Common use of Earnout Clause in Contracts

Earnout. (a) A Shareholder’s right to receive Earnout Shares pursuant to this Section 2.4, if any, is subject to 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 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 satisfied prior to the fifth anniversary of the Closing, the 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 treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall 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 applicable Earnout Shares shall be forfeited and cease to exist.

Earnout. (a) A Shareholder’s right Following the Closing, and as additional contingent consideration for the Mergers and the other Transactions, within ten (10) Business Days after the occurrence of an Earnout Event, PubCo shall issue or cause to receive Earnout Shares pursuant be issued to this Section 2.4, if any, is subject to such shareholders of 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 Company (the “First Earnout Condition”), Participants,” as listed on the Schedule I attached hereto) pro rata the following additional shares of PubCo Ordinary Shares (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 which shall be equitably adjusted for share splitssubdivisions, share consolidations, share dividends, reorganizations reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to PubCo Ordinary Shares occurring on or after the date hereof, the “Earnout Shares” as set forth on Schedule I), upon the terms and recapitalisationssubject to the conditions set forth in this Agreement and the other Ancillary Agreements: (i) upon the occurrence of Earnout Event I, a one-time issuance of 15,000,000 Earnout Shares; and (ii) upon the occurrence of Earnout Event II, a one-time issuance of 20,000,000 Earnout Shares. (b) As additional consideration for For the transfer avoidance of Company doubt, the Earnout Participants shall be entitled to receive Earnout Shares to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after upon the satisfaction occurrence of an each Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout SharesEvent. (c) In the event that an No Earnout Condition Shares issuable pursuant to this Section 2.8, if any, shall be released to any Company Shareholder who is not satisfied prior required to file notification pursuant to the fifth anniversary of the Closing, the contingent right and entitlement of such Shareholders to the HSR Act or under any 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 antitrust or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case competition Laws of any non-cash considerationU.S. jurisdictions (collectively, as provided in “Foreign Antitrust Laws”) until any applicable waiting period pursuant to the definitive transactions documents for such transaction, HSR Act or if not so Foreign Antitrust Laws has expired or been terminated (provided, determined by the board that any such Company Shareholder has notified PubCo 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 such required filing pursuant to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, HSR Act or otherwise treated as so issued Foreign Antitrust Laws in connection therewith, so as to ensure that therewith following reasonable advance notice from PubCo of the recipients reasonably anticipated issuance of such Earnout Shares shall 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 applicable Earnout Shares shall be forfeited and cease to exist).

Earnout. (a) A Shareholder’s right During the Earnout Period, as additional consideration for the Merger and the other transactions contemplated hereby, promptly (but in any event within ten (10) Business Days) after the occurrence of each Earnout Triggering Event, Acquiror shall issue or cause to receive be issued to each Eligible Company Equityholder (in accordance with his, her or its respective Earnout Shares pursuant to this Section 2.4Pro Rata Share) shares of Domesticated Acquiror Common Stock (the “Earnout Shares”), if any, is upon the terms and subject to the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, conditions set forth in this Agreement: (i) $12.00 per share (Upon the “First occurrence of Earnout Condition”)Triggering Event I, a one-time issuance of an aggregate of 8,000,000 Earnout Shares; and (ii) $14.00 per share (Upon the “Second occurrence of Earnout Condition”) or (iii) $16.00 per share (the “Third Triggering Event II, a one-time issuance of an aggregate of 6,666,667 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 recapitalisationsShares. (b) As additional consideration for For the transfer avoidance of doubt, the Eligible Company Equityholders shall be entitled to receive Earnout Shares upon the occurrence of each Earnout Triggering Event; provided, however, that each Earnout Triggering Event shall only occur once, if at all, and in no event shall the Eligible Company Equityholders be entitled to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction receive more than an aggregate of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable 14,666,667 Earnout Shares; provided, further, that Earnout Triggering Event I and Earnout Triggering Event II may be achieved at the same time or over the same overlapping Trading Days. (c) In Notwithstanding anything in this Section 3.5 to the event contrary, to the extent that any portion of the Earnout Shares that would otherwise be issuable to an Earnout Condition Eligible Company Equityholder hereunder relates to an Acquiror Option or Acquiror RSU that was converted from a Company Option or Company RSU (as the case may be) that is not satisfied prior to the fifth anniversary yet exercisable or remains unvested, as applicable (an “Unvested Equity Award”), as of the Closing, the contingent right and entitlement of such Shareholders to date that the applicable Earnout Shares Triggering Event occurs, then in lieu of issuing such Earnout Shares, Acquiror shall instead issue to each holder of an Unvested Equity Award, as soon as practicable following the later of (i) the occurrence of the applicable Earnout Triggering Event and (ii) Acquiror’s filing of an appropriate Registration Statement for such Acquiror RSUs, an award of Acquiror RSUs for that number of shares of Domesticated Acquiror Common Stock such holder would have otherwise received if such Unvested Equity Award(s) had been vested (such Acquiror RSUs, “Earnout RSUs”). Such Earnout RSUs shall be forfeited subject to the same vesting conditions as applicable to such Unvested Equity Award. All Earnout RSUs issued hereunder shall be issued under and cease pursuant to existthe terms of the Equity Incentive Plan, and the Earnout RSU Share Reserve (as defined in the Equity Incentive Plan), for purposes of clarity, shall not reduce the Share Reserve (as defined in the Equity Incentive Plan) under the Equity Incentive Plan. (d) Any issuance Notwithstanding anything to the contrary herein, upon the forfeiture of any Unvested Equity Awards in accordance with their terms, such Eligible Company Equityholder’s right to receive any Earnout Shares or Earnout RSUs in respect of such Unvested Equity Award 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 PubCoimmediately terminate. (e) To If, during the extent that, prior to the fifth anniversary of the ClosingEarnout Period, there is a bona fide third party transaction that results Change of Control, any Earnout Shares not previously issued pursuant to Section 3.5(a) shall be issued to each Eligible Company Equityholder (in PubCo Shares being converted into the right to receive cash accordance with his, her or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisationsits respective Earnout Pro Rata Share), and thereafter, this Section 3.5 shall terminate and no Earnout Shares shall be issuable hereunder. (f) 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 a substantial part of its assets or properties, any Earnout Shares not previously issued pursuant to Section 3.5(a) shall be issued to each Eligible Company Equityholder (in accordance with his, her or its respective Earnout Pro Rata Share). (g) The Earnout Share price targets set forth in the case definitions of any non-cash considerationEarnout Triggering Event I and Earnout Triggering Event II, and the number of Earnout Shares issuable in each event, as provided in this Section 3.5, 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 Acquiror Common Stock occurring on or after the definitive transactions documents for such transaction, or if not so provided, determined by Closing (other than the board conversion of directors of PubCo in good faiththe Acquiror Ordinary Shares into Domesticated Acquiror Common Stock at the Closing). (h) (i) equal to or in excess of any Earnout Condition that has not yet been satisfied, then the applicable No fractional Earnout Shares shall be issued pursuant to this Section 3.5. In lieu of any fractional Earnout Shares to which an Eligible Company Equityholder would otherwise be entitled, such amount of shares shall be rounded down to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall 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 applicable Earnout Shares nearest whole share. No cash settlements shall be forfeited and cease made with respect to existfractional shares eliminated by rounding.

Earnout. (a) A Shareholder’s right Following the Closing, as additional consideration for the Company interests acquired in connection with the Merger, within five (5) Business Days after the occurrence of a Triggering Event, the Purchaser shall issue or cause to be issued to the Eligible Company Security Holders, based on their respective Pro Rata Earnout Shares, with respect to such Triggering Event the following shares of Purchaser 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 Purchaser Common Stock occurring after the Closing) (the “Earnout Shares”) constituting the Earnout Consideration (which Earnout Shares, for the avoidance of doubt, shall be issued as shares of Purchaser Common Stock to all Eligible Company Security Holders based on their respective Pro Rata Share), upon the terms and subject to the conditions set forth in this Agreement and the Ancillary Documents: (i) upon the occurrence of Triggering Event I, a one-time issuance of an aggregate of 1,000,000 Earnout Shares; (ii) upon the occurrence of Triggering Event II, a one-time issuance of an aggregate of 1,000,000 Earnout Shares; and (iii) upon the occurrence of Triggering Event III, a one-time issuance of an aggregate of 1,000,000 Earnout Shares. (b) For the avoidance of doubt, the Eligible Company Security Holders with respect to a Triggering Event shall be entitled to receive Earnout Shares upon the occurrence of each Triggering Event; provided, however, that each Triggering Event shall occur only once, if at all, and in no event shall the Eligible Company Security Holders collectively be entitled to receive more than an aggregate of 3,000,000 Earnout Shares pursuant to this Section 2.4, if any, is subject to 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 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 Shares1.21. (c) In If, during the event that an Earnout Condition Period, there is not satisfied a Change of Control, (A) the Purchaser shall issue 3,000,000 shares of Purchaser Common Stock (less any Earnout Shares issued prior to the fifth anniversary such Change of the Closing, the contingent right and entitlement of such Shareholders Control pursuant to Section 1.21(a)) to the applicable Eligible Company Security Holders with respect to the Change of Control, and (B), thereafter, this Section 1.21 shall terminate and no further Earnout Shares shall be forfeited and cease to existissuable hereunder. (d) Any issuance The Purchaser Common Stock price targets set forth in the definitions of Earnout Shares Triggering Event I, Triggering Event II and Triggering Event III and in Section 1.21(c) shall be treated as an adjustment 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 consideration paid at Purchaser Common Stock occurring after 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 At all times during the extent thatEarnout Period, prior the Purchaser shall keep available for issuance a sufficient number of shares of unissued Purchaser Common Stock to satisfy in full its issuance obligations set forth in this Section 1.21 and shall take all actions reasonably required (including by convening any stockholder meeting) to increase the fifth anniversary authorized number of the Closing, Purchaser Common Stock if at any time there is a bona fide third party transaction that results in PubCo Shares being converted into the shall be insufficient unissued Purchaser Common Stock to permit such reservation. In no event will any right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisationsEarnout 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 Purchaser shall take such actions as are reasonably requested by the case Eligible Company Security Holders to evidence the issuances pursuant to this Section 1.21, including through the provision of any non-cash considerationan updated stock ledger showing such issuances (as certified by an officer of the Purchaser responsible for maintaining such ledger or the applicable registrar or transfer agent of the Purchaser). (g) During the Earnout Period, the Purchaser shall use reasonable best efforts to remain listed as provided in a public company on, and for Purchaser Common Stock (including, when issued, the definitive transactions documents for such transaction, or if not so Earnout Shares) to be tradable over the national securities exchange (as defined under Section 6 of the Exchange Act) on which the shares of Purchaser Common Stock are then listed; provided, determined by however, that subject to Section 1.21(c), the board foregoing shall not limit the Purchaser from consummating a Change of directors Control or entering into a Contract that contemplates a Change 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 treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall 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 applicable Earnout Shares shall be forfeited and cease to existControl.

Earnout. (a) A Shareholder’s After the Adjustment Period, to the extent that a Forfeiture Event has occurred and after giving effect to the forfeiture of the Aggregate Forfeiture Shares, the Sponsor and the Company Shareholders (other than the holders of Company Series X Preference Shares) shall have the right to receive an aggregate of PubCo Class A Ordinary Shares equal to the Aggregate Forfeiture Shares that have been forfeited (subject to equitable adjustment for stock splits, 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”) based on the performance of the PubCo Class A Ordinary Shares during the five (5) year period after the Closing Date (the “Earnout Period”) as determined pursuant to Section 2.11(a). (b) PubCo shall issue and the Sponsor and the Company Shareholders (other than the holders of Company Series X Preference Shares) shall have the right to receive their respective portions of the Earnout Shares pursuant to this Section 2.4, in accordance with their applicable Forfeiture Ratios if any, is subject to the closing price of the PubCo Class A Ordinary Shares equaling (or exceedingany common or ordinary equity security that is the successor to the PubCo Class A Ordinary Shares (together with the PubCo Class A Ordinary Shares, for any 20 trading days during a 30 consecutive trading day period, (ithe “Public Ordinary Shares”)) on the principal exchange or securities market on which such securities are then listed or quoted is at or above $12.00 per share 15.00 (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout ConditionPrice Threshold”) or for ten (iii10) $16.00 per share Trading Days (which need not be consecutive) over a twenty (20) Trading Day period at any time during the “Third Earnout Condition”; and each of the FirstPeriod (such event, Second and Third Earnout Conditions an “Earnout ConditionEvent”). Such issuance shall be made promptly (and in any event no later than the third (3rd) Business Day) following the Earnout Event, and PubCo shall or shall cause its transfer agent to provide evidence of such 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 Threshold and the applicable number of Earnout Shares released for each applicable Earnout Event (or Early Issuance Event, as applicable, in each case as equitably adjusted ) shall be subject to equitable adjustment for share splits, share dividends, reorganizations reorganizations, combinations, recapitalizations and recapitalisations. similar transactions affecting the 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 (bor any successor public company) As additional consideration for to the transfer holders of Company Shares to PubCo pursuant to this Section 2Public Ordinary Shares, on a per share basis, 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 extraordinary dividend 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 satisfied prior to the fifth anniversary of distribution following the Closing, the 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 All of the extent that, prior Earnout Shares will be issued pro rata to the fifth anniversary Sponsor and the Company Shareholders (other than the holders of the Closing, there is a bona fide third party transaction that results Company Series X Preference Shares) 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 accordance with their applicable Forfeiture Ratios in the case event of any non-cash considerationan Early Issuance Event, 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 transactionEarly Issuance Event. (f) No Earnout Shares issuable pursuant to this Section 2.11, if any, shall be released to any Company Shareholder who is required to file notification pursuant to the HSR Act or otherwise treated as so issued 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 connection therewith, so as to ensure that therewith following reasonable advance notice from PubCo of the recipients reasonably anticipated issuance of such Earnout Shares shall 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 applicable Earnout Shares shall be forfeited and cease to exist).

Earnout. (a) A Shareholder’s right Following the Acquisition Closing, 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 Eligible Company Equityholders with respect to such Triggering Event the following shares of Surviving Corporation 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 Surviving Corporation Common Stock occurring after the Acquisition Closing) (the “Earnout Shares”) constituting the Per Share Earnout Consideration (which Earnout Shares, for the avoidance of doubt, shall be issued as shares of Surviving Corporation Common Stock to all Eligible Company Equityholders), 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 an aggregate of 2,500,000 Earnout Shares; (ii) upon the occurrence of Triggering Event II, 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 Company Equityholders with respect to a Triggering Event shall be entitled to 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 Company Equityholders collectively be entitled to receive more than an aggregate of 7,500,000 Earnout Shares pursuant to this Section 2.4, if any, is subject to 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 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 Shares3.03. (c) In If, during the event that an Earnout Condition Period, there is not satisfied a Change of Control (A) the Surviving Corporation shall issue 7,500,000 shares of Surviving Corporation Common Stock (less any Earnout Shares issued prior to the fifth anniversary such Change of the Closing, the contingent right and entitlement of such Shareholders Control pursuant to Section 3.03(a)) to the applicable 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 forfeited and cease to existissuable hereunder. (d) Any 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). (g) During the Earnout Period, 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 Earnout Shares) to be tradable over the national securities exchange (as defined under Section 6 of the Exchange Act) on which the shares of Surviving Corporation Common Stock are then listed; provided, however, that subject to Section 3.03(c), the foregoing shall not limit the Surviving Corporation 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, the Earnout Shares to be issued to the holders of 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 Company Equity Holder shall be equal to (i) (A) 7,500,000, divided by (B) the number of Adjusted Aggregate Fully Diluted Company Common Shares as of immediately prior to the Acquisition Merger Effective Time, multiplied by (ii) 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 Restricted Earnout Shares upon the occurrence of a Triggering Event (or on the date on which a Change of Control occurs as described in Section 3.03(c)), but only to the extent that such 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 an adjustment issued pursuant to the consideration paid Section 3.03(a)-(c) (as applicable). Any Restricted Earnout Share that remains subject to forfeiture at the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value expiration of the Earnout Shares so issued will Period shall automatically and without further action 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 recapitalisationsforfeited, and the Eligible Company Equityholder shall have no further right, title or interest 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 Restricted Earnout Condition that has not yet been satisfied, then the applicable Share. The Restricted Earnout Shares shall be issued subject to adjustment in accordance with Section 3.03(a), and shall not be entitled to dividends paid with respect to the relevant Shareholders effective as of immediately prior Surviving Corporation Common Stock during the Earnout Period. Notwithstanding anything to the consummation contrary in this Section 3.03, in no event shall the number of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such issued pursuant to pursuant to Section 3.03(a)-(c), together with the number of Restricted Earnout Shares vesting in accordance with this Section 3.03(h), exceed 7,500,000 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 applicable Earnout Shares shall be forfeited and cease to exist.

Earnout. (a) Subject to Section 1.12(c) below, following the Closing, and as additional consideration for the Merger and the transactions contemplated hereby, within five (5) Business Days after the occurrence of a Triggering Event, the Purchaser shall issue or cause to be issued to each Participating Equityholder its respective Pro Rata Share of the aggregate number of shares of Purchaser Class A Shareholder’s right to receive Earnout Shares pursuant to this Section 2.4Common Stock set forth below (which aggregate amount shall be equitably adjusted for stock splits, if anyreverse stock splits, is subject stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to the closing price of PubCo Shares equaling Purchaser Class A Common Stock occurring on or exceedingafter the Closing) (such shares, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First Earnout ConditionShares”), (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 splitsupon the terms and subject to the conditions set forth in this Agreement: (i) Upon the occurrence of Triggering Event I, share dividendsa one-time issuance to all Participating Equityholders of 1,000,000 Earnout Shares; (ii) Upon the occurrence of Triggering Event II, reorganizations and recapitalisationsa one-time issuance to all Participating Equityholders of 1,000,000 Earnout Shares; and (iii) Upon the occurrence of Triggering Event III, a one-time issuance to all Participating Equityholders of 1,000,000 Earnout Shares. (b) As additional consideration for For the transfer avoidance of Company doubt, subject to Section 1.12(c) below, the Participating Equityholders shall be entitled to receive the relevant number of 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 Participating Equityholders be entitled to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction receive more than an aggregate of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable 3,000,000 Earnout Shares. (c) In the event that The Purchaser shall, in satisfaction of any obligation to issue Earnout Shares to any Deemed Equity Holder under this Section 1.12, issue an Earnout Condition is not satisfied prior equity award to the fifth anniversary Deemed Equity Holder from the Earnout Subpool (as such term shall be defined in the Stock Incentive Plan) (the “Earnout Equity Awards”) as soon as practicable following the later of (i) the occurrence of the Closing, applicable Triggering Event and (ii) the contingent right and entitlement Purchaser’s filing of an appropriate registration statement for the Stock Incentive Plan. The number of shares of Purchaser Class A Common Stock subject to each Earnout Equity Award shall be the number of shares equal to such Shareholders Participating Equityholder’s Pro Rata Share of the Earnout Shares being issued. Each Earnout Equity Award shall be subject to the applicable Earnout Shares terms of the Stock Incentive Plan and shall be forfeited in the form (which may include, for the avoidance of doubt, an award of fully-vested stock), and cease may be subject to existsuch terms and conditions (including vesting), as the Post-Closing Purchaser Board (or a committee thereof) shall determine at the time of grant. For the avoidance of doubt, if a Deemed Equity Holder ceases to be employed or otherwise provide services to the Purchaser or its Subsidiaries between the date of the occurrence of the Triggering Event and the date of grant of the Earnout Equity Award, such Deemed Equity Holder shall not be entitled to receive such Earnout Equity Award. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the ClosingIf, except to the extent otherwise required by Law, and an amount equal to the aggregate par value of during 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 ClosingPeriod, there is a bona fide third party transaction that results in PubCo Shares being converted into Change of Control pursuant to which the Purchaser or its stockholders have the right to receive cash or other consideration having implying a value per share value of Purchaser Class A Common Stock (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and determined in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined good faith by the board Purchaser’s Board of directors of PubCo in good faithDirectors) (i) equal to equaling or in excess of any Earnout Condition that has not yet been satisfiedexceeding the volume-weighted average closing sale price underlying one or more Triggering Events, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of then, immediately prior to the consummation of such transactionChange of Control, or otherwise treated as so issued in connection therewith(i) to the extent the relevant Triggering Event has not previously occurred, so as such relevant Triggering Event shall be deemed to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, have occurred and (ii) less than each Participating Equityholder shall be entitled to receive its Pro Rata Share of the applicable number of Earnout Shares to be issued based on the deemed occurrence of the applicable Triggering Event(s). (e) If, during the Earnout Period, (i) any liquidation, dissolution or winding up of the Purchaser is initiated, (ii) any bankruptcy, dissolution or liquidation proceeding is instituted by or against the Purchaser or (iii) the Purchaser 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 Condition Shares that has have not yet been satisfied, then previously issued by the contingent right Purchaser (whether or not previously earned) shall be deemed earned and entitlement of such Shareholders due by the Purchaser to the applicable Earnout Shares Participating Equityholders (in accordance with each Participating Equityholder’s respective Pro Rata Share). (f) The Purchaser Class A Common Stock price targets set forth in the definitions of Triggering Event I, Triggering Event II and Triggering Event III shall be forfeited and cease equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like change or transaction with respect to existPurchaser Class A Common Stock occurring on or after the Closing (other than the conversion of the Purchaser Class B Common Stock into Purchaser Class A Common Stock at the Closing or the conversion of shares of Purchaser Class C Common Stock into shares of Purchaser Class A Common Stock after the Closing).

Earnout. (a) Following the Acquisition Closing, as additional consideration for the Company interests acquired in connection with the Acquisition Merger, within five Business Days after the occurrence of a Triggering Event, the Surviving Corporation shall issue or cause to be issued to the Eligible Company Equityholders with respect to such Triggering Event the following shares of Surviving Corporation 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 Surviving Corporation Common Stock occurring after the Acquisition Closing) (the “Earnout Shares”) constituting the Per Share Earnout Consideration (which Earnout Shares, for the avoidance of doubt, shall be issued as shares of Surviving Corporation Class X Common Stock to the Company Founder and shares of Surviving Corporation Class A Shareholder’s right Common Stock to all other Eligible Company Equityholders), 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 10,000,000 Earnout Shares; (ii) upon the occurrence of Triggering Event II, a one-time issuance of 10,000,000 Earnout Shares; and (iii) upon the occurrence of Triggering Event III, a one-time issuance of 10,000,000 Earnout Shares. (b) For the avoidance of doubt, the Eligible Company Equityholders with respect to a Triggering Event shall be entitled to 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 Company Equityholders be entitled to receive more than an aggregate of 30,000,000 Earnout Shares pursuant to this Section 2.4, if any, is subject to 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 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 Shares3.03. (c) In If, during the event that an Earnout Condition Period, there is not satisfied prior a Change of Control pursuant to which the fifth anniversary Surviving Corporation or its stockholders have the right to receive consideration implying a value per share of Surviving Corporation Common Stock (as agreed in good faith by the Sponsor and the board of directors of the ClosingSurviving Corporation) of: (i) less than $12.50, the contingent right then this Section 3.03 shall terminate and entitlement of such Shareholders to the applicable no Earnout Shares shall be forfeited issuable hereunder; (ii) greater than or equal to $12.50 but less than $20.00, then, (A) immediately prior to such Change of Control, the Surviving Corporation shall issue 10,000,000 shares of Surviving Corporation 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, and cease (B) thereafter, this Section 3.03 shall terminate and no further Earnout Shares shall be issuable hereunder; (iii) greater than or equal to exist$20.00 but less than $30.00, then, (A) immediately prior to such Change of Control, the Surviving Corporation shall issue 20,000,000 shares of Surviving Corporation 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, and (B) thereafter, this Section 3.03 shall terminate and no further Earnout Shares shall be issuable hereunder; or (iv) greater than or equal to $30.00, then, (A) immediately prior to such Change of Control, the Surviving Corporation shall issue 30,000,000 shares of Surviving Corporation 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, and (B) thereafter, this Section 3.03 shall terminate and no further Earnout Shares shall be issuable hereunder; provided, that such shares of Surviving Corporation Common Stock to be issued pursuant to this Section 3.03(c) shall be issued as shares of Surviving Corporation Class X Common Stock to the Company Founder and shares of Surviving Corporation Class A Common Stock to all other Eligible Company Equityholders. (d) Any 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 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 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). (g) During the Earnout Period, 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 Earnout Shares) to be tradable over the national securities exchange (as defined under Section 6 of the Exchange Act) on which the shares of Surviving Corporation Common Stock are then listed; provided, however, that subject to Section 3.03(c), the foregoing shall not limit the Surviving Corporation 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, the Earnout Shares to be issued to the holders of Company Options, Company Restricted Stock and Company RSU Awards 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”). Restricted Earnout Shares shall be issued as shares of Surviving Corporation Class X Common Stock to the Company Founder and as shares of Surviving Corporation Class A Common Stock to all other holders of Company Options, Company Restricted Stock and Company RSU Awards. The number of Restricted Earnout Shares issued with respect to each Company Option, Company Restricted Stock and Company RSU Award shall be equal to (i) (A) 30,000,000, divided by (B) (1) the number of Company Outstanding Shares as of immediately prior to the Acquisition Merger Effective Time, plus (2) the number of shares of Company Restricted Stock that are outstanding immediately prior to the Acquisition Merger Effective Time, plus (3) the number of shares of Company Common Stock issuable upon exercise or settlement of all Company Options (assuming cash settlement of such Company Options) and Company RSU Awards that are outstanding, whether vested or unvested, immediately prior to the Acquisition Merger Effective Time, multiplied by (ii) the aggregate number of shares of Company Common Stock underlying the applicable Company Option, Company Restricted Stock 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 Restricted Earnout Shares upon the occurrence of a Triggering Event (or on the date on which a Change of Control occurs as described in Section 3.03(c)(ii)-(iv)), but only to the extent that such 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 an adjustment issued pursuant to Section 3.03(a)-(c) (as applicable). Restricted Earnout Shares also shall be subject to forfeiture and reallocation to the consideration paid at the Closing, except other holders of Restricted Earnout Shares to the extent otherwise required by Lawthe portion of the Company Option, and Company Restricted Stock or Company RSU Award to which it relates is not included as an amount equal Adjusted Company Outstanding Share with respect to the aggregate par value applicable Triggering Event or Change of Control, it being the intent of this Section 3.03(h) that a Restricted Earnout Share shall vest upon a Triggering Event or Change of Control only to the extent that such 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). Any Restricted Earnout Share that remains subject to forfeiture at the expiration of the Earnout Shares so issued will Period shall automatically and without further action 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 recapitalisationsforfeited, and the Eligible Company Equityholder shall have no further right, title or interest 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 Restricted Earnout Condition that has not yet been satisfied, then the applicable Share. The Restricted Earnout Shares shall be issued subject to adjustment in accordance with Section 3.03(a), and shall not be entitled to dividends paid with respect to the relevant Shareholders effective as of immediately prior Surviving Corporation Common Stock during the Earnout Period. If a Restricted Earnout Share is forfeited due to the consummation portion of such transactionthe Company Option, Company Restricted Stock or otherwise treated Company RSU Award to which it relates failing to be included as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection an Adjusted Company Outstanding Share 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 respect to the applicable Triggering Event or Change of Control, such Restricted Earnout Share shall be reallocated on a pro rata basis to the remaining holders of Restricted Earnout Shares but only to the extent necessary to preserve the economic intent of this Section 3.03 with respect to each such holder, subject to the terms and conditions of this Section 3.03(h). Notwithstanding anything to the contrary in this Section 3.03, in no event shall be forfeited and cease the number of Earnout Shares issued pursuant to existpursuant to Section 3.03(a)-(c), together with the number of Restricted Earnout Shares vesting in accordance with this Section 3.03(h), exceed 30,000,000 Earnout Shares.

Earnout. (a) A Shareholder’s right to receive Earnout Shares pursuant to this Section 2.4Following the Closing, if any, is subject to 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 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 eventMerger and the transactions contemplated hereby, within ten five (5) Business Days) Days after the satisfaction occurrence of an Earnout Conditiona Triggering Event, PubCo Acquiror shall issue and allot or cause to be issued and allotted to each applicable Shareholder Eligible Company Equityholder (in accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Acquiror Common Stock occurring on or after the applicable Closing) (such shares, the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement: (i) Upon the occurrence of Triggering Event I, a one-time issuance of 1,750,000 Earnout Shares; and (ii) Upon the occurrence of Triggering Event II, a one-time issuance of 1,750,000 Earnout Shares; (b) For the avoidance of doubt, the Eligible Company Equityholders shall be entitled to 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 Company Equityholders be entitled to receive more than an aggregate of 3,500,000 Earnout Shares. (c) In If, during the event that an Earnout Condition Period, there is not satisfied prior a Change of Control pursuant to which Acquiror or its stockholders have the fifth anniversary right to receive consideration implying a value per share of Acquiror Common Stock (as agreed in good faith by the ClosingSponsor and the Acquiror Board of Directors) of: (i) less than $12.00, the contingent right then this Section 3.4 shall terminate and entitlement of such Shareholders to the applicable no Earnout Shares shall be forfeited issuable hereunder; (ii) greater than or equal to $12.00 but less than $18.00, then, (A) immediately prior to such Change of Control, Acquiror shall issue 1,750,000 shares of Acquiror Common Stock to the Eligible Company Equityholders (in accordance with each Eligible Company Equityholder’s respective Pro Rata Share) and cease (B) thereafter, this Section 3.4 shall terminate and no further Earnout Shares shall be issuable hereunder; or (iii) greater than or equal to exist$18.00, then, (A) immediately prior to such Change of Control, Acquiror shall issue 3,500,000 shares of Acquiror Common Stock 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 Shares shall be issuable hereunder. (d) Any issuance 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 treated as an adjustment deemed earned and due by Acquiror 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 PubCoEligible Company Equityholders (in accordance with each Eligible Company Equityholder’s respective Pro Rata Share). (e) To The Acquiror Common Stock price targets set forth in the extent that, prior to the fifth anniversary definitions 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 Triggering Event I and recapitalisationsTriggering Event II, 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) clauses (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 treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall 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 (iii) of such Shareholders to the applicable Earnout Shares Section 3.4(c) shall be forfeited and cease 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 existAcquiror Common Stock occurring on or after the Closing (other than the conversion of the Acquiror Class B Common Stock into Acquiror Common Stock at the Closing).

Earnout. (a) A Shareholder’s right Following the Closing, as additional consideration for the Merger, within five (5) Business Days after the occurrence of a Triggering Event, R▇▇▇ shall issue or cause to receive be issued to the Eligible Company Equityholders (in accordance with their Applicable Earnout Shares pursuant Share), the following number of shares of R▇▇▇ Common Stock (which number 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 this Section 2.4R▇▇▇ Common Stock occurring on or after the Closing and prior to the date of such payment, if anythe “Earnout Shares”), is upon the terms and subject to the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, conditions set forth in this Agreement and the Ancillary Agreements: (i) $12.00 per share (upon the “First occurrence of Triggering Event I, a one-time issuance of 500,000 Earnout Condition”), Shares; and (ii) $14.00 per share (upon the “Second occurrence of Triggering Event II, a one-time issuance of 500,000 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 recapitalisationsShares. (b) As additional consideration for For the transfer avoidance of doubt, the Eligible Company Equityholders shall be entitled to 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 Company Equityholders be entitled to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction receive more than an aggregate of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable 1,000,000 Earnout Shares. (c) In The R▇▇▇ Common Stock price targets set forth in the definitions of Triggering Event II 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 R▇▇▇ Common Stock occurring on or after the Closing. Notwithstanding the foregoing, in the event that an Earnout Condition R▇▇▇ determines in good faith that any Eligible Company Equityholder is not satisfied prior an Accredited Investor, then R▇▇▇ may elect to the fifth anniversary satisfy such stockholder’s right to receive its Applicable Earnout Share of the Closing, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease by delivering to existsuch stockholder an amount of cash equal to such Eligible Company Equityholder’s Applicable Earnout Share multiplied by the last reported sales price of one share of R▇▇▇ Common Stock quoted on the NASDAQ Global Market (or the exchange on which the shares of R▇▇▇ Common Stock are then listed) for the twenty (20) Trading Days ending on the date of occurrence of the relevant Triggering Event. (d) Any issuance No certificates or scrip or shares representing fractional shares of R▇▇▇ Common Stock shall be issued in respect of Earnout Shares to an Eligible Company Equityholder and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of R▇▇▇ or a holder of shares of R▇▇▇ Common Stock. In lieu of any fractional share of R▇▇▇ Common Stock to which any Eligible Company Equityholder would otherwise be entitled in respect of Earnout Shares, the Exchange Agent shall round up or down to the nearest whole share of R▇▇▇ Common Stock, as applicable, with a fraction of 0.5 rounded up. No cash settlements shall be treated as an adjustment made with respect to the consideration paid at the Closing, except to the extent otherwise required fractional shares eliminated 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 PubCorounding. (e) To The Eligible Company Equityholders are intended third party beneficiaries of this Section 3.03, and each Eligible Company Equityholder shall be entitled to enforce the extent that, prior same. (f) All Earnout Shares to be issued and delivered in connection with this Section 3.03 to the fifth anniversary Eligible Company Equityholders shall be, upon issuance and delivery 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 treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, duly authorized and validly issued and fully paid and non-assessable, free and clear of all proceeds thereof, in connection with such transaction, Liens. Upon issuance and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement delivery of such Shareholders to Earnout Shares, R▇▇▇ shall enter into a registration rights agreement substantially in the applicable form of the Registration Rights Agreement for the benefit of the Eligible Company Equityholders and covering all the Earnout Shares shall be forfeited and cease to existShares.