Common use of Allocation Schedule Clause in Contracts

Allocation Schedule. No later than five (5) Business Days prior to the Closing Date, each Company Party shall deliver to Parent an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Parties Stock held by each Company Parties Stockholder, (b) the number of Parent Shares to be allocated to each holder at the Effective Time, (c) with respect to VSee, the VSee Cash Consideration to be allocated to each VSee Stockholder at the Effective Time, detailing the allocation of such VSee Cash Consideration between cash and VSee Convertible Notes in accordance with Section 2.1(b)(ii), (d) with respect to iDoc, the iDoc Cash Consideration to be allocated to each iDoc Stockholder at the Effective Time, detailing the allocation of such iDoc Cash Consideration between cash and iDoc Closing Convertible Notes in accordance with Section 2.1(c) and Section 2.6(j), and (e) a certification, duly executed by an authorized officer of each Company Party, that (i) the information delivered pursuant to clauses (a), (b), (e), and, as applicable (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 the last sentence of this Section 2.3 and (ii) the Company Parties have performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.5(b). The Company Parties will review any comments to the Allocation Schedule provided by Parent or any of its Representatives and revise the Allocation Schedule to include any comments proposed by Parent or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock that each Company Parties Stockholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c) will be rounded down to the nearest whole share and (B) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of each Company Party, the Company Parties Stockholders Agreements, the Company Parties Equity Plans or any other Contract to which a Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.5).

Allocation Schedule. No later than At least five (5) Business Days prior to the Closing DateClosing, each the Company Party shall deliver to Parent Pathfinder an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of Company Pre-Closing Common Shares held by Parent, the number and class of shares Equity Securities of Company Parties Stock 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 the number of Company Parties StockholderEquity Awards outstanding, as well as whether such Company Equity Awards will be a Vested Company Equity Award or an Unvested Parent Equity Award, (b) a calculation of the number of Parent Shares to be allocated to each holder at Adjusted Company Pre-Transaction Equity Value and the Effective TimeTransaction Share Consideration based thereon, (c) the portion of the Transaction Share Consideration to be distributed to each Vested Parent Equityholder pursuant to Section 1.1(b) and, if applicable, Section 1.5(a)(ii), as well as, in each case, reasonably detailed explanations of the methodology underlying the calculations with respect to VSee, the VSee Cash Consideration to be allocated to each VSee Stockholder at the Effective Time, detailing the allocation of such VSee Cash Consideration between cash components and VSee Convertible Notes in accordance with Section 2.1(b)(ii)subcomponents thereof, (d) with the terms and conditions of each Unvested Parent Equity Award and the number of Company Restricted Stock or Company RSUs to be received by each holder of Unvested Parent Equity Awards pursuant to Section 1.5(a)(ii) or Section 1.5(a)(iii), as applicable, (e) the aggregate amount of cash payments required to be made by Parent or any of its Affiliates in respect to iDocof the Parent Cash Plan as a result of, or in connection with, the iDoc Cash Consideration Transactions, as well as the amounts to be allocated paid to each iDoc Stockholder at participant under the Effective Time, detailing the allocation of such iDoc Parent Cash Consideration between cash and iDoc Closing Convertible Notes in accordance with Section 2.1(c) and Section 2.6(j)Plan, and (ef) a certification, duly executed by an authorized officer of each Company Partythe Company, that (i) the information and calculations delivered pursuant to clauses (a), (b), (ec), and, as applicable (cd) and (de) isare, and will be as of immediately prior to the Effective Timetime of the consummation of the Pre-Closing Reorganization, true and correct in all respects and in accordance with the last sentence Allocation Schedule Requirements. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with applicable provisions of this Section 2.3 Agreement, the Governing Documents of the Company, Parent GP and Parent, the shareholders agreements applying to Parent (iiif any) or any other Group Company, and applicable Laws, in the case of the Parent Equity Awards or Company Parties have performedEquity Awards, in accordance with the applicable Parent Equity Plan or otherwise complied withCompany Equity Plan and any applicable grant, award or similar agreement with respect to each such Parent Equity Award or Company Equity Award, as applicable, its covenants and, in the case of any payments or other amounts under or in respect of the Parent Cash Plan, in accordance with the Parent Cash Plan and agreements set forth in Section 2.5(bany applicable grant, award or similar agreement with respect thereto (collectively, the “Allocation Schedule Requirements”). The Company Parties will review any comments to the Allocation Schedule provided by Parent or any of its Representatives Pathfinder, consider in good faith and revise the Allocation Schedule to include incorporate any comments proposed by Parent Pathfinder or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock that each Company Parties Stockholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c) will be rounded down to the nearest whole share and (B) in no event shall the aggregate number of Company Common Shares set forth on the Allocation Schedule to be distributed to and/or held by the Vested Parent Equityholders (and/or to be received or otherwise granted in respect of any other vested Equity Securities of the calculations or determinations thereinCompany prior to the Closing) breach, as applicable, any applicable Lawexceed the Transaction Share Consideration (i.e., the Governing Documents aggregate value of each Company Party, the Company Parties Stockholders Agreements, the Company Parties Equity Plans Securities received by Vested Parent Equityholders or any other Contract to which a holders of any other vested Equity Securities in the Parent or the Company Party is a party or bound shall not exceed the Adjusted Company Pre-Closing Equity Value (taking into account, for based on the Company Common Share Value)). For the avoidance of doubt, any actions taken by Unvested Parent Equity Awards or Unvested Company Equity Awards shall not be included as part of the Transaction Share Consideration and shall instead constitute awards issued under the Company Parties pursuant to Section 2.5)Post-Closing Incentive Equity Plans.

Allocation Schedule. No later than five The Company and each Company Stockholder acknowledges and agrees that (5a) the Merger Consideration, the Share Price Earn Out Shares are being allocated among Company Stockholders pursuant to the schedule in the form set forth on Schedule 2.4 and delivered by the Company to Purchaser at least two (2) Business Days prior to the anticipated Closing Date, each Company Party shall deliver to Parent an allocation schedule Date (the “Allocation Schedule”) setting and such allocation (i) is and will be in accordance with the Organizational Documents of the Company and applicable Law, (b) does and will set forth (aA) the mailing addresses and email addresses, for each Company Stockholder, (B) the number and class of shares of Company Parties Stock held equity securities owned by each Company Parties StockholderStockholders, (bC) the number of Parent Shares to be shares of Purchaser Common Stock allocated to each holder at Company Stockholder, and (D) the Effective Time, portion of the Earn Out Shares allocated to each Company Stockholder and (c) with respect to VSee, the VSee Cash Consideration to be allocated to each VSee Stockholder at the Effective Time, detailing the allocation of such VSee Cash Consideration between cash and VSee Convertible Notes in accordance with Section 2.1(b)(ii), (d) with respect to iDoc, the iDoc Cash Consideration to be allocated to each iDoc Stockholder at the Effective Time, detailing the allocation of such iDoc Cash Consideration between cash and iDoc Closing Convertible Notes in accordance with Section 2.1(c) and Section 2.6(j), and (e) a certification, duly executed by an authorized officer of each Company Party, that (i) the information delivered pursuant to clauses (a), (b), (e), and, as applicable (c) and (d) is, is and will otherwise be as of immediately prior to the Effective Time, true and correct accurate in all respects (except for de minimis inaccuracies that are not material). For illustrative purposes only, set forth on Schedule 2.4 is the Allocation Schedule as it would have been prepared if the Closing Date were the date hereof (it being understood that such illustrative Allocation Schedule set forth on Schedule 2.4 is illustrative only and not binding in any manner on the Parties); provided that, the Parties agree that such illustrative Allocation Schedule shall not be required to set forth the mailing addresses and email addresses for the Company Stockholders. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment, issuance, reserve for issuance or any other treatment of the Merger Consideration on the Closing Date in accordance with the last sentence Allocation Schedule, subject to Section 1.7 and Section 1.11, Purchaser and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Section 2.3 Agreement, and none of them shall have (iiI) any further obligations to the Company, any Company Stockholder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Merger Consideration) (other than the Earn Out Shares), or (II) any liability with respect to the allocation of the consideration under this Agreement, and the Company Parties have performedhereby irrevocably waives and releases Purchaser and its Affiliates (but excluding, on and after the Closing, the Company and its Affiliates) from all claims arising from or otherwise complied withrelated to such Allocation Schedule and the allocation of the Merger Consideration, as applicablethe case may be, its covenants and agreements among each Company Stockholder as set forth in Section 2.5(b). The Company Parties will review any comments to the such Allocation Schedule provided by Parent or any of its Representatives and revise the Allocation Schedule to include any comments proposed by Parent or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock that each Company Parties Stockholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c) will be rounded down to the nearest whole share and (B) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of each Company Party, the Company Parties Stockholders Agreements, the Company Parties Equity Plans or any other Contract to which a Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.5)Schedule.

Allocation Schedule. No later than five three (53) Business Days prior to the Closing Date, each the Company Party shall deliver to Parent Dragoneer an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Parties Stock Shares held by each Company Parties StockholderShareholder, the number of Company Shares subject to each Company Equity Award held by each holder thereof, as well as the vesting terms and schedule of such awards as of immediately prior to the Effective Time, and, in the case of the Company Options, the exercise price thereof, the date of grant, the vesting commencement date, the expiration date, and the vested and unvested Company Options, (b) the number of Parent Dragoneer Shares to that will be allocated subject to each holder Rollover Option and 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) with respect to VSee, the VSee Cash portion of the Transaction Share Consideration to be allocated to each VSee Stockholder at the Effective Time, detailing the allocation of such VSee Cash Consideration between cash and VSee Convertible Notes in accordance with Section 2.1(b)(ii)Company Shareholder, (d) with respect the number of Dragoneer Shares which each Company Shareholder and each holder of Company Options will be entitled to iDocreceive as Company Earnout Shares (as may be adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the iDoc Cash Consideration to be allocated to each iDoc Stockholder at the Effective Time, detailing the allocation of such iDoc Cash Consideration between cash and iDoc Closing Convertible Notes in accordance with Section 2.1(c) and Section 2.6(jlike), and (e) a certification, duly executed by an authorized officer of each Company Partythe Company, that (i) the information delivered pursuant to clauses (a), (b), (e), and, as applicable (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 the last sentence of this Section 2.3 and (ii) the Company Parties have has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.5(b2.4(c) and Section 5.13(d). The Company Parties will review any comments to the Allocation Schedule provided by Parent Dragoneer or any of its Representatives and revise the Allocation Schedule to include consider in good faith any reasonable comments proposed by Parent Dragoneer or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock Dragoneer Shares that each Company Parties Stockholder Shareholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c2.1(b)(vii) will be rounded down to the nearest whole share share, (B) in no event shall the aggregate number of Dragoneer Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares and Company Equity Awards exceed the Transaction Share Consideration and (BC) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of each Company Partythe Company, the Company Parties Stockholders AgreementsShareholders Agreement, the Company Parties Equity Plans Plan or any other Contract to which a the Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.52.4(c) and Section 5.13(d)).

Allocation Schedule. No later than five three (53) Business Days prior to the Closing Date, each the Company Party shall deliver to Parent Dragoneer an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Parties Stock Shares held by each Company Parties StockholderShareholder, the number of Company Shares subject to each Company Equity Award held by each holder thereof, as well as the vesting terms and schedule of such awards as of immediately prior to the First Effective Time, and, in the case of the Company Options, the exercise price thereof, the date of grant, the vesting commencement date, the expiration date, and the portion that is vested and the portion that is unvested, (b) the number of Parent Dragoneer Shares to that will be allocated subject to each holder Rollover Option and the exercise price thereof at the First Effective Time, as well as the exchange ratio on which such calculations are based (which shall, for the avoidance of doubt, be the same exchange ratio for each calculation pursuant to this clause (b)), (c) with respect the portion of the Transaction Share Consideration allocated to VSee, the VSee Cash each Company Shareholder (assuming such Company Shareholder does not hold any Dissenting Shares) and each holder of a Company Equity Award (provided that no Transaction Share Consideration to shall be allocated to each VSee Stockholder at the Effective Time, detailing the allocation of such VSee Cash Consideration between cash and VSee Convertible Notes in accordance with Section 2.1(b)(iiout-of-money Company Equity Awards (if any), (d) with respect to iDoc, the iDoc Cash Consideration to be allocated to each iDoc Stockholder at the Effective Time, detailing the allocation of such iDoc Cash Consideration between cash and iDoc Closing Convertible Notes in accordance with Section 2.1(c) and Section 2.6(j), and (ed) a certification, duly executed by an authorized officer of each Company Partythe Company, that (i) the information delivered pursuant to clauses (a), (b), (e), and, as applicable and (c) and (d) is, and will be as of immediately prior to the First Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company Parties have has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.5(b2.4(c) and Section 5.13(d). The Company Parties will review any comments to the Allocation Schedule provided by Parent Dragoneer or any of its Representatives and revise the Allocation Schedule to include consider in good faith any reasonable comments proposed by Parent Dragoneer or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock Dragoneer Shares that each Company Parties Stockholder Shareholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c2.1(b)(viii) will be rounded down to the nearest whole share share, (B) in no event shall the aggregate number of Dragoneer Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Dissenting Shares) and Company Equity Awards exceed the Transaction Share Consideration or be paid in respect of any Equity Securities of the Company not accurately set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted in violation of Section 5.1(b) and (BC) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of each Company Partythe Company, the Company Parties Stockholders AgreementsShareholders Agreement, the Company Parties Equity Plans Plan or any other Contract to which a the Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.52.4(c) and Section 5.13(d)).

Allocation Schedule. No later than five three (53) Business Days prior to the Closing Date, each the Company Party shall deliver to Parent JAWS an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Parties Stock Shares held by each Company Parties StockholderShareholder, 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 Option or an Unvested Company Option as of immediately prior to the Effective Time, and, in the case of the Company Options, the exercise price thereof, (b) the number of Parent New JAWS Shares to that will be allocated subject to each holder Rollover Option and, in the case of each Rollover Option, the exercise price thereof at the Effective Time, as well as the calculation of the Option Exchange Ratio, (c) with respect to VSeea calculation of the Adjusted Transaction Share Consideration and its components (including the Adjusted Equity Value, the VSee Cash Consideration to be allocated to each VSee Stockholder at Aggregate Exercise Price and the Effective Time, detailing Equity Value) and the allocation of such VSee Cash Consideration between cash and VSee Convertible Notes in accordance with Section 2.1(b)(ii)Per Share Consideration, (d) with respect to iDoc, the iDoc Cash portion of the Adjusted Transaction Share Consideration to be allocated to each iDoc Stockholder at the Effective Time, detailing the allocation of such iDoc Cash Consideration between cash and iDoc Closing Convertible Notes in accordance with Section 2.1(c) and Section 2.6(j)Company Shareholder, and (e) a certification, duly executed by an authorized officer of each Company Partythe Company, that (i) the information delivered pursuant to clauses clause (a), clause (b), (e), and, as applicable clause (c) and clause (d) 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 2.4 and (ii) the Company Parties have has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.5(b2.5(a)(iv). The Company Parties will review any comments to the Allocation Schedule provided by Parent JAWS or any of its Representatives and revise the Allocation Schedule to include consider in good faith any reasonable comments proposed by Parent JAWS or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock New JAWS Shares that each Company Parties Stockholder Shareholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c2.1(b)(vii) will be rounded down to the nearest whole share and share, (B) in no event shall the aggregate number of New JAWS Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares and Vested Company Options exceed the Adjusted Transaction Share Consideration and (C) the Allocation Schedule (or the calculations or determinations therein) breachshall be prepared in accordance with, as applicable, any applicable Law, the Governing Documents of each Company Partythe Company, the Company Parties Stockholders Agreements, the Company Parties Equity Plans or Plan and any other Contract to which a the Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.52.5(a)(iv)).

Allocation Schedule. No later than five three (53) Business Days prior to the Closing Date, each the Company Party shall deliver to Parent CHP an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Parties Stock held by each Company Parties StockholderStockholder and underlying each Company Warrant, (b) the number of Parent Shares Company 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 and the exercise price thereof, (c) the number of New CHP Common Stock and Rollover Options to be allocated to each holder at the Effective Time, (c) with respect to VSee, the VSee Cash Consideration to be allocated to each VSee Stockholder at the Effective Time, detailing the allocation of such VSee Cash Consideration between cash and VSee Convertible Notes in accordance with Section 2.1(b)(ii), (d) with respect to iDoca calculation of the Consideration Share Number, Net Debt Figure and Exchange Ratio, including the iDoc Cash Consideration to be allocated to each iDoc Stockholder at the Effective Time, detailing the allocation of such iDoc Cash Consideration between cash and iDoc Closing Convertible Notes in accordance with Section 2.1(c) and Section 2.6(j), components thereof and (e) a certification, duly executed by an authorized officer of each Company Partythe Company, that (i) the information delivered pursuant to clauses (a), (b), (e), and, as applicable (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 the last sentence of this Section 2.3 and (ii) the Company Parties have has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.5(b2.4(b). The Company Parties will review any comments to the Allocation Schedule provided by Parent CHP or any of its Representatives and revise the Allocation Schedule to include consider in good faith any reasonable comments proposed by Parent CHP or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent CHP Common Stock that each Company Parties Stockholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c2.1(c)(viii) will be rounded down to the nearest whole share and (B) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of each Company Partythe Company, the Company Parties Stockholders Agreements, the Company Parties Equity Plans Plan or any other Contract to which a the Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.52.1(b).)

Allocation Schedule. No later than five three (53) Business Days prior to the Closing Date, each the Company Party shall deliver to Parent AMHC an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Parties Stock Shares held by each Company Parties Stockholder, including (without duplication) each Company Stockholder who holds Company Shares subject to a Company Restricted Stock Award, the number of Company Shares subject to each Company 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, and, in the case of the Company Options the exercise price thereof, (b) the number of Parent AMHC Shares to that will be allocated subject to each holder 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) with respect to VSee, the VSee Cash portion of the Transaction Share Consideration to be allocated to each VSee Company Stockholder at (including the Effective Time, detailing the allocation number of AMHC New Voting Shares and AMHC New Non-Voting Shares to be received by such VSee Cash Consideration between cash Company Stockholder) and VSee Convertible Notes in accordance with Section 2.1(b)(ii), (d) with respect to iDoc, the iDoc Cash Consideration to be allocated to each iDoc Stockholder at the Effective Time, detailing the allocation of such iDoc Cash Consideration between cash and iDoc Closing Convertible Notes in accordance with Section 2.1(c) and Section 2.6(j), and (e) a certification, duly executed by an authorized officer of each Company Partythe Company, that (i) the information delivered pursuant to clauses (a), (b), (e), and, as applicable ) and (c) and (d) isof this Section 2.3 are, 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 Parties have has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.5(b2.4(c). The Company Parties will review any comments to the Allocation Schedule provided by Parent AMHC or any of its Representatives and revise the Allocation Schedule to include consider in good faith any reasonable comments proposed by Parent AMHC or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock AMHC Shares that each Company Parties Stockholder Stockholder, including (without duplication) each holder of a Rollover Restricted Stock Award, will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c2.1(a)(viii) will be rounded down to the nearest whole share and share, (B) in no event shall the aggregate number of AMHC Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Company Shares subject to Company Restricted Stock Awards) and Rollover Options 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 each Company Partythe Company, the Company Parties Stockholders AgreementsAgreement, the Company Parties Equity Plans Plan or any other Contract to which a the Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.52.4(c)); and (D) in the event that the delivery of any AMHC Shares pursuant to the Merger would result in a Designated Holder holding any Excess Shares, then such Designated Holder shall receive one (1) AMHC New Non-Voting Share in lieu of each AMHC New Voting Share that is an Excess Share. Notwithstanding anything else herein, no fractional AMHC Shares shall be issued pursuant to this Agreement (with the intended effect that any AMHC Shares issuable to a Person under this Agreement shall be aggregated and then rounded to the nearest whole number).

Allocation Schedule. No later than five three (53) Business Days prior to the Closing Date, each the Company Party shall deliver to Parent TortoiseCorp III an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Parties Stock Common Shares and Company Preferred Shares held by each Company Parties StockholderShareholder (after giving effect to the Company Exchanges), (b) the number calculation of Parent the Equity Value, the Aggregate Common Share Consideration, the Aggregate Preferred Share Consideration, and the resulting Transaction Share Consideration (which shall, for the avoidance of doubt, be reduced by the aggregate portion of the Transaction Share Consideration that would be attributable to the Dissenting Shares to be if such Company Shares were not Dissenting Shares) (c) the portion of the Transaction Share Consideration allocated to each holder at the Effective Time, Company Shareholder (c) with respect to VSee, the VSee Cash Consideration to be allocated to each VSee Stockholder at the Effective Time, detailing the allocation of such VSee Cash Consideration between cash and VSee Convertible Notes in accordance with Section 2.1(b)(iiother than Dissenting Shareholders), (d) with respect the number of TortoiseCorp III Common Shares which each Company Shareholder will be entitled to iDocreceive as Company Earnout Shares (as may be adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the iDoc Cash Consideration to be allocated to each iDoc Stockholder at the Effective Time, detailing the allocation of such iDoc Cash Consideration between cash and iDoc Closing Convertible Notes in accordance with Section 2.1(c) and Section 2.6(jlike), and (e) a certification, duly executed by an authorized officer of each Company Partythe Company, that (i) the information delivered pursuant to clauses (a), (b), (e), and, as applicable (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 the last sentence of this Section 2.3 and (ii) the Company Parties have has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.5(b5.13(d), and (f) reasonable supporting documentation in support of the calculation of the amounts set forth in clauses (a), (b), (c) and (d). The Company Parties will review any comments to the Allocation Schedule provided by Parent TortoiseCorp III or any of its Representatives, make any changes proposed by TortoiseCorp III or its Representatives that are correcting mathematical or other manifest error and revise the Allocation Schedule to include otherwise consider in good faith any reasonable comments proposed by Parent TortoiseCorp III or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock TortoiseCorp III Shares that each Company Parties Stockholder Shareholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c2.1(e)(vii) will be rounded down to the nearest whole share share, (B) in no event shall the aggregate number of TortoiseCorp III Common Shares set forth on the Allocation Schedule that are allocated in respect of Company Common Shares exceed the Aggregate Common Share Consideration and (BC) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of each Company Partythe Company, the Company Parties Stockholders Agreements, the Company Parties Equity Plans Shareholders Agreement or any other Contract to which a the Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.55.13(d)).

Allocation Schedule. No later than five three (53) Business Days prior to the Closing Date, each the Company Party shall deliver to Parent Purchaser an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Parties Stock Common Shares and Company Class V Shares held by each Company Parties StockholderShareholder, (b) the number calculation of Parent Shares the Equity Value and the Transaction Share Consideration (which shall, for the avoidance of doubt, be reduced by the aggregate portion of the Transaction Share Consideration that would otherwise be attributable to be allocated to each holder at the Effective TimeDissenting Shares), (c) with respect to VSee, the VSee Cash portion of the Transaction Share Consideration to be allocated to each VSee Stockholder at the Effective Time, detailing the allocation of such VSee Cash Consideration between cash and VSee Convertible Notes in accordance with Section 2.1(b)(iiCompany Shareholder (other than Dissenting Shareholders), (d) with respect to iDoc, the iDoc Cash Consideration to be allocated to each iDoc Stockholder at the Effective Time, detailing the allocation of such iDoc Cash Consideration between cash and iDoc Closing Convertible Notes in accordance with Section 2.1(c) and Section 2.6(j), and (e) a certification, duly executed by an authorized officer of each Company Partythe Company, that (i) the information delivered pursuant to clauses (a), (b), (e), and, as applicable (c) and (dc) is, and will be as of immediately prior to the Company Merger Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company Parties have has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.5(b5.13(d), and (e) reasonable supporting documentation in support of the calculation of the amounts set forth in clauses (a), (b) and (c). The Company Parties will review any comments to the Allocation Schedule provided by Parent Purchaser or any of its Representatives, make any changes proposed by Purchaser or its Representatives that are correcting mathematical or other manifest error and revise the Allocation Schedule to include otherwise consider in good faith any reasonable comments proposed by Parent Purchaser or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Pubco Common Stock Shares that each Company Parties Stockholder Shareholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c2.1(f)(vii) will be rounded down to the nearest whole share share, (B) in no event shall the aggregate number of Pubco Common Shares set forth on the Allocation Schedule that are allocated in respect of Company Common Shares and Company Class V Shares exceed the Transaction Share Consideration and (BC) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of each Company Party, the Company Parties Stockholders Agreements, the Company Parties Equity Plans or any other Contract to which a the Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.55.13(d)).

Allocation Schedule. No later than The Company shall deliver to 7GC, at least five (5) Business Days prior to the Closing Date, each Company Party shall deliver to Parent an allocation a schedule (the “Allocation Schedule”) setting forth the allocation of the Aggregate Merger Consideration among the Pre-Closing Holders. The Company acknowledges and agrees that the Allocation Schedule (ai) is and will be in accordance with the Governing Documents of the Company, the Company Stockholder Agreements and applicable Law, (ii) does and will set forth (A) the mailing addresses and email addresses, for each Pre-Closing Holder, (B) the number and class of shares Equity Securities of the Company Parties Stock held owned by each Company Parties Stockholder, (b) the number of Parent Shares to be allocated to each holder at the Effective Time, (c) with respect to VSee, the VSee Cash Consideration to be allocated to each VSee Stockholder at the Effective Time, detailing the allocation of such VSee Cash Consideration between cash and VSee Convertible Notes in accordance with Section 2.1(b)(ii), (d) with respect to iDoc, the iDoc Cash Consideration to be allocated to each iDoc Stockholder at the Effective Time, detailing the allocation of such iDoc Cash Consideration between cash and iDoc Pre-Closing Convertible Notes in accordance with Section 2.1(c) and Section 2.6(j), and (e) a certification, duly executed by an authorized officer of each Company Party, that (i) the information delivered pursuant to clauses (a), (b), (e), and, as applicable (c) and (d) is, and will be Holder as of immediately prior to the First Effective Time, true and correct (C) the portion of the Aggregate Merger Consideration allocated to each Pre-Closing Holder (divided into 7GC New Class A Shares, 7GC New Class B Shares, the Earn Out Shares, and cash consideration payable in all respects lieu of fractional shares pursuant to ‎Section 2.2(f)), including with respect to Company Options assumed by 7GC pursuant to ‎Section 2.2(b), the number of 7GC New Class A Shares subject to, and the exercise price per 7GC New Class A Share of each 7GC Option, and (iii) is and will be accurate. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Aggregate Merger Consideration on the Closing Date in accordance with the last sentence Allocation Schedule, 7GC and its Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Section 2.3 Agreement (including with respect to the Aggregate Merger Consideration), and none of them shall have (i) any further obligations to the Company, any Pre-Closing Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Aggregate Merger Consideration), or (ii) any Liability with respect to the allocation of the consideration under this Agreement, and the Company Parties have performedhereby irrevocably waives and releases 7GC and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from all claims arising from or otherwise complied with, related to such Allocation Schedule and the allocation of the Aggregate Merger Consideration among each Pre-Closing Holder as applicable, its covenants and agreements set forth in Section 2.5(b). The Company Parties will review any comments to the such Allocation Schedule provided by Parent or any of its Representatives and revise the Allocation Schedule to include any comments proposed by Parent or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock that each Company Parties Stockholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c) will be rounded down to the nearest whole share and (B) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of each Company Party, the Company Parties Stockholders Agreements, the Company Parties Equity Plans or any other Contract to which a Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.5)Schedule.

Allocation Schedule. (a) No later than five (5) Business Days prior to the Closing Date, each the Company Party shall deliver to Parent SPAC (and SPAC shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Allocation Schedule”) setting forth forth: (ai) the number and class of shares of Company Parties Stock Shares subject to the Company Convertible Debentures held by the holder thereof and the conversion price thereof; (ii) the number of Company Shares held by each Company Parties StockholderShareholder (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; (biii) (A) the number of Parent 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 at of Company Shares, determined by multiplying the number of Company Shares held by such Company Shareholder immediately prior to the Arrangement Effective Time, Time by the Exchange Ratio; (cv) with respect to VSee, the VSee Cash Consideration to be number of TopCo Class B Earnout Shares and TopCo Class C Earnout Shares allocated to each VSee Stockholder at 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, detailing Time by the allocation of such VSee Cash Consideration between cash and VSee Convertible Notes in accordance with Section 2.1(b)(ii), Company Earnout Ratio; and (d) with respect to iDoc, the iDoc Cash Consideration to be allocated to each iDoc Stockholder at the Effective Time, detailing the allocation of such iDoc Cash Consideration between cash and iDoc Closing Convertible Notes in accordance with Section 2.1(c) and Section 2.6(j), and (evi) a certification, duly executed by an authorized officer of each Company Partythe Company, that (i) the information delivered pursuant to clauses (ai), (bii), (eiii), and(iv), as applicable (c) and (dv) is, and will be as of immediately prior to the Amalgamation or the Arrangement Effective Time, as applicable, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company Parties have performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.5(b)2.4. The Company Parties will review any comments to the Allocation Schedule provided by Parent SPAC or any of its Representatives and revise the Allocation Schedule to include consider and incorporate in good faith any reasonable comments proposed by Parent SPAC or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, in no event shall (A) the aggregate number of shares TopCo Common Shares set forth on the Allocation Schedule that are allocated in respect of Parent Common Stock that each the equity securities of the Company Parties Stockholder will have a right to receive pursuant to Section 2.1(b)(ii(assuming conversion of the Company Convertible Debentures) and Section 2.1(c) will be rounded down to exceed the nearest whole share Company Shareholder Transaction Consideration and (B) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of each Company Partythe Company, the Company Parties Stockholders Agreements, the Company Parties Equity Plans Omnibus Plan or any other Contract to which a the Company Party is a party or bound bound. (taking into accountb) SPAC, the Exchange Agent and their respective Affiliates and Representatives shall be entitled to rely, without any independent investigation or inquiry, on the names, amounts, and other information set forth in the 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 avoidance 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, with certification from an authorized Representative of doubt, any actions taken by the Company Parties pursuant that such modification is true and correct. SPAC, the Exchange Agent and their respective Affiliates and Representatives shall be entitled to Section 2.5)rely, without any independent investigation or inquiry, on such modified Allocation Schedule.

Allocation Schedule. No later than five The Company acknowledges and agrees that (5i) the Aggregate Merger Consideration and the Earn Out Shares are being allocated among the Pre-Closing Holders pursuant to the schedule in the form set forth on Schedule 3.07 and delivered by the Company to SPAC at least two Business Days prior to the anticipated Closing Date, each Company Party shall deliver to Parent an allocation schedule Date (the “Allocation Schedule”) setting and such allocation (i) is and will be in accordance with the Organizational Documents of the Company and applicable Law, (ii) does and will set forth (aA) the mailing addresses and email addresses, for each Pre-Closing Holder, (B) the number and class of shares of Company Parties Stock held Equity Securities owned by each Company Parties StockholderPre-Closing Holder, (bC) the number of Parent Shares to be shares of Surviving Pubco Class A Common Stock allocated to each holder at Pre-Closing Holder, and (D) the Effective Time, (c) with respect to VSee, portion of the VSee Cash Consideration to be Earn Out Shares allocated to each VSee Stockholder at the Effective Time, detailing the allocation of such VSee Cash Consideration between cash and VSee Convertible Notes in accordance with Section 2.1(b)(ii), (d) with respect to iDoc, the iDoc Cash Consideration to be allocated to each iDoc Stockholder at the Effective Time, detailing the allocation of such iDoc Cash Consideration between cash and iDoc Pre-Closing Convertible Notes in accordance with Section 2.1(c) and Section 2.6(j), Holder and (eiii) a certification, duly executed by an authorized officer of each Company Party, that (i) the information delivered pursuant to clauses (a), (b), (e), and, as applicable (c) and (d) is, and will otherwise be as of immediately prior to the Effective Time, true and correct accurate in all respects (except for de minimis inaccuracies that are not material). For illustrative purposes only, set forth on Schedule 3.07 is the Allocation Schedule as it would have been prepared if the Closing Date were the date hereof (it being understood that such illustrative Allocation Schedule set forth on Schedule 3.07 is illustrative only and not binding in any manner on the Parties); provided that, the Parties agree that such illustrative Allocation Schedule shall not be required to set forth the mailing addresses and email addresses for the Pre-Closing Holders. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment, issuance, reserve for issuance or any other treatment of the Aggregate Merger Consideration on the Closing Date in accordance with the last sentence Allocation Schedule, subject to Section 3.03, SPAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Section 2.3 Agreement, and none of them shall have (iiI) any further obligations to the Company, any Pre-Closing Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Aggregate Merger Consideration) (other than the Earn Out Shares), or (II) any liability with respect to the allocation of the consideration under this Agreement, and the Company Parties have performedhereby irrevocably waives and releases SPAC and its Affiliates (but excluding, on and after the Closing, the Company and its Affiliates) from all claims arising from or otherwise complied withrelated to such Allocation Schedule and the allocation of the Aggregate Merger Consideration, as applicablethe case may be, its covenants and agreements among each Pre-Closing Holder as set forth in Section 2.5(b). The Company Parties will review any comments to the such Allocation Schedule provided by Parent or any of its Representatives and revise the Allocation Schedule to include any comments proposed by Parent or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock that each Company Parties Stockholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c) will be rounded down to the nearest whole share and (B) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of each Company Party, the Company Parties Stockholders Agreements, the Company Parties Equity Plans or any other Contract to which a Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.5)Schedule.

Allocation Schedule. No later than At least five (5) Business Days prior to the Closing Date, each the Company Party shall deliver to Parent CGC an allocation schedule (the “Allocation Schedule”) setting forth (ai) the number and class of shares of Company Parties Stock Shares held by each Company Parties StockholderStockholder (including the number of Company Common Shares subject to the Company Warrants that will be exercised for Company Common Shares pursuant to Section 2.4(c) held by each holder thereof, and after giving effect to the conversion of the Company Convertible Notes and the Company Preferred Share Conversion pursuant to Section 2.4(d)), (bii) the number of Parent Company Common Shares to be allocated 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 each case, the exercise price thereof, (iii) the number of CGC Shares that will be subject to each Rollover Option and each Rollover RSU Award, and, in the case of each Rollover Option, the exercise price thereof at the Effective Time, (civ) with respect to VSeethe Transaction Share Consideration, the VSee Cash Fully-Diluted Shares and the Exchange Ratio, (v) each Company Stockholder’s Pro Rata Share of the Transaction Share Consideration (including, for the avoidance of doubt, in respect of any Company Shares that are issued upon exercise of the Company Warrants immediately prior to be allocated the Closing pursuant to each VSee Stockholder at Section 2.4(c), the Effective Time, detailing conversion of the allocation of such VSee Cash Consideration between cash and VSee Company Convertible Notes in accordance with and after giving effect to the Company Preferred Share Conversion pursuant to Section 2.1(b)(ii2.4(d), (d) with respect to iDoc, the iDoc Cash Consideration to be allocated to each iDoc Stockholder at the Effective Time, detailing the allocation of such iDoc Cash Consideration between cash and iDoc Closing Convertible Notes in accordance with Section 2.1(c) and Section 2.6(j), and (evi) a certification, duly executed by an authorized officer of each Company Partythe Company, that (ia) the information and calculations delivered pursuant to clauses (ai), (bii), (eiii), and(iv), as applicable (c) and (dv) 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 (iib) the Company Parties have has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.5(b2.4(f) and Section 5.13(d). The Company Parties will review any comments to the Allocation Schedule provided by Parent CGC or any of its Representatives and revise the Allocation Schedule to include consider in good faith and incorporate any reasonable comments proposed by Parent CGC or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock CGC Shares that each Company Parties Stockholder will have a right to receive pursuant to Section 2.1(b)(ii2.1(b)(vii) and Section 2.1(c2.1(b)(viii) will be rounded down to the nearest whole share and share, (B) in no event shall the aggregate number of CGC Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company 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 each Company Partythe Company, the Company Parties Stockholders Stockholder Agreements, the Company Parties Equity Plans Plan or any other Contract to which a the Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.52.4(f) and Section 5.13(d)) and (D) the CGC 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 under the Exchange Agent Agreement, as applicable.