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 a schedule, duly certified by an officer of the Company, of the equity capitalization of the Company as of the Closing including, (i) the calculation of the Base Merger Consideration and the Per Company Share Merger Consideration, (ii) for each holder of Company Common Stock (after giving effect to the Company Security Conversion, the Warrant Event and the Burkhan Conversion Event) (A) the name and email address of such holder, (B) the number and class or series (if applicable) of Company Common Stock held by such holder and (C) the portion of the Base Merger Consideration payable to such holder in respect of the Company Common Stock held by such holder (with any fractional shares rounded down to the nearest whole share), and (iii) for each holder of Company Options and Company RSUs, (A) the name of such holder, (B) the number and class or series (if applicable) of Company Options and Company RSUs held by such holder, and (C) the portion of the Base Merger Consideration that will be subject to each Acquiror Option and Acquiror RSU, which shall be determined in accordance with Section 3.8, in each case, prepared in good faith by the Company and in a form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror (the “Allocation Schedule”). (b) The Company will consider in good faith Acquiror’s comments to the Allocation Schedule, and if any adjustments are made to the Allocation Schedule by the Company at Acquiror’s request prior to the Closing, such adjusted Allocation Schedule shall thereafter become the Allocation Schedule for all purposes of this Agreement. The Allocation Schedule and the calculations and determinations contained therein shall be prepared in accordance with the Company’s Governing Documents, the DGCL and the applicable definitions contained in this Agreement. Each of Acquiror and ▇▇▇▇▇▇ Sub shall be entitled to rely (without any duty of inquiry) upon the Allocation Schedule.

Allocation Schedule. Section 1.12 of the Company Disclosure Schedule contains a schedule (athe “Preliminary Allocation Schedule”) showing (i) the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the exercise price per share, and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than three five (35) Business Days prior to the estimated Closing Date, the Company shall deliver to Acquiror Parent a scheduleschedule (the “Final Allocation Schedule”) in the same form as the Preliminary Allocation Schedule, duly certified by an updated for the anticipated Closing Date. An officer of the Company shall certify on behalf of the Company, of and not in any personal capacity, that the equity capitalization of Final Allocation Schedule correctly reflects the Company as of the Closing including, (i) the calculation of the Base Merger Consideration and the Per Company Share Merger Consideration, (ii) for each holder of Company Common Stock (after giving effect to the Company Security Conversion, the Warrant Event and the Burkhan Conversion Event) (A) the name and email address of such holder, (B) the number and class or series (if applicable) of Company Common Stock held by such holder and (C) the portion of the Base Merger Consideration payable to such holder in respect of the Company Common Stock held by such holder (with any fractional shares rounded down to the nearest whole share), and (iii) for each holder of Company Options and Company RSUs, (A) the name of such holder, (B) the number and class or series (if applicable) of Company Options and Company RSUs held by such holder, and (C) the portion of the Base Merger Consideration that will be subject to each Acquiror Option and Acquiror RSU, which shall be determined in accordance with Section 3.8, in each case, prepared in calculations and/or good faith by the Company and in a form and substance reasonably satisfactory estimates therein required to Acquiror and accompanied by documentation reasonably satisfactory be made pursuant to Acquiror (the “Allocation Schedule”). (b) The Company will consider in good faith Acquiror’s comments to the Allocation Schedule, and if any adjustments are made to the Allocation Schedule by the Company at Acquiror’s request prior to the Closing, such adjusted Allocation Schedule shall thereafter become the Allocation Schedule for all purposes of this Agreement. The Allocation Schedule and the calculations and determinations contained therein shall be prepared , is in accordance with the liquidation preference of the Preferred Stock and each other requirement of the Governing Documents (including the certificate of incorporation of the Company’s Governing Documents), the DGCL and the applicable definitions contained in this Agreement. Each of Acquiror and ▇▇▇▇▇▇ Sub Company shall be entitled deliver the Final Allocation Schedule together with such certification to rely (without any duty of inquiry) upon the Allocation ScheduleParent at Closing.

Allocation Schedule. The Company shall deliver to the Purchaser, at least five (a) No later than three (35) Business Days prior to the Closing Date, a schedule (the “Allocation Schedule”) setting forth the allocation of the Merger Consideration among the Company shall deliver Security Holders (for the avoidance of doubt, giving effect to Acquiror a schedule, duly certified by an officer of the Company, of Target Acquisitions). The Company acknowledges and agrees that the equity capitalization Allocation Schedule (a) is and will be in accordance with the Organizational Documents of the Company as of the Closing includingand applicable Law, (b) does and will set forth (i) the calculation of the Base Merger Consideration mailing addresses and the Per email addresses, for each Company Share Merger ConsiderationSecurity Holder, (ii) for each holder of Company Common Stock (after giving effect to the Company Security Conversion, the Warrant Event and the Burkhan Conversion Event) (A) the name and email address of such holder, (B) the number and class or series (if applicable) of Company Common Stock held Securities owned by such holder and (C) the portion each Company Security Holder as of the Base Merger Consideration payable to such holder in respect of the Company Common Stock held by such holder (with any fractional shares rounded down immediately prior to the nearest whole shareMerger Effective Time (for the avoidance of doubt, giving effect to the Target Acquisitions), and (iii) for each holder of Company Options and Company RSUs, (A) the name of such holder, (B) the number and class or series (if applicable) of Company Options and Company RSUs held by such holder, and (C) the portion of the Base Merger Consideration that allocated to each Company Security Holder, including with respect to Company Options assumed by Purchaser pursuant to Section 1.9, the number of shares of Purchaser Common Stock subject to, and the exercise price per share of Purchaser Common Stock of each Converted Stock Option, and (c) is and will be subject accurate. Notwithstanding anything in this Agreement to each Acquiror Option the contrary, upon delivery, payment and Acquiror RSU, which shall be determined issuance of the Merger Consideration on the Closing Date in accordance with Section 3.8, in each case, prepared in good faith by the Company and in a form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror (the “Allocation Schedule”). (b) The Company will consider in good faith Acquiror’s comments to the Allocation Schedule, the Purchaser and if any adjustments are made its Affiliates shall be deemed to have satisfied all obligations with respect to the Allocation Schedule by payment of consideration under this Agreement (including with respect to the Merger Consideration), and none of them shall have (x) any further obligations to the Company, any Company Security Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Merger Consideration), or (y) any Liability with respect to the allocation of the consideration under this Agreement, and the Company at Acquiror’s request prior to hereby irrevocably waives and releases the Purchaser and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from all claims arising from or related to such adjusted Allocation Schedule shall thereafter become the Allocation Schedule for all purposes of this Agreement. The Allocation Schedule and the calculations and determinations contained therein shall be prepared allocation of the Merger Consideration among each Company Security Holder as set forth in accordance with the Company’s Governing Documents, the DGCL and the applicable definitions contained in this Agreement. Each of Acquiror and ▇▇▇▇▇▇ Sub shall be entitled to rely (without any duty of inquiry) upon the such 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 an allocation schedule (the “Allocation Schedule”) setting forth (a) (i) the number of Equity Securities held by each Company Stockholder, (ii) the number of shares of Company Common Stock to be issued and outstanding as of immediately prior to the Effective Time pursuant to outstanding convertible instruments in accordance with the terms thereof, (iii) the number of shares of Company Common Stock subject to each Company Option held by each holder thereof, including whether each such Company Option will be a scheduleVested Company Option or an Unvested Company Option and the exercise price thereof, (iv) the number of shares of Company Preferred Stock subject to a Warrant, including the exercise price thereof, and (v) the number of shares of Company Common Stock subject to Company Preferred Stock, (b) the number of shares of Class A Common Stock that will be subject to each Rollover Option and Rollover Warrant and the exercise price of each such Rollover Option and Rollover Warrant at the Effective Time, in each case, determined in accordance with Section 2.5, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (c) the portion of the Merger Consideration allocated to each Company Stockholder pursuant to Section 2.1(a)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereof, and (d) a certification, duly certified executed by an authorized officer of the Company, of that the equity capitalization of the Company information and calculations delivered pursuant to clauses (a), (b) and (c) are, and will be as of immediately prior to the Closing includingEffective Time, (i) the calculation of the Base Merger Consideration true and the Per Company Share Merger Considerationcorrect in all respects, and (ii) for each holder in accordance with the applicable provisions of Company Common Stock (after giving effect to the Company Security Conversionthis Agreement, the Warrant Event and the Burkhan Conversion Event) (A) the name and email address of such holder, (B) the number and class or series (if applicable) of Company Common Stock held by such holder and (C) the portion of the Base Merger Consideration payable to such holder in respect 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. The Company will review any comments to the 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 to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of shares of Class A Common Stock held by such holder (with any fractional shares that each Company Stockholder will have a right to receive pursuant to Section 2.1(a)(vii) will be rounded down to the nearest whole share), and (iii) for each holder of Company Options and Company RSUs, (A) the name of such holder, (B) the number and class or series (if applicable) of Company Options and Company RSUs held by such holder, and (C) the portion of the Base Merger Consideration that will be subject to each Acquiror Option and Acquiror RSU, which shall be determined in accordance with Section 3.8, in each case, prepared in good faith by the Company and in a form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror (the “Allocation Schedule”). (b) The Company will consider in good faith Acquiror’s comments to the Allocation Schedule, and if any adjustments are made to the Allocation Schedule by the Company at Acquiror’s request prior to the Closing, such adjusted Allocation Schedule shall thereafter become the Allocation Schedule for all purposes of this Agreement. The Allocation Schedule and the calculations and determinations contained therein shall be prepared in accordance with the Company’s Governing Documents, the DGCL and the applicable definitions contained in this Agreement. Each of Acquiror and ▇▇▇▇▇▇ Sub shall be entitled to rely (without any duty of inquiry) upon the Allocation Schedule.

Allocation Schedule. (a) No later than three (3) five Business Days prior to the Closing Date, the Company shall deliver to Acquiror SPAC an allocation schedule (the “Allocation Schedule”) setting forth (a) (i) the number of Company Equity Securities held by each Company Stockholder, (ii) the number of shares of Company Common Stock to be issued and outstanding as of immediately prior to the Effective Time, including pursuant to outstanding Company Preferred Stock, (iii) the number of shares of Company Common Stock subject to each Company Option held by each holder thereof, including the tax status of such Company Option, whether each such Company Option will be a scheduleVested Company Option or an Unvested Company Option and the exercise price thereof, and the holder’s employment or service status with the Company; (iv) the number of shares of Company Common Stock subject to each Company RSU held by each holder thereof, including whether each such Company RSU will be a Rollover RSU; (b) the number of shares of Series A Common Stock that will be subject to each Rollover Option or Rollover RSU, and the exercise price of each Rollover Option at the Effective Time, determined in accordance with Section 2.6, as well as reasonably detailed calculations with respect to the components and subcomponents thereof; (c) the portion of the Merger Consideration allocated to each Company Stockholder pursuant to Section 2.1(a)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereof; (d) the portion of the Contingency Consideration allocated to each Company Stockholder, in the event that any Contingency Consideration becomes payable, as well as reasonably detailed calculations with respect to the components and subcomponents thereof; and (e) a certification, duly certified executed by an authorized officer of the Company, of that the equity capitalization of the Company information and calculations delivered pursuant to clauses (a), (b), (c) and (d) are, and will be as of immediately prior to the Closing includingEffective Time, (i) the calculation of the Base Merger Consideration true and the Per Company Share Merger Considerationcorrect in all respects, and (ii) for each holder in accordance with the applicable provisions of Company Common Stock (after giving effect to the Company Security Conversionthis Agreement, the Warrant Event and the Burkhan Conversion Event) (A) the name and email address of such holder, (B) the number and class or series (if applicable) of Company Common Stock held by such holder and (C) the portion of the Base Merger Consideration payable to such holder in respect Governing Documents of the Company and applicable Laws and, in the case of Company Options and Company RSUs, the Company Equity Plan and any applicable grant or similar agreement with respect to any such Company Option or Company RSU. The Company will review any comments to the 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 to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of shares of Series A Common Stock held by such holder (with any fractional shares that each Company Stockholder will have a right to receive pursuant to Section 2.1(a)(vii) will be rounded down to the nearest whole share). Notwithstanding the foregoing or anything to the contrary herein, the SPAC Parties and (iii) for each holder of Company Options and Company RSUs, (A) the name of such holder, (B) the number and class or series (if applicable) of Company Options and Company RSUs held by such holder, and (C) the portion of the Base Merger Consideration that Exchange Agent will be subject entitled to each Acquiror Option and Acquiror RSU, which shall be determined in accordance with Section 3.8, in each case, prepared in good faith by the Company and in a form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror (the “Allocation Schedule”). (b) The Company will consider in good faith Acquiror’s comments to the Allocation Schedule, and if any adjustments are made to the Allocation Schedule by the Company at Acquiror’s request prior to the Closing, such adjusted Allocation Schedule shall thereafter become rely upon the Allocation Schedule for all purposes of allocating the transaction consideration to the Company Stockholders under this Agreement or the agreement entered into by the Parties with the Exchange Agent, as applicable, and upon delivery, payment and issuance of the Aggregate Consideration on the Closing Date to the Exchange Agent, the SPAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Aggregate Consideration), and none of them shall have (A) any further obligations to the Company, any Company Stockholder or any other Person with respect to the payment of any consideration under this Agreement. The , or (B) any Liability with respect to the allocation of the consideration under this Agreement, and the Company and the Company Stockholders hereby irrevocably waive and release the SPAC and its Affiliates (and, on and after the Closing, the Surviving Company and its Affiliates) from any and all claims arising out of or resulting from or related to such Allocation Schedule and the calculations and determinations contained therein shall be prepared allocation of the Share Consideration, as the case may be, among each Company Stockholder as set forth in accordance with the Company’s Governing Documents, the DGCL and the applicable definitions contained in this Agreement. Each of Acquiror and ▇▇▇▇▇▇ Sub shall be entitled to rely (without any duty of inquiry) upon the such Allocation Schedule.

Allocation Schedule. The Companies shall deliver to the Purchaser, at least five (a) No later than three (35) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a schedule, duly certified by an officer of the Company, of the equity capitalization of the Company as of the Closing including, (i) the calculation of the Base Merger Consideration and the Per Company Share Merger Consideration, (ii) for each holder of Company Common Stock (after giving effect to the Company Security Conversion, the Warrant Event and the Burkhan Conversion Event) (A) the name and email address of such holder, (B) the number and class or series (if applicable) of Company Common Stock held by such holder and (C) the portion of the Base Merger Consideration payable to such holder in respect of the Company Common Stock held by such holder (with any fractional shares rounded down to the nearest whole share), and (iii) for each holder of Company Options and Company RSUs, (A) the name of such holder, (B) the number and class or series (if applicable) of Company Options and Company RSUs held by such holder, and (C) the portion of the Base Merger Consideration that will be subject to each Acquiror Option and Acquiror RSU, which shall be determined in accordance with Section 3.8, in each case, prepared in good faith by the Company and in a form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror schedule (the “Allocation Schedule”). ) setting forth the allocation of the Merger Consideration among the Company Security Holders. The Companies acknowledge and agree that the Allocation Schedule (a) is and will be in accordance with the Organizational Documents of such Company and applicable Law, (b) The does and will set forth (i) the mailing addresses and email addresses, for each Company Security Holder, (ii) the number and class of Company Securities owned by each Company Security Holder as of immediately prior to the Greenland Merger Effective Time, and (iii) the portion of the Merger Consideration allocated to each Company Security Holder, and (c) is and will consider be accurate. Notwithstanding anything in good faith Acquiror’s comments this Agreement to the contrary, upon delivery, payment and issuance of the Merger Consideration on the Closing Date in accordance with the Allocation Schedule, the Purchaser and if any adjustments are made its Affiliates shall be deemed to have satisfied all obligations with respect to the Allocation Schedule by payment of consideration under this Agreement (including with respect to the Merger Consideration), and none of them shall have (x) any further obligations to the Companies, any Company at Acquiror’s request prior Security Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Merger Consideration), or (y) any Liability with respect to the allocation of the consideration under this Agreement, and the Companies hereby irrevocably waive and release the Purchaser and its Affiliates (and, on and after the Closing, Holdco, the Companies and their Affiliates) from all claims arising from or related to such adjusted Allocation Schedule shall thereafter become the Allocation Schedule for all purposes of this Agreement. The Allocation Schedule and the calculations and determinations contained therein shall be prepared allocation of the Merger Consideration among each Company Security Holder as set forth in accordance with the Company’s Governing Documents, the DGCL and the applicable definitions contained in this Agreement. Each of Acquiror and ▇▇▇▇▇▇ Sub shall be entitled to rely (without any duty of inquiry) upon the such Allocation Schedule.

Allocation Schedule. The Company shall deliver to the Purchaser, at least five (a) No later than three (35) Business Days prior to the Closing Date, a schedule (the “Allocation Schedule”) setting forth the allocation of the Merger Consideration among the Company shall deliver Security Holders (for the avoidance of doubt, giving effect to Acquiror a schedule, duly certified by an officer of the Company, of Target Acquisitions). The Company acknowledges and agrees that the equity capitalization Allocation Schedule (a) is and will be in accordance with the Organizational Documents of the Company as of the Closing includingand applicable Law, (b) does and will set forth (i) the calculation of the Base Merger Consideration mailing addresses and the Per email addresses, for each Company Share Merger ConsiderationSecurity Holder, (ii) for each holder of Company Common Stock (after giving effect to the Company Security Conversion, the Warrant Event and the Burkhan Conversion Event) (A) the name and email address of such holder, (B) the number and class or series (if applicable) of Company Common Stock held Securities owned by such holder and (C) the portion each Company Security Holder as of the Base Merger Consideration payable to such holder in respect of the Company Common Stock held by such holder (with any fractional shares rounded down immediately prior to the nearest whole shareMerger Effective Time (for the avoidance of doubt, giving effect to the Target Acquisitions), and (iii) for each holder of Company Options and Company RSUs, (A) the name of such holder, (B) the number and class or series (if applicable) of Company Options and Company RSUs held by such holder, and (C) the portion of the Base Merger Consideration that allocated to each Company Security Holder, including with respect to Company Options assumed by Purchaser pursuant to Section 2.9, the number of shares of Purchaser Common Stock subject to, and the exercise price per share of Purchaser Common Stock of each Converted Stock Option, and (c) is and will be subject accurate. Notwithstanding anything in this Agreement to each Acquiror Option the contrary, upon delivery, payment and Acquiror RSU, which shall be determined issuance of the Merger Consideration on the Closing Date in accordance with Section 3.8, in each case, prepared in good faith by the Company and in a form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror (the “Allocation Schedule”). (b) The Company will consider in good faith Acquiror’s comments to the Allocation Schedule, the Purchaser and if any adjustments are made its Affiliates shall be deemed to have satisfied all obligations with respect to the Allocation Schedule by payment of consideration under this Agreement (including with respect to the Merger Consideration), and none of them shall have (x) any further obligations to the Company, any Company Security Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Merger Consideration), or (y) any Liability with respect to the allocation of the consideration under this Agreement, and the Company at Acquiror’s request prior to hereby irrevocably waives and releases the Purchaser and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from all claims arising from or related to such adjusted Allocation Schedule shall thereafter become the Allocation Schedule for all purposes of this Agreement. The Allocation Schedule and the calculations and determinations contained therein shall be prepared allocation of the Merger Consideration among each Company Security Holder as set forth in accordance with the Company’s Governing Documents, the DGCL and the applicable definitions contained in this Agreement. Each of Acquiror and ▇▇▇▇▇▇ Sub shall be entitled to rely (without any duty of inquiry) upon the such Allocation Schedule.

Allocation Schedule. (a) No later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a schedule, duly certified by (and Acquiror shall thereafter deliver to the Exchange Agent) an officer of allocation schedule (including the Company, of Earnout Shares) (the equity capitalization of the Company as of the Closing including, “Allocation Schedule”) setting forth (i) the calculation number of the Base Merger Consideration and the Per Company Share Merger Consideration, (ii) for each holder shares of Company Common Stock (including Company Restricted Stock) held by each Company Stockholder after giving effect to the Company Security Conversion, the Warrant Event SAFE Conversions and the Burkhan Conversion Event) (A) number of shares of Company Common Stock subject to each Company Option held by each holder thereof and the name exercise price thereof and email address of such holdereach Exchanged Company Restricted Stock, (Bii) the number of shares of Acquiror Common Stock that will be subject to each Exchanged Company Option and class or series the exercise price thereof at the First Effective Time, in each case as determined under Section 2.08(a) and 2.08(b), (if applicableiii) the portion of the Merger Consideration (including the Earnout Shares) allocated to each Company Stockholder, determined by multiplying the number of shares of Company Common Stock held by such holder and Company Stockholder immediately prior to the First Effective Time by the Per Share Consideration, (Civ) the portion of the Base Merger Consideration payable (including the Earnout Shares) allocated to such holder in respect each Company Stockholder, determined by multiplying the number of the shares of Company Common Stock (or equivalents thereof) held by such holder Company Stockholder immediately prior to the First Effective Time by the Per Share Consideration, and (v) a certification, duly executed by an authorized officer of the Company, that the information delivered in the Allocation Schedule is and, as of immediately prior to the First Effective Time, will be true and correct in all respects and in accordance with the last sentence of this Section 2.06. The Company will review any fractional comments to the Allocation Schedule provided by Acquiror or any of its Representatives and consider in good faith any reasonable comments proposed by Acquiror or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) the aggregate number of shares of Acquiror Common Stock that each Company Stockholder will have a right to receive pursuant to the Allocation Schedule as of the First Effective Time will be rounded down to the nearest whole share), (y) in no event shall the aggregate number of shares of Acquiror Common Stock set forth on the Allocation Schedule that are allocated in respect of Company Common Stock and Company Options or that are issuable hereunder as of the Closing Date exceed the Merger Consideration (including the Earnout Shares) and (iiiz) for each holder of Company Options and Company RSUsin no event shall the Allocation Schedule (or the calculations or determinations therein) breach, (A) the name of such holderas applicable, (B) the number and class or series (if applicable) of Company Options and Company RSUs held by such holderany applicable Law, and (C) the portion of the Base Merger Consideration that will be subject to each Acquiror Option and Acquiror RSU, which shall be determined in accordance with Section 3.8, in each case, prepared in good faith by the Company and in Organizational Documents, the Company Stock Plan or any other Contract to which the Company is a form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror (the “Allocation Schedule”)party or bound. (b) The Company will consider in good faith Acquiror’s comments to the Allocation Schedule, and if any adjustments are made to the Allocation Schedule by the Company at Acquiror’s request prior to the Closing, such adjusted Allocation Schedule shall thereafter become the Allocation Schedule for all purposes of this Agreement. The Allocation Schedule and the calculations and determinations contained therein shall be prepared in accordance with the Company’s Governing Documents, the DGCL Exchange Agent and the applicable definitions contained in this Agreement. Each of Acquiror their respective Affiliates and ▇▇▇▇▇▇ Sub Representatives shall be entitled to rely (rely, without any duty of independent investigation or inquiry) upon , 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. Except with Acquiror’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Allocation Schedule may not be modified after delivery to Acquiror except pursuant to a written instruction from the Company, with certification from an authorized representative of the Company that such modification is true and correct. Acquiror, the Exchange Agent and their respective Affiliates and Representatives shall be entitled to rely, without any independent investigation or inquiry, on such modified Allocation Schedule.

Allocation Schedule. The Company shall deliver to the Purchaser, at least five (a) No later than three (35) Business Days prior to the Closing Date, a schedule (the “Allocation Schedule”) setting forth the allocation of the Merger Consideration among the Company shall deliver Security Holders (for the avoidance of doubt, giving effect to Acquiror a schedule, duly certified by an officer of the Company, of Target Acquisitions). The Company acknowledges and agrees that the equity capitalization Allocation Schedule (a) is and will be in accordance with the Organizational Documents of the Company as of the Closing includingand applicable Law, (b) does and will set forth (i) the calculation of the Base Merger Consideration mailing addresses and the Per email addresses, for each Company Share Merger ConsiderationSecurity Holder, (ii) for each holder of Company Common Stock (after giving effect to the Company Security Conversion, the Warrant Event and the Burkhan Conversion Event) (A) the name and email address of such holder, (B) the number and class or series (if applicable) of Company Common Stock held Securities owned by such holder and (C) the portion each Company Security Holder as of the Base Merger Consideration payable to such holder in respect of the Company Common Stock held by such holder (with any fractional shares rounded down immediately prior to the nearest whole shareLongevity Merger Effective Time (for the avoidance of doubt, giving effect to the Target Acquisitions), and (iii) for each holder of Company Options and Company RSUs, (A) the name of such holder, (B) the number and class or series (if applicable) of Company Options and Company RSUs held by such holder, and (C) the portion of the Base Merger Consideration that will be subject allocated to each Acquiror Option Company Security Holder, including with respect to Company Options and Acquiror RSU, which shall be determined the Cellular Bioengineering Warrant (if not previously exercised in accordance with its terms) assumed by Holdco pursuant to Section 3.81.10, the number of shares of Holdco Common Stock subject to, and the exercise price per share of Holdco Common Stock of each Converted Stock Option and Converted Warrant, and (c) is and will be accurate. Notwithstanding anything in each casethis Agreement to the contrary, prepared upon delivery, payment and issuance of the Merger Consideration on the Closing Date in good faith by the Company and in a form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror (the “Allocation Schedule”). (b) The Company will consider in good faith Acquiror’s comments to accordance with the Allocation Schedule, the Purchaser and if any adjustments are made its Affiliates shall be deemed to have satisfied all obligations with respect to the Allocation Schedule by payment of consideration under this Agreement (including with respect to the Merger Consideration), and none of them shall have (x) any further obligations to the Company, any Company Security Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Merger Consideration), or (y) any Liability with respect to the allocation of the consideration under this Agreement, and the Company at Acquiror’s request prior to hereby irrevocably waives and releases the Purchaser and its Affiliates (and, on and after the Closing, Holdco, the Company and its Affiliates) from all claims arising from or related to such adjusted Allocation Schedule shall thereafter become the Allocation Schedule for all purposes of this Agreement. The Allocation Schedule and the calculations and determinations contained therein shall be prepared allocation of the Merger Consideration among each Company Security Holder as set forth in accordance with the Company’s Governing Documents, the DGCL and the applicable definitions contained in this Agreement. Each of Acquiror and ▇▇▇▇▇▇ Sub shall be entitled to rely (without any duty of inquiry) upon the such Allocation Schedule.

Allocation Schedule. (a) No later than three (3) five Business Days prior to the Closing Date, the Company shall deliver to Acquiror a schedule, duly certified by an officer of allocation schedule (the Company, of the equity capitalization of the Company as of the Closing including, “Allocation Schedule”) setting forth: (a) (i) the calculation number of shares of Company Common Stock held by each Company stockholder or, in the case of Persons with a Consideration Share Entitlement, the number of Consideration Shares to which such Person is entitled under the terms of the Base Pixel Labs Merger Consideration and the Per Company Share Merger ConsiderationAgreement, (ii) for the number of shares of Company Common Stock subject to each Company Award held by each holder thereof, and (iii) in the case of the Company Options, the exercise price thereof, (b) the portion of the Aggregate Merger Consideration allocated to each holder of Company Common Stock (after giving effect or Consideration Share Entitlement pursuant to the Company Security Conversion, the Warrant Event and the Burkhan Conversion Event) (A) the name and email address of such holder, (B) the number and class or series (if applicable) of Company Common Stock held by such holder and (C) the portion of the Base Merger Consideration payable to such holder in respect of the Company Common Stock held by such holder (with any fractional shares rounded down to the nearest whole shareSection 3.1(b), and (iiic) for each on a holder-by-holder of Company Options basis and Company RSUsaward-by-award basis, (Ai) the name of such holder, (B) the number and class or series (if applicable) of Company Options and Company RSUs held by such holder, and (C) the portion of the Base Merger Consideration each Acquiror Option that will be subject outstanding as of the Closing, and, with respect to each such Acquiror Option, the number of shares of Acquiror Post-Merger Class B Common Stock issuable upon exercise of such Acquiror Option and the exercise price of such Acquiror Option, (ii) each Adjusted Restricted Stock Award that will be outstanding as of the Closing and the number of shares of Acquiror Post-Merger Class B Common Stock subject to such Adjusted Restricted Stock Award, (iii) each Adjusted RSU that will be outstanding as of the Closing and the number of shares of Acquiror Post-Merger Class B Common Stock subject to such Adjusted RSU, which shall be determined in accordance with Section 3.8, in each case, prepared in good faith by including a reasonably detailed itemization of the Company and in a form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror (the “Allocation Schedule”). (b) components thereof. The Company will review any comments to the Allocation Schedule provided by Acquiror and consider in good faith Acquiror’s and incorporate any reasonable comments proposed by Acquiror to the Allocation Schedule, and if any adjustments are made to the Allocation Schedule by the Company at Acquiror’s request prior to the Closing, such adjusted Allocation Schedule shall thereafter become the Allocation Schedule for all purposes of this Agreement. The Allocation Schedule and the calculations and determinations contained therein shall be prepared in accordance with the Company’s Governing Documents, the DGCL and the applicable definitions contained in this Agreement. Each of Acquiror and ▇▇▇▇▇▇ Sub shall be entitled to rely (without any duty of inquiry) upon the Allocation Schedulecorrect inaccuracies.