Common use of Earnout Clause in Contracts

Earnout. (a) Following the Closing, and as additional consideration for the Purchase and the transactions contemplated hereby, within five (5) Business Days after the determination of the 2023 EBITDA, the Company and Acquiror (as applicable) shall issue or cause to be issued to each Member (in accordance with its respective Pro Rata Share) the following number of Company Common Units and shares of Acquiror Class C Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Company Common Unit and Acquiror Class C Common Stock occurring on or after the Closing) (the “Earnout Equity”), upon the terms and subject to the conditions set forth in this Agreement: (i) If the 2023 EBITDA is greater than $60,000,000 (the “Minimum EBITDA Target”), a one-time issuance of 200,000 units and shares, as applicable, of Earnout Equity, for each $1,000,000 of EBITDA (rounded down to the nearest $1,000,000) in excess of the Minimum EBITDA Target, up to a maximum of 3,000,000 units and shares, as applicable, of Earnout Equity. (b) Notwithstanding the foregoing, the Acquiror shall be permitted to satisfy its obligation to deliver Earnout Equity pursuant to the Minimum EBITDA Target by (i) delivering $12.50 cash per unit and share, as applicable, of Earnout Equity within thirty (30) calendar days of determination of the 2023 EBITDA or (ii) if the Acquiror Trading Price exceeds $14.00 per share, by delivering the number of shares of Acquiror Class A Common Stock equal to (x) the aggregate number of units and shares, as applicable, of Earnout Equity multiplied by $12.50, divided by (y) the Acquiror Trading Price; provided, that the Acquiror Trading Price shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to Company Common Unit and Acquiror Class C Common Stock occurring on or after the Closing. (c) For the avoidance of doubt, the Members shall be entitled to receive Earnout Equity only with respect to the 2023 EBITDA, and in no event shall the Members be entitled to receive more than an aggregate of 3,000,000 units and shares, as applicable, of Earnout Equity.

Earnout. (a) Following the Closing, and as additional consideration for the Purchase and Company interests acquired in connection with the transactions contemplated herebyMerger, within five (5) Business Days after the determination occurrence of the 2023 EBITDATriggering Event, the Company and Acquiror (as applicable) SPAC shall issue or cause to be issued to each Member (in accordance with its respective Pro Rata Share) the following number of Eligible Company Common Units and shares of Acquiror Equityholders 9,000,000 SPAC Class C Common Stock A Ordinary Shares (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 Company Common Unit and Acquiror SPAC Class C Common Stock A Ordinary Shares occurring on or after the Closing) (the “Earnout EquityShares”) constituting the Per Share Earnout Consideration (which Earnout Shares, for the avoidance of doubt, shall be issued as SPAC Class A Ordinary Shares to all Eligible Company Equityholders), upon the terms and subject to the conditions set forth in this Agreement: (i) If Agreement and the 2023 EBITDA is greater than $60,000,000 (the “Minimum EBITDA Target”), a one-time issuance of 200,000 units and shares, as applicable, of Earnout Equity, for each $1,000,000 of EBITDA (rounded down to the nearest $1,000,000) in excess of the Minimum EBITDA Target, up to a maximum of 3,000,000 units and shares, as applicable, of Earnout EquityAncillary Agreements. (b) Notwithstanding For the foregoingavoidance of doubt, the Acquiror Eligible Company Equityholders with respect to the Triggering Event shall be permitted entitled to satisfy its obligation to deliver receive Earnout Equity pursuant to Shares upon the Minimum EBITDA Target by (i) delivering $12.50 cash per unit and share, as applicable, of Earnout Equity within thirty (30) calendar days of determination occurrence of the 2023 EBITDA or (ii) if the Acquiror Trading Price exceeds $14.00 per share, by delivering the number of shares of Acquiror Class A Common Stock equal to (x) the aggregate number of units and shares, as applicable, of Earnout Equity multiplied by $12.50, divided by (y) the Acquiror Trading PriceTriggering Event; provided, however, that in no event shall the Acquiror Trading Price Eligible Company Equityholders be entitled to receive more than an aggregate of 9,000,000 Earnout Shares pursuant to this Section 3.03 (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinationscombination, exchanges exchange of shares or other like changes change or transactions transaction with respect to SPAC Class A Ordinary Shares occurring after the Closing). (c) If, during the Earnout Period, there is a Change of Control pursuant to which SPAC or its stockholders have the right to receive consideration implying a value per SPAC Class A Ordinary Share (as agreed in good faith by the Sponsor and the board of directors of SPAC) of greater than or equal to $20.00, then, (i) immediately prior to such Change of Control, SPAC shall issue 9,000,000 SPAC Class A Ordinary Shares (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 SPAC Class A Ordinary Shares occurring after the Closing) to the Eligible Company Common Unit Equityholders with respect to the Change of Control, and Acquiror (ii) thereafter, this Section 3.03 shall terminate and no further Earnout Shares shall be issuable hereunder. (d) The SPAC Class C Common Stock A Ordinary Share price target set forth in the definition of Triggering Event, 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 SPAC Class A Ordinary Shares occurring on or after the Closing. (ce) For At all times during the avoidance Earnout Period, SPAC shall keep available for issuance a sufficient number of doubt, unissued SPAC Class A Ordinary Shares to permit 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 stockholder meeting) to increase the Members authorized number of SPAC Class A Ordinary Shares if at any time there shall be entitled insufficient unissued SPAC Class A Ordinary Shares to permit such reservation. In no event will any right to receive Earnout Equity only with respect to the 2023 EBITDAShares be represented by any negotiable certificates of any kind, and in no event shall the Members be entitled will any holder of a contingent right to receive more than Earnout Shares take any steps that would render such rights readily marketable. (f) SPAC 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 aggregate updated stock ledger showing such issuances (as certified by an officer of 3,000,000 units SPAC responsible for maintaining such ledger or the applicable registrar or transfer agent of SPAC). (g) During the Earnout Period, SPAC shall use reasonable best efforts for SPAC to remain listed as a public company on, and sharesfor the SPAC Class A Ordinary Shares (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 SPAC Class A Ordinary Shares are then listed; provided, however, that subject to Section 3.03(c), the foregoing shall not limit SPAC from consummating a Change of Control or entering into a Contract that contemplates a Change of Control. (h) Any payment of Earnout Shares in respect of Company Common Stock (taking into account the Conversion) to an Eligible Company Equityholder hereunder shall be treated as comprised of two components, respectively, a principal component and an interest component, the amounts of which shall be determined as provided in Treasury Regulations Section 1.483-4(b) example (2) using the 3-month test rate of interest provided for in Treasury Regulations Section 1.1274-4(a)(1)(ii) employing the semi-annual compounding period. Notwithstanding anything to the contrary in this Agreement, as applicable, to the payment of Earnout EquityShares to each Eligible Company Equityholder (taking into account the Conversion) outstanding immediately prior to the Effective Time, Earnout Shares representing the principal component (with a value equal to the principal component) and Earnout Shares representing the interest component (with a value equal to the interest component) shall be represented by separate share certificates.

Earnout. (a) Following the Closing, and as additional consideration for the Purchase and Company interests acquired in connection with the transactions contemplated herebyCompany Merger, within five (5) Business Days after the determination occurrence of the 2023 EBITDAa Triggering Event, the Company and Acquiror (as applicable) Holdings shall issue or cause to be issued to each Member the Eligible Company Equityholders (excluding Eligible Company Equityholders in accordance their capacity as holders of Company Options who shall instead be eligible to receive Earnout RSU Shares pursuant to Section 3.04(h)) with its respective Pro Rata Share) respect to such Triggering Event the following number of Company Holdings Common Units and shares of Acquiror Class C Common Stock Shares A (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 Company Holdings Common Unit and Acquiror Class C Common Stock Shares A occurring on or after the ClosingClosing and upon or prior to the applicable Triggering Event) (the “Earnout EquityShares”), upon the terms and subject to the conditions set forth in this Agreement: (i) If upon the 2023 EBITDA is greater than $60,000,000 (the “Minimum EBITDA Target”)occurrence of Triggering Event I, a one-time issuance of 200,000 units and shares, as applicable, 5,000,000 Earnout Shares minus the number of Earnout EquityRSU 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, for each $1,000,000 a one-time issuance of EBITDA (rounded down to 5,000,000 Earnout Shares minus the nearest $1,000,000) in excess of the Minimum EBITDA Target, up to a maximum of 3,000,000 units and shares, as applicable, number of Earnout EquityRSU 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) Notwithstanding For the foregoingavoidance of doubt, the Acquiror Eligible Company Equityholders (excluding Eligible Company Equityholders in their capacity as holders of Company Options who shall instead be eligible to receive Earnout RSU Shares pursuant to Section 3.04(h)) with respect to a Triggering Event shall be permitted entitled to satisfy its obligation to deliver receive Earnout Equity 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 issued pursuant to Sections 3.04(a)-3.04(c), together with the Minimum EBITDA Target number of Earnout RSU Shares issued pursuant to Section 3.04(h), exceed 15,000,000 Earnout Shares pursuant to this Section 3.04. (c) If, during the Earnout Period, there is a Change of Control (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) 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) delivering less than $12.50 cash per unit 12.50, then this Section 3.04 shall terminate and share, as applicable, of no Earnout Equity within thirty (30) calendar days of determination of the 2023 EBITDA Shares or Earnout RSU Shares shall be issuable hereunder; (ii) if greater than or equal to $12.50 but less than $15.00, then, (A) immediately prior to such Change of Control, Holdings shall issue 5,000,000 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 Acquiror Trading Price exceeds 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 $14.00 per share15.00 but less than $17.50, by delivering 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 shares Holdings Common Shares A described in clauses (i), (ii), (iii) and (iv) of Acquiror Class A Common Stock equal to (x) the aggregate number of units and sharesSection 3.04(c), as applicable, of Earnout Equity multiplied by $12.50, divided by (y) the Acquiror Trading Price; provided, that the Acquiror Trading Price shall be equitably adjusted for stock splits, share divisions, reverse stock splits, stock or share dividends, reorganizations, recapitalizations, reclassifications, combinationscombination, exchanges exchange of shares or other like changes change or transactions transaction with respect to Company Holdings Common Unit and Acquiror Class C Common Stock Shares A occurring on or after the ClosingClosing and prior to the Change of Control. (ce) For At all times during the avoidance Earnout Period, Holdings shall keep available for issuance a sufficient number of doubt, 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 Members authorized number of Holdings Common Shares A if at any time there shall be entitled insufficient unissued Holdings Common Shares A to permit such reservation. In no event will any right to receive Earnout Equity only with respect to the 2023 EBITDAShares 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 Members 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). (g) During the Earnout Period, 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 Earnout Shares) to be tradable over the national securities exchange (as defined under Section 6 of the Exchange Act) on which the Holdings Common Shares A are then listed; provided, however, that subject to Section 3.04(c), the foregoing shall not limit Holdings from consummating a Change of Control or entering into a Contract that contemplates a Change of Control. (h) Notwithstanding anything to the contrary contained herein, in lieu of receiving Earnout Shares, holders of Company Options that are unexercised, 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) 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 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 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 Effective Time and prior to the applicable Triggering Event (or Change of Control) regardless of whether at the time of such forfeiture such Exchanged Option was vested or unvested. Any Earnout RSU that remains subject to forfeiture at the expiration of the Earnout 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 RSU or the 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 shall 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 Section 3.04, in no event shall the sum of the Earnout Shares issued pursuant to pursuant to Sections 3.04(a)-3.04(c), together with the number of Earnout RSU Shares 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 more than an aggregate a number of 3,000,000 units and sharesHoldings 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 EquityRSUs 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 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 Code (or any similar provision of applicable U.S. state or local Law).

Earnout. (a) Following the Closing, and as additional consideration for the Purchase Merger and the transactions contemplated hereby, within five (5) Business Days after the determination occurrence of the 2023 EBITDAa Triggering Event, the Company and Acquiror (as applicable) shall issue or cause to be issued to the Eligible Company Equityholders (in each Member (case, in accordance with its their respective Pro Rata ShareShares) the following number of Company Common Units and 7,500,000 shares of Acquiror Class C Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Company Common Unit and Acquiror Class C Common Stock occurring on or after the Closing) (the “Earnout Equity”), upon the terms and subject to the conditions set forth in this Agreement: (i) If the 2023 EBITDA is greater than $60,000,000 (the “Minimum EBITDA Target”), a one-time issuance of 200,000 units and shares, as applicable, of Earnout Equity, for each $1,000,000 of EBITDA (rounded down to the nearest $1,000,000) in excess of the Minimum EBITDA Target, up to a maximum of 3,000,000 units and shares, as applicable, of Earnout Equity. (b) Notwithstanding the foregoing, the Acquiror shall be permitted to satisfy its obligation to deliver Earnout Equity pursuant to the Minimum EBITDA Target by (i) delivering $12.50 cash per unit and share, as applicable, of Earnout Equity within thirty (30) calendar days of determination of the 2023 EBITDA or (ii) if the Acquiror Trading Price exceeds $14.00 per share, by delivering the number of shares of Acquiror Class A Common Stock equal to (x) the aggregate number of units and shares, as applicable, of Earnout Equity multiplied by $12.50, divided by (y) the Acquiror Trading Price; provided, that the Acquiror Trading Price shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to Company Common Unit and Domesticated Acquiror Class C Common Stock occurring on or after the Closing) (such shares, the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement, as follows: (i) Upon the occurrence of Triggering Event I, a one-time issuance of 2,500,000 Earnout Shares (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to Domesticated Acquiror Common Stock occurring on or after the Closing); and (ii) Upon the occurrence of Triggering Event II, a one-time issuance of 2,500,000 Earnout Shares (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to Domesticated Acquiror Common Stock occurring on or after the Closing); and (iii) Upon the occurrence of Triggering Event III, a one-time issuance of 2,500,000 Earnout Shares (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to Domesticated Acquiror Common Stock occurring on or after the Closing). (cb) For the avoidance of doubt, the Members Eligible Company Equityholders shall be entitled to receive Earnout Equity Shares upon the occurrence of each Triggering Event; provided, however, that each Triggering Event shall only with respect to the 2023 EBITDAoccur once, if at all, and in no event shall the Members Eligible Company Equityholders be entitled to receive more than an aggregate of 3,000,000 units 7,500,000 Earnout Shares (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to Domesticated Acquiror Common Stock occurring on or after the Closing); provided, further, that Triggering Event I, Triggering Event II and sharesTriggering Event III may be achieved at the same time or on overlapping Trading Days. (c) If, during the Earnout Period, there is a Change of Control pursuant to which Acquiror or its stockholders have the right to receive consideration implying a value per share of Acquiror Common Stock (as agreed in good faith by the Sponsor and the board of directors of the Acquiror) of: (i) less than $15.00 (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to Domesticated Acquiror Common Stock occurring on or after the Closing and prior to such Change of Control, but without giving effect to the shares of Acquiror Common Stock issuable pursuant to this Section 3.4(c)), then this Section 3.4 shall terminate and no Earnout Shares shall be issuable hereunder; (ii) greater than or equal to $15.00 but less than $20.00 (each, as applicableequitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to Domesticated Acquiror Common Stock occurring on or after the Closing and prior to such Change of Control, but without giving effect to the shares of Acquiror Common Stock issuable pursuant to this Section 3.4(c)), then, (A) immediately prior to such Change of Control, Acquiror shall issue 2,500,000 shares of Acquiror Common Stock (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to Domesticated Acquiror Common Stock occurring on or after the Closing and prior to such Change of Control) to the Eligible Company Equityholders (in accordance with each Eligible Company Equityholder’s respective Pro Rata Share) and the Eligible Company Equityholders shall be eligible to participate in such Change of Control and (B) thereafter, this Section 3.4 shall terminate and no further Earnout Shares shall be issuable hereunder; or (iii) greater than or equal to $20.00 but less than $25.00 (each, as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to Domesticated Acquiror Common Stock occurring on or after the Closing and prior to such Change of Control, but without giving effect to the shares of Acquiror Common Stock issuable pursuant to this Section 3.4(c)), then, (A) immediately prior to such Change of Control, Acquiror shall issue 5,000,000 shares of Acquiror Common Stock (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to Domesticated Acquiror Common Stock occurring on or after the Closing and prior to such Change of Control) to the Eligible Company Equityholders (in accordance with each Eligible Company Equityholder’s respective Pro Rata Share) and the Eligible Company Equityholders shall be eligible to participate in such Change of Control and (B) thereafter, this Section 3.4 shall terminate and no further Earnout Shares shall be issuable hereunder; or (iv) greater than or equal to $25.00 (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to Domesticated Acquiror Common Stock occurring on or after the Closing and prior to such Change of Control, but without giving effect to the shares of Acquiror Common Stock issuable pursuant to this Section 3.4(c)), then, (A) immediately prior to such Change of Control, Acquiror shall issue 7,500,000 shares of Acquiror Common Stock (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to Domesticated Acquiror Common Stock occurring on or after the Closing and prior to such Change of Control) to the Eligible Company Equityholders (in accordance with each Eligible Company Equityholder’s respective Pro Rata Share) and the Eligible Company Equityholders shall be eligible to participate in such Change of Control and (B) thereafter, this Section 3.4 shall terminate and no further Earnout Shares shall be issuable hereunder. (d) If, during the Earnout Period, (i) any liquidation, dissolution or winding up of Acquiror is initiated, (ii) any bankruptcy, dissolution or liquidation proceeding is instituted by or against Acquiror or (iii) Acquiror makes an assignment for the benefit of creditors or consents to the appointment of a custodian, receiver or trustee for all or substantial part of its assets or properties, then any Earnout Shares that have not been previously issued by Acquiror (whether or not previously earned) shall be deemed earned and due by Acquiror to the Eligible Company Equityholders (in accordance with each Eligible Company Equityholder’s respective Pro Rata Share). (e) Notwithstanding anything in this Agreement to the contrary, any Earnout Shares issuable under this Section 3.4 to any Eligible Company Equityholder in respect of Company Options or Company RSUs held by such Eligible Company Equityholder as of immediately prior to the Effective Time shall be issued to such Eligible Company Equityholder only if such Eligible Company Equityholder continues to provide services (whether as an employee, director or individual independent contractor) to Acquiror or one of its Subsidiaries through the date of the occurrence of the corresponding Triggering Event that causes such Earnout Shares to become issuable. Any Earnout Shares that are forfeited pursuant to the preceding sentence shall be reallocated to the other Eligible Company Equityholder who remain entitled to receive Earnout Shares in accordance with their respective Pro Rata Shares. (f) Notwithstanding anything to the contrary contained herein, no fraction of an Earnout Share will be issued by virtue of any Triggering Event, and each Person who would otherwise be entitled to a fraction of an Earnout Share (after aggregating all fractional Earnout Shares that otherwise would be received by such Person in connection with the occurrence of such Triggering Event) shall instead have the number of Earnout EquityShares issued to such Person rounded up to the nearest whole Earnout Share. (g) The rights to the Earnout Shares (i) are solely contractual rights, (ii) will not be evidenced by a certificate, do not constitute securities or other instruments and are not readily marketable, and (iii) may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part.

Earnout. (a) Following the Closing, and as additional consideration for the Purchase and the transactions contemplated herebyTransactions, within five (5) Business Days after the determination occurrence of the 2023 EBITDAa Triggering Event, the Company and Acquiror (as applicable) SPAC shall issue or cause to be issued to each Member Eligible Holder (in accordance with its respective Pro Rata Share) ), the following number of Company Common Units and shares of Acquiror SPAC Class C A Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Company Common Unit and Acquiror SPAC Class C A Common Stock occurring on or after the Closing (other than the conversion of SPAC Common Stock held by Sponsor into SPAC Class A Common Stock at the Closing) (), the “Earnout EquityShares”), upon the terms and subject to the conditions set forth in this AgreementAgreement and the Transaction Agreements: (i) If Upon the 2023 EBITDA is greater than $60,000,000 (the “Minimum EBITDA Target”)occurrence of Triggering Event I, a one-time issuance of 200,000 units and shares7,500,000 Earnout Shares; (ii) Upon the occurrence of Triggering Event II, as applicablea one-time issuance of 5,000,000 Earnout Shares; and (iii) Upon the occurrence of Triggering Event III, a one-time issuance of 2,500,000 Earnout Equity, for each $1,000,000 of EBITDA (rounded down to the nearest $1,000,000) in excess of the Minimum EBITDA Target, up to a maximum of 3,000,000 units and shares, as applicable, of Earnout EquityShares. (b) Notwithstanding For the foregoingavoidance of doubt, the Acquiror Eligible Holders shall be permitted entitled to satisfy its obligation receive 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 Eligible Holders be entitled to deliver receive more than an aggregate of 15,000,000 Earnout Equity pursuant to the Minimum EBITDA Target by Shares. (ic) delivering $12.50 cash per unit and share, as applicable, of Earnout Equity within thirty (30) calendar days of determination of the 2023 EBITDA or (ii) if the Acquiror Trading Price exceeds $14.00 per share, by delivering the number of shares of Acquiror The SPAC Class A Common Stock equal to (x) price targets set forth in the aggregate number definitions of units Triggering Event I, Triggering Event II and shares, as applicable, of Earnout Equity multiplied by $12.50, divided by (y) the Acquiror Trading Price; provided, that the Acquiror Trading Price Triggering Event III shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinationscombination, exchanges exchange of shares or other like changes change or transactions transaction with respect to Company Common Unit and Acquiror SPAC Class C A Common Stock occurring on or after the Closing (other than the conversion of SPAC Class B Common Stock held by Sponsor into SPAC Class A Common Stock at the Closing). (cd) For the avoidance Unless otherwise required by a Tax authority in connection with a good faith resolution of doubta Tax audit or other examination, the Members Parties acknowledge and agree (i) that any Earnout Shares paid to the Eligible Holders shall be entitled to receive Earnout Equity only with respect treated as additional consideration for the Company Stock for all income Tax purposes (other than to the 2023 EBITDAextent treated as interest under Section 483 of the Code or any similar provision of the Code), and in no event shall the Members be entitled (ii) to receive more than an aggregate of 3,000,000 units prepare and shares, as applicable, of Earnout Equityfile all Tax Returns consistent with such Tax treatment.

Earnout. (a) Following the Closing, and as additional consideration for the Purchase Merger and the transactions contemplated hereby, within five (5) Business Days after the determination occurrence of the 2023 EBITDAa Triggering Event, the Company and Acquiror (as applicablex) SPAC shall issue or cause to be issued to the Eligible Company Equityholders (in each Member (case, in accordance with its their respective Pro Rata Share) the following number an aggregate of Company Common Units and shares of Acquiror Class C Common Stock up to 10,500,000 SPAC Shares (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 Company Common Unit and Acquiror Class C Common Stock occurring on or after the Closing) (the “Earnout Equity”), upon the terms and subject to the conditions set forth in this Agreement: (i) If the 2023 EBITDA is greater than $60,000,000 (the “Minimum EBITDA Target”), a one-time issuance of 200,000 units and shares, as applicable, of Earnout Equity, for each $1,000,000 of EBITDA (rounded down to the nearest $1,000,000) in excess of the Minimum EBITDA Target, up to a maximum of 3,000,000 units and shares, as applicable, of Earnout Equity. (b) Notwithstanding the foregoing, the Acquiror shall be permitted to satisfy its obligation to deliver Earnout Equity pursuant to the Minimum EBITDA Target by (i) delivering $12.50 cash per unit and share, as applicable, of Earnout Equity within thirty (30) calendar days of determination of the 2023 EBITDA or (ii) if the Acquiror Trading Price exceeds $14.00 per share, by delivering the number of shares of Acquiror Class A Common Stock equal to (x) the aggregate number of units and shares, as applicable, of Earnout Equity multiplied by $12.50, divided by (y) the Acquiror Trading Price; provided, that the Acquiror Trading Price shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to Company Common Unit and Acquiror Class C Common Stock SPAC Shares occurring on or after the Closing) (such shares, the “Earnout Shares”) and (y) Sponsor Earnout Shares shall vest or be cancelled, as applicable, upon the terms and subject to the conditions set forth in this Agreement, as follows: (i) Upon the occurrence of Triggering Event I, (A) a one-time issuance of 3,500,000 Earnout Shares (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to SPAC Shares occurring on or after the Closing) and (B) 500,000 Sponsor Earnout Shares (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to SPAC Shares occurring on or after the Closing) shall vest; (ii) Upon the occurrence of Triggering Event II, (A) a one-time issuance of 3,500,000 Earnout Shares (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to SPAC Shares occurring on or after the Closing) and (B) 500,000 Sponsor Earnout Shares (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to SPAC Shares occurring on or after the Closing) shall vest; and (iii) Upon the occurrence of Triggering Event III, (A) a one-time issuance of 3,500,000 Earnout Shares (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to SPAC Shares occurring on or after the Closing) and (B) 500,000 Sponsor Earnout Shares (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to SPAC Shares occurring on or after the Closing) shall vest. (cb) For the avoidance of doubt, the Members Eligible Company Equityholders shall be entitled to receive Earnout Equity Shares upon the occurrence of each Triggering Event; provided, however, that each Triggering Event shall only with respect to the 2023 EBITDAoccur once, if at all, and in no event (other than as a result of rounding up fractional shares pursuant to Section 1.7(f)) shall the Members Eligible Company Equityholders be entitled to receive more than an aggregate of 3,000,000 units 10,500,000 Earnout Shares (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to SPAC Shares occurring on or after the Closing); provided, further, that Triggering Event I, Triggering Event II and sharesTriggering Event III may be achieved at the same time or on overlapping Trading Days. (c) If, during the Earnout Period, there is a Change of Control Transaction with respect to SPAC or the Surviving Company (or a successor thereof), (i) Triggering Event I shall have been deemed to occur if the per share consideration paid in such Change of Control Transaction is equal to or in excess of $15.00, (ii) Triggering Event I and Triggering Event II shall have been deemed to simultaneously occur if the per share consideration paid in such Change of Control Transaction is equal to or in excess of $20.00, and (iii) Triggering Event I, Triggering Event II and Triggering Event III shall have been deemed to simultaneously occur if the per share consideration paid in such Change of Control Transaction is equal to or in excess of $25.00. (d) For the avoidance of doubt, Sponsor shall be entitled to vest Sponsor 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 Sponsor be entitled to vest more than an aggregate of 1,500,000 Sponsor Earnout Shares (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to SPAC Shares occurring on or after the Closing); provided, further, that Triggering Event I, Triggering Event II and Triggering Event III may be achieved at the same time or on overlapping Trading Days. (e) Notwithstanding anything in this Agreement to the contrary, any Earnout Shares issuable under this Section 1.7 to any Eligible Company Equityholder in respect of Company Options or Company RSUs held by such Eligible Company Equityholder as of immediately prior to the Merger Effective Time shall be issued to such Eligible Company Equityholder only if such Eligible Company Equityholder continues to provide services (whether as an employee, director or individual independent contractor) to SPAC or one of its Subsidiaries through the date of the occurrence of the corresponding Triggering Event that causes such Earnout Shares to become issuable. Notwithstanding anything in this Agreement to the contrary, any Earnout Shares issuable under to any Eligible Company Equityholder (or than with respect of Company Options or Company RSUs held by such Eligible Company Equityholder) shall be issued to such Eligible Company Equityholders based on the relative ownership of such Eligible Company Equityholders at the time of the corresponding Triggering Event that causes such Earnout Shares to become issuable. Any Earnout Shares that are forfeited pursuant to this Section 1.7(e) shall be reallocated to the other Eligible Company Equityholders who remain entitled to receive Earnout Shares in accordance with their respective Pro Rata Share, as computed at the time of the Triggering Event. (f) Notwithstanding anything to the contrary contained herein, no fraction of an Earnout Share or Sponsor Earnout Share will be issued by virtue of any Triggering Event, and each Person who would otherwise be entitled to a fraction of an Earnout Share or Sponsor Earnout Share (after aggregating all fractional Earnout Shares that otherwise would be received by such Person in connection with the occurrence of such Triggering Event) shall instead have the number of Earnout Shares or Sponsor Earnout Shares, as applicable, of issued to such Person rounded up to the nearest whole Earnout EquityShare or Sponsor Earnout Share, as applicable. (g) The rights to the Earnout Shares and/or Sponsor Earnout Shares (i) are solely contractual rights, (ii) will not be evidenced by a certificate, do not constitute securities or other instruments and are not readily marketable, and (iii) may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part.

Earnout. (a) Following the Closing, and as additional consideration for the Purchase and the transactions contemplated hereby, promptly (but in any event within five ten (510) Business Days Days) after the determination occurrence of the 2023 EBITDAa Triggering Event, the Company and Acquiror (as applicable) shall issue or cause to be issued to each Member the Earnout Equityholders (in accordance with its their respective Earnout Pro Rata ShareShares) the following number of Company Common Units and shares of Domesticated Acquiror Class C Common Stock Stock, as applicable (which shall be equitably adjusted for on account of any subdivision, stock splitssplit, reverse stock splitssplit, stock dividends, reorganizations, recapitalizations, reclassificationsdividend, combination, exchange of shares reclassification or other like change similar equity restructuring transaction or transaction with respect to Company Common Unit and any changes in the Domesticated Acquiror Class C Common Stock occurring on as a result of a merger, consolidation, reorganization, recapitalization, business combination or after the Closingsimilar transaction involving Acquiror) (as so adjusted, the “Company Earnout EquityShares”), upon the terms and subject to the conditions set forth in this AgreementAgreement and the other agreements contemplated hereby: (i) If upon the 2023 EBITDA is greater than $60,000,000 (the “Minimum EBITDA Target”)occurrence of Triggering Event I, a one-time aggregate issuance of 200,000 units and sharestwo million five hundred thousand (2,500,000) Company Earnout Shares; (ii) upon the occurrence of Triggering Event II, as applicablea one-time aggregate issuance of two million five hundred thousand (2,500,000) Company Earnout Shares; and (iii) upon the occurrence of Triggering Event III, a one-time aggregate issuance of two million five hundred thousand (2,500,000) Company Earnout Equity, for each $1,000,000 of EBITDA (rounded down to the nearest $1,000,000) in excess of the Minimum EBITDA Target, up to a maximum of 3,000,000 units and shares, as applicable, of Earnout Equity.Shares; (b) Notwithstanding the foregoing, the Acquiror shall be permitted to satisfy its obligation to deliver Earnout Equity pursuant to the Minimum EBITDA Target by (i) delivering $12.50 cash per unit and share, as applicable, of Earnout Equity within thirty (30) calendar days of determination of the 2023 EBITDA or (ii) if the Acquiror Trading Price exceeds $14.00 per share, by delivering the number of shares of Acquiror Class A Common Stock equal to (x) the aggregate number of units and shares, as applicable, of Earnout Equity multiplied by $12.50, divided by (y) the Acquiror Trading Price; provided, that the Acquiror Trading Price shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to Company Common Unit and Acquiror Class C Common Stock occurring on or after the Closing. (c) For the avoidance of doubt, the Members Earnout Equityholders shall be entitled to receive Company Earnout Equity Shares upon the occurrence of each Triggering Event; provided, however, that each Triggering Event shall only with respect to the 2023 EBITDAoccur once, if at all, and in no event shall the Members Earnout Equityholders be entitled to receive more than seven million five hundred thousand (7,500,000) Company Earnout Shares in the aggregate (which shall be equitably adjusted on account of any subdivision, stock split, reverse stock split, stock dividend, combination, reclassification or similar equity restructuring transaction or any changes in the Domesticated Acquiror Common Stock as a result of a merger, consolidation, reorganization, recapitalization, business combination or similar transaction involving Acquiror); provided, further, that Triggering Event I, Triggering Event II and Triggering Event III may be achieved at the same time or on overlapping trading days. (c) Notwithstanding anything in this Agreement to the contrary, any Company Earn-Out Shares issuable under this Section 3.4 to any Earnout Equityholder in respect of Company Options held by such Earnout Equityholder as of immediately prior to the Effective Time shall be issued to such Earnout Equityholder only if such Earnout Equityholder continues to provide services (whether as an aggregate employee, director or individual independent contractor) to Acquiror or one of 3,000,000 units its Subsidiaries through the date of the occurrence of the corresponding Triggering Event that causes such Company Earn-Out Shares to become issuable. Any Company Earn-Out Shares that are forfeited pursuant to the preceding sentence shall be reallocated to the other Earnout Equityholders who remain entitled to receive Earn-Out Shares in accordance with their respective Earnout Pro Rata Shares. (d) At all times during the Earnout Period, Acquiror shall reserve for issuance a sufficient number of shares of unissued Domesticated Acquiror Common Stock to permit Acquiror to satisfy its issuance obligations set forth in this Section 3.4 and sharesshall take all actions required to increase the authorized number of Domesticated Acquiror Common Stock if at any time there shall be insufficient unissued Domesticated Acquiror Common Stock to permit such reservation. (e) Notwithstanding anything to the contrary contained herein, no fraction of a Company Earnout Share will be issued by virtue of any Triggering Event, and each Person who would otherwise be entitled to a fraction of a Company Earnout Share (after aggregating all fractional Company 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 Company Earnout Shares issued to such Person rounded down to the nearest whole Company Earnout Share. (f) If, during the Earnout Period, there is an Acquiror Sale that will result in the holders of Domesticated Acquiror 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 Domesticated Acquiror Common Stock, as applicabledetermined in good faith by the Board of Directors of Acquiror) equal to or in excess of the applicable Stock Price Level required in connection with any Triggering Event, then immediately prior to the consummation of such Acquiror Sale (a) any such Triggering Event that has not previously occurred shall be deemed to have occurred and (b) Acquiror shall issue the applicable Company Earnout EquityShares to the Earnout Equityholders (in accordance with their respective Earnout Pro Rata Share), and the Earnout Equityholders shall be eligible to participate in such Acquiror Sale. If, during the Earnout Period, there is an Acquiror Sale that will result in the holders of Domesticated Acquiror 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 Domesticated Acquiror Common Stock, as determined in good faith by the Board of Directors of Acquiror) that is less than the applicable Stock Price Level required in connection with any Triggering Event that has not previously occurred, then this Section 3.4 shall terminate and no Company Earnout Shares shall be issuable hereunder with respect to such Triggering Event(s) in connection with or following completion of the Acquiror Sale.

Earnout. (a) Following the Acquisition Closing, and as additional consideration for the Purchase and the transactions contemplated hereby, within five (5) Business Days after the determination occurrence of the 2023 EBITDAa Triggering Event, the Company and Acquiror (as applicable) Domesticated SPAC shall issue or cause to be issued to each Member (in accordance with its respective Pro Rata Sharex) the Eligible Company Equityholders with respect to such Triggering Event the following number of Company Common Units and shares of Acquiror Class C Domesticated SPAC Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Company Common Unit and Acquiror Class C Domesticated SPAC Common Stock occurring on or after the Acquisition Closing) (the “Earnout EquityShares”)) constituting the Per Share Earnout Consideration as additional consideration for the Company interests acquired in connection with the Acquisition Merger, upon the terms and subject to the conditions set forth in this Agreement: (i) If the 2023 EBITDA is greater than $60,000,000 (the “Minimum EBITDA Target”), a one-time issuance of 200,000 units and shares, as applicable, of Earnout Equity, for each $1,000,000 of EBITDA (rounded down to the nearest $1,000,000) in excess of the Minimum EBITDA Target, up to a maximum of 3,000,000 units and shares, as applicable, of Earnout Equity. (b) Notwithstanding the foregoing, the Acquiror shall be permitted to satisfy its obligation to deliver Earnout Equity pursuant to the Minimum EBITDA Target by (i) delivering $12.50 cash per unit and share, as applicable, of Earnout Equity within thirty (30) calendar days of determination of the 2023 EBITDA or (ii) if the Acquiror Trading Price exceeds $14.00 per share, by delivering the number of shares of Acquiror Class A Common Stock equal to (x) the aggregate number of units and shares, as applicable, of Earnout Equity multiplied by $12.50, divided by (y) the Acquiror Trading Price; providedholders of Management Earnout RSUs, that with respect to such Triggering Event, the Acquiror Trading Price following shares of Domesticated SPAC Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinationscombination, exchanges exchange of shares or other like changes change or transactions transaction with respect to Company Common Unit and Acquiror Class C Domesticated SPAC Common Stock occurring on or after the Acquisition Closing) (the “Management Earnout Shares”) constituting the Per Management Earnout RSU Consideration, in the case of each of (x) and (y), upon the 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 3,333,333 Earnout Shares to the Eligible Company Equityholders and 1,666,667 Management Earnout Shares to the holders of Management Earnout RSUs; (ii) upon the occurrence of Triggering Event II, a one-time issuance of 3,333,333 Earnout Shares to the Eligible Company Equityholders and 1,666,667 Management Earnout Shares to the holders of Management Earnout RSUs; and (iii) upon the occurrence of Triggering Event III, a one-time issuance of 3,333,334 Earnout Shares to the Eligible Company Equityholders and 1,666,666 Management Earnout Shares to the holders of Management Earnout RSUs. (cb) For the avoidance of doubt, the Members Eligible Company Equityholders and the holders of Management Earnout RSUs with respect to a Triggering Event shall be entitled to receive Earnout Equity Shares and Management Earnout Shares, respectively, upon the occurrence of each Triggering Event; provided, however, that each Triggering Event shall only with respect to the 2023 EBITDAoccur once, if at all, and in no event shall the Members Eligible Company Equityholders and the holders of Management Earnout RSUs be entitled to receive more than an aggregate of 3,000,000 units 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 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 Event I, Triggering Event II and Triggering Event III, and 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 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 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 stockholder meeting) to increase the authorized number of Domesticated SPAC Common Stock if at any time there shall be insufficient unissued Domesticated SPAC Common Stock to permit such reservation. In no event will any right to receive Earnout Shares or Management 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 or Management Earnout Shares take any steps that would render such rights readily marketable. (f) The Domesticated SPAC shall take such actions as applicableare reasonably requested by the Eligible Company Equityholders 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 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 EquityPeriod, 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 and the Management Earnout Shares) to be tradable over the national securities exchange (as defined under Section 6 of the 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 not limit the Domesticated SPAC from consummating a Change of Control or entering into a contract that contemplates a Change of Control.