Common use of Allocation Schedule Clause in Contracts

Allocation Schedule. Section 1.12 of the Company Disclosure Schedule contains a schedule (the “Preliminary Allocation Schedule”) showing (i) the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than five (5) Business Days prior to the estimated Closing Date, the Company shall deliver to Parent a schedule (the “Final Allocation Schedule”) in the same form as the Preliminary Allocation Schedule, updated for the anticipated Closing Date. An officer of the Company shall certify on behalf of the Company, and not in any personal capacity, that the Final Allocation Schedule correctly reflects the calculations and/or good faith estimates therein required to be made pursuant to this Agreement, is in accordance with the liquidation preference of the Preferred Stock and each other requirement of the Governing Documents (including the certificate of incorporation of the Company), and the Company shall deliver the Final Allocation Schedule together with such certification to Parent at Closing.

Allocation Schedule. Section 1.12 (a) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a schedule, duly certified by an officer of the Company, of the equity capitalization of the Company Disclosure Schedule contains a schedule (as of the “Preliminary Allocation Schedule”) showing Closing including, (i) the Fully Diluted calculation of the Base Merger Consideration and the Per Company Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each holder of Company Holder as of Common Stock (after giving effect to the date hereof: Company Security Conversion, the Warrant Event and the Burkhan Conversion Event) (A) the number name and class email address of shares of Company Capital Stock heldsuch holder, (B) the number and class of shares or series (if applicable) of Company Capital Common Stock subject to each Company Option held, if applicable, the exercise price per share, held by such holder and whether such Company Holder is an employee of the Company, (C) the number portion of Stratasys Substituted Options to be issued the Base Merger Consideration payable to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Common Stock held by such holder (with any fractional shares rounded down to the nearest whole share), and (iii) for each holder of Company Options and Company RSUs, (including Accelerated OptionsA) the name of such holder, (B) the number and class or series (if applicable) of Company Options and Company RSUs held by such holder, and (C) the portion of the Base Merger Consideration that will be subject to each Acquiror Option and Acquiror RSU, which shall be determined in accordance with Section 3.8, in each case, prepared in good faith by the Company Warrant, and in respect of a form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror (the Initial Closing Consideration, “Allocation Schedule”). (b) The Company will consider in good faith Acquiror’s comments to the Earn-Out Payments, any Working Capital Adjustment AmountAllocation Schedule, and if any payment of adjustments are made to the Holdback Amount and (E) Allocation Schedule by the Pro Rata Indemnification Share of such Company Holder. No later than five (5) Business Days at Acquiror’s request prior to the estimated Closing DateClosing, the Company shall deliver to Parent a schedule (the “Final Allocation Schedule”) in the same form as the Preliminary Allocation Schedule, updated for the anticipated Closing Date. An officer of the Company shall certify on behalf of the Company, and not in any personal capacity, that the Final such adjusted Allocation Schedule correctly reflects shall thereafter become the Allocation Schedule for all purposes of this Agreement. The Allocation Schedule and the calculations and/or good faith estimates and determinations contained therein required to shall be made pursuant to this Agreement, is prepared in accordance with the liquidation preference of Company’s Governing Documents, the Preferred Stock and each other requirement of the Governing Documents (including the certificate of incorporation of the Company), DGCL and the Company applicable definitions contained in this Agreement. Each of Acquiror and ▇▇▇▇▇▇ Sub shall deliver be entitled to rely (without any duty of inquiry) upon the Final Allocation Schedule together with such certification to Parent at ClosingSchedule.

Allocation Schedule. Section 1.12 of the Company Disclosure (a) The Allocation Schedule contains a schedule (the “Preliminary Allocation Schedule”) showing sets forth, without limitation, (i) the Fully Diluted name, address and email address of each Equityholder, (ii) the number of Company Shares and Company Options held by each Equityholder (iii) the exercise price of each Vested Option and Unvested Option (the “Exercise Price”), (iv) the vesting schedule of each Unvested Option, (v) the amount of cash payable to each such Equityholder (prior to applicable withholding) at the Closing, (vi) the Pro Rata Share Numberof each Equityholder including with respect to each Optionholder, the Initial Consideration Pro Rata Share attributable to such Optionholder’s Vested Options and Unvested Options and (vii) the deductions applicable to such Equityholder with respect to the Adjustment Holdback Amount, the Aggregate Merger Consideration, Expense Fund and the Per Share Aggregate Merger Consideration Retained Closing Amount. (all being on the assumption, for the purposes b) Each of the preparation of parties hereby acknowledges and agrees (i) with the Preliminary allocations and calculation set forth in the Allocation Schedule, (ii) that the Working Capital Adjustment Amount preparation and accuracy of the Allocation Schedule and the allocation and calculations set forth therein (including any updates made pursuant to Section 2.3(c) below are the responsibility of the Sellers, and (iii) that Purchaser and, Company, the Paying Agent and the Section 102 Trustee shall be entitled to rely thereon without independent verification, and to make payments in accordance therewith, without any obligation to investigate or verify the accuracy or correctness thereof. Neither Purchaser nor the Company, Paying Agent or the Section 102 Trustee shall have any liability to any Seller, Optionholder or any other Person with respect to any claim that the amounts payable pursuant to the Allocation Schedule are incomplete or inaccurate or that such Person was entitled to receive payment of any other amount (subject to actual payment of the amounts specified in this Agreement. (c) It is zero, understood that the Allocation Schedule is subject to change to give effect to (i) preferences of the holders of preferred shares of the Company immediately prior to the Closing and (ii) for Unvested Options which have become Deemed Vested Options under this Agreement. Following each Company Holder as distribution of cash made under this Agreement by Purchaser to the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicablePaying Agent, the exercise price per share, and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than five (5) Business Days prior Sellers’ Representative will provide to the estimated Closing Date, the Company shall deliver to Parent a schedule (the “Final Allocation Schedule”) in the same form as the Preliminary Allocation Schedule, Paying Agent an updated for the anticipated Closing Date. An officer of the Company shall certify on behalf of the Company, and not in any personal capacity, that the Final Allocation Schedule correctly reflects (after providing the calculations and/or good faith estimates therein required Purchaser reasonable opportunity to review and comment on such update) on the basis of which the cash distributed to the Paying Agent will be made pursuant distributed to this Agreement, is in accordance with the liquidation preference of the Preferred Stock and each other requirement of the Governing Documents (including the certificate of incorporation of the Company), and the Company shall deliver the Final Allocation Schedule together with such certification to Parent at ClosingEquityholders.

Allocation Schedule. The Company acknowledges and agrees that (i) the Total Merger Consideration is being allocated among the Pre-Closing Holders pursuant to the schedule to be delivered to PTAC in connection with the Closing Statement pursuant to Section 1.12 of the Company Disclosure Schedule contains a schedule 2.3(e) (the “Preliminary Allocation Schedule”) showing and such allocation (i) is and will be in accordance with the Fully Diluted Share NumberGoverning Documents of the Company, the Initial Consideration AmountCompany Shareholder Agreements and applicable Law, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: does and will set forth (A) the number mailing addresses, telephone numbers and class of shares of Company Capital Stock heldemail addresses, for each Pre-Closing Holder, (B) the number and class of shares Equity Securities owned by each Pre-Closing Holder, (C) with respect to any Pre-Closing Holder that is a holder of Canceled Warrants, the aggregate exercise price payable for such Pre-Closing Holder with respect to such Canceled Warrants, (D) the portion of the Total Merger Consideration allocated to each Pre-Closing Holder (divided into the portion of the Aggregate Stock Consideration, and the Earn Out Shares and the Cash Funding Amount payable to such Pre-Closing Holder), (E) with respect to each Pre-Closing Holder of Company Capital Stock Options, the number of PTAC Common Shares subject to each Company Option heldto, if applicable, and the exercise price per sharePTAC Common Share of, and whether each PTAC Option, (F) with respect to each Pre-Closing Holder of a Company RSU award, the number of PTAC Common Shares subject to the PTAC RSU award (G) with respect to each Pre-Closing Holder of Company Restricted Shares, the number of PTAC Common Shares subject to such Company Holder is an employee of the Company, Restricted Shares and (CH) the number of Stratasys Substituted Options Earn Out Shares to be issued to such holder of CTC Rollover Options, and each Pre-Closing Holder upon the per-share exercise price occurrence of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) Triggering Event set forth in respect of shares of Company Capital StockSection 2.6, and (yiii) is and will otherwise be accurate. Notwithstanding anything in respect this Agreement to the contrary, upon delivery, payment and issuance of the Vested Company Options (including Accelerated Options) and Total Merger Consideration on the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than five (5) Business Days prior to the estimated Closing Date, the Company shall deliver to Parent a schedule (the “Final Allocation Schedule”) in the same form as the Preliminary Allocation Schedule, updated for the anticipated Closing Date. An officer of the Company shall certify on behalf of the Company, and not in any personal capacity, that the Final Allocation Schedule correctly reflects the calculations and/or good faith estimates therein required to be made pursuant to this Agreement, is Date in accordance with the liquidation preference Allocation Schedule, PTAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Total 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 Total Merger Consideration), or (ii) any Liability with respect to the allocation of the Preferred Stock consideration under this Agreement, and each other requirement the Company hereby irrevocably waives and releases PTAC 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 Governing Documents (including Total Merger Consideration, as the certificate of incorporation case may be, among each Pre-Closing Holder as set forth in such Allocation Schedule. The Company acknowledges and agrees that as of the Companydate hereof certain Pre-Closing Holders have entered into Support Agreements, and following the date hereof, other Pre-Closing Holders may enter into additional Support Agreements (each, a “Supporting Pre-Closing Holder”), and the Company shall deliver covenants and agrees that the Final Allocation Schedule together with such certification shall not contain any reductions to Parent at Closingthe Applicable Company Stock Percentage of any Supporting Pre-Closing Holder, or all Supporting Pre-Closing Holders taken as a whole.

Allocation Schedule. Section 1.12 of the Company Disclosure Schedule contains a schedule (the “Preliminary Allocation Schedule”a) showing (i) the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than five (5) Business Days prior to the estimated Closing Date, the Company shall deliver to Parent a Acquiror (and Acquiror shall thereafter deliver to the Exchange Agent) an allocation schedule (including the Earnout Shares) (the “Final Allocation Schedule”) setting forth (i) the number of shares of 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 same form as the Preliminary Allocation Schedule, updated for the anticipated Closing Date. An officer portion of the Merger Consideration (including the Earnout Shares) allocated to each Company shall certify on behalf Stockholder, determined by multiplying the number of shares of Company Common Stock held by such Company Stockholder immediately prior to the First Effective Time by the Per Share Consideration, (iv) the portion of the Merger Consideration (including the Earnout Shares) allocated to each Company Stockholder, determined by multiplying the number of shares of Company Common Stock (or equivalents thereof) held by such Company Stockholder immediately prior to the First Effective Time by the Per Share Consideration, and (v) a certification, duly executed by an authorized officer of the Company, and not in any personal capacity, that the Final information delivered in the Allocation Schedule correctly reflects is and, as of immediately prior to the calculations and/or good faith estimates therein required to First Effective Time, will be made pursuant to this Agreement, is true and correct in all respects and in accordance with the liquidation preference last sentence of this Section 2.06. The Company will review any comments to the Allocation Schedule provided by Acquiror or any of its Representatives and consider in good faith any reasonable comments proposed by Acquiror or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) the aggregate number of shares of Acquiror Common Stock that each Company Stockholder will have a right to receive pursuant to the Allocation Schedule as of the Preferred 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 each other requirement Company Options or that are issuable hereunder as of the Governing Documents Closing Date exceed the Merger Consideration (including the certificate Earnout Shares) and (z) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Company Organizational Documents, the Company Stock Plan or any other Contract to which the Company is a party or bound. (b) Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall be entitled to rely, without any independent investigation or inquiry, on the names, amounts and other information set forth in the Allocation Schedule. None of incorporation Acquiror, the Exchange Agent nor their respective Affiliates or Representatives shall have any Liability to any Company Stockholder or any of its Affiliates for relying on the Allocation Schedule. Except with Acquiror’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Allocation Schedule may not be modified after delivery to Acquiror except pursuant to a written instruction from the Company, with certification from an authorized representative of the Company)Company that such modification is true and correct. Acquiror, the Exchange Agent and the Company their respective Affiliates and Representatives shall deliver the Final be entitled to rely, without any independent investigation or inquiry, on such modified Allocation Schedule together with such certification to Parent at ClosingSchedule.

Allocation Schedule. Section 1.12 of the Company Disclosure Schedule contains a schedule (the “Preliminary Allocation Schedule”a) showing (i) the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than five (5) Business Days prior to the estimated Closing Date, the Company shall deliver to Parent a SPAC (and SPAC shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Final Allocation Schedule”) setting forth: (i) the number of Company Shares held by each Company Shareholder, the number of Company Common Shares subject to each Company Option 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; (ii) (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 Rollover Options, the same form as exercise price thereof at the Preliminary Allocation ScheduleShare Exchange Effective Time, updated for which shall be determined in accordance with Section 2.3(d); (iii) the anticipated Closing Date. An officer portion of the Company shall certify on behalf Shareholder Transaction Consideration allocated to each holder of Company Shares, determined by multiplying the number of Company Shares held by such Company Shareholder immediately prior to the Share Exchange Effective Time by the Exchange Ratio; (iv) the number of 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 Shares 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 with respect to such Assumed Warrants, the number of TopCo Common Shares issuable upon exercise of such Assumed Warrants and the exercise price of such Assumed Warrants, in each case calculated in accordance with Section 2.3(c) and (B) 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, and not in any personal capacity, that the Final Allocation Schedule correctly reflects the calculations and/or good faith estimates therein required to be made information delivered pursuant to this Agreementclauses (i), is (ii), (iii), (iv), (v) and (vi) is, and will be 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 liquidation preference 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 (1) the aggregate number of TopCo Common Shares set forth on the Allocation Schedule that are allocated in respect of the Preferred Stock equity securities of the Company (assuming exercise of the Company In-The-Money Vested Options and each other requirement of 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 (including the certificate of incorporation 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 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 may not be modified after delivery to SPAC except pursuant to a written instruction from the Company, with certification from an authorized Representative of the Company that such modification is true and correct. SPAC, the Exchange Agent and their respective Affiliates and Representatives shall deliver the Final be entitled to rely, without any independent investigation or inquiry, on such modified Allocation Schedule together with such certification to Parent at ClosingSchedule.

Allocation Schedule. Section 1.12 (a) Attached hereto as Annex A is a schedule, prepared by the Company, executed by an authorized officer of the Company Disclosure Schedule contains a schedule (the “Preliminary Allocation Schedule”) showing (i) setting forth the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes equity capitalization of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: , and as of the Closing Date, including, for each Company Equity Holder, (Ai) the name and email address of such holder, (ii) the number and class or series of Common Stock, Preferred Stock and/or Options held by such holder (and in the case of an Option, the number of shares of Company Capital Common Stock heldunderlying the applicable Option, whether such Option is an Incentive Stock Option or a nonstatutory stock option, and the exercise price (or deemed exercise price) thereof), (Biii) his, her or its Applicable Percentage, (iv) with respect to Options and RSUs, the number vesting schedule and class 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 the Allocation Schedule after the date hereof, and 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 shares this Agreement. The Allocation Schedule and the calculations and determinations contained therein shall be prepared in accordance with the Company’s Organizational Documents, the DGCL and the applicable definitions contained in this Agreement. Each of Company Capital Stock subject Parent, Borrower and the Merger Subs shall be entitled to each Company Option heldrely (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 exercise price per shareapplicable holders of Common Stock, Preferred Stock and whether such Company Holder is an employee 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 did not accurately reflect the terms of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than five (5) Business Days prior to the estimated Closing Date, the Company shall deliver to Parent a schedule (the “Final Allocation Schedule”) in the same form as the Preliminary Allocation Schedule, updated for the anticipated Closing Date. An officer of the Company shall certify on behalf of the Company, and not in any personal capacity, that the Final Allocation Schedule correctly reflects the calculations and/or good faith estimates therein required to be made pursuant to this Agreement, is in accordance with the liquidation preference of the Preferred Stock and each other requirement of the Governing Documents (including the certificate of incorporation of the Company), and the Company shall deliver the Final Allocation Schedule together with such certification to Parent at Closing’s Organizational Documents.

Allocation Schedule. Section 1.12 of the Company Disclosure Schedule contains a schedule (the “Preliminary Allocation Schedule”) showing (i) the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than five (5) Business Days prior to the estimated Closing Date, the Company shall deliver to Parent a CPUH an allocation schedule (the “Final Allocation Schedule”) setting forth (a) the number of Equity Securities held by each Company Stockholder or holder of Company Options, Company RSU Awards, Company Warrants and Company Convertible Notes, as applicable, the number of shares of Company Common Stock subject to each Company Option, Company RSU Award, Company Warrant or Company Convertible Note, as applicable, held by each holder thereof as of immediately prior to the Intermediate Merger Effective Time, as well as whether (i) each such Company Option will be a Vested Company Option or an Unvested Company Option as of immediately prior to the Intermediate Merger Effective Time and (ii) each such Company RSU Award will be a Vested Company RSU Award or an Unvested Company RSU Award as of immediately prior to the Intermediate Merger Effective Time, and, in the same form as the Preliminary Allocation Schedule, updated for the anticipated Closing Date. An officer case of the Company shall certify on behalf Options and the Company Warrants, as applicable, the exercise price thereof, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (b) the number of shares of Pubco Common Stock that will be subject to each Rollover Option, Rollover RSU and Assumed Warrant and the Companyexercise price of each such Rollover Option and Company Warrant at the Intermediate Merger Effective Time, and not in any personal capacityeach case, that the Final Allocation Schedule correctly reflects the calculations and/or good faith estimates therein required to be made pursuant to this Agreement, is determined in accordance with Section 2.5 and Section 2.6, as applicable, as well as reasonably detailed calculations with respect to the liquidation preference components and subcomponents thereof, (c) the portion of the Preferred Stock Aggregate Intermediate Merger Closing Merger Consideration allocated to each Company Stockholder pursuant to Section 2.1(a)(xv), as well as reasonably detailed calculations with respect to the components and each other requirement subcomponents thereof, (d) the portion of the Governing Documents (including the certificate Aggregate Intermediate Merger Closing Merger Consideration allocated to each holder of incorporation of the Companya Company Convertible Note pursuant to Section 2.6(b), as well as reasonably detailed calculations with respect to the components and subcomponents thereof and (e) the Contingency Pro Rata Share for each Eligible Company shall deliver Equityholder, in the Final event that any Contingency Consideration becomes payable, as well as reasonably detailed calculations with respect to the components and subcomponents thereof. The Company will review any comments to the Allocation Schedule together with such certification provided by CPUH or any of its Affiliates or Representatives and consider in good faith and incorporate any reasonable comments proposed by CPUH or any of its Affiliates or Representatives to Parent at Closingcorrect inaccuracies or otherwise clarify any information contained in the Allocation Schedule. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of shares of Pubco Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(a)(xv) will be rounded down to the nearest whole share.

Allocation Schedule. The Company acknowledges and agrees that (i) the Total Merger Consideration is being allocated among the Pre-Closing Holders pursuant to the schedule in the form set forth on Section 1.12 2.2(e) of the Company Disclosure Schedule contains a schedule Schedules and delivered by the Company to STPC at least three Business Days prior to the anticipated Closing Date (the “Preliminary Allocation Schedule”) showing and such allocation (i) is and will be in accordance with the Fully Diluted Share NumberGoverning Documents of the Company, the Initial Consideration AmountCompany Shareholder Agreements and applicable Law, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: does and will set forth (A) the number mailing addresses and class of shares of Company Capital Stock heldemail addresses, for each Pre-Closing Holder, (B) the number and class of shares of Company Capital Stock subject to Equity Securities owned by each Company Option held, if applicable, the exercise price per share, and whether such Company Holder is an employee of the CompanyPre-Closing Holder, (C) the number portion of Stratasys Substituted Options the Total Merger Consideration (including the Cash Funding Amount) allocated to be issued each Pre-Closing Holder (divided into the portion of the STPC Unrestricted Common Shares, Earn Out Shares and the Cash Funding Amount payable to such holder of CTC Rollover Options, and the perPre-share exercise price of each Stratasys Substituted OptionClosing Holder), (D) a calculation with respect to each Pre-Closing Holder of Company Options, the number of STPC Common Shares subject to, and the exercise price per STPC Common Share of, each STPC Option (including Earn Out Awards), and (E) with respect to each Pre-Closing Holder of Company Warrants, the number of STPC Common Shares subject to, and the exercise price per STPC Common Share of, each STPC Converted Warrant (divided into the portion of the amount payable STPC Unrestricted Common Shares and Earn Out Shares) and (iii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). For illustrative purposes only, set forth on Section 2.2(e) of the Company Schedules 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 Section 2.2(e) of the Company Schedules is illustrative only and not binding in any manner on the parties hereto); provided that, the Parties agree that such illustrative Allocation Schedule shall not be required to such 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 (including as reserved in respect of the Company Holder Options or the Company Warrants, in each case, pursuant to Section 2.2(b)(iv)) or any other treatment of the Total Merger Consideration on the Closing Date in accordance with the Allocation Schedule (not to exceed 147,562,680 STPC Common Shares in the aggregate, with no more than 130,000,000 STPC Unrestricted Common Shares, 8,781,340 $14 Earn Out Shares and 8,781,340 $16 Earn Out Shares), STPC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to (x) in respect any Equity Security of shares of the Company Capital Stock, and (y) in the Total 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 Total Merger Consideration), or (II) any liability with respect to the allocation of the Vested Company Options (including Accelerated Options) consideration under this Agreement, and the Company Warranthereby irrevocably waives and releases STPC and its Affiliates (but excluding, in respect 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 Initial Closing Total Merger Consideration, as the Earncase may be, among each Pre-Out PaymentsClosing Holder as set forth in such Allocation Schedule. Notwithstanding anything to the contrary, any Working Capital Adjustment Amount, to the extent Company Options are exercised after the date hereof and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than five (5) Business Days prior to the estimated Closing Date in accordance with a Company Equity Plan, or to the extent any Company Options are forfeited after the date hereof and prior to the Closing Date, the Company number of Earn Out Shares issued pursuant to Section 2.6 may be increased subject to a corresponding decrease in the number of Earn Out Awards to be granted at the Closing (which adjustment shall deliver to Parent be in even-number increments constituting one $14 Earn Out Share for one $14 Earn Out Award and one $16 Earn Out Share for one $16 Earn Out Award), such that for each two (2) additional Earn Out Shares (one of which must be a schedule (the “Final Allocation Schedule”$14 Earn Out Share and one of which must be a $16 Earn Out Share) in excess of the same form as 17,562,680 Earn Out Shares contemplated to be issued pursuant to Section 2.6, the Preliminary number of Earn Out Awards to be granted hereunder shall be reduced by one $14 Earn Out Award and one $16 Earn Out Award. The Allocation Schedule, updated Schedule shall reflect any such adjustments. Notwithstanding anything to the contrary and for the anticipated Closing Date. An officer avoidance of doubt, in no event shall either (X) the number of STPC Common Shares issued as Earn Out Shares or being reserved for or subject to the Earn Out Awards granted exceed 19,600,000 STPC Common Shares in the aggregate or (Y) the sum of the Company shall certify on behalf Total Merger Consideration plus the number of STPC Common Shares reserved for or subject to the Company, and not in any personal capacity, that the Final Allocation Schedule correctly reflects the calculations and/or good faith estimates therein required to be made pursuant to this Agreement, is in accordance with the liquidation preference of the Preferred Stock and each other requirement of the Governing Documents (including the certificate of incorporation of the Company), and the Company shall deliver the Final Allocation Schedule together with such certification to Parent at ClosingEarn Out Awards exceed 149,600,000 STPC Common Shares.

Allocation Schedule. Section 1.12 (a) Prior to the date hereof, the Company has delivered to Acquiror a spreadsheet, for informational purposes only, setting forth the Company’s good faith projected pro-forma capitalization of the Company Disclosure Schedule contains a schedule after giving effect to the Pre-Closing Restructuring (the “Preliminary Allocation Schedule”) showing (i) the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, assuming that the Working Capital Adjustment Amount Pre-Closing Restructuring is zero, and (ii) for each Company Holder consummated as of the date hereof: of this Agreement), setting forth (Ai) the number and class or series (as applicable) of shares all equity securities of the Company Capital Stock heldissued and outstanding, (ii) the identity of the Persons that are the record and beneficial owners thereof, and (iii) with respect to each Company Award, as applicable, (A) the holder thereof, (B) the number and class of shares type of Company Capital Stock subject Award (including whether the Company Award is intended to each Company Option held, if applicable, the exercise price per share, and whether such Company Holder is qualify as an employee of the Companyincentive stock option), (C) the number date of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, grant and the per-share exercise price of each Stratasys Substituted Optionexpiration date thereof, (D) a calculation the number of the amount payable to such Company Holder (x) in respect of vested and unvested shares of Company Capital StockCommon Stock subject thereto, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of vesting schedule (including any accelerated vesting provisions), and (F) the exercise price thereof. Acquiror and Merger Sub agree that the Company Parties shall have not any Liability to Acquiror related to such spreadsheet and that the Company Holder. Parties are making no representations or warranties with respect to such spreadsheet. (b) No later than five (5) Business Days prior to the estimated Closing Date, the Company Parties shall deliver to Parent a Acquiror an allocation schedule (the “Final Allocation Schedule”) setting forth, after giving effect to the Pre-Closing Restructuring, (a) the number of shares of Company Common Stock held by each Company stockholder, the number of shares of Company Common Stock subject to each Company Award held by each holder thereof, and, in the same form as the Preliminary Allocation Schedule, updated for the anticipated Closing Date. An officer case of the Company shall certify on behalf Options, the exercise price thereof, (b) the portion of the Company, and not in any personal capacity, that the Final Allocation Schedule correctly reflects the calculations and/or good faith estimates therein required Aggregate Merger Consideration allocated to be made each holder of Company Common Stock pursuant to this Agreement, is in accordance with the liquidation preference of the Preferred Stock and each other requirement of the Governing Documents (including the certificate of incorporation of the CompanySection 3.1(b), and (c) on a holder-by-holder basis and award-by-award basis, (i) each Acquiror Option that will be outstanding as of the Closing, and, with respect to such Acquiror Option, the number of shares of Acquiror Class A Common Stock issuable upon exercise of such Acquiror Option and the exercise price of such Acquiror Option, and (ii) each Adjusted Restricted Stock Award that will be outstanding as of the Closing and the number of shares of Acquiror Class A Common Stock subject to such Adjusted Restricted Stock Award, in each case, including a reasonably detailed itemization of the components thereof. The Company shall deliver Parties will review any comments to the Final Allocation Schedule together with such certification provided by Acquiror and consider in good faith and incorporate any reasonable comments proposed by Acquiror to Parent at Closingcorrect inaccuracies.

Allocation Schedule. Section 1.12 of the Company Disclosure Attached as Schedule contains 1.11(d) is a schedule (the “Preliminary Allocation Schedule”) showing (i) the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, the exercise or vesting schedules thereof, and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation an estimate of the amount payable to such Company Holder on the Closing Date (xI) in respect of shares of Company Capital Stock, and (yII) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, including, in each case, in respect of the Initial Closing ConsiderationAggregate Proceeds Proportional Share payable to such Company Holder, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment (D) an estimate of the Holdback Amount and (E) the Pro Rata Proportionate Indemnification Share of such Company Stockholder, and (E) an estimate of the pro-rata share of each Company Holder’s entitlement to any Net Working Capital Credit Amount and Closing Cash Credit Amount; (ii) an estimate of the Company Fees and Expenses incurred but unpaid, up to and including the execution of this Agreement; and (iii) an estimate of the Indebtedness of the Company and any Company Subsidiary as of the date of this Agreement and (iv) an estimate of the Company Cash as of the date of this Agreement. No later than five two (52) Business Days prior to the estimated expected Closing Date, the Company shall deliver to Parent a schedule (the “Final Allocation Schedule”) in showing a revised version of the same form as the Preliminary Allocation Schedule, schedule updated for the anticipated Closing DateDate showing (i) for each Company Holder: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, the exercise or vesting schedules thereof, and whether such Company Holder is an employee of the Company, (C) a calculation of the amount payable to such Company Holder on the Closing Date (I) in respect of shares of Company Capital Stock, and (II) in respect of Company Options, including, in each case, in respect of the Aggregate Proceeds Proportional Share payable to such Company Holder, (D) the Proportionate Indemnification Share of such Company Stockholder, and (E) the pro-rata share of each Company Holder’s entitlement to any Net Working Capital Credit Amount and Closing Cash Credit Amount; (ii) unpaid Company Fees and Expenses; and (iii) Closing Indebtedness; (iv) Estimated Closing Cash; (v) Estimated Net Working Capital and (vi) the Closing Negative Adjustment or Closing Positive Adjustment, as the case may be, if any. An officer of the Company shall certify on behalf of the Company, and not in any personal capacity, that the Final Allocation Schedule correctly reflects the calculations and/or good faith estimates therein required to be made pursuant to this Agreement, is in accordance with the liquidation preference of the Preferred Stock and each other requirement of the Governing Documents (including the certificate of incorporation of the Company), and the Company shall deliver the Final Allocation Schedule together with such certification to Parent at Closing.

Allocation Schedule. Section 1.12 of the Company Disclosure Schedule contains a schedule (the “Preliminary Allocation Schedule”) showing (i) the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than At least five (5) Business Days prior to the estimated Closing DateClosing, the Company shall deliver to Parent a Pathfinder an allocation schedule (the “Final Allocation Schedule”) setting forth (a) (i) the number of Company Common Shares held by Parent both prior to and immediately following the forward stock split to be effected as part of the Pre-Closing Reorganization pursuant to Section 1.1(b)(i), (ii) the number and class of Equity Securities of Parent held by each Parent Equityholder, as well as, in the same form as the Preliminary Allocation Schedulecase of any Parent Equity Awards, updated whether such Parent Equity Awards will be a Vested Parent Equity Award or an Unvested Parent Equity Award (after, for the anticipated avoidance of doubt, taking into account for vesting purposes, the effect of the transactions contemplated by this Agreement) and (iii) the number of Company Equity Awards outstanding, as well as whether such Company Equity Awards will be a Vested Company Equity Award or an Unvested Company Equity Award, (b) the number of Company Common Shares to be distributed to each Vested Parent Equityholder by the Parent as part of the Pre-Closing Date. An officer Reorganization pursuant to Section 1.1(b)(ii) and, if applicable, Section 1.4(a)(i), as well as, in each case, reasonably detailed explanations of the methodology underlying the calculations with respect to the components and subcomponents thereof, (c) a calculation of the Adjusted Company Pre-Closing Equity Value and the Transaction Share Consideration based thereon, (d) the number of Pathfinder Shares (in the aggregate equal to the Transaction Share Consideration) to be allocated at the Effective Time to each holder of Equity Securities of the Company shall certify 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 Equity Awards pursuant to Section 1.4(a)(ii) or Section 1.4(a)(iii), respectively, (g) the number of Pathfinder Shares that will be subject to each share of Rollover Restricted Stock and each Rollover RSU, as well as the exchange ratio on behalf which such calculations are based, (h) the aggregate amount of cash payments required to be made by Parent or any of its Affiliates (including, for the avoidance of doubt, any Group Company) in respect of the 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, and not in any personal capacity, that the Final Allocation Schedule correctly reflects the information and calculations and/or good faith estimates therein required to be made delivered pursuant to this Agreementclauses (a) through (h) are, is 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 liquidation preference Allocation Schedule Requirements. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with applicable provisions of the Preferred Stock and each other requirement of this Agreement, the Governing Documents (including the certificate of incorporation of the Company, Parent and Parent GP, any applicable agreements with any Parent Equityholders to which any Group Company, Parent or Parent GP is a party or bound (including any shareholders or similar agreements) and applicable Laws, in the case of the Parent Equity Awards or Company Equity Awards, in accordance with the applicable Parent Equity Plan or Company Equity Plan and any applicable grant, award or similar agreement with respect to each such Parent Equity Award or Company Equity Award, as applicable, and, in the case of any payments or other amounts under or in respect of the Parent Cash Plan, in accordance with the Parent Cash Plan and any applicable grant, award or similar agreement with respect thereto (collectively, the “Allocation Schedule Requirements”). The Company will review any comments to the Allocation Schedule provided by Pathfinder or any of its Representatives and consider in good faith the comments provided by Pathfinder or any of its Representatives and incorporate any comments proposed by Pathfinder or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, in no event shall the aggregate number of Pathfinder Shares set forth on the Allocation Schedule to be received or otherwise allocated to the Vested Parent Equityholders (and/or to be received or otherwise allocated in respect of any other vested Equity Securities of Parent or the Company 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 or otherwise, except solely in the circumstances described in Section 1.7) (i.e., the aggregate value of the Pathfinder Shares received by Vested Parent Equityholders or any other holders of any other vested Equity Securities in the Parent or the Company shall deliver not exceed (I) the Final Allocation Schedule together with 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 certification Company Common Shares being Dissenting Company Shares (based on the Pathfinder Common Share Value)). For the avoidance of doubt, any Unvested Parent Equity Awards or Unvested Company Equity Awards (including any Rollover Restricted Stock and Rollover RSUs received in respect of such Unvested Parent Equity Awards and Unvested Company Equity Awards pursuant to Parent at ClosingSection 1.4(c)) shall not be included as part of the Transaction Share Consideration and shall, to the extent provided in Section 1.4(c), instead be converted into comparable equity awards in Pathfinder and constitute awards issued under the Pathfinder Post-Closing Incentive Equity Plans.

Allocation Schedule. Section 1.12 of the Company Disclosure Schedule contains a schedule (the “Preliminary Allocation Schedule”a) showing (i) the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than five (5) Business Days prior to the estimated Closing Date, the Company shall deliver to Parent a Prospector and Newco (and Newco shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Final Allocation Schedule”) setting forth (i) the number and 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 Shares held by each Company Shareholder after giving effect to the Company Share Conversion and the number of Company Shares subject to each Company Equity Award held by each holder thereof and, in the same form as case of each Company M-Option, the Preliminary Allocation Scheduleexercise price thereof, updated for (iii) the anticipated Closing Date. An officer number of Amalco Common Shares and Amalco Earnout Special Shares that will be subject to each Rollover Equity Award, (iv) the portion of the Exchange Consideration allocated to each Company shall certify on behalf Shareholder determined in the manner determined under the Plan of Arrangement, (v) the number and designation of Surviving Company Warrants including Surviving Company Vesting Sponsor Warrants, held by each Investor, as applicable, after giving effect to the Company Amalgamation, (vi) the number and designation of Surviving 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 Company Amalgamation, and (vii) a certification, duly executed by an authorized officer of the Company, and not in any personal capacity, that the Final Allocation Schedule correctly reflects the calculations and/or good faith estimates therein required to be made information delivered pursuant to this Agreementclauses (i), is (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 the liquidation preference last sentence of this Section 2.3(a). The Company will review any comments to the Preferred Stock Allocation Schedule provided by Prospector or any of its 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 Amalco Shares that each other requirement Company Shareholder or Prospector Shareholder will have a right to receive pursuant to the Plan of Arrangement will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of Amalco Shares set forth on the Allocation Schedule that are 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 (including the certificate of incorporation 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 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 may not be modified after delivery to Prospector and Newco except pursuant to a written instruction from the Company, with certification from an authorized representative of the Company that such modification is true and correct. Prospector, the Exchange Agent and their respective Affiliates and Representatives shall deliver the Final be entitled to rely, without any independent investigation or inquiry, on such modified Allocation Schedule together with such certification to Parent at ClosingSchedule.

Allocation Schedule. Section 1.12 of the Company Disclosure Schedule contains a schedule (the “Preliminary Allocation Schedule”a) showing (i) the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than At least five (5) Business Days prior to the estimated Closing Date, SPAC shall deliver to the Company 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 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 rounded to the 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 Parent a SPAC an allocation schedule (the “Final Company Allocation Schedule”) in setting forth (i) the same form as number of Company Ordinary Shares, Company Options and Company RSUs held by each holder, (ii) such holder’s name and address, (iii) the Preliminary Allocation Schedule, updated for the anticipated Closing Date. An officer allocation of the Company shall certify on behalf Exchange Consideration among the holders of the CompanyCompany Ordinary Shares, and not in any personal capacity(iv) the number of shares of NewPubco Ordinary Shares that will be subject to each Assumed Company Option and Assumed Company RSU, that the Final Allocation Schedule correctly reflects the calculations and/or good faith estimates therein required to which shall be made pursuant to this Agreement, is determined in accordance with Section 2.2(a)(ii) and Section 2.2(a)(iii). The Company will review any comments to the liquidation preference 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, (i) the aggregate number of NewPubco Ordinary Shares that each Company Shareholder will have a right to receive under this Agreement will be rounded to the nearest whole share, and (ii) NewPubco and SPAC will be entitled to rely upon the Company Allocation Schedule for purposes of allocating NewPubco Ordinary Shares to the Company Shareholders and the conversion of the Preferred Stock Company Options and each other requirement of Company RSUs into the Governing Documents (including the certificate of incorporation of the CompanyAssumed Company Option and Assumed Company RSUs, pursuant to Section 2.2(a), and the Company shall deliver the Final Allocation Schedule together with such certification to Parent at Closing.

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

Allocation Schedule. Section 1.12 of the Company Disclosure Schedule contains a schedule (the “Preliminary Allocation Schedule”a) showing (i) the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than At least five (5) Business Days prior to the estimated Closing Date, SPAC shall deliver to the Company 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 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 rounded to the 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 Parent a SPAC an allocation schedule (the “Final Company Allocation Schedule”) in setting forth (i) the same form as number of Company Shares, Company Options and Company Warrants held by each holder, (ii) such holder’s name and address, (iii) the Preliminary Allocation Schedule, updated for the anticipated Closing Date. An officer allocation of the Company shall certify on behalf Merger Consideration among the holders of the CompanyCompany Shares, and not in any personal capacity(iv) the number of shares of NewPubco Ordinary Shares that will be subject to each Assumed Company Option and Converted Warrants, that the Final Allocation Schedule correctly reflects the calculations and/or good faith estimates therein required to which shall be made pursuant to this Agreement, is determined in accordance with Section 2.2(e). The Company will review any comments to the liquidation preference 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, (i) the aggregate number of NewPubco Ordinary Shares that each Company Shareholder will have a right to receive under this Agreement will be rounded to the nearest whole share, and (ii) NewPubco and SPAC will be entitled to rely upon the Company Allocation Schedule for purposes of allocating NewPubco Ordinary Shares to the Company Shareholders and the conversion of the Preferred Stock and each other requirement of Company Options into the Governing Documents (including the certificate of incorporation of the CompanyAssumed Company Option, pursuant to Section 2.2(a), and the Company shall deliver the Final Allocation Schedule together with such certification to Parent at Closing.

Allocation Schedule. Section 1.12 of The Company acknowledges and agrees that the Cash Merger Consideration and Securities Merger Consideration are being allocated among the Company Disclosure Stockholders pursuant to the schedule set forth on Schedule contains a schedule 3.1(i) (the “Preliminary Allocation Schedule”) showing (i) ). The Allocation Schedule reflects the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder information therein as of the date hereof: hereof and will be updated and delivered by the Company to 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 Governing Documents of the Company and applicable Law. In addition, the Allocation Schedule (i) does and will set forth (A) the number number, class and class of shares series of Company Capital Stock, Company Stock heldOptions and/or Company Warrants owned by each Pre-Closing Holder, (B) the number and class of shares of Company Capital Domesticated Acquiror Common Stock subject allocated to each Company Option held, if applicable, the exercise price per share, and whether such Company Holder is an employee of the CompanyStockholder, (C) the number portion of Stratasys Substituted Options the Cash Merger Consideration, if any, allocated to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted OptionCompany Stockholder, (D) a calculation with respect to each Pre-Closing Holder of Company Stock Options, the amount payable to such Company Holder (x) in respect number of shares of Company Capital StockDomesticated Acquiror Common Stock subject to, and (y) in respect the exercise price per share of the Vested Company Options (including Accelerated Options) and the Company WarrantDomesticated Acquiror Common Stock of, in respect of the Initial Closing Considerationeach Substitute Option, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) with respect to each Pre-Closing Holder of Company Warrants, the Pro Rata Indemnification Share number of such Company Holdershares of Domesticated Acquiror Common Stock subject to, and the exercise price per share of Domesticated Acquiror Common Stock of, each Substitute Warrant, and (ii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). No later than five Acquiror shall be entitled to conclusively rely on the Allocation Schedule (5) Business Days as updated prior to the estimated Closing Date, the Company shall deliver to Parent a schedule (the “Final Allocation Schedule”) in the same form as the Preliminary Allocation Schedule, updated for the anticipated Closing Date. An officer of the Company shall certify on behalf of the Company, and not in any personal capacity, that the Final Allocation Schedule correctly reflects the calculations and/or good faith estimates therein required to be made pursuant to this Agreement, is in accordance with the liquidation preference of the Preferred Stock and each other requirement of the Governing Documents (including the certificate of incorporation of the Company), and neither Acquiror nor its Affiliates shall have any liability with respect to the allocation of the Cash Merger Consideration or Securities Merger Consideration among the Company shall deliver Stockholders or the Final Allocation Schedule together with such certification to Parent at Closingcalculation of the number of shares of Domesticated Acquiror Common Stock subject to, or the exercise price per share of Domesticated Acquiror Common Stock of (as applicable), Substitute Options and Substitute Warrants under this Agreement.

Allocation Schedule. Section 1.12 of The Company shall deliver to the Company Disclosure Schedule contains a schedule (the “Preliminary Allocation Schedule”) showing (i) the Fully Diluted Share NumberPurchaser, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than at least five (5) Business Days prior to the estimated Closing Date, the Company shall deliver to Parent a schedule (the “Final Allocation Schedule”) in setting forth the same form as allocation of the Preliminary Allocation Schedule, updated Merger Consideration among the Company Security Holders (for the anticipated Closing Dateavoidance of doubt, giving effect to the Target Acquisitions). An officer of the The Company shall certify on behalf of the Company, acknowledges and not in any personal capacity, agrees that the Final Allocation Schedule correctly reflects the calculations and/or good faith estimates therein required to (a) is and will be made pursuant to this Agreement, is in accordance with the liquidation preference Organizational Documents of the Preferred Stock Company and applicable Law, (b) does and will set forth (i) the mailing addresses and email addresses, for each other requirement Company Security Holder, (ii) the number and class of Company 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 Target Acquisitions), and (iii) the portion of the Governing Documents Merger Consideration allocated to each Company Security Holder, including with respect to Company Options assumed by Purchaser pursuant to Section 1.9, the number of shares of Purchaser Common Stock subject to, and the exercise price per share of Purchaser Common Stock of each Converted Stock Option, and (c) is and will be accurate. Notwithstanding anything in 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 deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the certificate Merger Consideration), and none of incorporation 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 Company)consideration under this Agreement, and the Company shall deliver hereby irrevocably waives and releases the Final 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 together with and the allocation of the Merger Consideration among each Company Security Holder as set forth in such certification to Parent at ClosingAllocation Schedule.

Allocation Schedule. Section 1.12 of the Company Disclosure Schedule contains a schedule (the “Preliminary Allocation Schedule”) showing (i) the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than five three (53) Business Days prior to the estimated Closing Date, the Company shall deliver to Parent a Priveterra an allocation schedule (the “Final Allocation Schedule”) in setting forth, after giving effect to the same form as Subsidiary Merger and the Preliminary Allocation Schedule, updated for the anticipated Closing Date. An officer transactions set forth on Section 1.1(e) of the Company shall certify on behalf 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 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, and not in any personal capacity, that the Final Allocation Schedule correctly reflects the information and calculations and/or good faith estimates therein required to be made delivered pursuant to clauses (a), (b), (c) and (d) of this AgreementSection 2.4 are, is and will be as of immediately prior to the Effective Time, (i) true and correct in all respects, and (ii) in accordance with the liquidation preference applicable provisions of the Preferred Stock and each other requirement of this Agreement, the Governing Documents (including the certificate of incorporation of the Company)Company and applicable Laws and, and in the case of Company Options, the Company shall deliver Equity Plan and any applicable grant or similar agreement with respect to any such Company Option and, in the Final 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. The Company will review any comments to the Allocation Schedule together with such certification provided by Priveterra or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by P▇▇▇▇▇▇▇▇▇ or any of its Representatives to Parent at Closingcorrect inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of shares of Class A Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(vii) will be rounded down to the nearest whole share.

Allocation Schedule. Section 1.12 (a) No later than two (2) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a schedule executed by an authorized officer of the Company Disclosure Schedule contains a schedule (the “Preliminary Allocation Schedule”) showing (i) setting forth the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes equity capitalization of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: Closing including, for each holder of Company Capital Stock and Company Awards, (A) the number name and class email address of shares of Company Capital Stock heldsuch holder, (B) the number and class of shares or series of Company Capital Stock subject to each and Company Option held, if applicable, the exercise price per share, and whether Awards held by such Company Holder is an employee of the Companyholder, (C) the number portion of Stratasys Substituted Options to be issued the Aggregate Merger Consideration payable to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation in respect of the amount payable to Company Capital Stock and Company Awards held by such Company Holder holder (and (x) in respect the case of a Company Option, the number of shares of Company Capital StockDomesticated Acquiror Common Stock underlying the applicable Acquiror Option, and the exercise price thereof and (y) in the case of a Restricted Stock Award, the number of shares of Domesticated Acquiror Common Stock underlying the applicable Adjusted Restricted Stock Award) and (D) with respect to Company Awards, the vesting schedule and expiration or termination dates thereof. Except in order to effectuate the Company Preferred Conversion, the Company Warrant Settlement and the conversion of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than five (5) Business Days Convertible Notes prior to the estimated Closing DateClosing, the Company shall deliver to Parent a schedule (not permit the “Final exercise of any Company Option or Company Warrant from and after the delivery of the Allocation Schedule”. (b) The Company will consider in good faith Acquiror’s comments to the same form as the Preliminary Allocation Schedule, updated for and if any adjustments are made to the anticipated Closing Date. An officer of Allocation by the Company shall certify on behalf of at Acquiror’s request prior to the CompanyClosing, and not in any personal capacity, that the Final such adjusted Allocation Schedule correctly reflects shall thereafter become the Allocation Schedule for all purposes of this Agreement. The Allocation Schedule and the calculations and/or good faith estimates and determinations contained therein required to shall be made pursuant to this Agreement, is prepared in accordance with the liquidation preference Company’s Governing Documents, the DGCL and the applicable definitions contained in this Agreement. Each of Acquiror and Merger Sub shall be entitled to rely (without any duty of inquiry) upon the Allocation Schedule, and the Letter of Transmittal that shall be required to be delivered by the applicable holders of Company Common Stock as a condition to receipt of any portion of the Preferred Stock Aggregate Merger Consideration shall include a waiver of, among other things, any and each other requirement of all claims that the Governing Documents (including Allocation Schedule did not accurately reflect the certificate of incorporation terms of the Company), and the Company shall deliver the Final Allocation Schedule together with such certification to Parent at Closing’s Governing Documents.

Allocation Schedule. Section 1.12 (a) The Company has prepared and delivered to Parent an “Allocation Schedule,” prepared by the Company (prior to the Closing) in accordance with the Charter Documents of the Company Disclosure Schedule contains a schedule (the “Preliminary Allocation Schedule”) showing Company, which is accurate and complete in all respects setting forth: (i) the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration name and address (all being on the assumption, for the purposes or email address) of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and each Holder; (ii) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, held by such Holder as of immediately prior to the Effective Time; (Biii) the number priority of Stock Election Consideration proceeds to be distributed post-Closing amongst the Holders (assuming each Holder makes a Stock Election), in each case, designated by Tranche and class of shares of Company Capital Stock subject to each Company Option held, if applicable, calculated in accordance with the exercise price per share, Distribution Priorities and whether such Company Holder is an employee the terms of the Company’s Charter Documents; and (iv) and each Holder’s Percentage Interest with respect to such Holder’s Shares of Company Preferred Stock, if any. (Cb) the number The Company shall have provided a determination of Stratasys Substituted Options whether Taxes are required to be issued withheld from any payments to such holder each Holder under this Agreement (assuming submission of CTC Rollover Optionsa Form W-9 or Form W-8, as applicable). (c) The Allocation Schedule may be revised by the Holders’ Representative pursuant to the provisions of Section 2.07 to reflect Holders who have elected the Stock Election. (d) Parent, Merger Sub, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of Surviving Company will have the amount payable right to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than five (5) Business Days prior to the estimated Closing Date, the Company shall deliver to Parent a schedule (the “Final Allocation Schedule”) in the same form as the Preliminary Allocation Schedule, updated for the anticipated Closing Date. An officer of the Company shall certify rely on behalf of the Company, and not in any personal capacity, that the Final Allocation Schedule correctly reflects the calculations and/or good faith estimates therein required as setting forth a true, complete and accurate listing of all amounts due to be made pursuant paid by Parent, Merger Sub, and the Company to this Agreementthe Holders as Merger Consideration, is including the aggregate amount of the Adjusted Cash Election Consideration and the Percentage Interest for each Holder with respect to each Tranche. Parent, Merger Sub, and the Surviving Company will not have any liability with respect to the allocation of any cash paid to any Holder or any shares of Parent Common Stock distributed to (or liquidated on behalf of) any Holder in accordance with the liquidation preference of the Preferred Stock and each other requirement of the Governing Documents (including the certificate of incorporation of the Company), and the Company shall deliver the Final Allocation Schedule together with such certification to Parent at ClosingSchedule.

Allocation Schedule. Section 1.12 of the Company Disclosure Schedule contains a schedule (the “Preliminary Allocation Schedule”) showing (i) the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later Not less than five (5) Business Days prior to the estimated Closing Date, the Company shall will deliver to Parent Purchaser a schedule spreadsheet, in substantially the form of Exhibit G, setting forth with respect to each Equityholder: (a) such Equityholder’s name and email (and if known, physical) address as of the “Final Allocation Schedule”) in the same form as the Preliminary Allocation Schedule, updated for the anticipated Closing Date. An officer , (b) the number of Company Securities and stock certificate numbers of such Company Securities held by such Equityholder as of the Closing Date (including such shares subject to Vested Options or Company shall certify on behalf SAFEs), (c) the number of Unvested Options held by such Equityholder as of the CompanyClosing Date, (d) the Closing Payments and not in any personal capacity, that the Final Allocation Schedule correctly reflects the calculations and/or good faith estimates therein required Per Share Deferred Merger Consideration payable to be made pursuant to this Agreement, is such Equityholders in accordance with the liquidation preference provisions hereof, (e) his, her or its interest and Pro Rata Percentage in the Escrow Fund and Equityholder Representative Fund (assuming, in each case, no adjustments or claims), if applicable, and (f) the tax reporting character of the Preferred Stock payment to such Equityholder (e.g., IRS Form 1099 or IRS Form W-2) and whether Taxes will be required to be withheld with respect to such Person assuming submission of IRS Form W-9 (or W-8 as applicable) and assuming no exercise of appraisal rights pursuant to the DGCL (such spreadsheet, the “Allocation Schedule”). The amount each other requirement of Equityholder is entitled to receive as Merger Consideration and Deferred Merger Consideration shall be calculated in cash on a holder-by-holder basis in the Governing Documents Allocation Schedule and Updated Allocation Schedule, as applicable. Two (including 2) days prior to the certificate of incorporation of the Company)Closing Date, and the Company shall will deliver the Final to Purchaser an updated Allocation Schedule together with such certification (the “Updated Allocation Schedule”). Provided the Updated Allocation Schedule is reasonably acceptable to Parent at ClosingPurchaser, the Updated Allocation Schedule will be appended to this Agreement as Schedule 2.9 hereto.

Allocation Schedule. Section 1.12 (a) Parent’s payment to Stockholders at the Closing of their portion of the Company Disclosure Schedule contains a schedule Initial Merger Consideration shall be made to each Stockholder in accordance with an allocation schedule, signed by an officer of the Stockholder Representative, certifying as to the accuracy and completeness, to be delivered by the Stockholder Representative to Parent three (3) business days prior to the scheduled Closing Date (the “Preliminary Allocation Schedule”), which Allocation Schedule shall reflect the preferences of the various classes of Capital Stock. (b) showing The Allocation Schedule shall set forth (i) the Fully Diluted Share Numberidentity and mailing address of each record holder of Capital Stock and the number, class and series of shares of Capital Stock held by each such Stockholder; (ii) the identity and mailing address of each record holder of an Option and the number of shares of Common Stock exercisable for with respect to said Option; (iii) the portion of the Initial Merger Consideration Amountto be paid to each Stockholder with respect to each share of Capital Stock held by such Stockholder, and (iv) the Aggregate portion of the Option Consideration to be paid to each Option Holder. (c) The Allocation Schedule shall be deemed the definitive allocation of the Initial Merger Consideration payable to the Stockholders in connection with the Merger and the disbursement thereof. (d) After the payment of the Initial Merger Consideration, prior to any subsequent payments being made to the Per Share Aggregate Stockholders (including, without limitation, the Subsequent Merger Consideration (all being on Consideration), the assumption, for Stockholder Representative shall amend the purposes of the preparation of the Preliminary Allocation Schedule, that to the Working Capital Adjustment Amount is zeroextent necessary to reflect such payments, and deliver such amended Allocation Schedule to Parent at least two (ii2) for each Company Holder as of the date hereof: business days before such payment is due. (Ae) the number and class of shares of Company Capital Stock held, At least one (B1) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than five (5) Business Days business day prior to the estimated Closing Date, the Company shall deliver cause to be prepared and delivered to Parent a schedule (the “Final Allocation Schedule”) in the same form as the Preliminary Allocation Schedule, updated for the anticipated Closing Date. An officer of the Company shall certify on behalf of the Company, and not in any personal capacity, that the Final Allocation Schedule correctly reflects the calculations and/or good faith estimates therein required to be made pursuant to this Agreement, is in accordance with the liquidation preference of the Preferred Stock and each other requirement of the Governing Documents (including the certificate of incorporation of the Company), and the Company shall deliver the Final Allocation Schedule together with such certification to Parent at Closing.Stockholder Representative, a certificate (the

Allocation Schedule. Section 1.12 of the Company Disclosure Schedule contains a schedule (the “Preliminary Allocation Schedule”) showing (i) the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than five three (53) Business Days prior to the estimated Closing Date, the Company shall deliver to Parent a Priveterra an allocation schedule (the “Final Allocation Schedule”) in setting forth, after giving effect to the same form as Subsidiary Merger and the Preliminary Allocation Schedule, updated for the anticipated Closing Date. An officer transactions set forth on Section 1.1(e) of the Company shall certify on behalf 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 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, and not in any personal capacity, that the Final Allocation Schedule correctly reflects the information and calculations and/or good faith estimates therein required to be made delivered pursuant to clauses (a), (b), (c) and (d) of this AgreementSection 2.4 are, is and will be as of immediately prior to the Effective Time, (i) true and correct in all respects, and (ii) in accordance with the liquidation preference applicable provisions of the Preferred Stock and each other requirement of this Agreement, the Governing Documents (including the certificate of incorporation of the Company)Company and applicable Laws and, and in the case of Company Options, the Company shall deliver Equity Plan and any applicable grant or similar agreement with respect to any such Company Option and, in the Final 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. The Company will review any comments to the Allocation Schedule together with such certification provided by Priveterra or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by ▇▇▇▇▇▇▇▇▇▇ or any of its Representatives to Parent at Closingcorrect inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of shares of Class A Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(vii) will be rounded down to the nearest whole share.

Allocation Schedule. Section 1.12 of the Company Disclosure Schedule contains a schedule (the “Preliminary Allocation Schedule”) showing (i) the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than five (5) Business Days prior to the estimated Closing Date, the Company shall deliver to Parent a Acquiror an allocation schedule (the “Final Allocation Schedule”) setting forth: (a) (i) the number of shares of Company Common Stock held by each Company stockholder or, in the same form as case of Persons with a Consideration Share Entitlement, the Preliminary Allocation Schedulenumber of Consideration Shares to which such Person is entitled under the terms of the Pixel Labs Merger Agreement, updated for (ii) the anticipated Closing Date. An officer 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 shall certify on behalf Options, the exercise price thereof, (b) the portion of the Company, and not in any personal capacity, that the Final Allocation Schedule correctly reflects the calculations and/or good faith estimates therein required Aggregate Merger Consideration allocated to be made each holder of Company Common Stock or Consideration Share Entitlement pursuant to this Agreement, is in accordance with the liquidation preference of the Preferred Stock and each other requirement of the Governing Documents (including the certificate of incorporation of the CompanySection 3.1(b), and (c) on a holder-by-holder basis and award-by-award basis, (i) each Acquiror Option that will be outstanding as of the Closing, and, with respect to such Acquiror Option, the number of shares of Acquiror Post-Merger Class B Common Stock issuable upon exercise of such Acquiror Option and the exercise price of such Acquiror Option, (ii) each Adjusted Restricted Stock Award that will be outstanding as of the Closing and the number of shares of Acquiror Post-Merger Class B Common Stock subject to such Adjusted Restricted Stock Award, (iii) each Adjusted RSU that will be outstanding as of the Closing and the number of shares of Acquiror Post-Merger Class B Common Stock subject to such Adjusted RSU, in each case, including a reasonably detailed itemization of the components thereof. The Company shall deliver will review any comments to the Final Allocation Schedule together with such certification provided by Acquiror and consider in good faith and incorporate any reasonable comments proposed by Acquiror to Parent at Closingcorrect inaccuracies.

Allocation Schedule. Section 1.12 of the (a) The Company Disclosure Schedule contains shall prepare and deliver to Purchaser a schedule spreadsheet (the “Preliminary Allocation Schedule”) showing (i) at least five Business Days prior to the Fully Diluted Share NumberClosing and reasonably satisfactory to Purchaser, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes which Allocation Schedule shall be dated as of the preparation Closing Date and shall set forth all of the information (in addition to the other required data and information specified in this Agreement) set forth on the Preliminary Allocation Schedule, as of immediately prior to the Closing. The Allocation Schedule shall, among other things, include for each Company Shareholder, its full name, address, its registration number (except for each Company Shareholder that is a natural person) and the Working number and class of each Company Capital Adjustment Amount is zeroShare held. The Allocation Schedule shall be binding on all Sellers. Each Seller hereby acknowledges and agrees that (i) such Seller has reviewed the Preliminary Allocation Schedule and agrees to the computations and formulas contained therein, and (ii) the Company will update the Preliminary Allocation Schedule for each Company Holder as purposes of preparing and delivering the date hereof: (A) Allocation Schedule, which updates may include changes to financial or other data, changes to the number Company’s capitalization occurring following the Agreement Date, changes necessary or advisable to conform the allocation of proceeds to this Agreement and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per shareNew Articles, and whether such Company Holder is an employee of the Companychanges to correct errors, (C) the number of Stratasys Substituted Options inaccuracies or ambiguities. Each Seller hereby authorizes and agrees to be issued to such holder of CTC Rollover Options, and bound by the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than five (5) Business Days prior to the estimated Closing Date, the Company shall deliver to Parent a schedule (the “Final Allocation Schedule”) in the same form as , including after giving effect to any updates made to the Preliminary Allocation Schedule. Each Seller agrees that the Allocation Schedule will represent the final and conclusive determination of the allocation of consideration and proceeds under this Agreement, updated subject to the other adjustments specifically provided for in this Agreement. (b) The Allocation Schedule shall be accompanied by reasonably detailed back-up documentation for the anticipated Closing Datecalculations contained therein. An officer The Company shall make available to Purchaser and its attorneys, accountants and other representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing the Allocation Schedule and reasonable access to Employees of any member of the Company shall certify on behalf and its Affiliates as Purchaser may reasonably request in connection with its review of the CompanyAllocation Schedule, and not will otherwise cooperate in any personal capacity, that the Final Allocation Schedule correctly reflects the calculations and/or good faith estimates therein required with Purchaser’s and its attorneys’, accountants’ and other representatives’ review and shall take into consideration in good faith any comments of Purchaser on the Allocation Schedule. Notwithstanding the foregoing, in no event will any of Purchaser’s rights be considered waived, impaired or otherwise limited as a result of Purchaser not making an objection prior to be made pursuant to this Agreementthe Closing or its making an objection that is not fully implemented in a revised Allocation Schedule, is in accordance with the liquidation preference of the Preferred Stock and each other requirement of the Governing Documents (including the certificate of incorporation of the Company), and the Company shall deliver the Final Allocation Schedule together with such certification to Parent at Closingas applicable.

Allocation Schedule. Section 1.12 of The Company acknowledges and agrees that the Total Share Consideration is being allocated among the Company Disclosure Stockholders pursuant to the schedule set forth on Schedule contains a schedule 1.3(k) (the “Preliminary Allocation Schedule”) showing (i) ). The Allocation Schedule reflects the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder information therein as of the date hereof: 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 shares of Company Capital Common Stock held(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, (B3) the number and class of shares of Parent Class A Common Stock allocated to each Company Capital 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 Option heldStockholders or the calculation of the number of shares of Parent Class A Common Stock subject to, if applicable, or the exercise price per shareshare of Parent Class A Common Stock of (as applicable), and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Substitute Options, Substitute Warrants and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than five (5) Business Days prior to the estimated Closing Date, the Company shall deliver to Parent a schedule (the “Final Allocation Schedule”) in the same form as the Preliminary Allocation Schedule, updated for the anticipated Closing Date. An officer of the Company shall certify on behalf of the Company, and not in any personal capacity, that the Final Allocation Schedule correctly reflects the calculations and/or good faith estimates therein required to be made pursuant to Substitute RSUs under this Agreement, is in accordance with the liquidation preference of the Preferred Stock and each other requirement of the Governing Documents (including the certificate of incorporation of the Company), and the Company shall deliver the Final Allocation Schedule together with such certification to Parent at Closing.

Allocation Schedule. Section 1.12 of the Company Disclosure Schedule contains a schedule (the “Preliminary Allocation Schedule”a) showing (i) the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than five three (53) Business Days prior to the estimated Closing Date, the Company shall deliver to Parent a Acquiror (and Acquiror shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Final Allocation Schedule”), setting forth (i) in the same form as number of shares of Company Stock held by each Company Stockholder after giving effect to the Preliminary Allocation SchedulePreferred Stock Conversion and the number of shares of Company Common Stock subject to each Company Option held by each holder thereof and the exercise price thereof, updated (ii) (A) the number of shares of Acquiror Common Stock that will be subject to each Exchanged Company Option, which shall be determined by multiplying the number of shares of Company Common Stock subject to the corresponding Company Option immediately prior to the Effective Time by the Per Share Consideration and rounding the resulting number down to the nearest whole number of shares of Acquiror Common Stock, and (B) the exercise price thereof at the Effective Time, which shall be determined by dividing the per share exercise price for the anticipated Closing Date. An number of shares of Company Common Stock subject to the corresponding Company Option in effect immediately prior to the Effective Time by the Per Share Consideration, and rounding the resulting exercise price up to the nearest whole cent,, (iii) (A) the number of shares of Acquiror Common Stock that will be subject to each Assumed Warrant, which shall be determined by multiplying the number of shares of Company Common Stock subject to the corresponding Assumed Warrant immediately prior to the Effective Time by the Per Share Consideration and rounding the resulting number down to the nearest whole number of shares of Acquiror Common Stock, and (B) the exercise price thereof at the Effective Time, which shall be determined by dividing the per share exercise price for the number of shares of Company Common Stock subject to the corresponding Assumed Warrant in effect immediately prior to the Effective Time by the Per Share Consideration, and rounding the resulting exercise price up to the nearest whole cent, (iv) the portion of the Acquiror Common Stock Consideration allocated to each Company Stockholder, determined by multiplying the number of shares of Company Stock held by such Company Stockholder immediately prior to the Effective Time by the Per Share Consideration, (v) the portion of the Earnout Stock to be allocated to each Company Stockholder pursuant to and in accordance with Section 2.09, which shall be allocated on a pro rata basis which shall be determined by dividing the aggregate number of shares of Company Stock held by such Company Stockholder by the number of shares of Company Fully Diluted Stock, (vi) the portion of the Earnout Stock to be allocated to each holder of Assumed Warrants, which shall be allocated on a pro rata basis determined by dividing the aggregate number of shares of Company Stock held by such holder of Assumed Warrants on an as-converted basis by the number of shares of Company Fully Diluted Stock, (vii) the portion of the Company RSUs to be allocated pursuant to the terms of this Agreement and (viii) a certification, duly executed by an authorized officer of the Company, in his or her capacity as an officer of the Company shall certify on behalf of the Company, and not in any personal his or her individual capacity, that the Final information delivered in the Allocation Schedule correctly reflects is and, as of immediately prior to the calculations and/or Effective Time, will be true and correct in all respects. The Company will review any comments to the Allocation Schedule provided by Acquiror or any of its Representatives and consider in good faith estimates therein required any reasonable comments proposed by Acquiror or any of its Representatives. Notwithstanding the foregoing or anything to be made the contrary herein (x) the aggregate number of shares of Acquiror Common Stock that each Company Stockholder will have a right to receive pursuant to this Agreementthe Allocation Schedule as of the Effective Time will be rounded down to the nearest whole share. For the avoidance of doubt, is in accordance no event shall the aggregate number of shares of Acquiror Common Stock set forth on the Allocation Schedule exceed the Acquiror Common Stock Consideration and, if issued pursuant to Section 2.09, the Earnout Stock. In connection with the liquidation preference preparation of the Preferred Stock Allocation Statement and each other requirement the calculation of Adjusted Equity Value, Acquiror shall provide the Company with a good faith estimate, duly certified by an authorized officer of Acquiror, in his or her capacity as an officer of Acquiror and not in his or her individual capacity, of the Governing Documents (including the certificate of incorporation of the Company)aggregate amount Transaction Expenses, and any corresponding Expense Shortfall, no later than four (4) Business Days prior to the Closing Date, which figure the Company shall deliver be entitled to rely on for all purposes in preparation of the Final Allocation Statement. (b) Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall be entitled to rely, without any independent investigation or inquiry, on the names, amounts and other information set forth in the Allocation Schedule. None of Acquiror, the Exchange Agent nor their respective Affiliates or Representatives shall have any liability to any Company Stockholder or any of its Affiliates for relying on the Allocation Schedule, other than in the case of gross negligence or willful misconduct. Except with Acquiror’s written consent, the Allocation Schedule together shall not be deemed formally modified for purposes of this Agreement after its initial delivery to Acquiror except pursuant to a written instruction from the Company, with certification from an authorized representative of the Company that such certification modification is true and correct. Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall then be entitled to Parent at Closingrely, without any independent investigation or inquiry, on such modified Allocation Schedule.

Allocation Schedule. Section 1.12 Attached hereto as Exhibit A is the current draft of the Company Disclosure Allocation Schedule contains a schedule (the “Preliminary Allocation Schedule”) showing (i) the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being based on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holdercurrently available information. No later than five (5) One Business Days Day prior to the estimated Closing DateClosing, the Company shall deliver to Parent a schedule (the “Final Allocation Schedule”) in the same form as the Preliminary an updated Allocation Schedule, which Allocation Schedule shall be updated for to reflect (a) the anticipated Closing Date. An officer final number of shares under the heading “At-Risk Shares” and (b) the final number of shares of Parent Common Stock to be issued at Closing, the final number of Time-Based Shares and the final number of Market-Based Shares (and, in each case, the related allocations thereof), which numbers and related allocations shall be adjusted to reflect (i) the final number of shares under the heading “At-Risk Shares”, (ii) certain expenses incurred by the Company in connection with the transactions contemplated hereby, (iii) any adjustment pursuant to Section 2.7(f) and (iv) any Rightsholders or Non-Continuing Rightsholder ceasing to be eligible to receive Payments hereunder pursuant to the terms of the Company Rights Plan and/or the At-Risk Plan between the date hereof and the Closing. Subsequent to the Closing, if Seller or one or more Rightsholders forfeit shares of Parent Common Stock pursuant to the terms hereof, in the case of Seller, or of such Rightsholders’ Restricted Stock Award Agreement, in the case of such Rightsholder, then the Representative shall certify on behalf as soon as reasonably practicable prepare a revised Allocation Schedule reflecting the forfeited shares of Parent Common Stock as well as revised Indemnification Percentages (if applicable). The Company represents, warrants and agrees that (i) the Allocation Schedule, as updated in accordance with this Section 2.6(h), complies with (and will comply with) and does not (and will not) violate any provision of the Company Charter Documents, the Company Rights Plan, the At-Risk Plan or any other agreement, arrangement or understanding to which the Company and any holder or holders of capital stock, other securities of the Company, Rights or Enhanced Benefits are parties, in each case as in effect as of the Closing Date, and not in any personal capacity, that (ii) the Final Allocation Schedule correctly reflects will be used by Parent and the calculations and/or good faith estimates therein required Representative for all purposes of determining the amounts to be made pursuant to this Agreementwhich any holder of capital stock, is in accordance with the liquidation preference of the Preferred Stock and each other requirement of the Governing Documents (including the certificate of incorporation securities of the Company), Rights, or Enhanced Benefits is entitled with respect to the Payments and each of Parent and the Company Representative shall deliver be entitled to assume the Final accuracy of such Allocation Schedule together with such certification to Parent at and after the Closing.