Common use of Earn-Out Shares Clause in Contracts

Earn-Out Shares. At the Closing, TopCo shall issue, or cause to be issued, to the Company Shareholders, following the Conversion, 30,000,000 new unvested TopCo Ordinary Shares (the “Earn-Out Shares”). Prior to the Closing, TopCo, SPAC, the Company Shareholders and the Lenders shall enter into an earn-out agreement on a form to be mutally and reasonably agreed by the Parties (the “Earn-Out Agreement”). Pursuant to and in accordance with the Earn-Out Agreement, the Earn-Out Shares shall be issued at par and the aggregate nominal value of the Earn-Out Shares shall be charged against TopCo’s reserves as recognized for Dutch dividend withholding tax purposes. Upon their issuance, the Earn-Out Shares shall be subject to restrictions concerning the exercise of the voting rights attached thereto and the transfer thereof, as shall be set forth in the Earn-Out Agreement until the earlier of (a) their vesting, at which time they shall automatically become unrestricted TopCo Ordinary Shares, and (b) the fifth anniversary of the Closing Date, upon which any unvested Earn-Out Shares shall be deemed forfeited and must be transferred to or at the instruction of TopCo for no consideration. The Earn-Out Shares shall vest in equal one-sixth increments of the total number of Earn-Out Shares in each case upon the occurrence of the closing share price of TopCo on the primary stock exchange where the TopCo Ordinary Shares are listed being greater than $12.50, $15.00, $20.00, $25.00, $30.00 and $35.00, respectively, for a period, in each case, of more than 20 trading days out of 30 consecutive trading days after the Closing Date.

Earn-Out Shares. At On the Closingoccurrence of each Milestone (or part thereof as applicable), TopCo Acquiror shall issueissue to those Contributors, in accordance with their respective Pro Rata Percentage, on or cause to be issued, to before the Company Shareholders, 2nd Business Day following the Conversionrelevant Milestone Determination Date, 30,000,000 new unvested TopCo Ordinary such number of Class B Shares (in each case, “Earn-out Shares”) as shall be determined by dividing the Milestone Consideration (or where some, but not all, of the sub-Milestone’s in the relevant fiscal quarter are achieved, such lesser potion of the Milestone Consideration as is determined in accordance with Schedule II) by (10 multiplied by the Current Acquiror Topco Share Price); provided however that, in no instance shall Acquiror be required to issue Earn-out Shares if, as a result of such issuance, the aggregate number of Class B Shares issued pursuant to Section 2.1 (including for clarity any and all Earn-out Shares) would exceed 3,280,650 (the “Earn-Out Sharesout Share Maximum”). Prior to the Closing, TopCoin which case, SPACAcquiror shall, the Company Shareholders and the Lenders shall enter into an earnat its option, either (x) issue such lesser number of Earn-out agreement on a form Shares to be mutally Contributors and reasonably agreed by the Parties (the “Earn-Out Agreement”). Pursuant pay to and Contributors, in accordance with their respective Pro Rata Percentage, an amount in cash equal to the Earn-Out Agreement, the Earn-Out Shares shall be issued at par and the aggregate nominal value of the Earn-Out Shares shall be charged against TopCo’s reserves as recognized for Dutch dividend withholding tax purposes. Upon their issuance, in excess of the Earn-Out Shares shall be subject out Share Maximum that would have otherwise been issuable (determined with reference to restrictions concerning the exercise Current Acquiror Topco Share Price), or (y) take such further action, including (but not limited to) the calling of and solicitation of proxies to obtain the requisite shareholder vote in connection with a special meeting of the voting rights attached thereto and the transfer thereofshareholders of Acquiror and/or Acquiror Topco, as shall may be set forth in necessary or advisable pursuant to the Earn-Out Agreement until the earlier of (a) their vesting, at which time they shall automatically become unrestricted TopCo Ordinary Shares, rules and (b) the fifth anniversary regulations of the Closing DateNEO Exchange, upon which any unvested Earn-Out Shares shall be deemed forfeited and must be transferred to or at the instruction of TopCo for no consideration. The Earn-Out Shares shall vest in equal one-sixth increments provisions of the total governing documents of Acquiror and Acquiror Topco, and/or applicable Law, to seek approval to issue such number of Earn-Out out Shares in each case upon excess of the Earn-out Share Maximum; provided further, that if a particular Milestone has not been achieved on or prior to the end of the quarter immediately following the quarter in respect of which such Milestone is scheduled to be achieved pursuant to Schedule II, Acquiror’s obligation to issue Class B Shares on the occurrence of the closing share price of TopCo on applicable Milestone shall expire and the primary stock exchange where the TopCo Ordinary Shares are listed being greater than $12.50, $15.00, $20.00, $25.00, $30.00 and $35.00, respectively, for a period, in each case, of more than 20 trading days out of 30 consecutive trading days after the Closing DateContributors shall cease to have any rights with respect thereto.

Earn-Out Shares. At Notwithstanding the Closingamount of the Purchase Price, TopCo Shareholder shall issue, have no rights to or cause to be issued, to in the Company Shareholders, following the Conversion, 30,000,000 new unvested TopCo Ordinary Earn Out Shares (the “Earn-until such Earn Out Shares”). Prior to the Closing, TopCoif any, SPAC, the Company Shareholders and the Lenders shall enter into an earn-out agreement on a form to be mutally and reasonably agreed by the Parties (the “Earn-become "Vested Earn Out Agreement”). Pursuant to and in accordance with the Earn-Out Agreement, the Earn-Out Shares shall be issued at par and the aggregate nominal value of the Earn-Out Shares shall be charged against TopCo’s reserves Shares" as recognized for Dutch dividend withholding tax purposes. Upon their issuance, the Earn-Out Shares shall be subject to restrictions concerning the exercise of the voting rights attached thereto and the transfer thereof, as shall be set forth in the Earn-Out Agreement until the earlier of (a) their vesting, defined below at which time they Purchaser shall automatically become unrestricted TopCo Ordinary contribute such Vested Earn Out Shares to the Escrow Agent to be deposited in the Earn Out Shares Account (as defined in the Escrow Agreement) to be distributed as set in the Escrow Agreement; provided, however, Purchaser shall only be obligated to make such deposits of Vested Earn Out Shares, if any, with the Escrow Agent three business days prior to the nine month anniversary of the Closing Date and (b) on the fifth one year anniversary of the Closing Date. If any Earn Out Shares have not become Vested Earn Out Shares as of the one year anniversary of the Closing Date (the "UNVESTED EARN OUT SHARES"), upon which any unvested Earn-Purchaser's obligations with respect to and Shareholder's rights to the Unvested Earn Out Shares under this Agreement and the Escrow Agreement shall immediately terminate. Ten percent (10%) of the Earn Out Shares shall be deemed forfeited and must be transferred become vested ("VESTED EARN OUT SHARES ") for each three (3) additional artists set forth on EXHIBIT G (the "ARTISTS") with whom Fan Asylum executes agreements following the Closing Date but prior to the one year anniversary of the Closing Date in the form of agreement attached hereto as EXHIBIT I (the "ARTIST AGREEMENT") (or at such other form of agreement as approved by Purchaser's Board of Directors) (all of the instruction of TopCo for no consideration. The Earn-Earn Out Shares shall vest in equal one-sixth increments become Vested Earn Out Shares upon executing an Artist Agreement with thirty (30) of the total number Artists). In the event that the Artist Agreement is not finalized on the date of Earn-Out Shares this Agreement and is marked as a "draft", Fan Asylum and Purchaser shall negotiate the final form of the Artist Agreement in each case good faith based upon the occurrence of the closing share price of TopCo on the primary stock exchange where the TopCo Ordinary Shares are listed being greater than $12.50, $15.00, $20.00, $25.00, $30.00 and $35.00, respectively, for a period, in each case, of more than 20 trading days out of 30 consecutive trading days after the Closing Date.form attached hereto as EXHIBIT I.

Earn-Out Shares. At the Closing, TopCo The QS Shareholders shall issue, or cause also be eligible to be issued, receive (up to the Company Shareholders, following the Conversion, 30,000,000 new unvested TopCo Ordinary Shares an aggregate of 18,750 shares of HealthStream Common Stock) as additional consideration (the “Earn-Out Shares”). Prior to the Closing, TopCo, SPAC, the Company Shareholders and the Lenders shall enter into an earn-out agreement on a form to be mutally and reasonably agreed by the Parties i) one (the “Earn-Out Agreement”). Pursuant to and in accordance with the Earn-Out Agreement, the Earn-Out Shares shall be issued at par and the aggregate nominal value 1) share of the Earn-Out Shares shall be charged against TopCo’s reserves as HealthStream Common Stock for each sixteen dollars (US$16.00) of gross revenue recognized for Dutch dividend withholding tax purposes. Upon their issuance, the Earn-Out Shares shall be subject to restrictions concerning the exercise of the voting rights attached thereto and the transfer thereof, as shall be set forth in the Earn-Out Agreement until the earlier of (a) their vesting, at which time they shall automatically become unrestricted TopCo Ordinary Shares, and (b) the fifth anniversary of the Closing Date, upon which any unvested Earn-Out Shares shall be deemed forfeited and must be transferred to or at the instruction of TopCo for no consideration. The Earn-Out Shares shall vest in equal one-sixth increments of the total number of Earn-Out Shares in each case upon the occurrence of the closing share price of TopCo on the primary stock exchange where the TopCo Ordinary Shares are listed being greater than $12.50, $15.00, $20.00, $25.00, $30.00 and $35.00, respectively, for a period, in each case, of more than 20 trading days out of 30 consecutive trading from existing QS customers within 180 days after the Closing Date; plus (ii) one (1) share of HealthStream Common Stock for each sixteen dollars (US$16.00) of gross revenue recognized by Merger Sub or HealthStream from QS branded products sold or licensed to any customer other than the entities listed in Exhibit B attached hereto within 180 days after the Closing Date; plus (iii) one (1) share of HealthStream Common Stock for each thirty-two dollars (US$32.00) of gross revenue recognized by Merger Sub or HealthStream from QS branded products sold or licensed to any of the entities listed in Exhibit B attached hereto within 180 days after the Closing Date (collectively, the "Earn Out Shares"). The Earn Out Shares shall constitute a portion of the Merger Consideration for all purposes and have been calculated (along with the Consideration Shares and the Cash Consideration) to provide the QS Shareholders with the agreed upon value of the QS Common Stock. The Earn Out Shares shall be allocated among the QS Shareholders in the same proportion as the Consideration Shares. On or before the day that is 210 days after the Closing Date, HealthStream will prepare and deliver to the QS Shareholders a statement of the revenue recognized by HealthStream and Merger Sub according to (i) through (iii) above during the 180 day period following the Closing Date, prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied, provided that gross revenue recognized from the licensing of QS branded CD-ROMs shall be recognized upon receipt of a purchase order by Merger Sub or HealthStream from a customer. The Earn Out Shares, if any, due based on such revenue in accordance with this Section 3.2 shall be placed in the Escrow Fund as described in Section 3.3 herein.

Earn-Out Shares. At The Parties agree that if during the Closingperiod from the Closing Date to April 30, TopCo shall issue2021 (the “Determination Period”), the Inferno Platform has generated Bookings which have resulted in or cause will result in gross revenues to be issuedJolokia in a target amount set out in Schedule “B-2” hereto, to then NexTech will issue the Company Shareholders, following Jolokia Shareholders the Conversion, 30,000,000 new unvested TopCo Ordinary corresponding aggregate amount of Shares in accordance with Schedule “B-2” (the “Earn-Out Shares”). Prior to ) within ten (10) Business Days of the Closingend of the Determination Period, TopCo, SPAC, subject to: (a) each Jolokia Shareholder delivering a duly and accurately completed U.S. Investor Representation certificate (dated effective as at the Company Shareholders and the Lenders shall enter into an earn-out agreement on a form to be mutally and reasonably agreed by the Parties (the “issuance date of any Earn-Out Agreement”). Pursuant Shares) in the form attached as Schedule “C” or in such other form requested by NexTech in order to and in accordance with determine the availability of a registration exemption for the issuance of such Earn-Out AgreementShares; and (b) NexTech’s set-off right set out in Section 8.3 herein . For greater certainty, NexTech will issue the Earn-Out Shares shall be issued at par and to the aggregate nominal value of Jolokia Shareholders on a pro-rata basis based on the Earn-Out Shares shall be charged against TopCo’s reserves as recognized for Dutch dividend withholding tax purposes. Upon their issuance, the Earn-Out Shares shall be subject to restrictions concerning the exercise of the voting rights attached thereto and the transfer thereof, as shall be Share Ownership Percentages set forth out in the Earn-Out Agreement until the earlier of (a) their vesting, at which time they shall automatically become unrestricted TopCo Ordinary Shares, and (b) the fifth anniversary of the Closing Date, upon which any unvested Earn-Out Shares shall be deemed forfeited and must be transferred to or at the instruction of TopCo for no considerationSchedule “B-1” hereto. The Earn-Out Shares shall vest in equal one-sixth increments of the total number of Earn-Out Shares in each case upon issuable will be calculated by dividing the occurrence aggregate value of Earn Out Shares issuable to the closing share Jolokia Shareholders by the volume-weighted average price (the “VWAP”) of TopCo NexTech Shares on the primary CSE (or such other stock exchange where the TopCo Ordinary majority of the trading volume occurs) for the twenty (20) trading days prior to the end of the Determination Period, subject to the policies of the CSE. For illustration purposes only, if the VWAP is calculated to be US$1.00 and the Inferno Platform has produced US$1,000,000 in Bookings during the Determination Period (and no set-off amount is subtracted pursuant to Section 8.3 herein), then $1,500,000 worth of Earn-Out Shares are listed being issuable to the Jolokia Shareholders as follows: US$1,500,000/US$1.00 = 1,500,000 Earn Out Shares Notwithstanding anything contained herein, no Earn-Out Shares will be issued prior to April 30, 2021 and there is no obligation on NexTech to issue the Earn-Out Shares to the Jolokia Shareholders unless the Inferno Platform has in the aggregate generated Bookings which have resulted in or will result in a gross revenue amount set out in Schedule “B-2” hereto during the Determination Period. For greater than $12.50certainty, $15.00if a Booking was made during the Determination Period and then also cancelled during the Determination Period or prior to the issuance of the Earn-Out Shares, $20.00such Booking will not count towards determining whether a target amount in Schedule “B-2” has been met. The Parties agree and acknowledge that all Earn-Out Shares will be subject to the resale restrictions set out in Section 5.3, $25.00, $30.00 5.4 and $35.00, respectively, for a period, in each case, of more than 20 trading days out of 30 consecutive trading days after the Closing Date5.5 herein.

Earn-Out Shares. At the Closing, TopCo (a) Parent shall issue, or cause to be issued, issue to the holders of Company ShareholdersParties Outstanding Shares as of immediately prior to the Effective Time, following in accordance with their Pro Rata Share, 10,000,000 newly issued shares of New Parent Class A Common Stock, such that the ConversionHyperfine Earn-Out Shares shall be issued to the holders of Hyperfine Outstanding Shares as of immediately prior to the Effective Time, 30,000,000 new unvested TopCo Ordinary in accordance with their Pro Rata Share, and the Liminal Earn-Out Shares shall be issued to the holders of Liminal Outstanding Shares as of immediately prior to the Effective Time, in accordance with their Pro Rata Share (all such New Parent Class A Common Stock, together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, and any additional shares issued in lieu of fractional shares pursuant hereto, the “Earn-Out Shares”). Prior to , if at any time during the Closing, TopCo, SPAC, period between the Company Shareholders Closing Date and the Lenders shall enter into an earn-out agreement on a form to be mutally and reasonably agreed by third anniversary of the Parties Closing Date (such period, the “Earn-Out AgreementPeriod”) the last reported sale price of the New Parent Class A Common Stock is greater than or equal to $15.00 (the “Threshold Price”) for any 20 Trading Days within any 30 consecutive Trading Day period (the “Trigger Event”). Pursuant to and in accordance with In the event of the satisfaction of the Trigger Event during the Earn-Out AgreementPeriod, as soon as practicable (but in any event within five Business Days) after such satisfaction, Parent shall issue such Earn-Out Shares to the holders entitled thereto as a result thereof (for the avoidance of doubt, for all purposes hereunder, such holders shall be deemed entitled to such Earn-Out Shares as of the date of satisfaction of the Trigger Event, notwithstanding the issuance of such Earn-Out Shares following such date of satisfaction). Notwithstanding the forgoing, to the extent any holder of Company Party Options or Company Party RSUs is entitled to Earn-Out Shares pursuant to this Section 2.9, such Earn-Out Shares shall only be issued to such holder, if at all, on the later of (i) the date the Earn-Out Shares shall are issued to the holders entitled thereto pursuant to the preceding sentence and (ii) the vesting of such Company Party RSUs or Company Party Options in accordance with its terms (whether or not such Company Party Option is exercised). For the avoidance of doubt, in the event a Company Party RSU or Company Party Option is forfeited without vesting or, in the case of an Option, is terminated by its terms before the Trigger Event, such Company Party RSU and Company Party Option will not be issued at par and the aggregate nominal value of the entitled to Earn-Out Shares shall be charged against TopCo’s reserves as recognized for Dutch dividend withholding tax purposes. Upon their issuance, the Earn-Out Shares shall be subject pursuant to restrictions concerning the exercise of the voting rights attached thereto and the transfer thereof, as shall be set forth in the Earn-Out Agreement until the earlier of (a) their vesting, at which time they shall automatically become unrestricted TopCo Ordinary Shares, and (b) the fifth anniversary of the Closing Date, upon which any unvested Earn-Out Shares shall be deemed forfeited and must be transferred to or at the instruction of TopCo for no consideration. The Earn-Out Shares shall vest in equal one-sixth increments of the total number of Earn-Out Shares in each case upon the occurrence of the closing share price of TopCo on the primary stock exchange where the TopCo Ordinary Shares are listed being greater than $12.50, $15.00, $20.00, $25.00, $30.00 and $35.00, respectively, for a period, in each case, of more than 20 trading days out of 30 consecutive trading days after the Closing Datethis Section 2.9.