schedule (as updated prior have satisfied all obligations with respect to the Closing Datepayment 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 neither Parent nor its Affiliates 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 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 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 the Total Share Exchange Consideration is being allocated among the Company Stockholders Sellers pursuant to the schedule set forth on Schedule 1.3(k2.01(b)(vii) (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 Parent SPAC at least three (3) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the allocation among the Company Stockholders Sellers shown thereof is and will be in accordance with the Charter Governing Documents of the Company and applicable Law. In addition, the Company Allocation Schedule (A) does and will set forth as of the date at least three (3) Business Days prior to the anticipated Closing Date (1) the mailing addresses and email addresses for each Pre-Closing HolderSeller, (2) the number and class of Company Common Stock Shares (giving effect to the Company Preferred Stock ConversionConvertible Instrument Conversion and the Pre-Closing Reorganization), and/or the number of Company Preferred Stock, Warrants and/or amount of Company Stock Options, Company Warrants, and/or Company RSUs Convertible Securities owned by each Pre-Closing HolderSeller, (3) the number of shares of Parent Class A PubCo Common Stock allocated to each Company Stockholdershareholder, and (4) with respect to each Pre-Closing Holder of Seller holding Company Stock OptionsWarrants, the number of shares of Parent Class A PubCo Common Stock subject to, and the exercise price per share of Parent Class A PubCo Common Stock of, each Substitute Option, (5) with respect to each Pre-Closing Holder of Company WarrantsReplacement Warrant, the number of shares of Parent Class A Common Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Substitute Warrant, and (6) with respect to each Pre-Closing Holder of Company RSUs, the number of shares of Parent Class A PubCo Common Stock subject to each Substitute RSUsuch Replacement Warrant, and (B) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Parent PubCo shall be entitled to conclusively rely on the Company Allocation Schedule (as updated prior to the Closing Date), and neither Parent PubCo nor its Affiliates shall have any Liability with respect to the allocation of the Total Share Exchange 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 Agreementshareholders.

Allocation Schedule. The Company shall deliver to the Purchaser, at least five (5) Business Days prior to the Closing Date, a schedule (the “Allocation Schedule”) setting forth the allocation of the Merger Consideration among the Company Security Holders (for the avoidance of doubt, giving effect to the Target Acquisitions). The Company acknowledges and agrees that the Total Share Consideration is being allocated among the Company Stockholders pursuant to the schedule set forth on Schedule 1.3(k) (the “Allocation Schedule”). The Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to Parent at least three (3a) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the allocation among the Company Stockholders shown thereof is and will be in accordance with the Charter Organizational Documents of the Company and applicable Law. In addition, the Allocation Schedule (Ab) does and will set forth (1i) the mailing addresses and email addresses addresses, for each Pre-Closing Company Security Holder, (2ii) the number and class of Company Common Stock Securities owned by each Company Security Holder as of immediately prior to the Merger Effective Time (for the avoidance of doubt, giving effect to the Company Preferred Stock ConversionTarget Acquisitions), Company Preferred Stock, Company Stock Options, Company Warrants, and/or Company RSUs owned by each Pre-Closing Holder, and (3iii) the number portion of shares of Parent Class A Common Stock the Merger Consideration allocated to each Company StockholderSecurity Holder, (4) including with respect to each Pre-Closing Holder of Company Stock OptionsOptions assumed by Purchaser pursuant to Section 1.9, the number of shares of Parent Class A Purchaser Common Stock subject to, and the exercise price per share of Parent Class A Purchaser Common Stock of, of each Substitute Converted Stock Option, (5) with respect to each Pre-Closing Holder of Company Warrants, the number of shares of Parent Class A Common Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Substitute Warrant, and (6) with respect to each Pre-Closing Holder of Company RSUs, the number of shares of Parent Class A Common Stock subject to each Substitute RSU, and (Bc) is and will otherwise be accurate accurate. Notwithstanding anything in all respects (except for de minimis inaccuracies that are not material). Parent this Agreement to the contrary, upon delivery, payment and issuance of the Merger Consideration on the Closing Date in accordance with the Allocation Schedule, the Purchaser and its Affiliates shall be entitled deemed to conclusively rely on the Allocation Schedule (as updated prior have satisfied all obligations with respect to the Closing Datepayment of consideration under this Agreement (including with respect to the Merger Consideration), and neither Parent nor its Affiliates none of them shall have (x) any further obligations to the Company, any Company Security Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Merger Consideration), or (y) any Liability with respect to the allocation of the 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 consideration under this Agreement, and the Company hereby irrevocably waives and releases the Purchaser and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Merger Consideration among each Company Security Holder as set forth in such Allocation Schedule.

Allocation Schedule. The Company acknowledges and agrees that the Total Share Consideration is being allocated among the Company Stockholders pursuant to the schedule set forth on Schedule 1.3(k) (the “Allocation Schedule”). The Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to Parent at least No later than three (3) Business Days prior to the anticipated Closing Date. In , 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 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 agrees 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 allocation among the Company Stockholders shown thereof is 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) true and correct in all respects, and (ii) in accordance with the Charter applicable provisions of this Agreement, the Governing Documents of the Company and applicable LawLaws and, in the case of Company Options, the Company Equity Plan and any applicable grant or similar agreement with respect to any such Company Option and, in the case of the Subsidiary Rollover Options, the Subsidiary Equity Plan and any applicable grant or similar agreement with respect to any such Subsidiary Rollover Option and, in the case of the Company Warrant, the terms of the applicable warrant agreement. In addition, The Company will review any comments to the Allocation Schedule (A) does provided by Priveterra or any of its Representatives and will set forth (1) consider in good faith and incorporate any reasonable comments proposed by P▇▇▇▇▇▇▇▇▇ or any of its Representatives to correct inaccuracies. Notwithstanding the mailing addresses and email addresses for each Pre-Closing Holder, (2) the number and class of Company Common Stock (giving effect foregoing or anything to the Company Preferred Stock Conversion)contrary herein, Company Preferred Stock, Company Stock Options, Company Warrants, and/or Company RSUs owned by each Pre-Closing Holder, (3) the aggregate number of shares of Parent Class A Common Stock allocated to that each Company Stockholder, (4Stockholder will have a right to receive pursuant to Section 2.1(b)(vii) with respect to each Pre-Closing Holder of Company Stock Options, the number of shares of Parent Class A Common Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Substitute Option, (5) with respect to each Pre-Closing Holder of Company Warrants, the number of shares of Parent Class A Common Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Substitute Warrant, and (6) with respect to each Pre-Closing Holder of Company RSUs, the number of shares of Parent Class A Common Stock subject to each Substitute RSU, and (B) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Parent shall be entitled to conclusively rely on the Allocation Schedule (as updated prior rounded down to the Closing Date), and neither Parent nor its Affiliates shall have any Liability with respect to the allocation of the 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 Agreementnearest whole share.