Common use of Earnout Clause in Contracts

Earnout. (a) After the Closing, subject to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients).

Earnout. (a) After Following the Closing, subject 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 terms and conditions set forth herein, Closing Date) or the Eligible Final Earnout Recipients Distribution Date (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000in accordance with Section 3.4(a)(iv)), divided by as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as of such date (iiin each case accordance with its respective Pro Rata Share) the Redemption Price shares of Acquiror Common Stock (subject to equitable adjustment which shall be equitably adjusted for share stock splits, share reverse stock splits, stock dividends, combinationsreorganizations, recapitalizations and the 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) (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 each 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 Earnout Recipient receiving its Earnout Pro Rata Portion Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of such Earnout Shares, as additional consideration based on until the Trading Price of Pubco Ordinary Shares during applicable waiting period under the five (5) year period after the Closing (the “Earnout Period”) HSR Act has expired or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”):been terminated: (i) Upon the Trading Price equaling or exceeding $11.50 per share for five occurrence of Triggering Event I, a one-time issuance of one-third (51/3) consecutive Trading Days (of the “Share Price Milestone”); orAggregate Earnout Shares minus any Earnout RSUs issued pursuant to Section 3.4(b) in connection with Triggering Event I; (ii) Upon the beginning occurrence of Triggering Event II, a Phase 3 clinical trial one-time issuance of one-third (1/3) of the Aggregate Earnout Shares, plus any Forfeited Earnout Shares since Triggering Event I, minus any Earnout RSUs that are issued in connection with or otherwise remain outstanding as of Triggering Event II; (iii) Upon the FDA occurrence of Triggering Event III, a one-time issuance of one-third (1/3) of the Aggregate Earnout Shares, plus any Forfeited Earnout Shares since Triggering Event II, minus any Earnout RSUs that are issued in connection with or approval by otherwise remain outstanding as of Triggering Event III; and (iv) On the FDA earlier of a Biologics License Application without (A) the need for a Phase 3 clinical trialone-year anniversary of Triggering Event III and (B) for the Target Companies’ clinical development program for five (5)-year anniversary of the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company Closing Date (the “Clinical Milestone” and together with the Share Price Milestone, the “Final Earnout MilestonesDetermination Date”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closinga one-time issuance of any Forfeited Earnout Shares since Triggering Event III. (b) In Notwithstanding anything in Section 3.4(a) to the event contrary, to the extent that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance portion of Earnout Shares pursuant that would otherwise be issued to this Section 1.13(ban Eligible Company Equityholder hereunder relates to a Company Option exchanged for an Acquiror Option that remains unvested as of such Triggering Event (each such Acquiror Option, an “Unvested Acquiror Option”) or a Company RSU Award exchanged for an Adjusted RSU Award that remains unvested as of such Triggering Event (each such Adjusted RSU Award, an “Unvested Adjusted RSU Award”), then in connection therewithlieu of issuing the applicable Earnout Shares, Acquiror shall instead issue, as soon as practicable following the later of (i) the occurrence of such Triggering Event (or if such Triggering Event occurs prior to the Closing Date, no earlier than twenty (20) Business Days after the Closing Date) and (ii) Acquiror’s filing of a Form S-8 Registration Statement, to each holder of an Unvested Acquiror Option or an Unvested Adjusted RSU Award an award of restricted stock units of Acquiror for a number of shares of Acquiror Common Stock equal to such portion of the Earnout Shares issuable with respect to such Unvested Acquiror Option or Adjusted RSU Award, as applicable (the “Change Earnout RSUs”). Such Earnout RSUs 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 Control Price”) that is equal the applicable Unvested Acquiror Option or Unvested Adjusted RSU Award, as applicable, and shall be subject to the same vesting conditions as applied to such Unvested Acquiror Option or greater than Unvested Adjusted RSU Award, as applicable. A holder of an Unvested Acquiror Option or an Unvested Adjusted RSU Award shall only be granted Earnout RSUs if such holder remains in continuous service to Acquiror or one of its subsidiaries as of the Share Price Targetapplicable Triggering Event and the applicable grant date of the Earnout RSUs and such holder and any holder of Unvested Adjusted Restricted Stock Award Earnout Shares, thenshall forfeit any Earnout RSUs or Unvested Adjusted Restricted Stock Award Earnout Shares, subject as applicable, in the event such holder’s continuous service to Acquiror or one of its subsidiaries terminates prior to such Earnout RSUs or Unvested Adjusted Restricted Stock Award Earnout Shares, as applicable, becoming vested, in which case the Forfeited Earnout Shares with respect to such forfeited and/or cancelled Earnout RSUs or Unvested Adjusted Restricted Stock Award Earnout Shares, as applicable, shall be reallocated to Eligible Company Equityholders in connection with the subsequent Triggering Event or Final Earnout Distribution Date, as applicable. All Earnout RSUs to be issued hereunder shall be issued under and pursuant to the terms and conditions of this Agreement, the Incentive Equity Plan and shall cover a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement number of the Clinical Milestone, and shall, as promptly as practicable (and shares in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (addition to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections share reserve approved for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to awards under such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distributionEquity Incentive Plan. Notwithstanding anything to the contrary in this Agreementherein, only any unvested Earnout RSUs or Unvested Adjusted Restricted Stock Award Earnout Shares outstanding as of the Final Earnout Determination Date shall be forfeited and/or cancelled without any consideration. (c) For the avoidance of doubt, (i) the Eligible Earnout Recipients Company Equityholders shall be entitled to receive Earnout Securities upon the occurrence of each Triggering Event; provided, however, that each Triggering Event shall only occur once, if at all, and in no event shall the Eligible Company Equityholders be entitled to receive more than the Aggregate Earnout Shares; (ii) to the extent that any Triggering Event does not occur in accordance with the terms of this Agreement, any Earnout Shares upon satisfaction or Earnout RSUs that would otherwise be issued under this Agreement as a result of the applicable occurrence of such Triggering Events, Event shall instead be forfeited and any subsequent transferee or assignee cancelled without the payment of any Pubco Ordinary Shares consideration in respect thereof and (iii) until the Closing occurs, Acquiror shall have no obligations under this Section 3.4, including any shares received as Merger Consideration) obligation to issue or cause to be issued any Earnout Shares or Earnout RSUs and the Eligible Company Equityholders shall not have any no right to receive any Earnout Shares or Earnout RSUs. (d) Following the Final Earnout Determination Date, the Eligible Company Equityholders shall have no further right to receive any portion thereof. If an Eligible Earnout Recipient transfersSecurities. (e) If, sellsafter the Closing and during the Earnout Period, there is a Change of Control pursuant to which Acquiror or otherwise disposes its stockholders have the right to receive consideration implying a value per share of any Pubco Ordinary Shares received Acquiror Common Stock (as Merger Consideration following agreed in good faith by the Company Merger Effective TimeSponsor and the Board of Directors of Acquiror) of: (i) less than $14.00, such Eligible Earnout Recipient’s participation in the then this Section 3.4 shall terminate and no Earnout Shares shall decrease proportionally be issuable hereunder; (ii) equal to or greater than $14.00 but less than $20.00, then, (A) immediately prior to such Change of Control, Acquiror shall issue one-third (1/3) of the Aggregate Earnout Shares to the Eligible Company Equityholders (in accordance with each Eligible Company Equityholder’s respective Pro Rata Share) and (B) thereafter, this Section 3.4 shall terminate and no further Earnout Securities shall be issuable hereunder; (iii) equal to or greater than $20.00 but less than $25.00, then, (A) immediately prior to such Change of Control, Acquiror shall issue one-third (1/3) of the Aggregate Earnout Shares (such number of such Pubco Ordinary Shares no longer held shares to be reduced by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Securities issued prior thereto, if any) to the Eligible Company Equityholders (in accordance with each Eligible Company Equityholder’s respective Pro Rata Share) and (B) thereafter, this Section 3.4 shall terminate and no further Earnout Securities shall be issuable hereunder; or (iv) equal to or greater than $25.00, then, (A) immediately prior to such Change of Control, Acquiror shall issue one-third (1/3) of the Aggregate Earnout Shares (such number of shares to be received reduced by such the number of Earnout Securities issued prior thereto, if any) to the Eligible Company Equityholders (in accordance with each Eligible Company Equityholder’s respective Pro Rata Share) and (B) thereafter, this Section 3.4 shall terminate and no further Earnout Securities shall be issuable hereunder. (f) The Acquiror Common Stock price targets set forth in the definitions of Triggering Event I, Triggering Event II and Triggering Event III, and in clauses (i), (ii), (iii) and (iv) of Section 3.4(e) shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other Eligible Earnout Recipients)like change or transaction with respect to Acquiror Common Stock occurring after the Closing.

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) After by .082251 (the Closing“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 set forth hereinfor the Earnout, some of which are as follows: The term of the Eligible Earnout Recipients (as defined below) earnout period shall have commence on the contingent right Closing Date and shall continue until the first to receive an additional aggregate number occur of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000)a period of 36 months from the Closing Date, divided by or (ii) the Redemption Price (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations date the Vacant Space has been fully leased and is occupied by tenants then satisfying the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing Occupancy Conditions (the “Earnout Period”) or ). During the achievement term of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration Period (other than Excluded Transfers) and prior to the issuance satisfaction of the Earnout SharesOccupancy Conditions of any portion of the Vacant Space by a new tenant), such Eligible Earnout Recipient’s participation in Seller shall be responsible for the Earnout Shares shall decrease proportionally monthly pro rata share of taxes, insurance and common area expenses (collectively, the “Operating Expenses”) allocable to the number of such shares no longer held by such Eligible Earnout Recipient Vacant Space. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to the time of estimated aggregate Operating Expenses for the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to Vacant Space payable during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout MilestonesOperating Expense Escrow”). The share price threshold set forth above is referred to herein as Purchaser shall draw down on the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that Operating Expense Escrow during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account pay any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject Operating Expenses allocable to the terms Vacant Space as same become due. Once any portion of the Vacant Space is leased to, and conditions of this Agreementoccupied by, a Triggering Event 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 balance of the Operating Expense Escrow allocable to said space shall be considered promptly paid to have occurred pursuant to Section 1.13(a). (c) During Seller. Upon the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion expiration of the Earnout Period, the potential achievement balance of the Share Price Milestone or Operating Expense Escrow, if any, shall be paid to Seller. Seller shall continue to serve as the Clinical Milestone 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 Change Vacant Space is fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of Control Price the Earnout Period. Any amounts remaining in the event of a Change of Control Leasing Escrow after payment to Purchaser and/or Seller (and whether a Change of Control has occurredas applicable), as applicableprovided 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 determination 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 whether a Triggering Event the Vacant Space (and such new occupant has occurredsatisfied the Occupancy Conditions), in each casePurchaser shall, as set forth therein. If such written statement is delivered by a Representative Party within such upon ten (10) Business Day perioddays 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 after its receipt thereof by Purchaser, and in the event Purchaser fails to respond within an additional two (2) business days after a 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 deemed approved) and such lease is signed by the tenant and delivered to Purchaser but Purchaser fails to execute and deliver such lease within two (2) business days after receipt of the second notice described above, then the Representative Parties lease shall negotiate in good faith be deemed to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested have been executed by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement Purchaser as of the Independent Expert Notice Date and the Independent Expertsixth (6th) business day following Purchaser’s determination will be based solely upon and consistent with the terms and conditions receipt of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error)same. (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients).

Earnout. (a) After the Closing, subject to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) Company Equity Securityholders shall have the contingent right to receive an additional aggregate number shares of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration GigCapital5 Common Stock based on the Trading Price performance of Pubco Ordinary Shares during QTI Holdings if the five (5) year period after requirements as set forth in this Section 3.07 are achieved. At the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) and immediately prior to the issuance of Effective Time, GigCapital5 shall deliver to the Exchange Fund the Merger Consideration Earnout Shares, such Eligible Earnout Recipient’s participation in the Share Pool. The Merger Consideration Earnout Shares shall decrease proportionally to be allocated among the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial Company Equity Securityholders in accordance with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closingthis Section 3.07. (b) In Promptly upon the occurrence of any triggering event that during described in Section 3.07(c) below, or as soon as practicable after QTI Holdings becomes aware of the Earnout Period Pubco is subject occurrence of such triggering event or receives written notice of such triggering event, QTI Holdings shall prepare and deliver, or cause to be prepared and delivered, a Change written notice to the Exchange Agent (a “Release Notice”), which Release Notice shall set forth in reasonable detail the triggering event giving rise to the requested release and the specific release instructions with respect thereto (including the number of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Merger Consideration Earnout Shares to be released from the Exchange Fund and the identity of the person to whom they should be released). The Merger Consideration Earnout Shares that are to be released from the Exchange Fund and distributed to the Company Equity Securityholders shall be distributed to such Company Equity Securityholders in accordance with their respective Pro Rata Shares. For the avoidance of doubt, any Merger Consideration Earnout Shares to be released and distributed pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event 3.07 shall be considered to have occurred pursuant to Section 1.13(a)distributed and released as shares of GigCapital5 Common Stock. (c) During The Merger Consideration Earnout Shares shall be released and delivered as follows: (i) promptly following the Earnout Perioddate on which QTI Holdings files its annual report on Form 10-K with respect to its fiscal year ended December 31, Pubco’s Chief Financial Officer 2023 (the “CFO2023 Form 10-K”) shall monitor with the Trading Price on each Trading Day SEC, an aggregate of 2,500,000 Merger Consideration Earnout Shares (the “2023 Earnout Shares”) will be released from the Exchange Fund and monitor distributed to the potential achievement of the Clinical MilestoneCompany Equity Securityholders in accordance with their respective Pro Rata Shares if, and shallonly if, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver on or prior to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestonefiling date, the relevant Trading Prices Company has obtained a formal FDA clearance for breast cancer screening with respect to its breast scanning systems, which remains in full force and effect as of such filing date; provided, that the Trading Days 2023 Earnout Shares shall increase by 500,000 (to an aggregate of 3,000,000) Merger Consideration Earnout Shares if, in addition, during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Periodyear 2023, the CFO will also prepare and deliver to each Representative Party a written statement Company either (each, a “Monthly Earnout Statement”A) that sets makes at least eight bona fide placements of its breast scanning systems globally or (B) achieves annual revenue of at least $4,400,000 as set forth in the CFO’s determination of (i) financial statements included in the Trading Price on each Trading Day for such month and the preceding month and 2023 Form 10-K; (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days promptly following the date on which QTI Holdings files its annual report on Form 10-K with respect to its fiscal year ended December 31, 2024 (the “2024 Form 10-K”) with the SEC, an aggregate of delivery of 2,500,000 Merger Consideration Earnout Shares (the applicable “2024 Earnout Statement, then such Representative Party Shares”) will have waived its right be released from the Exchange Fund and distributed to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price Company Equity Securityholders in the event of a Change of Control (and whether a Change of Control has occurred), as applicableaccordance with their respective Pro Rata Shares if, and only if, during calendar year 2024, (A) the determination Company achieves annual revenue of whether a Triggering Event has occurred, in each case, at least $17,100,000 as set forth therein. If in the financial statements included in the 2024 Form 10-K, and (B) the Company makes at least four placements of its breast scanning systems in the United States; provided, that the 2024 Earnout Shares shall increase by 500,000 (to an aggregate of 3,000,000) Merger Consideration Earnout Shares if at least one of the following milestones is achieved: (x) on or prior to such written statement is delivered by filing date, the Company has obtained a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections formal FDA clearance for a period new indication for use of its breast scanning systems (other than any indication obtained prior to calendar year 2024), which remains in full force and effect as of such filing date; or (y) the Company achieves clinical-quality patient images with the Company’s open angle scanner during the 2024 calendar year, as reported in the 2024 Form 10 K; (iii) promptly following the date on which QTI Holdings files its annual report on Form 10-K with respect to its fiscal year ended December 31, 2025 (the “2025 Form 10-K”), an aggregate of 2,500,000 Merger Consideration Earnout Shares (the “2025 Earnout Shares”) will be released from the Exchange Fund and distributed to the Company Equity Securityholders in accordance with their respective Pro Rata Shares if, and only if, during calendar year 2025, (A) the Company achieves annual revenue of at least $67,000,000 as set forth in the financial statements included in the 2025 Form 10-K, or (B) the VWAP of shares of GigCapital5 Common Stock equals or exceeds $15 per share for twenty (20) of any thirty (30) consecutive trading days thereafter. If on the Representative Parties do not reach a final resolution within such twenty Exchanges; provided, that the 2025 Earnout Shares shall increase by 500,000 (20to an aggregate of 3,000,000) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution Merger Consideration Earnout Shares if at least one of the dispute following milestones is achieved on or prior to such filing date: (x) the Company has obtained a formal FDA clearance of its open angle scanner, which remains in full force and effect as of such filing date; or (y) the Company receives net positive results in bona fide clinical trials, conducted in accordance with generally accepted industry standards, for its open angle scanner, as reported in the procedures 2025 Form 10-K; and (iv) if the conditions set forth in Section 1.13(e3.07(c)(i). (e, Section 3.07(c)(ii) If a dispute with respect to an or Section 3.07(c)(iii) for any Merger Consideration Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination Shares to be made by released from the Independent Expert. All fees Exchange Fund and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior distributed to the Company Merger Effective Time Equity Securityholders have not been, and (ii) is a holder become incapable of Pubco Ordinary Shares received as being, satisfied, then promptly thereafter such Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled automatically released to receive Earnout Shares upon satisfaction of QTI Holdings for cancellation and the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) Company Equity Securityholders shall not have any right to receive any such Merger Consideration Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfersbenefit therefrom. (d) The GigCapital5 Common Stock price targets set forth in Section 3.07(c) and the number of shares of GigCapital5 Common Stock to be issued and released pursuant to Section 3.07(c) shall be equitably adjusted for any stock dividend, sellssubdivision, reclassification, recapitalization, split, combination or exchange of shares, or otherwise disposes any similar event affecting the GigCapital5 Common Stock after the date of any Pubco Ordinary Shares received this Agreement. (e) As used in this Section 3.07, the term “Pro Rata Share” means, with respect to each Company Equity Securityholder, a ratio calculated by dividing (i) the sum of, without duplication, (A) the total number of shares of Company Common Stock held by such Company Equity Securityholder as Merger Consideration following of immediately prior to the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in plus (B) the Earnout Shares shall decrease proportionally to the total number of such Pubco Ordinary In-the-Money Company Warrant Shares no longer subject to In-the-Money Company Warrants held by such Eligible Earnout Recipient at Company Equity Securityholder as of immediately prior to the time Effective Time (to the extent such In-the-Money Company Warrants are not exercised or deemed exercised as of immediately prior to the Triggering Event Effective Time), by (and all other Eligible Earnout Recipients shall receive a pro rata increase in ii) the sum of, without duplication, (A) the total number of Earnout shares of Company Common Stock held by all Company Equity Securityholders as of immediately prior to the Effective Time, plus (B) the total number of In-the-Money Warrant Shares (to be received by such other Eligible Earnout Recipientsthe extent the applicable In-the-Money Company Warrants are not exercised or deemed exercised as of immediately prior to the Effective Time).

Earnout. (a) After the Closing, subject to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of the Earnout Shares, such Eligible Earnout RecipientA Shareholder’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 2.4, if any, is personal subject to Eligible the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First Earnout Recipients Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration for the transfer of Company Shares to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout Shares. (c) In the event that an Earnout Condition is not transferablesatisfied prior to the fifth anniversary of the Closing, assignablethe contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value of the Earnout Shares so issued will be credited to the capital account of PubCo. (e) To the extent that, prior to the fifth anniversary of the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise alienabletreated as so issued in connection therewith, whether by operation so as to ensure that the recipients of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of applicable Earnout Shares shall be forfeited and cease to be received by such other Eligible Earnout Recipients)exist.

Earnout. (a) After Subject to the Closingother terms of this Agreement, as additional consideration for the Merger, Parent shall pay to the Company Stockholders and Qualifying Option Holders and allocate to the Bonus Pool the amounts earned, if any, as set forth on Exhibit C (collectively, the “Earnout Payments”), subject to the terms and satisfaction of the conditions set forth thereon and herein. The Earnout Payments shall be calculated by Parent in accordance with Exhibit C as of the close of business on March 30, the Eligible 2012 and March 29, 2013, respectively. The Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) Payment calculation (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout PeriodPayment Calculation”) shall be provided by Parent to Stockholder’s Agent on or the achievement of certain clinical milestones specified below during before May 30, 2012 for the Earnout Period. If an Eligible Earnout Recipient transfersPayment set forth in Paragraph (a) of Exhibit C, sellsand on or before May 29, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of 2013 for the Earnout Shares, such Eligible Earnout Recipient’s participation Payment set forth in the Earnout Shares shall decrease proportionally to the number Paragraphs (b) and (c) of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients Exhibit C. (b) Stockholders’ Agent shall be entitled to receive 100% review the Earnout Payment Calculation, together with supporting work papers and books and records, in each case, of Parent and its representatives, accountants and other advisors, to be provided upon Stockholders’ Agent’s reasonable request. During a period of thirty (30) days after the date Stockholders’ Agent receives the Earnout Payment Calculation (the “Objection Period”), if Stockholders’ Agent disagrees with the Earnout Payment Calculation, then Stockholders’ Agent shall give written notice (an “Objection Notice”) to Parent within such thirty (30) day period specifying in reasonable detail Stockholders’ Agent’s disagreement with Parent’s determination of the applicable Earnout Payment as set forth in the Earnout Payment Calculation. Any Objection Notice must specify those items or amounts as to which Stockholders’ Agent disagrees, and Stockholders’ Agent will be deemed to have agreed with all other items and amounts contained in the Earnout Payment Calculation. If Stockholders’ Agent does not deliver an Objection Notice within the Objection Period, then Stockholders’ Agent will be deemed to have agreed entirely with the determination of the applicable Earnout Payment as set forth in the Earnout Payment Calculation. (c) If an Objection Notice is duly and timely delivered in accordance with the terms of Section 2.18(b), Parent and Stockholders’ Agent will, during the thirty (30) days following delivery of the Objection Notice, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Earnout Payment, which amount must be within the range of the amount thereof shown in the Earnout Payment Calculation and the amount thereof shown in the Objection Notice. If during such thirty (30) day period, Parent and Stockholders’ Agent are unable to reach agreement on the Earnout Payment, they will promptly thereafter cause an independent accounting firm of recognized national or regional standing to be mutually agreed upon by Parent and Stockholders’ Agent, acting reasonably and in good faith (the “Independent Accounting Firm”), to review this Agreement and the disputed items or amounts for the purpose of calculating the Earnout Payment (it being understood that in making such determination, the Independent Accounting Firm will be functioning as an expert and not as an arbitrator). In making its calculation of the Earnout Shares (Payment, the Independent Accounting Firm may consider only those items or amounts in the Earnout Payment Calculation as to which Stockholders’ Agent disagreed in the Objection Notice. The Independent Accounting Firm’s determination of any disputed items or amounts and their right its calculation of the Earnout Payment must be within the range of the amount thereof shown in the Earnout Payment Calculation and the amount thereof shown on the Objection Notice. The Independent Accounting Firm will deliver to receive such Parent and Stockholders’ Agent, as promptly as practicable, a report setting forth, in reasonable detail, its determination of the disputed items and the resulting Earnout Shares shall vest Payment. Such report will be final and become due and issuable) binding upon the first Parties and the Company Stockholders, Qualifying Option Holders and Bonus Pool Recipients absent manifest error. The cost of the following circumstances Independent Accounting Firm’s review and report will be borne by Parent, on the one hand, and the Company Stockholders, Qualifying Option Holders and Bonus Pool Recipients on the other hand, in the same proportion that the dollar amount of the disputed items or amounts that are not resolved in favor of Parent, on the one hand, and the Company Stockholders, Qualifying Option Holders and Bonus Pool Recipients, on the other hand (as applicable), bears to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling total dollar amount of items or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval amounts in dispute resolved by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price MilestoneIndependent Accounting Firm. Each Party, the “Earnout Milestones”Stockholders’ Agent and each Company Stockholder, Qualifying Option Holder and Bonus Pool Recipient will bear all of its respective other expenses incurred in connection with matters contemplated by Section 2.18 (b) and this Section 2.18(c). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (bd) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject Subject to the terms and conditions of this Agreement, a Triggering Event including the last sentence of this section and Section 10.11 hereof, the Earnout Payments, if any, shall be considered paid by Parent to have occurred pursuant the Company Stockholders and Qualifying Option Holders and allocated to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) Bonus Pool in accordance with their Pro Rata Portions and shall monitor the Trading Price on each Trading Day be due and monitor the potential achievement of the Clinical Milestone, and shallpayable or allocated, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In additionapplicable, as soon as reasonably practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have but not more than ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative PartiesDays, and their respective Representatives on their behalf, may make inquiries following the final determination of the CFO and related personnel and advisors amount of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute Payments in accordance with the procedures set forth in this Section 1.13(e). 2.18, provided, however, that the amount of the Earnout Payments that would otherwise be required to be made pursuant to this Section 2.18(d) shall be reduced by the amount that may be required to satisfy the full amount of any Claims made prior to that date in accordance with Article X, but not yet finally adjudicated or otherwise finally resolved and paid. Any Earnout Payment not made as a result of pending Claims shall be made when all Claims made in accordance with Article X have been resolved by a final, non-appealable ruling. Each Principal Stockholder (eon behalf of himself and each other Company Stockholder, Qualifying Option Holder and Bonus Pool Recipient) If acknowledges and agrees that (i) the Company Stockholders’, Qualifying Option Holders’ and Bonus Pool Recipients’ sole and exclusive right under this Section 2.18 will be to receive, subject to the other terms of this Agreement, the Earnout Payments if the conditions set forth on Exhibit C are satisfied; (ii) except for its obligation to provide (A) the applicable level of aggregate funding in respect of the development, production, sales and support of Earnout Products by Parent and its subsidiaries on a dispute consolidated basis as specified in the budget set forth on Exhibit D hereto, only at such times and only upon the satisfaction of the conditions set forth on such Exhibit D, and (B) the other support commitments of Parent expressly enumerated on Exhibit D, Parent (1) will have the right to operate its business and that of its subsidiaries (including the Surviving Corporation) as it chooses, in its sole discretion, and (2) Parent is not under any obligation to provide any specific level of investment or financial assistance to the Surviving Corporation or the development, production, sales and support of Earnout Products, nor is Parent required to undertake any specific actions (or to refrain from taking any specific actions) with respect to an the operation of the Surviving Corporation or the development, production, sales and support of Earnout Statement Products; (iii) Parent is submitted not representing or warranting that any specific revenue or products sale thresholds will be achieved nor will the Company Stockholders, Qualifying Option Holders or Bonus Pool Recipients have any claims against Parent arising from any failure to meet for any reason (other than its failure to comply with the express terms of subsection (ii) above) any revenue or product sales thresholds; and (iv) all payments made under this Article II to Company Stockholders are being paid solely in accordance with this Section 1.13 to exchange for the Independent Expert for final resolutionMerger, and, except as otherwise required by Law, the Parties will follow not take a Tax Return position inconsistent with the procedures set forth in this Section 1.13(e)foregoing. Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect Notwithstanding any provision hereof to the determination contrary, (A) each Company Stockholder acknowledges and agrees that he or she will immediately and irrevocably forfeit to be made by the Independent Expert. All fees Parent his or her rights to receive any and expenses all of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this AgreementPayments, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be his or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout her Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period)Payments, Pubco and its Subsidiarieshereunder if he or she breaches or violates the terms of his or her Non-Competition Agreement, including provided that such forfeiture will not constitute an election of remedies or limit in any manner the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each enforcement of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and any other aspects of their business, including actions remedy that may have an impact on be available to Parent, and provided further that the Trading Price, the progress or advancement Pro Rata Portion of the clinical development program for other Company Stockholders, Qualifying Option Holders and Bonus Pool Recipients shall not be increased by operation of this provision and (B) in no event shall the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon aggregate of all Earnout Payments be more than $16,000,000. All parties hereto acknowledge and agree that the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability net effect of the Eligible Earnout Recipients operation of the preceding sentence is to earn reduce the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion total amount of any Earnout Shares or other damages as a result Payment that would otherwise be earned hereunder by the amount of such decisions. Notwithstanding payment that would have been the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee Pro Rata Portion of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares party that breaches or any portion thereof. If an Eligible Earnout Recipient transfers, sells, violates his or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients)her Non-Competition Agreement.

Earnout. (a) After Following the Closing, subject to the terms and conditions set forth herein, the Eligible Earnout Recipients promptly (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and but in any event within five no later than ten (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (510) Business Days) after the end occurrence of each calendar month the Triggering Event, Holdco shall issue or cause to be issued to the Holdco Shareholders and Eligible Optionholders as of immediately prior to the Effective Date (after giving effect to the issuance of any Holdco Shares as a result of the exercise of any Company Issuance Rights in connection with the Company Share Exchange) their respective Earnout Pro Rata Share of the Earnout Shares. For the avoidance of doubt, the Triggering Event shall only occur once, if at all. (b) Notwithstanding anything in this Agreement to the contrary, any Earnout Shares issuable under this Section 2.7 in respect of Rollover Company Options shall (i) be issued to the relevant Eligible Optionholder only if such Eligible Optionholder continues to provide services (whether as an employee, director or individual independent contractor) to Holdco or one of its Subsidiaries through the date of the occurrence of the Triggering Event that causes such Earnout Shares to become issuable, and (ii) take the form of restricted stock units issued under the Holdco Equity Incentive Plan (“Earnout RSUs”) and pursuant to Holdco’s form of restricted stock unit grant agreement. The Earnout RSUs shall be subject to the same vesting schedule as the corresponding Rollover Company Options. Any Earnout Shares that are forfeited as a result of an Eligible Optionholder ceasing to provide services through the date of the occurrence of the Triggering Event shall be reallocated to the other recipients of Earnout Shares in accordance with their respective Earnout Pro Rata Shares. (c) At all times during the Earnout Period, the CFO will also prepare and deliver Holdco shall maintain sufficient Holdco Shares available for issuance under its authorized share capital to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets permit Holdco to satisfy its issuance obligations set forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor 2.7 and shall exert its reasonable best efforts to take all actions required to increase the number of Holdco Shares available for issuance under its authorized share capital if at any error contained within an Earnout Statement, time there shall be insufficient Holdco Shares thereunder to satisfy its issuance obligations set forth in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubcothis Section 2.7. (d) Each Representative Party will have ten (10) Business Days after its receipt Notwithstanding anything to the contrary contained herein, no fraction of an Earnout Statement to review it. The Representative PartiesShare will be issued by virtue of the Triggering Event, and their respective Representatives on their behalf, may make inquiries each Person who would otherwise be entitled to a fraction of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements an Earnout Share (after aggregating all fractional Earnout Shares that otherwise would be received by such holder in connection with the occurrence of such Triggering Event) shall instead have the number of Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections Shares issued to an Earnout Statement, such Representative Party shall deliver to Pubco Person (i) rounded down to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price nearest whole number in the event that the fractional Earnout Share that otherwise would be so paid is less than five-tenths (0.5) of a Change of Control an Earnout Share and (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10ii) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute rounded up to the Independent Expert for final resolution nearest whole number in the event that the fractional Earnout Share that otherwise would be so paid is greater than or equal to five-tenths (0.5) of the dispute in accordance with the procedures set forth in Section 1.13(e)an Earnout Share. (e) If a dispute with respect to an Following the Closing but during the Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to executePeriod, if requested by the Independent Expert, (i) Holdco is purchased or acquired pursuant to a reasonable engagement letter Change of Control Transaction and (ii) such Change of Control Transaction occurs at any time after Positive Phase 3 Data has been achieved with respect to the determination Company’s BROADWAY trial of obicetrapib (protocol number: TA-8995-302) but prior to be made by the Independent Expert. All fees and expenses occurrence of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of then any Earnout Shares or other damages that remain unissued as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time consummation of such Change of Control Transaction shall immediately become issuable and (ii) is a holder the holders of Pubco Ordinary Holdco Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything immediately prior to the contrary Effective Date and the Eligible Optionholders as of immediately prior to the Effective Date who continue to provide services (whether as an employee, director or individual independent contractor) to Holdco or one of its Subsidiaries through the date of the Change in this Agreement, only Eligible Earnout Recipients Control shall be entitled to receive their respective Earnout Pro Rata Share of such Earnout Shares upon satisfaction prior to the consummation of the applicable Triggering Events, and any subsequent transferee or assignee such Change of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereofControl Transaction. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Any Earnout Shares shall decrease proportionally be issuable to as specified on the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares Allocation Schedule, subject to be received by such other Eligible Earnout Recipientsany reallocation made pursuant to Section 2.7(b).

Earnout. (a) After The Purchaser shall pay to the ClosingShareholders earnout payments, each in an amount equal to seventy percent (70%) of Earnout Period Revenues generated in each Earnout Period, in accordance with this Section 3.6 (each such payment, an “Earnout Payment”). Notwithstanding the foregoing provisions of this Section 3.6(a), in no event shall the aggregate Earnout Payments payable hereunder be less than zero or greater than Nine Million Eight Hundred Thousand Dollars ($9,800,000). (b) Within ninety (90) days following the end of the First Earnout Period and the Second Earnout Period, as the case may be, the Purchaser shall prepare and deliver to the Shareholders a report setting forth its calculation of the Earnout Payment for such applicable Earnout Period, including a statement of the Earnout Period Revenues for such applicable Earnout Period (the “Earnout Report”). The Purchaser shall provide a reasonable level of supporting documentation for the Earnout Payment and any additional information reasonably requested by the Shareholders related thereto together with the Earnout Report. The Earnout Payment for the applicable Earnout Period shall represent only a right to receive a cash payment from the Purchaser, subject to the terms and conditions set forth herein, and shall not be deemed an interest in any security or certificate or entitle the Eligible Earnout Recipients (as defined below) shall have the contingent right holders thereof to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes rights of any Pubco Ordinary Shares received as Merger Consideration (kind other than Excluded Transfers) prior as specifically set forth herein. No interest is payable with respect to any Earnout Payment to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a)extent timely paid when due. (c) During the Earnout Period, Pubco’s Chief Financial Officer The Shareholders shall have thirty (the “CFO”30) shall monitor the Trading Price on each Trading Day and monitor the potential achievement days following receipt of the Clinical Milestoneapplicable Earnout Report delivered pursuant to Section 3.6(b) during which to notify the Purchaser of any dispute of any item contained therein or related thereto, and shall, as promptly as practicable (and which notice shall set forth in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and detail the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable perioddispute. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month The Purchaser and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, Shareholders shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate cooperate in good faith to resolve any such objections for dispute as promptly as possible. Upon such resolution, a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute Final Earnout Report shall be prepared in accordance with the procedures set forth in agreement of the Purchaser and the Shareholders and the calculation of the applicable Earnout Payment, if any, based thereon, shall constitute the applicable Final Earnout Payment and be final and binding upon the Parties. In the event the Shareholders do not notify the Purchaser of any such dispute within such thirty (30)-day period or notify the Purchaser within such period that they do not dispute any item contained therein, the applicable Earnout Report delivered pursuant to Section 1.13(e)3.6(b) shall constitute the Final Earnout Report with respect to such Earnout Period and the Purchaser’s calculation of the applicable Earnout Payment, if any, based thereon shall be final and binding upon the Parties. (ed) If a In the event the Purchaser and the Shareholders are unable to resolve any dispute with respect to regarding an Earnout Statement is Report delivered pursuant to Section 3.6(b) within thirty (30) days following the Purchaser’s receipt of notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, an Accounting Referee. In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in accordance with this Section 1.13 or related to the Independent Expert for final resolution, Earnout Report as to which the Parties will follow Shareholder has disagreed. The Accounting Referee’s determination of the procedures set forth in this Section 1.13(e). Each Representative Party agrees to executeEarnout Report and the Earnout Payment, if requested by any, based thereon shall constitute the Independent Expert, a applicable Final Earnout Report and Final Earnout Payment and shall be final and binding on the Parties. The Parties shall direct the Accounting Referee to use commercially reasonable engagement letter with respect efforts to the determination to be made by the Independent Expertcomplete its work within thirty (30) days following its engagement. All fees and expenses of the Independent Expert, Accounting Referee shall be shared equally by the Shareholders and all other out-of-pocket costs the Purchaser. (e) The Parties acknowledge that there is no assurance that the Shareholders will have the right to receive any Earnout Payment and expenses incurred by a Representative Party in connection with resolving Purchaser has not promised or projected any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇particular Earnout Payment. The Independent Expert earnout opportunity in this Section 3.6 is presented under the understanding that the Purchaser will determine only those issues still in dispute have full control and direction over the Company and its business following the Closing, including decisions regarding strategic initiatives, management, legal structure, finance and accounting, marketing and branding and expenses. Notwithstanding the foregoing provisions of this Section 3.6(e), during the Earnout Period, the Purchaser shall not, nor shall it permit any of its Affiliates to, terminate the Earnout Contract and enter into a separate Contract with the Earnout Customer or any of its Affiliates for utilization management services for the purpose or effect of avoiding or reducing its obligations with respect to such the Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error)Payments hereunder. (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares All payments made pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether 3.6 shall be treated by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything Parties for tax purposes as adjustments to the contrary in this AgreementPurchase Price, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the unless otherwise required by applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients)Law.

Earnout. (a) After Following the Acquisition Closing, subject as additional consideration for the Company interests acquired in connection with the Acquisition Merger, within five (5) Business Days after the occurrence of a Triggering Event, the Surviving Corporation shall issue or cause to be issued to the terms and conditions set forth herein, Eligible Company Equityholders with respect to such Triggering Event the Eligible Earnout Recipients following shares of Surviving Corporation Common Stock (as defined below) which shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (subject to equitable adjustment be equitably adjusted for share stock splits, share reverse stock splits, stock dividends, combinationsreorganizations, recapitalizations and the recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Surviving Corporation Common Stock occurring after the Acquisition Closing, including to account for any equity securities into which such shares are exchanged or converted) (the “Earnout Shares”), with each Eligible ) constituting the Per Share Earnout Recipient receiving its Earnout Pro Rata Portion of such Consideration (which Earnout Shares, for the avoidance of doubt, shall be issued as additional consideration based on shares of Surviving Corporation Common Stock to all Eligible Company Equityholders), upon the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior terms and subject to the conditions set forth in this Agreement and the Ancillary Agreements: (i) upon the occurrence of Triggering Event I, a one-time issuance of the an aggregate of 2,500,000 Earnout Shares; (ii) upon the occurrence of Triggering Event II, such a one-time issuance of an aggregate of 2,500,000 Earnout Shares; and (iii) upon the occurrence of Triggering Event III, a one-time issuance of an aggregate of 2,500,000 Earnout Shares. (b) For the avoidance of doubt, the Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally Company Equityholders with respect to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the a Triggering Event. The Eligible Earnout Recipients Event shall be entitled to receive 100% of the Earnout Shares (upon the occurrence of each Triggering Event; provided, however, that each Triggering Event shall only occur once, if at all, and their right in no event shall the Eligible Company Equityholders collectively be entitled to receive such Earnout Shares shall vest and become due and issuable) upon the first more than an aggregate of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of 7,500,000 Earnout Shares pursuant to this Section 1.13(b3.03. (c) in connection therewith) (If, during the “Earnout Period, there is a Change of Control Price”(A) that is equal the Surviving Corporation shall issue 7,500,000 shares of Surviving Corporation Common Stock (less any Earnout Shares issued prior to or greater than the Share Price Target, then, subject to the terms and conditions such Change of this Agreement, a Triggering Event shall be considered to have occurred Control pursuant to Section 1.13(a3.03(a)) to the Eligible Company Equityholders with respect to the Change of Control, and (B) thereafter, this Section 3.03 shall terminate and no further Earnout Shares shall be issuable hereunder. (d) The Surviving Corporation Common Stock price targets set forth in the definitions of Triggering Event I, Triggering Event II and Triggering Event III and in Section 3.03(c) 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 Surviving Corporation Common Stock occurring after the Acquisition Closing. (e) At all times during the Earnout Period, the Surviving Corporation shall keep available for issuance a sufficient number of shares of unissued Surviving Corporation Common Stock to permit the Surviving Corporation to satisfy in full its issuance obligations set forth in this Section 3.03 and shall take all actions reasonably required (including by convening any stockholder meeting) to increase the authorized number of Surviving Corporation Common Stock if at any time there shall be insufficient unissued Surviving Corporation Common Stock to permit such reservation. In no event will any right to receive Earnout Shares be represented by any negotiable certificates of any kind, and in no event will any holder of a contingent right to receive Earnout Shares take any steps that would render such rights readily marketable. (f) The Surviving Corporation shall take such actions as are reasonably requested by the Eligible Company Equityholders to evidence the issuances pursuant to this Section 3.03, including through the provision of an updated stock ledger showing such issuances (as certified by an officer of the Surviving Corporation responsible for maintaining such ledger or the applicable registrar or transfer agent of the Surviving Corporation). (cg) During the Earnout Period, Pubco’s Chief Financial Officer the Surviving Corporation shall use reasonable best efforts for the Surviving Corporation to remain listed as a public company on, and for the Surviving Corporation Common Stock (including, when issued, the “CFO”Earnout Shares) shall monitor to be tradable over the Trading Price on each Trading Day and monitor the potential achievement national securities exchange (as defined under Section 6 of the Clinical MilestoneExchange Act) on which the shares of Surviving Corporation Common Stock are then listed; provided, and shallhowever, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver subject to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price MilestoneSection 3.03(c), the relevant Trading Prices for foregoing shall not limit the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after Surviving Corporation from consummating a Change of Control of Pubco, the CFO will send or entering into a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating Contract that contemplates a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes Notwithstanding anything to the contrary contained herein, the Earnout Shares to be issued to the holders of this Agreement, Company Options and Company RSU Awards pursuant to Section 3.03(a) shall be issued at or as soon as practicable following the Acquisition Closing in the form of restricted Surviving Corporation Common Stock pursuant to the Omnibus Incentive Plan (the “Restricted Earnout Shares”). The number of Restricted Earnout Shares issued with respect to each Company Option and Company RSU Award held by an “Eligible Earnout Recipient” means a Company Security Equity Holder who shall be equal to (i) was a holder (A) 7,500,000, divided by (B) the number of Adjusted Aggregate Fully Diluted Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs Common Shares as of immediately prior to the Company Acquisition Merger Effective Time and Time, multiplied by (ii) is the aggregate number of shares of Company Common Stock underlying the applicable Company Option and Company RSU Award. Each Restricted Earnout Share shall be subject to forfeiture, and such forfeiture restrictions shall lapse with respect to a pro rata portion of the Restricted Earnout Shares held by each holder of Pubco Ordinary Restricted Earnout Shares received upon the occurrence of a Triggering Event (or on the date on which a Change of Control occurs as Merger Consideration described in exchange for Section 3.03(c)), but only to the extent that such Company Securities Restricted Earnout Share would have been issued upon the Triggering Event (or Change of Control) had it instead been issued pursuant to Section 3.03(a)-(c), and upon such lapse of forfeiture the Restricted Earnout Shares shall be treated as issued pursuant to Section 3.03(a)-(c) (as applicable). Any Restricted Earnout Share that remains subject to forfeiture at the time expiration of the applicable Triggering Event occursEarnout Period shall automatically and without further action be forfeited, and the Eligible Company Equityholder shall have no further right, title or interest in such Restricted Earnout Share. The right to receive Restricted Earnout Shares pursuant shall be subject to this adjustment in accordance with Section 1.13 is personal 3.03(a), and shall not be entitled to Eligible dividends paid with respect to the Surviving Corporation Common Stock during the Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distributionPeriod. Notwithstanding anything to the contrary in this AgreementSection 3.03, only Eligible Earnout Recipients in no event shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares issued pursuant to be received by such other Eligible pursuant to Section 3.03(a)-(c), together with the number of Restricted Earnout RecipientsShares vesting in accordance with this Section 3.03(h), exceed 7,500,000 Earnout Shares.

Earnout. (a) After At the Closing, subject to and as additional consideration for the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations Merger and the like after other Transactions, Acquiror shall issue or cause to be issued in the Closingname of each Company Stockholder its, including to account for any equity securities into which such his or her pro rata share of 4,926,108 shares are exchanged or converted) of Acquiror Common Stock (the “Earnout Shares”)) and, in accordance with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of actual or deemed written instructions from the Company Stockholders, Acquiror shall deposit or cause to be deposited such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing shares at an account (the “Earnout PeriodEscrow Account”) or with an escrow agent reasonably selected by Acquiror (the achievement of certain clinical milestones specified below during “Escrow Agent”) in accordance with an escrow agreement in form and substance reasonably acceptable to Acquiror and the Earnout Period. If an Eligible Earnout Recipient transfersCompany, sellsto be entered into on the Closing Date by and among Acquiror, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of Company and the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering EventEscrow Agent. The Eligible Earnout Recipients parties hereto agree that the Company Stockholders shall be entitled to receive 100% treated as the owner of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon for so long as they are in the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share Escrow Account for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”income Tax purposes, and shall file all Tax Returns consistent with such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closingtreatment. (b) In Promptly upon the event that during occurrence of any Triggering Event, Acquiror shall prepare and deliver, or cause to be prepared and delivered, a written notice to the Escrow Agent (a “Release Notice”), which Release Notice shall set forth the specific release instructions with respect thereto (including the number of Earnout Shares to be released to each Company Stockholder). No Company Stockholder shall, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, any of the Earnout Shares until the date on which the relevant Triggering Event has occurred as described in Section 3.08(d) and such shares have been released to the Company Stockholders. Any Earnout Shares not eligible to be released from the Escrow Account in accordance with the terms of Section 3.08(d) on or before the last day of the Earnout Period Pubco is subject shall immediately thereafter be forfeited to a Change Acquiror and canceled and the Company Stockholders shall not have any rights with respect thereto. Effective as of Control at an express or implied price per share in the applicable transaction (taking into account any issuance Closing, each Company Stockholder shall have the right to vote each of its Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (until such Earnout Shares are forfeited as if the “Change Company Stockholder was the owner of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions record of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a)such Earnout Shares. (c) During Until Earnout Shares have been released or been forfeited hereunder, an amount equal to any dividends or distributions that would have been payable to the Company Stockholders if the Earnout Period, Pubco’s Chief Financial Officer Shares had been released prior to the record date for such dividends or distributions shall be delivered by Acquiror to the Escrow Agent for the benefit of the Company Stockholders with respect to the Earnout Shares (the “CFOWithholding Amount”) ). If any securities of Acquiror or any other person are included in the Withholding Amount, then any dividends or distributions in respect of or in exchange for any of such securities in the Withholding Amount, whether by way of stock splits or otherwise, shall monitor be delivered to the Trading Price on each Trading Day Escrow Agent and monitor included in the potential achievement “Withholding Amount”, and will be released to the Company Stockholders upon the release of the Clinical Milestonecorresponding securities. If and when the Earnout Shares are released in accordance with this Section 3.08, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver the Escrow Agent shall release to each Representative Party a written statement (each, a “Triggered Company Stockholder its pro rata share of the aggregate amount of the Withholding Amount attributable to such Earnout Statement”) Shares that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved released and, if it applicable, shall continue to withhold any remaining Withholding Amount that is attributable to such Earnout Shares that have not yet been released until such Earnout Shares are released, in which case such remaining Withholding Amount shall be released to the Share Price MilestoneCompany Stockholders based on their respective pro rata shares. If all or any portion of the Earnout Shares are forfeited to Acquiror in accordance with this Section 3.08, then the relevant Trading Prices for portion of the Trading Days during Withholding Amount attributable to the portion of the Earnout Shares that have been forfeited to Acquiror shall be automatically forfeited to Acquiror without consideration and with no further action required of any person. (d) The Earnout Shares shall be released and delivered from the Escrow Account and distributed to or on behalf of the Company Stockholders upon receipt of the applicable period. As soon Release Notice by the Escrow Agent as practicable follows: (i) upon the occurrence of Triggering Event I, one-third (1/3) of the Earnout Shares shall be released; (ii) upon the occurrence of Triggering Event II, one-third (1/3) of the Earnout Shares shall be released; and (iii) upon the occurrence of Triggering Event III, one-third (1/3) of the Earnout Shares shall be released. (e) The right of the Company Stockholders to receive the Earnout Shares is solely a contractual right, will not be evidenced by a certificate or other instrument and does not constitute a security. (f) Each Triggering Event shall only occur once, if at all; provided, that Triggering Event I, Triggering Event II and Triggering Event III may be achieved at the same time or on overlapping Trading Days. (g) Notwithstanding anything to the contrary contained herein, no fraction of a Earnout Share will be issued, and each Person who would otherwise be entitled to a fraction of a Earnout Share (after aggregating all fractional Earnout Shares that otherwise would be received by such holder in any event within five connection with the occurrence of such Triggering Event) shall instead have the number of Earnout Shares issued to such Person rounded down to the nearest whole Earnout Share. (5h) Business Days) after the end of each calendar month If, during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after there is a Change of Control that will result in the holders of PubcoAcquiror Common Stock receiving a per share price (based on the value of the cash, securities or in-kind consideration being delivered in respect of such Acquiror Common Stock, as determined in good faith by the CFO will send a written statement (a “Change Board of Control Earnout Statement” andDirectors of Acquiror) equal to or in excess of the applicable share price required in connection with any Triggering Event, together with then immediately prior to the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details consummation of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a (a) any such Triggering Event that has not previously occurred as a result of shall be deemed to have occurred and (b) the Company Stockholders shall be eligible to participate in such Change of Control. Notwithstanding the foregoingIf, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, there is an Change of Control that will result in the potential achievement holders of Acquiror Common Stock receiving a per share price (based on the value of the Share Price Milestone cash, securities or in-kind consideration being delivered in respect of such Acquiror Common Stock, as determined in good faith by the Clinical Milestone during Board of Directors of Acquiror) that is less than the applicable portion share price required in connection with any Triggering Event that has not previously occurred, then this Section 3.08 shall terminate and no Earnout Shares shall be issuable hereunder with respect to such Triggering Event(s) in connection with or following completion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e)Control. (ei) If a dispute The issuance of Earnout Shares shall be treated as an adjustment to the total consideration paid pursuant to the Merger by the parties for Tax purposes, unless otherwise required by applicable Law. (j) In the event the issuance of Earnout Shares is subject to the notification and waiting period requirements of the HSR Act or any other applicable Antitrust Law (including any filings, expiration or termination of waiting periods, consents, approvals, or authorizations thereunder) (an “HSR Issuance”), Acquiror’s obligation to make such issuance shall be delayed until, and contingent upon the occurrence of the time that the Company, Acquiror or the applicable person has filed notification under the HSR Act or any other applicable Antitrust Law and the applicable waiting period under the HSR Act or any other applicable Antitrust Law (including any extensions thereof) with respect to an such HSR Issuance has expired or been terminated. (k) The Earnout Statement is submitted Shares and the underlying target price for each Triggering Event will be adjusted appropriately to reflect any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible in accordance with this Section 1.13 to the Independent Expert for final resolutionAcquiror Common Stock), the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to executereorganization, if requested by the Independent Expertrecapitalization, a reasonable engagement letter reclassification, combination, exchange of shares or other like change with respect to the determination Acquiror Common Stock, occurring on or after the date hereof and prior to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving time any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13Shares are issued. It is the intent of the parties hereto that such adjustments will be made in order to provide the activities of Company Stockholders with the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that same economic effect as contemplated by this Agreement as if no formal arbitration rules should be followed (including rules change with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error)Acquiror Common Stock had occurred. (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients).

Earnout. (a) After In the Closing, subject to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number case of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars fraud by the Company, ($57,500,000ii) any inaccuracies in the Closing Expenses 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 General Escrow Shares and General Escrow Cash) made by Acquiror, each Effective Time Holder shall be liable for such holder’s Pro Rata Share of the amount of any 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 or Subsequent Booking Earnouts (earned on or prior to, but not after, the third anniversary of the Effective Time of the First Merger), divided and second, after exhaustion of any earned but unpaid First Booking Earnout or Subsequent Booking Earnouts (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 holder’s Pro Rata Share of the aggregate dollar amount of Initial Stock Consideration (including any amounts thereof which constitute General Escrow Shares and IP Escrow Shares), Initial Cash Consideration (including any amounts thereof which constitute General Escrow Cash and IP Escrow Cash), First Booking Stock 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 Subsequent Booking Cash Earnouts that either (i) is distributed to such Effective Time Holder, (ii) is deposited into escrow pursuant to this Agreement for the account of such Effective Time Holder, or (iii) would have been distributed to such 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 Company Stockholder in connection with any breach by such Person of any Voting Agreement to which it is a party. For the 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 Redemption Price IP Escrow Shares and IP Escrow Cash, and (subject to equitable adjustment iii) the First Booking Earnout and/or Subsequent Booking Earnouts. For any Claims for share splitsDamages arising under this Agreement, share dividendsthe Acquiror Indemnified Persons shall have no right ▇▇▇, combinationsclaim, recapitalizations and counterclaim, escrow or offset against the like after the Closing, including to account for any equity securities into which such shares are exchanged Effective Time Holders or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion withhold distributions of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) Acquiror Common Stock or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior cash distributable under this Agreement to the issuance of the Earnout SharesEffective Time Holders, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): except (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures expressly set forth in this Section 1.13(e). Each Representative Party agrees to executeAgreement, if requested by (ii) as set forth in the Independent Expert, a reasonable engagement letter Bookings Guidelines (with respect to recovery of de-booked amounts on a Pro Rata Share basis), or (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 determination to be made exercise of commercially reasonable efforts solely by way of offset against Subsequent Booking Earnouts earned after the Independent Expert. All fees and expenses third anniversary of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before Effective Time of the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect First Merger to recover payments made to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect Effective Time Holder prior to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error)third anniversary. (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients).

Earnout. (a) After the Closing, subject to the terms and conditions The Persons set forth hereinon Section 2.10(a) of the Company Disclosure Schedules (collectively, with their successors in interest the Eligible “Earnout Recipients (as defined belowGroup”) shall have the contingent right are entitled to receive an additional aggregate number a portion, as set forth opposite their name on Section 2.10(a) of Pubco Ordinary Shares equal to the Company Disclosure Schedules (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000the “Pro Rata Portion”), divided by of up to 25,000,000 Company Shares (ii) the Redemption Price (subject to equitable adjustment for share splitscollectively, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted) (the “Earnout Shares”), with each Eligible ) as follows: (i) Each member of the Earnout Recipient receiving its Earnout Group will receive their Pro Rata Portion of such 1,450,000 Earnout SharesShares and, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing if applicable, Earnings thereon (the “Earnout Period2024 Earnout”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration follows: (other than Excluded TransfersA) prior with respect to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation each Pre-Closing Company Shareholder in the Earnout Group, the Escrowed Earnout Shares shall decrease proportionally to and Earnings thereon comprising the number of such shares no longer held by such Eligible 2024 Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall will be entitled to receive 100% of released from the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party Escrow Account within ten (10) Business Days following (such date, the date “2024 Earnout Release Date”) the filing with the SEC by the Company of delivery an Annual Report on Form 20-F for the fiscal year ended March 31, 2024 (the “2024 20-F”) which reflects Vehicle Sales Revenue of the applicable Company for the fiscal year 2024 of $39,000,000 or more, and (B) with respect to each Other SVM India Stockholder in the Earnout StatementGroup, then the Company will issue or cause to be issued to each such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion Stockholder their Pro Rata Portion of the Earnout Period, Shares comprising the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion 2024 Earnout on such 2024 Earnout Release Date; (ii) Each member of the Earnout PeriodGroup will receive their Pro Rata Portion of 4,125,000 Earnout Shares and, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as if applicable, and Earnings thereon (the determination of whether a Triggering Event has occurred, in each case, “2025 Earnout”) as set forth therein. If such written statement is delivered by a Representative Party within such ten follows: (10A) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an each Pre-Closing Company Shareholder in the Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolutionGroup, the Parties will follow Escrowed Earnout Shares and Earnings thereon comprising the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, 2025 Earnout will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive released from the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients Escrow Account within ten (10) Business Days thereafter(such date, the “2025 Earnout Release Date”) following the filing with the SEC by the Company of an Annual Report on Form 20-F for the fiscal year ended March 31, 2025 (the “2025 20-F”) which reflects Vehicle Sales Revenue of the Company for the fiscal year 2025 of $117,000,000 or more, and (B) with respect to each Eligible Other SVM India Stockholder in the Earnout Recipient receiving its Earnout Group, the Company will issue or cause to be issued to each such Stockholder their Pro Rata Portion of the Earnout Shares comprising the 2025 Earnout on such 2025 Earnout Release Date; (iii) Each member of the Earnout Group will receive their Pro Rata Portion of 19,425,000 Earnout Shares and, if applicable, Earnings thereon (the “2026 Earnout”) as follows: (A) with respect to each Pre-Closing Company Shareholder in the Earnout Group, the Escrowed Earnout Shares and Earnings thereon comprising the 2026 Earnout will be released from the Earnout Escrow Account within ten (10) Business Days (such date, the “2026 Earnout Release Date”) following the filing with the SEC by the Company of an Annual Report on Form 20-F for the fiscal year ended March 31, 2026 (the “2026 20-F”) which reflects Vehicle Sales Revenue of the Company for the fiscal year 2026 of $553,000,000 or more, and (B) with respect to each Other SVM India Stockholder in the Earnout Group, the Company will issue or cause to be issued to each such Stockholder their Pro Rata Portion of the Earnout Shares comprising the 2026 Earnout on such 2026 Earnout Release Date; (iv) If either or both of the 2024 Earnout and the 2025 Earnout are not earned as set forth in Section 2.10(a)(i) and Section 2.10(a)(ii), respectively, each member of the Earnout Group will receive their Pro Rata Portion of the amount of the 2024 Earnout and the 2025 Earnout not so earned as follows: (A) the Escrowed Earnout Shares and Earnings thereon comprising either or both of the 2024 Earnout and the 2025 Earnout, as applicable, and in each case not earned as set forth in Section 2.10(a)(i) or Section 2.10(a)(ii), as applicable, will be released from the Earnout Escrow Account on the 2026 Earnout Release Date to the Pre-Closing Company Shareholders, and (B) the Company will issue or cause to be issued to the Other SVM India Stockholders on the 2026 Earnout Release Date their Earnout Shares comprising either or both of the 2024 Earnout and the 2025 Earnout, as applicable, and in each case not earned as set forth in Section 2.10(a)(i) or Section 2.10(a)(ii), as applicable, if the aggregate total Vehicle Sales Revenue for the fiscal years ended March 31, 2024, 2025 and 2026 is $709,000,000 or more; and (v) In the event that any of the Vehicle Sales Revenue triggers set forth in Sections 2.10(a)(i) – (iv) above are not met on the applicable Earnout Release Date, but Vehicle Sales Revenue is at least 50% of the stated trigger on or before the applicable period, then the Company Board shall have discretion to waive the applicable Vehicle Sales Revenue trigger and, in such case, (A) release all or any portion of the applicable Escrowed Earnout Shares and Earnings thereon available to be released as of such Earnout SharesRelease Date to the Pre-Closing Company Shareholders, and (B) issue or cause to be issued all or any portion of the applicable Earnout Shares to Other SVM India Stockholders. (gb) Following The Company Shares that may be issued pursuant to this Section 2.10 shall be fully paid and free and clear of all Liens other than applicable securities Laws restrictions. (c) Immediately before the Closing (including during Effective Time and in conjunction with the Stock Split, a total number of 23,503,979 of the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, Shares will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco issued by the Company and its Subsidiaries, including placed in an escrow account with Continental (the Target Companies, will be permitted, following the Closing (including during “Earnout Escrow Account” and such Earnout Shares placed in the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading PriceEscrow Account, the progress or advancement “Escrowed Earnout Shares”) for the benefit of the clinical development program for Pre-Closing Company Shareholders pursuant to an Escrow Agreement between the Company and Continental and ▇▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability ▇▇▇▇▇▇▇▇ as representative of the Eligible Earnout Recipients Group (the “Earnout Escrow Agreement”); provided that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall only be a party to earn this Earnout Escrow Agreement in his capacity as a representative of the Earnout Group if duly appointed by the Earnout Group. Each Pre-Closing Company Shareholder in the Earnout Group shall be shown as the registered owner of its Pro Rata Portion of the Escrowed Earnout Shares on the books and records of the Company, and shall be entitled to exercise voting rights with respect to such Escrowed Earnout Shares, but any Earnings on the Escrowed Earnout Shares while in the Earnout Escrow Account shall be deposited into and retained in the Earnout Escrow Account until disbursed therefrom in accordance with the terms of this Section 2.10 and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Escrow Agreement. Any Escrowed Earnout Shares or other damages as a result of and Earnings thereon remaining in the Earnout Escrow Account following the 2026 Earnout Release Date will be automatically returned to the Company and such decisions. Notwithstanding Escrowed Earnout Shares shall be surrendered and canceled in accordance with the foregoing, following Earnout Escrow Agreement. (d) After the Closing, Pubco the Other SVM India Stockholders shall nothave the contingent right to receive their Pro Rata Portions of up to 1,496,021 Earnout Shares. Such Earnout Shares shall be authorized and unissued by the Company to be issued to the Other SVM India Stockholders in accordance with the terms of this Section 2.10. Following the Closing and until after the 2026 Earnout Release Date, the Company shall keep available for issuance a sufficient number of shares of authorized and unissued Company Shares to permit the Company to satisfy in full its issuance obligations of Earnout Shares to the Other SVM India Stockholders as set forth in this Section 2.10. For the avoidance of doubt, the Other SVM India Stockholders shall cause its Subsidiaries, including the Target Companies, not be entitled to not, take or omit (i) exercise voting rights with respect to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment their Pro Rata Portions of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Shares unless and until such Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, Shares are issued to such Other SVM India Stockholders pursuant to Section 2.10(a); or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder receive dividends or distributions or other income (if any) with respect to their Pro Rata Portions of Pubco Ordinary Earnout Shares received as Merger Consideration in exchange for any period during which such Company Securities at the time the applicable Triggering Event occursEarnout Shares remain unissued. The In no event will any contingent right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients 2.10(d) be represented by any negotiable certificates of any kind, and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by in no event will or the laws of descent and distributionany Other SVM India Stockholders take any steps that would render such rights readily marketable. Notwithstanding anything the foregoing provisions of this Section 2.10, if so required by the applicable Law, the Company shall seek approval from Reserve Bank of India (“RBI”) prior to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction issuance of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of Other SVM India Stockholders, and in the event such Pubco Ordinary Shares no longer held approval is denied or is not expected to be received within reasonable timeframe, the Company may, as directed by such Eligible Earnout Recipient at the time of applicable Other SVM India Stockholder, sell in the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in market the number of Earnout Shares to be that would have been received by such Stockholder on the applicable Earnout Release Date, and distribute the cash proceeds from the sale to such Stockholder. (e) The Earnout Shares shall be adjusted appropriately to reflect the effect of any share split, reverse share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other Eligible like change with respect to the number of Company Shares outstanding after the date hereof and prior to the time when such Earnout Recipients)Shares are delivered to the Earnout Group in accordance with this Section 2.10, so as to provide the Earnout Group with the same number of shares as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Earnout Shares.

Earnout. (a) After the Closing, subject to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price performance of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior Company Entities to the issuance of extent the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold requirements set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closingin this Section 2.9 are met. (b) In the event that during the Earnout Period Pubco VWAP of Class A Parent Common Stock on the Stock Exchange or the principal securities exchange or securities market on which the Class A Parent Common Stock is subject to a Change of Control at an express then traded equals or implied price exceeds $15.00 per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewithas adjusted for stock splits, stock dividends, reorganizations and recapitalizations) (the “Change of Control Price”) that is equal to or greater than the Phase 1 Share Price Target”) for any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period ending on or prior to the three (3) year anniversary of the Closing, then, subject to the terms and conditions of this Agreement, a Triggering Event the Earnout Recipients shall be considered entitled to have occurred pursuant receive, as additional consideration for the transactions contemplated hereby, the Phase 1 Earnout Consideration, and Parent shall cause its transfer agent and the Surviving Entity, as applicable to Section 1.13(a). (c) During issue such Phase 1 Earnout Consideration to the Earnout Period, Pubco’s Chief Financial Officer (Recipients in accordance with the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event Merger Consideration Schedule within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth Days following the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during final day of the applicable period. As soon as practicable thirty (and in any event within five (530) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubcoperiod. (dc) Each Representative Party will have ten In the event that the VWAP of Class A Parent Common Stock on the Stock Exchange or the principal securities exchange or securities market on which the Class A Parent Common Stock is then traded equals or exceeds $20.00 per share (10as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of (the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the “Phase 2 Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10Target”) Business Day period, then the Representative Parties shall negotiate in good faith to resolve for any such objections for a period of twenty (20) days thereafter. If Trading Days within any thirty (30) consecutive Trading Day period ending on or prior to the Representative Parties do not reach a final resolution within such twenty four (204) day periodyear anniversary of the Closing, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute subject to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive receive, as additional consideration for the transactions contemplated hereby, the Phase 2 Earnout Shares upon satisfaction Consideration, and Parent shall cause its transfer agent and the Surviving Entity, as applicable to issue such Phase 2 Earnout Consideration to the Earnout Recipients in accordance with the Merger Consideration Schedule within five (5) Business Days following the final day of the applicable Triggering Eventsthirty (30) Trading Day period. (d) Notwithstanding the foregoing: (i) in the event that (A) a Change of Control is consummated prior to the three (3) year anniversary of the Closing and (B) the implied consideration per share of the Class A Parent Common Stock in such Change of Control transaction equals or exceeds the Phase 1 Share Price Target or the Phase 2 Share Price Target, as applicable (or the equivalent fair market value thereof, as determined by the Surviving Entity in good faith, in the event of any non-cash consideration), then, as additional consideration for the Transactions and to the extent not already issued pursuant to this Section 2.9, Parent shall issue or cause to be issued the Phase 1 Earnout Consideration and/or the Phase 2 Earnout Consideration to the Earnout Recipients in accordance with the Merger Consideration Schedule immediately prior to the consummation of such Change of Control transaction, and any subsequent transferee (ii) in the event that (A) a Change of Control is consummated on or assignee after the three (3) year anniversary of the Closing and prior to the four (4) year anniversary of Closing and (B) the implied consideration per share of the Class A Parent Common Stock in such Change of Control transaction equals or exceeds the Phase 2 Share Price Target (or the equivalent fair market value thereof, as determined by the Surviving Entity in good faith, in the event of any Pubco Ordinary Shares (including any shares received non-cash consideration), then, as Merger Consideration) additional consideration for the Transactions and to the extent not already issued pursuant to this Section 2.9, Parent shall not have any right issue or cause to receive any be issued the Phase 2 Earnout Shares or any portion thereof. If an Eligible Consideration to the Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Recipients in accordance with the Merger Consideration following Schedule immediately prior to the Company consummation of such Change of Control transaction. (e) Parent shall use commercially reasonable efforts to remain a listed company on, and for the Class A Parent Common Stock issuable in respect of Earnout Consideration to be tradable over, the Stock Exchange or another U.S. securities exchange. Parent, as of the Merger Effective Time, will reserve for issuance the maximum number of shares of Parent Common Stock that could be earned pursuant to this Section 2.9 (including such Eligible Earnout Recipient’s participation in number of Class A Parent Common Stock issuable upon the exchange of Class B Parent Common Stock) and shall continue to ensure that there is a sufficient amount of Parent Common Stock reserved for issuance following the Merger Effective Time to satisfy the maximum number of shares of Parent Common Stock (including such number of Class A Parent Common Stock issuable upon the exchange of Class B Parent Common Stock) that could be earned pursuant to this Section 2.9 at any given time. (f) Notwithstanding anything to the contrary herein, (i) the Earnout Shares Recipients shall decrease proportionally not be entitled to receive the same Earnout Consideration on more than one occasion, and (ii) the number of such Pubco Ordinary Shares no longer held by such Eligible shares of Parent Common Stock or Units of the Surviving Entity, as applicable, to be issued to any Earnout Recipient at in connection with any issuance of Earnout Consideration shall be rounded down to the time of the Triggering Event (nearest whole number, and all other Eligible such Earnout Recipients shall receive a pro rata increase in lieu of such fractional shares an amount in cash equal to the number value of such fractional shares based on the VWAP of Class A Parent Common Stock on the Stock Exchange or the principal securities exchange or securities market on which the Class A Parent Common Stock is then traded over the twenty (20) day trading-period immediately preceding the date on which the payment of the Earnout Shares to be received by such other Eligible Earnout Recipients)Consideration is triggered.

Earnout. (a) After Buyer shall submit to Seller, within thirty (30) days following the Closing, subject to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number conclusion of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (eachcalendar month, a “Triggering Event”): monthly report setting forth (i) the Trading Price equaling or exceeding $11.50 per share for five aggregate cast house production (5measured in metric tons) consecutive Trading Days and, without duplication, molten aluminum sales volume (measured in metric tons) at the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the Mt. Holly Fa▇▇▇▇▇▇▇ syndrome or y for each calendar month beginning October 1, 2014 and ending December 1, 2015 and (ii) the occurrence of any other clinical development program for Pharmaceutical Products developed by a Target Company (Business Interruption Event and the “Clinical Milestone” and together receipt of any Business Interruption Recovery Amount, with the Share Price Milestone, first such report being due within thirty (30) days following the “Earnout Milestones”). The share price threshold set forth above is referred to herein as end of the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like first calendar month ending after the ClosingClosing Date. Notwithstanding anything to the contrary in this Agreement, in no event shall the Buyer be liable to the Seller for any inaccuracies contained in any report delivered pursuant to this Section 2.7(a), provided, however, that the Buyer shall inform the Seller of any material inaccuracy contained in any such report within a reasonable time after the Buyer becomes actually aware of such material inaccuracy. (b) In On or prior to January 31, 2016, the event that during Buyer shall prepare and deliver to the Earnout Period Pubco is subject to Seller a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) statement (the “Change of Control PriceEarnout Statement”) that is equal to or greater than setting forth the Share Price Target, then, subject to Buyer’s calculation of the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a)Earnout Amount. (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during Earnout Amount reflected therein shall become final and binding upon the applicable portion Buyer and the Seller on the 60th day following the Buyer’s delivery thereof to the Seller unless the Seller gives written notice of its disagreement with any component of the Earnout PeriodStatement (the “Earnout Objection Notice”) to the Buyer prior to such date. An Earnout Objection Notice shall specify in reasonable detail the nature of any such disagreement and include all supporting schedules, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Periodanalyses, or the Change of Control Price in the event of a Change of Control (working papers and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth thereinother documentation. If such written statement an 28 Earnout Objection Notice complying with the preceding sentence is delivered given by the Seller in a Representative Party within such ten (10) Business Day periodtimely manner, then the Representative Parties Earnout Statement (as revised in accordance with this Section 2.7(c)) shall negotiate become final, binding and non-appealable upon the earlier of (i) the date on which the Buyer and the Seller resolve in writing any disputes with respect to the matters specified in such Earnout Objection Notice, or (ii) the date on which any such disputes are finally resolved in writing by the Accounting Firm. During the 60-day period following the delivery of an Earnout Objection Notice in compliance with this paragraph, the Buyer and the Seller shall seek in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter disputes with respect to the determination matters specified in the Earnout Objection Notice. If, at the end of such 60-day period, the Buyer and the Seller have not resolved such disputes, the Buyer and the Seller shall submit to be made by the Independent Expert. All fees Accounting Firm for review and expenses resolution of the Independent Expert, any and all other out-of-pocket costs and expenses incurred by a Representative Party matters that remain in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇dispute. The Independent Expert will determine only those issues still Buyer and the Seller shall use their respective good faith efforts to cause the Accounting Firm to render a decision resolving the matters in dispute with respect within 60 days following the submission of such matters to such Earnout Statement as of the Independent Expert Notice Date Accounting Firm. The Accounting Firm shall (A) allow the Buyer and the Independent Expert’s determination will Seller to submit written presentations and supporting evidence regarding their respective positions, copies of which shall be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert other Party, (B) include reasons for each relevant determination in its written statement, (C) review only, and base the resolution of the calculations in dispute solely on, the submissions by a Representative Party the Buyer and the Seller and (D) not perform an independent review or audit of financial information, unless so requested in connection with such presentations writing by the Buyer and the Seller. The Accounting Firm shall address only the calculations in dispute and any materials delivered to the Independent Expert in response to requests items directly impacted thereby, and any resolution of a disputed calculation by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to Accounting Firm shall not be outside the Independent Expert range for such calculation created by the submissions of the disputed items, Buyer and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery)Seller. The Representative Parties will request that the Independent ExpertAccounting Firm’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will shall be set forth in a written statement delivered to the Representative Parties and will shall be final, conclusive, binding and non-appealable appealable. All fees and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination expenses of the Accounting Firm shall be borne by the Buyer and the Seller in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with inverse proportion as each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact prevail on the Trading Pricevalue of (and not the quantity of) matters resolved by the Accounting Firm, which inverse proportionate allocations shall also be determined by the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities Accounting Firm at the time the applicable Triggering Event occurs. The right to receive determination of the Accounting Firm is rendered on the merits of the matters submitted. (d) Within 10 Business Days after the Earnout Shares pursuant to this Amount is finally determined in accordance with Section 1.13 is personal to Eligible Earnout Recipients and is not transferable2.7(c), assignablethe Buyer shall pay, or otherwise alienablecause to be paid, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary Seller, by bank wire transfer of immediately available funds to an account designated in this Agreementwriting by the Seller, only Eligible the lesser of (a) the Earnout Recipients Amount and (b) $22,500,000; provided, however, that, if the Earnout Amount is a negative number, the Seller shall instead pay, or cause to be entitled paid, to receive Earnout Shares upon satisfaction the Buyer, by bank wire transfer of immediately available funds to an account designated in writing by the Buyer, the lesser of (a) the absolute value of the applicable Triggering Events, Earnout Amount and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Considerationb) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients)$12,500,000.

Earnout. The Sellers shall be eligible to receive the Earnout Amount from the Purchaser on the terms set forth in this Section 2.08. (a) After the Closing, subject The Purchaser shall use its reasonable best efforts to deliver to the terms Sellers as promptly as practicable after December 31, 2015 (and, in any event, no later than April 14, 2016) true and conditions set forth hereincomplete copies of the audited consolidated balance sheets of the Purchaser for the fiscal year ended as of December 31, the Eligible Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000)2015, divided by (ii) the Redemption Price (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closingrelated audited consolidated statements of income, including to account for any equity securities into which such shares are exchanged or converted) and cash flows (the “2015 Financial Statements”) and a written statement setting forth the Purchaser’s calculation, together with reasonable supporting detail, of the Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing Amount (the “Initial Earnout PeriodStatement”) or ). For purposes of this Section 2.08, Adjusted EBITDA will be calculated in accordance with the achievement of certain clinical milestones specified below during accounting principles and practices used by the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) Companies prior to the issuance date hereof; provided that revenue recognition of the Earnout Shares, such Eligible Earnout Recipient’s participation Companies and the Company Subsidiaries will be calculated in accordance with the Earnout Shares shall decrease proportionally updated revenue recognition principles (percentage of completion) of the Companies to the number of such shares no longer held by such Eligible Earnout Recipient at the time extent those updated principles are used in preparation of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing2015 Financial Statements. (b) In Throughout the event that period following receipt by the US Seller of the Initial Earnout Statement until the determination of the Final Earnout Statement, the Purchaser, the Companies and the Company Subsidiaries shall permit the US Seller and its Representatives reasonable access (with the right to make copies), during normal business hours upon reasonable advance notice, to the relevant financial books and records of the Purchaser, the Companies and the Company Subsidiaries for the purposes of the review and objection right contemplated herein, together with reasonable access to the individuals responsible for the preparation of the Initial Earnout Period Pubco is subject to a Change Statement and the 2015 Financial Statements (including the independent auditors of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(bCompanies) in connection therewith) (the “Change of Control Price”) that is equal order to or greater than the Share Price Target, then, subject respond to the terms inquiries of the US Seller and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a)its Representatives related thereto. (c) During The US Seller shall deliver to the Purchaser by the Objection Deadline Date either a notice indicating that it accepts the Initial Earnout PeriodStatement (which shall be a Notice of Acceptance for purposes of this Section 2.08), Pubco’s Chief Financial Officer or a detailed statement describing its objections to the Initial Earnout Statement (which shall be a Notice of Disagreement for purposes of this Section 2.08). If the US Seller timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute (and such matters shall be Disputed Items for purposes of this Section 2.08). Any component of the calculations set forth in the Initial Earnout Statement that is not the subject of a timely delivered Notice of Disagreement shall be final and binding upon the parties hereto, unless the resolution of any such Disputed Item affects an undisputed component of the Initial Earnout Statement, in which case such undisputed component shall, notwithstanding the failure to object to such component in the Notice of Disagreement, be considered a “CFO”Disputed Item” to the extent affected by such resolved Disputed Item. (d) The dispute resolution procedures of Section 2.06(d) shall monitor apply to the Trading Price on each Trading Day Final Earnout Statement, mutatis mutandis. (e) The Final Earnout Statement shall be final and monitor binding upon the potential achievement parties hereto for the purposes of this Agreement upon the earliest to occur of: (i) the delivery by the US Seller of a Notice of Acceptance or the failure of the Clinical Milestone, US Seller to deliver a Notice of Disagreement by the Objection Deadline Date with respect to the Initial Earnout Statement; (ii) the resolution of all Disputed Items by the US Seller and shall, as promptly as practicable the Purchaser pursuant to Section 2.08(d); and (and in any event within iii) the resolution of all Unresolved Objections pursuant to Section 2.08(d) by the Neutral Accountant. Within five (5) Business Days) Days after becoming aware that an the Final Earnout Milestone has been achieved, prepare Statement becomes final and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth binding upon the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved andparties hereto, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party Amount is a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day periodpositive amount, then the Representative Parties Purchaser shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute pay to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to Sellers an Earnout Statement is submitted in accordance with this Section 1.13 amount equal to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested Earnout Amount by the Independent Expert, a reasonable engagement letter with respect wire transfer of immediately available funds to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error)Purchase Price Bank Account. (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients).

Earnout. (a) After Following the Acquisition Closing, subject to within five (5) Business Days after the terms and conditions set forth hereinoccurrence of a Triggering Event, the Eligible Earnout Recipients (as defined below) Domesticated SPAC shall have the contingent right issue or cause to receive an additional aggregate number of Pubco Ordinary Shares equal be issued to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (iix) the Redemption Price Eligible Company Equityholders with respect to such Triggering Event the following shares of Domesticated SPAC Common Stock (subject to equitable adjustment which shall be equitably adjusted for share stock splits, share reverse stock splits, stock dividends, combinationsreorganizations, recapitalizations and the recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Domesticated SPAC Common Stock occurring after the Acquisition Closing, including to account for any equity securities into which such shares are exchanged or converted) (the “Earnout Shares”), with each Eligible ) constituting the Per Share Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, Consideration as additional consideration based on for the Trading Price Company interests acquired in connection with the Acquisition Merger, and (y) the holders of Pubco Ordinary Shares during Management Earnout RSUs, with respect to such Triggering Event, the five following shares of Domesticated SPAC Common Stock (5) year period 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 Domesticated SPAC Common Stock occurring after the Closing Acquisition Closing) (the “Management Earnout PeriodShares”) or constituting the achievement Per Management Earnout RSU Consideration, in the case of certain clinical milestones specified below during each of (x) and (y), upon the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior terms and subject to the issuance of conditions set forth in this Agreement and the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”):Ancillary Agreements: (i) upon the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (occurrence of Triggering Event I, a one-time issuance of 3,333,333 Earnout Shares to the “Share Price Milestone”); orEligible Company Equityholders and 1,666,667 Management Earnout Shares to the holders of Management Earnout RSUs; (ii) upon the beginning occurrence of Triggering Event II, a Phase 3 clinical trial with one-time issuance of 3,333,333 Earnout Shares to the FDA Eligible Company Equityholders and 1,666,667 Management Earnout Shares to the holders of Management Earnout RSUs; and (or approval by iii) upon the FDA occurrence of Triggering Event III, a Biologics License Application without one-time issuance of 3,333,334 Earnout Shares to the need for a Phase 3 clinical trial) for Eligible Company Equityholders and 1,666,666 Management Earnout Shares to the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “holders of Management Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the ClosingRSUs. (b) In For the event that during avoidance of doubt, the Eligible Company Equityholders and the holders of Management Earnout Period Pubco is subject RSUs with respect to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares and Management Earnout Shares, respectively, upon satisfaction the occurrence of each Triggering Event; provided, however, that each Triggering Event shall only occur once, if at all, and in no event shall the Eligible Company Equityholders and the holders of Management Earnout RSUs be entitled to receive more than an aggregate of 10,000,000 Earnout Shares and 5,000,000 Management Earnout Shares pursuant to this ‎Section 3.03. (c) If, during the Earnout Period, there is a Change of Control pursuant to which the Domesticated SPAC or its stockholders have the right to receive consideration implying a value per share of Domesticated SPAC Common Stock (as agreed in good faith by the Sponsor and the board of directors of the applicable Domesticated SPAC) of: (i) less than $12.50, then this ‎Section 3.03 shall terminate and no Earnout Shares or Management Earnout Shares shall be issuable hereunder; (ii) greater than or equal to $12.50 but less than $15.00, then, (A) immediately prior to such Change of Control, the Domesticated SPAC shall issue 3,333,333 shares of Domesticated SPAC Common Stock (less any Earnout Shares issued prior to such Change of Control pursuant to ‎Section 3.03(a)) to the Eligible Company Equityholders with respect to the Change of Control, (B) immediately prior to such Change of Control, the Domesticated SPAC shall issue 1,666,667 shares of Domesticated SPAC Common Stock (less any Management Earnout Shares issued prior to such Change of Control pursuant to ‎Section 3.03(a), provided that in no event shall such subtraction result in a negative number of shares or require a forfeiture of shares) to the holders of Management Earnout RSUs with respect to the Change of Control and (C) thereafter, this ‎Section 3.03 shall terminate and no further Earnout Shares or Management Earnout Shares shall be issuable hereunder; (iii) greater than or equal to $15.00 but less than $18.00, then, (A) immediately prior to such Change of Control, the Domesticated SPAC shall issue 6,666,666 shares of Domesticated SPAC Common Stock (less any Earnout Shares issued prior to such Change of Control pursuant to ‎Section 3.03(a)) to the Eligible Company Equityholders with respect to the Change of Control, (B) immediately prior to such Change of Control, the Domesticated SPAC shall issue 3,333,334 shares of Domesticated SPAC Common Stock (less any Management Earnout Shares issued prior to such Change of Control pursuant to ‎Section 3.03(a), provided that in no event shall such subtraction result in a negative number of shares or require a forfeiture of shares) to the holders of Management Earnout RSUs with respect to the Change of Control and (C) thereafter, this ‎Section 3.03 shall terminate and no further Earnout Shares or Management Earnout Shares shall be issuable hereunder; or (iv) greater than or equal to $18.00, then, (A) immediately prior to such Change of Control, the Domesticated SPAC shall issue 10,000,000 shares of Domesticated SPAC Common Stock (less any Earnout Shares issued prior to such Change of Control pursuant to ‎Section 3.03(a)) to the Eligible Company Equityholders with respect to the Change of Control, (B) immediately prior to such Change of Control, the Domesticated SPAC shall issue 5,000,000 shares of Domesticated SPAC Common Stock (less any Management Earnout Shares issued prior to such Change of Control pursuant to ‎Section 3.03(a), provided that in no event shall such subtraction result in a negative number of shares or require a forfeiture of shares) to the holders of Management Earnout RSUs with respect to the Change of Control and (C) thereafter, this ‎Section 3.03 shall terminate and no further Earnout Shares or Management Earnout Shares shall be issuable hereunder; (d) The Domesticated SPAC Common Stock price targets set forth in the definitions of Triggering EventsEvent I, Triggering Event II and Triggering Event III, and any subsequent transferee in clauses ‎(i), ‎(ii), ‎(iii) and ‎(iv) of ‎Section 3.03(c) shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or assignee other like change or transaction with respect to Domesticated SPAC Common Stock occurring after the Acquisition Closing. (e) At all times during the Earnout Period, the Domesticated SPAC shall keep available for issuance a sufficient number of any Pubco Ordinary Shares shares of unissued Domesticated SPAC Common Stock to permit the Domesticated SPAC to satisfy in full its issuance obligations set forth in this ‎Section 3.03 and shall take all actions reasonably required (including by convening any shares received as Merger Considerationstockholder meeting) to increase the authorized number of Domesticated SPAC Common Stock if at any time there shall not have be insufficient unissued Domesticated SPAC Common Stock to permit such reservation. In no event will any right to receive any Earnout Shares or Management Earnout Shares be represented by any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes negotiable certificates of any Pubco Ordinary kind, and in no event will any holder of a contingent right to receive Earnout Shares received or Management Earnout Shares take any steps that would render such rights readily marketable. (f) The Domesticated SPAC shall take such actions as Merger Consideration following are reasonably requested by the Eligible Company Merger Effective TimeEquityholders and the holders of the Management Earnout RSUs to evidence the issuances pursuant to this ‎Section 3.03, including through the provision of an updated stock ledger showing such Eligible issuances (as certified by an officer of the Domesticated SPAC responsible for maintaining such ledger or the applicable registrar or transfer agent of the Domesticated SPAC). (g) During the Earnout Recipient’s participation in Period, the Domesticated SPAC shall use reasonable best efforts for the Domesticated SPAC to remain listed as a public company on, and for the Domesticated SPAC Common Stock (including, when issued, the Earnout Shares shall decrease proportionally and the Management Earnout Shares) to be tradable over the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time national securities exchange (as defined under Section 6 of the Triggering Event (and all other Eligible Earnout Recipients Exchange Act) on which the shares of Domesticated SPAC Common Stock are then listed; provided, however, that subject to ‎Section 3.03(c), the foregoing shall receive not limit the Domesticated SPAC from consummating a pro rata increase in the number Change of Earnout Shares to be received by such other Eligible Earnout Recipients)Control or entering into a contract that contemplates a Change of Control.

Earnout. (a) After the Closing, subject Standard Pacific shall cause Buyer to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) shall have the contingent right pay to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fiftyeach Seller his Pro-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of an aggregate amount equal to 20% of the positive Company Pre-Tax Income for each of the three years ending December 31, 2003, 2004 and 2005 (each an "Earnout Payment" and collectively, the "Earnout"); provided, however, that in no event will the aggregate amount of the Earnout exceed Seven Million Dollars (the "Earnout Cap"). Said Earnout is deemed part of the Purchase Price. If the amount of Company Pre-Tax Income is negative with respect to any particular year, such negative amount shall be carried forward to the following year and such negative amount shall be included in the calculation of the Earnout SharesPayment for such following year; provided, further, after calculation of the Earnout Payment for such following year, if any negative amount carried forward remains as additional consideration based of the end of such following year, that negative amount shall be carried forward to subsequent years and included in the calculation of the Earnout Payment for such subsequent years. (b) Not later than ten (10) days after the audit committee of the Board of Director's of Standard Pacific approves Standard Pacific's year-end financial statements, Buyer shall prepare and deliver to each Seller its calculation of the Earnout Payment for the immediately preceding fiscal year. Within 30 days following Buyer's notification to the Sellers of its calculation of the applicable Earnout Payment, the Sellers shall deliver to Buyer a notice of objection signed by both Sellers (an "Objection Notice") or a notice of acceptance signed by either Seller (an "Acceptance Notice") with respect to the calculation of the Earnout Payment. Buyer shall provide the Sellers and their accountants and other representatives, upon reasonable advance notice, access to the books and records of the Company relating to the calculation of the Earnout Payment as may be reasonably requested by the Sellers. Buyer's Calculation of each Earnout Payment shall be final and binding on the Trading Price parties if an Acceptance Notice is delivered to Buyer or if no Objection Notice is delivered to Buyer within such 30 day period. Any Objection Notice shall specify the items disputed, shall describe the reasons for the objection thereof, shall state the amount in dispute and shall state Sellers' calculation of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout PeriodPayment. If an Eligible Earnout Recipient transfersObjection Notice is given, sellsthe Sellers and Buyer shall consult with each other with respect to the objection. If the parties are unable to reach agreement within 15 days after an Objection Notice has been given, any unresolved disputed items shall be promptly referred to KPMG LLP, provided however, if either of the parties has used the services of KPMG LLP at any time in the six month period prior to such selection of an accounting firm, then the unresolved items shall be promptly referred to such other accounting firm mutually agreed to by the parties (KPMG LLP, if neither of the parties had used KPMG LLP's services at any time during the six month period prior to KPMG LLP's selection, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (such other than Excluded Transfers) prior to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is firm are referred to herein as the “Share Price Target”, and such Share Price Target "Unrelated Accounting Firm"). The Unrelated Accounting Firm shall be subject directed to equitable adjustment for share splitsrender a written report on the unresolved disputed issues as promptly as practicable (but in no event later than 45 days following submission of the matter to the Unrelated Accounting Firm) and to resolve only those issues of dispute set forth in the Objection Notice. The resolution of the dispute by the Unrelated Accounting Firm shall be final and binding on the parties. The fees and expenses of the Unrelated Accounting Firm shall be borne equally between the Sellers and Buyer; provided, share dividendshowever, combinations, recapitalizations and the like after the Closing. (b) In the event that during if the Earnout Period Pubco is subject to a Change Payment calculated by one of Control at an express or implied price per share in the applicable transaction parties (taking into account any issuance of Earnout Shares the "Differing Party") pursuant to this Section 1.13(b) in connection therewith) (subsection differs from the “Change final determination of Control Price”) that is equal to or greater the Unrelated Accounting Firm by more than the Share Price Target, then, subject twenty percent to the terms and conditions detriment of this Agreementsuch Differing Party, a Triggering Event then such Differing Party shall be considered to have occurred pursuant to Section 1.13(a)responsible for the payment of all of the fees and expenses of the Unrelated Accounting Firm. (c) During If either Seller delivers to Buyer the Acceptance Notice referred to in Section 2.3(b) or the Sellers fail to deliver an Objection Notice within the 30 day period required by Section 2.3(b) with respect to any Earnout Payment, Buyer shall pay to the Sellers any amounts which Buyer's calculation shall indicate to be owed to the Sellers within five Business Days after the delivery of such Acceptance Notice or the expiration of such 30 day period, as the case may be. Alternatively, if the Sellers deliver to Buyer the Objection Notice referred to in Section 2.3(b), within five Business Days after such delivery, Buyer shall pay the undisputed portion, if any, of the amount owed and, within five Business Days after the resolution of any dispute by the parties or the Unrelated Accounting Firm relating to the Objection Notice, Buyer shall pay the remainder owed, if any. Any payment pursuant to this Section 2.3 shall be considered an adjustment to the Purchase Price, and shall be made in immediately available funds. If Buyer has not delivered its calculation of the Earnout Period, Pubco’s Chief Financial Officer (Payment for any applicable fiscal year to the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement Sellers by January 31 of the Clinical Milestonefollowing fiscal year, and shall, as promptly as practicable Buyer shall be obligated to pay simple interest thereon at the rate of eight percent (and in any event within five (58%) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price per annum calculated beginning on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details February 1 of such Change following fiscal year and ending on the day prior to the date of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubcopayment. (d) Each Representative Party will have ten From the Closing Date until January 1, 2006 (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries or until the payment in full of the CFO Earnout, if earlier), Standard Pacific: (i) shall not, without the prior written consent of the Sellers, such consent not to be unreasonably withheld, conditioned or delayed, commingle the business of the Company with any other division of Standard Pacific; provided, however, that the Sellers acknowledge and related personnel and advisors agree that (A) Standard Pacific may restructure the business of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising Company into any number of separate entities so long as such restructuring does not result in the course commingling of their review thereofthe business of the Company with any other division of Standard Pacific (all reference to the Company in this Section 2.3 include the business of the Company restructured as described in this Section 2.3(d)(i)) and (B) Standard Pacific will sweep cash out of the Company in the manner that Standard Pacific sweeps cash from Standard Pacific's other divisions (such swept cash to be treated as a non-interest bearing intercompany receivable of the Company in the same manner as Standard Pacific's other divisions); (ii) shall not burden the Company with debt incurred on behalf of the operations of Standard Pacific other than the operations of the Company; provided, however, that the Sellers acknowledge and Pubcoagree that (A) the Company will be a guarantor of various obligations of Standard Pacific, but any payments made by the Target Companies Company in respect of any guarantees will be disregarded for purposes of calculating Company Pre Tax Income, (B) general corporate overhead will be allocated to the Company in the same manner as such overhead is allocated to Standard Pacific's other divisions from time to time, (C) the cost of insurance will be allocated to the Company in the same manner as it is allocated to Standard Pacific's other divisions based on claims history, product type, volume and their respective Subsidiaries other relevant factors; and (D) intercompany interest will be charged on qualified assets (as described in SFAS 34 "Capitalization of Interest"), stale inventory, investments in joint ventures and on such other assets as Standard Pacific may charge its other divisions from time to time. (iii) shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention Company an amount of capital reasonably necessary to accomplish the CFOCompany's business plan attached hereto as Exhibit G (the "Business Plan"); provided, however, that the Sellers acknowledge and agree that the Business Plan may be revised in such a manner so as to result in a reduction in the amount of capital reasonably necessary to accomplish the revised Business Plan either, (A) by the mutual agreement of Standard Pacific and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout PeriodSellers, or (B) by Standard Pacific, acting alone, if the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, Company fails to meet or exceed budgeted Company Pre-Tax Income as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients)Business Plan for any particular year.

Earnout. (a) After Until the fifth (5th) anniversary of the Closing, subject no later than the tenth (10th) day of each calendar month, Buyer shall pay to Seller an amount in cash to the terms and conditions account set forth herein, on Section 2.11(a) of the Eligible Earnout Recipients Seller Disclosure Letter (or to such other account as defined below) shall have the contingent right may be specified by Seller from time to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or convertedtime) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout PeriodDesignated Account”) equal to the Monthly Earnout Amount for the immediately preceding calendar month. For the avoidance of doubt, the Monthly Earnout Amount is independent of any performance at the Facility and shall be due and payable regardless of the operating capacity, operating condition or actual operation of the Facility, or the achievement actual purchase of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, natural gas or otherwise disposes sale of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval power by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the ClosingFacility. (b) In Concurrently with, or prior to, each payment described in Section 2.11(a), Buyer shall deliver to Seller its good faith calculation of the event that during Monthly Earnout Amount for the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share immediately preceding month, which such calculation shall be presented in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, form attached as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement Exhibit E (each, a “Monthly Earnout Statement”). If Seller objects to any matter set forth in the Monthly Earnout Statement, then it shall provide Buyer written notice thereof (an “Objection Notice”) within ten (10) days after receipt thereof; provided, that sets Seller and Buyer shall be deemed to have agreed upon all items and amounts in the Monthly Earnout Statement that are not disputed by Seller in such written notice. If Buyer and Seller are unable to agree on any matter set forth in such Objection Notice in accordance with this Section 2.11(b) within thirty (30) days after delivery of such Objection Notice, the CFO’s Parties shall submit such dispute to the Independent Accountants, shall cause such firm to make a final and binding determination as to only those matters in dispute on a timely basis, and, in any event, within thirty (30) days following its appointment, and shall cause such firm promptly to notify the Parties in writing of its resolution. In making such determination, such firm shall (i) the Trading Price on each Trading Day for limit its review to matters specifically set forth in such month and the preceding month Objection Notice as disputed items (other than matters subsequently resolved), and (ii) whether an Earnout Milestone has been met and not assign to any such disputed item a Triggering Event has occurred during those months. In addition, as soon as practicable, and value higher than or lower than the values set forth in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, Statement or such Objection Notice. The Parties shall not authorize the “Earnout Statements”) Independent Accountants to each Representative Party indicating that a Change modify or amend any term or provision of Control has occurred, along with this Agreement or modify items previously agreed among the details Parties. Each of such Change Seller and Buyer shall be liable for and pay one-half of Control, including the applicable Change of Control Price for the Change of Control, fees and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure other costs charged by the CFO Independent Accountants in connection with any dispute under this Section 2.11(b). If (A) Seller does not object to prepare or provide any amounts set forth in a Monthly Earnout Statement referenced within the time period and in the manner set forth in the first sentence of this Section 1.13(c2.11(b), nor (B) Seller consents in writing to any error contained within an Earnout Statementof the amounts set forth therein, (C) any amounts are agreed to in writing by the Parties or (D) the Independent Accountants have made a final and binding determination of any amounts in accordance with this Section 2.11(b), then such amounts shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubcobecome final, binding and non-appealable upon the Parties for all purposes hereunder. (dc) Each Representative Party will have If ERCOT posts any correction to any Day-Ahead Market price, the Parties shall adjust the Monthly Earnout Amount for any calendar month affected by such correction. If any such correction results in an increase in any Monthly Earnout Amount, Buyer shall pay to Seller an amount equal to such increase (i) before the Monthly Earnout Amount for such amount is paid, by increasing such Monthly Earnout Amount when paid or (ii) after the Monthly Earnout Amount for such amount is paid, by payment in cash by Buyer to Seller to the Designated Account simultaneously with the next succeeding Monthly Earnout Amount or, if there are no further Monthly Earnout Amounts due, within ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewithsuch correction is posted. If either Representative Party has any objections such correction results in a decrease in any Monthly Earnout Amount (A) before the Monthly Earnout Amount for such month is paid, Buyer shall decrease the payment to Seller by an amount equal to such decrease or (B) after the Monthly Earnout StatementAmount for such month is paid, such Representative Party shall deliver to Pubco (1) to the attention extent the amount of such decrease is less than or equal to the CFOnext succeeding Monthly Earnout Amount, Buyer shall reduce the next succeeding Monthly Earnout Amount by an amount equal to such decrease, (2) to the extent the amount of such decrease is more than the next succeeding Monthly Earnout Amount, Buyer shall reduce the next succeeding Monthly Earnout Amount to zero and Seller shall pay to Buyer an amount equal to the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If excess of such written statement is not delivered by a Representative Party decrease over such Monthly Earnout Amount within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then after such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Periodcorrection is posted, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred)3) if there are no further Monthly Earnout Amounts due, as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties Seller shall negotiate in good faith pay to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to Buyer an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect amount equal to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients decrease within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of after such Earnout Sharescorrection is posted. (gd) Following If the Closing Permian Gas Index, the Waha Gas Index or the Odessa Market Price (including during the Earnout Period)each, Pubco and its Subsidiariesan “Index”) is temporarily unavailable for any reason, including the Target Companiesunavailability of the specified service or publication reporting such Index, will then the Parties shall use good faith efforts to find a suitable replacement index for such temporary period. If any Index is unavailable for a period of one hundred and eighty (180) consecutive days or more or ceases to be entitled published, then the Parties shall cooperate in good faith to operate their respective businesses based upon their respective business requirementspromptly select a suitable replacement publication or reference price that is generally accepted in the energy industry. Each If the Parties are unable to agree on a replacement publication(s) or reference price within a thirty (30)-day period, then either Party may refer the matter to the Independent Accountants on terms that the Independent Accountants shall provide a substitute market publication(s) or reference price or a combination thereof to be the new Index for calculation of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Gas Cost or Power Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestonesapplicable. (he) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary contained in this Agreement, only Eligible Earnout Recipients Seller shall be entitled permitted to receive Earnout Shares upon satisfaction of the transfer its rights and obligations pursuant to this Section 2.11, so long as such transfer complies with applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients)Law.

Earnout. (a) After In addition to the PubCo Ordinary Shares issued pursuant to Section 4.2, 4.3 and 4.4 above, at the Closing, subject to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) shall have the contingent right to receive an 6,000,000 additional aggregate number of Pubco PubCo Class B Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) (the “Earnout Shares”), will be placed in an escrow account with Trustee (the “Earnout Escrow Account” and such Earnout Shares placed in the Earnout Escrow Account, the “Escrowed Earnout Shares”) for the benefit of certain Persons selected at the Company’s discretion (the “Earnout Shareholders”) pursuant to an Escrow Agreement between PubCo, Trustee and the Principal Shareholder, as the representative of the Earnout Shareholders (the “Earnout Escrow Agreement”) in form and substance reasonably satisfactory to the parties thereto; provided, that the Principal Shareholder shall only be a party to the Earnout Escrow Agreement in its capacity as the representative of the Earnout Shareholders if duly appointed by the Earnout Shareholders. Each Earnout Shareholder shall be shown as the registered owner of its, his, or her respective pro rata portion (as determined in the Company’s discretion) of the Escrowed Earnout Shares on the books and records of PubCo (in respect of each Eligible Earnout Recipient receiving its Shareholder, its, his, or her, “Pro Rata Portion”), and shall be entitled to exercise voting rights and all share rights with respect to such Escrowed Earnout Shares. (b) Subject to adjustment pursuant to Section 4.6(d) below, the Earnout Shareholders shall have the right to receive their Pro Rata Portion of such the Escrowed Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received Date as Merger Consideration (other than Excluded Transfers) prior to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”):follows: (i) the Trading Price equaling or exceeding $11.50 per share for Pro Rata Portion of 3,000,000 Earnout Shares (collectively, the “2024 Earnout Shares”) will be issued and delivered by PubCo to each Earnout Shareholder within five (5) consecutive Trading Business Days following the date of filing of an annual report on Form 20-F or 10-K, whichever is applicable, by PubCo with the SEC containing an audited report issued by the independent auditor of PubCo for PubCo’s audited consolidated annual financial statements for the fiscal year ending September 30, 2024 prepared in accordance with U.S. GAAP (the “Share Price MilestonePubCo 2024 Audited Financials”); or, if and only if, such PubCo 2024 Audited Financials reflect consolidated revenue in excess of RMB 436,000,000.00 during fiscal year 2024; (ii) subject to clause (iii) below, the beginning Pro Rata Portion of a Phase 3 clinical trial 3,000,000 Earnout Shares (collectively, the “2025 Earnout Shares”) will be issued and delivered by PubCo to each Earnout Shareholder within five (5) Business Days following the date of filing of an annual report on Form 20-F or 10-K, whichever is applicable, by PubCo with the FDA (or approval SEC containing an audited report issued by the FDA independent auditor of a Biologics License Application without the need for a Phase 3 clinical trial) PubCo for the Target Companies’ clinical development program PubCo’s audited consolidated annual financial statements for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company fiscal year ending September 30, 2025 prepared in accordance with U.S. GAAP (the “Clinical Milestone” PubCo 2025 Audited Financials”), if and together only if, such PubCo 2025 Audited Financials reflect consolidated revenue in excess of RMB 583,000,000.00 during fiscal year 2025; and (iii) if the PubCo 2024 Audited Financials do not reflect consolidated revenue in excess of RMB 436,000,000.00 during fiscal year 2024, but the total consolidated revenue reflected by the PubCo 2024 Audited Financials and the PubCo 2025 Audited Financials is in excess of RMB 1,019,000,000.00 during fiscal year 2025, the Pro Rata Portion of 6,000,000 Earnout Shares will be issued and delivered by PubCo to each Earnout Shareholder within five (5) Business Days following the date of filing of the PubCo 2025 Audited Financials. For the avoidance of doubt, and subject to adjustment pursuant to Section 4.6(d) below, the maximum aggregate number of Earnout Shares available to Company Shareholders pursuant to this Section 4.6 shall not exceed 6,000,000. (c) Any Escrowed Earnout Shares remaining in the Earnout Escrow Account following the Final Earnout Release Date, will be surrendered back to PubCo without consideration by the Earnout Shareholders execution of an irrevocable surrender of shares. The Principal Shareholder, in its capacity as the representative of the Earnout Shareholders, on behalf of the Earnout Shareholders, shall instruct Trustee to unconditionally release the surrendered portion of such Escrowed Earnout Shares from the Earnout Escrow Account to PubCo, and PubCo shall cancel such surrendered portion of such Escrowed Earnout Shares in accordance with the Share Price MilestoneEarnout Escrow Agreement. (d) The applicable number of Earnout Shares, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”if any, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the like PubCo Ordinary Shares after the Closing. (b) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms Closing and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients)Release Date.

Earnout. (a) After the Closing, subject to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as 2.4.1 As promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five ninety (590) days following each of the fiscal years ended December 31, 2013, 2014 and 2015, Buyer will deliver to the Members a written notice setting forth in reasonable detail Buyer’s calculation of Actual EBITDA, in the case of the fiscal years ended December 31, 2013 and 2014, and Actual EBITDA and Actual Cumulative EBITDA, in the case of the fiscal year ended December 31, 2015 (each, an “EBITDA Notice”). Upon receipt of an EBITDA Notice, the Members and their Representatives shall be given reasonable access to all of the books and records of the Company relating to such notice. 2.4.2 The Members shall have thirty (30) Business DaysDays following receipt of an EBITDA Notice to review it and to notify Buyer in writing if the Members dispute any item or amount set forth on such EBITDA Notice, after a Change of Control of Pubco, specifying the CFO will send a written statement (a “Change of Control Earnout Statement” and, reasons therefor in reasonable detail together with the Triggered Members’ calculation of such item or amount (each, an “Earnout Statements Dispute Notice” and each item or amount on the Earnout Dispute Notice, an “Earnout Disputed Item”). Other than the Earnout Disputed Items, the Members shall be deemed to have accepted all items and amounts contained in such EBITDA Notice. 2.4.3 In the event that the Members shall deliver an Earnout Dispute Notice to Buyer, Buyer and the Monthly Members shall attempt to resolve any Earnout StatementsDisputed Item as promptly as practicable and, upon such resolution, if any, any adjustments to the EBITDA Notice shall be made in accordance with the agreement of Buyer and the Members. If, for any reason, Buyer and the Members are unable to resolve any Earnout Disputed Item within fifteen (15) Business Days of the Members’ delivery of such Earnout Dispute Notice, such dispute shall be resolved by the Independent Accountant Arbitrator; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Buyer and the Members shall within fifteen (15) Business Days after the end of such fifteen (15)-Business Day period agree on an alternate independent accounting firm, or in default thereof such selection shall be made by AAA, which accounting firm shall be the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of ControlIndependent Accountant Arbitrator” hereunder, and indicating whether such determination shall be final and binding on, and shall not be subject to appeal by, Buyer or the Members, and may be entered and enforced as provided in Section 12.3. If there is a Triggering Event has occurred as a result referral to the Independent Accountant Arbitrator, each of such Change of Control. Notwithstanding Buyer and the foregoingMembers agree, neither any failure if requested by the CFO Independent Accountant Arbitrator, to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether execute a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have reasonable engagement letter and submit to the Independent Accountant Arbitrator not later than ten (10) Business Days after its receipt of an appointment, a written statement summarizing such Party’s position on the Earnout Statement to review itDisputed Items, together with such supporting documentation as such Party deems necessary. The Representative PartiesIndependent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Buyer and the Members, and their respective Representatives on their behalfnot by independent review, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with only the Earnout Statement arising in the course of their review thereofDisputed Items that have not been settled by negotiation, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to each Earnout Disputed Item shall be an Earnout Statement is submitted in accordance with this Section 1.13 to amount within the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute range established with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent ExpertDisputed Item by Buyer’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect calculation delivered pursuant to such disputed items by the Representative Parties to the Independent Expert and not Section 2.4.1, on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Sharesone hand, and the Eligible Earnout Recipients will not have any right Members’ calculation delivered pursuant to claim Section 2.4.2, on the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurshand. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients Independent Accountant Arbitrator shall be entitled instructed to receive Earnout Shares upon satisfaction of use reasonable best efforts to deliver to Buyer and the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive Members a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients).written report setting forth the

Earnout. (a) After At the Closing, subject and as additional consideration for the Merger and the other Transactions, Acquiror shall issue or cause to be issued in the name of each holder of Company Common Stock its, his or her pro rata share of a number of shares of Acquiror Common Stock equal to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to quotient obtained by dividing (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided 300,000,000 by (ii) the Redemption Price ten dollars and fifteen cents (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 shares are exchanged or converted$10.15) (the “Earnout Shares”)) and, in accordance with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of actual or deemed written instructions from the Company, Acquiror shall deposit or cause to be deposited such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing shares at an account (the “Earnout PeriodEscrow Account”) or with an escrow agent reasonably selected by Acquiror (the achievement of certain clinical milestones specified below during “Escrow Agent”) in accordance with an escrow agreement in form and substance reasonably acceptable to Acquiror and the Earnout Period. If an Eligible Earnout Recipient transfersCompany, sellsto be entered into on the Closing Date by and among Acquiror, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of Company and the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering EventEscrow Agent. The Eligible Earnout Recipients parties hereto agree that the Company Stockholders shall be entitled to receive 100% treated as the owners of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon for so long as they are in the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share Escrow Account for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”income Tax purposes, and shall file all Tax Returns consistent with such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closingtreatment. (b) In Promptly upon the event that during occurrence of any Triggering Event, Acquiror shall prepare and deliver, or cause to be prepared and delivered, a written notice to the Escrow Agent (a “Release Notice”), which Release Notice shall set forth the specific release instructions with respect thereto (including the number of Earnout Shares to be released to each Company Stockholder). No Company Stockholder shall, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, any of the Earnout Shares until the date on which the relevant Triggering Event has occurred as described in Section 3.09(d) and such shares have been released to the Company Stockholders. Any Earnout Shares not eligible to be released from the Escrow Account in accordance with the terms of Section 3.09(d) on or before the last day of the Earnout Period Pubco is subject shall immediately thereafter be forfeited to a Change Acquiror and canceled and the Company Stockholders shall not have any rights with respect thereto. Effective as of Control at an express or implied price per share in the applicable transaction (taking into account any issuance Closing, each Company Stockholder shall have the right to vote each of its Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (until such Earnout Shares are forfeited as if the “Change Company Stockholder was the owner of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions record of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a)such Earnout Shares. (c) During Until Earnout Shares have been released or forfeited hereunder, an amount equal to any dividends or distributions with respect to such Earnout Shares shall accrue and be payable to the Company Stockholders as if the Earnout Period, Pubco’s Chief Financial Officer Shares had been released prior to the record date for such dividends or distributions (the “CFOAttributed Dividends”). The Attributed Dividends shall be released, pro rata amongst the Company Stockholders, upon the release of the corresponding Earnout Shares from the Escrow Account. (d) The Earnout Shares shall be released and delivered from the Escrow Account and distributed to or on behalf of the Company Stockholders upon receipt of the applicable Release Notice by the Escrow Agent as follows: (i) upon the occurrence of Triggering Event I, one-sixth (1/6) of the Earnout Shares shall be released; (ii) upon the occurrence of Triggering Event II, one-sixth (1/6) of the Earnout Shares shall be released; (iii) upon the occurrence of Triggering Event III, one-sixth (1/6) of the Earnout Shares shall be released; (iv) upon the occurrence of Triggering Event IV, one-sixth (1/6) of the Earnout Shares shall be released; (v) upon the occurrence of Triggering Event V, one-sixth (1/6) of the Earnout Shares shall be released; and (vi) upon the occurrence of Triggering Event VI, one-sixth (1/6) of the Earnout Shares shall be released. (e) The right of the Company Stockholders to receive the Earnout Shares is solely a contractual right, will not be evidenced by a certificate or other instrument and does not constitute a security. (f) Each Triggering Event shall only occur once, if at all; provided, that such Triggering Events may be achieved at the same time or on overlapping Trading Days. (g) Notwithstanding anything to the contrary contained herein, no fraction of a Earnout Share will be issued, and each Person who would otherwise be entitled to a fraction of a Earnout Share (after aggregating all fractional Earnout Shares that otherwise would be received by such holder in connection with the occurrence of such Triggering Event) shall monitor instead have the Trading Price on each Trading Day and monitor number of Earnout Shares issued to such Person rounded up to the potential achievement of the Clinical Milestonenearest whole Earnout Share. (h) If, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after there is a Change of Control that will result in the holders of PubcoAcquiror Common Stock receiving a per share price (based on the value of the cash, securities or in-kind consideration being delivered in respect of such Acquiror Common Stock, as determined in good faith by the CFO will send a written statement (a “Change Acquiror Board) equal to or in excess of Control Earnout Statement” andthe applicable share price required in connection with Triggering Events I, together with II or III, then immediately prior to the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details consummation of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a (a) any such Triggering Event that has not previously occurred as a result of shall be deemed to have occurred and (b) the Company Stockholders shall be eligible to participate in such Change of Control. Notwithstanding the foregoingIf, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, there is an Change of Control that will result in the potential achievement holders of Acquiror Common Stock receiving a per share price (based on the value of the Share Price Milestone cash, securities or in-kind consideration being delivered in respect of such Acquiror Common Stock, as determined in good faith by the Clinical Milestone during Acquiror Board) that is less than the applicable portion share price required in connection with Triggering Events I, II or III and such Triggering Event has not previously occurred, then this Section 3.09 shall terminate and no Earnout Shares shall be issuable hereunder with respect to such Triggering Event(s) in connection with or following completion of the Earnout Period, or the Change of Control Price Control. (i) The issuance of Earnout Shares is intended to comply with, and shall be effected in the event accordance with, Rev. Proc. 84-42, 1984-1 C.B. 521, unless otherwise required by a Tax Authority as a result of a Change “determination” within the meaning of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10Section 1313(a) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(eCode (or any similar or corresponding provision of applicable Law). (ej) If a dispute In the event the issuance of Earnout Shares is subject to the notification and waiting period requirements of the HSR Act or the receipt of consents or approvals under any other applicable Antitrust Laws (an “Antitrust Issuance”), Acquiror’s obligation to make such issuance shall be delayed until, and contingent upon the occurrence of, the time that all applicable Persons have filed all required notifications under the HSR Act and any other applicable Antitrust Laws and all applicable waiting periods under the HSR Act (including any extensions thereof) have expired or terminated and any required consents and approvals under other applicable Antitrust Laws have been obtained with respect to an such Antitrust Issuance. (k) The Earnout Statement is submitted Shares and the underlying target price for Triggering Events I, II and III will be adjusted appropriately to reflect any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible in accordance with this Section 1.13 to the Independent Expert for final resolutionAcquiror Common Stock), the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to executereorganization, if requested by the Independent Expertrecapitalization, a reasonable engagement letter reclassification, combination, exchange of shares or other like change with respect to the determination Acquiror Common Stock, occurring on or after the date hereof and prior to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving time any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13Shares are issued. It is the intent of the parties hereto that such adjustments will be made in order to provide the activities of Company Stockholders with the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that same economic effect as contemplated by this Agreement as if no formal arbitration rules should be followed (including rules change with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error)Acquiror Common Stock had occurred. (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (hl) For purposes the avoidance of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time doubt and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients)released and delivered from the Escrow Account and distributed to or on behalf of the Company Stockholders shall be so released, delivered and distributed within five (5) years of the Closing Date.

Earnout. (a) After For each of the Closingfiscal years ending December 31, subject to the terms 2017 and conditions set forth hereinDecember 31, the Eligible Earnout Recipients 2018 (as defined below) shall have the contingent right to receive each, an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or ), the achievement Partnership shall prepare and deliver to Proppants, within 90 days after the end of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of the Earnout Shares, each such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (eachfiscal year, a “Triggering Event”): (i) written notice specifying the Trading Price equaling or exceeding $11.50 per share calculation of Partnership Adjusted EBITDA for five (5) consecutive Trading Days such fiscal year (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout MilestonesPartnership Adjusted EBITDA Notice”). The share price threshold set forth above is referred If Partnership Adjusted EBITDA for the fiscal year ending December 31, 2017 exceeds $73.1 million, then the Partnership shall pay Proppants an additional $5,000,000 in cash with respect to herein as the “Share Price Target”Contribution Transactions. If Partnership Adjusted EBITDA for the fiscal the year ending December 31, and such Share Price Target 2018 exceeds $150.6 million, then the Partnership shall be subject pay Proppants an additional $5,000,000 in cash with respect to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the ClosingContribution Transactions. (b) In If Proppants objects to the event that during the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period Pubco is subject to a Change of Control at an express or implied price per share as set forth in the applicable transaction Partnership Adjusted EBITDA Notice, then Proppants shall provide the Partnership with written notice of same (taking into account any issuance which notice shall contain a reasonably detailed explanation of the basis for such objection) (such notice, an “Objection Notice”) within 30 days after the receipt of the Partnership Adjusted EBITDA Notice. If Proppants fails to object to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Shares pursuant Period as set forth in the Partnership Adjusted EBITDA Notice within such 30 days period, then Proppants shall be deemed to have agreed with and accepted the Partnership’s calculation of Partnership Adjusted EBITDA with respect to such Earnout Period for all purposes of this Agreement. If Proppants timely provides an Objection Notice as contemplated by this Section 1.13(b) in connection therewith) 2.3(b), then, for a period of 30 days after the Partnership’s receipt of such Objection Notice (the “Change of Control PriceDispute Resolution Period”), the Partnership shall (i) that is equal to or greater than the Share Price Target, then, subject provide Proppants with reasonable access to the terms books, records (including work papers, schedules, memoranda and conditions other documents), supporting data, facilities and employees of this Agreementthe Partnership for purposes of evaluating the calculation of Partnership Adjusted EBITDA and (ii) reasonably cooperate with Proppants and its representatives in connection with such review, including providing on a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a)timely basis all other information reasonably necessary or useful in connection with the review of the calculation of Partnership Adjusted EBITDA. (c) During If Proppants provides an Objection Notice in accordance with Section 2.3(b) and the Earnout Partnership and Proppants cannot agree on the calculation of Partnership Adjusted EBITDA during the Dispute Resolution Period, Pubco’s Chief Financial Officer (then the “CFO”) shall monitor the Trading Price on each Trading Day Partnership and monitor the potential achievement Proppants will submit their respective calculations of the Clinical Milestone, and shall, as promptly as practicable items in dispute (and in including any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver adjustments the parties wish to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred make as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO negotiations up to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery such submission) to EEPB, P.C. or an accounting firm of national standing agreed to by the applicable Earnout Statement, then such Representative Party Partnership and Proppants (the “Accountant”). The Accountant will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicablereview each party’s calculations, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 each disputed item, make a selection as to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert which of the disputed itemsitems presented to it is, and each Representative Party will be entitledin the aggregate, as part more accurate (selecting one of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be such items without interpolation or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discoveryadjustment). The Representative Parties decision of the Accountant will request that the Independent Expert’s determination be made within forty-five (45) 20 days after its engagementbeing engaged, or as soon thereafter as possiblereasonably practicable, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable final and binding on the parties hereto. The costs and expenses of the Accountant will be split evenly by the Partnership and Proppants. Each of the Partnership and Proppants will make available to the Accountant all reasonably relevant books and records relating to the calculations submitted and all other information reasonably requested by the Accountant for all purposes hereunder (other than for fraud or manifest error)of evaluating the calculation of Partnership Adjusted EBITDA. (fd) If there is a final determination in accordance with The Conflicts Committee shall review and approve the calculation of Partnership Adjusted EBITDA as determined under this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares2.3. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients).

Earnout. (a) After the ClosingIn connection with this Section 2.5, subject Acquisition Sub shall ----------- deliver to the terms Representative 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 conditions set forth hereinending on the first anniversary of such date, the Eligible "Earnout Recipients ------- Period"), financial statements of Acquisition Sub setting forth the amount of ------ aggregate Net Income of Acquisition Sub (as defined below) 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 the Net Income of Acquisition Sub equals or exceeds the Target Amount, Acquisition Sub shall have the contingent right pay to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven IVonyx One Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted1,000,000) (the “"Earnout Shares”)Payment") in accordance --------------- with the terms of this Section 2.5. If the Acquisition Sub Financial Statements ----------- indicate that Net Income is less than the Target Amount, with each Eligible then unless the Representative gives written notice to Acquisition Sub on or before the twentieth (20th) calendar day after the Representative's receipt of 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 no obligation to pay the Earnout Recipient receiving its Earnout Pro Rata Portion Payment to IVonyx. If the Representative so notifies Acquisition Sub of his objection to the Acquisition Sub Financial Statements, the Representative and Acquisition Sub shall, within twenty (20) 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 end of such Earnout Sharestwenty (20) day period, as additional consideration based on the Trading Price Representative and Acquisition Sub are unable to resolve such disagreements, the independent accountants of Pubco Ordinary Shares Acquisition Sub and the Representative shall jointly select a third independent auditor of recognized national standing to resolve any remaining disagreements, which third independent auditor shall not have provided accounting services to Acquisition Sub, Parent or any IVonyx Party during the five (5) year period after immediately preceding the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”Date, and such Share Price Target shall which auditor so selected will be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(ewriting and will be conclusive and binding upon the Parties (the "Independent Accountant"). (e) If a dispute with respect . Acquisition Sub and ---------------------- the Representative shall use their reasonable efforts to an Earnout Statement is submitted in accordance with this Section 1.13 to cause the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e)Accountant to make its determination within thirty (30) calendar days of accepting its selection. Each Representative Party agrees to execute, if requested The determination by the Independent ExpertAccountant shall be final, a reasonable engagement letter with respect to binding and conclusive on the determination to be made by the Independent ExpertParties. All The fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will Accountant shall be borne by ▇▇▇▇▇. The the Representative if the Net Income determined by the Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as Accountant is less than the Target Amount; otherwise, the fees and expenses of the Independent Expert Notice Date and the Independent Expert’s determination will Accountant shall be based solely upon and consistent with the terms and conditions of this Agreementborne by Acquisition Sub. The determination by the Independent Expert will be based solely on presentations with respect Subject to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; providedSection 10.13 below, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereaftercalendar days ------------- after (i) receipt by the Representative of Acquisition Sub Financial Statements which reflect aggregate Net Income equal to or in excess of the Target Amount, or (ii) in the event of a disagreement, the date of determination by the Independent Accountant that aggregate Net Income equals or exceeds the Target Amount, Acquisition Sub shall pay the Earnout Payment to IVonyx; provided, however, that if the Independent Accountant determines that IVonyx is entitled, under this Section 2.5, to the Earnout Payment from ----------- Acquisition Sub, Acquisition Sub shall pay the Earnout Payment with each Eligible interest from the period commencing on the one hundredth (100th) day following the Closing Date to the date the Earnout Recipient receiving its Earnout Pro Rata Portion Payment is actually paid at the compound rate of such Earnout Sharesten percent (10%) per annum. (gb) Following The Earnout Payment (and any interest thereon) shall be made by cashiers or certified bank check or by wire transfer of immediately available funds to an account specified by IVonyx. The Earnout Payment shall, to the Closing extent required by law, be deemed to include interest at the applicable federal rate under the Code (including it being understood that such deemed interest will not affect the amount due and payable under this Section 2.5). ----------- (c) In connection with the operation of the Business after the Closing, the Koop Parties agree to maintain separate divisional books and records for the Business in accordance with generally accepted accounting principles, consistently applied. The Koop Parties and IVonyx agree to act in good faith during the Earnout Period), Pubco Period relative to the Business and its Subsidiaries, including the Target Companies, will be entitled not to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including take actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, would be unfairly prejudicial or Company SAFEs immediately prior discriminatory to the Company Merger Effective Time Business or to the interests of IVonyx in receiving the Earnout Payment and (ii) is are not taken in good faith for valid business reasons. (d) Upon delivery of the Acquisition Sub Financial Statements, Acquisition Sub shall afford to IVonyx and its accounting representatives prompt and reasonable access upon reasonable notice to all information reasonably necessary to verify calculation of the Net Income. Acquisition Sub shall make its employees who are familiar with such matters, its independent outside accounting firm and its outside actuarial advisors (if any) available to IVonyx and its representatives on a holder mutually convenient basis at reasonable times during normal business hours to provide an explanation of Pubco Ordinary Shares received such materials and to provide such other information [(including, but not limited to, accountants' work papers and reserve calculations)] as Merger Consideration IVonyx and its representatives may reasonably request in exchange for such Company Securities at connection with its review of the time the applicable Triggering Event occurs. The right Acquisition Sub Financial Statements. (i) failure by Acquisition Sub to receive Earnout Shares pursuant to pay any amount when due under this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable2.5; or ----------- (ii) any direct or indirect sale or transfer of all or substantially all of the assets of Acquisition Sub; unless the purchaser assumes the Koop Parties' obligations under this Section 2.5; or ----------- (iii) any sale of stock, assignablemerger, consolidation, share exchange, business combination, or otherwise alienablesimilar transaction which results in persons other than the holders of Acquisition Sub's common stock immediately prior to such transaction holding a number of shares of Acquisition Sub's common stock possessing the power, whether by operation under ordinary circumstances, to elect a majority of Law or otherwise, except by will the Board of Directors of Acquisition Sub or the laws surviving entity following any such transaction; unless the surviving entity confirms that it will remain obligated to comply with the terms of descent and distribution. Notwithstanding anything this Section 2.5 to the contrary same extent as the Koop ----------- Parties. In the event that one or more Events of Default described in subsections (i) or (ii) above shall occur, then the Earnout Payment shall be immediately due and payable without demand, notice or declaration of any kind whatsoever, notwithstanding whether or not the Net Income equals or would have equaled the Target Amount. In the event of the occurrence of any Event of Default, IVonyx may exercise any remedies set forth in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee Section 2.5 or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares ----------- otherwise in this Agreement or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally other rights and remedies available to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients)IVonyx under applicable law.

Earnout. (a) After Within sixty (60) days after the Closingend of each of the First Earnout Period, subject the Second Earnout Period and the Third Earnout Period, Buyer shall prepare and deliver to the terms and conditions Securityholder Representative a written statement (each an “Earnout Statement”), which, for the avoidance of doubt, will include each of the components set forth hereinon the Base Plan Schedule, setting forth its calculation of the Eligible Adjusted EBITDA for such period in accordance with the Base Plan Schedule, compared against the Earnout Recipients (as defined below) shall have calculation for the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) applicable Earnout Period set forth on Schedule 2.5 attached hereto (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout MilestonesBase Plan Schedule”). The share price threshold For purposes of clarity, nothing in the Base Plan Schedule shall alter the Adjusted EBITDA targets set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closingin Schedule 2.5(c). (b) In the event that during the Earnout Period Pubco is subject to a Change Within thirty (30) days following delivery by Buyer of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each the Securityholder Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver written notice to Pubco (Buyer of any good faith disagreement that the Securityholder Representative has with respect to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (contents thereof which notice explains, in reasonable detail), the basis for its disagreement. If During such written statement is not delivered by a period, Buyer shall provide the Securityholder Representative Party within ten (10) Business Days following and his Representatives reasonable access to the date relevant books and records and employees of delivery the Group Companies for the purpose of facilitating the Securityholder Representative’s review of the applicable Earnout Statement. In the event that the Securityholder Representative does not notify Buyer in writing of a disagreement with respect to the Earnout Statement within such thirty (30)-day period, then such Representative Party will have waived its right to contest such Earnout Statement shall be deemed final, conclusive and binding on the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth thereinparties. If such written statement is delivered by the Securityholder Representative delivers a Representative Party notice of disagreement within such ten thirty (10) Business Day 30)-day period, then Buyer and the Securityholder Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty disagreement. If Buyer and the Securityholder Representative, notwithstanding such good faith effort, fail to resolve such disagreement within thirty (2030) days thereafter. If after the Securityholder Representative Parties do not reach a final resolution within such twenty (20) day periodnotifies Buyer of its disagreement, then, upon the written request of either Representative Party, the Representative Parties will refer then the dispute shall be submitted for final and binding resolution to the Independent Accounting Expert for final resolution of the dispute in accordance with the procedures set forth in Sections 2.3(c) and (d), which shall apply hereto mutatis mutandis. (c) If the Adjusted EBITDA, as finally determined pursuant to Section 1.13(e2.5(b), for the First Earnout Period, Second Earnout Period and/or Third Earnout Period exceeds the applicable thresholds set forth on Schedule 2.5(c), the Earnout Payment with respect to such period shall be as set forth on Schedule 2.5(c). For the avoidance of doubt, each Securityholder hereby acknowledges and agrees that (i) Adjusted EBITDA shall be measured solely with respect to each Earnout Period and in no event shall any Adjusted EBITDA with respect to any Earnout Period be “carried forward” to a future Earnout Period, or be “carried back” to a prior Earnout Period and (ii) if the Earnout payment for the First Earnout Period or the Second Earnout Period as finally determined pursuant to this Section 2.5 is Zero Dollars ($0), the Securityholders shall have no rights to receive any Earnout payment in respect of such Earnout Period (including by way of any future “catch up” payment), notwithstanding the fact that the Adjusted EBITDA for subsequent Earnout Period(s) results in Earnout payments being made for such subsequent Earnout Period(s). (d) All amounts payable pursuant to this Section 2.5 shall be paid within five (5) Business Days from the date on which the Adjusted EBITDA for the pertinent period is finally determined, by wire transfer of immediately available funds: (a) with respect to the Members, to the Securityholder Representative for further distribution to each Member in accordance with each Member’s Additional Pro Rata Share and (b) with respect to the Optionholders, to the Company to be paid by the Company to the applicable Optionholders (less applicable withholding and any Taxes required to be paid by the Group Companies with respect thereto) on or before the next regularly scheduled payroll date following such payment in accordance with each Securityholder’s Additional Pro Rata Share. Buyer shall have no right to withhold and set off any amounts owed by the Member to Buyer under the terms of this Agreement against amounts payable pursuant to this Section, except as contemplated by Section 2.4(b) and Article 8. (e) If During each Earnout Period: (i) Buyer shall operate the Business in good faith consistent with the manner in which Buyer operates its other acquired business units, applicable Law and its third-party obligations; (ii) Buyer shall operate the Group Companies as a dispute separate profit center, business unit or division which will maintain separate books and records sufficient for the calculation of the Earnout, provided that Buyer may, at its discretion, move or integrate certain corporate functions of the Business (including with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to corporate, finance, human resources and legal functions), and allocate the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and applicable expenses of any Group Company to Buyer or Buyer Parent instead. For purposes of determining the Independent Expertappropriate sharing of revenue for transactions between the Buyer and the Group Companies, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before (A) the Independent Expert, Group Companies will be borne allocated sixty five percent (65%) of revenue generated and recognized by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; providedBuyer, that such presentations will be deemed to include any work papers, records, accounts Buyer Parent or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder Affiliates (other than for fraud the Group Companies) or manifest errortheir respective business divisions (other than the Business) as a result of cross-marketing or referrals from the Group Companies and/or the Business and (B) Buyer will be allocated sixty five (65%) of revenue generated and recognized by any Group Company or the Business as a result of cross-marketing or referrals from Buyer, Buyer Parent or their respective Affiliates (other than the Group Companies) or their respective business divisions (other than the Business); and (iii) Buyer shall not, or permit its Affiliates to, take any action, or knowingly omit to take any action, with the primary intent of impeding achievement of or reducing the amount of the Earnout. (f) If there is a final determination in accordance with this Section 1.13 that If, prior to the Eligible Earnout Recipients are entitled to receive end of the Earnout Shares Period, Buyer effects a Company Sale at a price that is equal to or greater than the price actually paid pursuant to this Agreement (as adjusted for there being a Triggering Eventpartial sales), then the maximum amount of the Earnout Shares payments contemplated in Section 2.5(c) for the period in which the Company Sale occurs and any future periods (but not any past periods) (the “Outstanding Earnout Payment”) shall be accelerated and become due and payable without further action required on the part of any party hereto. In the event of such Triggering Event will be due upon such final determination and Pubco will deliver such shares acceleration, Buyer shall make (or cause the applicable acquirer or surviving company to make) the Eligible Outstanding Earnout Recipients Payment within ten two (102) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence consummation of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisionsCompany Sale. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout RecipientCompany Sale” means a Company Security Holder who any transaction or series of transactions pursuant to which any Person, other than Buyer or an Affiliate of Buyer, acquires, directly or indirectly: (i) was a holder 50% or more of Company Ordinary Sharesthe outstanding equity, In-the-Money Company Optionsvoting securities or beneficial ownership of the Group Companies (whether by merger, consolidation, reorganization, combination, amalgamation, sale, transfer or Company SAFEs immediately prior to the Company Merger Effective Time and otherwise) or (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction majority of the applicable Triggering Eventsassets of the Group Companies, and any subsequent transferee or assignee determined on a consolidated basis. For purposes of any Pubco Ordinary Shares (including any shares received as Merger Consideration) clarity, Company Sale shall not have any right to receive any Earnout Shares include indirect acquisitions of the Group Companies’ equity and/or assets effectuated by the acquisition of the equity and/or assets of Buyer or any portion thereof. If an Eligible Earnout Recipient transfers, sells, its Affiliates (other than the Group Companies or otherwise disposes a holding company substantially all of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation assets of which are the equity interests of the Group Companies) or minority investments in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients)Group Companies.

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) After by .079406 (the Closing“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 set forth hereinfor the Earnout, some of which are as follows: The term of the Eligible Earnout Recipients (as defined below) earnout period shall have commence on the contingent right Closing Date and shall continue until the first to receive an additional aggregate number occur of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000)a period of 36 months from the Closing Date, divided by or (ii) the Redemption Price (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations date the Vacant Space has been fully leased and is occupied by tenants then satisfying the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing Occupancy Conditions (the “Earnout Period”) or ). During the achievement term of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration Period (other than Excluded Transfers) and prior to the issuance satisfaction of the Earnout SharesOccupancy Conditions of any portion of the Vacant Space by a new tenant), such Eligible Earnout Recipient’s participation in Seller shall be responsible for the Earnout Shares shall decrease proportionally monthly pro rata share of taxes, insurance and common area expenses (collectively, the “Operating Expenses”) allocable to the number of such shares no longer held by such Eligible Earnout Recipient Vacant Space. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to the time of estimated aggregate Operating Expenses for the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to Vacant Space payable during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout MilestonesOperating Expense Escrow”). The share price threshold set forth above is referred to herein as Purchaser shall draw down on the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that Operating Expense Escrow during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account pay any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject Operating Expenses allocable to the terms Vacant Space as same become due. Once any portion of the Vacant Space is leased to, and conditions of this Agreementoccupied by, a Triggering Event 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 balance of the Operating Expense Escrow allocable to said space shall be considered promptly paid to have occurred pursuant to Section 1.13(a). (c) During Seller. Upon the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion expiration of the Earnout Period, the potential achievement balance of the Share Price Milestone or Operating Expense Escrow, if any, shall be paid to Seller. Seller shall continue to serve as the Clinical Milestone 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 Change Vacant Space is fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of Control Price the Earnout Period. Any amounts remaining in the event of a Change of Control Leasing Escrow after payment to Purchaser and/or Seller (and whether a Change of Control has occurredas applicable), as applicableprovided 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 determination 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 whether a Triggering Event the Vacant Space (and such new occupant has occurredsatisfied the Occupancy Conditions), in each casePurchaser shall, as set forth therein. If such written statement is delivered by a Representative Party within such upon ten (10) Business Day perioddays 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 after its receipt thereof by Purchaser, and in the event Purchaser fails to respond within an additional two (2) business days after a 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 deemed approved) and such lease is signed by the tenant and delivered to Purchaser but Purchaser fails to execute and deliver such lease within two (2) business days after receipt of the second notice described above, then the Representative Parties lease shall negotiate in good faith be deemed to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested have been executed by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement Purchaser as of the Independent Expert Notice Date and the Independent Expertsixth (6th) business day following Purchaser’s determination will be based solely upon and consistent with the terms and conditions receipt of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error)same. (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients).

Earnout. (a) After the ClosingBuyer shall prepare and deliver, subject or cause to be prepared and delivered, to the terms and conditions set Sellers’ Representative, no later than sixty (60) days after each Earnout Period, a statement setting forth hereinthe Company’s AUM for the most recently completed Earnout Period along with a calculation of the applicable Earnout Payment for the most recently completed Earnout Period, the Eligible Earnout Recipients together with supporting documents (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) (the “Earnout SharesStatement”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In The calculations set forth in each Earnout Statement shall be final, conclusive and binding upon the event parties unless the Sellers’ Representative delivers to Buyer, within the thirty (30) days following the date on which an Earnout Statement was delivered (a “Earnout Statement Review Period”), a written notice (a “Earnout Statement Notice of Objection”) that during the Sellers’ Representative, on behalf of the Sellers, disagrees with any calculations set forth in an Earnout Statement and setting forth the Sellers’ Representative calculation of the disputed amount, a description in reasonable detail of the grounds for each such disagreement and the Sellers’ Representative calculation of Company’s AUM for the most recently completed Earnout Period based on such objections (each such item or amount as to which the Sellers’ Representative disagrees and set forth in the Earnout Period Pubco is subject Statement Notice of Objection, an “Earnout Item of Disagreement”). During an Earnout Statement Review Period, the Sellers’ Representative, on behalf of the Sellers, and its accountants (which may be the Company’s accountants as of the date of this Agreement) shall, at the Sellers’ Representative’s expense, on behalf of the Sellers, be permitted reasonable access to a Change review the working papers of Control at an express Buyer relating to the applicable Earnout Statement to verify the accuracy thereof; provided, that in order to review such accountant’s working papers the Sellers’ Representative and its accountants shall execute any confidentiality agreements, releases or implied price per share waivers customarily required by such accountant in connection therewith. Except for those Earnout Items of Disagreement set forth in the applicable transaction (taking into account any issuance Earnout Statement Notice of Objection, Buyer and the Sellers’ Representative, on behalf of the Sellers, shall be deemed to have agreed with all other items and amounts set forth in the applicable Earnout Shares Statement, which items and amounts shall be conclusive and binding upon all of the parties. All information disclosed to Sellers’ Representative or its representatives pursuant to this Section 1.13(b2.5(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a)confidential information of Buyer, and the Sellers’ Representative shall, and shall cause its representatives to, keep all such information strictly confidential. (c) During In the event that the Sellers’ Representative delivers an Earnout Statement Notice of Objection to Buyer within the applicable Earnout Statement Review Period, Pubco’s Chief Financial Officer (Buyer and the “CFO”) shall monitor the Trading Price Sellers’ Representative, on each Trading Day and monitor the potential achievement behalf of the Clinical MilestoneSellers, and shall, as promptly as practicable (and will negotiate in any event within five (5) Business Days) after becoming aware that an good faith to resolve all applicable Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable periodItems of Disagreement. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business DaysIf, after a Change period of Control thirty (30) days following the date on which an Earnout Statement Notice of PubcoObjection is delivered, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements Buyer and the Monthly Sellers’ Representative, on behalf of the Sellers, have not resolved each such Earnout StatementsItem of Disagreement, then either Buyer or the “Sellers’ Representative shall be entitled to submit all such Earnout Statements”) Items of Disagreement that remain unresolved to each Representative Party indicating that a Change of Control has occurredthe Independent Accountant, along with pursuant to the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced procedures set forth in this Section 1.13(c2.4(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten Within five (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (105) Business Days following the date of delivery of on which the Company’s AUM and the corresponding Earnout Payments for the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute Period are finally determined in accordance with the procedures set forth in foregoing provisions of this Section 1.13(e)2.5, Buyer shall pay, or cause to be paid, to the Sellers’ Representative, on behalf of the Sellers, an amount equal to the Earnout Payment. (e) If a dispute From and after the Effective Time, Buyer and its Affiliates (i) have complete control and sole and absolute discretion with respect to an Earnout Statement is submitted in accordance decisions concerning the operations of the Company, the Subsidiaries and their respective businesses (whether or not consistent with this Section 1.13 such operations prior to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees Effective Time) and (ii) are only required to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party take actions in connection with resolving the Company and its Subsidiaries that Buyer and its Affiliates believe to be in the best interests of Buyer and, as applicable, its Affiliates, and do not owe any dispute hereunder before the Independent Expertduties, will be borne express or implied, to any Sellers or any of their respective Affiliates by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions virtue of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts Section 2.5 (other than to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed itemspayments, and each Representative Party will be entitledif any, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this due under Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery2.5). The Representative Parties will request Company’s AUM is speculative and subject to numerous risks and uncertainties, many of which may be outside the control of Buyer, and there is no assurance that the Independent ExpertCompany’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, AUM threshold will be set forth achieved. Notwithstanding the foregoing, Buyer and its Affiliates shall act in a written statement delivered good faith, and, except as required by applicable Law, shall not take any action(s) or implement no strategy(ies) the primary purpose of which is to unreasonably and materially interfere with the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error)Sellers’ ability to achieve the Earnout Payments. (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive any portion of the Earnout Shares pursuant to this Section 1.13 Payments (i) is personal to Eligible Earnout Recipients solely a contractual right and is not transferablea security (and shall confer upon the Sellers only the rights of a general unsecured creditor); (ii) will not be represented by any form of certificate or instrument; (iii) does not give any Seller any dividend rights, assignablevoting rights, liquidation rights, preemptive rights or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent other similar rights and distribution(iv) is not redeemable. Notwithstanding anything herein to the contrary contrary, the Earnout Payments are subject to Purchaser’s right of setoff in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction Section 8.9.” j. Section 2.6 of the applicable Triggering Events, Purchase Agreement is hereby amended and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received restated in its entirety as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients).follows:

Earnout. (a) After If the Closing, subject to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to Revenue: (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars equals or exceeds $43,000,000 ($57,500,000the “Projected Revenue”), divided by then Parent shall pay, or caused to be paid, to the Company Securityholders in accordance with their respective Pro Rata Portions, an aggregate amount equal to $25,000,000 (the “Projected Earnout”); (ii) equals 90% of the Redemption Price Projected Revenue (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 shares are exchanged or converted$38,700,000) (the “Earnout SharesRevenue Floor”), then Parent shall pay, or caused to be paid, to the Company Securityholders in accordance with each Eligible Earnout Recipient receiving its Earnout their respective Pro Rata Portion of such Earnout SharesPortions, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing an aggregate amount equal to $12,500,000 (the “Earnout PeriodFloor”); (iii) is less than the Projected Revenue, but exceeds the Revenue Floor, then Parent shall pay or caused to be paid, to the achievement of certain clinical milestones specified below during Company Securityholders in accordance with their respective Pro Rata Portions, an aggregate amount calculated using straight line interpolation between the Earnout Period. If an Eligible Floor and the Projected Earnout Recipient transfersand the Revenue Floor and the Projected Revenue (for example, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to if the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100Revenue equals 95% of the Earnout Shares Projected Revenue (and their right to receive $40,850,000), such Earnout Shares calculated amount shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding be $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”18,750,000); or (iiiv) is less than the beginning Revenue Floor, Parent shall not be required to pay any amounts pursuant to this Section 1.14. Notwithstanding the foregoing, for all purposes of a Phase 3 clinical trial this Agreement, the aggregate amount of the Earnout Payment payable to the Company Securityholders shall be reduced by an amount, determined by the Securityholder Representative Committee and provided to Parent and the Paying Agent in writing, equal to the fees payable to TripleTree in connection with the FDA earnout set forth in this Section 1.14 pursuant to the terms of the TripleTree Engagement Letter (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestonesuch payment, the “TripleTree Earnout MilestonesPayment”). The share price threshold set forth above is referred Parent shall not be liable to herein as the “Share Price Target”, and such Share Price Target shall be subject any Company Stockholder for any amount paid to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the ClosingTripleTree pursuant to this Section 1.14. (b) In Within ninety (90) days after December 31, 2016, Parent shall cause to be prepared and delivered to the event that during the Earnout Period Pubco is subject to Securityholder Representative Committee a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) certificate (the “Change Earnout Certificate”), setting forth Parent’s good faith determination of Control Price”) that is equal to or greater than the Share Price TargetRevenue, thenthe Earnout Payment and, subject to the terms and conditions of this Agreementin each case, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a)reasonably detailed calculation thereof. (c) During the Earnout Period, Pubco’s Chief Financial Officer thirty (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement 30)-day period following delivery of the Clinical MilestoneEarnout Certificate to the Securityholder Representative Committee, Parent will allow the Securityholder Representative Committee (and its Representatives) reasonable access to such books, records, work papers, employees and accountants of Parent and the Surviving Corporation used in or who have information used in calculating the amounts set forth in the Earnout Certificate as the Securityholder Representative Committee may reasonably request (including by electronic means, to the extent available), and shall, shall provide such other cooperation as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure reasonably requested by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by PubcoSecurityholder Representative Committee. (d) Each Within thirty (30) days following receipt by the Securityholder Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion Committee of the Earnout PeriodCertificate, the potential achievement Securityholder Representative Committee shall deliver written notice to Parent of any dispute the Share Price Milestone Securityholder Representative Committee has with respect to the preparation or the Clinical Milestone during the applicable portion content of the Earnout PeriodCertificate. If the Securityholder Representative Committee does not so notify Parent of a dispute with respect to the Earnout Certificate within such thirty (30)-day period, or the Change of Control Price in Earnout Certificate will be final, conclusive and binding on the Company Securityholders and the Securityholder Representative Committee. In the event of such notification of a Change of Control (and whether a Change of Control has occurred)dispute, as applicable, Parent and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Securityholder Representative Party within such ten (10) Business Day period, then the Representative Parties Committee shall negotiate in good faith to resolve any such objections for a period of twenty dispute. If Parent and the Securityholder Representative Committee, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (2015) days thereafterafter the Securityholder Representative Committee advised Parent of its objections, then Parent and the Securityholder Representative Committee jointly shall engage a mutually agreed upon accounting firm (the “Earnout Accounting Firm”) to resolve such dispute. If the Representative Parties do The Earnout Accounting Firm shall not reach a final resolution within such twenty (20) day periodhave any material relationship with Parent, then, upon the written request of either Representative PartyMerger Sub, the Securityholder Representative Parties will refer Committee or their respective Affiliates, and shall be chosen by and mutually acceptable to both Parent and the dispute to Securityholder Representative Committee; provided that if Parent and the Independent Expert for final resolution Securityholder Representative Committee cannot agree on the appointment of the dispute Earnout Accounting Firm, each shall select an independent accountant of nationally recognized standing and such independent accountants shall select a third to act as the Earnout Accounting Firm. The Earnout Accounting Firm shall make all determinations in accordance with this Agreement, shall make a determination of only those items remaining in dispute between Parent and the Securityholder Representative Committee within thirty (30) days of having the item referred to it pursuant to such procedures set forth as it may require, and in Section 1.13(e)doing so shall only be permitted or authorized to determine an amount with respect to any such disputed item that is either the amount of such disputed item as proposed by Parent in the Earnout Certificate or as proposed by the Securityholder Representative Committee in any notice of disagreement. All costs, fees and expenses of the Earnout Accounting Firm shall be allocated between Parent, on the one hand, and the Securityholder Representative Committee, on the other hand, in the same proportion that the aggregate amount of the disputed items so submitted to the Earnout Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Earnout Accounting Firm) bears to the total disputed amount of such items so submitted. The determination of the Earnout Accounting Firm shall be final and binding on the parties and non-appealable. (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to From the Independent Expert for final resolutionClosing Date through and including December 31, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute2016, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent ExpertParent shall, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before shall cause the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations Surviving Corporation and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will of its Subsidiaries to, use their commercially reasonable efforts to make their respective presentations as promptly as practicable following submission to achieve the Independent Expert Projected Revenue and pay the Projected Earnout. Without limiting the generality of the disputed itemsforegoing, from the Closing Date through and including December 31, 2016, Parent shall not, and each Representative Party will be entitled, as part shall not authorize or permit its Affiliates (including the Surviving Corporation and any of its presentation, Subsidiaries) to respond to the presentation of the other Representative Party and take any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is action with the intent of avoiding or reducing the parties hereto that the activities payment of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error)Earnout Payment. (f) If there Notwithstanding anything to the contrary herein, the Projected Earnout shall be immediately due and payable if, at any time from the Closing Date through and including December 31, 2016, (A) Parent or a Group Company commences any proceeding in bankruptcy or for dissolution, liquidation, winding-up, or other relief under state or federal bankruptcy laws; (B) any such proceeding is commenced against Parent or a final determination Group Company or a receiver or trustee is appointed for Parent or a Group Company or a substantial part of its respective property, and such proceeding or appointment is not dismissed or discharged within thirty (30) days after its commencement; (C) Parent or a Group Company (x) makes an assignment for the benefit of creditors, or (y) petitions or applies to any tribunal for the appointment of a custodian, receiver or trustee for all or substantially all of its assets or (z) has a receiver, custodian or trustee appointed for all or substantially all of its assets and such receiver, custodian or trustee is not discharged within thirty (30) days thereafter; (D) Parent or a Group Company admits its inability to, pay its debts when they become due; or (E) any Key Employee’s employment is terminated by Parent without “cause” or any Key Employee resigns from his employment for “Good Reason” (as defined in the applicable Employment Agreement), in each case, in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive terms of the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Sharesapplicable Employment Agreement. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an the “Eligible Earnout RecipientPayment” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares aggregate amount payable by Parent pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable1.14, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary if any; provided that in this Agreement, only Eligible Earnout Recipients no event shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to Payment exceed the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients)Projected Earnout.

Earnout. (a) After the Closing, subject to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) 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 purchase of the Purchased Shares, an additional aggregate number of Pubco Five Million (5,000,000) Purchaser Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) (the “2019 Earnout Shares”), with each Eligible . In the event that the Purchaser Adjusted Net Income for the 2020 Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five Year is equal to or greater than Three Hundred and Fifteen Million Renminbi (5RMB315,000,000) year period after the Closing (the “2020 Earnout PeriodTarget” and together with the 2019 Earnout Target, the “Earnout Targets”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers), sellsthen, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior subject to the issuance terms and conditions of this Agreement, the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients Sellers shall be entitled to receive 100% from the Purchaser, as additional consideration for the purchase of the Earnout Purchased Shares, an additional Five Million (5,000,000) Purchaser Ordinary Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be 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 shares 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, the Sellers shall not be entitled to receive any Earnout Shares for such Earnout Year; provided, that 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”), the Sellers shall be entitled to receive any Earnout Shares 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 Renminbi will be expressed in Renminbi by converting the applicable currency to Renminbi using the applicable exchange rate as of the last day of the applicable Earnout Year. (b) In As soon as practicable (but in any event within ten (10) Business Days) after Purchaser’s filing of the event that during annual audited consolidated financial statements for Purchaser and its Subsidiaries with the SEC on Form 20-F or 10-K (or other equivalent SEC form) for each Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in Year, the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, PubcoPurchaser’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, will prepare and deliver to each the Purchaser Representative Party and the Seller Representative (each, a “Representative Party”) a written statement (each, a an “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and in accordance with the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end terms of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination this Section 1.4 of (i) the Trading Price on each Trading Day Purchaser Adjusted Net Income for such month and the preceding month and Earnout Year based on such audited financial statements, (ii) whether an for the 2020 Earnout Milestone has been met Year only, the aggregate Purchaser Adjusted Net Income for both Earnout Years combined based on such audited financial statements and a Triggering Event has occurred during those months. In addition, as soon as practicablethe finally determined Earnout Statement for the 2019 Earnout Year, and in any event within five (5iii) Business Days, after a Change of Control of Pubco, whether the CFO will send a written statement (a “Change of Control Sellers are entitled to receive Earnout Statement” and, together with the Triggered Shares for such Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred Year as a result of such Change of Controlachieving the applicable Earnout Target or, with respect to the 2020 Earnout Year only, the Aggregate Earnout Target. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten thirty (1030) Business Days days after its receipt of an Earnout Statement to review it. The Seller Representative Partiesand the Purchaser Representative, and their respective Representatives on their behalfbehalves, may make inquiries of the CFO and related Purchaser and Company personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies Purchaser and their respective Subsidiaries the Company shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an the Earnout Statement, such Representative Party shall deliver to Pubco the Company (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail) (an “Objection Statement”). If such written statement an Objection Statement is not delivered by a Representative Party within ten thirty (1030) Business Days days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicableStatement, and the determination of whether a Triggering Event has occurred, in each case, as all determinations and calculations set forth therein, and whether the Sellers have earned the Earnout Shares for such Earnout Year (or have otherwise achieved the Alternative Earnout). If such written statement an Objection Statement is delivered by a Representative Party within such ten thirty (1030) Business Day day period, then the Seller Representative Parties and the Purchaser Representative shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Seller Representative Parties and the Purchaser Representative do not reach a final resolution within such twenty (20) day period, then, then upon the written request of either Representative Party (the date of receipt of such notice by the other Representative Party, the “Independent Expert Notice Date”), the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with Section 1.4(c). The Parties acknowledge that any information provided pursuant to this Section 1.4 will be subject to the procedures set forth in confidentiality obligations of Section 1.13(e)6.13. (ec) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 1.4 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e1.4(c). Each of the Seller Representative Party and the Purchaser Representative agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent ExpertExpert will be borne by the Purchaser. Except as provided in the preceding sentence, and all other out-of-pocket costs and expenses incurred by a the Seller Representative Party in connection with resolving any dispute hereunder before the Independent Expert, Expert will be borne by ▇▇▇▇▇the Sellers, and all other costs and expenses incurred by the Purchaser Representative in connection with resolving any dispute hereunder before the Independent Expert will be borne by the Purchaser. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Purchaser Representative Parties and the Seller Representative to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each of the Seller Representative Party and the Purchaser Representative will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each such Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.131.4. It is the intent of the parties hereto that the Independent Expert Procedure and the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Seller Representative Parties and the Purchaser Representative will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Purchaser Representative Parties and the Seller Representative and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (fd) If for any Earnout Year there is a final determination in accordance with this Section 1.13 1.4(b) that the Eligible Earnout Recipients Sellers are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event Earnout Year (or have otherwise achieved the Alternative Earnout), then such Earnout Shares will be due upon such final determination and Pubco Purchaser will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafterthereafter (subject to this Section 1.4(e))). Notwithstanding anything to the contrary contained herein, any obligation of the Purchaser to issue Earnout Shares under this Section 1.4 will be subject to offset against the indemnification obligations of the Indemnitors under Article VII, and the number of Earnout Shares to be issued will be reduced by (up to a maximum equal to the total maximum number of Earnout Shares) (i) the number of Earnout Shares used to satisfy indemnification claims that have been made and resolved in accordance with Article VII hereof on or prior to the issuance date of such Earnout Shares that have not been satisfied or sufficiently reserved using the Escrow Property in accordance with Section 1.3 and Article VII and (ii) a number of Earnout Shares necessary to satisfy indemnification claims that have been made in accordance with Article VII hereof and that remain unresolved on or prior to the issuance date of such Earnout Shares that have not been sufficiently reserved using the Escrow Property in accordance with Section 1.3 and Article VII (with such Earnout Shares under this clause (ii) determined based on the amount of the indemnification claim included in the Claim Notice provided by the Purchaser Representative under Article VII and the Purchaser Share Price as of the date of issuance of the Earnout Shares). Promptly after the final resolution of all such pending indemnification claims, the remaining Earnout Shares that have been reserved for pending indemnification claims, if any, after using the Earnout Shares to satisfy the indemnification obligations for the pending indemnification claims that have been resolved, shall be issued by Purchaser to the Sellers, with each Eligible Earnout Recipient such Seller receiving its Earnout Pro Rata Portion Share of such Earnout Shares. (ge) Following the Closing (including during the Earnout Period), Pubco Purchaser and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective the business requirementsrequirements of Purchaser and its Subsidiaries. Each of Pubco Purchaser and its Subsidiaries, including the Target Companies, Companies will be permitted, following the Closing (including during the Earnout Period), to make changes at their its sole discretion to their respective its operations, organization, personnel, accounting practices and other aspects of their its business, including actions that may have an impact on the Trading Price, Purchaser Adjusted Net Income and the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients Sellers to earn the Earnout Shares, and the Eligible Earnout Recipients Sellers will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients).

Earnout. (a) After the ClosingAdjustment Period, subject to the terms extent that a Forfeiture Event has occurred and conditions set forth hereinafter giving effect to the forfeiture of the Aggregate Forfeiture Shares, the Eligible Earnout Recipients Sponsor and the Company Shareholders (as defined belowother than the holders of Company Series X Preference Shares) shall have the contingent right to receive an additional aggregate number of Pubco PubCo Class A Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price Aggregate Forfeiture Shares that have been forfeited (subject to equitable adjustment for share stock splits, share stock dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted) in accordance with the applicable Forfeiture Ratios (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration ) based on the Trading Price performance of Pubco the PubCo Class A Ordinary Shares during the five (5) year period after the Closing Date (the “Earnout Period”) or as determined pursuant to Section 2.11(a). (b) PubCo shall issue and the achievement of certain clinical milestones specified below during Sponsor and the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration Company Shareholders (other than Excluded Transfersthe holders of Company Series X Preference Shares) prior to shall have the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled right to receive 100% their respective portions of the Earnout Shares (and in accordance with their right to receive such Earnout Shares shall vest and become due and issuable) upon applicable Forfeiture Ratios if the first closing price of the following circumstances PubCo Class A Ordinary Shares (or any common or ordinary equity security that is the successor to occur to the PubCo Class A Ordinary Shares (together with the PubCo Class A Ordinary Shares, the “Public Ordinary Shares”)) on the principal exchange or securities market on which such securities are then listed or quoted is at or above $15.00 (the “Price Threshold”) for ten (10) Trading Days (which need not be consecutive) over a twenty (20) Trading Day period at any time during the Earnout Period (eachsuch event, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the an “Earnout MilestonesEvent”). The share price threshold set forth above is referred to herein as Such issuance shall be made promptly (and in any event no later than the “Share Price Target”third (3rd) Business Day) following the Earnout Event, and PubCo shall or shall cause its transfer agent to provide evidence of such Share issuance to Sponsor and each such Company Shareholder promptly thereafter. (c) During the Earnout Period, PubCo’s chief financial officer or controller will monitor the closing price of the Public Ordinary Shares on the principal securities exchange or securities market on which the Purchaser Common Stock is then traded, and PubCo shall notify Sponsor and the Company Shareholders (other than the holders of Company Series X Preference Shares) in writing promptly following an Earnout Event. (d) The Price Target Threshold and the applicable number of Earnout Shares released for each applicable Earnout Event (or Early Issuance Event, as applicable) shall be subject to equitable adjustment for share splits, share dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the like Public Ordinary Shares after the Closing. Additionally, the Price Threshold shall be reduced by the amount of the aggregate cash or the fair market value of any securities or other assets paid or payable by PubCo (or any successor public company) to the holders of Public Ordinary Shares, on a per share basis, as an extraordinary dividend or distribution following the Closing. (be) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion All of the Earnout Period, Shares will be issued pro rata to the potential achievement Sponsor and the Company Shareholders (other than the holders of the Share Price Milestone or the Clinical Milestone during the Company Series X Preference Shares) in accordance with their applicable portion of the Earnout Period, or the Change of Control Price Forfeiture Ratios in the event of a Change of Control (and whether a Change of Control has occurred)an Early Issuance Event, as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute effective immediately prior to the Independent Expert for final resolution consummation of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error)Early Issuance Event. (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the No Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares issuable pursuant to this Section 1.13 2.11, if any, shall be released to any Company Shareholder who is personal required to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything file notification pursuant to the contrary HSR Act or under any applicable antitrust or other competition Laws of any non-U.S. jurisdictions (collectively, “Foreign Antitrust Laws”) until any applicable waiting period pursuant to the HSR Act or Foreign Antitrust Laws has expired or been terminated (provided, that any such Company Shareholder has notified PubCo of such required filing pursuant to the HSR Act or Foreign Antitrust Laws in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction connection therewith following reasonable advance notice from PubCo of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number reasonably anticipated issuance of Earnout Shares to be received by such other Eligible Earnout RecipientsShares).

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) After by .082369 (the Closing“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 set forth hereinfor the Earnout, some of which are as follows: The term of the Eligible Earnout Recipients (as defined below) earnout period shall have commence on the contingent right Closing Date and shall continue until the first to receive an additional aggregate number occur of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000)a period of 36 months from the Closing Date, divided by or (ii) the Redemption Price (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations date the Vacant Space has been fully leased and is occupied by tenants then satisfying the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing Occupancy Conditions (the “Earnout Period”) or ). During the achievement term of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration Period (other than Excluded Transfers) and prior to the issuance satisfaction of the Earnout SharesOccupancy Conditions of any portion of the Vacant Space by a new tenant), such Eligible Earnout Recipient’s participation in Seller shall be responsible for the Earnout Shares shall decrease proportionally monthly pro rata share of taxes, insurance and common area expenses (collectively, the “Operating Expenses”) allocable to the number of such shares no longer held by such Eligible Earnout Recipient Vacant Space. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to the time of estimated aggregate Operating Expenses for the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to Vacant Space payable during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout MilestonesOperating Expense Escrow”). The share price threshold set forth above is referred to herein as Purchaser shall draw down on the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that Operating Expense Escrow during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account pay any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject Operating Expenses allocable to the terms Vacant Space as same become due. Once any portion of the Vacant Space is leased to, and conditions of this Agreementoccupied by, a Triggering Event 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 balance of the Operating Expense Escrow allocable to said space shall be considered promptly paid to have occurred pursuant to Section 1.13(a). (c) During Seller. Upon the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion expiration of the Earnout Period, the potential achievement balance of the Share Price Milestone or Operating Expense Escrow, if any, shall be paid to Seller. Seller shall continue to serve as the Clinical Milestone 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 Change Vacant Space is fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of Control Price the Earnout Period. Any amounts remaining in the event of a Change of Control Leasing Escrow after payment to Purchaser and/or Seller (and whether a Change of Control has occurredas applicable), as applicableprovided 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 determination 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 whether a Triggering Event the Vacant Space (and such new occupant has occurredsatisfied the Occupancy Conditions), in each casePurchaser shall, as set forth therein. If such written statement is delivered by a Representative Party within such upon ten (10) Business Day perioddays 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 after its receipt thereof by Purchaser, and in the event Purchaser fails to respond within an additional two (2) business days after a 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 deemed approved) and such lease is signed by the tenant and delivered to Purchaser but Purchaser fails to execute and deliver such lease within two (2) business days after receipt of the second notice described above, then the Representative Parties lease shall negotiate in good faith be deemed to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested have been executed by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement Purchaser as of the Independent Expert Notice Date and the Independent Expertsixth (6th) business day following Purchaser’s determination will be based solely upon and consistent with the terms and conditions receipt of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error)same. (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients).

Earnout. (a) After Following the Closing, subject as additional consideration for the Company interests acquired in connection with the Company Merger, within five Business Days after the occurrence of a Triggering Event, Holdings shall issue or cause to be issued to the terms and conditions set forth herein, the Eligible Earnout Recipients Company Equityholders (excluding Eligible Company Equityholders in their capacity as defined below) holders of Company Options who shall have the contingent right instead be eligible to receive an additional aggregate Earnout RSU Shares pursuant to Section 3.04(h)) with respect to such Triggering Event the following number of Pubco Ordinary Holdings Common Shares equal to A (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (subject to equitable adjustment which shall be equitably adjusted for share stock splits, share reverse stock splits, stock dividends, combinationsreorganizations, recapitalizations and the recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Holdings Common Shares A occurring after the Closing, including Closing and upon or prior to account for any equity securities into which such shares are exchanged or convertedthe applicable Triggering Event) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on upon the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior terms and subject to the conditions set forth in this Agreement: (i) upon the occurrence of Triggering Event I, a one-time issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the 5,000,000 Earnout Shares shall decrease proportionally to minus the number of such shares no longer held by such Earnout RSU Shares issued in connection with the occurrence of Triggering Event I pursuant to Section 3.04(h); (ii) upon the occurrence of Triggering Event II, a one-time issuance of 5,000,000 Earnout Shares minus the number of Earnout RSU Shares issued in connection with the occurrence of Triggering Event II pursuant to Section 3.04(h); and (iii) upon the occurrence of Triggering Event III, a one-time issuance of 5,000,000 Earnout Shares minus the number of Earnout RSU Shares issued in connection with the occurrence of Triggering Event III pursuant to Section 3.04(h). (b) For the avoidance of doubt, the Eligible Company Equityholders (excluding Eligible Company Equityholders in their capacity as holders of Company Options who shall instead be eligible to receive Earnout Recipient at the time of the RSU Shares pursuant to Section 3.04(h)) with respect to a Triggering Event. The Eligible Earnout Recipients Event shall be entitled to receive 100% Earnout Shares upon the occurrence of each Triggering Event; provided, however, that each Triggering Event shall only occur once, if at all, and in no event shall the sum of the Earnout Shares (and their right issued pursuant to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (eachSections 3.04(a)-3.04(c), a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestonenumber of Earnout RSU Shares issued pursuant to Section 3.04(h), the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of exceed 15,000,000 Earnout Shares pursuant to this Section 1.13(b3.04. (c) in connection therewith) (If, during the “Earnout Period, there is a Change of Control Price”(or a definitive agreement providing for a Change of Control is entered into during the Earnout Period and such Change of Control is ultimately consummated, even if such consummation occurs after the Earnout Period) that is pursuant to which Holdings or its shareholders have the right to receive consideration implying a value per Holdings Common Share A (as determined in good faith by the board of directors of Holdings) of: (i) less than $12.50, then this Section 3.04 shall terminate and no Earnout Shares or Earnout RSU Shares shall be issuable hereunder; (ii) greater than or equal to or greater $12.50 but less than the Share Price Target$15.00, then, subject (A) immediately prior to the terms and conditions such Change of this AgreementControl, a Triggering Event Holdings shall be considered issue 5,000,000 Holdings Common Shares A (less (x) any Earnout Shares issued prior to have occurred such Change of Control pursuant to Section 1.13(a3.04(a), (y) any Earnout RSU Shares issued prior to such Change of Control pursuant to Section 3.04(h) and (z) any Earnout RSU Shares issued in connection with such Change of Control pursuant to Section 3.04(h)) to the Eligible Company Equityholders with respect to the Change of Control , and (B) thereafter, this Section 3.04 shall terminate and no further Earnout Shares or Earnout RSU Shares shall be issuable hereunder; (iii) greater than or equal to $15.00 but less than $17.50, then, (A) immediately prior to such Change of Control, Holdings shall issue 10,000,000 Holdings Common Shares A (less (x) any Earnout Shares issued prior to such Change of Control pursuant to Section 3.04(a), (y) any Earnout RSU Shares issued prior to such Change of Control pursuant to Section 3.04(h) and (z) any Earnout RSU Shares issued in connection with such Change of Control pursuant to Section 3.04(h)) to the Eligible Company Equityholders with respect to the Change of Control, and (B) thereafter, this Section 3.04 shall terminate and no further Earnout Shares or Earnout RSU Shares shall be issuable hereunder; or (iv) greater than or equal to $17.50, then, (A) immediately prior to such Change of Control, Holdings shall issue 15,000,000 Holdings Common Shares A (less (x) any Earnout Shares issued prior to such Change of Control pursuant to Section 3.04(a), (y) any Earnout RSU Shares issued prior to such Change of Control pursuant to Section 3.04(h) and (z) any Earnout RSU Shares issued in connection with such Change of Control pursuant to Section 3.04(h)) to the Eligible Company Equityholders with respect to the Change of Control, and (B) thereafter, this Section 3.04 shall terminate and no further Earnout Shares or Earnout RSU Shares shall be issuable hereunder. (d) The Holdings Common Share A price targets set forth in the definitions of Triggering Event I, Triggering Event II and Triggering Event III, and in clauses (i), (ii), (iii) and (iv) of Section 3.04(c), and the number of Holdings Common Shares A described in clauses (i), (ii), (iii) and (iv) of Section 3.04(c), shall be equitably adjusted for stock splits, share divisions, reverse stock splits, stock or share dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Holdings Common Shares A occurring after the Closing and prior to the Change of Control. (e) At all times during the Earnout Period, Holdings shall keep available for issuance a sufficient number of shares of unissued Holdings Common Shares A to permit Holdings to satisfy in full its issuance obligations set forth in this Section 3.04 and shall take all actions reasonably required (including by convening any shareholder meeting and soliciting any required consents or approvals from shareholders) to increase the authorized number of Holdings Common Shares A if at any time there shall be insufficient unissued Holdings Common Shares A to permit such reservation. In no event will any right to receive Earnout Shares or Earnout RSU Shares be represented by any negotiable certificates of any kind, and in no event will any holder of a contingent right to receive Earnout Shares or Earnout RSU Shares take any steps that would render such rights readily marketable. (f) Holdings shall take such actions as are reasonably requested by the Eligible Company Equityholders to evidence the issuances pursuant to this Section 3.04, including through the provision of an updated register of members showing such issuances (as certified by a director or officer of Holdings responsible for maintaining such register of members or the applicable registrar or transfer agent of Holdings). (cg) During the Earnout Period, Pubco’s Chief Financial Officer Holdings shall use reasonable best efforts for Holdings to remain listed as a public company on, and for the Holdings Common Shares A (including, when issued, the “CFO”Earnout Shares) shall monitor to be tradable over the Trading Price on each Trading Day and monitor the potential achievement national securities exchange (as defined under Section 6 of the Clinical MilestoneExchange Act) on which the Holdings Common Shares A are then listed; provided, and shallhowever, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver subject to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price MilestoneSection 3.04(c), the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after foregoing shall not limit Holdings from consummating a Change of Control of Pubco, the CFO will send or entering into a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating Contract that contemplates a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes Notwithstanding anything to the contrary contained herein, in lieu of this Agreementreceiving Earnout Shares, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder holders of Company Ordinary SharesOptions that are unexercised, In-the-Money Company Options, or Company SAFEs issued and outstanding as of immediately prior to the Company Merger Effective Time shall be issued Earnout RSUs at the Company Merger Effective Time in accordance with Section 3.02(c) and this Section 3.04(h). The number of Earnout RSUs issued with respect to each Company Option shall be equal to (i) (A) 15,000,000, divided by (B) the Company Outstanding Shares multiplied by (ii) is the aggregate number of Company Common Shares B underlying the applicable Company Option (assuming payment in cash of the exercise price of such Company Option). Each Earnout RSU shall be subject to forfeiture, and such forfeiture restrictions shall lapse with respect to a pro rata portion of the Earnout RSUs held by each holder of Pubco Ordinary Earnout RSUs upon the occurrence of a Triggering Event (or on the date on which a Change of Control occurs as described in Sections 3.04(c)(ii)-3.04(c)(iv)) and the relevant Earnout RSU Shares received as shall be issued to such holder, but only to the extent that such Earnout RSU Share would have been issued upon the Triggering Event (or Change of Control) had it instead been an Earnout Share and issued pursuant to Sections 3.04(a)-3.04(c). Earnout RSUs also shall be subject to forfeiture and shall be reallocated pro rata to the other holders of Earnout RSUs to the extent the portion of the Exchanged Option to which they relate is forfeited after the Company Merger Consideration in exchange for such Company Securities at the time Effective Time and prior to the applicable Triggering Event occurs(or Change of Control) regardless of whether at the time of such forfeiture such Exchanged Option was vested or unvested. The right Any Earnout RSU that remains subject to receive forfeiture at the expiration of the Earnout Shares pursuant to this Section 1.13 is personal to Period shall automatically and without further action be forfeited, and the Eligible Company Equityholder shall have no further right, title or interest in such Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will RSU or the laws of descent related Earnout RSU Share. Each Earnout RSU shall be subject to adjustment in accordance with Section 3.04(a) as if such Earnout RSU were an Earnout Share, and distributionshall not be entitled to dividends paid with respect to the Holdings Common Shares A during the Earnout Period. Notwithstanding anything to the contrary in this AgreementSection 3.04, only Eligible Earnout Recipients in no event shall be entitled to receive Earnout Shares upon satisfaction the sum of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally issued pursuant to pursuant to Sections 3.04(a)-3.04(c), together with the number of such Pubco Ordinary Earnout RSU Shares no longer issued in accordance with this Section 3.04(h), exceed 15,000,000 in the aggregate. (i) In any issuance of Holdings Common Shares A to Eligible Company Equityholders pursuant to Sections 3.04(a) or 3.04(c), each Eligible Company Equityholder shall receive a number of Holdings Common Shares A or Earnout RSU Shares, as applicable, equal to the applicable Per Share Earnout Consideration multiplied by the number of Company Outstanding Shares held by such Eligible Company Equityholder, subject to further adjustment and reallocation, to the extent applicable, as a result of forfeiture of any Earnout Recipient at RSUs as provided in Section 3.04(h). (j) Any Earnout Shares received by an Eligible Company Equityholder pursuant to Sections 3.04(a) or 3.04(c) shall be treated as additional Holdings Common Shares A received in the time Company Merger (or the Convertible Note Conversion, as applicable) for all applicable U.S. federal, state and local Tax purposes, except as otherwise required by applicable Law pursuant to a “final determination” within the meaning of Section 1313(a) of the Triggering Event Code (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number or any similar provision of Earnout Shares to be received by such other Eligible Earnout Recipientsapplicable U.S. state or local Law).

Earnout. (a) After the Closing, subject to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) Stockholders shall have the contingent right to receive an additional aggregate number consideration from Parent based on the performance of Pubco Ordinary Shares equal to Parent and its Subsidiaries if the requirements 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”), the closing price per share of Parent Common Stock on any twenty (20) trading days in any thirty (30) consecutive day trading period (i) Fifty-Seven equals or exceeds Fourteen Dollars ($14.00) (the “First Share Price Trigger”), or (ii) equals or exceeds Sixteen Dollars ($16.00) (the “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 their Pro Rata Share) from Parent (each, an “Earnout Release”) of Two Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by 2,500,000) shares of Parent Common Stock released from the Escrow Account (ii) the Redemption Price (subject to equitable adjustment which shall be equitably adjusted for share stock splits, share stock dividends, combinations, recapitalizations and the like that occur after the Closing, including Closing and prior to account for any equity securities into which such shares are exchanged or convertedthe relevant Earnout Release) (collectively, the “Earnout Shares”). For the avoidance of doubt and notwithstanding anything contained in this Agreement, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion the holders of such Earnout Shares, as additional consideration based on Company Common Stock shall have the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such no more than two Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances Releases, an Earnout Release may only be achieved once with respect to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “any Share Price Milestone”); or Trigger and the aggregate sum of all Earnout Releases issuable hereunder (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the assuming both Share Price MilestoneTriggers are achieved), the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment a maximum of Five Million (5,000,000) shares of Parent Common Stock in the aggregate (which shall be equitably adjusted for share stock splits, share stock dividends, combinations, recapitalizations and the like that occur after the ClosingClosing and prior to the relevant Earnout Release). (b) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price TargetIf, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, there is a Change of Control, then any Earnout Release that has not previously been released from escrow to the CFO will also prepare Stockholder Representative (whether or not previously earned) shall be deemed earned (and deliver to each Representative Party a written statement the applicable Share Price Trigger(s) achieved, as applicable); provided, however, that such Earnout Release shall be deemed earned (eachand the applicable Share Price Trigger(s) achieved, a “Monthly Earnout Statement”as applicable) that sets forth the CFO’s determination of only (i) if such Change of Control has been approved by a majority of the Trading Price independent directors on each Trading Day for such month and the preceding month Parent Board; and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and to the extent the price per share of Parent Common Stock in any event within five (5) Business Days, after a the Change of Control of Pubco, exceeds the CFO will send a written statement (a “applicable Share Price Trigger. Upon such Change of Control Earnout Statement” andif applicable, together with the Triggered Earnout Statements Parent and the Monthly Stockholder Representative shall jointly direct the Escrow Agent to release from the Escrow Account to Stockholder Representative a number of shares equal to such remaining Earnout Statements, the “Earnout Statements”Release(s) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery such Change of the applicable Earnout StatementControl. (c) If, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of there is a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted Final Determination in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto 2.10 that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients Stockholders are entitled to receive a Earnout Release, then Parent and the Stockholder Representative shall jointly direct the Escrow Agent to release from the Escrow Account to Stockholder Representative a number of shares equal to such Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients Release within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Sharesfollowing the date on which the applicable Share Price Trigger was met or exceeded. (gd) Following the Closing (including With respect to any Earnout Shares that have not been released during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares Period pursuant to this Section 1.13 2.10 within five (5) Business Days following the date that it is personal finally determined that the Stockholders are not entitled to Eligible or eligible to receive any further Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in Releases under this Agreement, only Eligible Earnout Recipients Parent and the Stockholder Representative shall be entitled jointly direct the Escrow Agent to receive release from the Escrow Account to Parent for immediate cancellation all such Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall that have not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients)been released.

Earnout. (a) After the Closing, subject to the terms and conditions set forth herein, the Eligible Earnout Recipients Within sixty (as defined below60) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) days after the end of each calendar month during of the First Earnout Period, the CFO will also Second Earnout Period and the Third Earnout Period, Buyer shall prepare and deliver to each the Securityholder Representative Party a written statement (each, a each an “Monthly Earnout Statement”) that sets ), which, for the avoidance of doubt, will include each of the components set forth on the CFO’s determination Base Plan Schedule, setting forth its calculation of (i) the Trading Price on each Trading Day Adjusted EBITDA for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and period in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together accordance with the Triggered Base Plan Schedule, compared against the Earnout Statements and calculation for the Monthly applicable Earnout Statements, Period set forth on Schedule 2.5 attached hereto (the “Earnout StatementsBase Plan Schedule”). For purposes of clarity, nothing in the Base Plan Schedule shall alter the Adjusted EBITDA targets set forth in Schedule 2.5(c).Within thirty (30) to each Representative Party indicating that a Change days following delivery by Buyer of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each the Securityholder Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver written notice to Pubco (Buyer of any good faith disagreement that the Securityholder Representative has with respect to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (contents thereof which notice explains, in reasonable detail), the basis for its disagreement. If During such written statement is not delivered by a period, Buyer shall provide the Securityholder Representative Party within ten (10) Business Days following and his Representatives reasonable access to the date relevant books and records and employees of delivery the Group Companies for the purpose of facilitating the Securityholder Representative’s review of the applicable Earnout Statement. In the event that the Securityholder Representative does not notify Buyer in writing of a disagreement with respect to the Earnout Statement within such thirty (30)-day period, then such Representative Party will have waived its right to contest such Earnout Statement shall be deemed final, conclusive and binding on the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth thereinparties. If such written statement is delivered by the Securityholder Representative delivers a Representative Party notice of disagreement within such ten thirty (10) Business Day 30)-day period, then Buyer and the Securityholder Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty disagreement. If Buyer and the Securityholder Representative, notwithstanding such good faith effort, fail to resolve such disagreement within thirty (2030) days thereafter. If after the Securityholder Representative Parties do not reach a final resolution within such twenty (20) day periodnotifies Buyer of its disagreement, then, upon the written request of either Representative Party, the Representative Parties will refer then the dispute shall be submitted for final and binding resolution to the Independent Accounting Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(eSections 2.3(c) and (d), which shall apply hereto mutatis mutandis. (eb) If a dispute with respect All amounts payable pursuant to an Earnout Statement is submitted in accordance with this Section 1.13 to 2.5 shall be paid within five (5) Business Days from the Independent Expert date on which the Adjusted EBITDA for final resolutionthe pertinent period is finally determined, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter wire transfer of immediately available funds: (a) with respect to the determination Members, to be made by the Independent Expert. All fees Securityholder Representative for further distribution to each Member in accordance with each Member’s Additional Pro Rata Share and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute (b) with respect to the Optionholders, to the Company to be paid by the Company to the applicable Optionholders (less applicable withholding and any Taxes required to be paid by the Group Companies with respect thereto) on or before the next regularly scheduled payroll date following such payment in accordance with each Securityholder’s Additional Pro Rata Share. Buyer shall have no right to withhold and set off any amounts owed by the Member to Buyer under the terms of this Agreement against amounts payable pursuant to this Section, except as contemplated by Section 2.4(b) and Article 8. (c) During each Earnout Statement as of Period: (i) Buyer shall operate the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and Business in good faith consistent with the terms manner in which Buyer operates its other acquired business units, applicable Law and conditions its third-party obligations; (ii) Buyer shall operate the Group Companies as a separate profit center, business unit or division which will maintain separate books and records sufficient for the calculation of this Agreement. The determination by the Independent Expert will be based solely on presentations Earnout, provided that Buyer may, at its discretion, move or integrate certain corporate functions of the Business (including with respect to such disputed items by corporate, finance, human resources and legal functions), and allocate the Representative Parties applicable expenses of any Group Company to Buyer or Buyer Parent instead. For purposes of determining the Independent Expert appropriate sharing of revenue for transactions between the Buyer and not on the Independent Expert’s independent review; providedGroup Companies, that such presentations (A) the Group Companies will be deemed to include any work papersallocated sixty five percent (65%) of revenue generated and recognized by Buyer, records, accounts Buyer Parent or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder Affiliates (other than for fraud the Group Companies) or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including divisions (other than the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages Business) as a result of such decisions. Notwithstanding cross-marketing or referrals from the foregoingGroup Companies and/or the Business and (B) Buyer will be allocated sixty five (65%) of revenue generated and recognized by any Group Company or the Business as a result of cross-marketing or referrals from Buyer, following Buyer Parent or their respective Affiliates (other than the Closing, Pubco Group Companies) or their respective business divisions (other than the Business); and (iii) Buyer shall not, and shall cause or permit its Subsidiaries, including the Target Companies, to notAffiliates to, take any action, or knowingly omit to take any action that is in bad faith and has action, with the primary purpose intent of avoidingimpeding achievement of or reducing the amount of the Earnout. (d) If, reducing or preventing prior to the achievement or attainment end of the Earnout Milestones. Period, Buyer effects a Company Sale at a price that is equal to or greater than the price actually paid pursuant to this Agreement (has adjusted for partial sales), then the maximum amount of the Earnout payments contemplated in Section 2.5(c) for the period in which the Company Sale occurs and any future periods (but not any past periods) (the “Outstanding Earnout Payment”) shall be accelerated and become due and payable without further action required on the part of any party hereto. In the event of such acceleration, Buyer shall make (or cause the applicable acquirer or surviving company to make) the Outstanding Earnout Payment within two (2) Business Days following the consummation of a Company Sale. For purposes of this Agreement, an “Eligible Earnout RecipientCompany Sale” means a Company Security Holder who any transaction or series of transactions pursuant to which any Person, other than Buyer or an Affiliate of Buyer, acquires, directly or indirectly: (i) was a holder 50% or more of Company Ordinary Sharesthe outstanding equity, In-the-Money Company Optionsvoting securities or beneficial ownership of the Group Companies (whether by merger, consolidation, reorganization, combination, amalgamation, sale, transfer or Company SAFEs immediately prior to the Company Merger Effective Time and otherwise) or (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction majority of the applicable Triggering Eventsassets of the Group Companies, and any subsequent transferee or assignee determined on a consolidated basis. For purposes of any Pubco Ordinary Shares (including any shares received as Merger Consideration) clarity, Company Sale shall not have any right to receive any Earnout Shares include indirect acquisitions of the Group Companies’ equity and/or assets effectuated by the acquisition of the equity and/or assets of Buyer or any portion thereof. If an Eligible Earnout Recipient transfers, sells, its Affiliates (other than the Group Companies or otherwise disposes a holding company substantially all of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation assets of which are the equity interests of the Group Companies) or minority investments in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients)Group Companies.

Earnout. (a) After the Closing, subject to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged On or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares sixty (and their right to receive such Earnout Shares shall vest and become due and issuable60) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) days after the end of each of the calendar month during the Earnout Periodyears ended December 31, the CFO will also 2012 and December 31, 2013, Parent shall prepare and deliver to each the Earnout Representative Party a written draft of a statement setting out CY12 EBIT or CY13 EBIT, as applicable (each, an “Earnout Notice”). Each Earnout Notice shall be in a “Monthly form generally similar to a profit and loss statement with line items for revenue, cost of revenue, general and administrative expense, sales and marketing expense and research and development expense, provided that the Earnout Statement”) Notice shall only include items included in EBIT. Parent agrees that sets forth it will also promptly supply any reasonably requested back up or supporting information to the CFO’s Earnout Representative relating to the calculation of EBIT at any time prior to the determination of (i) the Trading Price on each Trading Day for Final CY13 EBIT; provided, however, that the provision of any such month and back up or supporting information shall be conditioned upon the preceding month and execution of a confidentiality agreement in a form reasonably acceptable to Parent. (ii) whether an The Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five Representative shall have sixty (560) Business Days, days after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt Parent’s delivery of an Earnout Statement Notice to review it. The Representative Partiesmake an objection to any item in an Earnout Notice by delivering a written notice of such objection to Parent, and their respective Representatives on their behalf, may make inquiries describing in reasonable detail the nature of the CFO and related personnel and advisors objection (an “Earnout Notice of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detailObjection”). If the Earnout Representative does not deliver such written statement is not delivered by a Representative Party an Earnout Notice of Objection within ten such sixty (1060) Business Days following day period, the date of delivery of EBIT provided for in the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement Notice shall be final and binding upon the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (parties and whether a Change of Control has occurred)shall constitute, as applicable, the Final CY12 EBIT or the Final CY13 EBIT. (iii) If the Earnout Representative shall have delivered an Earnout Notice of Objection with respect to the Earnout Notice in a timely manner, the Earnout Representative and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate Parent will attempt in good faith to resolve any such objections for a period of twenty (20) days thereafterobjection or dispute. If the Earnout Representative Parties do and Parent should so agree, a memorandum setting forth such agreement will be prepared and signed by both parties. In the event that the Earnout Representative and Parent cannot reach a final resolution come to such an agreement within thirty (30) days (or such twenty (20longer period as the Earnout Representative and Parent may mutually determine) day periodafter the date on which the Earnout Representative delivered the applicable Earnout Notice of Objection, then, upon such dispute shall be resolved in the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures manner set forth in Section 1.13(e)9.7. If the Earnout Representative executes a memorandum with Parent resolving an objection to an Earnout Notice pursuant hereto or a resolution is made pursuant to Section 9.7, then such resolution shall be final, conclusive and binding upon the parties to this Agreement, the Shareholders and holders of Company Options and the EBIT provided for in such resolution shall constitute, as applicable, the Final CY12 EBIT or the Final CY13 EBIT. (eiv) If a dispute Except with the written consent of Parent, no Person may sell, exchange, transfer or otherwise dispose of his, her or its right to receive any portion of the Total CY12 Earnout Consideration or the Total CY13 Earnout Consideration, other than by the laws of descent and distribution or succession and any transfer in violation hereof shall be null and void and shall not be recognized by Parent. (v) Following the Closing, any and all decisions with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses any aspect of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as operation of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions business of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco Parent and its Subsidiaries, including the Target CompaniesSurviving Corporation or any of its Subsidiaries and including matters directly or indirectly related to the amount of EBIT, will shall be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and made by Parent in its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress without any express or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisionsimplied obligation. Notwithstanding the foregoing: A. Parent shall not take any action not otherwise justified for good faith business reasons which has the effect of reducing the earning or payment of the Total CY12 Earnout Consideration or the Total CY13 Earnout Consideration; and B. The Earnout Representative and the most senior executive of Parent’s EA Interactive division shall, following during the Closingperiod commencing with the Effective Time and ending on December 28, Pubco 2013, meet at least once every 90 days to discuss in good faith potential synergy opportunities with regard to the business of PopCap Studio and the other business conducted by Parent. To the extent that a material synergy opportunity is identified in such meetings and the pursuit of such opportunity is commercially reasonable both to PopCap Studio and to Parent, then Parent shall notprovide commercially reasonable cooperation to seek to realize such synergy opportunities; provided, and however, that Parent shall cause its Subsidiaries, including the Target Companies, to not, take or omit not be required to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything 1.6(e)(v)B to the contrary extent that the Earnout Representative does not agree in writing (which agreement may be by email to the most senior executive of Parent’s EA Interactive division, but in any event must reference intent to be binding under this Agreement) that the Costs thereof are Company Costs, to the extent such Costs are subject to clause (iii) of the definition of Company Costs. (vi) The Shareholders and holders of Company Options, by adopting this Agreement, only Eligible irrevocably appoint the Earnout Recipients shall be entitled Representative as their agent and attorney-in-fact to receive Earnout Shares upon satisfaction act on behalf of each of the applicable Triggering EventsShareholders and holders of Company Options, in connection with and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following facilitate the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time consummation of the Triggering Event (transactions contemplated hereby, which shall include the power and all other Eligible Earnout Recipients shall authority for purposes of this Section 1.6(e): A. to give and receive a pro rata increase in notices and communications, B. to negotiate matters concerning EBIT and its calculation with the number of Earnout Shares Parent Designee, C. to be received by review and determine EBIT and to cooperate and work with Parent regarding such other Eligible Earnout Recipients).review and determination,

Earnout. (a) After On or prior to June 1, 2007, Parent shall calculate the Closingearnings before interest and taxes generated by the Surviving Company during the period commencing on April 1, subject to the terms 2006 and conditions set forth hereinending on March 31, the Eligible Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) 2007 (the “Earnout SharesEBIT Period”) in accordance with GAAP (the “EBIT”) and shall deliver a written notice to the Representative setting forth the EBIT and its calculation thereof (the “EBIT Notice”), together with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion copies of such Earnout Shares, financial statements relied upon by Parent in preparing such calculation and such other documents as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance Representative may reasonably request that Parent reasonably determines would support its calculation of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the ClosingEBIT. (b) In If the event that during the Earnout Period Pubco is subject Representative objects to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFOParent’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In additionEBIT, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a it shall deliver to Parent written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details notice of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained objection within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. twenty (d) Each Representative Party will have ten (1020) Business Days after its receipt of an Earnout Statement to review it. The Representative Partiesthe EBIT Notice setting forth, in reasonable specificity, the nature of its dispute and their respective Representatives on their behalf, may make inquiries its alternative calculation of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to EBIT (an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail“EBIT Dispute Notice”). If such written statement is the Representative does not delivered by a timely deliver to Parent an EBIT Dispute Notice, it shall be deemed to have agreed to Parent’s determination of the EBIT, which shall be final and binding. If the Representative Party does timely deliver to Parent an EBIT Dispute Notice, and Parent and the Representative are unable to mutually agree on the EBIT within ten twenty (1020) Business Days following the date of delivery receipt by Parent of the applicable Earnout StatementEBIT Dispute Notice, then such Representative Party will have waived its right to contest such Earnout Statement Parent and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the engage McGladrey & ▇▇▇▇▇▇▇ syndrome , LLP (including a determination by Pubco or its Subsidiaries the “Earnout Dispute Accountants”) to abandon the clinical development program for the Peason syndrome)review, in accordance with GAAP, the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, EBIT Notice and the Eligible Earnout Recipients will not have any right EBIT Dispute Notice (and all related information) and to claim finally determine the loss of EBIT, which determination shall be final and binding on all or any portion of any Earnout Shares or other damages as a result of such decisionsparties absent manifest error. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment The costs of the Earnout Milestones. Dispute Accountants shall be borne by the party (heither Parent or the Stockholders as a group, jointly and severally) For purposes whose determination of this Agreement, an “Eligible the EBIT was farthest from the determination of the EBIT by the Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company OptionsDispute Accountants, or Company SAFEs immediately prior to equally by Parent and the Company Merger Effective Time Stockholders as a group, jointly and (ii) severally, if the determination by the Earnout Dispute Accountants is a holder equidistant between the determinations of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time parties, provided that, any costs payable by the applicable Triggering Event occurs. The right to receive Stockholders shall be deducted from the Earnout Shares Payment payable pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything 2.4 to the contrary in this Agreementextent possible. (c) If, only Eligible upon final determination of the EBIT (whether upon agreement of the parties or by the Earnout Recipients Dispute Accountants) (the “Final Determination Date”), the EBIT is less than $450,000 (the “Minimum EBIT Target”), the Stockholders shall be entitled eligible to receive Earnout Shares upon satisfaction an aggregate earnout payment of the applicable Triggering Events$2,586,400, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally subject to the number provisions of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event Sections 2.4(e) and (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipientsf).. If

Earnout. (a) After Within thirty (30) days following the Closing, subject to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance completion of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time audit of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) Company’s financial statements for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagementfiscal year ending 2011, or as soon thereafter as possiblereasonably practicable, will Purchaser shall prepare and deliver, or cause to be set prepared and delivered, to Frost a statement (the “Earnout Statement”) setting forth the determination of whether the net sales of the Company, determined on a consolidated basis in a written statement delivered accordance with GAAP, for the fiscal year ending 2011 were equal to or greater than $45,957,000 (the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error“Earnout Condition”). (fb) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive Unless Frost, within thirty (30) days after receipt of the Earnout Shares Statement, delivers to Purchaser a notice objecting thereto and specifying in reasonable detail the basis for there being a Triggering Eventsuch objection and the amount in dispute, such Earnout Statement shall be considered accepted, final and binding upon the parties. In the event Frost, within such thirty (30) day period, delivers such an objection notice to Purchaser, then Purchaser shall cause Purchaser’s Accountants, and Frost shall cause Sellers’ Accountants, to use their best efforts for thirty (30) days after delivery of Frost’s objection notice to agree upon the determination of whether the Earnout Condition has been satisfied. Upon the expiration of such thirty (30) day period, any party may submit in writing for resolution to the Independent Accountants any dispute which has not been resolved with respect to the determination of whether the Earnout Condition has been satisfied. As promptly as practicable, but in no event later than thirty (30) days after such submission, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will parties shall cause their respective accountants to deliver such shares to the Eligible Independent Accountants written submissions in support of their respective positions regarding such dispute and shall direct the Independent Accountants to resolve such dispute based solely on such written submissions without any independent investigation of the Company’s books and records. The decision of the Independent Accountants with respect to the determination of whether the Earnout Recipients within ten (10) Business Days thereafter, Condition has been satisfied shall be final and binding on each of the parties hereto. The costs of the Independent Accountants with each Eligible respect to the determination of whether the Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout SharesCondition has been satisfied shall be shared equally between the parties. (gc) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that If it is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares finally determined pursuant to this Section 1.13 is personal 1.7 that the Earnout Condition has been satisfied, then, within three (3) Business Days after such final determination, Purchaser shall pay to Eligible Sellers an aggregate of Two Million Dollars ($2,000,000) (the “Earnout Recipients and is not transferableAmount”), assignableby wire transfer of immediately available funds to such account or accounts designated in writing by Frost at least two (2) Business Days prior to such payment date. On such payment date, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients Purchaser shall be entitled permitted to receive reduce the Earnout Shares upon satisfaction of Amount by the applicable Triggering Events, and any subsequent transferee or assignee amount of any Pubco Ordinary Shares (including any shares received payments to Purchaser pursuant to Article VI that are outstanding as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients)payment date.

Earnout. (a) After Following the Closing, subject and as additional consideration for the Merger and the transactions contemplated hereby, within five (5) Business Days after the occurrence of the Triggering Event, Acquiror shall issue or cause to the terms and conditions set forth herein, the be issued to each Eligible Company Equityholder as of such date (in each case in accordance with its respective Pro Rata Earnout Recipients Portion) an aggregate of 1,078,125 shares of Acquiror Stock (as defined below) which shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (subject to equitable adjustment be equitably adjusted for share stock splits, share reverse stock splits, stock dividends, combinationsreorganizations, recapitalizations and the recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Acquiror Stock occurring after the Closing, including to account for any equity securities into which such shares are exchanged or converted) (such shares, the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on upon the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior terms and subject to the issuance of the Earnout Sharesconditions set forth in this Agreement; provided that, such Eligible Earnout Recipient’s participation in the any Earnout Shares shall decrease proportionally to the number issued in respect of such shares no longer held by such Eligible Earnout Recipient at the time a Company RSA exchanged for an Exchanged RSA that remains unvested as of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (Event and their right to receive any such Earnout Shares issued in connection therewith pursuant to this Section 3.12 shall vest and become due and issuablein equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) upon over the first remaining vesting schedule of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”applicable Exchanged RSA, and such Share Price Target shall be subject to equitable adjustment the same vesting conditions applied to such Exchanged RSA; provided, further, that any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for share splitswhich a filing under the HSR Act is required in connection with the issuance of Earnout Shares, share dividends, combinations, recapitalizations and until the like after the Closingapplicable waiting period under HSR Act has expired or been terminated. (b) In For the event that during the Earnout Period Pubco is subject to a Change avoidance of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Targetdoubt, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients Equityholders shall be entitled to receive Earnout Shares upon satisfaction the first occurrence of the applicable Triggering EventsEvent and in no event shall the Eligible Company Equityholders be entitled to receive more than the 1,078,125 shares of Acquiror Stock pursuant to this Section 3.12; (ii) to the extent the Triggering Event does not occur in accordance with the terms of this Agreement, then any Earnout Shares that would otherwise be issued under this Agreement as a result of the occurrence of the Triggering Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereof, and any subsequent transferee or assignee of any Pubco Ordinary Shares (iii) until the Closing occurs, Acquiror shall have no obligations under this Section 3.12, including any shares received as Merger Consideration) obligation to issue or cause to be issued any Earnout Shares and the Eligible Company Equityholders shall not have any no right to receive any Earnout Shares Shares. (c) If, after the Closing and on or any portion thereof. If an Eligible Earnout Recipient transfersprior to the two (2) year anniversary of the Closing Date, sellsthere is a Change of Control pursuant to which Acquiror or its stockholders have a right to receive consideration implying value of Acquiror Common Stock (as agreed in good faith by the Acquiror Board) of equal to or greater than $13.00, or otherwise disposes then (i) immediately prior to such Change of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective TimeControl, such Eligible Earnout Recipient’s participation in Acquiror shall issue the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares Eligible Company Equityholders (in accordance with each Eligible Company Equityholders’ respective Pro Rata Earnout Portion) and (ii) thereafter, this Section 3.12 shall terminate and no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of further Earnout Shares to shall be received by such other Eligible Earnout Recipients)issuable hereunder.

Earnout. (a) After Upon the Closing, terms and subject to the terms and conditions set forth contained herein, in the Eligible Earnout Recipients (as defined below) shall have event that the contingent right to receive an additional aggregate number EBITDA of Pubco Ordinary Shares equal to (i) Fifty-Seven the Company and its Subsidiaries on a consolidated basis is at least Seventeen Million Five Eight Hundred Thousand U.S. Dollars ($57,500,000)17,800,000) or greater (“Target EBITDA”) for the period from January 1, divided by (ii) the Redemption Price (subject to equitable adjustment for share splits2006 through and including December 31, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing 2006 (the “Earnout Period”) or the achievement ), an additional amount of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation consideration in the Earnout Shares shall decrease proportionally to the number amount of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares Four Million Five Hundred Thousand Dollars (and their right to receive such Earnout Shares shall vest and become due and issuable$4,500,000) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price MilestoneEarnout Payment”); or (ii) shall become payable to the beginning of a Phase 3 clinical trial with the FDA (or approval Selling Stockholder and shall be treated by the FDA of a Biologics License Application without parties as an adjustment to the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the ClosingPurchase Price. (b) In As promptly as practicable following, but no later than sixty (60) days following, completion of the event that during Purchaser’s consolidated financial statements for the Earnout Period, Purchaser shall prepare and deliver to the Selling Stockholder (i) a statement setting forth in reasonable detail the calculation of EBITDA of the Company and its Subsidiaries on a consolidated basis for the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control PriceEarnout Statement”) that is equal to or greater than the Share Price Target, then, subject and (ii) a certificate of an executive officer of Purchaser to the terms effect that the Earnout Statement has been in all respects prepared in accordance with this Section 3.5(b). The Earnout Statement and conditions the components of this Agreement, a Triggering Event EBITDA (“EBITDA Components”) shall be considered derived from the consolidated audited financial statements of the Purchaser for the year ending December 31, 2006, adjusted as necessary to have occurred pursuant to comply with Section 1.13(a3.5(g). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) The Selling Stockholder shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafterto review the Earnout Statement (“Earnout Review Period”). If the Selling Stockholder disagrees with Purchaser’s calculation of EBITDA or the Earnout Statement delivered pursuant to Section 3.5(b), the Selling Stockholder may, within twenty (20) days after receipt of the Earnout Statement, deliver a notice to Purchaser disagreeing with the Earnout Statement and setting forth the Selling Stockholder’ calculation of EBITDA and EBITDA Components. Any such notice of disagreement shall specify those items or amounts as to which the Selling Stockholder disagrees, and the Selling Stockholder shall be deemed to have agreed with all other items and amounts contained in the Earnout Statement delivered pursuant to Section 3.5(b). If the Stockholder Representative Parties do not reach a final resolution within fails to deliver such notice in such twenty (20) day period, then, the Selling Stockholder shall have waived its right to contest the Earnout Statement and the calculation of EBITDA set forth therein shall be deemed to be final and binding upon Purchaser and the written request Selling Stockholder and shall be used for purposes of either Representative Partythe adjustment pursuant to Section 3.5(a) above. (d) If a notice of disagreement shall be duly delivered pursuant to Section 3.5(c), the Representative Parties will refer Selling Stockholder and Purchaser shall, during the twenty (20) days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts contained within the Earnout Statement in order to determine, as may be required, EBITDA. If during such period, the Selling Stockholder and Purchaser are unable to reach such agreement, then all amounts and issues remaining in dispute shall be submitted by the Selling Stockholder and Purchaser to an Accounting Referee for a determination resolving such disputed items or amounts for the purpose of calculating EBITDA (it being understood that in making such calculation, the Accounting Referee shall be functioning as an expert and not as an arbitrator). If the parties are unable to agree on an appointment of an Accounting Referee, within ten (10) days after not being able to reach agreement thereon, an Accounting Referee shall be determined by mutual agreement of the regular auditor of the Company prior to the Independent Expert for final resolution Closing Date and the regular auditor of the dispute in accordance Purchaser and, if such auditors are unable to reach agreement within ten (10) days of being requested to do so, an Accounting Referee shall be determined by lot with each of the procedures Selling Stockholder and Purchaser submitting one candidate meeting the requirements of an Accounting Referee set forth in the definition thereof. In making such calculation, the Accounting Referee shall consider only those items or amounts in the Earnout Statement, the EBITDA Components and Purchaser’s calculation of EBITDA as to which the Selling Stockholder has disagreed. The Accounting Referee shall deliver to the Selling Stockholder and Purchaser, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Accounting Referee), a report setting forth its calculation of EBITDA. Such report shall be final and binding upon the Selling Stockholder and Purchaser and shall be used for purposes of determining the adjustment pursuant to Section 1.13(e)3.5(a) above. The cost of such review and report shall be borne equally by the Selling Stockholder, on the one hand, and Purchaser, on the other hand. (e) If a dispute with respect to an The Selling Stockholder, Purchaser and the Company shall, and shall cause their respective representatives to, cooperate and assist in the preparation of the Earnout Statement is submitted and the calculation of EBITDA and in accordance with this Section 1.13 the conduct of the review referred to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute3.5, if requested by including, without limitation, the Independent Expert, a reasonable engagement letter with respect making available to the determination to be made by the Independent Expert. All fees and expenses extent necessary of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papersbooks, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations work papers and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error)personnel. (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares Any payment made pursuant to this Section 1.13 3.5, shall be made within five (5) Business Days after EBITDA for the Earnout Period is personal agreed to Eligible Earnout Recipients by Purchaser and the Selling Stockholder or is not transferable, assignable, determined to be final and binding either pursuant to Section 3.5(c) or otherwise alienable, whether Section 3.5(d) by operation wire transfer of Law immediately available United States funds into such account or otherwise, except accounts designated by will or the laws of descent and distributionSelling Stockholder. Notwithstanding anything to the contrary in this Agreementcontained herein, only Eligible to the extent that, at the time any Earnout Recipients Payment is to be made, there exists any amounts owing from, or claims asserted against, the Selling Stockholder to Purchaser pursuant to Section 3.3(f), Section 8.10, Article X, or the Indemnity Side Letter, Purchaser shall be entitled to receive set-off any such amounts against the Earnout Shares upon satisfaction of the applicable Triggering EventsPayment, and when and whether such amounts are to be finally remitted to Seller or retained by Purchaser, as the case may be, shall be determined in a manner consistent with the procedures for the determination of payment of an Indemnification Claim under the Escrow Agreement; provided that (i) if the set-off relates to an Indemnification Claim and the amount set off, when added to the amount then held under the Indemnification Escrow Agreement, would exceed the sum of (A) the Indemnification Escrow Amount and (B) $450,000 (such sum, the “Earnout Escrow Amount”), the Purchaser and Selling Stockholder shall promptly execute a Joint Statement (as defined in the Indemnification Escrow Agreement) directing the Escrow Agent to pay to the Selling Stockholder an amount equal to such excess and (ii) if the set-off relates to a claim under the Indemnity Side Letter, the amount set-off shall reduce dollar for dollar any subsequent transferee or assignee of any Pubco Ordinary Shares cap on liability under the Indemnity Side Letter. (including any shares received g) Operating Rules and Guidelines. Except as Merger Consideration) set forth on Schedule 3.5(g), the following guidelines and rules shall not have any right be used in calculating EBITDA and the EBITDA Components and shall be followed with respect to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in and its Subsidiaries during the Earnout Shares shall decrease proportionally to Period: (i) EBITDA and the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (EBITDA Components and all other Eligible Earnout Recipients accounting terms used herein shall receive be determined in accordance with GAAP as in effect at the date of this Agreement applied on a pro rata increase basis consistent with that employed by the Company in the number preparation of the Financial Statements. (ii) During the Earnout Shares Period, for purposes of the calculation of EBITDA, Purchaser shall adhere to the pricing formula set forth in the Supply and Purchase Agreement dated as of February 13, 2003, by and between Purchaser and the Company (“Supply and Purchase Agreement”) with respect to sales to Purchaser of “Wabash” and “Transcraft” branded trailers; provided, however, that with respect to Purchaser’s direct house accounts (a current list of which is set forth on Exhibit A hereto), purchase price shall be received determined by reference to the lowest purchase price billed on comparable volume purchases of the same products, as adjusted to give effect to seasonality, plant usage and other matters that can affect the purchase price of the Company’s products; and further, provided, however, in the event the Company is required to move the production of “Transcraft” branded trailers to regular Company customers that are already in the Company’s backlog at such other Eligible time in order to satisfy orders placed by customers who are in Purchaser’s customer base, the contribution to margin of the sales to the Purchaser’s customers shall be determined based on the higher of the contribution to margin of the moved sales and the contribution to margin of the sales to the Purchaser’s customers. (iii) During the Earnout Recipients)Period, the Purchaser shall not take or fail to take any action with the intent and for the purpose of unfairly or prejudicially affecting the Company’s ability to achieve the Target EBITDA.

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) After by .081441 (the Closing“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 set forth hereinfor the Earnout, some of which are as follows: The term of the Eligible Earnout Recipients (as defined below) earnout period shall have commence on the contingent right Closing Date and shall continue until the first to receive an additional aggregate number occur of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000)a period of 36 months from the Closing Date, divided by or (ii) the Redemption Price (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations date the Vacant Space has been fully leased and is occupied by tenants then satisfying the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing Occupancy Conditions (the “Earnout Period”) or ). During the achievement term of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration Period (other than Excluded Transfers) and prior to the issuance satisfaction of the Earnout SharesOccupancy Conditions of any portion of the Vacant Space by a new tenant), such Eligible Earnout Recipient’s participation in Seller shall be responsible for the Earnout Shares shall decrease proportionally monthly pro rata share of taxes, insurance and common area expenses (collectively, the “Operating Expenses”) allocable to the number of such shares no longer held by such Eligible Earnout Recipient Vacant Space. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to the time of estimated aggregate Operating Expenses for the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to Vacant Space payable during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout MilestonesOperating Expense Escrow”). The share price threshold set forth above is referred to herein as Purchaser shall draw down on the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that Operating Expense Escrow during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account pay any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject Operating Expenses allocable to the terms Vacant Space as same become due. Once any portion of the Vacant Space is leased to, and conditions of this Agreementoccupied by, a Triggering Event 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 balance of the Operating Expense Escrow allocable to said space shall be considered promptly paid to have occurred pursuant to Section 1.13(a). (c) During Seller. Upon the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion expiration of the Earnout Period, the potential achievement balance of the Share Price Milestone Operating Expense Escrow, if any, shall be paid to Seller. Seller, or its affiliated entities, shall continue to serve as the Clinical Milestone 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 Change then Vacant Space is fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of Control Price the Earnout Period. Any amounts remaining in the event of a Change of Control Leasing Escrow after payment to Purchaser and/or Seller (and whether a Change of Control has occurredas applicable), as applicableprovided 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 determination 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 whether a Triggering Event the Vacant Space (and such new occupant has occurredsatisfied the Occupancy Conditions), in each casePurchaser shall, as set forth therein. If such written statement is delivered by a Representative Party within such upon ten (10) Business Day perioddays 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 after its receipt thereof by Purchaser, and in the event Purchaser fails to respond within an additional two (2) business days after a 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 deemed approved) and such lease is signed by the tenant and delivered to Purchaser but Purchaser fails to execute and deliver such lease within two (2) business days after receipt of the second notice described above, then the Representative Parties lease shall negotiate in good faith be deemed to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested have been executed by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement Purchaser as of the Independent Expert Notice Date and the Independent Expertsixth (6th) business day following Purchaser’s determination will be based solely upon and consistent with the terms and conditions receipt of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error)same. (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients).

Earnout. (a) After Following the Closing, subject to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on for the Trading Price of Pubco Ordinary Company Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation acquired in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial connection with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price MilestoneMerger, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) Days after becoming aware that an Earnout Milestone has been achievedthe occurrence of a Triggering Event, prepare and deliver Newco shall issue or cause to be issued to each Representative Party a written statement (eachapplicable Eligible Company Equityholder pursuant to Section 4.11(f), a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver with respect to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month outstanding Company Share and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred)Vested Company Option, as applicable, and owned by such Eligible Company Equityholder immediately prior to the determination of whether a Effective Time, the applicable Per Share Earnout Consideration in connection with such Triggering Event has occurred(which shall be equitably adjusted for stock splits, in each casereverse stock splits, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day periodstock dividends, then reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to shares of Newco Class A Common Stock occurring after the Representative Parties shall negotiate in good faith Closing and upon or prior to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, thenapplicable Triggering Event), upon the written request of either Representative Party, the Representative Parties will refer the dispute terms and subject to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures 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 1.13(e4.11(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter ) with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction the occurrence of such Triggering Event; provided, however, that each Triggering Event shall only occur once, if at all. Holders of Vested Company Options that are unexercised, issued and outstanding immediately before the Effective Time, holders of Unvested Company Options that hold related Converted Options that are vested as of 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 case receive the applicable Triggering EventsPer Share Earnout Consideration in accordance with this paragraph and Section 4.11(f) and shall not receive Earnout RSUs pursuant to Section 4.11(e). (b) At all times during the Earnout Period, Newco shall keep available for issuance a sufficient number of shares of unissued shares of Newco Class A Common Stock to permit Newco to satisfy in full its issuance obligations set forth in this Section 4.11 and any subsequent transferee or assignee of any Pubco Ordinary Shares shall take all actions reasonably required (including by convening any shareholder meeting and soliciting any required consents or approvals from shareholders) to increase the authorized number of shares received as Merger Consideration) of Newco Class A Common Stock if at any time there shall not have be insufficient unissued shares of Newco Class A Common Stock to permit such reservation. In no event will any right to receive any Earnout Shares or Earnout RSU Shares be represented by any portion thereofnegotiable certificates of any kind, and in no event will any holder of a contingent right to receive Earnout Shares or Earnout RSU Shares take any steps that would render such rights readily marketable. (c) Newco shall take such actions as are reasonably requested by the Eligible Company Equityholders to evidence the issuances pursuant to this Section 4.11, including through the provision of an updated register of members showing such issuances (as certified by a director or officer of Newco responsible for maintaining such register of members or the applicable registrar or transfer agent of Newco). (d) During the Earnout Period, Newco shall use reasonable best efforts for Newco to remain listed as a public company on, and for the shares of Newco Class A Common Stock (including, when issued, the Earnout Shares) to be tradable over the national securities exchange (as defined under Section 6 of the Exchange Act) on which the shares of Newco Class A Common Stock are then listed. (e) Notwithstanding anything to the contrary contained herein, in lieu of receiving Earnout Shares, holders of Unvested Company Options that are unexercised, issued and outstanding and holders of Unvested Company RSUs outstanding, in each case as of immediately prior to the Effective Time shall be issued Earnout RSUs upon the occurrence of a Trigging Event in accordance with this Section 4.11(e) to the extent the Converted Option related to such Unvested Company Option or the Converted RSU related to such Unvested Company RSU is outstanding and unvested as of the occurrence of a Triggering Event. If the Converted Option or Converted RSU related to such Unvested Company Option or Unvested Company RSU, as applicable, was forfeited after the Effective Time but prior to such Triggering Event, no Earnout RSUs will be issued for such Unvested Company Option or Unvested Company RSU, as applicable. The number of Earnout RSUs issued with respect to each Unvested Company Option shall be equal to (i) Per Share Earnout Consideration multiplied by (ii) the aggregate number of Company Shares underlying the applicable Unvested Company Option (assuming payment in cash of the exercise price of such Unvested Company Option) multiplied by (iii) the percentage of the shares of Newco Class A Common Stock subject to the related Converted Option that are unvested as of the Triggering Event. The number of Earnout RSUs issued with respect to each Unvested Company RSU shall be equal to the (i) Per Share Earnout Consideration multiplied by (ii) the aggregate number of Company Shares underlying the applicable Unvested Company RSU multiplied by (iii) the percentage of the shares of Newco Class A Common Stock subject to the related Converted RSU that are unvested as of the Triggering Event. Each Earnout RSU shall be subject to forfeiture if the underlying vesting conditions of the applicable Converted Option associated with the Unvested Company Option or Converted RSU associated with the Unvested Company RSU are not attained, and such forfeiture restrictions shall lapse with respect to a pro rata portion of the Earnout RSUs held by each holder of Earnout RSUs upon the satisfaction of such underlying vesting conditions of the applicable Converted Option associated with the Unvested Company Option or Converted RSU associated with the Unvested Company RSU and the relevant Earnout RSU Shares shall be issued to such holder. Earnout RSUs that have been forfeited shall be reallocated pro rata to the other holders of Converted Options and Converted RSUs then outstanding with holders of vested Converted Options and Converted RSUs receiving Earnout RSU Shares and holders of unvested Converted Options and Converted RSUs receiving Earnout RSUs that vest pro-rata in accordance with the remaining vesting schedule of the underlying unvested Converted Option or Converted RSU.. Each Earnout RSU shall be subject to adjustment in accordance with Section 4.11(a) as if such Earnout RSU were an Earnout Share, and shall not be entitled to dividends paid with respect to the shares of Newco Class A Common Stock during the forfeiture period. (f) In any issuance of shares of Newco Class A Common Stock to Eligible Company Equityholders pursuant to Section 4.11(a) or 4.11(e), each Eligible Company Equityholder shall receive a number of Earnout Recipient transfersShares or Earnout RSU Shares, sellsas applicable, equal to the applicable Per Share Earnout Consideration multiplied by the sum of the number of Company Shares Outstanding and the number of shares of Company Common Stock issued or otherwise disposes exercisable upon the exercise of any Pubco Ordinary Shares received all Company Options and settlement of Unvested Company RSUs, as Merger Consideration following applicable, in each case held by such Eligible Company Equityholder immediately before the Company Merger Effective Time, such subject to further adjustment and reallocation, to the extent applicable, as a result of forfeiture of any Earnout RSUs as provided in Section 4.11(e). (g) Any Earnout Shares received by an Eligible Company Equityholder pursuant to Section 4.11(a) shall be treated as additional shares of Newco Class A Common Stock received in the Merger for all applicable U.S. federal, state and local Tax purposes, except as otherwise required by Applicable Law pursuant to a “final determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable U.S. state or local Applicable Law). (h) The Parties intend that none of the rights to receive the Earnout Recipient’s participation Shares and any interest therein shall be deemed to be a “security” for purposes of any securities law of any jurisdiction. The right to receive the Earnout Shares are deemed contractual rights in connection with the Merger and the parties do not view the right to receive the Earnout Shares as an investment by the holders thereof. The right to receive the Earnout Shares will not be represented by any physical certificate or similar instrument. The right to receive the Earnout Shares does not represent an equity or ownership interest in any entity. No interest in the right to receive the Earnout Shares may be sold, transferred assigned, pledged, hypothecated, encumbered or otherwise disposed of, except by operation of law, and any attempt to do so shall be null and void. For the avoidance of doubt, (i) once issued, the Earnout Shares shall decrease proportionally be considered a “security” for purposes of any securities law of any jurisdiction and the restrictions set forth in the foregoing sentence shall not apply to such issued Earnout Shares, and (ii) no Earnout Shares shall be included in the calculation of the aggregate number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient shares of Newco Common Stock outstanding at or immediately after the time Closing for purposes of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients)this Agreement.

Earnout. (a) After Following the Closing, subject to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on for the Trading Price of Pubco Ordinary Shares during the Transactions, within five (5) year period Business Days after the occurrence of a Triggering Event, the Company Holders and the holders of Company Vested Equity Units and Company Unvested Equity Units set forth in the Rollover Schedule and the Allocation Schedule, shall be issued Topco Ordinary Shares, as referred to below and as set forth opposite such holder’s name on the Rollover Schedule and Allocation Schedule, which right 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 Topco Ordinary Shares occurring on or after the Closing (the “Earnout PeriodConsideration”, which consideration, for the avoidance of doubt, shall in no circumstances take the form of cash), upon the terms and subject to the conditions set forth in this Agreement; provided, however, that holders of Company Vested Equity Units and holders of Company Unvested Equity Units that are in the employment of the Company at the Closing shall, on the termination of such employment, forfeit any Earnout Consideration attributable to their Company Vested Equity Units or Company Unvested Equity Units and otherwise payable to them. Where any Earnout Consideration is forfeited, such Earnout Consideration shall be reallocated to the holders set forth on the Rollover Schedule and the Allocation Schedule on a pro rata basis. The right to receive the Earnout Consideration is not transferable. The Earnout Consideration shall be issued in the following manner: (i) Upon the occurrence of Triggering Event I, the number of Topco Ordinary Shares as set forth on the Rollover Schedule and / or the achievement Allocation Schedule (as the case may be); (ii) Upon the occurrence of certain clinical milestones specified below Triggering Event II, the number of Topco Ordinary Shares as set forth on the Rollover Schedule and / or the Allocation Schedule (as the case may be); (iii) Upon the occurrence of Triggering Event III, the number of Topco Ordinary Shares as set forth on the Rollover Schedule and / or the Allocation Schedule (as the case may be); and (iv) Upon the occurrence of Triggering Event IV, the number of Topco Ordinary Shares as set forth on the Rollover Schedule and / or the Allocation Schedule (as the case may be). (b) For the avoidance of doubt, the aggregate number of Topco Ordinary Shares that the Company Holders and the holders of Company Vested Equity Units and Company Unvested Equity Units will collectively have a right to receive pursuant to this Agreement in respect of the Earnout Consideration in no event shall exceed the aggregate of the numbers set forth on the Rollover Schedule and the Allocation Schedule. Any Earnout Consideration that is not earned and payable prior to the expiration of the applicable Triggering Event shall be forfeited. (c) If, during the Earnout Period. If an Eligible Earnout Recipient transfers, sellsthere is a Change of Control, or otherwise disposes each Triggering Event that has not yet occurred (and has not previously expired) as of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) immediately prior to the issuance Change of Control shall be deemed to have occurred if the price per share in the Change of Control equals or exceeds the applicable price target described in the applicable Triggering Event, and the Earnout Shares, Consideration (or any applicable portion thereof) will be deemed to have been issued immediately prior to the consummation of such Eligible Earnout Recipient’s participation Change of Control. (d) The Topco Ordinary Share price targets set forth in the Earnout Shares definitions of Triggering Event I, Triggering Event II, Triggering Event III and Triggering Event IV shall decrease proportionally 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 the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Topco Ordinary Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like occurring after the Closing. (be) In the event The Parties agree that during the Earnout Period Pubco is subject to a Change for all income Tax purposes, any payment of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, Consideration to the potential achievement Company Holders shall be treated as deferred consideration in the exchange pursuant to Section 351 of the Share Price Milestone Code and any corresponding provision of non-U.S. or U.S. state or local law, as appropriate (subject to imputation of interest under Section 483 or Section 1274 of the Clinical Milestone Code). The Parties shall prepare and file all Tax Returns consistent with the foregoing provisions of this Section 4.03(e) and shall not take any inconsistent position on any Tax Return, or during the applicable portion course of the Earnout Periodany audit, litigation or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute other proceeding with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolutionTaxes, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested unless otherwise required by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error)applicable Law. (f) If there is a final determination in accordance with this Section 1.13 The Parties agree that the Eligible Earnout Recipients are entitled obligation on Topco to receive issue the Earnout Shares for there being Consideration to Company Holders and holders of Company Vested Equity Units and Company Unvested Equity Units pursuant to Section 4.03(a) shall, without prejudice to any obligation of a Triggering EventCompany Holder or holder of Company Vested Equity Units or Company Unvested Equity Units to make payment, the Earnout Shares for such Triggering Event will in all cases be due upon such final determination conditional on and Pubco will deliver such shares subject to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion payment to Topco of an amount in cash equal to the aggregate nominal value of such Earnout Topco Ordinary Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and Notwithstanding any other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes provision of this Agreement, where an “Eligible issuance of the Earnout Recipient” means a Company Security Holder who Consideration would result in the imposition of an obligation on any person or persons (ieither severally or jointly) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to extend an offer to the Company Merger Effective Time and (ii) is a holder holders of Pubco Ordinary Shares received as Merger Consideration each class of equity share capital in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares Topco pursuant to this Section 1.13 is personal Rule 9 of the Irish Takeover Panel Act, 1997, Irish Takeover Rules, 2013, the requirement on Topco to Eligible issue such Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients Consideration shall be entitled to receive Earnout Shares upon satisfaction deferred until such time as the Irish Takeover Panel grants, for the purposes of such issuance, a waiver from the requirements of Rule 9 for the purposes of such issuance of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Earnout Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients).

Earnout. (a) After the Closing, subject Standard Pacific shall cause Buyer to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) shall have the contingent right pay to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving Seller its Earnout Pro Rata Portion of an aggregate amount equal to 15% of the positive Company Pre-Tax Income for the period from the Balance Sheet Date through December 31, 2002, and each of the three years ending December 31, 2003, 2004 and 2005 (each an "Earnout Payment" and collectively, the "Earnout"). If the amount of Company Pre-Tax Income generated is negative with respect to any period, such negative amount shall be carried forward to the following year and such negative amount shall be deducted from the Company Pre-Tax Income for purposes of calculating the Earnout SharesPayment for such following year. In addition, to the extent necessary, such negative amounts shall be carried forward for successive periods in which the Earnout is paid until offset by positive Company Pre-Tax Income. (b) Not later than 10 days after the audit committee of the Board of Director's of Standard Pacific approves Standard Pacific's year-end financial statements for the periods in respect of which Earnout Payments may be due, Buyer shall prepare and deliver to the Sellers' Representative Buyer's calculation of the Earnout Payment for the immediately preceding fiscal year. Within 20 days following Buyer's notification to the Sellers' Representative of its calculation of the applicable Earnout Payment, the Sellers' Representative shall deliver to Buyer a notice of objection signed by the Sellers' Representative (an "Earnout Objection Notice") or a notice of acceptance signed by the Sellers' Representative (an "Earnout Acceptance Notice") with respect to the calculation of the Earnout Payment. Buyer shall provide the Sellers' Representative and its accountant and other representatives, upon reasonable advance notice, access to the books and records of the Acquired Companies relating to the calculation of the Earnout Payment as additional consideration based may be reasonably requested by the Sellers' Representative. Buyer's calculation of each Earnout Payment shall be final and binding on the Trading Price parties if an Earnout Acceptance Notice is delivered to Buyer or if no Earnout Objection Notice is delivered to Buyer within such 20 day period. Any Earnout Objection Notice shall specify the items disputed, shall describe the reasons for the objection thereof, shall state the amount in dispute and shall state the Sellers' calculation of Pubco Ordinary Shares during the five Earnout Payment. If an Earnout Objection Notice is delivered, the potential dispute shall be resolved as set forth in Section 2.6. (5c) year period after If the Closing (Sellers' Representative delivers to Buyer the “Earnout Period”Acceptance Notice referred to in Section 2.5(b) or the achievement Sellers' Representative fails to deliver an Earnout Objection Notice within the 20 day period required by Section 2.5(b) with respect to any Earnout Payment, Buyer shall pay to the Sellers their Pro Rata Portion of certain clinical milestones specified below during any amounts which Buyer's calculation shall indicate to be owed to the Sellers within five Business Days after the delivery of such Earnout Acceptance Notice or the expiration of such 20 day period, as the case may be. Alternatively, if the Sellers' Representative delivers to Buyer the Earnout PeriodObjection Notice referred to in Section 2.5(b), within five Business Days after such delivery, Buyer shall pay the Sellers their Pro Rata Portion of the undisputed portion, if any, of the amount owed and, within five Business Days after the resolution of any dispute by the parties or the Unrelated Accounting Firm relating to the Earnout Objection Notice, Buyer shall pay the Sellers their Pro Rata portion of the remainder owed, if any. Any payment pursuant to this Section 2.5 shall be considered an adjustment to the Purchase Price, and shall be made in immediately available funds. The applicable Pro Rata Portion of the payment shall be delivered to each Seller by wire transfer to the account designated in writing by such Seller to Buyer at least three days prior to such payment. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance Buyer has not delivered its calculation of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally Payment for any applicable fiscal year to the number of such shares no longer held Sellers' Representative by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first January 31 of the following circumstances fiscal year, Buyer shall be obligated to occur to during pay simple interest on the Earnout Period Payment at the rate of 8% per annum calculated beginning on February 1 of such following fiscal year and ending on the day Buyer's calculation is delivered. (eachd) From the Closing Date until January 1, a “Triggering Event”):2006 (or until the payment in full of the Earnout, if earlier), Standard Pacific: (i) shall not, without the Trading Price equaling prior written consent of the Sellers' Representative, commingle the business of the Company and its Subsidiaries with any other division of Standard Pacific; provided, however, that the Sellers acknowledge and agree that (A) Standard Pacific may in good faith (and not for the intended purpose of avoiding or exceeding $11.50 per share for five limiting its obligations with respect to the Earnout Payments under this Section 2.5) elect to consolidate certain management, corporate or administrative functions across two or more divisions, and that if it does so, it will reasonably allocate the overhead cost of such functions across the participating divisions; (5B) consecutive Trading Days Standard Pacific may restructure the business of the Company and its Subsidiaries into any number of separate entities so long as such restructuring does not result in the commingling of the business of the Company and its Subsidiaries with any other division of Standard Pacific (all references to the “Share Price Milestone”Company and its Subsidiaries in this Section 2.5(d) includes the business of the Company and its Subsidiaries restructured as described in this Section 2.5(d)(i); or), and (C) Standard Pacific will sweep cash out of the Company and its Subsidiaries in the manner that Standard Pacific sweeps cash from Standard Pacific's other divisions (such swept cash to be treated as a non-interest bearing intercompany receivable of the Company and its Subsidiaries in the same manner as Standard Pacific's other divisions); (ii) shall not, without the beginning prior written consent of the Sellers' Representative, burden the Company and its Subsidiaries with debt incurred on behalf of the operations of Standard Pacific, other than the operations of the Company and its Subsidiaries; provided, however, that the Sellers acknowledge and agree that (A) the Company and its Subsidiaries may be guarantors of various obligations of Standard Pacific; (B) general corporate overhead will be allocated to the Company and its Subsidiaries in the same manner as such overhead is allocated to Standard Pacific's other divisions from time to time, provided that such general corporate overhead allocation shall not be less than 1.00% nor greater than 1.30% of the aggregate revenues of the Company and its Subsidiaries; (C) the cost of insurance will be allocated to the Company and its Subsidiaries in the same manner as it is allocated to Standard Pacific's other divisions based on claims history, product type, volume and other relevant factors; and (D) intercompany interest will be charged on qualified assets (as described in SFAS 34 "Capitalization of Interest"), stale inventory, investments in joint ventures and on such other assets as Standard Pacific may charge its other divisions from time to time; (iii) shall provide to the Company an amount of capital reasonably necessary to accomplish the Business Plan; provided, however, that the Sellers acknowledge and agree that the Business Plan may be revised in such a manner so as to result in a reduction in the amount of capital reasonably necessary to accomplish the revised Business Plan either, (A) by the mutual agreement of Standard Pacific and the Sellers' Representative, or (B) by Standard Pacific, acting alone, to reflect then current market conditions and actual operating results of the Company and its Subsidiaries if the Company and its Subsidiaries fail to meet or exceed budgeted Company Pre-Tax Income as set forth in the Business Plan for any particular year, provided that Standard Pacific will consult in good faith with the Sellers' Representative prior to taking any such action and in developing any revised Business Plan; and (iv) shall not, without the prior written consent of the Sellers' Representative, begin any "start-up" home building operations outside of the corporate structure of the Company and its Subsidiaries in any area located in South West Florida (i.e. the counties of Citrus, Hernando, Pasco, Polk, Hillsborough, Pinnellas, Manatee, Sarasota, Charlotte, ▇▇▇ and ▇▇▇▇▇▇▇), North Carolina or South Carolina; provided however, that Standard Pacific and its Affiliates may acquire additional homebuilding businesses (by purchase of assets or stock, by merger or otherwise) which operate in the foregoing markets; but in such event, Standard Pacific shall not, without the consent of the Sellers' Representative, (A) commingle any assets, liabilities or operations of the acquired businesses with that of the Company and its Subsidiaries, (B) permit any such acquisitions to diminish the capital available to the Company and its Subsidiaries pursuant to subsection (iii) above, or (C) permit any such acquired businesses to use the same trade name as then used by the Company or its Subsidiaries in such overlapping market. (e) In the event of a Phase 3 clinical trial Change of Control of Standard Pacific, payment of the Earnout Payment for each period that has not been completed shall be accelerated and the discounted amount shall be paid in full to the Sellers, as set forth in this Section 2.5(e), upon consummation of the Change of Control transaction. For purposes of calculating the Earnout Payments to be paid upon a Change in Control, the Earnout Payment for each period which has not been completed on the date of consummation of the Change in Control transaction shall equal 15% of the projected Company Pre-Tax Income for each such period, as set forth in Standard Pacific's then current business plan of the Company and its Subsidiaries for such periods (less any negative amounts carried forward to such periods pursuant to Section 2.5(a)). Such amount shall be discounted to its present value on the date of the consummation of the Change of Control payment based on a discount rate of 8%, and assuming each Earnout Payment for each such period would be made on January 31 of the next succeeding year. (f) In the event that the employment of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is terminated by Buyer or the Acquired Companies without Cause or by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for Good Reason (each, as defined in the Employment Agreement of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ attached hereto as Exhibit C-1), the aggregate Earnout Payment to be paid to the Sellers for each period that has not yet been completed as of the date of such termination shall equal (regardless of the actual results of operations of the Company and its Subsidiaries) 15% of the positive budgeted Company Pre-Tax Income for each such period, as set forth in the Business Plan for such period (less any negative amounts carried forward to such period pursuant to Section 2.5(a)). Each such Earnout Payment shall be paid by Buyer to the Sellers not later than January 31 of the year following the period with respect to which such Earnout Payment is due. (g) Neither the FDA (Earnout nor any interest therein shall be transferable by any Seller in any manner other than by will or approval by the FDA laws of descent or distribution, provided however, it shall not be a Biologics License Application without the need for a Phase 3 clinical trialviolation of this Section 2.5(g) for the Target Companies’ clinical development program for if the ▇▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that during Children Sellers transfer their interests in the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇ ▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination pursuant to the so-called Section 4(1 1/2) exemption or other exemption from federal securities law, provided that the transfer is in compliance with all requirements of such exemption and other applicable securities laws, and written notice of any such transfer is delivered to Standard Pacific no later than December 31, 2002. The Earnout will be payable even if the Employee Sellers are not employed by Pubco the Company or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients).

Earnout. (a) After Upon the Closingoccurrence of the First Earnout Triggering Event, subject to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) FiftyACT shall issue to the Earnout Participants, the First ACT Earnout Tranche, allocated among the Earnout Participants in the amount and class of Post-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by Closing ACT Shares in accordance with Schedule III and (ii) the Redemption Price Company shall issue to the Earnout Participants, the First Company Earnout Tranche, allocated among the Earnout Participants in accordance with Schedule III. (subject b) Upon the occurrence of the Second Earnout Triggering Event, (i) ACT shall issue to equitable adjustment for share splitsthe Earnout Participants, share dividendsthe Second ACT Earnout Tranche, combinationsallocated among the Earnout Participants in the amount and class of Post-Closing ACT Shares in accordance with Schedule III and (ii) the Company shall issue to the Earnout Participants, recapitalizations the Second Company Earnout Tranche, allocated among the Earnout Participants in accordance with Schedule III. (c) All Post-Closing ACT Shares issued pursuant to this Section 2.7 (i) will be duly authorized, validly issued, fully paid and the like after the Closingnonassessable, (ii) will have been issued in compliance with applicable Law, including to account for any equity securities into which such shares are exchanged or converted) Securities Laws, in each case, under this clause (the “Earnout Shares”ii), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five in all material respects and (5iii) year period after the Closing (the “Earnout Period”) will not have been issued in breach or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes violation of any Pubco Ordinary Shares received as Merger Consideration preemptive rights or Contract to which ACT is a party or bound, in each case, under this clause (other than Excluded Transfersiii), in any material respect. All Post-Closing Company Units (A) will be duly authorized and validly issued, (B) will have been issued in compliance with applicable Law, including Securities Laws, in each case, under this clause (B), in all material respects and (C) will not have been issued in breach or violation of any preemptive rights or Contract to which the Company is a party or bound, in each case, under this clause (C), in any material respect. (d) If, prior to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Post-Closing ACT Shares pursuant to this Section 1.13(b) in connection therewith) (2.7, the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms issued and conditions of this Agreement, a Triggering Event outstanding Post-Closing ACT Shares shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved andchanged into a different number of shares or a different class, if it is the Share Price Milestoneby reason of any stock dividend, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end change to capitalization, subdivision, reclassification, recapitalization, split, combination or exchange of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Periodshares, or the Change of Control Price in the any similar event of a Change of Control (and whether a Change of Control has shall have occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period number of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other outPost-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Closing Act Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares issuable pursuant to this Section 1.13 is personal 2.7 will be equitably adjusted to Eligible provide to the Earnout Recipients Participants the same economic effect as contemplated by this Agreement. If, prior to the issuance of any Post-Closing Company Units pursuant to this Section 2.7, the issued and is not transferableoutstanding Post-Closing Company Units shall have been changed into a different number of shares or a different class, assignableby reason of any unit distribution, change to capitalization, subdivision, reclassification, recapitalization, split, combination or exchange of units, or otherwise alienableany similar event shall have occurred, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to then the number of such Pubco Ordinary Shares no longer held Post-Closing Company Units issuable pursuant to this Section 2.7 will be equitably adjusted to provide to the Earnout Participants the same economic effect as contemplated by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients)this Agreement.

Earnout. (a) After the Closing, subject to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as 2.4.1 As promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five ninety (590) days following each of the fiscal years ended December 31, 2013, 2014 and 2015, Buyer will deliver to the Members a written notice setting forth in reasonable detail Buyer’s calculation of Actual EBITDA, in the case of the fiscal years ended December 31, 2013 and 2014, and Actual EBITDA and Actual Cumulative EBITDA, in the case of the fiscal year ended December 31, 2015 (each, an “EBITDA Notice”). Upon receipt of an EBITDA Notice, the Members and their Representatives shall be given reasonable access to all of the books and records of the Company relating to such notice. 2.4.2 The Members shall have thirty (30) Business DaysDays following receipt of an EBITDA Notice to review it and to notify Buyer in writing if the Members dispute any item or amount set forth on such EBITDA Notice, after a Change of Control of Pubco, specifying the CFO will send a written statement (a “Change of Control Earnout Statement” and, reasons therefor in reasonable detail together with the Triggered Members’ calculation of such item or amount (each, an “Earnout Statements Dispute Notice” and each item or amount on the Earnout Dispute Notice, an “Earnout Disputed Item”). Other than the Earnout Disputed Items, the Members shall be deemed to have accepted all items and amounts contained in such EBITDA Notice. 2.4.3 In the event that the Members shall deliver an Earnout Dispute Notice to Buyer, Buyer and the Monthly Members shall attempt to resolve any Earnout StatementsDisputed Item as promptly as practicable and, upon such resolution, if any, any adjustments to the EBITDA Notice shall be made in accordance with the agreement of Buyer and the Members. If, for any reason, Buyer and the Members are unable to resolve any Earnout Disputed Item within fifteen (15) Business Days of the Members’ delivery of such Earnout Dispute Notice, such dispute shall be resolved by the Independent Accountant Arbitrator; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Buyer and the Members shall within fifteen (15) Business Days after the end of such fifteen (15)-Business Day period agree on an alternate independent accounting firm, or in default thereof such selection shall be made by AAA, which accounting firm shall be the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of ControlIndependent Accountant Arbitrator” hereunder, and indicating whether such determination shall be final and binding on, and shall not be subject to appeal by, Buyer or the Members, and may be entered and enforced as provided in Section 12.3. If there is a Triggering Event has occurred as a result referral to the Independent Accountant Arbitrator, each of such Change of Control. Notwithstanding Buyer and the foregoingMembers agree, neither any failure if requested by the CFO Independent Accountant Arbitrator, to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether execute a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have reasonable engagement letter and submit to the Independent Accountant Arbitrator not later than ten (10) Business Days after its receipt of an appointment, a written statement summarizing such Party’s position on the Earnout Statement to review itDisputed Items, together with such supporting documentation as such Party deems necessary. The Representative PartiesIndependent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Buyer and the Members, and their respective Representatives not by independent review, only the Earnout Disputed Items that have not been settled by negotiation, and its determination with respect to each Earnout Disputed Item shall be an amount within the range established with respect to such Earnout Disputed Item by Buyer’s calculation delivered pursuant to Section 2.4.1, on their behalfthe one hand, may make inquiries and the Members’ calculation delivered pursuant to Section 2.4.2, on the other hand. The Independent Accountant Arbitrator shall be instructed to use reasonable best efforts to deliver to Buyer and the Members a written report setting forth the resolution of each Disputed Item within thirty (30) days of submission of the CFO materials submitted by Buyer and related personnel and advisors of Pubcothe Members to it and, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereofany case, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewithas promptly as practicable after such submission. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (Any expenses relating to the attention engagement of the CFO) Independent Accountant Arbitrator in respect of its services pursuant to this Section 2.4.3 shall be borne by Buyer and the other Representative Party a statement setting forth its objections thereto (Members in reasonable detail). If such written statement is not delivered relative proportion to the amount by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and which the calculation of the Trading Price during the applicable portion Earnout Disputed Items by each of them differs from that of the Earnout PeriodIndependent Accountant Arbitrator, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination calculation to be made by the Independent ExpertAccountant Arbitrator. All fees A “Final EBITDA Notice” shall be (a) if no Earnout Dispute Notice has been timely delivered by the Members, the EBITDA Notice, as originally submitted by Buyer, or (b) if an Earnout Dispute Notice has been timely delivered by the Members, the EBITDA Notice, as adjusted to take into account (i) the items and expenses of amounts accepted or deemed to have been accepted by the Independent ExpertMembers, (ii) Earnout Disputed Items settled by negotiation and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such (iii) Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination Disputed Items determined by the Independent Expert will be Accountant Arbitrator. 2.4.4 If Actual EBITDA calculated based solely on presentations with respect a Final EBITDA Notice for any of the fiscal years ended December 31, 2013, 2014 and 2015 equals or exceeds eighty-five percent (85%) of Projected EBITDA for any such fiscal year, Buyer shall pay the Members for such fiscal year one-third (1/3) of Actual EBITDA for such fiscal year (each, a “Yearly EBITDA Payment”), by wire transfer of immediately available funds, without deduction, set-off, counterclaim or withholding (except as otherwise permitted pursuant to such disputed items Sections 2.5 and 10.10), within five (5) Business Days after the determination of the Final EBITDA Notice to the account or accounts designated by the Representative Parties to Members in writing no later than three (3) Business Days after the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert determination of the disputed itemsFinal EBITDA Notice. For the avoidance of doubt, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation if Actual EBITDA calculated based on a Final EBITDA Notice for any of the other Representative Party fiscal years ended December 31, 2013, 2014 and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It 2015 is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within fortyless than eighty-five (4585%) days of Projected EBITDA for any such fiscal year, Buyer shall make no Yearly EBITDA Payment for such fiscal year. 2.4.5 If Actual Cumulative EBITDA calculated based on a Final EBITDA Notice equals or exceeds one hundred percent (100%) of Projected Cumulative EBITDA, Buyer shall pay the Members, if positive, Fifteen Million Dollars ($15,000,000) less the aggregate amount of any Yearly EBITDA Payments paid or payable (the “Cumulative EBITDA Payment”), by wire transfer of immediately available funds, without deduction, set-off, counterclaim or withholding (except as otherwise permitted pursuant to Sections 2.5 and 10.10), within five (5) Business Days after its engagementthe determination of the Final EBITDA Notice for the fiscal year ended December 31, or as soon thereafter as possible, will be set forth in a written statement delivered 2015 to the Representative Parties account or accounts designated by the Members in writing no later than three (3) Business Days after the determination of the Final EBITDA Notice for the fiscal year ended December 31, 2015. If Actual Cumulative EBITDA calculated based on a Final EBITDA Notice equals or exceeds one hundred-fifteen percent (115%) of Projected Cumulative EBITDA, Buyer shall pay the Members fifty percent (50%) of the difference between Actual Cumulative EBITDA and will be finalProjected Cumulative EBITDA (the “Premium Performance Payment,” together with the Yearly EBITDA Payments and the Cumulative EBITDA Payment, conclusiveeach an “Earnout Amount”), nonby wire transfer of immediately available funds, without deduction, set-appealable off, counterclaim or withholding (except as otherwise permitted pursuant to Sections 2.5 and binding 10.10), within five (5) Business Days after the determination of the Final EBITDA Notice for all purposes hereunder the fiscal year ended December 31, 2015 to the account or accounts designated by the Members in writing no later than three (other 3) Business Days after the determination of the Final EBITDA Notice for the fiscal year ended December 31, 2015. For the avoidance of doubt, if Actual Cumulative EBITDA calculated based on a Final EBITDA Notice is less than for fraud one hundred percent (100%) of Projected Cumulative EBITDA, Buyer shall make no Cumulative EBITDA Payment or manifest error)Premium Performance Payment. 2.4.6 For so long as any Earnout Amount may be payable, (fi) If there is a final determination Buyer shall take, and shall cause the Company to take, all appropriate measures to ensure that the Company generates financial statements sufficient to allow the Earnout Amounts to be calculated and reviewed in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination Agreement and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10ii) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will Buyer shall not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall notintentionally take, and shall cause its Subsidiariesthe Company not to intentionally take, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing which is to frustrate the achievement or attainment ability of the Earnout MilestonesCompany to meet or exceed Projected EBITDA. (h) For purposes of this Agreement, an “Eligible 2.4.7 The Members hereby agree that any Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior Amounts paid to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients Members shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipientdistributed in accordance with each Member’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients)Allocable Share.

Earnout. (a) After the Closing, subject to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) Sellers shall have the contingent right be eligible to receive deferred consideration in an additional aggregate number amount of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) 18,000,000.00 (the “Earnout SharesAmount”), as determined in accordance with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Periodthis Section 2.5. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes the TTM Materials Spread at the end of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to calendar quarter during the Earnout Period (each, a “Triggering Event”): (ibeginning with the first full calendar quarter ending after the Closing Date) the Trading Price equaling is equal to or exceeding greater than $11.50 per share for five (5) consecutive Trading Days 47,533,284.00 (the “Share Price MilestoneMaterials Spread Target”); or, then Purchaser shall pay to Sellers the Earnout Amount in accordance with Section 2.5(c). The Acquired Companies shall be required to achieve the Materials Spread Target only once during the Earnout Period, and the Earnout Amount shall be deemed fully earned as of the date such Materials Spread Target is first achieved. If the Acquired Companies fail to achieve the Materials Spread Target prior to the end of the Earnout Period, then the Earnout Amount will not have been earned and will not be owed or payable (and will be forfeited). For the avoidance of doubt, if the Earnout Amount is not earned, neither Purchaser nor any of its Affiliates shall have any further obligation with respect to the Earnout Amount. The calculation of Materials Spread and TTM Materials Spread shall be determined in accordance with Annex D. (iib) Within 45 days after the beginning end of any full calendar quarter during the Earnout Period that Purchaser believes the Materials Spread Target has been achieved, Purchaser shall provide the Sellers Representative with a Phase 3 clinical trial written statement (the “Earnout Statement”) setting forth in reasonable detail its good faith calculation of the TTM Materials Spread, calculated in accordance with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the Annex D. ▇▇▇▇▇▇▇ syndrome shall have the right to review the Earnout Statement and shall notify Purchaser in writing within 30 days after receiving the Earnout Statement, which notice shall set forth in reasonable detail the basis for any objection and shall provide supporting information and calculations with respect thereto. The Parties shall cooperate in good faith to reach agreement on the disputed items or amounts, if any. Any items in the Earnout Statement not disputed by S▇▇▇▇▇▇ in writing within 30 days after receipt of the Earnout Statement will be deemed agreed to by the Parties. If no timely written objection by the Sellers Representative has been given, the Earnout Statement, as prepared by Purchaser, and as adjusted pursuant to any other clinical development program for Pharmaceutical Products developed by a Target Company agreement between the Parties, will be conclusive, final and binding on the Parties (the “Clinical Milestone” and together with the Share Price Milestone, the “Final Earnout MilestonesStatement”). The share price threshold If the Parties are unable to reach an agreement regarding the Earnout Statement and any resulting Earnout Amount, then Sellers will retain the right to dispute the Earnout Statement and any resulting Earnout Amount in the same manner as set forth above is referred to herein in and otherwise in accordance with the dispute resolution provisions of Section 2.4(d) and Section 2.4(e) as if such provisions were incorporated into and set out in this Section 2.5(b). For the “Share Price Target”avoidance of doubt, and such Share Price Target any disputes arising under this Section 2.5(b) shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations resolved exclusively in accordance with Section 2.4(d) and the like after the Closing. (b) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a2.4(e). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) Within 60 days after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurredany Final Earnout Statement in accordance with Section 2.5(b) that reveals that the Earnout Amount is to be paid, Purchaser shall pay to Sellers the Earnout Amount in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute cash in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent reviewSellers Allocation; provided, that such presentations will be deemed Purchaser may elect to include any work papers, records, accounts or similar materials delivered to satisfy the Independent Expert Earnout Equity Portion by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination issuing Earnout Securities in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients2.5(d).

Earnout. (a) After No later than September 30, 2001 (the Closing"Earnout Determination Date"), HSA shall, for the period commencing on the date hereof and ending on July 31, 2001 (the "Earnout Period"), deliver to the Representative DC's audited consolidated statements of operations ("Earnout Period Financial Statement"), which financial statement shall have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and reviewed by Pricewaterhouse Coopers LLP, HSA's independent accountants ("PWC"). Concurrently with the delivery of the Earnout Period Financial Statement, HSA shall deliver to the Representative a notice (the "Earnout Notice") indicating the Earnout Market Value (as defined in Section 4.3(b) below), if any, as determined by HSA in good faith based on the Earnout Period Financial Statement (the "Earnout Determination"). At the request and expense of the Representative, HSA shall permit independent accountants designated by the Representative to have access to the accounting personnel of PWC used by HSA to perform such review. The Earnout Determination shall become final (the "Final Earnout Determination") thirty (30) days after the Earnout Notice is so delivered by HSA unless the Representative sets forth any objection thereto in a written notice to HSA, which notice shall include the basis for the objection to the Earnout Determination and the Representative's own determination of the Earnout Market Value during such thirty (30) day period, in which event the parties shall endeavor in good faith to resolve such dispute within fifteen (15) days after such notice and failing such resolution to mutually agree upon a partner of a Big Five accounting firm (other than a firm which represents HSA) (the "Accounting Firm") to resolve such dispute promptly, and in no event later than 30 days after the 15-day dispute resolution period, and whose determination shall be final and conclusive. If the parties cannot agree on the selection of the Accounting Firm, or the selected Accounting Firm declines to accept its appointment as the Accounting Firm and the parties cannot agree on the selection of another independent accounting firm to act as the Accounting Firm, either party may seek Speedy Arbitration to select such a firm, and such appointment shall be conclusive and binding on the parties. Promptly, but within 30 days after acceptance of its appointment as the Accounting Firm, the Accounting Firm shall take all such actions (including, without limitation, any audit procedures) as shall be necessary to determine the remaining disputed items and shall render a written report to the Representative and the Surviving Corporation upon such items. During such 30 day period, the Surviving Corporation shall afford the Accounting Firm full access to any and all of its records and work papers related to the dispute, and the Surviving Corporation shall use its reasonable best efforts to make available (subject to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing (the “Earnout Period”) or the achievement of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance policies of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time Surviving Corporation's accountants) any work papers of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) Surviving Corporation's accountants created in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred pursuant to Section 1.13(a). (c) During the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicableMarket Value, and the determination assistance of whether a Triggering Event has occurredthe Surviving Corporation's accountants, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then necessary to enable the Representative Parties shall negotiate in good faith Accounting Firm to resolve any such objections for a period review the calculation of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients).

Earnout. (a) After At the Closing, subject and as additional consideration for the Merger and the other Transactions, Acquiror shall issue or cause to be issued in the name of each Eligible Company Equityholder its, his or her Pro Rata Share of a number of shares of Acquiror Class A Common Stock equal to the terms and conditions set forth herein, the Eligible Total Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) Amount (the “Earnout Shares”)) and, in accordance with each actual or deemed written instructions from the Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of Company Equityholders, Acquiror shall deposit or cause to be deposited such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing shares at an account (the “Earnout PeriodEscrow Account”) or with an escrow agent reasonably selected by Acquiror (the achievement of certain clinical milestones specified below during “Earnout Escrow Agent”) in accordance with an escrow agreement in form and substance reasonably acceptable to Acquiror and the Company, to be entered into on the Closing Date by and among Acquiror, the Company and the Earnout Period. If an Eligible Escrow Agent (the “Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time of the Triggering EventEscrow Agreement”). The parties hereto agree that the Eligible Earnout Recipients Company Equityholders shall be entitled to receive 100% treated as the owner of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during for so long as they are in the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share Escrow Account for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”income Tax purposes, and shall file all Tax Returns consistent with such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closingtreatment. (b) In Promptly upon the event that during occurrence of any Triggering Event, Acquiror shall prepare and deliver, or cause to be prepared and delivered, a written notice to the Earnout Escrow Agent (a “Release Notice”), which Release Notice shall set forth the specific release instructions with respect thereto (including the number of Earnout Shares to be released to each Eligible Company Equityholder). No Eligible Company Equityholder shall, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, any of the Earnout Shares until the date on which the relevant Triggering Event has occurred as described in Section 3.03(f) and such shares have been released to the Eligible Company Equityholders. Any Earnout Shares not eligible to be released from the Earnout Escrow Account in accordance with the terms of Section 3.03(f) on or before the last day of the Earnout Period Pubco shall immediately thereafter be forfeited to Acquiror and canceled and the Eligible Company Equityholders shall not have any rights with respect thereto. Effective as of the Closing, each Eligible Company Equityholder shall have the right to vote each of its Earnout Shares until such Earnout Shares are forfeited as if the Eligible Company Equityholder was the owner of record of such Earnout Shares. Notwithstanding the forgoing, to the extent any holder of Exchanged Restricted Stock is subject entitled to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b3.03(b), such Earnout Shares shall only be issued to such holder, if at all, on the later of (i) in connection therewith) (the “Change of Control Price”) that is equal to or greater than date the Share Price Target, then, subject Earnout Shares are issued to the terms and conditions Eligible Company Equityholders, or (ii) the vesting of this Agreementsuch Exchanged Restricted Stock in accordance with its terms. For the avoidance of doubt, in the event Exchanged Restricted Stock is forfeited without vesting prior to the occurrence of a Triggering Event shall Event, such Exchanged Restricted Stock will not be considered entitled to have occurred pursuant Earnout Shares with respect to Section 1.13(a)such Triggering Event. (c) During Until Earnout Shares have been released or been forfeited hereunder, an amount equal to any dividends or distributions that would have been payable to the Eligible Company Equityholders if the Earnout Period, Pubco’s Chief Financial Officer Shares had been released prior to the record date for such dividends or distributions shall be delivered by Acquiror to the Earnout Escrow Agent for the benefit of the Eligible Company Equityholders with respect to the Earnout Shares (the “CFOWithholding Amount”) ). If any securities of Acquiror or any other person are included in the Withholding Amount, then any dividends or distributions in respect of or in exchange for any of such securities in the Withholding Amount, whether by way of stock splits or otherwise, shall monitor be delivered to the Trading Price on each Trading Day Earnout Escrow Agent and monitor included in the potential achievement “Withholding Amount”, and will be released to the Eligible Company Equityholders upon the release of the Clinical Milestonecorresponding securities. If and when the Earnout Shares are released in accordance with this Section 3.03, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an the Earnout Milestone has been achieved, prepare and deliver Escrow Agent shall release to each Representative Party a written statement (each, a “Triggered Eligible Company Equityholder its Pro Rata Share of the aggregate amount of the Withholding Amount attributable to such Earnout Statement”) Shares that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved released and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statementapplicable, shall in continue to withhold any way prejudice whether a Triggering Event has occurred or whether any remaining Withholding Amount that is attributable to such Earnout Shares that have not yet been released until such Earnout Shares are issuable by Pubcoreleased, in which case such remaining Withholding Amount shall be released to the Eligible Company Equityholders based on their respective Pro Rata Shares. If all or any portion of the Earnout Shares are forfeited to Acquiror in accordance with this Section 3.03, then the portion of the Withholding Amount attributable to the portion of the Earnout Shares that have been forfeited to Acquiror shall be automatically forfeited to Acquiror without consideration and with no further action required of any person. (d) Each Representative Party will have ten (10) Business Days after its receipt of an The Earnout Statement Shares shall be released and delivered from the Earnout Escrow Account and distributed to review it. The Representative Parties, and their respective Representatives or on their behalf, may make inquiries behalf of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery Eligible Company Equityholders upon receipt of the applicable Release Notice by the Earnout StatementEscrow Agent as follows: (i) Upon the occurrence of Triggering Event I, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation a one-time release of one-half of the Trading Price during Total Earnout Shares Amount; (ii) Upon the applicable portion occurrence of Triggering Event II, a one-time release of one-fourth of the Total Earnout PeriodShares Amount; and (iii) Upon the occurrence of Triggering Event III, the potential achievement a one-time release of one-fourth of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Total Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e)Shares Amount. (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to For the Independent Expert for final resolutionavoidance of doubt, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients Equityholders shall be entitled to receive Earnout Shares upon satisfaction the occurrence of each Triggering Event; provided, however, that each Triggering Event shall only occur once, if at all, and in no event shall the Eligible Company Equityholders be entitled to receive more than the Total Earnout Shares Amount. (f) The Total Earnout Shares Amount and the Acquiror Class A Common Stock price targets set forth in the definitions of Triggering Event I, Triggering Event II and Triggering Event III shall be equitably adjusted for (i) stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Acquiror Class A Common Stock occurring on or after the Closing (other than the conversion of the applicable Triggering EventsAcquiror Founders Class B Stock into Acquiror Class A Common Stock prior to the Closing) and (ii) as described in the final sentence of this clause (f). To the extent any Exchanged Restricted Stock or Exchanged Restricted Stock Unit is forfeited on or after the Closing, the Total Earnout Shares Amount shall be increased by one Earnout Share for each share of Acquiror Class A Common Stock underlying such forfeited Exchanged Restricted Stock or Exchanged Restricted Stock Unit, and Acquiror shall deposit or cause to be deposited such additional shares into the Earnout Escrow Account. Such additional shares of Acquiror Class A Common Stock deposited in the Earnout Escrow Account shall be made from the authorized but unissued shares of Acquiror Class A Common Stock and shall otherwise be treated as Earnout Shares for all purposes, including under the terms of Earnout Escrow Account. (g) If, during the Earnout Period, there is a Change in Control that results in the holders of Acquiror Class A Common Stock receiving a per share price equal to or in excess of the price targets set forth in the definitions of Triggering Event I, Triggering Event II and Triggering Event III, then immediately prior to the consummation of such Change in Control: (i) any subsequent transferee or assignee such Triggering Event with a price target less than the per share price received by holders of Acquiror Class A Common Stock that has not previously occurred shall be deemed to have occurred and Acquiror shall cause the Earnout Escrow Agent to release the applicable Earnout Shares with respect to a Triggering Event with a price target less than the per share price received by holders of Acquiror Class A Common Stock to any Pubco Ordinary to the Eligible Company Equityholders; and (ii) all other Triggering Events shall be deemed to have not occurred and all Earnout Shares (including any shares received as Merger Consideration) that would have been released from the Earnout Escrow Account to the Eligible Company Equityholders if such other Triggering Events had occurred shall immediately thereafter be forfeited to Acquiror and canceled and the Eligible Company Equityholders shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes rights with respect thereto. (h) The issuance of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally be treated as an adjustment to the number of such Pubco Ordinary Shares no longer held total consideration paid pursuant to the Merger by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received parties for Tax purposes, unless otherwise required by such other Eligible Earnout Recipients)applicable Law.

Earnout. (a) After Following the Closing, subject to the terms and conditions set forth herein, the Eligible Designated Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number their respective Earnout Allocation of the Earnout Shares totaling 3,093,750 shares of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) Class A Common Stock in the Redemption Price aggregate (subject to equitable adjustment for share stock splits, share stock dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted) (, the “Designated Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading performance of the Pubco Class A Common Stock and the achievement of Share Price of Pubco Ordinary Shares Targets (as defined below) during the five (5) three-year period after beginning on the Closing Date and ending on the third anniversary of the Closing Date (the “Earnout Period”) or ), in accordance with this Section 1 based upon the achievement occurrence of certain clinical milestones specified below the following events, if any, during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration (other than Excluded Transfers) prior to the issuance of the Earnout Shares, such Eligible Earnout Recipient’s participation in the The Designated Earnout Shares shall decrease proportionally to the number of such shares no longer held will be reserved for issuance by such Eligible Earnout Recipient at the time of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (Pubco and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold set forth above is referred to herein as the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splitsthat certain Registration Rights Agreement, share dividends, combinations, recapitalizations and the like after the Closingentered into contemporaneously with this Earnout Agreement. (bi) In the event that during the Earnout Period VWAP of the Pubco is subject to a Change of Control at an express Class A Common Stock on the Trading Market equals or implied price exceeds $12.50 per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewithas adjusted for stock splits, stock dividends, reorganizations and recapitalizations) (the “Change of Control Price”) that is equal to or greater than the Tier I Share Price Target”) for any twenty (20) Trading Days within any consecutive thirty (30) Trading Days during the Earnout Period, then, subject to the terms and conditions of this Earnout Agreement, a Triggering Event shall SPV will be considered entitled to receive 656,250 of the Designated Earnout Shares and Sponsor will be entitled to receive 375,000 of the Designated Earnout Shares with respect to the Tier I Share Price Target. (ii) In the event that the VWAP of the Pubco Class A Common Stock on the Trading Market equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) (the “Tier II Share Price Target”) for any twenty (20) Trading Days within any consecutive thirty (30) Trading Days during the Earnout Period, then, subject to the terms and conditions of this Earnout Agreement, SPV will be entitled to receive 656,250 of the Designated Earnout Shares and Sponsor will be entitled to receive 375,000 of the Designated Earnout Shares with respect to the Tier II Share Price Target. (iii) In the event that the VWAP of the Pubco Class A Common Stock on the Trading Market equals or exceeds $17.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) (the “Tier III Share Price Target” and the Tier I Share Price Target and the Tier II Share Price Target, collectively, “Share Price Targets”) for any twenty (20) Trading Days within any consecutive thirty (30) Trading Days during the Earnout Period, then, subject to the terms and conditions of this Earnout Agreement, SPV will be entitled to receive 656,250 of the Designated Earnout Shares and Sponsor will be entitled to receive 375,000 of the Designated Earnout Shares with respect to the Tier III Share Price Target. For avoidance of doubt, (x) when the Tier II Price Target is achieved, the Tier I Price Target will have occurred pursuant to Section 1.13(abeen achieved (either simultaneously or previously), and (y) when the Tier III Price Target is achieved, each of the Tier I Price Target and the Tier II Price Target will have been achieved (either simultaneously or previously). (cb) During In the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement event that one or more of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month Targets are not met during the Earnout Period, the CFO will also prepare and deliver Designated Earnout Recipients shall not be entitled to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth receive the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion of the Earnout Period, the potential achievement of Shares that is applicable to the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price in the event of a Change of Control (and whether a Change of Control Target that has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e)been met. (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients).

Earnout. As additional consideration for the Interests, Buyer shall pay to Seller the following amounts (individually, an “Earnout Payment” and, collectively, the “Earnout Payments”) if and to the extent due pursuant to this Section 2.05: (a) After the ClosingIf prior to October 31, subject to the terms and conditions set forth herein, the Eligible Earnout Recipients (as defined below) shall have the contingent right to receive an additional aggregate number of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000), divided by (ii) the Redemption Price (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 shares are exchanged or converted) 2012 (the “Earnout SharesFacility Increase Termination Date”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion the Aggregate Commitments under the Buyer Debt Facility (excluding Commitments provided by Seller) equals or exceeds $100 million, whether through the addition of such Earnout Shares, commitments from Persons not a Lender under the Buyer Debt Facility Agreement as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing Date that are institutional lenders primarily engaged in the business of lending (the “Earnout PeriodProspective Lender”) or the achievement assignment of certain clinical milestones specified below during Commitments by Seller or the Earnout Periodother Lenders to Prospective Lenders (the “Facility Increase”), then Buyer shall pay, or cause to be paid, to Seller an additional $10,820,000, by wire transfer of immediately available funds to such bank account as shall be designated in writing by Seller, within fifteen (15) days following the consummation of such Facility Increase. If an Eligible Earnout Recipient transfers(I) a Facility Increase has not been consummated on or prior to October 31, sells2012, (II) Buyer is in discussions with one or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration more Prospective Lenders and (other than Excluded TransfersIII) Buyer’s chief executive officer certifies that he believes in good faith that continued discussions with one or more such Prospective Lenders will lead to Commitments meeting the thresholds set forth above on or prior to November 21, 2012, then the Facility Increase Termination Date will be extended to November 21, 2012. If the Facility Increase has not occurred prior to the issuance Facility Increase Termination Date, no Earnout Payment will be earned or owed under this Section 2.05(a). In connection with the foregoing, Buyer will (or will direct the administrative agent under the Buyer Debt Facility Agreement to) (A) call each of the Earnout Shares, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such shares no longer held by such Eligible Earnout Recipient at the time Prospective Lenders listed on Section 2.05 of the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to during the Earnout Period Disclosure Schedules (each, a “Triggering EventDesignated Prospective Lender”): ) and invite them to participate as Lenders in the Buyer Debt Facility under the Buyer Debt Facility Agreement; (iB) make senior management of the Trading Price equaling or exceeding $11.50 per share for five Acquired Companies reasonably available to meet with any Designated Prospective Lenders; (5C) consecutive Trading Days assist the agent in preparing materials/making available materials to be delivered to any Designated Prospective Lenders that indicate interest; and (D) consent to, accept and include any Designated Prospective Lenders as a Lender under the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial Buyer Debt Facility Agreement. In connection with the FDA foregoing, Buyer will not (1) be required to change the pricing or approval by terms of the FDA of a Biologics License Application without the need for a Phase 3 clinical trialBuyer Debt Facility Agreement related to any new Lenders or (2) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or have any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout Milestones”). The share price threshold obligations express or implied except those expressly set forth above is referred with respect to herein as earning the “Share Price Target”, and such Share Price Target shall be subject Earnout Payment pursuant to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closingthis Section 2.05(a). (b) In the event that during the conditions set forth in Section 2.05(a) above are not satisfied and no Earnout Period Pubco Payment is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject to the terms and conditions of this Agreement, a Triggering Event shall be considered to have occurred due pursuant to Section 1.13(a2.05(a)., then the following provisions of this Section 2.05(b) shall apply: (ci) During the Earnout PeriodBuyer shall pay to Seller, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on for each Trading Day and monitor the potential achievement of the Clinical Milestonetwelve-month periods ended December 31, 2012, 2013, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement 2014 (each, a “Triggered Earnout StatementMeasurement Period”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination), including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) with respect to the Trading Price on each Trading Day for Measurement Period ending December 31, 2012, 37.5% of the amount by which Adjusted EBITDA (as defined below) exceeds $33 million during such month and Measurement Period (as adjusted from time to time pursuant to this Section 2.05(b), the preceding month “EBITDA Target”) and (ii) whether an Earnout Milestone has been met with respect to the Measurement Periods ending December 31, 2013 and a Triggering Event has occurred December 31, 2014, 75% of the amount by which Adjusted EBITDA for the applicable Measurement Period exceeds $33 million during those monthssuch Measurement. In addition, as soon as practicable, and in any no event within five shall Buyer be required to pay more than $10,820,000 (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Maximum Earnout StatementsAmount”) in the aggregate pursuant to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c2.05(b). In the event that Seller receives aggregate payments pursuant to this Section 2.05(b) equal to the Maximum Earnout Amount, nor any error contained within an Earnout Statement, Buyer’s obligations under this Section 2.05(b) shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubcoterminate and be of no further force and effect. (dii) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries Promptly following completion of the CFO audited financial statements of JCAP Holdings, LLC (if audited financial statements are prepared) or unaudited financial statements of JCAP Holdings, LLC (if audited financial statements are not prepared) for the Measurement Period (but in no event later than one hundred and related personnel and advisors twenty (120) days following the completion of Pubcosuch Measurement Period), the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party Buyer shall deliver to Pubco Seller a copy of such financial statements together with a certificate executed by the chief executive officer or chief financial officer of Buyer (to or other officer of Buyer with similar duties and responsibilities) certifying the attention calculation of the CFO) and the other Representative Party a statement setting forth its objections thereto Adjusted EBITDA for such Measurement Period (in reasonable detaileach, an “Earnout Certificate”). If Each Earnout Payment as set forth in an Earnout Certificate pursuant to this Section 2.05(b) shall be paid, by wire transfer of immediately available funds to such written statement is not delivered bank account as shall be designated in writing by a Representative Party Seller, within ten fifteen (1015) Business Days days following the date of delivery of the applicable Earnout Statement, then Certificate. On or prior to the sixtieth (60th) day after Seller’s receipt of such Representative Party will have waived its right to contest such Earnout Statement and certification setting forth the calculation of the Trading Price during Adjusted EBITDA for the applicable portion of the Earnout Measurement Period, the potential achievement of the Share Price Milestone or the Clinical Milestone during the applicable portion of the Earnout Period, or the Change of Control Price Seller may give Buyer a written notice stating in the event of a Change of Control (and whether a Change of Control has occurred), as applicable, and the determination of whether a Triggering Event has occurred, in each case, as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such reasonable detail its objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute calculation thereof in accordance with the procedures set forth in Section 1.13(e). 2.07 below. During such sixty (e60) If a dispute with respect day period following receipt of Buyer’s certification, Seller and its accountants and representatives shall have the right to an inspect the books and records of the Measured Persons used to calculate the applicable Earnout Statement is submitted Amount during normal business hours at the offices of such Measured Persons, upon reasonable prior notice and for purposes reasonably related to the determination of Adjusted EBITDA and the resulting Earnout Payment. Any disputed amounts to be paid pursuant to Section 2.07 shall be paid within fifteen (15) days following the determination of Adjusted EBITDA for such Measurement Period being deemed final in accordance with this Section 1.13 such provisions. In the event that Seller does not deliver to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter Buyer an Objection Notice with respect to the determination to be made calculation of Adjusted EBITDA for such Measurement Period by the Independent Expertsixtieth (60th) day following Buyer’s delivery of the applicable Earnout Certificate to Seller, the calculation of Adjusted EBITDA for such Measurement Period and the resulting Earnout Payment as set forth in such Earnout Certificate shall be deemed final and binding on Buyer and Seller. (iii) Buyer agrees (A) to maintain separate books and financial statements with respect to the Measured Persons, permitting a full and accurate determination of any Earnout Payment, (B) not to, directly or indirectly, divert any business normally conducted by a Measured Person to any other Person not included within the calculation of Adjusted EBITDA, and (C) not to take any action or omission (or allow any Measured Person to take any action with the primary purpose of reducing or decreasing any potential Earnout Payment; provided, however, that nothing contained in this Agreement shall be construed to restrict in any way Buyer’s management from operating the Buyer’s business (including the business of the Acquired Companies) in the manner which the Buyer’s management and board of directors deem most beneficial for the Buyer and the holders of Buyer’s membership interests. (iv) Unless otherwise agreed to in writing by Seller and Buyer, all financial statements of the Measured Persons for purposes of determining Adjusted EBITDA shall be prepared in accordance with the Effective Yield Financial Statements as described in Section 3.06 and, subject to subsection (vi) below, any contribution (whether positive or negative) from operations of the Measured Persons in the United Kingdom (without duplication). All The parties agree that any changes in any accounting rules or the effective yield methodology from and after the date hereof shall not affect the calculation of Adjusted EBITDA and that the parties shall prepare the financial statements on a basis consistent with the determinations used to prepare the Effective Yield Financial Statements and the methodology set forth on Section 3.06(a) of the Disclosure Schedules. (v) In the event that all or substantially all of either the assets or equity of any of the Measured Persons are sold, transferred or otherwise disposed of to an unaffiliated third party in a transaction or series of related transactions (except for asset sales or dispositions in the ordinary course of business) (a “Sale Transaction”) prior to December 31, 2014 and Flexpoint Fund II, L.P. receives in cash at the consummation of such Sale Transaction (net of any Earnout Payments payable of a result of such Sale Transaction) an amount equal to (A) 1.5 multiplied by (B) Flexpoint Fund II, L.P.’ s aggregate equity investments in JCAP Holdings, LLC and its subsidiaries prior to such date, then, within fifteen (15) days following the consummation of such Sale Transaction, Buyer shall pay to Seller, by wire transfer of immediately available funds to such bank account as shall be designated in writing by Seller, an amount equal to the Maximum Earnout Amount less any Earnout Payments previously paid hereunder. (vi) For purposes of this Section 2.05(b), “Adjusted EBITDA” shall mean, with respect to any specified period, the consolidated net income of JCAP Holdings, LLC, its subsidiaries (including Buyer and the Acquired Companies), and each of their successors (collectively, the “Measured Persons”), for such period, determined before deduction of interest expense, income taxes, depreciation expense and amortization expense of the Measured Persons for such period calculated in accordance with the methodology set forth in Section 2.05(b)(iv) above and after adding back (to the extent deducted in determining consolidated net income for such period): (A) the fees and expenses incurred by any Measured Person in connection with the closing of the Independent Experttransactions contemplated hereby; (B) all management fees, consultant fees or similar fees paid or payable to Flexpoint Fund II, L.P. or its Affiliates (other than the Measured Persons) or any employee of Flexpoint Fund II, L.P. or its Affiliates (other than an employee of a Measured Person); (C) director’s or similar fees paid to any member of a Measured Person’s board of directors or board of managers, other than normal and customary payments to outside directors or outside members of a Measured Person’s board of directors or board of managers that are consistent with amounts paid by companies of the size and type of the Measured Persons, (D) all other out-of-pocket costs fees and expenses incurred by a Representative Party in connection with resolving Measured Person to Flexpoint Fund II, L.P. or any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect of its Affiliates (other than a Measured Person) on terms that are less favourable to such Earnout Statement as Measured Person than arms’ length terms (excluding any transactions or arrangements among the Measured Persons), (E) any other extraordinary gains or losses or one-time gains or losses, including gains or losses associated with a Sale Transaction that any Measured Person may pursue, and (F) any purchase accounting or write up of an intangible asset due to the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of acquisition transactions contemplated by this Agreement. The determination by If the Independent Expert Acquired Companies engage in a Material Disposition, the Adjusted EBITDA will be based solely on presentations with respect adjusted to exclude the effect of any gain or loss resulting from such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent ExpertMaterial Disposition. In deciding the event that any matter, the Independent Expert will be bound by the provisions Affiliate of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder Buyer (other than for fraud or manifest error). any Measured Person) diverts from any Measured Person any business opportunity of such Measured Person that (fx) If there is a final determination in accordance with this Section 1.13 that within such Measured Person’s line of business on the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Eventdate hereof, the Earnout Shares for such Triggering Event will be due upon such final determination (y) is generated by and Pubco will deliver such shares known to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion employees of such Earnout Shares. Measured Person and (gz) Following such Measured Person has the Closing (including during the Earnout Period)ability and practical experience to pursue, Pubco and its Subsidiaries, including the Target Companies, will such business opportunity shall be entitled to operate their respective businesses based upon their respective deemed business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For Measured Person for purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to calculating the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients)Adjusted EBITDA.

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) After by .074521 (the Closing“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 set forth hereinfor the Earnout, some of which are as follows: The term of the Eligible Earnout Recipients (as defined below) earnout period shall have commence on the contingent right Closing Date and shall continue until the first to receive an additional aggregate number occur of Pubco Ordinary Shares equal to (i) Fifty-Seven Million Five Hundred Thousand U.S. Dollars ($57,500,000)a period of 36 months from the Closing Date, divided by or (ii) the Redemption Price (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations date the Vacant Space has been fully leased and is occupied by tenants then satisfying the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted) (the “Earnout Shares”), with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares, as additional consideration based on the Trading Price of Pubco Ordinary Shares during the five (5) year period after the Closing Occupancy Conditions (the “Earnout Period”) or ). During the achievement term of certain clinical milestones specified below during the Earnout Period. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration Period (other than Excluded Transfers) and prior to the issuance satisfaction of the Earnout SharesOccupancy Conditions of any portion of the Vacant Space by a new tenant), such Eligible Earnout Recipient’s participation in Seller shall be responsible for the Earnout Shares shall decrease proportionally monthly pro rata share of taxes, insurance and common area expenses (collectively, the “Operating Expenses”) allocable to the number of such shares no longer held by such Eligible Earnout Recipient Vacant Space. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to the time of estimated aggregate Operating Expenses for the Triggering Event. The Eligible Earnout Recipients shall be entitled to receive 100% of the Earnout Shares (and their right to receive such Earnout Shares shall vest and become due and issuable) upon the first of the following circumstances to occur to Vacant Space payable during the Earnout Period (each, a “Triggering Event”): (i) the Trading Price equaling or exceeding $11.50 per share for five (5) consecutive Trading Days (the “Share Price Milestone”); or (ii) the beginning of a Phase 3 clinical trial with the FDA (or approval by the FDA of a Biologics License Application without the need for a Phase 3 clinical trial) for the Target Companies’ clinical development program for the ▇▇▇▇▇▇▇ syndrome or any other clinical development program for Pharmaceutical Products developed by a Target Company (the “Clinical Milestone” and together with the Share Price Milestone, the “Earnout MilestonesOperating Expense Escrow”). The share price threshold set forth above is referred to herein as Purchaser shall draw down monthly on the “Share Price Target”, and such Share Price Target shall be subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing. (b) In the event that Operating Expense Escrow during the Earnout Period Pubco is subject to a Change of Control at an express or implied price per share in the applicable transaction (taking into account pay any issuance of Earnout Shares pursuant to this Section 1.13(b) in connection therewith) (the “Change of Control Price”) that is equal to or greater than the Share Price Target, then, subject Operating Expenses allocable to the terms Vacant Space as same become due. Once any portion of the Vacant Space is leased to, and conditions of this Agreementoccupied by, a Triggering Event 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 balance of the Operating Expense Escrow allocable to said space shall be considered promptly paid to have occurred pursuant to Section 1.13(a). (c) During Seller. Upon the Earnout Period, Pubco’s Chief Financial Officer (the “CFO”) shall monitor the Trading Price on each Trading Day and monitor the potential achievement of the Clinical Milestone, and shall, as promptly as practicable (and in any event within five (5) Business Days) after becoming aware that an Earnout Milestone has been achieved, prepare and deliver to each Representative Party a written statement (each, a “Triggered Earnout Statement”) that sets forth the CFO’s determination that a Triggering Event has occurred and the basis for such determination, including which Earnout Milestone(s) have been achieved and, if it is the Share Price Milestone, the relevant Trading Prices for the Trading Days during the applicable period. As soon as practicable (and in any event within five (5) Business Days) after the end of each calendar month during the Earnout Period, the CFO will also prepare and deliver to each Representative Party a written statement (each, a “Monthly Earnout Statement”) that sets forth the CFO’s determination of (i) the Trading Price on each Trading Day for such month and the preceding month and (ii) whether an Earnout Milestone has been met and a Triggering Event has occurred during those months. In addition, as soon as practicable, and in any event within five (5) Business Days, after a Change of Control of Pubco, the CFO will send a written statement (a “Change of Control Earnout Statement” and, together with the Triggered Earnout Statements and the Monthly Earnout Statements, the “Earnout Statements”) to each Representative Party indicating that a Change of Control has occurred, along with the details of such Change of Control, including the applicable Change of Control Price for the Change of Control, and indicating whether a Triggering Event has occurred as a result of such Change of Control. Notwithstanding the foregoing, neither any failure by the CFO to prepare or provide any Earnout Statement referenced in this Section 1.13(c), nor any error contained within an Earnout Statement, shall in any way prejudice whether a Triggering Event has occurred or whether any Earnout Shares are issuable by Pubco. (d) Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it. The Representative Parties, and their respective Representatives on their behalf, may make inquiries of the CFO and related personnel and advisors of Pubco, the Target Companies and their respective Subsidiaries regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Pubco, the Target Companies and their respective Subsidiaries shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to Pubco (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of the applicable Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the Trading Price during the applicable portion expiration of the Earnout Period, the potential achievement balance of the Share Price Milestone Operating Expense Escrow, if any, shall be paid to Seller. Seller, or its affiliated entities, shall continue to serve as the Clinical Milestone 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 Change then Vacant Space is fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of Control Price the Earnout Period. Any amounts remaining in the event of a Change of Control Leasing Escrow after payment to Purchaser and/or Seller (and whether a Change of Control has occurredas applicable), as applicableprovided 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 determination 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 whether a Triggering Event the Vacant Space (and such new occupant has occurredsatisfied the Occupancy Conditions), in each casePurchaser shall, as set forth therein. If such written statement is delivered by a Representative Party within such upon ten (10) Business Day perioddays 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 after its receipt thereof by Purchaser, and in the event Purchaser fails to respond within an additional two (2) business days after a 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 deemed approved) and such lease is signed by the tenant and delivered to Purchaser but Purchaser fails to execute and deliver such lease within two (2) business days after receipt of the second notice described above, then the Representative Parties lease shall negotiate in good faith be deemed to resolve any such objections for a period of twenty (20) days thereafter. If the Representative Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Representative Party, the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.13(e). (e) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.13 to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.13(e). Each Representative Party agrees to execute, if requested have been executed by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by ▇▇▇▇▇. The Independent Expert will determine only those issues still in dispute with respect to such Earnout Statement Purchaser as of the Independent Expert Notice Date and the Independent Expertsixth (6th) business day following Purchaser’s determination will be based solely upon and consistent with the terms and conditions receipt of this Agreement. The determination by the Independent Expert will be based solely on presentations with respect to such disputed items by the Representative Parties to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each Representative Party will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.13. It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and will be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error)same. (f) If there is a final determination in accordance with this Section 1.13 that the Eligible Earnout Recipients are entitled to receive the Earnout Shares for there being a Triggering Event, the Earnout Shares for such Triggering Event will be due upon such final determination and Pubco will deliver such shares to the Eligible Earnout Recipients within ten (10) Business Days thereafter, with each Eligible Earnout Recipient receiving its Earnout Pro Rata Portion of such Earnout Shares. (g) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon their respective business requirements. Each of Pubco and its Subsidiaries, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Trading Price, the progress or advancement of the clinical development program for the ▇▇▇▇▇▇▇ syndrome (including a determination by Pubco or its Subsidiaries to abandon the clinical development program for the Peason syndrome), the occurrence of a Change of Control and any related Change of Control Price and ability of the Eligible Earnout Recipients to earn the Earnout Shares, and the Eligible Earnout Recipients will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, following the Closing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestones. (h) For purposes of this Agreement, an “Eligible Earnout Recipient” means a Company Security Holder who (i) was a holder of Company Ordinary Shares, In-the-Money Company Options, or Company SAFEs immediately prior to the Company Merger Effective Time and (ii) is a holder of Pubco Ordinary Shares received as Merger Consideration in exchange for such Company Securities at the time the applicable Triggering Event occurs. The right to receive Earnout Shares pursuant to this Section 1.13 is personal to Eligible Earnout Recipients and is not transferable, assignable, or otherwise alienable, whether by operation of Law or otherwise, except by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Agreement, only Eligible Earnout Recipients shall be entitled to receive Earnout Shares upon satisfaction of the applicable Triggering Events, and any subsequent transferee or assignee of any Pubco Ordinary Shares (including any shares received as Merger Consideration) shall not have any right to receive any Earnout Shares or any portion thereof. If an Eligible Earnout Recipient transfers, sells, or otherwise disposes of any Pubco Ordinary Shares received as Merger Consideration following the Company Merger Effective Time, such Eligible Earnout Recipient’s participation in the Earnout Shares shall decrease proportionally to the number of such Pubco Ordinary Shares no longer held by such Eligible Earnout Recipient at the time of the Triggering Event (and all other Eligible Earnout Recipients shall receive a pro rata increase in the number of Earnout Shares to be received by such other Eligible Earnout Recipients).