Common use of Earnout Payments Clause in Contracts

Earnout Payments. (a) The Company Holders shall be entitled to an Earnout Payment with respect to each Earnout Period, payable solely in Earnout Shares, on or before each Earnout Payment Date, if (and only if) the Company’s Profit Adjusted Earnout Revenue for such Earnout Period (subject to Section 2.3(b) in the case of the First Earnout Period) is equal to or greater than the Minimum Earnout Revenue Target for such Earnout Period; such Earnout Payment to be calculated as follows: (i) if Profit Adjusted Earnout Revenue in an Earnout Period is less than the Minimum Earnout Revenue Target for such Earnout Period, then the Company Holders shall not be entitled to an Earnout Payment with respect to such Earnout Period (subject to Section 2.3(b) in the case of the First Earnout Period). (ii) if Profit Adjusted Earnout Revenue in an Earnout Period is equal to or greater than the Maximum Earnout Revenue Target for such Earnout Period, then the Company Holders shall be entitled to an Earnout Payment with respect to such Earnout Period equal to 100% of the Earnout Shares for such Earnout Period. (iii) if Profit Adjusted Earnout Revenue in an Earnout Period is equal to or greater than the Minimum Earnout Revenue Target for such Earnout Period but less than the Maximum Earnout Revenue Target for such Earnout Period, then the Company Holders shall be entitled to an Earnout Payment with respect to such Earnout Period (subject to Section 2.3(b) in the case of the First Earnout Period) equal to the product of (x) the number of Earnout Shares for such Earnout Period multiplied by (y) the sum of (i) 0.33 and (ii) the product of 0.67 multiplied by a fraction, the numerator of which is the amount by which Profit Adjusted Earnout Revenue in such Earnout Period exceeds the Minimum Earnout Revenue Target for such Earnout Period and the denominator of which is the Earnout Spread for such Earnout Period. (b) The Company Holders shall be entitled to a catch-up opportunity applicable to the Earnout Payment that the Company Holders may be entitled to receive for the First Earnout Period (if and only to the extent the full amount of Earnout Shares for the First Earnout period were not earned with respect to the First Earnout Period in accordance with Section 2.3(a)), which catch-up shall be calculated at the time of the calculation of the Earnout Payment for the Second Earnout Period as follows: (i) if Profit Adjusted Earnout Revenue in the Second Earnout Period is less than or equal to $35,000,000, then the Company Holders shall receive no additional Earnout Payment for the First Earnout Period pursuant to this Section 2.3(b). (ii) if Profit Adjusted Earnout Revenue in the Second Earnout Period is greater than $35,000,000 (such excess amount, the “Catch-up Amount”), then the Catch-up Amount shall be added to the Profit Adjusted Earnout Revenue for the First Earnout Period and the amount of the Earnout Payment for the First Earnout Period shall be recalculated in accordance with Section 2.3(a). The Company Holders shall be paid an additional Earnout Payment equal to an amount of Earnout Shares by which the number of Earnout Shares payable in accordance with the recalculation made pursuant to this clause exceeds the number of Earnout Shares payable as originally calculated under Section 2.3(a) following the completion of the First Earnout Period. For the avoidance of doubt, the parties acknowledge that notwithstanding any catch-up made pursuant to this Section 2.3(b), the aggregate number of Earnout Shares payable in accordance with this Agreement shall in no event exceed 389,382 shares of Parent Common Stock.

Earnout Payments. (a) The Company Holders Constituents shall be entitled eligible to an Earnout Payment with respect receive earnout consideration up to each Earnout Perioda maximum of three million dollars ($3,000,000) for all such earnout payments, payable solely in Earnout Shares, based on or before each Earnout Payment Date, if (and only if) the Company’s Profit Adjusted Earnout Revenue for such Earnout Period (subject to Section 2.3(b) in the case performance of the First Earnout Period) is equal to or greater than Surviving Corporation following the Minimum Earnout Revenue Target for such Earnout Period; such Earnout Payment to be calculated Closing as follows:set forth in this Section 1.7. (i) if Profit For the period beginning immediately after the Closing and ending on the first anniversary of the Closing (the “First Earnout Period”), the Constituents shall receive $3 for every $1 of Post-Closing Net Income in excess of one hundred ten percent (110%) of the Adjusted Earnout Revenue in an Earnout Period is less than the Minimum Earnout Revenue Target Forecast for such Earnout Period, then the Company Holders shall not be entitled to an Earnout Payment with respect to such First Earnout Period (subject to Section 2.3(b) in the case of the “First Earnout PeriodPeriod Payment”). (ii) if Profit For the period beginning on the day after the first anniversary of the Closing and ending on the second anniversary of the Closing (the “Second Earnout Period”), the Constituents shall receive $3 for every $1 of Post-Closing Net Income in excess of one hundred ten percent (110%) of the Adjusted Forecast for such Second Earnout Revenue Period until the Post-Closing Net Income results in an Earnout Period is equal to or greater than aggregate of $1.5 million of earnout consideration being earned during the Maximum Earnout Revenue Target for such Earnout Period, then the Company Holders shall be entitled to an Earnout Payment with respect to such Earnout Period equal to 100% of the Earnout Shares for such Earnout Period. (iii) if Profit Adjusted Earnout Revenue in an Earnout Period is equal to or greater than the Minimum Earnout Revenue Target for such Earnout Period but less than the Maximum Earnout Revenue Target for such Earnout Period, then the Company Holders shall be entitled to an Earnout Payment with respect to such Second Earnout Period (subject such amount of Post-Closing Net Income, the “Second Earnout Threshold”), at which point the amount earned thereafter shall change to Section 2.3(b) $1.50 for every $1 of Post-Closing Net Income in the case excess of the First Second Earnout Period) equal to the product of (x) the number of Earnout Shares Threshold for such Second Earnout Period multiplied by (y) the sum of (i) 0.33 and (ii) the product of 0.67 multiplied by a fractioncollectively, the numerator of which is the amount by which Profit Adjusted Earnout Revenue in such “Second Earnout Period exceeds the Minimum Earnout Revenue Target for such Earnout Period and the denominator of which is the Earnout Spread for such Earnout PeriodPayment”). (b) The Company Holders Earnout amounts shall be entitled to a catch-up opportunity applicable to calculated promtly after the preparation of the Parent’s financial statements following the accounting period in which the end of such earnout period occurs. The First Earnout Payment that Period Payment, if any, shall be deposited with Escrow Agent and made part of the Company Holders may be entitled to receive for Escrow Amount. The calculation of the amount earned in the First Earnout Period (if and only Payment or Second Earnout Period Payment, as the case may be, may be referred to as the “Earnout Payment” for such period. Such Earnout Payments shall be delivered to the extent Escrow Agent or paid to the full amount Constituents in accordance with Section 1.5(a), as the case may be, within the later of (i) ninety (90) days after the Parent’s delivery to the Stockholder Representatives of the applicable Earnout Shares Certificate, or (ii) if disputed pursuant to Section 1.7(f) below, ten (10) Business Days after final determination of the applicable Earnout Payment pursuant to the provisions of Section 1.7(f). (c) [intentionally omitted] (d) In no case shall the aggregate amounts paid pursuant to this Section 1.7 exceed $3 million. (e) As soon as reasonably practicable following Parent’s determination of the Earnout Payment for the First Earnout period were not earned with respect to each of the First Earnout Period and Second Earnout Period (but in accordance with Section 2.3(a)no event prior to the date the Parent’s financial statements for the periods to which such Earnout Payments relate have been publicly disclosed by Parent), which catch-up shall be calculated at Parent will deliver to the time Stockholder Representatives (i) a statement that includes each element of the calculation of the Earnout Payment for the Second Earnout Period as follows: (i) if Profit Adjusted Earnout Revenue in the Second Earnout Period is less than or equal to $35,000,000, then the Company Holders shall receive no additional Earnout Payment for the First Earnout Period pursuant to this Section 2.3(b). Payment; and (ii) if Profit Adjusted Earnout Revenue in a certificate of the Second Earnout Period is greater than $35,000,000 (such excess amount, Parent’s Chief Financial Officer certifying on behalf of the “Catch-up Amount”), then Parent that the Catch-up Amount shall be added to the Profit Adjusted Earnout Revenue for the First Earnout Period and the amount calculation of the Earnout Payment for the First Earnout Period shall be recalculated in accordance with Section 2.3(a). The Company Holders shall be paid an additional Earnout Payment equal to an amount of Earnout Shares by which the number of Earnout Shares payable was made in accordance with the recalculation made pursuant terms of this Section 1.7 (such statement and certificate being referred to this clause exceeds as the number of “Earnout Shares payable as originally calculated under Section 2.3(a) following the completion Certificate”). The Stockholder Representatives and their professional advisors will be given reasonable access to only those books and records of the First Surviving Corporation that are necessary to confirm the calculation of the Earnout PeriodPayment. For All information obtained by the avoidance Stockholder Representatives shall be deemed to be confidential information of doubt, the parties acknowledge that notwithstanding any catch-up made pursuant Parent subject to this Section 2.3(b), the aggregate number restrictions of Earnout Shares payable in accordance with this the Confidentiality Agreement shall in no event exceed 389,382 shares of Parent Common Stock.attached hereto as Exhibit I.

Earnout Payments. (a) The Company Holders shall be In the event that, at any time following the Closing Date, the Equityholders, Bonus Recipients or Convertible Noteholders become entitled to an Earnout Payment with respect to each Earnout Period, payable solely in Earnout Shares, on or before each Earnout Payment Date, if (and only if) the Company’s Profit Adjusted Earnout Revenue for such Earnout Period (subject to Section 2.3(b) in the case receive any portion of the First Earnout Period) is equal Consideration pursuant to or greater than the Minimum this Section 2.13 (each, an “Earnout Revenue Target for such Earnout Period; such Earnout Payment to be calculated as follows: Payment”), Parent shall (i) if Profit Adjusted deposit and issue to Parent’s transfer agent a number of shares of Parent Common Stock equal to the number of Earnout Revenue in an Earnout Period is less than Shares issuable to the Minimum Earnout Revenue Target for such Earnout Period, then the Company Holders shall not be entitled to an Earnout Payment Founders with respect to such Earnout Period (subject to Section 2.3(b) Payment as set forth in the case Distribution Waterfall, issued in the names of such Founders in book-entry form; provided, however, notwithstanding any other provision of this Agreement in no event shall the aggregate number of shares of Parent Common Stock to be issued pursuant to this Agreement exceed 19.99% of the First Earnout Period). total outstanding shares of Parent Common Stock as of immediately prior to the Effective Time, (ii) if Profit Adjusted Earnout Revenue deliver to the Company Stockholders (other than the holders of Dissenting Stock) and in accordance with Pro Rata Deferred Payment Shares, cash in an Earnout Period is amount equal to or greater than the Maximum Earnout Revenue Target for Cash Amount payable to such Earnout Period, then the Company Holders shall be entitled to an Earnout Payment Stockholders with respect to such Earnout Period equal to 100% of Payment as set forth in the Earnout Shares for such Earnout Period. Distribution Waterfall, and (iii) if Profit Adjusted Earnout Revenue deliver to the Surviving Corporation (for the benefit of the Optionholders, Bonus Recipients and Convertible Noteholders, and in accordance with the Pro Rata Deferred Payment Shares), cash in an Earnout Period is amount equal to or greater than the Minimum Earnout Revenue Target for Cash Amount payable to such Earnout Period but less than the Maximum Earnout Revenue Target for such Earnout PeriodOptionholders, then the Company Holders shall be entitled to an Earnout Payment Bonus Recipients and Convertible Noteholders with respect to such Earnout Period (subject Payment as set forth in the Distribution Waterfall; provided, however, that if such Earnout Payment represents Earnout Consideration payable pursuant to Section 2.3(b2.13(b)(i) in the case of the First Earnout Period) equal to the product of above, then (x) the a number of Earnout Shares for equal to fifteen percent (15%) of all Earnout Shares comprising such Earnout Period multiplied by Payment (the “Earnout Escrow Shares”) and (y) the sum of an amount in cash equal to fifteen percent (i15%) 0.33 and (ii) the product of 0.67 multiplied by a fraction, the numerator of which is the amount by which Profit Adjusted Earnout Revenue in such Earnout Period exceeds the Minimum Earnout Revenue Target for such Earnout Period and the denominator of which is the Earnout Spread for such Earnout Period. (b) The Company Holders shall be entitled to a catch-up opportunity applicable to the Earnout Payment that the Company Holders may be entitled to receive for the First Earnout Period (if and only to the extent the full amount of Earnout Shares for the First Earnout period were not earned with respect to the First Earnout Period in accordance with Section 2.3(a)), which catch-up shall be calculated at the time of the calculation of the Earnout Cash Amount comprising such Earnout Payment for (the Second “Earnout Period as follows: (iEscrow Cash Amount”) if Profit Adjusted Earnout Revenue shall not be issued or paid to the Equityholders, Bonus Recipients or Convertible Noteholders and shall instead be delivered by Parent to the Escrow Agent, to be held by the Escrow Agent in the Second Earnout Period is less than or equal to $35,000,000, then the Company Holders shall receive no additional Earnout Payment for the First Earnout Period pursuant to this Section 2.3(b). (ii) if Profit Adjusted Earnout Revenue in the Second Earnout Period is greater than $35,000,000 (such excess amount, the “Catch-up Amount”), then the Catch-up Amount shall be added to the Profit Adjusted Earnout Revenue for the First Earnout Period and the amount of the Earnout Payment for the First Earnout Period shall be recalculated in accordance with Section 2.3(a). The Company Holders shall be paid an additional Earnout Payment equal to an amount of Earnout Shares by which the number of Earnout Shares payable Escrow Account in accordance with the recalculation made pursuant to this clause exceeds the number of Earnout Shares payable as originally calculated under Section 2.3(a) following the completion provisions of the First Escrow Agreement. Parent shall deliver each such Earnout PeriodPayment not later than thirty (30) days after the filing of Parent’s Annual Report on Form 10-K with the U.S. Securities and Exchange Commission for the fiscal year during which the applicable Earnout Period ends. For To the avoidance of doubtextent that Parent delivers any Earnout Payment to the Company Stockholders and the Surviving Corporation as provided herein, the parties acknowledge that notwithstanding any catch-up made pursuant such payment shall be deemed to this Section 2.3(b), the aggregate number of Earnout Shares payable satisfy in accordance with this Agreement shall full Parent’s obligations in no event exceed 389,382 shares of Parent Common Stockrespect thereof.

Earnout Payments. (a) The Company Holders As additional purchase price, the Buyer shall be entitled make the following payments of Buyer Shares to an Earnout Payment the Trust with respect to each of the Earnout PeriodYears based on the following calculation. (i) If in any Earnout Year, payable solely in Earnout Shares, on or before each Earnout Payment Date, if (and only if) the Company’s Profit Adjusted Earnout Revenue for such Earnout Period (subject to Section 2.3(b) in the case Year is less than 50% of the First Earnout Period) is equal to or greater than the Minimum Earnout Revenue Target Objective for such Earnout Period; Year, the Buyer shall pay the Trust an additional zero (0) Performance Shares in respect of such Earnout Payment to be calculated as follows: (i) if Profit Adjusted Earnout Revenue in an Earnout Period is less than the Minimum Earnout Revenue Target for such Earnout Period, then the Company Holders shall not be entitled to an Earnout Payment with respect to such Earnout Period (subject to Section 2.3(b) in the case of the First Earnout Period)Year. (ii) if Profit Adjusted If in any Earnout Year, Revenue in an Earnout Period is equal to or greater than the Maximum Earnout Revenue Target for such Earnout Period, then Year is greater than or equal to 50% of the Company Holders shall be entitled to an Earnout Payment with respect to Revenue Objective for such Earnout Period Year and less than 80% of the Revenue Objective for such Earnout Year, the Buyer shall pay the Trust an additional Seventy-Five Thousand (75,000) Performance Shares in respect of such Earnout Year. (iii) If in any Earnout Year, Revenue for such Earnout Year is greater than or equal to 80% of the Revenue Objective for such Earnout Year and less than 100% of the Revenue Objective for such Earnout Year, the Buyer shall pay the Trust an additional One Hundred Twenty-Five Thousand (125,000) Performance Shares in respect of such Earnout Year. (iv) If in any Earnout Year, Revenue for such Earnout Year is greater than or equal to 100% of the Earnout Shares Revenue Objective for such Earnout PeriodYear and less than 114% of the Revenue Objective for such Earnout Year, the Buyer shall pay the Trust an additional One Hundred Fifty Thousand (150,000) Performance Shares in respect of such Earnout Year. (iiiv) if Profit Adjusted If in any Earnout Year, Revenue in an Earnout Period is equal to or greater than the Minimum Earnout Revenue Target for such Earnout Period but less Year is greater than or equal to 114% of the Maximum Earnout Revenue Target Objective for such Earnout Period, then the Company Holders shall be entitled to an Earnout Payment with respect to such Earnout Period (subject to Section 2.3(b) in the case Year and less than 150% of the First Earnout Period) equal to the product of (x) the number of Earnout Shares Revenue Objective for such Earnout Period multiplied by (y) the sum of (i) 0.33 and (ii) the product of 0.67 multiplied by a fractionYear, the numerator Buyer shall pay the Trust an additional Two Hundred Thousand (200,000) Performance Shares in respect of which is the amount by which Profit Adjusted Earnout Revenue in such Earnout Period exceeds the Minimum Year. (vi) If in any Earnout Year, Revenue Target for such Earnout Period and Year is greater than or equal to 150% of the denominator of which is the Earnout Spread Revenue Objective for such Earnout PeriodYear, the Buyer shall pay the Trust an additional Three Hundred Fifty Thousand (350,000) Performance Shares in respect of such Earnout Year. The total aggregate payments to be made by the Buyer to the Trust pursuant to this Section 1.5(c), if any, shall not exceed One Million Four Hundred Thousand (1,400,000) Performance Shares. (bvii) The Company Holders shall be entitled to a catch-up opportunity applicable to If, following the Earnout Payment that Closing Date, the employment relationship between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (“Hehenberger”) and the Company Holders may be entitled to receive is terminated by the Buyer or the Company for any reason other than for a reason that would permit immediate dismissal without notice under Austrian labor law before the First Earnout Period (if and only to the extent the full amount end of Earnout Year 4, the Buyer shall pay the Trust, in addition to any Performance Shares for the First Earnout period were not that have been earned with respect to an Earnout Year prior to the First Earnout Period Year in accordance with Section 2.3(a)which such employment termination occurs (other than Year 1), which catch-up (w) 1,400,000 Performance Shares, if such employment termination occurs during Year 1, (x) 1,050,000 Performance Shares, if such employment termination occurs during Year 2, (y) 700,000 Performance Shares, if such employment termination occurs during Year 3, and (z) 350,000 Performance Shares, if such employment termination occurs during Year 4. The Buyer shall be calculated at have no obligation to pay additional Performance Shares to the time of the calculation of the Earnout Payment for the Second Earnout Period as follows: (i) if Profit Adjusted Earnout Revenue in the Second Earnout Period is less than or equal to $35,000,000, then the Company Holders shall receive no additional Earnout Payment for the First Earnout Period Trust pursuant to this Section 2.3(b)Sections 1.5(c)(i)-(vi) following such an employment termination, and the Buyer shall have not obligation to pay additional Performance Shares to the Trust in connection with such an employment termination that occurs following Earnout Year 4. (iiviii) if Profit Adjusted Earnout Revenue in In the Second Earnout Period is greater than $35,000,000 (such excess amountevent of a Sale Transaction, the “Catch-up Amount”Buyer shall pay the Trust, in addition to any Performance Shares that have been earned with respect to an Earnout Year prior to the Earnout Year in which the Sale Transaction closes (other than Year 1), then (w) 1,400,000 Performance Shares, if the Catch-up Amount Sale Transaction closes during Year 1, (x) 1,050,000 Performance Shares, if the Sale Transaction closes during Year 2, (y) 700,000 Performance Shares, if the Sale Transaction closes during Year 3, and (z) 350,000 Performance Shares, if the Sale Transaction closes during Year 4. The Buyer shall be added have no obligation to pay additional Performance Shares to the Profit Adjusted Earnout Revenue for the First Earnout Period Trust pursuant to Sections 1.5(c)(i)-(vi) following a Sale Transaction, and the amount of Buyer shall have not obligation to pay additional Performance Shares to the Trust in connection with a Sale Transaction that occurs following Earnout Payment for the First Earnout Period shall be recalculated in accordance with Section 2.3(a). The Company Holders shall be paid an additional Earnout Payment equal to an amount of Earnout Shares by which the number of Earnout Shares payable in accordance with the recalculation made pursuant to this clause exceeds the number of Earnout Shares payable as originally calculated under Section 2.3(a) following the completion of the First Earnout Period. For the avoidance of doubt, the parties acknowledge that notwithstanding any catch-up made pursuant to this Section 2.3(b), the aggregate number of Earnout Shares payable in accordance with this Agreement shall in no event exceed 389,382 shares of Parent Common StockYear 4.

Earnout Payments. (a) The Company Holders shall be entitled Subject to an Earnout Payment with respect to each Earnout Periodthe terms and conditions of this Agreement, payable solely in Earnout Sharesincluding Sections 2.7(h), on or before each Earnout Payment Date2.7(l), if (7.2 and only if) the Company’s Profit Adjusted Earnout Revenue for such Earnout Period (subject to Section 2.3(b) in the case of the First Earnout Period) is equal to or greater than the Minimum Earnout Revenue Target for such Earnout Period; such Earnout Payment to be calculated as follows7.7: (i) if Profit Adjusted With respect to Earnout Revenue Year One, each Company Holder shall be entitled to receive their Earnout Pro-Rata Portion of the amount equal to (i) [***] (ii) [***] less, in an the event the Wound Closure Milestone occurs during Earnout Period Year One, the amount of the Wound Closure Milestone Payment payable by Buyer to the Company Holders in accordance with Section 2.7(h), and/or, in the event the Orthopedic Milestone is satisfied in Earnout Year One, the amount of the Orthopedic Milestone Payment payable by Buyer to the Company Holders in accordance with Section 2.7(h) (in the event the amount calculated hereunder is zero or less than the Minimum zero, no Earnout Revenue Target Payment shall be payable for such Earnout PeriodYear and the Milestone Excess shall be credited against future Earnout Payments), then plus the Company Holders shall not be entitled to an Expense Pro-Rata Portion of any Infringement Recovery received by Parent, Buyer or the Surviving Corporation during Earnout Payment with respect to such Year One, [***] of any Standard Income received by Parent, Buyer or the Surviving Corporation during Earnout Period (subject to Section 2.3(b) in Year One, and [***] of any Non-Standard Income received by Parent, Buyer or the case of the First Surviving Corporation during Earnout Period).Year One; (ii) if Profit Adjusted With respect to Earnout Revenue in an Earnout Period is equal to or greater than the Maximum Earnout Revenue Target for such Earnout PeriodYear Two, then the each Company Holders Holder shall be entitled to an receive their Earnout Pro-Rata Portion of the amount equal to (i) [***] (ii) [***] less (x) in the event Wound Closure Milestone occurs during Earnout Year Two, the amount of the Wound Closure Milestone Payment payable by Buyer to the Company Stockholders in accordance with Section 2.7(h), and/or satisfied in Earnout Year Two, the Orthopedic Milestone Payment payable by Buyer to the Company Holders in accordance with Section 2.7(h) and/or (y) any Milestone Excess (in the event the amount calculated hereunder is zero or less than zero, no Earnout Payment with respect to such Earnout Period equal to 100% of the Earnout Shares shall be payable for such Earnout Period.Year and the remaining Milestone Excess shall be credited against future Earnout Payments), plus the Expense Pro-Rata Portion of any Infringement Recovery received by Parent, Buyer or the Surviving Corporation during Earnout Year Two, [***] of any Standard Income received by Parent, Buyer or the Surviving Corporation during Earnout Year Two, and [***] of any Non-Standard Income received by Parent, Buyer or the Surviving Corporation during Earnout Year Two; (iii) if Profit Adjusted With respect to Earnout Revenue in an Earnout Period is equal to or greater than the Minimum Earnout Revenue Target for such Earnout Period but less than the Maximum Earnout Revenue Target for such Earnout PeriodYear Three, then the each Company Holders Holder shall be entitled to an receive their Earnout Payment with respect Pro-Rata Portion of the amount equal to such Earnout Period (subject to Section 2.3(bi) [***] (ii) [***] less (x) in the case event the Wound Closure Milestone occurs during Earnout Year Three, the amount of the First Earnout Period) equal Wound Closure Milestone Payment payable by Buyer to the product of Company Stockholders in accordance with Section 2.7(h), and/or, in the event the Orthopedic Milestone is satisfied in Earnout Year Three, the Orthopedic Milestone Payment payable by Buyer to the Company Holders in accordance with Section 2.7(h) and/or (xy) any remaining Milestone Excess after giving effect to any Milestone Excess credited against Earnout Payments in any prior Earnout Years (in the number of event the amount calculated hereunder is zero or less than zero, no Earnout Shares Payment shall be payable for such Earnout Period multiplied by (y) the sum of (i) 0.33 and (ii) the product of 0.67 multiplied by a fraction, the numerator of which is the amount by which Profit Adjusted Earnout Revenue in such Earnout Period exceeds the Minimum Earnout Revenue Target for such Earnout Period Year and the denominator remaining Milestone Excess shall be credited against future Earnout Payments), plus the Expense Pro-Rata Portion of which is any Infringement Recovery received by Parent, Buyer or the Surviving Corporation during Earnout Spread for such Year Three, [***] of any Standard Income received by Parent, Buyer or the Surviving Corporation during Earnout Period.Year Three, and [***] of any Non-Standard Income received by Parent, Buyer or the Surviving Corporation during Earnout Year Three; (biv) The With respect to Earnout Year Four, each Company Holders Holder shall be entitled to a catchreceive their Earnout Pro-up opportunity applicable Rata Portion of the amount equal to (i) [***] (ii) [***] less (x) in the event the Wound Closure Milestone occurs during Earnout Year Four, the amount of the Wound Closure Milestone Payment payable by Buyer to the Company Stockholders in accordance with Section 2.7(h), and/or, in the event the Orthopedic Milestone is satisfied in Earnout Year Four, the Orthopedic Milestone Payment that payable by Buyer to the Company Holders may in accordance with Section 2.7(h) and/or (y) any remaining Milestone Excess after giving effect to any Milestone Excess credited against Earnout Payments in any prior Earnout Year (in the event the amount calculated hereunder is zero or less than zero, no Earnout Payment shall be payable for such Earnout Year and the remaining Milestone Excess shall be credited against future Earnout Payments), plus the Expense Pro-Rata Portion of any Infringement Recovery received by Parent, Buyer or the Surviving Corporation during Earnout Year Four, [***] of any Standard Income received by Parent, Buyer or the Surviving Corporation during Earnout Year Four, and [***] of any Non-Standard Income received by Parent, Buyer or the Surviving Corporation during Earnout Year Four; and (v) With respect to Earnout Year Five, each Company Holder shall be entitled to receive for their Earnout Pro-Rata Portion of the First amount equal to (i) [***] (ii) [***] less (x) in the event the Wound Closure Milestone occurs during Earnout Period (if and only Year Five, the amount of any Wound Closure Milestone Payment payable by Buyer to the extent the full amount of Earnout Shares for the First Earnout period were not earned with respect to the First Earnout Period Company Stockholders in accordance with Section 2.3(a)2.7(h), which catch-up shall be calculated at the time of the calculation of the Earnout Payment for the Second Earnout Period as follows: (i) if Profit Adjusted Earnout Revenue and/or, in the Second event the Orthopedic Milestone is satisfied in Earnout Period is less than or equal Year Five, the Orthopedic Milestone Payment payable by Buyer to $35,000,000, then the Company Holders shall receive no additional Earnout Payment for the First Earnout Period pursuant to this Section 2.3(b). (ii) if Profit Adjusted Earnout Revenue in the Second Earnout Period is greater than $35,000,000 (such excess amount, the “Catch-up Amount”), then the Catch-up Amount shall be added to the Profit Adjusted Earnout Revenue for the First Earnout Period and the amount of the Earnout Payment for the First Earnout Period shall be recalculated in accordance with Section 2.3(a). The Company Holders 2.7(h) and/or (y) any remaining Milestone Excess after giving effect to any Milestone Excess credited against Earnout Payments in any prior Earnout Year (in the event the amount calculated hereunder is zero or less than zero, no Earnout Payment shall be paid an additional payable for such Earnout Payment equal to an amount Year and the remaining Milestone Excess will be of Earnout Shares by which the number of Earnout Shares payable in accordance with the recalculation made pursuant to this clause exceeds the number of Earnout Shares payable as originally calculated under Section 2.3(a) following the completion of the First Earnout Period. For the avoidance of doubt, the parties acknowledge that notwithstanding any catch-up made pursuant to this Section 2.3(bno further force or effect), plus the aggregate number Expense Pro-Rata Portion of any Infringement Recovery received by Parent, Buyer or the Surviving Corporation during Earnout Shares payable in accordance with this Agreement shall in no event exceed 389,382 shares Year Five, [***] of Parent Common Stockany Standard Income received by Parent, Buyer or the Surviving Corporation during Earnout Year Five, and [***] of any Non-Standard Income received by Parent, Buyer or the Surviving Corporation during Earnout Year Five.