Common use of Earnout Clause in Contracts

Earnout. (a) Following the Closing, and as additional consideration for the Merger and the transactions contemplated hereby, within five (5) Business Days after the occurrence of a Triggering Event (or if a Triggering Event occurs prior to Closing, within twenty (20) Business Days after the Closing Date) or the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as of such date (in each case accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Acquiror Common Stock occurring after the Closing) (such shares, the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement; provided, however, that any Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested as of the Triggering Event (each such Adjusted Restricted Stock Award, an “Unvested Adjusted Restricted Stock Award” and any such Earnout Shares issued in connection therewith pursuant to this Section 3.4, the “Unvested Restricted Stock Award Earnout Shares”) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:

Earnout. (a) Following In connection with this Section 2.7, Acquiror shall deliver to the ClosingSeller no later than sixty (60) days following the end of each of the first four calendar quarters following the Closing Date (it being understood that if the Closing occurs in June, the first of such calendar quarters shall be the calendar quarter ending September 30, 2002), financial statements of the Upshot Business setting forth the amount of aggregate Net Revenue of the Upshot Business for each month in such calendar quarter beginning with the first full calendar month following the Closing Date and as additional consideration ending with the twelfth full calendar month following the Closing Date (the "Upshot Business Financial Statements"). The Upshot Business Financial Statements shall set forth the Net Revenue attributable to the Upshot Business on a client by client basis and shall specify the amount of each adjustment to Net Revenues contemplated by clauses (a)-( ) of Schedule 2.5(a). In the event Net Revenue of the Upshot Business for the Merger and the transactions contemplated hereby, within five (5) Business Days after the occurrence of a Triggering Event (or if a Triggering Event occurs prior to Closing, within twenty (20) Business Days after first full twelve calendar month period following the Closing DateDate equals or exceeds the Target Amount, Acquiror shall pay to Seller an amount equal to fifty percent (50%) or of the Final Earnout Distribution Date (amount by which Net Revenue exceeds the Target Amount in accordance with the terms of this Section 3.4(a)(iv))2.7, as applicableup to a maximum aggregate payment of Two Million Dollars ($2,000,000.00) pursuant to this sentence. In the event Net Revenue of the Upshot Business for the first twelve calendar month period following the Closing Date exceeds the Bonus Amount, Acquiror shall issue or cause pay to Seller an amount equal to thirty three percent (33%) of the amount by which Net Revenue exceeds the Bonus Amount (in addition to the amount paid pursuant to the preceding sentence) in accordance with the terms of this Section 2.7. Any amounts required to be issued paid pursuant to each Eligible Company Equityholder either of the preceding two sentences are collectively referred to as "Earnout Payments". Notwithstanding the foregoing, in the event a Change of such date (in each case accordance with its respective Pro Rata Share) shares Control of Acquiror Common Stock occurs and Xxxxx Xxxxxxxxx'x responsibilities are expanded beyond the Upshot Business, then the maximum aggregate Earnout Payments that Acquiror will be required to make under this Section 2.7 will equal Four Million Seven Hundred Fifty Thousand Dollars (which $4,750,000.00). If Net Revenue for the first full twelve calendar month period following the Closing Date equals or is less than the Target Amount, Acquiror shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect have no obligation to Acquiror Common Stock occurring after the Closing) (such shares, the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement; provided, however, that pay any Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested as of the Triggering Event (each such Adjusted Restricted Stock Award, an “Unvested Adjusted Restricted Stock Award” and any such Earnout Shares issued in connection therewith pursuant to this Section 3.4, the “Unvested Restricted Stock Award Earnout Shares”) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:Payment.

Earnout. The parties acknowledge that the Purchase Price, as same may be modified by Section 3 herein, has been calculated generally by dividing the expected annual base rent from the Property (ai.e. $4,482,425.00) Following by .074521 (the “Base Rent Divider”). In the event the Property is less than one hundred percent (100%) leased to tenants satisfying the Occupancy Conditions described upon Exhibit L attached hereto and made a part hereof as of the Closing Date, only a portion of the full Purchase Price shall be funded at Closing and the balance of the Purchase Price (the “Unfunded Purchase Price”) shall be held by Purchaser pursuant to the terms of this Section 20. The Unfunded Purchase Price shall be calculated by dividing the aggregate pro forma annual base rent (per the attached Exhibit B) for the space within the Property for those tenants that do not then satisfy the Occupancy Conditions (the “Vacant Space”), by the Base Rent Divider. The balance of the Purchase Price shall be paid to Seller per the terms of this Agreement on the Closing Date (subject to Seller’s funding of the deposits described below). As of the date hereof, the Vacant Space totals 4,800 square feet. The parties agree to enter into a mutually agreeable “Earnout Agreement” (attached as Exhibit K) at Closing which sets forth the terms and conditions for the Earnout, some of which are as follows: The term of the earnout period shall commence on the Closing Date and shall continue until the first to occur of (i) a period of 36 months from the Closing Date, or (ii) the date the Vacant Space has been fully leased and is occupied by tenants then satisfying the Occupancy Conditions (the “Earnout Period”). During the term of the Earnout Period (and prior to the satisfaction of the Occupancy Conditions of any portion of the Vacant Space by a new tenant), Seller shall be responsible for the monthly pro rata share of taxes, insurance and common area expenses (collectively, the “Operating Expenses”) allocable to the Vacant Space. To that end, Seller agrees to escrow with Escrow Agent at Closing, and as additional consideration an amount equal to the estimated aggregate Operating Expenses for the Merger Vacant Space payable during the Earnout Period (the “Operating Expense Escrow”). Purchaser shall draw down monthly on the Operating Expense Escrow during the Earnout Period to pay any Operating Expenses allocable to the Vacant Space as same become due. Once any portion of the Vacant Space is leased to, and occupied by, a tenant then satisfying the Occupancy Conditions, Seller’s obligation to pay Purchaser the Operating Expenses allocable to that portion of the Vacant Space shall terminate and the transactions contemplated herebybalance of the Operating Expense Escrow allocable to said space shall be promptly paid to Seller. Upon the expiration of the Earnout Period, the balance of the Operating Expense Escrow, if any, shall be paid to Seller. Seller, or its affiliated entities, shall continue to serve as the exclusive leasing agent for the Vacant Space during the Earnout Period and Seller shall be responsible for all costs and expenses associated with leasing the Vacant Space, including without limitation, any brokerage commissions and tenant improvement allowances associated therewith. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to (i) $15.00 per square foot of the Vacant Space for anticipated tenant improvement allowances applicable to the Vacant Space, plus (ii) $3.00 per square foot of the Vacant Space for anticipated leasing commissions applicable to the Vacant Space (collectively, the “Leasing Escrow”). As any portion of the Vacant Space is leased to tenants during the Earnout Period, Seller may draw down on the Leasing Escrow to pay any tenant improvement allowance and/or leasing commissions applicable to said lease, provided in no event shall the aggregate amount funded out of the Leasing Escrow for tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased, nor shall the aggregate amount funded from the Leasing Escrow for leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased. Upon the expiration of the Earnout Period, a portion of the Leasing Escrow in an amount equal to the collective sum of the improvement allowances for the then Vacant Space and the leasing commissions applicable to the then Vacant Space shall be either: (y) paid to Purchaser if the then Vacant Space is not fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period; or (z) paid to Seller if the then Vacant Space is fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period. Any amounts remaining in the Leasing Escrow after payment to Purchaser and/or Seller (as applicable), as provided immediately above shall be paid to Seller at the expiration of the Earnout Period. Additionally, if tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased or leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased (including for space which is being reconfigured for future leasing to a tenant) (e.g., relocation of walls and doorways), Seller shall be responsible for payment of such shortfall from Seller’s funds without contribution therefor from Purchaser. All leases for the Vacant Space shall comply with the Leasing Parameters attached hereto as Exhibit F or shall otherwise be approved in writing by Purchaser. At such time as Seller provides Purchaser with a new lease for any portion of the Vacant Space (and such new occupant has satisfied the Occupancy Conditions), Purchaser shall, upon ten (10) days advance written notice from Seller, pay to Seller a portion of the Unfunded Purchase Price in an amount equal to the annual base rent payable under said new lease (such base rent in no event to exceed 110% of the pro forma annual base rent for such space per the attached Exhibit B) divided by the Base Rent Divider. Any portion of the Unfunded Purchase Price which remains unfunded as of the expiration of the Earnout Period shall then be deemed to be forfeited by Seller without any further act by Purchaser and shall be forever released from all obligations to fund any portion of the Unfunded Purchase Price thereafter. Purchaser shall act in a commercially reasonable manner and in good faith during its review and approval of any proposed new tenant and/or lease of the Vacant Space. Purchaser agrees to respond to Seller deliveries of tenant information and/or leases within five (5) Business Days business days after its receipt thereof by Purchaser, and in the occurrence of event Purchaser fails to respond within an additional two (2) business days after a Triggering Event second notice, said proposed tenant and/or lease shall be deemed approved by Purchaser. In the event that any tenant and its new lease is approved (or if a Triggering Event occurs prior deemed approved) and such lease is signed by the tenant and delivered to ClosingPurchaser but Purchaser fails to execute and deliver such lease within two (2) business days after receipt of the second notice described above, within twenty (20) Business Days after then the Closing Date) or the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as of such date (in each case accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which lease shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect deemed to Acquiror Common Stock occurring after the Closing) (such shares, the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement; provided, however, that any Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested have been executed by Purchaser as of the Triggering Event sixth (each such Adjusted Restricted Stock Award, an “Unvested Adjusted Restricted Stock Award” and any such Earnout Shares issued in connection therewith pursuant to this Section 3.4, the “Unvested Restricted Stock Award Earnout Shares”6th) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule business day following Purchaser’s receipt of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:same.

Earnout. (a) Following the Closing, and as additional consideration for the Merger and Company Shares acquired in connection with the transactions contemplated herebyMerger, within five (5) Business Days after the occurrence of a Triggering Event (or if a Triggering Event occurs prior to ClosingEvent, within twenty (20) Business Days after the Closing Date) or the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror Newco shall issue or cause to be issued to each applicable Eligible Company Equityholder pursuant to Section 4.11(f), with respect to each outstanding Company Share and Vested Company Option, as of applicable, owned by such date (Eligible Company Equityholder immediately prior to the Effective Time, the applicable Per Share Earnout Consideration in each case accordance connection with its respective Pro Rata Share) shares of Acquiror Common Stock such Triggering Event (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Acquiror shares of Newco Class A Common Stock occurring after the Closing) (such shares, Closing and upon or prior to the “Earnout Shares”applicable Triggering Event), upon the terms and subject to the conditions set forth in this Agreement; . For the avoidance of doubt, the Eligible Company Equityholders (excluding Eligible Company Equityholders in their capacity as holders of Unvested Company Options or Unvested Company RSUs solely to the extent they are eligible to receive Earnout RSU Shares pursuant to Section 4.11(e)) with respect to each Triggering Event shall be entitled to receive Earnout Shares upon the occurrence of such Triggering Event; provided, however, that any Earnout Shares each Triggering Event shall only occur once, if at all. Holders of Vested Company Options that are unexercised, issued in respect and outstanding immediately before the Effective Time, holders of a Unvested Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award Options that remains unvested hold related Converted Options that are vested as of the such Triggering Event (and holders of Unvested Company RSUs that hold related Converted RSUs that are vested as of such Triggering Event shall in each such Adjusted Restricted Stock Award, an “Unvested Adjusted Restricted Stock Award” case receive the applicable Per Share Earnout Consideration in accordance with this paragraph and any such Section 4.11(f) and shall not receive Earnout Shares issued in connection therewith RSUs pursuant to this Section 3.4, the “Unvested Restricted Stock Award Earnout Shares”) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:4.11(e).

Earnout. The parties acknowledge that the Purchase Price, as same may be modified by Section 3 herein, has been calculated generally by dividing the expected annual base rent from the Property (ai.e. $3,426,567) Following by .082369 (the “Base Rent Divider”). In the event the Property is less than one hundred percent (100%) leased to tenants satisfying the Occupancy Conditions described upon Exhibit L attached hereto and made a part hereof as of the Closing Date, only a portion of the full Purchase Price shall be funded at Closing and the balance of the Purchase Price (the “Unfunded Purchase Price”) shall be held by Purchaser pursuant to the terms of this Section 20. The Unfunded Purchase Price shall be calculated by dividing the aggregate pro forma annual base rent (per the attached Exhibit B) for the space within the Property for those tenants that do not then satisfy the Occupancy Conditions (the “Vacant Space”), by the Base Rent Divider. The balance of the Purchase Price shall be paid to Seller per the terms of this Agreement on the Closing Date (subject to Seller’s funding of the deposits described below). As of the date hereof, the Vacant Space totals 8,400 square feet. The parties agree to enter into a mutually agreeable “Earnout Agreement” (attached as Exhibit K) at Closing which sets forth the terms and conditions for the Earnout, some of which are as follows: The term of the earnout period shall commence on the Closing Date and shall continue until the first to occur of (i) a period of 36 months from the Closing Date, or (ii) the date the Vacant Space has been fully leased and is occupied by tenants then satisfying the Occupancy Conditions (the “Earnout Period”). During the term of the Earnout Period (and prior to the satisfaction of the Occupancy Conditions of any portion of the Vacant Space by a new tenant), Seller shall be responsible for the monthly pro rata share of taxes, insurance and common area expenses (collectively, the “Operating Expenses”) allocable to the Vacant Space. To that end, Seller agrees to escrow with Escrow Agent at Closing, and as additional consideration an amount equal to the estimated aggregate Operating Expenses for the Merger Vacant Space payable during the Earnout Period (the “Operating Expense Escrow”). Purchaser shall draw down on the Operating Expense Escrow during the Earnout Period to pay any Operating Expenses allocable to the Vacant Space as same become due. Once any portion of the Vacant Space is leased to, and occupied by, a tenant then satisfying the Occupancy Conditions, Seller’s obligation to pay Purchaser the Operating Expenses allocable to that portion of the Vacant Space shall terminate and the transactions contemplated herebybalance of the Operating Expense Escrow allocable to said space shall be promptly paid to Seller. Upon the expiration of the Earnout Period, the balance of the Operating Expense Escrow, if any, shall be paid to Seller. Seller shall continue to serve as the exclusive leasing agent for the Vacant Space during the Earnout Period and shall be responsible for all costs and expenses associated with leasing the Vacant Space, including without limitation, any brokerage commissions and tenant improvement allowances associated therewith. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to (i) $15.00 per square foot of the Vacant Space for anticipated tenant improvement allowances applicable to the Vacant Space, plus (ii) $3.00 per square foot of the Vacant Space for anticipated leasing commissions applicable to the Vacant Space (collectively, the “Leasing Escrow”). As any portion of the Vacant Space is leased to tenants during the Earnout Period, Seller may draw down on the Leasing Escrow to pay any tenant improvement allowance and/or leasing commissions applicable to said lease, provided in no event shall the aggregate amount funded out of the Leasing Escrow for tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased, nor shall the aggregate amount funded from the Leasing Escrow for leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased. Upon the expiration of the Earnout Period, a portion of the Leasing Escrow in an amount equal to the collective sum of the improvement allowances for the then Vacant Space and the leasing commissions applicable to the then Vacant Space shall be either: (y) paid to Purchaser if the Vacant Space is not fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period; or (z) paid to Seller if the Vacant Space is fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period. Any amounts remaining in the Leasing Escrow after payment to Purchaser and/or Seller (as applicable), as provided immediately above shall be paid to Seller at the expiration of the Earnout Period. Additionally, if tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased or leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased (including for space which is being reconfigured for future leasing to a tenant) (e.g., relocation of walls and doorways), Seller shall be responsible for payment of such shortfall from Seller’s funds without contribution therefor from Purchaser. All leases for the Vacant Space shall comply with the Leasing Parameters attached hereto as Exhibit F or shall otherwise be approved in writing by Purchaser. At such time as Seller provides Purchaser with a new lease for any portion of the Vacant Space (and such new occupant has satisfied the Occupancy Conditions), Purchaser shall, upon ten (10) days advance written notice from Seller, pay to Seller a portion of the Unfunded Purchase Price in an amount equal to the annual base rent payable under said new lease (such base rent in no event to exceed 110% of the pro forma annual base rent for such space per the attached Exhibit B) divided by the Base Rent Divider. Any portion of the Unfunded Purchase Price which remains unfunded as of the expiration of the Earnout Period shall then be deemed to be forfeited by Seller without any further act by Purchaser and shall be forever released from all obligations to fund any portion of the Unfunded Purchase Price thereafter. Purchaser shall act in a commercially reasonable manner and in good faith during its review and approval of any proposed new tenant and/or lease of the Vacant Space. Purchaser agrees to respond to Seller deliveries of tenant information and/or leases within five (5) Business Days business days after its receipt thereof by Purchaser, and in the occurrence of event Purchaser fails to respond within an additional two (2) business days after a Triggering Event second notice, said proposed tenant and/or lease shall be deemed approved by Purchaser. In the event that any tenant and its new lease is approved (or if a Triggering Event occurs prior deemed approved) and such lease is signed by the tenant and delivered to ClosingPurchaser but Purchaser fails to execute and deliver such lease within two (2) business days after receipt of the second notice described above, within twenty (20) Business Days after then the Closing Date) or the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as of such date (in each case accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which lease shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect deemed to Acquiror Common Stock occurring after the Closing) (such shares, the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement; provided, however, that any Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested have been executed by Purchaser as of the Triggering Event sixth (each such Adjusted Restricted Stock Award, an “Unvested Adjusted Restricted Stock Award” and any such Earnout Shares issued in connection therewith pursuant to this Section 3.4, the “Unvested Restricted Stock Award Earnout Shares”6th) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule business day following Purchaser’s receipt of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:same.

Earnout. (a) Following After the Closing, subject to the terms and conditions set forth herein, the Sellers shall have the contingent right to receive additional consideration from Purchaser based on the performance of Purchaser and its Subsidiaries, including the Company, for the fiscal year ended December 31, 2019 (the “2019 Earnout Year”) and the fiscal year ended December 31, 2020 (the “2020 Earnout Year” and each such fiscal year, an “Earnout Year” and such two-year fiscal period, the “Earnout Period”) if the requirements as set forth in this Section 1.4 are met. In the event that the Purchaser Adjusted Net Income for the 2019 Earnout Year is equal to or greater than One Hundred and Eighty Million Renminbi (RMB180,000,000) (the “2019 Earnout Target”), then, subject to the terms and conditions of this Agreement, the Sellers shall be entitled to receive from the Purchaser, as additional consideration for the Merger purchase of the Purchased Shares, an additional Five Million (5,000,000) Purchaser Ordinary Shares (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the transactions contemplated hereby, within five (5) Business Days after the occurrence of a Triggering Event (or if a Triggering Event occurs prior to Closing, within twenty (20) Business Days after the Closing Date) or the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as of such date (in each case accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Acquiror Common Stock occurring after the Closing, including to account for any equity securities into which such shares are exchanged or converted) (the “2019 Earnout Shares”). In the event that the Purchaser Adjusted Net Income for the 2020 Earnout Year is equal to or greater than Three Hundred and Fifteen Million Renminbi (RMB315,000,000) (the “2020 Earnout Target” and together with the 2019 Earnout Target, the “Earnout Targets”), then, subject to the terms and conditions of this Agreement, the Sellers shall be entitled to receive from the Purchaser, as additional consideration for the purchase of the Purchased Shares, an additional Five Million (5,000,000) Purchaser Ordinary Shares (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such sharesshares are exchanged or converted) (the “2020 Earnout Shares”, and collectively with the 2019 Earnout Shares, the “Earnout Shares”)). In the event that an Earnout Target is not met for any Earnout Year, upon the terms and subject Sellers shall not be entitled to the conditions set forth in this Agreementreceive any Earnout Shares for such Earnout Year; provided, howeverthat in the event that the aggregate Purchaser Adjusted Net Income for both Earnout Years combined is at least Four Hundred and Ninety Five Million Renminbi (RMB495,000,000) (the “Aggregate Earnout Target”), that the Sellers shall be entitled to receive any Earnout Shares issued that they otherwise did not receive (the “Alternative Earnout”). For the avoidance of doubt, any determination of the Purchaser Adjusted Net Income that is not otherwise in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested Renminbi will be expressed in Renminbi by converting the applicable currency to Renminbi using the applicable exchange rate as of the Triggering Event (each such Adjusted Restricted Stock Award, an “Unvested Adjusted Restricted Stock Award” and any such Earnout Shares issued in connection therewith pursuant to this Section 3.4, the “Unvested Restricted Stock Award Earnout Shares”) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule day of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:Year.

Earnout. The parties acknowledge that the Purchase Price, as same may be modified by Section 3 herein, has been calculated generally by dividing the expected annual base rent from the Property (ai.e. $2,386,109) Following by .082251 (the “Base Rent Divider”). In the event the Property is less than one hundred percent (100%) leased to tenants satisfying the Occupancy Conditions described upon Exhibit L attached hereto and made a part hereof as of the Closing Date, only a portion of the full Purchase Price shall be funded at Closing and the balance of the Purchase Price (the “Unfunded Purchase Price”) shall be held by Purchaser pursuant to the terms of this Section 20. The Unfunded Purchase Price shall be calculated by dividing the aggregate pro forma annual base rent (per the attached Exhibit B) for the space within the Property for those tenants that do not then satisfy the Occupancy Conditions (the “Vacant Space”), by the Base Rent Divider. The balance of the Purchase Price shall be paid to Seller per the terms of this Agreement on the Closing Date (subject to Seller’s funding of the deposits described below). As of the date hereof, the Vacant Space totals 20,294 square feet. The parties agree to enter into a mutually agreeable “Earnout Agreement” (attached as Exhibit K) at Closing which sets forth the terms and conditions for the Earnout, some of which are as follows: The term of the earnout period shall commence on the Closing Date and shall continue until the first to occur of (i) a period of 36 months from the Closing Date, or (ii) the date the Vacant Space has been fully leased and is occupied by tenants then satisfying the Occupancy Conditions (the “Earnout Period”). During the term of the Earnout Period (and prior to the satisfaction of the Occupancy Conditions of any portion of the Vacant Space by a new tenant), Seller shall be responsible for the monthly pro rata share of taxes, insurance and common area expenses (collectively, the “Operating Expenses”) allocable to the Vacant Space. To that end, Seller agrees to escrow with Escrow Agent at Closing, and as additional consideration an amount equal to the estimated aggregate Operating Expenses for the Merger Vacant Space payable during the Earnout Period (the “Operating Expense Escrow”). Purchaser shall draw down on the Operating Expense Escrow during the Earnout Period to pay any Operating Expenses allocable to the Vacant Space as same become due. Once any portion of the Vacant Space is leased to, and occupied by, a tenant then satisfying the Occupancy Conditions, Seller’s obligation to pay Purchaser the Operating Expenses allocable to that portion of the Vacant Space shall terminate and the transactions contemplated herebybalance of the Operating Expense Escrow allocable to said space shall be promptly paid to Seller. Upon the expiration of the Earnout Period, the balance of the Operating Expense Escrow, if any, shall be paid to Seller. Seller shall continue to serve as the exclusive leasing agent for the Vacant Space during the Earnout Period and shall be responsible for all costs and expenses associated with leasing the Vacant Space, including without limitation, any brokerage commissions and tenant improvement allowances associated therewith. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to (i) $15.00 per square foot of the Vacant Space for anticipated tenant improvement allowances applicable to the Vacant Space, plus (ii) $3.00 per square foot of the Vacant Space for anticipated leasing commissions applicable to the Vacant Space (collectively, the “Leasing Escrow”). As any portion of the Vacant Space is leased to tenants during the Earnout Period, Seller may draw down on the Leasing Escrow to pay any tenant improvement allowance and/or leasing commissions applicable to said lease, provided in no event shall the aggregate amount funded out of the Leasing Escrow for tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased, nor shall the aggregate amount funded from the Leasing Escrow for leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased. Upon the expiration of the Earnout Period, a portion of the Leasing Escrow in an amount equal to the collective sum of the improvement allowances for the then Vacant Space and the leasing commissions applicable to the then Vacant Space shall be either: (y) paid to Purchaser if the Vacant Space is not fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period; or (z) paid to Seller if the Vacant Space is fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period. Any amounts remaining in the Leasing Escrow after payment to Purchaser and/or Seller (as applicable), as provided immediately above shall be paid to Seller at the expiration of the Earnout Period. Additionally, if tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased or leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased (including for space which is being reconfigured for future leasing to a tenant) (e.g., relocation of walls and doorways), Seller shall be responsible for payment of such shortfall from Seller’s funds without contribution therefor from Purchaser. All leases for the Vacant Space shall comply with the Leasing Parameters attached hereto as Exhibit F or shall otherwise be approved in writing by Purchaser. At such time as Seller provides Purchaser with a new lease for any portion of the Vacant Space (and such new occupant has satisfied the Occupancy Conditions), Purchaser shall, upon ten (10) days advance written notice from Seller, pay to Seller a portion of the Unfunded Purchase Price in an amount equal to the annual base rent payable under said new lease (such base rent in no event to exceed 110% of the pro forma annual base rent for such space per the attached Exhibit B) divided by the Base Rent Divider. Any portion of the Unfunded Purchase Price which remains unfunded as of the expiration of the Earnout Period shall then be deemed to be forfeited by Seller without any further act by Purchaser and shall be forever released from all obligations to fund any portion of the Unfunded Purchase Price thereafter. Purchaser shall act in a commercially reasonable manner and in good faith during its review and approval of any proposed new tenant and/or lease of the Vacant Space. Purchaser agrees to respond to Seller deliveries of tenant information and/or leases within five (5) Business Days business days after its receipt thereof by Purchaser, and in the occurrence of event Purchaser fails to respond within an additional two (2) business days after a Triggering Event second notice, said proposed tenant and/or lease shall be deemed approved by Purchaser. In the event that any tenant and its new lease is approved (or if a Triggering Event occurs prior deemed approved) and such lease is signed by the tenant and delivered to ClosingPurchaser but Purchaser fails to execute and deliver such lease within two (2) business days after receipt of the second notice described above, within twenty (20) Business Days after then the Closing Date) or the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as of such date (in each case accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which lease shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect deemed to Acquiror Common Stock occurring after the Closing) (such shares, the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement; provided, however, that any Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested have been executed by Purchaser as of the Triggering Event sixth (each such Adjusted Restricted Stock Award, an “Unvested Adjusted Restricted Stock Award” and any such Earnout Shares issued in connection therewith pursuant to this Section 3.4, the “Unvested Restricted Stock Award Earnout Shares”6th) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule business day following Purchaser’s receipt of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:same.

Earnout. (a) Following After the Closing, subject to the terms and as conditions set forth herein, the Stockholders shall have the contingent right to receive additional consideration for from Parent based on the Merger performance of Parent and its Subsidiaries if the transactions contemplated herebyrequirements as set forth in this Section 2.10 are achieved. If during the thirty-six (36) month period following the Closing Date (the “Earnout Period”), within five (5) Business Days after the occurrence closing price per share of a Triggering Event (or if a Triggering Event occurs prior to Closing, within Parent Common Stock on any twenty (20) Business Days after trading days in any thirty (30) consecutive day trading period (i) equals or exceeds Fourteen Dollars ($14.00) (the Closing Date“First Share Price Trigger”), or (ii) equals or exceeds Sixteen Dollars ($16.00) (the Final Earnout Distribution Date “Second Share Price Trigger” and, together with the First Share Price Trigger, each a “Share Price Trigger” and collectively, the “Share Price Triggers”) then, for each Share Price Trigger that is achieved, the holders of Company Common Stock as of immediately prior to the Effective Time shall receive additional consideration (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as of such date (in each case accordance with its respective their Pro Rata Share) from Parent (each, an “Earnout Release”) of Two Million Five Hundred Thousand (2,500,000) shares of Acquiror Parent Common Stock released from the Escrow Account (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizationscombinations, recapitalizations, reclassifications, combination, exchange of shares or other recapitalizations and the like change or transaction with respect to Acquiror Common Stock occurring that occur after the ClosingClosing and prior to the relevant Earnout Release) (such sharescollectively, the “Earnout Shares”), upon . For the terms avoidance of doubt and subject to the conditions set forth notwithstanding anything contained in this Agreement; provided, however, that any the holders of Company Common Stock shall have the right to receive no more than two Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested as of the Triggering Event (each such Adjusted Restricted Stock AwardReleases, an “Unvested Adjusted Restricted Stock Award” Earnout Release may only be achieved once with respect to any Share Price Trigger and any such the aggregate sum of all Earnout Shares issued in connection therewith pursuant to this Section 3.4Releases issuable hereunder (assuming both Share Price Triggers are achieved), the “Unvested Restricted Stock Award Earnout Shares”) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Adjusted Restricted Stock Award, and shall be subject a maximum of Five Million (5,000,000) shares of Parent Common Stock in the aggregate (which shall be equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like that occur after the Closing and prior to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of relevant Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:Release).

Earnout. (a) Following the Closing, and as Seller shall be entitled to additional consideration from Purchaser (any such additional consideration, an “Earnout Amount”) as follows: [***] The parties hereto agree that, except as hereinafter provided, no interest shall accrue on, or be due and payable with respect to, any Earnout Amount. Purchaser shall deliver any Earnout Amount for the Merger and the transactions contemplated hereby, any Earnout Period (as defined below) to Seller within five (5) Business Days business days after the occurrence Final Earnout Amount Determination Date for such period. At Purchaser’s option, up to [***] of each Earnout Amount may be satisfied by the issuance to Seller of unregistered shares of Parent Common Stock having a Triggering Event (or Fair Market Value equal to such portion of such Earnout Amount. Shares of Parent Common Stock issued in satisfaction of any portion of an Earnout Amount are referred to as “Earnout Shares” and, together with the Initial Shares, as the “Shares”. [***] In no event will any Shares be issued hereunder if a Triggering Event occurs prior the issuance of such Shares would cause the total number of Shares issued pursuant to Closing, within twenty (20) Business Days after this Agreement to exceed 19.9% of the number of shares of Parent Common Stock outstanding on the Closing Date) or . Any Earnout Amount that would otherwise be satisfied by the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as of such date (in each case accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Acquiror Common Stock occurring after the Closing) (such shares, the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement; provided, however, that any Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested as of the Triggering Event (each such Adjusted Restricted Stock Award, an “Unvested Adjusted Restricted Stock Award” and any such Earnout Shares issued in connection therewith pursuant to this Section 3.4, the “Unvested Restricted Stock Award Earnout Shares”) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares will in excess of such amount, and any other portion of an Earnout Amount that is not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with satisfied through the issuance of Earnout Shares, until will be paid in cash by wire transfer of immediately available funds in accordance with written instructions delivered to Purchaser by Seller. Seller acknowledges and agrees that neither Purchaser nor any other Person makes any guarantee or representation to Seller that any Earnout Amount will be realized. Any Earnout Amount that is paid in cash or Earnout Shares to Seller or its designees shall be treated as a component of the applicable waiting period under Purchase Price. [***] Confidential treatment requested. Omitted portions have been filed separately with the HSR Act has expired or been terminated:Securities and Exchange Commission.

Earnout. (a) Following In connection with this Section 2.5, Acquisition Sub shall deliver to the ClosingRepresentative no later than sixty (60) days following the end of the twelfth (12th) full calendar month following the Closing Date (such twelve (12) full month period beginning with the first day of the first month following the Closing Date and ending on the end of the twelfth (12th) full calendar month of such date, the "Earnout Period"), financial statements of Acquisition Sub setting forth the amount of aggregate Net Income of Acquisition Sub (the "Acquisition Sub Financial Statements"), along with a reasonably detailed description of the calculations of the amount of the aggregate Net Income. In the event Net Income of Acquisition Sub: (i) equals or exceeds the Bonus Amount, Acquisition Sub shall (A) pay to IVonyx $2,000,000, of which $1,000,000 shall be paid in four equal quarterly installments with the first installment due on the first day of the month following the end of the third Earnout Period, and as additional consideration for (B) issue to IVonyx 7,500,000 shares of Common Stock (the Merger "Bonus Earnout Payment"); (ii) equals or exceeds the Target Amount and is less than the Bonus Amount, Acquisition Sub shall (A) pay to IVonyx $2,000,000, of which $1,000,000 shall be paid in four equal quarterly installments with the first installment due on the first day of the month following the three month period after the end of the Earnout Period, and (B) issue to IVonyx 2,500,000 shares of Common Stock (the "Target Earnout Payment"); or (iii) does not equal or exceed the Target Amount but equals or exceeds the Reduced Target Amount, Acquisition Sub shall (A) pay to IVonyx $666,667 plus an incremental 33% of the amount by which Net Income exceeds the Reduced Target Amount, to be paid in four equal quarterly installments with the first installment due on the first day of the month following the three month period after the end of the Earnout Period (the "Reduced Target Earnout Payment," with each of the Bonus Earnout Payment and the transactions contemplated herebyTarget Earnout Payment referred to herein as an "Earnout Payment"), within five in each case in accordance with the terms of this Section 2.5. Unless the Representative gives written notice to Acquisition Sub on or before the twentieth (520th) Business Days calendar day after the occurrence Representative's receipt of a Triggering Event the Acquisition Sub Financial Statements, specifying in reasonable detail all disputed items and the basis therefor, the Representative shall be deemed to have accepted the Acquisition Sub Financial Statements and Acquisition Sub shall have (i) no obligation to pay any Earnout Payment to IVonyx if Net Income is less than the Reduced Target Amount or (ii) an obligation to pay the applicable Earnout Payment if a Triggering Event occurs prior Net Income is above the Reduced Target Amount. If the Representative so notifies Acquisition Sub of his objection to Closingthe Acquisition Sub Financial Statements, the Representative and Acquisition Sub shall, within twenty (20) Business Days after days following such notice, attempt to resolve their differences in good faith, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If, at the Closing Date) or the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as end of such date twenty (in each case accordance with its respective Pro Rata Share20) shares of Acquiror Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Acquiror Common Stock occurring after the Closing) (such sharesday period, the “Earnout Shares”), upon the terms Representative and subject Acquisition Sub are unable to the conditions set forth in this Agreement; provided, however, that any Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested as of the Triggering Event (each resolve such Adjusted Restricted Stock Award, an “Unvested Adjusted Restricted Stock Award” and any such Earnout Shares issued in connection therewith pursuant to this Section 3.4disagreements, the “Unvested Restricted Stock Award Earnout Shares”) independent accountants of Acquisition Sub and the Representative shall vest in equal amounts (or as close as possible, with jointly select a third independent auditor of recognized national standing to resolve any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:remaining

Earnout. In the event that Tenant exercises its option under the Lease to request up to an additional Ten Million and 00/100 Dollars (a$10,000,000.00) Following over the Closing, and as additional consideration for Tenant Allowance (the Merger “First Contingency Improvement Allowance”) and the transactions contemplated herebyrelated Broker’s Fee, then upon disbursement of each such portion of the First Contingency Improvement Allowance by Purchaser to Tenant, Seller shall have been deemed to have earned an amount equal to the product of (x) the portion of the First Contingency Improvement Allowance funded by Purchaser to Tenant divided by ten million, multiplied by (y) $1,450,000 (the “First Earnout Payment”). In the event that Tenant exercises its option under the Lease to request an additional sum not to exceed Ten Million and 00/100 Dollars (the “Second Contingency Improvement Allowance”) and the related Broker’s Fee, then upon disbursement of each such portion of the Second Contingency Improvement Allowance by Purchaser to Tenant, Seller shall have been deemed to have earned an amount equal to the product of (x) the portion of the Second Contingency Improvement Allowance funded by Purchaser to Tenant divided by ten million, multiplied by (y) $1,920,000 (the “Second Earnout Payment”). Seller shall be eligible to receive multiple payments from Purchaser in regards to the First Earnout Payment and the Second Earnout Payment (collectively, the “Earnout Payments”), but no more often than on a quarterly basis in each year of the term of the Lease until December 31, 2018 in accordance with the terms of this Section. Promptly (and in any event within five (5) Business Days after business days of disbursement), following Purchaser’s disbursements of any portion of the occurrence First Contingency Improvement Allowance or the Second Contingency Improvement Allowance, Purchaser shall notify in writing (which notice may be delivered electronically) Seller and Escrow Agent (the “Earnout Payment Notice”) that (i) Seller has earned an Earnout Payment and (ii) the amount of a Triggering Event the Earnout Payment. Within ten (or if a Triggering Event occurs prior to Closing, within twenty (2010) Business Days after the Closing Datedate of each applicable Earnout Payment Notice, Purchaser shall pay to Escrow Agent an amount equal to the applicable Earnout Payment less an amount equal to the product of (x) the increased amount of monthly Base Rent payable by Tenant under the Lease above $696,000.00 (as such number may increase from time to time in connection with previous increases in monthly Base Rent payable by Tenant under the Lease pursuant to this Section 6.8), multiplied by (y) the number of months (prorated for any partial month) between the date of Purchaser’s disbursement of the applicable portion of the First Contingency Improvement Allowance or the Final Second Contingency Improvement Allowance and December 31, 2018 (the “Net Earnout Distribution Date (Payment”). Notwithstanding anything to the contrary contained in accordance with Section 3.4(a)(iv))this Section, as applicable, Acquiror shall issue or cause the effectiveness of Seller's right to be issued eligible to earn the Net Earnout Payments pursuant to the terms and conditions herein is expressly conditioned upon the satisfaction of each Eligible Company Equityholder as of such date the following conditions (in each case accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Acquiror Common Stock occurring after the Closing) (such sharescollectively, the “Earnout SharesConditions”): (a) no default (after expiration of applicable notice and cure provisions) by Seller existing under the Escrow Agreement shall be in effect at the time any portion of the Net Earnout Payment is scheduled to be made; and (b) Seller shall have delivered to Purchaser and Escrow Agent a closing statement, transfer tax forms (if applicable), upon a 1099-S (if applicable), and such other documentation reasonably required by Escrow Agent to disburse the terms Net Earnout Payment. All Net Earnout Payments due to be paid in accordance with this Section shall be paid by wire transfer of available funds to the Escrow Agent and then by Escrow Agent to Seller, subject to the conditions set forth in terms of this Agreement and the Master Escrow Agreement; provided. Prior to March 31, however2019, that any Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested as Purchaser and Seller shall reconcile the amount of the Triggering Event First Earnout Payment and Second Earnout Payment payable to Seller (if applicable). Purchaser and Seller shall cooperate with each such Adjusted Restricted Stock Award, an “Unvested Adjusted Restricted Stock Award” and any such Earnout Shares issued in connection therewith pursuant other with respect to the provisions of this Section 3.4, 6.8. The provisions of this Section 6.8 shall survive the “Unvested Restricted Stock Award Earnout Shares”) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:Closing.

Earnout. In the case of (ai) Following fraud by the ClosingCompany, and as additional consideration for the Merger and the transactions contemplated hereby, within five (5ii) Business Days after the occurrence of a Triggering Event (or if a Triggering Event occurs prior to Closing, within twenty (20) Business Days after any inaccuracies in the Closing DateExpenses Certificate or Spreadsheet, (iii) any Indemnifiable Merger Expenses, or (iv) any Dissenting Shares Excess Payments, after Acquiror has exhausted or made claims upon all amounts of General Escrow Shares and General Escrow Cash (after taking into account all other claims for indemnification from the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv))General Escrow Shares and General Escrow Cash) made by Acquiror, as applicable, Acquiror each Effective Time Holder shall issue or cause to be issued to each Eligible Company Equityholder as of liable for such date (in each case accordance with its respective holder’s Pro Rata Share) shares Share of Acquiror Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange the amount of shares or other like change or transaction with respect to Acquiror Common Stock occurring after the Closing) (such shares, the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreementany Damages resulting therefrom; provided, however, that after Acquiror has exhausted or made claims upon all amounts of General Escrow Shares and General Escrow Cash, the sole and exclusive remedies under this Agreement for the matters listed in the immediately preceding clauses (ii)-(iv) of this Section 12.3(b) shall be recovery of first, the amount of any earned but unpaid First Booking Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested as or Subsequent Booking Earnouts (earned on or prior to, but not after, the third anniversary of the Triggering Event Effective Time of the First Merger), and second, after exhaustion of any earned but unpaid First Booking Earnout or Subsequent Booking Earnouts (each earned on or prior to, but not after, the third anniversary of the Effective Time of the First Merger), the amount of any previously paid First Booking Earnout or Subsequent Booking Earnouts (earned and paid on or prior to, but not after, the third anniversary of the Effective Time of the First Merger); provided further, that in the case of fraud by the Company, the maximum liability of an Effective Time Holder hereunder for any Damages resulting therefrom shall be such Adjusted Restricted holder’s Pro Rata Share of the aggregate dollar amount of Initial Stock AwardConsideration (including any amounts thereof which constitute General Escrow Shares and IP Escrow Shares), an “Unvested Adjusted Restricted Initial Cash Consideration (including any amounts thereof which constitute General Escrow Cash and IP Escrow Cash), First Booking Stock Award” Earnout (including any amount thereof which constitutes IP Escrow Shares), First Booking Cash Earnout (including any amount thereof which constitutes IP Escrow Cash), Subsequent Booking Stock Earnouts and any Subsequent Booking Cash Earnouts that either (i) is distributed to such Earnout Shares issued in connection therewith Effective Time Holder, (ii) is deposited into escrow pursuant to this Section 3.4Agreement for the account of such Effective Time Holder, the “Unvested Restricted Stock Award Earnout Shares”or (iii) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied would have been distributed to such Unvested Adjusted Restricted Stock Award; provided, further, that Effective Time Holder but for exercise by Acquiror of its set off rights under this Agreement. Nothing in this Agreement shall limit the liability of any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required Stockholder in connection with any breach by such Person of any Voting Agreement to which it is a party. For the issuance avoidance of doubt, an Acquiror Indemnified Person shall not be entitled under this Article 12 to recover for the exact same Damages from more than one of the following clauses (i)-(iii): (i) the General Escrow Shares and General Escrow Cash, (ii) the IP Escrow Shares and IP Escrow Cash, and (iii) the First Booking Earnout Sharesand/or Subsequent Booking Earnouts. For any Claims for Damages arising under this Agreement, until the applicable waiting period Acquiror Indemnified Persons shall have no right xxx, claim, counterclaim, escrow or offset against the Effective Time Holders or withhold distributions of Acquiror Common Stock or cash distributable under this Agreement to the HSR Act has expired Effective Time Holders, except (i) as expressly set forth in this Agreement, (ii) as set forth in the Bookings Guidelines (with respect to recovery of de-booked amounts on a Pro Rata Share basis), or been terminated:(iii) for recovery of amounts directly payable by Effective Time Holders on a Pro Rata Share basis under Section 12.3(a)-(b) which are not collectible by Acquiror after the exercise of commercially reasonable efforts solely by way of offset against Subsequent Booking Earnouts earned after the third anniversary of the Effective Time of the First Merger to recover payments made to such Effective Time Holder prior to such third anniversary.

Earnout. The parties acknowledge that the Purchase Price, as same may be modified by Section 3 herein, has been calculated generally by dividing the expected annual base rent from the Property (ai.e. $2,826,003.00) Following by .081441 (the “Base Rent Divider”). In the event the Property is less than one hundred percent (100%) leased to tenants satisfying the Occupancy Conditions described upon Exhibit L attached hereto and made a part hereof as of the Closing Date, only a portion of the full Purchase Price shall be funded at Closing and the balance of the Purchase Price (the “Unfunded Purchase Price”) shall be held by Purchaser pursuant to the terms of this Section 20. The Unfunded Purchase Price shall be calculated by dividing the aggregate pro forma annual base rent (per the attached Exhibit B) for the space within the Property for those tenants that do not then satisfy the Occupancy Conditions (the “Vacant Space”), by the Base Rent Divider. The balance of the Purchase Price shall be paid to Seller per the terms of this Agreement on the Closing Date (subject to Seller’s funding of the deposits described below). As of the date hereof, the Vacant Space totals 31,625 square feet. The parties agree to enter into a mutually agreeable “Earnout Agreement” (attached as Exhibit K) at Closing which sets forth the terms and conditions for the Earnout, some of which are as follows: The term of the earnout period shall commence on the Closing Date and shall continue until the first to occur of (i) a period of 36 months from the Closing Date, or (ii) the date the Vacant Space has been fully leased and is occupied by tenants then satisfying the Occupancy Conditions (the “Earnout Period”). During the term of the Earnout Period (and prior to the satisfaction of the Occupancy Conditions of any portion of the Vacant Space by a new tenant), Seller shall be responsible for the monthly pro rata share of taxes, insurance and common area expenses (collectively, the “Operating Expenses”) allocable to the Vacant Space. To that end, Seller agrees to escrow with Escrow Agent at Closing, and as additional consideration an amount equal to the estimated aggregate Operating Expenses for the Merger Vacant Space payable during the Earnout Period (the “Operating Expense Escrow”). Purchaser shall draw down on the Operating Expense Escrow during the Earnout Period to pay any Operating Expenses allocable to the Vacant Space as same become due. Once any portion of the Vacant Space is leased to, and occupied by, a tenant then satisfying the Occupancy Conditions, Seller’s obligation to pay Purchaser the Operating Expenses allocable to that portion of the Vacant Space shall terminate and the transactions contemplated herebybalance of the Operating Expense Escrow allocable to said space shall be promptly paid to Seller. Upon the expiration of the Earnout Period, the balance of the Operating Expense Escrow, if any, shall be paid to Seller. Seller, or its affiliated entities, shall continue to serve as the exclusive leasing agent for the Vacant Space during the Earnout Period and Seller shall be responsible for all costs and expenses associated with leasing the Vacant Space, including without limitation, any brokerage commissions and tenant improvement allowances associated therewith. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to (i) $15.00 per square foot of the Vacant Space for anticipated tenant improvement allowances applicable to the Vacant Space, plus (ii) $3.00 per square foot of the Vacant Space for anticipated leasing commissions applicable to the Vacant Space (collectively, the “Leasing Escrow”). As any portion of the Vacant Space is leased to tenants during the Earnout Period, Seller may draw down on the Leasing Escrow to pay any tenant improvement allowance and/or leasing commissions applicable to said lease, provided in no event shall the aggregate amount funded out of the Leasing Escrow for tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased, nor shall the aggregate amount funded from the Leasing Escrow for leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased. Upon the expiration of the Earnout Period, a portion of the Leasing Escrow in an amount equal to the collective sum of the improvement allowances for the then Vacant Space and the leasing commissions applicable to the then Vacant Space shall be either: (y) paid to Purchaser if the then Vacant Space is not fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period; or (z) paid to Seller if the then Vacant Space is fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period. Any amounts remaining in the Leasing Escrow after payment to Purchaser and/or Seller (as applicable), as provided immediately above shall be paid to Seller at the expiration of the Earnout Period. Additionally, if tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased or leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased (including for space which is being reconfigured for future leasing to a tenant) (e.g., relocation of walls and doorways), Seller shall be responsible for payment of such shortfall from Seller’s funds without contribution therefor from Purchaser. All leases for the Vacant Space shall comply with the Leasing Parameters attached hereto as Exhibit F or shall otherwise be approved in writing by Purchaser. At such time as Seller provides Purchaser with a new lease for any portion of the Vacant Space (and such new occupant has satisfied the Occupancy Conditions), Purchaser shall, upon ten (10) days advance written notice from Seller, pay to Seller a portion of the Unfunded Purchase Price in an amount equal to the annual base rent payable under said new lease (such base rent in no event to exceed 110% of the pro forma annual base rent for such space per the attached Exhibit B) divided by the Base Rent Divider. Any portion of the Unfunded Purchase Price which remains unfunded as of the expiration of the Earnout Period shall then be deemed to be forfeited by Seller without any further act by Purchaser and shall be forever released from all obligations to fund any portion of the Unfunded Purchase Price thereafter. Purchaser shall act in a commercially reasonable manner and in good faith during its review and approval of any proposed new tenant and/or lease of the Vacant Space. Purchaser agrees to respond to Seller deliveries of tenant information and/or leases within five (5) Business Days business days after its receipt thereof by Purchaser, and in the occurrence of event Purchaser fails to respond within an additional two (2) business days after a Triggering Event second notice, said proposed tenant and/or lease shall be deemed approved by Purchaser. In the event that any tenant and its new lease is approved (or if a Triggering Event occurs prior deemed approved) and such lease is signed by the tenant and delivered to ClosingPurchaser but Purchaser fails to execute and deliver such lease within two (2) business days after receipt of the second notice described above, within twenty (20) Business Days after then the Closing Date) or the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as of such date (in each case accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which lease shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect deemed to Acquiror Common Stock occurring after the Closing) (such shares, the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement; provided, however, that any Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested have been executed by Purchaser as of the Triggering Event sixth (each such Adjusted Restricted Stock Award, an “Unvested Adjusted Restricted Stock Award” and any such Earnout Shares issued in connection therewith pursuant to this Section 3.4, the “Unvested Restricted Stock Award Earnout Shares”6th) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule business day following Purchaser’s receipt of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:same.

Earnout. (a) Following the Closing, subject to the terms and as additional consideration conditions set forth herein, certain directors, officers, employees and consultants of the Company who are residents of Canada for the Merger purposes of the ITA and not subject to the provisions of the Code, each as set forth on Schedule 1.16(a) (the “Company Earnout Participants”), shall have the contingent right to receive up to an additional 5,000,000 AB PubCo Common Shares (subject to equitable adjustment for stock splits, stock dividends, combinations, recapitalizations and the transactions contemplated herebylike after the Closing, within five including to account for any equity securities into which such AB PubCo Common Shares are exchanged or converted) (5the “Company Earnout Shares”). On the forty-fifth (45th) Business Days after Day following the occurrence achievement of a Triggering Event the Earnout Milestone (or if a Triggering Event occurs prior as hereinafter defined), the Company Earnout Participants will be entitled to Closingreceive one-hundred percent (100%) of the Company Earnout Shares if, within for any twenty (20) Business Trading Days after within any thirty (30)-consecutive Trading Day period beginning on the Closing DateDate and ending on the date that is forty-eight (48) or months following the Final Earnout Distribution Closing Date (in accordance with Section 3.4(a)(iv)the “Earnout Period”), the VWAP of AB PubCo Common Shares equals or exceeds $15.00 per share (as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as of such date (in each case accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizationscombinations, recapitalizations, reclassifications, combination, exchange of shares or other recapitalizations and the like change or transaction with respect to Acquiror Common Stock occurring after the Closing) (such shares, the “Earnout SharesMilestone”), upon the terms and subject to the conditions set forth in this Agreement; provided, however, that any each such Company Earnout Shares issued in respect of Participant must have continued to serve as a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested as director, officer, employee or consultant of the Triggering Event Company (each such Adjusted Restricted Stock Awardor AB Pubco, an “Unvested Adjusted Restricted Stock Award” and as its successor) up to the time of the achievement of the Earnout Milestone to be entitled to receive any such Company Earnout Shares issued in connection therewith pursuant to this Section 3.4Shares. For the avoidance of doubt, if the Earnout Milestone is not achieved during the Earnout Period, the “Unvested Restricted Stock Award Company Earnout Shares”) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares Participants will not be made entitled to receive any Eligible of the Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:.

Earnout. The parties acknowledge that the Purchase Price, as same may be modified by Section 3 herein, has been calculated generally by dividing the expected annual base rent from the Property (ai.e. $2,674,471) Following by .079406 (the “Base Rent Divider”). In the event the Property is less than one hundred percent (100%) leased to tenants satisfying the Occupancy Conditions described upon Exhibit L attached hereto and made a part hereof as of the Closing Date, only a portion of the full Purchase Price shall be funded at Closing and the balance of the Purchase Price (the “Unfunded Purchase Price”) shall be held by Purchaser pursuant to the terms of this Section 20. Subject to the terms of Exhibit L attached hereto, the Unfunded Purchase Price shall be calculated by dividing the aggregate pro forma annual base rent (per the attached Exhibit B) for the space within the Property for those tenants that do not then satisfy the Occupancy Conditions (the “Vacant Space”), by the Base Rent Divider. The balance of the Purchase Price shall be paid to Seller per the terms of this Agreement on the Closing Date (subject to Seller’s funding of the deposits described below). As of the date hereof, the Vacant Space totals 5,900 square feet. The parties agree to enter into a mutually agreeable “Earnout Agreement” (attached as Exhibit K) at Closing which sets forth the terms and conditions for the Earnout, some of which are as follows: The term of the earnout period shall commence on the Closing Date and shall continue until the first to occur of (i) a period of 36 months from the Closing Date, or (ii) the date the Vacant Space has been fully leased and is occupied by tenants then satisfying the Occupancy Conditions (the “Earnout Period”). During the term of the Earnout Period (and prior to the satisfaction of the Occupancy Conditions of any portion of the Vacant Space by a new tenant), Seller shall be responsible for the monthly pro rata share of taxes, insurance and common area expenses (collectively, the “Operating Expenses”) allocable to the Vacant Space. To that end, Seller agrees to escrow with Escrow Agent at Closing, and as additional consideration an amount equal to the estimated aggregate Operating Expenses for the Merger Vacant Space payable during the Earnout Period (the “Operating Expense Escrow”). Purchaser shall draw down on the Operating Expense Escrow during the Earnout Period to pay any Operating Expenses allocable to the Vacant Space as same become due. Once any portion of the Vacant Space is leased to, and occupied by, a tenant then satisfying the Occupancy Conditions, Seller’s obligation to pay Purchaser the Operating Expenses allocable to that portion of the Vacant Space shall terminate and the transactions contemplated herebybalance of the Operating Expense Escrow allocable to said space shall be promptly paid to Seller. Upon the expiration of the Earnout Period, the balance of the Operating Expense Escrow, if any, shall be paid to Seller. Seller shall continue to serve as the exclusive leasing agent for the Vacant Space during the Earnout Period and shall be responsible for all costs and expenses associated with leasing the Vacant Space, including without limitation, any brokerage commissions and tenant improvement allowances associated therewith. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to (i) $15.00 per square foot of the Vacant Space for anticipated tenant improvement allowances applicable to the Vacant Space, plus (ii) $3.00 per square foot of the Vacant Space for anticipated leasing commissions applicable to the Vacant Space (collectively, the “Leasing Escrow”). As any portion of the Vacant Space is leased to tenants during the Earnout Period, Seller may draw down on the Leasing Escrow to pay any tenant improvement allowance and/or leasing commissions applicable to said lease, provided in no event shall the aggregate amount funded out of the Leasing Escrow for tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased, nor shall the aggregate amount funded from the Leasing Escrow for leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased. Upon the expiration of the Earnout Period, a portion of the Leasing Escrow in an amount equal to the collective sum of the improvement allowances for the then Vacant Space and the leasing commissions applicable to the then Vacant Space shall be either: (y) paid to Purchaser if the Vacant Space is not fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period; or (z) paid to Seller if the Vacant Space is fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period. Any amounts remaining in the Leasing Escrow after payment to Purchaser and/or Seller (as applicable), as provided immediately above shall be paid to Seller at the expiration of the Earnout Period. Additionally, if tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased or leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased (including for space which is being reconfigured for future leasing to a tenant) (e.g., relocation of walls and doorways), Seller shall be responsible for payment of such shortfall from Seller’s funds without contribution therefor from Purchaser. All leases for the Vacant Space shall comply with the Leasing Parameters attached hereto as Exhibit F or shall otherwise be approved in writing by Purchaser. At such time as Seller provides Purchaser with a new lease for any portion of the Vacant Space (and such new occupant has satisfied the Occupancy Conditions), Purchaser shall, upon ten (10) days advance written notice from Seller, pay to Seller a portion of the Unfunded Purchase Price in an amount equal to the annual base rent payable under said new lease (such base rent in no event to exceed 110% of the pro forma annual base rent for such space per the attached Exhibit B) divided by the Base Rent Divider. Any portion of the Unfunded Purchase Price which remains unfunded as of the expiration of the Earnout Period shall then be deemed to be forfeited by Seller without any further act by Purchaser and shall be forever released from all obligations to fund any portion of the Unfunded Purchase Price thereafter. Purchaser shall act in a commercially reasonable manner and in good faith during its review and approval of any proposed new tenant and/or lease of the Vacant Space. Purchaser agrees to respond to Seller deliveries of tenant information and/or leases within five (5) Business Days business days after its receipt thereof by Purchaser, and in the occurrence of event Purchaser fails to respond within an additional two (2) business days after a Triggering Event second notice, said proposed tenant and/or lease shall be deemed approved by Purchaser. In the event that any tenant and its new lease is approved (or if a Triggering Event occurs prior deemed approved) and such lease is signed by the tenant and delivered to ClosingPurchaser but Purchaser fails to execute and deliver such lease within two (2) business days after receipt of the second notice described above, within twenty (20) Business Days after then the Closing Date) or the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as of such date (in each case accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which lease shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect deemed to Acquiror Common Stock occurring after the Closing) (such shares, the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement; provided, however, that any Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested have been executed by Purchaser as of the Triggering Event sixth (each such Adjusted Restricted Stock Award, an “Unvested Adjusted Restricted Stock Award” and any such Earnout Shares issued in connection therewith pursuant to this Section 3.4, the “Unvested Restricted Stock Award Earnout Shares”6th) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule business day following Purchaser’s receipt of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:same.

Earnout. (a) Following From and after the ClosingClosing Date until the sixth (6th) anniversary of the Closing Date (the “Earnout Period”), and as additional consideration for the Merger and the transactions contemplated hereby, promptly (but in any event within five fifteen (515) Business Days Days) after the occurrence of a Triggering Event (or if a Triggering Event occurs prior to Closingany Earnout Event, within twenty (20) Business Days after the Closing Date) or the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror Company shall issue or cause up to be issued to each Eligible 12,000,000 Company Equityholder as of such date Ordinary Shares (in each case accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Acquiror Common Stock occurring after the Closing) (such shares, the “Earnout Shares”) in accordance with this Section 3.05 to Persons that were Company Shareholders, in each case, as of immediately prior to the First Effective Time, but after the Recapitalization (the “Earnout Participants”), upon and in accordance with each Earnout Participant’s Pro Rata Portion, fully paid and free and clear of all Liens, with one-third (1/3) of the terms and subject to the conditions set forth in this Agreement; provided, however, that any Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested as issuable if over any twenty (20) Trading Days within any thirty (30) Trading Day period the VWAP of the Triggering Event Company Ordinary Shares is greater than or equal to $15.00, $17.50 and $20.00, respectively (each such Adjusted Restricted Stock Awardeach, an “Unvested Adjusted Restricted Stock Award” Earnout Event”), provided that in each case, any fractional shares shall be rounded down to the nearest whole number and payment for such fraction shall be made in cash in lieu of any such fractional share based on a value equal to applicable target price. Notwithstanding the foregoing, to the extent any holder of Company Restricted Shares is entitled to Earnout Shares issued in connection therewith pursuant to this Section 3.43.05, the “Unvested Restricted Stock Award such Earnout Shares”) Shares shall vest in equal amounts (or as close as possibleonly be issued to such holder, with any excess shares vesting if at all, on the last vesting datelater of (i) over the remaining vesting schedule of date the applicable Adjusted Restricted Stock Award, and shall be subject Earnout Shares are issued to the same holders entitled thereto pursuant to the preceding sentence and (ii) the vesting conditions as applied to of such Unvested Adjusted Company Restricted Stock Award; providedShares in accordance with their terms. For the avoidance of doubt, furtherin the event a Company Restricted Share is forfeited without vesting, that any such issuance holder of Earnout Shares Company Restricted Share will not be made entitled to any Eligible Company Equityholder for which a filing under Earnout Shares pursuant to this Section 3.05 after the HSR Act is required in connection with the issuance date of Earnout Sharessuch forfeiture or termination, until the applicable waiting period under the HSR Act has expired or been terminated:as applicable.

Earnout. (a) Following the Closing, and Buyer will pay Seller as additional consideration for an amount (the Merger “Earnout”) in cash not to exceed $12,000,000 based on the shipment of Products by Buyer during the period commencing on October 1, 2007 and the transactions contemplated herebyending on September 30, within five (5) Business Days after the occurrence of a Triggering Event (or if a Triggering Event occurs prior to Closing, within twenty (20) Business Days after the Closing Date) or the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as of such date (in each case accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Acquiror Common Stock occurring after the Closing) 2008 (such sharesperiod, the “Earnout SharesPeriod”) in accordance with this Section 2.7. The actual amount of cash payable as the Earnout (the “Earnout Payment”) will be determined on the basis of the Earnout Amount (as defined herein) for each fiscal quarter during the Earnout Period as set forth on and pursuant to Schedule 2.7 hereto (each such fiscal quarter, an “Earnout Quarter”). In no event will Buyer be obligated to pay any amounts in the aggregate in excess of $12,000,000 under this Section 2.7 (including, upon for such purpose, Schedule 2.7) as the terms and subject Earnout Payment, irrespective of the amount of Earnout Amount in a particular Earnout Quarter or the entire Earnout Period. The Earnout Payment will be payable in accordance with subsection (b) hereof. For the purposes hereof, “Earnout Amount” means the aggregate dollar amount of all Products shipped by Buyer during the Earnout Period, which will be determined by multiplying (i) the number of each such Product shipped by Buyer by (ii) the trailing quarterly weighted average sales price (“ASP”) of each such Product shipped by Buyer to its distributors or customers as determined using the conditions set forth in this Agreementapplicable invoice(s); provided, however, that any Earnout Shares issued in respect of a Company Restricted Stock Award exchanged solely for an Adjusted Restricted Stock Award that remains unvested as the purposes of the Triggering Event (each such Adjusted Restricted Stock Awardfirst Earnout Quarter, an “Unvested Adjusted Restricted Stock Award” and any Products shipped by Seller to Buyer at the written request of Buyer, which Products are not subsequently shipped by Buyer to any distributor or customer during such Earnout Shares issued Quarter, will be deemed to constitute a “shipment by Buyer” for the purposes hereof and thus will be included in connection therewith pursuant to this Section 3.4, the “Unvested Restricted Stock Award Earnout Shares”) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule calculation of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to Earnout Amount for such Unvested Adjusted Restricted Stock AwardEarnout Quarter; provided, provided further, that for the purpose of determining ASP for each Product shipped by Buyer during the first Earnout Quarter (including those products deemed shipped by Buyer pursuant to the immediately preceding proviso), such ASP will be determined based on the applicable purchase order(s) for any such issuance Product as submitted by Buyer’s distributors and customers. In the event that the Closing Date occurs after October 1, 2007, the Parties will agree to a mutually acceptable adjustment of the Earnout Shares will not be made to any Eligible Company Equityholder Amount and Earnout Payment for which a filing under the HSR Act is required in connection with the issuance of first Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:Quarter.