Common use of Earnout Clause in Contracts

Earnout. (a) 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 be issued to such shareholders of the Company (the “Earnout Participants,” as listed on the Schedule I attached hereto) pro rata the following additional shares of PubCo Ordinary Shares (which shall be equitably adjusted for share subdivisions, share consolidations, share dividends, 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 subject 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) For the avoidance of doubt, the Earnout Participants shall be entitled to receive Earnout Shares upon the occurrence of each Earnout Event. (c) No Earnout Shares issuable pursuant to this Section 2.8, if any, shall be released to any Company Shareholder who is required to file notification pursuant to the HSR Act or under any applicable antitrust or other competition Laws of any non-U.S. jurisdictions (collectively, “Foreign Antitrust Laws”) until any applicable waiting period pursuant to the HSR Act or Foreign Antitrust Laws has expired or been terminated (provided, that any such Company Shareholder has notified PubCo of such required filing pursuant to the HSR Act or Foreign Antitrust Laws in connection therewith following reasonable advance notice from PubCo of the reasonably anticipated issuance of Earnout Shares).

Earnout. (a) Following the Closing, and as additional contingent consideration for the Mergers and the other Transactions, within ten five (105) Business Days after the occurrence of an Earnout a Milestone Event, PubCo Parent shall issue or cause to be issued to each Participating Securityholder such shareholders Participating Securityholder’s Earnout Pro Rata Share of the Company (the “Aggregate Earnout Participants,” as listed on the Schedule I attached hereto) pro rata Shares issuable pursuant to Section 3.05 and in accordance with the following additional shares of PubCo Ordinary Shares schedule (which shall be equitably adjusted for share subdivisions, share consolidations, share dividends, 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 hereofsuch shares, the “Earnout Shares” as set forth on Schedule I”), upon ; provided that any such issuance of Earnout Shares will not be made to any Participating Securityholder for which a filing under the terms and subject to HSR Act is required in connection with the conditions set forth in this Agreement and issuance of Earnout Shares until the other Ancillary Agreementsapplicable waiting period under the HSR Act has expired or been terminated: (i) upon Upon the occurrence of Earnout Milestone Event I, a one-time issuance of 15,000,000 one-half (1/2) of the Aggregate Earnout Shares; and (ii) upon Upon the occurrence of Earnout Milestone Event II, a one-time issuance of 20,000,000 one-half (1/2) of the Aggregate Earnout Shares. (b) For the avoidance of doubt, (i) the Earnout Participants Participating Securityholders shall be entitled to receive the Earnout Shares upon the occurrence of each Milestone Event; provided that each Milestone Event shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout EventShares; and (ii) to the extent that any Milestone Event does not occur in accordance with the terms of this Agreement, any Earnout Shares that would otherwise be issued under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereof. (c) No Following the second (2nd) anniversary of the Closing Date, the Participating Securityholders shall have no further right to receive any Earnout Shares. (d) The Parent Common Stock price targets set forth in the definitions of Milestone Event I and Milestone Event II shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Parent Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Parent Common Stock occurring after the Closing. (e) Notwithstanding anything to the contrary set forth herein, to the extent that any portion of the Aggregate Earnout Shares would otherwise be issued to a holder of Company RSUs converted into Converted RSUs pursuant to Section 3.01(b)(iv) had such Company RSUs been vested as of immediately prior to the Closing (each such Converted RSU, an “Unvested Converted RSU”) or to a holder of Company Options converted into Converted Options pursuant to Section 3.01(b)(viii) had such Company Options been vested as of immediately prior to the Closing (each such Converted Option, an “Unvested Converted Option”), then, in lieu of issuing the Earnout Pro Rata Share of the Aggregate Earnout Shares to such holder of Unvested Converted RSUs or Unvested Converted Options, Parent shall instead issue or cause to be issued, as soon as practicable following the later of (i) the occurrence of the applicable Milestone Event and (ii) Parent’s filing of a registration statement on Form S-8, (x) to such holder of Unvested Converted RSUs, an award of restricted stock units in respect of shares of Parent Common Stock issued under and pursuant to the Parent Equity Incentive Plan (each, an “Earnout RSU”) for a number of shares of Parent Common Stock equal to the Earnout Pro Rata Share of the Aggregate Earnout Shares issuable pursuant with respect to this Section 2.8such Unvested Converted RSUs and (y) to such holder of Unvested Converted Options, if any, shall be released to any Company Shareholder who is required to file notification an award of options in respect of shares of Parent Common Stock issued under and pursuant to the HSR Act or under any applicable antitrust or other competition Laws of any non-U.S. jurisdictions Parent Equity Incentive Plan (collectivelyeach, an “Foreign Antitrust LawsEarnout Option”) until for a number of shares of Parent Common Stock equal to the Earnout Pro Rata Share of the Aggregate Earnout Shares issuable with respect to such Unvested Converted Options. Such Earnout RSUs shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable waiting period Unvested Converted RSU and shall be subject to the same vesting conditions as applied to the applicable Unvested Converted RSU. Such Earnout Options shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Unvested Converted Option and shall be subject to the same vesting conditions as applied to the applicable Unvested Converted Option. All Earnout RSUs and all Earnout Options to be issued hereunder shall be issued under and pursuant to the HSR Act terms of the Parent Equity Incentive Plan and shall cover a number of shares in addition to, and will not otherwise reduce or Foreign Antitrust Laws has expired or been terminated (provideddecrease, that any such Company Shareholder has notified PubCo of such required filing the share reserve approved for all other awards under the Parent Equity Incentive Plan pursuant to Section 7.01. (f) (i) A holder of Converted RSUs shall only be granted Earnout RSUs if such holder remains in continuous service to Parent, the HSR Act Company or Foreign Antitrust Laws in connection therewith following reasonable advance notice one of their respective Subsidiaries from PubCo of the reasonably anticipated issuance of Earnout Shares)date the Company RSU to which the Converted RSU relates was granted through the date on which the applicable Milestone Event is achieved.

Earnout. (a) Following the Closing, and as additional contingent consideration for the Mergers and the other TransactionsMerger, within ten five (105) Business Days after the occurrence of an Earnout a Triggering Event, PubCo R▇▇▇ shall issue or cause to be issued to such shareholders of the Eligible Company Equityholders (the “in accordance with their Applicable Earnout Participants,” as listed on the Schedule I attached hereto) pro rata Share), the following additional number of shares of PubCo Ordinary Shares R▇▇▇ Common Stock (which number shall be equitably adjusted for share subdivisionsstock splits, share consolidationsreverse stock splits, share stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to PubCo Ordinary Shares R▇▇▇ Common Stock occurring on or after the Closing and prior to the date hereofof such payment, the “Earnout Shares” as set forth on Schedule I”), upon the terms and subject to the conditions set forth in this Agreement and the other Ancillary Agreements: (i) upon the occurrence of Earnout Triggering Event I, a one-time issuance of 15,000,000 500,000 Earnout Shares; and (ii) upon the occurrence of Earnout Triggering Event II, a one-time issuance of 20,000,000 500,000 Earnout Shares. (b) For the avoidance of doubt, the Earnout Participants 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 1,000,000 Earnout EventShares. (c) No 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 R▇▇▇ determines in good faith that any Eligible Company Equityholder is not an Accredited Investor, then R▇▇▇ may elect to satisfy such stockholder’s right to receive its Applicable Earnout Share of the Earnout Shares issuable pursuant by delivering to this Section 2.8, if any, such 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) No certificates or scrip or shares representing fractional shares of R▇▇▇ Common Stock shall be released 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 Company Shareholder who is required to file notification pursuant to the HSR Act rights of a stockholder of R▇▇▇ or under any applicable antitrust or other competition Laws a holder of shares of R▇▇▇ Common Stock. In lieu of any non-U.S. jurisdictions (collectively, “Foreign Antitrust Laws”) until fractional share of R▇▇▇ Common Stock to which any applicable waiting period pursuant to the HSR Act or Foreign Antitrust Laws has expired or been terminated (provided, that any such Eligible Company Shareholder has notified PubCo of such required filing pursuant to the HSR Act or Foreign Antitrust Laws Equityholder would otherwise be entitled in connection therewith following reasonable advance notice from PubCo of the reasonably anticipated issuance 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 made with respect to fractional shares eliminated by rounding. (e) 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 same. (f) All Earnout Shares to be issued and delivered in connection with this Section 3.03 to the Eligible Company Equityholders shall be, upon issuance and delivery of such Earnout Shares, duly authorized and validly issued and fully paid and non-assessable, free and clear of all Liens. Upon issuance and delivery of such Earnout Shares, R▇▇▇ shall enter into a registration rights agreement substantially in the form of the Registration Rights Agreement for the benefit of the Eligible Company Equityholders and covering all the Earnout Shares.

Earnout. (a) Following the Acquisition Closing, and as additional contingent consideration for the Mergers and Company interests acquired in connection with the other TransactionsAcquisition Merger, within ten (10) five Business Days after the occurrence of an Earnout a Triggering Event, PubCo the Surviving Corporation shall issue or cause to be issued to the Eligible Company Equityholders with respect to such shareholders of the Company (the “Earnout Participants,” as listed on the Schedule I attached hereto) pro rata Triggering Event the following additional shares of PubCo Ordinary Shares Surviving Corporation Common Stock (which shall be equitably adjusted for share subdivisionsstock splits, share consolidationsreverse stock splits, share stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to PubCo Ordinary Shares Surviving Corporation Common Stock occurring on or after the date hereof, Acquisition Closing) (the “Earnout Shares” ”) constituting the Per Share Earnout Consideration (which Earnout Shares, for the avoidance of doubt, shall be issued as set forth on Schedule Ishares 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), upon the terms and subject to the conditions set forth in this Agreement and the other Ancillary Agreements: (i) upon the occurrence of Earnout Triggering Event I, a one-time issuance of 15,000,000 10,000,000 Earnout Shares; and; (ii) upon the occurrence of Earnout Triggering Event II, a one-time issuance of 20,000,000 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 Earnout Participants 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 EventShares pursuant to this Section 3.03. (c) No If, during the Earnout Period, there is a Change of Control pursuant to which the 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 Surviving Corporation) of: (i) less than $12.50, then this Section 3.03 shall terminate and no Earnout Shares shall be 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 (B) thereafter, this Section 3.03 shall terminate and no further Earnout Shares shall be issuable hereunder; (iii) greater than or equal to $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 2.8, if any, 3.03(c) shall be released 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) 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 Shareholder who is required Equityholders to file notification 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 HSR Act 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 under any 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 antitrust 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 other competition Laws on the date on which a Change of any non-U.S. jurisdictions 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 (collectively, “Foreign Antitrust Laws”or Change of Control) until any applicable waiting period had it instead been issued pursuant to Section 3.03(a)-(c), and upon such lapse of forfeiture 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 Restricted Earnout Shares shall be treated as issued pursuant to Section 3.03(a)-(c) (as applicable). Restricted Earnout Shares also shall be subject to forfeiture and reallocation to the HSR Act or Foreign Antitrust Laws in connection therewith following reasonable advance notice from PubCo other holders of Restricted Earnout Shares to the extent the portion of the reasonably anticipated issuance Company Option, Company Restricted Stock or Company RSU Award to which it relates is not included as an Adjusted Company Outstanding Share with respect to the 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 Period shall automatically and without further action be forfeited, and the Eligible Company Equityholder shall have no further right, title or interest in such Restricted Earnout Share. The Restricted Earnout Shares shall be subject to adjustment in accordance with Section 3.03(a), and shall not be entitled to dividends paid with respect to the Surviving Corporation Common Stock during the Earnout Period. If a Restricted Earnout Share is forfeited due to the portion of the Company Option, Company Restricted Stock or Company RSU Award to which it relates failing to be included as an Adjusted Company Outstanding Share with 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 the number of Earnout Shares 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 30,000,000 Earnout Shares).

Earnout. (a) Following During the ClosingEarnout Period, and as additional contingent consideration for the Mergers Merger and the other Transactionstransactions contemplated hereby, promptly (but in any event within ten (10) Business Days Days) after the occurrence of an each Earnout Triggering Event, PubCo Acquiror shall issue or cause to be issued to such shareholders each Eligible Company Equityholder (in accordance with his, her or its respective Earnout Pro Rata Share) shares of the Company Domesticated Acquiror Common Stock (the “Earnout Participants,” Shares”), upon the terms and subject to the conditions set forth in this Agreement: (i) Upon the occurrence of Earnout Triggering Event I, a one-time issuance of an aggregate of 8,000,000 Earnout Shares; and (ii) Upon the occurrence of Earnout Triggering Event II, a one-time issuance of an aggregate of 6,666,667 Earnout Shares. (b) For the 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 receive more than an aggregate of 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) Notwithstanding anything in this Section 3.5 to the contrary, to the extent that any portion of the Earnout Shares that would otherwise be issuable to an Eligible Company Equityholder hereunder relates to an Acquiror Option or Acquiror RSU that was converted from a Company Option or Company RSU (as listed on the Schedule I attached heretocase may be) pro rata that is not yet exercisable or remains unvested, as applicable (an “Unvested Equity Award”), as of the date that the applicable Earnout 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 additional 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 PubCo Ordinary 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 subject to the same vesting conditions as applicable to such Unvested Equity Award. All Earnout RSUs issued hereunder shall be issued under and pursuant to the 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) 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 immediately terminate. (which e) If, during the Earnout Period, there is a Change of Control, 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), 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 definitions of Earnout 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 share subdivisionsstock splits, share consolidationsreverse stock splits, share stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to PubCo Ordinary Shares Domesticated Acquiror Common Stock occurring on or after the date hereof, Closing (other than the “Earnout Shares” as set forth on Schedule Iconversion of the Acquiror Ordinary Shares into Domesticated Acquiror Common Stock at the Closing), upon the terms and subject 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. (bh) For the avoidance of doubt, the No fractional Earnout Participants Shares shall be entitled to receive Earnout Shares upon the occurrence of each Earnout Event. (c) No Earnout Shares issuable issued pursuant to this Section 2.83.5. In lieu of any fractional Earnout Shares to which an Eligible Company Equityholder would otherwise be entitled, if any, such amount of shares shall be released to any Company Shareholder who is required to file notification pursuant rounded down to the HSR Act or under any applicable antitrust or other competition Laws of any non-U.S. jurisdictions (collectively, “Foreign Antitrust Laws”) until any applicable waiting period pursuant nearest whole share. No cash settlements shall be made with respect 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 following reasonable advance notice from PubCo of the reasonably anticipated issuance of Earnout Shares)fractional shares eliminated by rounding.

Earnout. (a) Following Subject to Section 1.12(c) below, following the Closing, and as additional contingent consideration for the Mergers Merger and the other Transactionstransactions contemplated hereby, within ten five (105) Business Days after the occurrence of an Earnout a Triggering Event, PubCo the Purchaser shall issue or cause to be issued to such shareholders each Participating Equityholder its respective Pro Rata Share of the Company (the “Earnout Participants,” as listed on the Schedule I attached hereto) pro rata the following additional aggregate number of shares of PubCo Ordinary Shares Purchaser Class A Common Stock set forth below (which aggregate amount shall be equitably adjusted for share subdivisionsstock splits, share consolidationsreverse stock splits, share stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to PubCo Ordinary Shares the Purchaser Class A Common Stock occurring on or after the date hereofClosing) (such shares, the “Earnout Shares” as set forth on Schedule I”), in each case upon the terms and subject to the conditions set forth in this Agreement and the other Ancillary AgreementsAgreement: (i) upon Upon the occurrence of Earnout Triggering Event I, a one-time issuance to all Participating Equityholders of 15,000,000 1,000,000 Earnout Shares; and; (ii) upon Upon the occurrence of Earnout Triggering Event II, a one-time issuance to all Participating Equityholders of 20,000,000 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) For the avoidance of doubt, subject to Section 1.12(c) below, the Earnout Participants 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 receive more than an aggregate of 3,000,000 Earnout EventShares. (c) No The Purchaser shall, in satisfaction of any obligation to issue Earnout Shares issuable to any Deemed Equity Holder under this Section 1.12, issue an equity award to the 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 applicable Triggering Event and (ii) the 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 Participating Equityholder’s Pro Rata Share of the Earnout Shares being issued. Each Earnout Equity Award shall be subject to the terms of the Stock Incentive Plan and shall be in the form (which may include, for the avoidance of doubt, an award of fully-vested stock), and may be subject to such 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) If, during the Earnout Period, there is a Change of Control pursuant to this Section 2.8which the Purchaser or its stockholders have the right to receive consideration implying a value per share of Purchaser Class A Common Stock (as determined in good faith by the Purchaser’s Board of Directors) equaling or exceeding the volume-weighted average closing sale price underlying one or more Triggering Events, if anythen, immediately prior to the consummation of such Change of Control, (i) to the extent the relevant Triggering Event has not previously occurred, such relevant Triggering Event shall be released deemed to have occurred and (ii) 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 Company Shareholder who liquidation, dissolution or winding up of the Purchaser is required to file notification pursuant 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 HSR Act appointment of a custodian, receiver or under trustee for all or substantial part of its assets or properties, then any applicable antitrust Earnout Shares that have not been previously issued by the Purchaser (whether or not previously earned) shall be deemed earned and due by the Purchaser to the 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 equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other competition Laws of any non-U.S. jurisdictions like change or transaction with respect to Purchaser Class A Common Stock occurring on or after the Closing (collectively, “Foreign Antitrust Laws”) until any applicable waiting period pursuant to other than 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 following reasonable advance notice from PubCo conversion of the reasonably anticipated issuance Purchaser Class B Common Stock into Purchaser Class A Common Stock at the Closing or the conversion of Earnout Sharesshares of Purchaser Class C Common Stock into shares of Purchaser Class A Common Stock after the Closing).

Earnout. (a) Following the Closing, and as additional contingent consideration for the Mergers and the other Transactions, promptly (but in any event within ten (10) Business Days Days) after the occurrence of an Earnout a Triggering Event, PubCo Acquiror shall issue or cause to be issued to such shareholders of the Company Earnout Equityholders (the “in accordance with their respective Earnout Participants,” as listed on the Schedule I attached heretoPro Rata Shares) pro rata the following additional shares of PubCo Ordinary Shares Domesticated Acquiror Common Stock, as applicable (which shall be equitably adjusted for share subdivisionson account of any subdivision, share consolidationsstock split, share dividendsreverse stock split, reorganizations, recapitalizations, reclassificationsstock dividend, combination, exchange reclassification or similar equity restructuring transaction or any changes in the Domesticated Acquiror Common Stock as a result of shares a merger, consolidation, reorganization, recapitalization, business combination or other like change or similar transaction with respect to PubCo Ordinary Shares occurring on or after the date hereofinvolving Acquiror) (as so adjusted, the “Company Earnout Shares” as set forth on Schedule I”), upon the terms and subject to the conditions set forth in this Agreement and the other Ancillary Agreementsagreements contemplated hereby: (i) upon the occurrence of Earnout Triggering Event I, a one-time aggregate issuance of 15,000,000 two million five hundred thousand (2,500,000) Company Earnout Shares; and; (ii) upon the occurrence of Earnout Triggering Event II, a one-time aggregate issuance of 20,000,000 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 Shares; (b) For the avoidance of doubt, the Earnout Participants Equityholders shall be entitled to receive Company 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 Earnout EventEquityholders 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) No Earnout Notwithstanding anything in this Agreement to the contrary, any Company Earn-Out Shares issuable pursuant to under this Section 2.8, if any, 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 released issued to any such Earnout Equityholder only if such Earnout 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 Company Shareholder who is required Earn-Out Shares to file notification become issuable. Any Company Earn-Out Shares that are forfeited pursuant to the HSR Act or under 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 shall take all actions required to increase the authorized number of Domesticated Acquiror Common Stock if at any applicable antitrust or other competition Laws 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 non-U.S. jurisdictions Triggering Event, and each Person who would otherwise be entitled to a fraction of a Company Earnout Share (collectively, “Foreign Antitrust Laws”after aggregating all fractional Company Earnout Shares that otherwise would be received by such holder in connection with the occurrence of such Triggering Event) until any applicable waiting period pursuant shall instead have the number of Company Earnout Shares issued to such Person rounded down to the HSR Act 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 Foreign Antitrust Laws has expired 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) equal to or been terminated 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 (provided, that a) any such Triggering Event that has not previously occurred shall be deemed to have occurred and (b) Acquiror shall issue the applicable Company Shareholder has notified PubCo Earnout Shares 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 filing pursuant to the HSR Act or Foreign Antitrust Laws in connection therewith 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 reasonable advance notice from PubCo completion of the reasonably anticipated issuance of Earnout Shares)Acquiror Sale.