Common use of Contingent Consideration Clause in Contracts

Contingent Consideration. (a) Following the Closing, and as additional consideration for the Merger and the other transactions contemplated by this Agreement, within ten (10) Business Days after the occurrence of a Triggering Event that occurs before the fifth year anniversary of the Closing Date with respect to Section 3.03(a)(i), before the seventh year anniversary of the Closing Date with respect to Section 3.03(a)(ii), and before the tenth year anniversary of the Closing Date with respect to Section 3.03(a)(iii), (in each case, as applicable to such clause, the “Contingent Consideration Period”), each Contingent Consideration Eligible Company Equityholder (in accordance with its respective Contingent Consideration Pro Rata Share) is eligible to receive the following shares of Adara Class E Common Stock, as applicable (which shall be equitably adjusted to reflect stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to the Adara Class E Common Stock occurring on or after the Closing and prior to the date of such issuance, the “Contingent Consideration Shares”): (i) Upon the occurrence of Triggering Event I prior to the fifth year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares; (ii) Upon the occurrence of Triggering Event II prior to the seventh year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares; and (iii) Upon the occurrence of Triggering Event III prior to the tenth year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares. For the avoidance of doubt, the Contingent Consideration Eligible Company Equityholders shall be entitled to receive Contingent Consideration Shares upon the occurrence of each Triggering Event during the applicable Contingent Consideration Period; provided, however, that in no event shall the Contingent Consideration Eligible Company Equityholders be entitled to receive Contingent Consideration Share after the tenth year anniversary of the Closing; provided, further, that each Triggering Event shall only occur once, if at all, and in no event shall the Contingent Consideration Eligible Company Equityholders be entitled to receive an aggregate of more than 60,000,000 Contingent Consideration Shares; provided, further, that Triggering Event I, Triggering Event II and Triggering Event III may be achieved at the same time or over the same overlapping Trading Days. (b) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Adara Class E Common Stock shall be issued in respect of Contingent Consideration Shares and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a holder of Adara Class E Common Stock. In lieu of the issuance of any such fractional shares, the Exchange Agent shall round up or down to the nearest whole share of Adara Class E Common Stock, as applicable, with a fraction of 0.5 or more rounded up. No cash settlements shall be made with respect to fractional shares eliminated by rounding.

Contingent Consideration. (a) Following Contingent Consideration (2021). (i) On the ClosingContingent Consideration Payment Date (2021) (as defined below), Parent shall issue and as additional consideration deliver to the Payment Agent for distribution to the Merger Effective Time Holders, shares of Parent Common Stock comprising the Achieved Contingent Consideration (2021). (ii) Within forty-five (45) days following the conclusion of the Year 1 Contingent Consideration Period, Parent shall deliver to the Securityholders’ Agent a schedule prepared in good faith and setting forth in reasonable detail Parent’s calculation of the Qualifying Units Sold (2021), the Qualifying Units Sold Achievement Percentage (2021), the Achieved Contingent Consideration Amount (2021), the Achieved Contingent Consideration (2021) and the other transactions contemplated by Per Share Contingent Stock Amount (2021) (the “Contingent Consideration Schedule (2021)”). (iii) Following delivery of the Contingent Consideration Schedule (2021), Parent shall allow the Securityholders’ Agent reasonable access to such information, books, records, work papers, personnel and resources of Parent and the Company, in each case, to the extent used in, or related to, Parent’s preparation of the Contingent Consideration Schedule (2021). For purposes of this Agreement, the “Contingent Consideration Payment Date (2021)” shall be on the earlier of (i) within ten (10) Business Days after the occurrence of a Triggering Event that occurs before the fifth year anniversary days following final determination of the Closing Date with respect Achieved Contingent Consideration (2021) pursuant to Section 3.03(a)(i1.7(c), before or (ii) if no dispute is raised pursuant to Section 1.7(c), on the seventh year anniversary earlier of (A) thirty (30) days following the delivery of the Closing Date with respect to Section 3.03(a)(iiContingent Consideration Schedule (2021), or (B) ten (10) days following receipt by Parent of written notice from the Securityholders’ Agent that the Contingent Consideration Schedule (2021) is not disputed. (b) Contingent Consideration (2022). (i) On the Contingent Consideration Payment Date (2022) (as defined below), Parent shall issue and before deliver to the tenth year anniversary Payment Agent for distribution to the Effective Time Holders, shares of Parent Common Stock comprising the Achieved Contingent Consideration (2022). (ii) Within forty-five (45) days following the conclusion of the Closing Date with respect Year 2 Contingent Consideration Period, Parent shall deliver to Section 3.03(a)(iiithe Securityholders’ Agent a schedule prepared in good faith and setting forth in reasonable detail Parent’s calculation of the Qualifying Units Sold (2022), the Qualifying Units Sold Achievement Percentage (2022), the Achieved Contingent Consideration Amount (2022), the Achieved Contingent Consideration (2022) and the Per Share Contingent Stock Amount (2022) (the “Contingent Consideration Schedule (2022)”). (iii) Following delivery of the Contingent Consideration Schedule (2022), Parent shall allow the Securityholders’ Agent reasonable access to such information, books, records, work papers, personnel and resources of Parent and the Company, in each case, as applicable to such clausethe extent used in, or related to, Parent’s preparation of the Contingent Consideration Schedule (2022). For purposes of this Agreement, the “Contingent Consideration Period”Payment Date (2022), each Contingent Consideration Eligible Company Equityholder (in accordance with its respective Contingent Consideration Pro Rata Share) is eligible to receive the following shares of Adara Class E Common Stock, as applicable (which ” shall be equitably adjusted to reflect stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange on the earlier of shares or other like change or transaction with respect to the Adara Class E Common Stock occurring on or after the Closing and prior to the date of such issuance, the “Contingent Consideration Shares”): (i) Upon the occurrence of Triggering Event I prior to the fifth year anniversary within ten (10) days following final determination of the Closing, a one-time issuance of an aggregate of 20,000,000 Achieved Contingent Consideration Shares; (2022) pursuant to Section 1.7(c), or (ii) Upon if no dispute is raised pursuant to Section 1.7(c), on the occurrence earlier of Triggering Event II prior to (A) thirty (30) days following the seventh year anniversary delivery of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares; and (iii) Upon the occurrence of Triggering Event III prior to the tenth year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares. For the avoidance of doubt, the Contingent Consideration Eligible Company Equityholders shall be entitled to receive Contingent Consideration Shares upon Schedule (2022), or (B) ten (10) days following receipt by Parent of written notice from the occurrence of each Triggering Event during the applicable Contingent Consideration Period; provided, however, Securityholders’ Agent that in no event shall the Contingent Consideration Eligible Company Equityholders be entitled to receive Contingent Consideration Share after the tenth year anniversary of the Closing; provided, further, that each Triggering Event shall only occur once, if at all, and in no event shall the Contingent Consideration Eligible Company Equityholders be entitled to receive an aggregate of more than 60,000,000 Contingent Consideration Shares; provided, further, that Triggering Event I, Triggering Event II and Triggering Event III may be achieved at the same time or over the same overlapping Trading DaysSchedule (2022) is not disputed. (b) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Adara Class E Common Stock shall be issued in respect of Contingent Consideration Shares and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a holder of Adara Class E Common Stock. In lieu of the issuance of any such fractional shares, the Exchange Agent shall round up or down to the nearest whole share of Adara Class E Common Stock, as applicable, with a fraction of 0.5 or more rounded up. No cash settlements shall be made with respect to fractional shares eliminated by rounding.

Contingent Consideration. (a) Following If the Closingrevenue recognized by the Acquiror and/or the Company from license, maintenance, training and as additional consideration service fees for the Merger and Company's products or services calculated under Section 1.14(c) (the other transactions contemplated by this Agreement, within ten (10"Company Revenue") Business Days after exceeds $10,000,000 for the occurrence of a Triggering Event that occurs before period from the fifth year Closing Date to the first anniversary of the Closing Date with respect to Section 3.03(a)(i(the "Measuring Period"), before then the seventh year anniversary Acquiror shall deliver to the Stockholders, as set forth in Section 1.14(d), contingent consideration in an amount (the "Contingent Consideration") equal to the sum of (i) 1.625 MULTIPLIED BY the amount by which the Company Revenue exceeds $10,000,000 (up to and including a maximum of $18,000,000 in Company Revenue) PLUS (ii) 1.5 MULTIPLIED BY the amount by which the Company Revenue exceeds $18,000,000 (up to and including a maximum of $21,000,000 in Company Revenue). For purposes of this Agreement, "Contingent Shares" means the number of shares of Acquiror Stock to be delivered in connection with the Contingent Consideration, which number shall equal the quotient obtained by DIVIDING (A) the Contingent Consideration by (B) the Closing Stock Price determined as of the Closing Date with respect to Section 3.03(a)(ii), and before third trading day preceding the tenth year anniversary date of payment of the Closing Date with respect to Section 3.03(a)(iii)Contingent Consideration. For purposes of this Agreement, (in each case, as applicable to such clause, the “"Contingent Consideration Period”), each Exchange Rate" means the number of shares of Acquiror Stock to be delivered in connection with the Contingent Consideration Eligible in respect of each share of Company Equityholder (in accordance with its respective Contingent Consideration Pro Rata Share) is eligible to receive the following shares of Adara Class E Common Capital Stock, as applicable (which shall be equitably adjusted to reflect stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect equal to the Adara Class E quotient obtained by DIVIDING (1) the number of Contingent Shares by (2) the Aggregate Common Stock occurring on or after Number. Notwithstanding the Closing and prior to the date of such issuanceforgoing, the “Contingent Consideration Shares”): (i) Upon the occurrence of Triggering Event I prior to the fifth year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares; (ii) Upon the occurrence of Triggering Event II prior to the seventh year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares; and (iii) Upon the occurrence of Triggering Event III prior to the tenth year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares. For the avoidance of doubt, the Contingent Consideration Eligible Company Equityholders shall be entitled to receive Contingent Consideration Shares upon the occurrence of each Triggering Event during the applicable Contingent Consideration Period; provided, however, that in no event shall the number of Contingent Consideration Eligible Company Equityholders be entitled to receive Contingent Consideration Share after Shares together with the tenth year anniversary number of Closing Shares exceed 19.9% of the ClosingAcquiror Stock then outstanding; providedPROVIDED that if the number of Contingent Shares would cause such percentage to be exceeded, further, that each Triggering Event the Acquiror shall only occur once, if at all, issue the maximum permitted number of Contingent Shares and in no event shall pay the balance of the Contingent Consideration Eligible Company Equityholders be entitled in cash (the "Cash Contingent Consideration"); PROVIDED FURTHER that to receive an aggregate of more than 60,000,000 the extent any Contingent Consideration Shares; providedis paid, further, that Triggering Event I, Triggering Event II any and Triggering Event III may be achieved at the same time or over the same overlapping Trading Days. (b) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Adara Class E Common Stock shall be issued in respect of Contingent Consideration Shares and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a holder of Adara Class E Common Stock. In lieu of the issuance of any such fractional shares, the Exchange Agent shall round up or down to the nearest whole share of Adara Class E Common Stock, as applicable, with a fraction of 0.5 or more rounded up. No cash settlements shall be made all imputed interest with respect to fractional shares eliminated by roundingthe Contingent Consideration pursuant to Section 483 or Section 1274 of the Code shall be deemed paid, to the maximum extent possible, from such Cash Contingent Consideration.

Contingent Consideration. Within ninety (a90) Following days following ------------ ------------------------ the Closing, and as additional consideration for end of each of the Merger and the other transactions contemplated by this Agreement, within ten five (105) Business Days calendar years after the occurrence of a Triggering Event that occurs before Effective Time (the fifth year anniversary of the Closing Date with respect to Section 3.03(a)(i), before the seventh year anniversary of the Closing Date with respect to Section 3.03(a)(ii), and before the tenth year anniversary of the Closing Date with respect to Section 3.03(a)(iii), (in each case, as applicable to such clause, the “"Contingent Consideration Period”"), each if the Net Revenues of Subsidiary shall have increased for such calendar year over the highest annual Net Revenues of Subsidiary for the prior calendar years of the Contingent Consideration Eligible Company Equityholder Period plus the calendar year 1999, an additional one (1) share of Parent Common Stock for each Two Dollars and Forty-six Cents ($2.46) of such increased Net Revenues shall be issued by Parent and delivered to Subsidiary Shareholders in accordance with its respective the same proportion as their holdings in Parent relative to each other as of the Effective Time (the "Contingent Consideration"). In the event there is no such increase in Net Revenues, no shares of Contingent Consideration Pro Rata Shareshall be issued for such calendar year (and there shall be no reduction in the number of shares of Contingent Consideration issued in prior years or to be issued in future years of the Contingent Consideration Period). The maximum number of shares of Parent Common Stock which may be issued as Contingent Consideration hereunder shall be One Million Five Hundred Thousand (1,500,000) is eligible shares. Any shares not earned by application of this calculation by the end of the Contingent Consideration Period shall not be delivered. The rights of Subsidiary Shareholders to receive the following shares of Adara Class E Common Stock, as applicable (which shall be equitably adjusted to reflect stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to the Adara Class E Common Stock occurring on or after the Closing and prior to the date of such issuance, the “Contingent Consideration Shares”): (i) Upon shall not be assignable. If at any time during the occurrence of Triggering Event I prior to the fifth year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares; (ii) Upon Period the occurrence of Triggering Event II prior to United States experiences an economic recession as declared by the seventh year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares; and (iii) Upon the occurrence of Triggering Event III prior to the tenth year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares. For the avoidance of doubtfederal government, the Contingent Consideration Eligible Company Equityholders Period and the applicable annual period(s) therein shall be entitled to receive extended by the period of such economic recession and calculations of Net Revenues and Contingent Consideration Shares upon shall not include the occurrence period(s) of each Triggering Event such recession(s). By way of example, if a six (6) month economic recession occurs during the applicable third year of Contingent Consideration Period; provided, however, that in no event shall the third year of the Contingent Consideration Eligible Company Equityholders Period would be entitled to receive Contingent Consideration Share after extended for an additional six (6) months, financial calculations for the tenth third year anniversary for purposes of determining the Net Revenues for the third year would include the two quarters of the Closing; provided, further, that each Triggering Event shall only occur once, if at allcalendar year not subject to the recessions and the next six (6) months following the end of the third year, and in no event shall thereafter, the remaining years under the Contingent Consideration Eligible Company Equityholders Period would be entitled to receive an aggregate of more than 60,000,000 Contingent Consideration Shares; provided, further, that Triggering Event I, Triggering Event II and Triggering Event III may be achieved at calculated starting with the same time or over date immediately following the same overlapping Trading Days. (b) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Adara Class E Common Stock shall be issued in respect of Contingent Consideration Shares and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a holder of Adara Class E Common Stock. In lieu end of the issuance of any such fractional shares, the Exchange Agent shall round up or down to the nearest whole share of Adara Class E Common Stock, as applicable, with a fraction of 0.5 or more rounded up. No cash settlements shall be made with respect to fractional shares eliminated by roundingextended third year.

Contingent Consideration. (a) Following the Closing, As an addition to and as part of the Purchase Consideration, ATS shall pay to the Shareholders, in accordance with the terms of this Section 2.2(c), up to an additional consideration for One-Million, Five-Hundred Thousand Dollars ($1,500,000) (the Merger and “Contingent Consideration”), as follows: (i) If earned, the other transactions contemplated Contingent Consideration shall be payable in up to two installments, by this Agreementwire transfer of immediately available funds to accounts designated by the Shareholders, in accordance with the Shareholders’ Proportionate Interests, within ten thirty (1030) Business Days days after the occurrence of a Triggering Event that occurs before the fifth year first anniversary of the Closing Date with respect to Section 3.03(a)(i)and, before if applicable, within thirty (30) days after the seventh year second anniversary of the Closing Date Date. (ii) The Contingent Consideration will be payable based on ATS and its affiliates (including PMG and including the PMG Business Unit) recognizing revenues (determined in accordance with respect to Section 3.03(a)(ii), and before GAAP) from the tenth year anniversary of Contingent Consideration Contract Base (A) during the first twelve-month period following the Closing Date with respect (the “Initial Earn Out Period”) equal to Section 3.03(a)(iiimore than $12.64 million (the “Initial Revenue Target”) and (B) during the second twelve-month period following the Closing Date (the “Second Earn Out Period”) equal to more than $14.44 million (the “Second Revenue Target”), (in each case, as applicable to such clause. To the extent revenues from the Contingent Consideration Contract Base during the Initial Earn Out Period exceed the Initial Revenue Target, the “Shareholders will be paid Contingent Consideration equal to one-half of the incremental revenue up to a maximum of $1.5 million. In the event that less than $1.5 million is paid to the Shareholders pursuant to this Section 2.2(c) following the Initial Earn Out Period”), each to the extent revenues from the Contingent Consideration Eligible Company Equityholder Contract Base during the Second Earn Out Period exceed the Second Revenue Target, the Shareholders will be paid Contingent Consideration equal to one-half of the incremental revenue, up to a maximum of $1.5 million less the amount of the payment in connection with the Initial Earn Out Period. (By way of example, if revenues from the Contingent Consideration Contract Base were $14.0 million during the Initial Earn Out Period, the payment in respect of the Initial Earn Out Period would be $680,000, and if revenues from the Contingent Consideration Contract Base were $18.0 million during the Second Earn Out Period, the payment in respect of the Second Earn Out Period would be $820,000.) (iii) Following the Closing and during the Initial Earn Out Period and the Second Earn Out Period, ATS will use reasonable commercial efforts to pursue the contracts and proposals included in the Contingent Consideration Contract Base in accordance with its respective PMG’s past practices and otherwise agrees that, during the Initial Earn Out Period and the Second Earn Out Period, it shall: (A) not take any action intended to, or that could reasonably be expected to, result in a reduction of revenues from the Contingent Consideration Pro Rata ShareContract Base below that which would have been achieved if such action had not been taken; (B) is eligible subject to receive the following shares of Adara Class E Common Stock, as applicable (which shall be equitably adjusted to reflect stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction Section 5.22(e) hereof with respect to the Adara Class E Common Stock occurring on or after 8(a) Contract, maintain relations and goodwill with customers, employees, agents and others having business relationships with PMG as of the Closing and prior to the date of such issuance, the “Contingent Consideration Shares”): (i) Upon the occurrence of Triggering Event I prior to the fifth year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration SharesDate; (iiC) Upon make reasonable commercial efforts to ensure that PMG (or the occurrence PMG Business Unit) maintains, in the ordinary course of Triggering Event II prior business, the services of any technical and management employees who are essential to perform any contracts within the seventh year anniversary Contingent Consideration Contract Base and not transfer, assign, reassign or terminate without cause the employment of any such employees without the consent of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration SharesShareholders; and (iiiD) Upon not, without the occurrence of Triggering Event III prior to the tenth year anniversary consent of the ClosingShareholders, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares. For the avoidance of doubtwhich shall not be unreasonably withheld, terminate, transfer or reassign to any other Person, including ATS or any other ATS Affiliate, any contracts within the Contingent Consideration Eligible Company Equityholders shall be entitled to receive Contingent Consideration Shares upon Contract Base. In the occurrence of each Triggering Event during the applicable Contingent Consideration Period; provided, however, event that a contract included in no event shall the Contingent Consideration Eligible Company Equityholders Contract Base is sold or otherwise disposed of, ATS and the Shareholders shall agree on an amount to be entitled to receive Contingent Consideration Share after credited toward the tenth year anniversary of Initial Revenue Target or Second Revenue Target, as the Closing; providedcase may be, further, that each Triggering Event shall only occur once, if at all, and in no event shall the Contingent Consideration Eligible Company Equityholders be entitled to receive an aggregate of more than 60,000,000 Contingent Consideration Shares; provided, further, that Triggering Event I, Triggering Event II and Triggering Event III may be achieved at the same time or over the same overlapping Trading Days. (b) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Adara Class E Common Stock shall be issued in respect of Contingent Consideration Shares such sale or other disposition, taking into account factors such as the amount received in respect of such contract, the margin reasonably anticipated to be earned on such contract, and the performance risks associated with such fractional share interests shall not entitle contract. In the owner thereof to vote or to any other rights event of a holder of Adara Class E Common Stock. In lieu of dispute as to the issuance of any such fractional sharesamount, if any, payable under the immediately foregoing sentence, the Exchange Agent shall round up or down to the nearest whole share of Adara Class E Common Stock, as applicable, with a fraction of 0.5 or more rounded up. No cash settlements dispute shall be made resolved in accordance with respect to fractional shares eliminated by roundingSection 2.4.

Contingent Consideration. (a) Following the Closing, Closing and as additional consideration hereunder, former holders of shares of Company Capital Stock (excluding holders of Cancelled Shares and Dissenting Shares), Vested Company Options formerly held by Non-Continuing Employees, Company RSUs and Company Warrants will be entitled to an additional payment if (but only if) Eligible Revenue for the Merger and the other transactions contemplated by this Agreementcalendar year ended December 31, within ten 2021 (10) Business Days after the occurrence of a Triggering Event that occurs before the fifth year anniversary of the Closing Date with respect as finally determined pursuant to Section 3.03(a)(i2.11(b), before the seventh year anniversary of the Closing Date with respect to Section 3.03(a)(ii), and before the tenth year anniversary of the Closing Date with respect to Section 3.03(a)(iii), ) is greater than $44,000,000 (in each case, as applicable to such clauseevent, the “Contingent Consideration PeriodEarnout Event”), each Contingent Consideration Eligible Company Equityholder (in accordance with its respective Contingent Consideration Pro Rata Share) is eligible to receive the following shares of Adara Class E Common Stock, as applicable (which shall be equitably adjusted to reflect stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to the Adara Class E Common Stock occurring on or after the Closing and prior to the date of such issuance, the “Contingent Consideration Shares”): (i) Upon the occurrence of Triggering Event I prior to the fifth year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares; (ii) Upon the occurrence of Triggering Event II prior to the seventh year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares; and (iii) Upon the occurrence of Triggering Event III prior to the tenth year anniversary of the Closing, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares. For the avoidance of doubt, in the event that Eligible Revenue for the calendar year ended December 31, 2021 is determined to be equal to or less than $44,000,000, then Parent will have no obligation to make any additional payment despite anything else set forth herein. (b) Parent will use good faith efforts to determine the actual amount of Eligible Revenue for the calendar year ended December 31, 2021 (the “Measurement Date”) as promptly as possible following the Measurement Date (but in any event within sixty (60) days of the Measurement Date). Any disputes with respect to the calculation of Eligible Revenue or payment of Contingent Consideration Eligible Company Equityholders shall be entitled handled in the same manner as set forth in Section 2.9(b), mutatis mutandis. (c) Notwithstanding anything to receive Contingent Consideration Shares the contrary set forth herein, as a condition to Parent’s obligation to pay the additional consideration upon the occurrence of each Triggering the Earnout Event during (the “Contingent Consideration”), if and when any such Contingent Consideration becomes due (taking into account any netting of the Financial Advisor Contingent Fee pursuant to Section 2.11(g) (if any) and retention of Contingent Consideration pursuant to Section 2.11(h) (if applicable): (i) the Stockholder Representative shall first deliver to Parent an updated Allocation Schedule setting forth the applicable Per Share Contingent Consideration PeriodAmount payable to each applicable Company Stockholder, Company Warrantholder, Company Vested Optionholder and Company RSU Holder and Parent shall pay the aggregate Per Share Contingent Consideration Amount in accordance with the updated Allocation Schedule within thirty (30) days of the Stockholder Representative delivering the updated Allocation Schedule to Parent; provided, however, in the event that in no event shall any amount of the Financial Advisor Contingent Fee is netted out of such payments or Contingent Consideration Eligible Company Equityholders be entitled is retained pursuant to receive Contingent Consideration Share after Section 2.11(h), the tenth year anniversary of updated Allocation Schedule will specify the Closingamounts netted out or retained from each such person on a holder by holder basis; provided, further, that the aggregate shares of Parent Common Stock payable to each Triggering Event applicable Company Stockholder, Company Warrantholder, Company Vested Optionholder and Company RSU Holder in respect of the Contingent Consideration shall only occur once, if at allbe rounded down to the nearest whole share number, and in no event shall the aggregate number of shares of Parent Common Stock payable under this Section 2.11 exceed the Aggregate Contingent Stock Consideration; and (ii) Parent must have received an invoice for the Financial Advisor Contingent Fee. (d) During the period between the Closing and the Measurement Date Parent and any of its Affiliates (including the Surviving Corporation) shall: (i) not take any action or omission with the primary purpose of avoiding its obligation to pay the Contingent Consideration, including any actions designed to shift Eligible Revenue away from the Surviving Corporation to another Subsidiary of Parent for the purpose of avoiding the obligation to pay the Contingent Consideration; (ii) maintain or provide a marketing staff supporting the marketing of Company’s products that is reasonably comparable in size to the marketing staff currently maintained by the Company (taking into account any marketing personnel of Parent or its Affiliates who support the marketing of the Company products following the Closing); (iii) take the actions set forth in the Marketing Plan; and (iv) refrain from assigning any employee or professionals (including the Key Employees and Critical Employees) of the Company material job duties for Parent or its Affiliates (other than the Company) if doing so would interfere with such employee’s ability to continue to perform his or her services to the Company in a manner that would reasonably be expected to prevent the Company from achieving the Earnout Event; however, none of the foregoing provisions shall require Parent or its Affiliates to take any action or omission in violation of applicable Law. The Stockholder Representative will promptly deliver written notice of any breach of this Section 2.11(d) to Parent and, if curable, Parent will have 20 days from the date that Parent is notified of such breach to cure such breach. Notwithstanding anything else in this Agreement, the parties hereto further agree that the Stockholder Representative will be permitted to exercise any right, bring any claim or commence any proceeding against Parent or the Surviving Corporation in connection with a breach of this Section 2.11(d) if (but only if) the Stockholder Representative has the prior written consent of the Stockholder Representative Group. (e) So long as any obligation remains outstanding with respect to the Contingent Consideration, in the event that Parent undergoes a Change of Control, or after a Change of Control of Parent, any of its respective successors, assignees or transferees undergoes a subsequent Change of Control, then, and in each such case, Parent shall either (i) ensure that (A) each such successor, assignee or transferee of Parent or such assets agrees to assume all obligations of Parent, including the obligations with respect to the Contingent Consideration Eligible Company Equityholders be set forth in this Agreement, and (B) has the capabilities, financial and otherwise to do so, or (ii) Parent shall agree to remain subject to its obligations hereunder, including with respect to the Contingent Consideration. In the event of an assignment by Parent of this Agreement to any of its Affiliates, Parent shall agree to remain liable for the performance by each such assignee of all obligations, including with respect to the Contingent Consideration. (f) Subject to the limitations set forth in Article VIII, Parent shall have the right (without duplication) to set-off any Contingent Consideration against any Losses for which Parent is entitled to receive be indemnified under Article VIII, upon the terms and conditions set forth in this Agreement. (g) Promptly following receipt of an aggregate of more than 60,000,000 invoice for the Financial Advisor Contingent Consideration SharesFee, Parent will cause such amount to be paid in full; provided, further, that Triggering Event I, Triggering Event II the Stockholder Representative will have an opportunity to review and Triggering Event III may be achieved at provide Parent with any comments on such invoice before such payment is made. Substantially concurrently with the same time or over payment of the same overlapping Trading Days. Financial Advisor Contingent Fee (b) Notwithstanding anything but subject to the contrary contained hereinnext sentence), no certificates or scrip representing fractional shares Parent and the Stockholder Representative shall deliver a joint written instruction, duly executed by each of Adara Class E Common Stock shall be issued in respect Parent and the Stockholder Representative to the Escrow Agent directing the Escrow Agent to transfer and release to Parent an aggregate amount of Other Indemnity Escrow Cash equal to the amount of the Financial Advisor Contingent Consideration Shares and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a holder of Adara Class E Common StockFee. In lieu of the issuance of any event that Other Indemnity Escrow Cash is insufficient to satisfy the Financial Advisor Contingent Fee in full or Parent otherwise determines in its discretion not to seek recovery from the Other Indemnity Escrow Fund for the Financial Advisor Contingent Fee, such fractional shares, the Exchange Agent shall round up shortfall or down to the nearest whole share of Adara Class E Common Stockunreimbursed amount, as applicable, will be netted out of the Per Share Contingent Consideration Amount payable to each Company Stockholder, Company Warrantholder, Company Vested Optionholder and Company RSU Holder on a proportionate basis. (h) In the event that the matter specified in Section 8.2(a)(x) is not finally resolved at the time Parent becomes obligated to pay the Contingent Consideration pursuant to Section 2.11(c), Parent will retain a portion of the Contingent Consideration with an aggregate value equal to the Contingent Holdback Amount from each applicable Company Stockholder, Company Warrantholder, Company Vested Optionholder and Company RSU Holder on a fraction pro rata basis in the same proportion as cash and shares (if any) that would have otherwise been payable to such persons pursuant to Section 2.11(c) but for the application of 0.5 this Section 2.11(h) (the “Contingent Holdback Cash and Shares”) to partially secure certain indemnification obligations under Article VIII. Anything to the contrary set forth herein notwithstanding, the parties agree that, despite the occurrence of the Earnout Event and Parent’s obligation to pay the Contingent Consideration, each applicable Company Stockholder, Company Warrantholder, Company Vested Optionholder and Company RSU Holder will be entitled to such person’s pro rata portion of the Contingent Holdback Cash Shares only if such shares of Parent Common Stock or more rounded up. No cash settlements shall be made cash, as applicable, are released to such persons in accordance with respect to fractional shares eliminated by roundingArticle VIII.

Contingent Consideration. (a) Following the Closing, in addition to the consideration to be received pursuant to Section 2.1(vii) and as part of the overall Aggregate Consideration, the Company Stockholders shall be issued additional consideration shares of Redwoods Common Stock (the “Contingent Consideration” and such shares of Redwoods Common Stock, the “Contingent Consideration Shares”), as follows: (i) 2,000,000 Contingent Consideration Shares upon Redwoods achieving a closing price equal to or exceeding $12.50 for 10 trading days within a 20-day trading period in the first three years following Closing; (ii) 2,000,000 Contingent Consideration Shares upon Redwoods achieving a closing price equal to or exceeding $15.00 for 10 trading days within a 20-day trading period in the first three years following Closing; and (iii) 1,000,000 Contingent Consideration Shares upon Redwoods achieving a closing price equal to or exceeding $20.00 for 10 trading days within a 20-day trading period in the first five years following Closing. (b) Except as otherwise specified pursuant to Section 2.2(c), upon the satisfaction of the conditions for the Merger and the other transactions contemplated by this Agreementissuance of any Contingent Consideration Shares pursuant to Section 2.2(a), then within ten (10) Business Days after following the occurrence of a Triggering Event that occurs before the fifth year anniversary achievement of the Closing Date applicable conditions for the issuance of any Contingent Consideration Shares, Redwoods shall issue the applicable Contingent Consideration Shares to each Company Stockholder according to such Company Stockholder’s pro rata percentage as set forth on Section 2.2(a) of the Company Disclosure Schedules. (c) Following the Closing, if a Change of Control of Redwoods shall occur, then the conditions for the issuance of any Contingent Consideration that remains unissued as of immediately prior to the consummation of such Change of Control shall be deemed to have been achieved and any such Contingent Consideration shall immediately become payable and the Company Stockholders shall be entitled to receive such Contingent Consideration immediately prior to the consummation of such Change of Control. Any Contingent Consideration shall be payable to the Company Stockholders as specified on the Allocation Schedule. For the purposes of this Agreement, a “Change of Control” shall have been deemed to occur with respect to Section 3.03(a)(i)Redwoods upon: (i) the sale, before the seventh year anniversary lease, license, distribution, dividend or transfer, in a single transaction or a series of related transactions, of more than fifty percent (50%) of the Closing Date with respect to Section 3.03(a)(ii)assets of Redwoods and its Subsidiaries taken as a whole; or (ii) a merger, and before the tenth year anniversary consolidation or other business combination of Redwoods (or any Subsidiary or Subsidiaries that alone or together represent more than fifty percent (50%) of the Closing Date with respect to Section 3.03(a)(iii)consolidated business of Redwoods at that time) or any successor or other entity holding, directly or indirectly, fifty percent (50%) or more of all the assets of Redwoods and its Subsidiaries that results in each casethe stockholders of Redwoods (or such Subsidiary or Subsidiaries) or any successor or other entity holding, directly or indirectly, less than fifty percent (50%) of the assets of Redwoods and its Subsidiaries or the surviving entity thereof, as applicable to applicable, immediately following the consummation of such clause, the “transaction or series of related transactions. (d) The Contingent Consideration Period”), each Contingent Consideration Eligible Company Equityholder (in accordance with its respective Contingent Consideration Pro Rata Share) is eligible to receive the following shares of Adara Class E Common Stock, as applicable (which shall be equitably adjusted to reflect appropriately the effect of any stock splitssplit, reverse stock splitssplit, stock dividendsdividend (including any dividend or distribution of securities convertible into shares of Redwoods Common Stock), reorganizationsreorganization, recapitalizationsrecapitalization, reclassificationsreclassification, combination, exchange of shares or other like change or transaction with respect to the Adara Class E Redwoods Common Stock Stock, occurring on or after the Closing date hereof and prior to the date of time any such issuance, the “Contingent Consideration Shares”):is delivered to the Contingent Company Stockholders, if any. (e) The right of the Company Stockholders to receive the Contingent Consideration (i) Upon the occurrence of Triggering Event I prior to the fifth year anniversary of the Closingis solely a contractual right and will not be evidenced by a certificate and does not constitute a security or other instrument, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares; (ii) Upon the occurrence of Triggering Event II prior may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than upon written notice to the seventh year anniversary of the ClosingRedwoods pursuant to a Permitted Transfer, a one-time issuance of an aggregate of 20,000,000 Contingent Consideration Shares; and and (iii) Upon does not give the occurrence Company Stockholders any right to receive interest payments. There is no guaranty or other assurance of Triggering Event III prior any kind that any Contingent Consideration will be payable hereunder (regardless of any projections, models, forecasts or any other financial data generated by, or provided to, the Company, Redwoods or their respective Affiliates or Representatives). For purposes of this Agreement, “Permitted Transfer” means (A) a transfer on death by will or intestacy, (B) a transfer by instrument to an inter vivos or testamentary trust for beneficiaries upon the tenth year anniversary death of the Closingtrustee, (C) a one-time issuance of transfer made pursuant to an aggregate of 20,000,000 Contingent Consideration Shares. For the avoidance of doubt, the Contingent Consideration Eligible Company Equityholders shall be entitled to receive Contingent Consideration Shares upon the occurrence of each Triggering Event during the applicable Contingent Consideration Period; provided, however, that in no event shall the Contingent Consideration Eligible Company Equityholders be entitled to receive Contingent Consideration Share after the tenth year anniversary of the Closing; provided, further, that each Triggering Event shall only occur once, if at all, and in no event shall the Contingent Consideration Eligible Company Equityholders be entitled to receive an aggregate of more than 60,000,000 Contingent Consideration Shares; provided, further, that Triggering Event I, Triggering Event II and Triggering Event III may be achieved at the same time or over the same overlapping Trading Days. (b) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Adara Class E Common Stock shall be issued in respect of Contingent Consideration Shares and such fractional share interests shall not entitle the owner thereof to vote or to any other rights order of a holder court of Adara Class E Common Stock. In lieu of the issuance of any competent jurisdiction (such fractional sharesas in connection with divorce, the Exchange Agent shall round up bankruptcy or down liquidation), (D) a transfer by a partnership or limited liability company through a distribution to the nearest whole share of Adara Class E Common Stockits partners or members, as applicable, with in each case without consideration, (E) a fraction transfer made by operation of 0.5 law (including a consolidation or more rounded up. No cash settlements shall be made with respect merger) or as pursuant to fractional shares eliminated the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity, (F) a transfer by roundinga Company Stockholder to one of its Affiliates after providing not less than ten (10) Business Days written notice to Redwoods and the Company, or (G) a transfer to any lender to a Company Stockholder, solely for purposes of creating a security interest therein or otherwise assigning as collateral security, or (G) a transfer permitted under the Lock-up Agreement or the Sponsor Support Agreement, as applicable.