Common use of Allocation Schedule Clause in Contracts

Allocation Schedule. (a) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (and Acquiror shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Allocation Schedule”), setting forth (i) the number of shares of Company Stock held by each Company Stockholder after giving effect to the Preferred 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, (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 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 and not in his or her individual capacity, that the information delivered in the Allocation Schedule is and, as of immediately prior to the 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 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 Effective Time will be rounded down to the nearest whole share. For the avoidance of doubt, in 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 preparation of the Allocation Statement and 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 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 be entitled to rely on for all purposes in preparation of the 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 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 modification is true and correct. Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall then be entitled to rely, without any independent investigation or inquiry, on such modified Allocation Schedule.

Allocation Schedule. (a) No later than At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (and Acquiror shall thereafter deliver to the Exchange Agent) Athena an allocation schedule executed by an authorized officer of the Company, solely in his or her capacity as an officer of the Company (and without any personal liability) (the “Allocation Schedule”), ) setting forth (i) the number of shares of Company Common Stock held by each Company Stockholder after giving effect stockholder (including (x) the number of shares of Company Common Stock immediately prior to the Preferred Closing, subject to the Company Warrants that will be exercised for shares of Company Common Stock Conversion pursuant to Section 3.1(b) held by each holder thereof and (y) the number of shares of Company Restricted Stock, the number of shares of Company Common Stock subject to each Company RSU Award, the number of shares of Company Common Stock subject to each Company Option held by each holder thereof and the exercise price thereof, (ii) (A) the number of shares of Acquiror Common Stock that as well as whether each such Company Option 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 a Vested 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 number of shares of Company Common Stock subject to the corresponding or an Unvested 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 and not in his or her individual capacity, that the information delivered in the Allocation Schedule is and, as of immediately prior to the Effective Time, (ii) in the case of the Company Options, the exercise price and, if applicable, the exercise date, (iii) the portion of the Aggregate Merger Consideration allocated to each Company Option and each Company RSU Award pursuant to Section 3.8(a) and Section 3.8(b) respectively, and the portion of the Aggregate Merger Consideration allocated to each share of Company Common Stock pursuant to Section 3.2(a)(i) (including, for the avoidance of doubt, each share of Company Common Stock that is issued upon exercise of the Company Warrants immediately prior to the Closing pursuant to Section 3.1(b)), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof (including the Exchange Ratio), and (iv) the exercise price of each Rollover Option (as defined below) at the Effective Time. The Allocation Schedule (and the calculations and determinations contained therein) will be true prepared in accordance with the applicable provisions of this Agreement, the organizational documents of the Company, and correct applicable Laws, in all respectsthe case of the Company Options and Company RSU Awards, in accordance with the Company Equity Plan and any applicable grant or similar agreement with respect to each Company Option and each Company RSU Award and, in the case of the Company Common Stock issued upon exercise of the Company Warrants immediately prior to the Closing pursuant to Section 3.1(b), the Company Warrant Agreement (collectively, the “Allocation Schedule Principles”). The Company will review any comments to the Allocation Schedule provided by Acquiror Athena or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by Acquiror Athena or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein 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 Effective Time will be rounded down to the nearest whole share. For the avoidance of doubt, in no event shall the aggregate number of shares of Acquiror Common Stock Athena Shares set forth on the Allocation Schedule that are allocated in respect of the Company Common Stock, Company Options, Company RSU Awards or Company Warrants (or, for the avoidance of doubt, the Company Equityholders) exceed the Acquiror Common Stock Aggregate Merger Consideration andand (y) Athena, if issued pursuant to Section 2.09, the Earnout Stock. In connection with the preparation of the Allocation Statement Merger Sub and 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 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 Exchange Agent will be entitled to rely on for all purposes in preparation of upon the Allocation Statement. (b) Acquiror, Schedule for purposes of allocating the transaction consideration to the Company Equityholders under this Agreement or under the Exchange Agent and their respective Affiliates and Representatives shall be entitled to relyAgreement, 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 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 modification is true and correct. Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall then be entitled to rely, without any independent investigation or inquiry, on such modified Allocation Scheduleas applicable.

Allocation Schedule. (a) No later than three two (32) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (and Acquiror shall thereafter deliver to the Exchange Agent) an allocation a schedule (the “Allocation Schedule”), setting forth (i) the number of shares of Company Stock held by each Company Stockholder after giving effect to the Preferred 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, (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 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 Company (the “Allocation Schedule”) setting forth the equity capitalization of the Company as of the Closing including, for each holder of Company Capital Stock and not Company Awards, (A) the name and email address of such holder, (B) the number and class or series of Company Capital Stock and Company Awards held by such holder, (C) the portion of the Aggregate Merger Consideration payable to such holder in his or her individual capacity, that respect of the information delivered Company Capital Stock and Company Awards held by such holder (and (x) in the Allocation Schedule is andcase of a Company Option, as the number of immediately shares of Domesticated 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 Convertible Notes prior to the Effective TimeClosing, will be true the Company shall not permit the exercise of any Company Option or Company Warrant from and correct in all respects. after the delivery of the Allocation Schedule. (b) The Company will review any consider in good faith Acquiror’s comments to the Allocation Schedule provided by Acquiror or Schedule, and if 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 adjustments are made to the Allocation Schedule as of by the Effective Time will be rounded down Company at Acquiror’s request prior to the nearest whole share. For the avoidance of doubtClosing, in no event such adjusted Allocation Schedule shall the aggregate number of shares of Acquiror Common Stock set forth on thereafter become the Allocation Schedule exceed for all purposes of this Agreement. The Allocation Schedule and the Acquiror Common Stock Consideration and, if issued pursuant to Section 2.09calculations and determinations contained therein shall be prepared in accordance with the Company’s Governing Documents, the Earnout Stock. In connection with the preparation of the Allocation Statement DGCL and the calculation of Adjusted Equity Value, Acquiror shall provide the Company with a good faith estimate, duly certified by an authorized officer of Acquiror, applicable definitions contained in his or her capacity as an officer this Agreement. Each of Acquiror and not in his or her individual capacity, of the 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 Merger Sub shall be entitled to rely on for all purposes in preparation of the Allocation Statement. (b) Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall be entitled to rely, without any independent investigation or duty of 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 ) 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 Aggregate Merger Consideration shall include a waiver of, among other than in the case of gross negligence or willful misconduct. Except with Acquiror’s written consentthings, any and all claims that the Allocation Schedule shall did not be deemed formally modified for purposes accurately reflect the terms 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 modification is true and correct. Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall then be entitled to rely, without any independent investigation or inquiry, on such modified Allocation Schedule’s Governing Documents.

Allocation Schedule. (a) No later than three (3) Business Days prior to the Closing DateThe Allocation Schedule sets forth, the Company shall deliver to Acquiror (and Acquiror shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Allocation Schedule”)without limitation, setting forth (i) the number name, address and email address of shares of Company Stock held by each Company Stockholder after giving effect to the Preferred 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 thereofEquityholder, (ii) (A) the number of shares of Acquiror Common Stock that will be subject to Company Shares and Company Options held by 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 Equityholder (Biii) the exercise price thereof at of each Vested Option and Unvested Option (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 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“Exercise Price”), (iv) the portion vesting schedule 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 ConsiderationUnvested Option, (v) the portion amount of the Earnout Stock to be allocated cash payable to each Company Stockholder pursuant such Equityholder (prior to and in accordance with Section 2.09, which shall be allocated on a pro rata basis which shall be determined by dividing applicable withholding) at the aggregate number of shares of Company Stock held by such Company Stockholder by the number of shares of Company Fully Diluted StockClosing, (vi) the portion Pro Rata Share of the Earnout Stock to be allocated each Equityholder including with respect to each holder of Assumed WarrantsOptionholder, which shall be allocated on a pro rata basis determined by dividing the aggregate number of shares of Company Stock held by Pro Rata Share attributable to such holder of Assumed Warrants on an as-converted basis by the number of shares of Company Fully Diluted Stock, Optionholder’s Vested Options and Unvested Options and (vii) the portion of the Company RSUs deductions applicable to be allocated pursuant such Equityholder with respect 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 and not in his or her individual capacity, that the information delivered in the Allocation Schedule is and, as of immediately prior to the 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 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 Effective Time will be rounded down to the nearest whole share. For the avoidance of doubt, in 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 2.09Adjustment Holdback Amount, the Earnout Stock. In connection with the preparation of the Allocation Statement Expense Fund and 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 aggregate amount Transaction Expenses, and any corresponding Expense Shortfall, no later than four (4) Business Days prior to the Retained Closing Date, which figure the Company shall be entitled to rely on for all purposes in preparation of the Allocation StatementAmount. (b) Acquiror, Each of the Exchange Agent parties hereby acknowledges and their respective Affiliates agrees (i) with the allocations and Representatives shall be entitled to rely, without any independent investigation or inquiry, on the names, amounts and other information calculation set forth in the Allocation Schedule. None , (ii) that the preparation and accuracy of Acquirorthe 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 Exchange 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 their respective Affiliates the Company, Paying Agent or Representatives the Section 102 Trustee shall have any liability to any Company Stockholder Seller, Optionholder or any of its Affiliates for relying on other Person with respect to any claim that the Allocation Schedule, other than in the case of gross negligence or willful misconduct. Except with Acquiror’s written consent, amounts payable pursuant to the Allocation Schedule shall not be deemed formally modified for purposes 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 after its initial delivery Agreement. (c) It is understood that the Allocation Schedule is subject to Acquiror except pursuant change to a written instruction from give effect to (i) preferences of the Company, with certification from an authorized representative holders of preferred shares of the Company that such modification is true immediately prior to the Closing and correct(ii) Unvested Options which have become Deemed Vested Options under this Agreement. AcquirorFollowing each distribution of cash made under this Agreement by Purchaser to the Paying Agent, the Exchange Sellers’ Representative will provide to the Paying Agent an updated Allocation Schedule (after providing the Purchaser reasonable opportunity to review and their respective Affiliates and Representatives shall then be entitled to rely, without any independent investigation or inquiry, comment on such modified Allocation Scheduleupdate) on the basis of which the cash distributed to the Paying Agent will be distributed to the Equityholders.

Allocation Schedule. (a) No later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (and Acquiror shall thereafter deliver to the Exchange Agent) CPUH an allocation schedule (the “Allocation Schedule”), ) setting forth (ia) the number of shares of Company Stock Equity Securities held by each Company Stockholder after giving effect to the Preferred Stock Conversion 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 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 case of the Company 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, (ii) (Ab) the number of shares of Acquiror Pubco Common Stock that will be subject to each Exchanged Company Rollover 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 Rollover RSU and rounding the resulting number down to the nearest whole number of shares of Acquiror Common Stock, Assumed Warrant and (B) the exercise price thereof of each such Rollover Option and Company Warrant at the Intermediate Merger Effective Time, which shall be in each case, determined by dividing the per share exercise price for the number of shares of Company Common Stock subject in accordance with Section 2.5 and Section 2.6, as applicable, as well as reasonably detailed calculations with respect to the corresponding Company Option in effect immediately prior to the Effective Time by the Per Share Consideration, components and rounding the resulting exercise price up to the nearest whole cent,subcomponents thereof, (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, (ivc) the portion of the Acquiror Common Stock Aggregate Intermediate Merger Closing Merger 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 Section 2.1(a)(xv), as well as reasonably detailed calculations with respect to the components 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 Stocksubcomponents thereof, (vid) the portion of the Earnout Stock to be Aggregate Intermediate Merger Closing Merger Consideration allocated to each holder of Assumed Warrantsa Company Convertible Note pursuant to Section 2.6(b), which shall be allocated on a pro rata basis determined by dividing as well as reasonably detailed calculations with respect to 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, components and subcomponents thereof and (viie) the portion of Contingency Pro Rata Share for each Eligible Company Equityholder, in the Company RSUs to be allocated pursuant event that any Contingency Consideration becomes payable, as well as reasonably detailed calculations with respect to the terms of this Agreement components and (viii) a certification, duly executed by an authorized officer of the Company, in his or her capacity as an officer of the Company and not in his or her individual capacity, that the information delivered in the Allocation Schedule is and, as of immediately prior to the Effective Time, will be true and correct in all respectssubcomponents thereof. The Company will review any comments to the Allocation Schedule provided by Acquiror CPUH or any of its Affiliates or Representatives and consider in good faith and incorporate any reasonable comments proposed by Acquiror CPUH or any of its RepresentativesAffiliates or Representatives to correct inaccuracies or otherwise clarify any information contained in the Allocation Schedule. Notwithstanding the foregoing or anything to the contrary herein (x) herein, the aggregate number of shares of Acquiror Pubco Common Stock that each Company Stockholder will have a right to receive pursuant to the Allocation Schedule as of the Effective Time Section 2.1(a)(xv) will be rounded down to the nearest whole share. For the avoidance of doubt, in 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 preparation of the Allocation Statement and 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 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 be entitled to rely on for all purposes in preparation of the 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 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 modification is true and correct. Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall then be entitled to rely, without any independent investigation or inquiry, on such modified Allocation Schedule.

Allocation Schedule. (a) No later than three (3) Attached hereto as Exhibit A is the current draft of the Allocation Schedule based on currently available information. One Business Days Day prior to the Closing DateClosing, the Company shall deliver to Acquiror (and Acquiror shall thereafter deliver to the Exchange Agent) Parent an allocation schedule (the “updated Allocation Schedule”, which Allocation Schedule shall be updated to reflect (a) the final number of shares under the heading “At-Risk Shares” and (b) the final number of shares of Parent Common Stock to be issued at Closing, the final number of Time-Based Shares and the final number of Market-Based Shares (and, in each case, the related allocations thereof), setting forth which numbers and related allocations shall be adjusted to reflect (i) the final number of shares of Company Stock held by each Company Stockholder after giving effect to under the Preferred 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 thereofheading “At-Risk Shares”, (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 certain expenses incurred by the Per Share Consideration and rounding Company in connection with 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 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,transactions contemplated hereby, (iii) (Aany adjustment pursuant to Section 2.7(f) 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 any Rightsholders or Non-Continuing Rightsholder ceasing to be allocated eligible 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 receive Payments hereunder pursuant to the terms of the Company Rights Plan and/or the At-Risk Plan between the date hereof and the Closing. Subsequent to the Closing, if Seller or one or more Rightsholders forfeit shares of Parent Common Stock pursuant to the terms hereof, in the case of Seller, or of such Rightsholders’ Restricted Stock Award Agreement, in the case of such Rightsholder, then the Representative shall as soon as reasonably practicable prepare a revised Allocation Schedule reflecting the forfeited shares of Parent Common Stock as well as revised Indemnification Percentages (if applicable). The Company represents, warrants and agrees that (i) the Allocation Schedule, as updated in accordance with this Agreement Section 2.6(h), complies with (and will comply with) and does not (viiiand will not) a certificationviolate any provision of the Company Charter Documents, duly executed by an authorized officer 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 his or her capacity each case as an officer of the Company and not in his or her individual capacity, that the information delivered in the Allocation Schedule is and, effect as of immediately prior to the 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 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 Effective Time will be rounded down to the nearest whole share. For the avoidance of doubt, in 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 preparation of the Allocation Statement and 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 aggregate amount Transaction Expenses, and any corresponding Expense Shortfall, no later than four (4) Business Days prior to the Closing Date, and (ii) the Allocation Schedule will be used by Parent and the Representative for all purposes of determining the amounts to which figure any holder of capital stock, other securities of the Company Company, Rights, or Enhanced Benefits is entitled with respect to the Payments and each of Parent and the Representative shall be entitled to rely on for all purposes in preparation assume the accuracy of the 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 such Allocation Schedule shall not be deemed formally modified for purposes of this Agreement at and 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 modification is true and correct. Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall then be entitled to rely, without any independent investigation or inquiry, on such modified Allocation ScheduleClosing.

Allocation Schedule. (a) No later than three At least five (35) Business Days prior to the Closing Date, the Company SPAC shall deliver to Acquiror (and Acquiror shall thereafter deliver to the Exchange Agent) Company an allocation schedule (the “SPAC Allocation Schedule”), ) setting forth (i) the number of shares of Company Stock SPAC Class A Shares, SPAC Class B Shares and SPAC Warrants held by each Company Stockholder after giving effect to the Preferred 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 thereofholder, (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 such holder’s name and rounding the resulting number down to the nearest whole number of shares of Acquiror Common Stockaddress, and (Biii) 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 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 allocation of the Acquiror Common Stock SPAC Merger Consideration allocated to each Company Stockholderamong the holders of SPAC Class A Shares, 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 SPAC Class B Shares 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 SPAC 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 and not in his or her individual capacity, that the information delivered in the Allocation Schedule is and, as of immediately prior to the Effective Time, will be true and correct in all respects. The Company SPAC will review any comments to the SPAC Allocation Schedule provided by Acquiror the Company or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by Acquiror the Company or any of its Representatives. . (b) Notwithstanding the foregoing or anything to the contrary herein herein, (xi) the aggregate number of shares of Acquiror Common Stock NewPubco Ordinary Shares that each Company Stockholder SPAC Shareholder will have a right to receive pursuant (or NewPubco Warrants to be issued to each SPAC Shareholder in respect of any other Equity Securities of SPAC prior to the Allocation Schedule as of the Effective Time Closing) under this Agreement will be rounded down to the nearest whole share. For , and (ii) NewPubco and the avoidance of doubt, in no event shall Company will be entitled to rely upon the aggregate number of shares of Acquiror Common Stock set forth on the SPAC Allocation Schedule exceed for purposes of allocating NewPubco Ordinary Shares to the Acquiror Common Stock Consideration and, if issued SPAC Shareholders and the conversion of the SPAC Warrants into the Assumed SPAC Warrants pursuant to Section 2.09, the Earnout Stock. In connection with the preparation of the Allocation Statement and 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 aggregate amount Transaction Expenses, and any corresponding Expense Shortfall, no later than four 2.6. (4c) At least five (5) Business Days prior to the Closing Date, which figure Company shall deliver to SPAC an allocation schedule (the “Company Allocation Schedule”) setting forth (i) the number of Company Ordinary Shares, Company Options and Company RSUs held by each holder, (ii) such holder’s name and address, (iii) the allocation of the Company Exchange Consideration among the holders of Company Ordinary Shares, and (iv) the number of shares of NewPubco Ordinary Shares that will be subject to each Assumed Company Option and Assumed Company RSU, which shall be determined in accordance with Section 2.2(a)(ii) and Section 2.2(a)(iii). The Company will review any comments to the Company Allocation Schedule provided by SPAC or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by SPAC or any of its Representatives. (d) Notwithstanding the foregoing or anything to the contrary herein, (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 on for all purposes in preparation of upon the 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 shall not be deemed formally modified for purposes of this Agreement after its initial delivery allocating NewPubco Ordinary Shares to Acquiror except pursuant to a written instruction from the Company, with certification from an authorized representative Company Shareholders and the conversion of the Company that such modification is true Options and correct. AcquirorCompany RSUs into the Assumed Company Option and Assumed Company RSUs, the Exchange Agent and their respective Affiliates and Representatives shall then be entitled pursuant to rely, without any independent investigation or inquiry, on such modified Allocation ScheduleSection 2.2(a).

Allocation Schedule. (a) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (and Acquiror shall thereafter deliver to the Exchange Agent) Parent an allocation schedule (the “Allocation Schedule”), ) setting forth (ia) the number of shares of Company Stock Shares held by each Company Stockholder, including (without duplication) each Company Stockholder after giving effect who holds Company Shares subject to the Preferred a Company Restricted Stock Conversion and Award, the number of shares of Company Common Stock Shares subject to each Company Option held by each holder thereof and thereof, as well as whether each such Company Option will be a Vested Company Option or an Unvested Company Option as of immediately prior to the Effective Time, and, in the case of the Company Options the exercise price thereof, (ii) (Ab) the number of shares of Acquiror Common Stock Parent Shares that will be subject to each Exchanged Company Rollover 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, as well as the exchange ratio on which shall be determined by dividing the per share exercise price such calculations are based (which shall, for the number avoidance of shares of Company Common Stock subject doubt, be the same exchange ratio for each calculation pursuant 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,this clause (b)), (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, (ivc) the portion of the Acquiror Common Stock Transaction Share 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 (viiid) a certification, duly executed by an authorized officer of the Company, in his or her capacity as an officer of the Company and not in his or her individual capacity, that the information delivered in the Allocation Schedule is andpursuant to clauses (a), (b) and (c) of this Section 2.4 are, and will be as of immediately prior to the Effective Time, will be true and correct in all respectsrespects and in accordance with the last sentence of this Section 2.4. The Company will review any comments to the Allocation Schedule provided by Acquiror Parent or any of its Representatives and consider in good faith any reasonable comments proposed by Acquiror Parent or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein herein, (xA) the aggregate number of shares of Acquiror Common Stock Parent Shares that each Company Stockholder Stockholder, including (without duplication) each holder of a Rollover Restricted Stock Award, will have a right to receive pursuant to the Allocation Schedule as of the Effective Time Section 2.1(h) will be rounded down to the nearest whole share. For the avoidance of doubt, (B) in no event shall the aggregate number of shares of Acquiror Common Stock Parent Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares (including Company Shares subject to Company Restricted Stock Awards) and Rollover Options exceed the Acquiror Common Stock Consideration andTransaction Share Consideration, if (C) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Stockholders Agreement, the Company Equity Plan or any other Contract to which the Company is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company pursuant to Section 2.5(c)). Notwithstanding anything else herein, no fractional Parent Shares shall be issued pursuant to Section 2.09, the Earnout Stock. In connection this Agreement (with the preparation of the Allocation Statement intended effect that any Parent Shares issuable to a Person under this Agreement shall be aggregated and 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 aggregate amount Transaction Expenses, and any corresponding Expense Shortfall, no later than four (4) Business Days prior then rounded to the Closing Date, which figure the Company shall be entitled to rely on for all purposes in preparation of the Allocation Statementnearest whole number). (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 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 modification is true and correct. Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall then be entitled to rely, without any independent investigation or inquiry, on such modified Allocation Schedule.

Allocation Schedule. The Company acknowledges and agrees that the Cash Merger Consideration and Securities Merger Consideration are being allocated among the Company Stockholders pursuant to the schedule set forth on Schedule 3.1(i) (a) No later than the “Allocation Schedule”). The Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to Acquiror at least three (3) Business Days prior to the anticipated Closing Date. In each case, the Company shall deliver to Acquiror 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 Acquiror shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Allocation Schedule”), setting will set forth (iA) the number, class and series of Company Capital Stock, Company Stock Options and/or Company Warrants owned by each Pre-Closing Holder, (B) the number of shares of Company Stock held by each Company Stockholder after giving effect to the Preferred 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, (ii) (A) the number of shares of Domesticated 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 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 (C) the portion of the Cash Merger Consideration, if any, allocated to each Company Stockholder, (D) with respect to each Pre-Closing Holder of Company Stock Options, the number of shares of Company Domesticated Acquiror Common Stock held by such Company Stockholder immediately prior to subject to, and the Effective Time by the Per Share Considerationexercise price per share of Domesticated Acquiror Common Stock of, each Substitute Option, and (vE) the portion of the Earnout Stock to be allocated with respect 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 Pre-Closing Holder of Company Stock held by such Company Stockholder by Warrants, the number of shares of Company Fully Diluted StockDomesticated Acquiror Common Stock subject to, and the exercise price per share of Domesticated Acquiror Common Stock of, each Substitute Warrant, and (viii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Acquiror shall be entitled to conclusively rely on the portion Allocation Schedule (as updated prior to the Closing Date), and neither Acquiror nor its Affiliates shall have any liability with respect to the allocation of the Earnout Stock to be allocated to each holder Cash Merger Consideration or Securities Merger Consideration among the Company Stockholders or the calculation 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 and not in his or her individual capacity, that the information delivered in the Allocation Schedule is and, as of immediately prior to the 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 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 Domesticated Acquiror Common Stock that each Company Stockholder will have a right to receive pursuant to subject to, or the Allocation Schedule as exercise price per share of the Effective Time will be rounded down to the nearest whole share. For the avoidance of doubt, in no event shall the aggregate number of shares of Domesticated Acquiror Common Stock set forth on the Allocation Schedule exceed the Acquiror Common Stock Consideration andof (as applicable), if issued pursuant to Section 2.09, the Earnout Stock. In connection with the preparation of the Allocation Statement Substitute Options and 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 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 be entitled to rely on for all purposes in preparation of the Allocation StatementSubstitute Warrants under this Agreement. (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 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 modification is true and correct. Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall then be entitled to rely, without any independent investigation or inquiry, on such modified Allocation Schedule.

Allocation Schedule. (a) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (and Acquiror shall thereafter deliver to the Exchange Agent) Priveterra an allocation schedule (the “Allocation Schedule”)) setting forth, setting after giving effect to the Subsidiary Merger and the transactions set forth on Section 1.1(e) of the Company Disclosure Schedules, (ia) 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 Company Stockholder after giving effect to the Preferred Stock Conversion and holder thereof, the number of shares of Company Common Stock subject to each Company Option held by each holder thereof and the exercise price thereof, (ii) (A) the number of shares of Acquiror Common Stock that as well as whether each such Company Option will be subject a Vested Company Option or an Unvested Company Option as of immediately prior to each Exchanged Company Optionthe Effective Time, which shall be determined by multiplying the number of shares of Company Common Stock subject to the corresponding Company 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 by Time, and, in the Per Share Consideration case of the Company Options, Subsidiary Rollover Options and rounding the resulting number down to the nearest whole number of shares of Acquiror Common StockCompany Warrant, and (B) the exercise price thereof at the Effective Timethereof, which shall be determined by dividing the per share exercise price for the number of shares of Company Common Stock subject as well as reasonably detailed calculations with respect to the corresponding Company Option in effect immediately prior to the Effective Time by the Per Share Consideration, components and rounding the resulting exercise price up to the nearest whole cent,subcomponents thereof, (iii) (Ab) the number of shares of Acquiror Class A 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 Rollover Option and rounding the resulting number down to the nearest whole number of shares of Acquiror Common Stock, and (B) the exercise price thereof of each such Rollover Option at the Effective Time, which shall be in each case, determined by dividing the per share exercise price for the number of shares of Company Common Stock subject in accordance with Section 2.5, as well as reasonably detailed calculations with respect to the corresponding Assumed Warrant in effect immediately prior to the Effective Time by the Per Share Consideration, components and rounding the resulting exercise price up to the nearest whole centsubcomponents thereof, (ivc) the portion of the Acquiror Common Stock 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, determined by multiplying in the number of shares of Company Stock held by such Company Stockholder immediately prior event that any Contingent Consideration becomes payable, as well as reasonably detailed calculations with respect to the Effective Time by the Per Share Considerationcomponents and subcomponents thereof, (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 (viiie) a certification, duly executed by an authorized officer of the Company, in his or her capacity as an officer of the Company and not in his or her individual capacity, that the information and calculations delivered in the Allocation Schedule is andpursuant to clauses (a), (b), (c) and (d) of this Section 2.4 are, and will be as of immediately prior to the Effective Time, will be (i) true and correct in all respects, and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company and applicable Laws and, in the case of Company Options, the Company Equity Plan and any applicable grant or similar agreement with respect to any such Company Option and, in the case of the Subsidiary Rollover Options, the Subsidiary Equity Plan and any applicable grant or similar agreement with respect to any such Subsidiary Rollover Option and, in the case of the Company Warrant, the terms of the applicable warrant agreement. The Company will review any comments to the Allocation Schedule provided by Acquiror Priveterra or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by Acquiror P▇▇▇▇▇▇▇▇▇ or any of its RepresentativesRepresentatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein (x) herein, the aggregate number of shares of Acquiror Class A Common Stock that each Company Stockholder will have a right to receive pursuant to the Allocation Schedule as of the Effective Time Section 2.1(b)(vii) will be rounded down to the nearest whole share. For the avoidance of doubt, in 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 preparation of the Allocation Statement and 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 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 be entitled to rely on for all purposes in preparation of the 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 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 modification is true and correct. Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall then be entitled to rely, without any independent investigation or inquiry, on such modified Allocation Schedule.

Allocation Schedule. (a) No later than three (3) Business Days prior to the Closing DateAttached hereto as Annex A is a schedule, the Company shall deliver to Acquiror (and Acquiror shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Allocation Schedule”), setting forth (i) the number of shares of Company Stock held by each Company Stockholder after giving effect to the Preferred 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, (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 prepared by the Per Share Consideration and rounding the resulting number down to the nearest whole number of shares of Acquiror Common StockCompany, 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 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 Company (the “Allocation Schedule”) setting forth the equity capitalization of the Company as of the date hereof, and not in his as of the Closing Date, including, for each Company Equity Holder, (i) the name and email address of such holder, (ii) the number and class or her individual capacityseries of Common Stock, that the information delivered Preferred Stock and/or Options held by such holder (and in the Allocation Schedule case of an Option, the number of shares of Common Stock underlying the applicable Option, whether such Option is andan Incentive Stock Option or a nonstatutory stock option, as of immediately prior and the exercise price (or deemed exercise price) thereof), (iii) his, her or its Applicable Percentage, (iv) with respect to Options and RSUs, the Effective Timevesting schedule and expiration or termination dates thereof and (v) whether such holder is a Non-Accredited Investor, will be true and correct in all respects. a Share-Only Holder, a Continuing Employee or Pro Rata Holder. (b) The Company will review any consider in good faith Parent’s comments to the Allocation Schedule provided by Acquiror or after the date hereof, and if 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 adjustments are made to the Allocation Schedule as of by the Effective Time will be rounded down Company at Parent’s request prior to the nearest whole share. For the avoidance of doubtClosing, in no event such adjusted Allocation Schedule shall the aggregate number of shares of Acquiror Common Stock set forth on thereafter become the Allocation Schedule exceed for all purposes of this Agreement. The Allocation Schedule and the Acquiror Common Stock Consideration and, if issued pursuant to Section 2.09calculations and determinations contained therein shall be prepared in accordance with the Company’s Organizational Documents, the Earnout Stock. In connection with the preparation of the Allocation Statement DGCL and the calculation applicable definitions contained in this Agreement. Each of Adjusted Equity ValueParent, Acquiror shall provide Borrower and 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 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 Merger Subs shall be entitled to rely on for all purposes in preparation of the Allocation Statement. (b) Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall be entitled to rely, without any independent investigation or duty of 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 ) upon the Allocation Schedule, the Letter of Transmittal and the Accredited Investor Questionnaire, if applicable, that shall be required to be delivered by the applicable holders of Common Stock, Preferred Stock and Options as a condition to receipt of any portion of the Aggregate Consideration shall include a waiver of, among other than in the case of gross negligence or willful misconduct. Except with Acquiror’s written consentthings, any and all claims that the Allocation Schedule shall did not be deemed formally modified for purposes accurately reflect the terms 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 modification is true and correct. Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall then be entitled to rely, without any independent investigation or inquiry, on such modified Allocation Schedule’s Organizational Documents.

Allocation Schedule. (a) No later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to Acquiror SOAC (and Acquiror SOAC shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Allocation Schedule”), ) setting forth (i) the number of shares of Company Stock Shares held by each Company Stockholder Shareholder after giving effect to the Preferred Stock Share Conversion and the Convertible Debenture Conversion and the number of shares of Company Common Stock Shares subject to each Company Option held by each holder thereof and the exercise price thereof, (ii) the number of Company Common Shares underlying the Allseas Warrant and the number of SOAC Common Shares into which the Allseas Warrant shall be exercisable after the Effective Time as per the terms of the Allseas Warrant, (Aiii) (x) the number of shares of Acquiror SOAC Common Stock Shares that will be subject to each Exchanged Company Rollover Option, which shall be determined by multiplying the number of shares of Company Common Stock Shares 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 SOAC Common StockShares, and (By) 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 Shares 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, (ivz) 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 Shares to be allocated to each Company Stockholder holder of Rollover Options upon exercise of such Rollover Options pursuant to and in accordance with Section 2.092.8, 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 Common Shares subject to the corresponding Company Stockholder Options immediately prior to the Effective Time by the number of shares of Company Fully Diluted StockShares, (viiv) the portion of the SOAC Common Shares Consideration allocated to each Company Shareholder, determined by multiplying the number of Company Shares held by such Company Shareholder immediately prior to the Effective Time by the Per Share Consideration, (v) the portion of the Company Earnout Stock Shares to be allocated to each holder of Assumed WarrantsCompany Shareholder pursuant to and in accordance with Section 2.8, which shall be allocated on a pro rata basis which shall be determined by dividing the aggregate number of shares of Company Stock Shares held by such holder of Assumed Warrants on an as-converted basis Company Shareholder by the number of shares of Company Fully Diluted StockShares, (viivi) the portion Company’s good faith calculation of the Net Group Company RSUs Cash, together with reasonable supporting detail as to be allocated pursuant to the terms of this Agreement such calculation, and (viiivii) a certification, duly executed by an authorized officer of the Company, in his or her capacity as an officer of the Company and not in his or her individual capacity, that the information delivered in the Allocation Schedule is andpursuant to clauses (i), (ii), (iii), (iv), (v) and (vi) is, and will be as of immediately prior to the Effective Time, will be true and correct in all respectsrespects and in accordance with the last sentence of this Section 2.4. The Company will review any comments to the Allocation Schedule provided by Acquiror SOAC or any of its Representatives and consider and incorporate in good faith any reasonable comments proposed by Acquiror SOAC or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein herein, (x1) the aggregate number of shares of Acquiror SOAC Common Stock Shares that each Company Stockholder Shareholder will have a right to receive pursuant to under the Allocation Schedule Plan of Arrangement and the number of shares underlying the Allseas Warrants as of the Effective Time will be rounded down to the nearest whole share. For the avoidance of doubt, (2) in no event shall the aggregate number of shares of Acquiror SOAC Common Stock Shares set forth on the Allocation Schedule that are allocated in respect of Company Shares and Company Equity Awards or that are issuable to the Company Equityholders hereunder exceed the Acquiror SOAC Common Stock Shares Consideration andand (3) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, if issued pursuant to Section 2.09as applicable, any applicable Law, the Earnout Stock. In connection with the preparation Governing Documents of the Allocation Statement and the calculation of Adjusted Equity ValueCompany, Acquiror shall provide the Company with a good faith estimate, duly certified by an authorized officer of Acquiror, in his Equity Plan or her capacity as an officer of Acquiror and not in his or her individual capacity, of the aggregate amount Transaction Expenses, and any corresponding Expense Shortfall, no later than four (4) Business Days prior other Contract to the Closing Date, which figure the Company shall be entitled to rely on for all purposes in preparation of the Allocation Statementis a party or bound. (b) AcquirorSOAC, the Exchange Agent and their respective Affiliates and Representatives shall be entitled to rely, without any independent investigation or inquiry, on the names, amounts amounts, and other information set forth in the Allocation Schedule. None of AcquirorSOAC, the Exchange Agent nor and their respective Affiliates or Representatives shall have any liability Liability to any Company Stockholder Shareholder or any of its Affiliates for relying on the Allocation Schedule, other than in the case of gross negligence or willful misconduct. Except with AcquirorSOAC’s written consent, the Allocation Schedule shall may not be deemed formally modified for purposes of this Agreement after its initial delivery to Acquiror SOAC 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. AcquirorSOAC, the Exchange Agent and their respective Affiliates and Representatives shall then be entitled to rely, without any independent investigation or inquiry, on such modified Allocation Schedule.

Allocation Schedule. The Company acknowledges and agrees that (ai) No later than the Closing Merger Consideration is being allocated among the Pre-Closing Holders, and the Contingent Merger Consideration is being allocated among the holders of Company Common Shares as of immediately prior to the Closing (including, for the avoidance of doubt, the holders of Company Restricted Stock Awards), in each case pursuant to the schedule set forth on Section 2.2(f) of the Company Schedules (the “Allocation Schedule”) and delivered by the Company to Rotor at least three (3) Business Days prior to the anticipated Closing DateDate and such allocation (i) is and will be in accordance with the Governing Documents of the Company, the Company shall deliver to Acquiror (Shareholder Agreements and Acquiror shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Allocation Schedule”), setting forth (i) the number of shares of Company Stock held by each Company Stockholder after giving effect to the Preferred 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 thereofapplicable Law, (ii) does and will set forth (A) the number of shares of Acquiror Common Stock that will be subject to mailing addresses and email addresses, for each Exchanged Company OptionPre-Closing Holder, 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 number and class of Equity Securities owned by dividing the per share exercise price for the 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,each Pre-Closing Holder, (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, (ivC) the portion of the Acquiror Common Stock Closing Merger Consideration allocated to each Company Stockholder, determined by multiplying and 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 Contingent Merger Consideration that would be allocated to each Pre-Closing Holder (assuming, for such purpose, that the Contingent Merger Consideration is fully earned), (D) with respect to each Pre-Closing Holder of Company Stockholder pursuant Options, the number of Rotor Common Shares subject to, and the exercise price per Rotor Common Share of, each Rotor Option, (E) with respect to each Pre-Closing Holder of Company Restricted Stock Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Award, and (F) with respect to each Pre-Closing Holder of Company Restricted Stock Unit Awards, the number of Rotor Common Shares subject to each Adjusted Restricted Stock Unit Award, and (iii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule, Rotor and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (other than with respect to the Contingent Merger Consideration, if any, which shall be payable in accordance with Section 2.092.6), 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 allocated on a pro rata basis which shall be determined by dividing payable in accordance with Section 2.6), or (II) any Liability with respect to 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 allocation of the Earnout Stock consideration under this Agreement, and the Company hereby irrevocably waives and releases Rotor and its Affiliates (and, on and after the Closing, the Surviving Corporation and its Affiliates) from all claims arising from or related to be allocated to each holder of Assumed Warrants, which shall be allocated on a pro rata basis determined by dividing such Allocation Schedule and 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 allocation 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 and not in his or her individual capacity, that the information delivered in the Allocation Schedule is andTotal Merger Consideration, as of immediately prior to the Effective Timecase may be, 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 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 among each Company Stockholder will have a right to receive pursuant to the Allocation Schedule Pre-Closing Holder as of the Effective Time will be rounded down to the nearest whole share. For the avoidance of doubt, in 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 preparation of the Allocation Statement and 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 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 be entitled to rely on for all purposes in preparation of the 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 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 modification is true and correct. Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall then be entitled to rely, without any independent investigation or inquiry, on such modified Allocation Schedule.

Allocation Schedule. (a) No later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to Acquiror SPAC (and Acquiror SPAC shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Allocation Schedule”), ) setting forth forth: (i) the number of shares of Company Stock Shares held by each Company Stockholder after giving effect to the Preferred Stock Conversion and Shareholder, the number of shares of Company Common Stock 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 shares of Acquiror TopCo Common Stock Shares that will be subject to each Exchanged Company OptionRollover Option and Rollover RSU, 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 Stockin accordance with Section 2.3(d), and (B) with respect to Rollover Options, the exercise price thereof at the Share Exchange Effective Time, which shall be determined in accordance with Section 2.3(d); (iii) the portion of the Company Shareholder Transaction Consideration allocated to each holder of Company Shares, determined by dividing the per share exercise price for multiplying the number of shares of Company Common Stock subject to the corresponding Shares held by such Company Option in effect Shareholder immediately prior to the Share Exchange Effective Time by the Per Share ConsiderationExchange Ratio; (iv) the number of TopCo Class A Earnout Shares and TopCo Class B Earnout Shares allocated to each holder of Company Shares, and rounding including the resulting exercise price up Company Bonus Shares, in each case determined by multiplying the number of Company Common Shares held by such Company Shareholder immediately prior to the nearest whole cent,, Share Exchange Effective Time by the Company Earnout Ratio; (iiiv) 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 shares of Acquiror Common Stock Assumed Warrants that will be subject outstanding as of the consummation of the Share Exchange, and with respect to each such Assumed WarrantWarrants, which shall be determined by multiplying the number of shares TopCo Common Shares issuable upon exercise of Company Common Stock subject to such Assumed Warrants and the corresponding exercise price of such 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 StockWarrants, in each case calculated in accordance with Section 2.3(c) 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, TopCo Class A Earnout Shares 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 TopCo Class B 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 Shares to be allocated to each holder of Assumed WarrantsWarrants upon exercise of such Assumed Warrants in accordance with Section 2.8, which shall be allocated on a pro rata basis in each case determined by dividing the aggregate number of shares of Company Stock held by such holder of Assumed Warrants on an as-converted basis by multiplying the number of shares of Company Fully Diluted Stock, Common Shares subject to the relevant Company Warrant immediately prior to the Share Exchange Effective Time by the Company Earnout Ratio; and (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 and not in his or her individual capacity, that the information delivered in the Allocation Schedule is andpursuant to clauses (i), (ii), (iii), (iv), (v) and (vi) is, and will be as of immediately prior to the Share Exchange or the Share Exchange Effective Time, will be as applicable, true and correct in all respectsrespects and in accordance with the last sentence of this Section 2.5. The Company will review any comments to the Allocation Schedule provided by Acquiror SPAC or any of its Representatives and consider and incorporate in good faith any reasonable comments proposed by Acquiror SPAC or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein herein, in no event shall (x1) the aggregate number of shares of Acquiror TopCo Common Stock that each Company Stockholder will have a right to receive pursuant to the Allocation Schedule as of the Effective Time will be rounded down to the nearest whole share. For the avoidance of doubt, in no event shall the aggregate number of shares of Acquiror Common Stock Shares set forth on the Allocation Schedule that are allocated in respect of the equity securities of the Company (assuming exercise of the Company In-The-Money Vested Options and the Company In-The-Money Warrants on a cashless basis) exceed the Acquiror Common Stock Company Shareholder Transaction Consideration andand (2) the Allocation Schedule (or the calculations or determinations therein) breach, if issued pursuant to Section 2.09as applicable, any applicable Law, the Earnout Stock. In connection with the preparation Governing Documents of the Allocation Statement and the calculation of Adjusted Equity ValueCompany, Acquiror shall provide the Company with a good faith estimateOption Plan, 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 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 be entitled RSU Plan or any other Contract to rely on for all purposes in preparation of which the Allocation StatementCompany is a party or bound. (b) AcquirorSPAC, the Exchange Agent and their respective Affiliates and Representatives shall be entitled to rely, without any independent investigation or inquiry, on the names, amounts amounts, and other information set forth in the Allocation Schedule. None of AcquirorSPAC, the Exchange Agent nor and their respective Affiliates or Representatives shall have any liability to any Company Stockholder Shareholder or any of its Affiliates for relying on the Allocation Schedule, other than in the case of gross negligence or willful misconduct. Except with AcquirorSPAC’s written consent, the Allocation Schedule shall may not be deemed formally modified for purposes of this Agreement after its initial delivery to Acquiror SPAC except pursuant to a written instruction from the Company, with certification from an authorized representative Representative of the Company that such modification is true and correct. AcquirorSPAC, the Exchange Agent and their respective Affiliates and Representatives shall then be entitled to rely, without any independent investigation or inquiry, on such modified Allocation Schedule.

Allocation Schedule. (a) No later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to Acquiror FEAC and Newco (and Acquiror Newco shall thereafter deliver to the Exchange Agent) an allocation schedule (the “Allocation Schedule”), ) setting forth (i) the number of shares of Company Stock Shares held by each Company Stockholder after giving effect Shareholder, the number of Company Common Shares that will be issued to the Preferred Stock Conversion holders of the Company Convertible Notes as set out in the Plan of Arrangement, the number of Company Warrants and the number of shares of Company Common Stock Shares subject to each Company Option Equity Award held by each holder thereof and and, in the case of each Company Option, the exercise price thereof, (ii) (Ax) the number of shares Newco Shares that will be issued to each Company Shareholder, (y) the number of Acquiror Common Stock Newco Shares that will be subject to each Exchanged Company OptionRollover Equity Award, which shall be determined by multiplying the number of shares of Company Common Stock Shares subject to the corresponding Company Option Rollover Equity Award immediately prior to the Effective Time Closing by the Per Share Consideration Company Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of Acquiror Common StockNewco Shares, 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 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) (Az) the number of shares of Acquiror Common Stock Newco Warrants that will be subject issued 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 centHolder, (iviii) the portion of the Acquiror Common Stock Exchange Consideration allocated to each Company StockholderShareholder, determined by multiplying the number of shares of Company Stock held by such Equity Award holder and Company Stockholder immediately prior to the Effective Time by the Per Share ConsiderationWarrant Holder, (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 (viiiiv) a certification, duly executed by an authorized officer of the Company, in his or her capacity as an officer of the Company and not in his or her individual capacity, that the information delivered in the Allocation Schedule is andpursuant to clauses (i), (ii), and (iii) is, and will be as of immediately prior to the Effective TimeClosing, will be true and correct in all respects. The Company will review any comments to the Allocation Schedule provided by Acquiror FEAC or any of its Representatives and consider and incorporate in good faith any reasonable comments proposed by Acquiror FEAC or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein herein, (xA) the aggregate number of shares of Acquiror Common Stock Newco Shares that each Company Stockholder Shareholder will have a right to receive pursuant to the Allocation Schedule as Plan of the Effective Time Arrangement will be rounded down to the nearest whole share. For the avoidance of doubt, (B) in no event shall the aggregate number of shares of Acquiror Common Stock Newco Shares set forth on the Allocation Schedule exceed the Acquiror Common Stock Consideration and, if issued pursuant to Section 2.09that are allocated in respect of Company Shares, the Earnout Stock. In connection with the preparation aggregate number of the Allocation Statement and the calculation of Adjusted Rollover Equity Value, Acquiror shall provide the Company with a good faith estimate, duly certified by an authorized officer of Acquiror, Awards that are allocated in his or her capacity as an officer of Acquiror and not in his or her individual capacity, respect of the aggregate amount Transaction Expensesnumber of Company Equity Awards, and the Newco Warrants that are allocated in respect of the aggregate number of Company Warrants, in aggregate exceed the portion of the Exchange Consideration issuable in respect of such Company Shares, Company Equity Awards and Company Warrants pursuant to the Plan of Arrangement, and (C) the Allocation Schedule (and the calculations or determinations therein) shall be prepared in accordance with any corresponding Expense Shortfallapplicable Law, no the Governing Documents of the Company, the Company Shareholders Agreements, the Company Equity Plan and any other Contract to which the Company is a party or bound to the extent applicable thereto. (b) No later than four five (45) Business Days prior to the Closing Date, which figure FEAC shall deliver to the Company shall and Newco a statement setting forth (i) the number of FEAC Class A Shares expected to be entitled outstanding after giving effect to rely on for all purposes in preparation the Class B Conversion and the FEAC Shareholder Redemptions, (ii) the amount of the Allocation Statement. Unpaid FEAC Expenses and Unpaid FEAC Liabilities, (biii) Acquirorthe amount expected to remain in Trust Account after giving effect to the FEAC Shareholder Redemptions, (iv) the Exchange Agent Aggregate Transaction Proceeds, and their respective Affiliates (v) a certification, duly executed by an authorized officer of FEAC, that the information delivered pursuant to clauses (i), (ii), (iii) and Representatives shall (iv) is, and will be entitled as of immediately prior to relythe Closing Date, without true and correct in all respects. FEAC will review any independent investigation or inquiry, on comments to the names, amounts and other information set forth in statement provided by 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 Representatives and consider and incorporate in the case of gross negligence or willful misconduct. Except with Acquiror’s written consent, the Allocation Schedule 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 good faith any reasonable comments proposed by the Company that such modification is true and correct. Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall then be entitled to rely, without or any independent investigation or inquiry, on such modified Allocation Scheduleof its Representatives.

Allocation Schedule. (a) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (and Acquiror shall thereafter deliver to the Exchange Agent) Priveterra an allocation schedule (the “Allocation Schedule”)) setting forth, setting after giving effect to the Subsidiary Merger and the transactions set forth on Section 1.1(e) of the Company Disclosure Schedules, (ia) 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 Company Stockholder after giving effect to the Preferred Stock Conversion and holder thereof, the number of shares of Company Common Stock subject to each Company Option held by each holder thereof and the exercise price thereof, (ii) (A) the number of shares of Acquiror Common Stock that as well as whether each such Company Option will be subject a Vested Company Option or an Unvested Company Option as of immediately prior to each Exchanged Company Optionthe Effective Time, which shall be determined by multiplying the number of shares of Company Common Stock subject to the corresponding Company 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 by Time, and, in the Per Share Consideration case of the Company Options, Subsidiary Rollover Options and rounding the resulting number down to the nearest whole number of shares of Acquiror Common StockCompany Warrant, and (B) the exercise price thereof at the Effective Timethereof, which shall be determined by dividing the per share exercise price for the number of shares of Company Common Stock subject as well as reasonably detailed calculations with respect to the corresponding Company Option in effect immediately prior to the Effective Time by the Per Share Consideration, components and rounding the resulting exercise price up to the nearest whole cent,subcomponents thereof, (iii) (Ab) the number of shares of Acquiror Class A 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 Rollover Option and rounding the resulting number down to the nearest whole number of shares of Acquiror Common Stock, and (B) the exercise price thereof of each such Rollover Option at the Effective Time, which shall be in each case, determined by dividing the per share exercise price for the number of shares of Company Common Stock subject in accordance with Section 2.5, as well as reasonably detailed calculations with respect to the corresponding Assumed Warrant in effect immediately prior to the Effective Time by the Per Share Consideration, components and rounding the resulting exercise price up to the nearest whole centsubcomponents thereof, (ivc) the portion of the Acquiror Common Stock 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, determined by multiplying in the number of shares of Company Stock held by such Company Stockholder immediately prior event that any Contingent Consideration becomes payable, as well as reasonably detailed calculations with respect to the Effective Time by the Per Share Considerationcomponents and subcomponents thereof, (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 (viiie) a certification, duly executed by an authorized officer of the Company, in his or her capacity as an officer of the Company and not in his or her individual capacity, that the information and calculations delivered in the Allocation Schedule is andpursuant to clauses (a), (b), (c) and (d) of this Section 2.4 are, and will be as of immediately prior to the Effective Time, will be (i) true and correct in all respects, and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company and applicable Laws and, in the case of Company Options, the Company Equity Plan and any applicable grant or similar agreement with respect to any such Company Option and, in the case of the Subsidiary Rollover Options, the Subsidiary Equity Plan and any applicable grant or similar agreement with respect to any such Subsidiary Rollover Option and, in the case of the Company Warrant, the terms of the applicable warrant agreement. The Company will review any comments to the Allocation Schedule provided by Acquiror Priveterra or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by Acquiror ▇▇▇▇▇▇▇▇▇▇ or any of its RepresentativesRepresentatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein (x) herein, the aggregate number of shares of Acquiror Class A Common Stock that each Company Stockholder will have a right to receive pursuant to the Allocation Schedule as of the Effective Time Section 2.1(b)(vii) will be rounded down to the nearest whole share. For the avoidance of doubt, in 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 preparation of the Allocation Statement and 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 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 be entitled to rely on for all purposes in preparation of the 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 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 modification is true and correct. Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall then be entitled to rely, without any independent investigation or inquiry, on such modified Allocation Schedule.