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 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.

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.