Common use of Earn-Out Clause in Contracts

Earn-Out. (a) Subject to the terms and conditions of this Section 2.6, the Earn Out Units shall be issuable to the Company Equity Holders in accordance with the terms of Section 2.2 as follows (any such issuable Earn Out Units, “Earned Earn Out Units”): (i) if at any time during the twelve (12) months following the Closing the VWAP of the Surviving Pubco Class A Shares is greater than or equal to $12.50 over any twenty (20) Trading Days within any thirty- (30-) Trading Day period, 50% of the Earn Out Units; and (ii) if at any time during the twenty-four (24) months following the Closing the VWAP of the Surviving Pubco Class A Shares is greater than or equal to $14.00 over any 20 Trading Days within any 30-Trading Day period, 100% of the Earn Out Units. Notwithstanding anything to the contrary set forth in this Agreement, the number of Earn Out Units to be issued pursuant to this Section 2.6 shall be limited such that in no event shall the Company Equity Holders receive more than 100% of the Earn Out Units. The Surviving Pubco Class A Share price targets in clauses (i) and (ii) shall be equitably adjusted for stock splits, stock dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Surviving Pubco Class A Shares after the date of this Agreement (other than in respect of issuances of Surviving Pubco Class A Shares in connection with (i) any Additional Equity Financing or (ii) the issuance of the Equity Consideration (including the Estimated Equity Consideration)). (b) In the event of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii), as soon as practicable (but in any event within five (5) Business Days) after such satisfaction, the Surviving Pubco will deliver to the Company Securityholder Representative a written statement (each, a “Stock Price Earn-Out Statement”) that sets forth (i) the VWAP over the applicable 20-Trading Day period and (ii) the calculation of the amount of Earned Earn Out Units in connection therewith. Any Earned Earn Out Units issuable as a result of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii) shall be issued to the Company Equity Holders in accordance with Section 2.2 and the Earn Out Payout Schedule within five (5) Business Days after such satisfaction. (c) Following the Closing, including during the twenty-four (24) months following the Closing, the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be entitled to operate their respective businesses based upon the business requirements of the Surviving Pubco and its Subsidiaries. Each of the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be permitted following the Closing, including during the twenty-four (24) months following the Closing, to make changes in its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions that may have an impact on the Earn Out Units becoming Earned Earn Out Units, and none of the Company Equity Holders (nor the Company Securityholder Representative on their behalf) will have any right to claim the loss of all or any portion of an Earn Out Units or other damages as a result of such decisions so long as such changes are not made with the primary intent to reduce the amount of any Earn Out Units that would otherwise be deliverable to Company Equity Holders. (d) In the event that there is a Company Sale after the Closing and prior to the date that is twenty-four (24) months following the Closing Date, 100% of the Earn Out Units (to the extent not already issued pursuant to the terms of Section 2.2 and this Section 2.6) shall be deemed earned and issuable to the Company Equity Holders, notwithstanding the non-satisfaction of any of the applicable thresholds set forth in Section 2.6(a). (e) For purposes hereof, a “Company Sale” means the occurrence of any of the following events, in each case solely in the event that the implied per share consideration received by the shareholders of the Surviving Pubco in any such Company Sale is greater than the Per Share Price:

Earn-Out. (a) Subject At the Closing, in addition to the terms consideration to be received pursuant to Section 3.02 and conditions as part of this Section 2.6, the Earn Out Units shall be issuable overall consideration payable to the holders of Company Equity Holders in accordance Common Stock and holders of Company Vested In-the-Money Options pursuant to this Agreement, Holdco shall place the Earn-Out Shares into escrow with the terms of Section 2.2 as follows (any such issuable Earn Out UnitsEscrow Agent pursuant to the Escrow Agreement. If, “Earned Earn Out Units”): (i) if at any time during the twelve (12) months following period beginning on the Closing Date and expiring at the close of business on the second anniversary of the Closing Date (the “Earn-Out Period”), the VWAP of the Surviving Pubco Class A Shares is Holdco Common Stock shall be equal to or greater than or equal to $12.50 over for any twenty (20) Trading Days within any thirty- a period of thirty (30-30) consecutive Trading Day periodDays (the “Earn-Out Trigger”), 50% then within ten (10) Business Days following the achievement of the Earn Earn-Out Units; and (ii) if at any time during Trigger, Holdco shall instruct the twentyEscrow Agent to deliver the Earn-four (24) months following the Closing the VWAP of the Surviving Pubco Class A Out Shares is greater than or equal to $14.00 over any 20 Trading Days within any 30-Trading Day period, 100% of the Earn Out Units. Notwithstanding anything to the contrary set forth holders of Company Common Stock and holders of Company Vested In-the-Money Options, in this Agreement, each case in accordance with the number of Earn Out Units to be issued pursuant to this Section 2.6 shall be limited such that in no event shall the Company Equity Holders receive more than 100% of the Earn Out Units. The Surviving Pubco Class A Share price targets in clauses (i) and (ii) shall be equitably adjusted for stock splits, stock dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Surviving Pubco Class A Shares after the date of this Agreement (other than in respect of issuances of Surviving Pubco Class A Shares in connection with (i) any Additional Equity Financing or (ii) the issuance of the Equity Consideration (including the Estimated Equity Consideration))Payment Spreadsheet. (b) In If a Change of Control occurs during the event of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii), as soon as practicable (but in any event within five (5) Business Days) after such satisfaction, the Surviving Pubco will deliver to the Company Securityholder Representative a written statement (each, a “Stock Price Earn-Out Statement”) Period that sets forth results in the holders of shares of Holdco Common Stock receiving consideration equal to or in excess of $12.50 per share, then, immediately prior to the consummation of such Change of Control, (i) the VWAP over Earn-Out Trigger, to the applicable 20-Trading Day period extent that it has not been previously satisfied, shall be deemed to be satisfied, and (ii) Holdco shall promptly instruct the calculation of Escrow Agent to deliver the amount of Earned Earn Earn-Out Units in connection therewith. Any Earned Earn Out Units issuable as a result of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii) shall be issued Shares to the holders of Company Equity Holders Common Stock and holders of Company Vested In-the-Money Options, in each case in accordance with Section 2.2 and the Earn Out Payout Schedule within five (5) Business Days after such satisfactionPayment Spreadsheet. (c) Following If the Closing, including Earn-Out Trigger shall not be achieved during the twentyEarn-four (24) months following Out Period, then, upon expiration of the ClosingEarn-Out Period, the Surviving Pubco obligations in this Section 3.04 shall terminate and its Subsidiaries, including no longer apply and Holdco shall instruct the Acquired Companies, will be entitled Escrow Agent to operate their respective businesses based upon deliver the business requirements of the Surviving Pubco and its Subsidiaries. Each of the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be permitted following the Closing, including during the twentyEarn-four (24) months following the Closing, Out Shares to make changes in its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions that may have an impact on the Earn Out Units becoming Earned Earn Out Units, and none of the Company Equity Holders (nor the Company Securityholder Representative on their behalf) will have any right to claim the loss of all or any portion of an Earn Out Units or other damages as a result of such decisions so long as such changes are not made with the primary intent to reduce the amount of any Earn Out Units that would otherwise be deliverable to Company Equity HoldersHoldco for cancellation. (d) In The Earn-Out Shares and the event that there is a Company Sale Earn-Out Trigger shall be adjusted, and additional shares of Holdco Common Stock shall be delivered to the Escrow Agent as necessary, to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Holdco Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Holdco Common Stock, occurring on or after the Closing date hereof and prior to the date that is twentytime any such Earn-four (24) months following the Closing Date, 100% of the Earn Out Units (Shares are delivered to the extent not already issued pursuant to the terms holders of Section 2.2 Company Common Stock and this Section 2.6) shall be deemed earned and issuable to the Company Equity Holders, notwithstanding the nonVested In-satisfaction of any of the applicable thresholds set forth in Section 2.6(a)the-Money Options. (e) For purposes hereof, a “Company Sale” means the occurrence of any of the following events, in each case solely in the event that the implied per share consideration received by the shareholders of the Surviving Pubco in any such Company Sale is greater than the Per Share Price:

Earn-Out. (a) Subject to As additional consideration for the terms and conditions of this Section 2.6Contemplated Transactions, Parent shall deposit with the Earn Out Units shall be issuable to the Company Equity Holders Exchange Agent for distribution in accordance with the terms Allocation Certificate, certificates or evidence of Section 2.2 as follows book-entry shares representing Parent Common Stock and cash sufficient to make payments in lieu of fractional shares in the following amounts (any such issuable Earn the “Earn-Out Units, “Earned Earn Out UnitsShares”): (i) if at any time during If the twelve (12) months following the Closing the VWAP Audited Net Revenues of the Surviving Pubco Class A Shares is Company Business for the fiscal year ending December 31, 2023 (“Company 2023 Net Revenues”) are greater than or equal to $12.50 over any twenty 18,300,000 and less than $20,000,000, an amount of Parent Common Stock equal to one percent (201%) Trading Days within any thirty- (30-) Trading Day period, 50% of the Earn Parent Outstanding Shares as of immediately prior to the Earn-Out Units; andDate; (ii) if at any time during the twenty-four (24) months following the Closing the VWAP of the Surviving Pubco Class A Shares is If Company 2023 Net Revenues are greater than or equal to $14.00 over any 20 Trading Days within any 30-Trading Day period20,000,000 and less than $23,300,000, 100% an amount of Parent Common Stock equal to two percent (2%) of the Earn Out Units. Notwithstanding anything Parent Outstanding Shares as of immediately prior to the contrary set forth in this AgreementEarn-Out Date; or (iii) If Company 2023 Net Revenues are greater than or equal to $23,300,000, an amount of Parent Common Stock equal to five percent (5%) of the number Parent Outstanding Shares as of Earn immediately prior to the Earn-Out Units to Date. For the avoidance of doubt, (A) if Company 2023 Net Revenues are less than $18,300,000, no Earn-Out Shares shall be issued pursuant by Parent, (B) if Company 2023 Net Revenues are greater than or equal to this Section 2.6 shall $18,300,000, no more than one issuance of Earn-Out Shares will be limited such that made, and (C) in no event shall the Company Equity Holders receive more than 100% will Parent issue Earn-Out Shares in excess of five percent (5%) of the Earn Out Units. The Surviving Pubco Class A Share price targets in clauses (i) and (ii) shall be equitably adjusted for stock splits, stock dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Surviving Pubco Class A Shares after the date of this Agreement (other than in respect of issuances of Surviving Pubco Class A Parent Outstanding Shares in connection with (i) any Additional Equity Financing or (ii) the issuance of aggregate immediately prior to the Equity Consideration (including the Estimated Equity Consideration))Earn-Out Date. (b) In Subject to any blackout windows or other applicable restrictions in accordance with state and federal securities Law and the event rules and regulations of Nasdaq, Parent shall deposit the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii), as soon as practicable (but in any event within five (5) Business Days) after such satisfaction, the Surviving Pubco will deliver to the Company Securityholder Representative a written statement (each, a “Stock Price Earn-Out StatementShares with the Exchange Agent on the fifth (5th) trading day following the filing of Parent’s 2023 Form 10-K with the SEC (the “Earn-Out Date”) that sets forth (i) ). The Exchange Agent shall then distribute the VWAP over the applicable 20Earn-Trading Day period and (ii) the calculation of the amount of Earned Earn Out Units in connection therewith. Any Earned Earn Out Units issuable as a result of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii) shall be issued Shares to the holders of Company Equity Holders Common Stock in accordance with the Allocation Certificate, Section 2.2 1.8 and the Earn Out Payout Schedule within five (5) Business Days after such satisfactionSection 1.10, mutatis mutandis. (c) Following The Parties intend for any issuance of Earn-Out Shares pursuant to Section 1.9(a) (excluding any issuance that is properly treated as compensation for applicable Tax purposes, and excluding any amounts properly characterized as interest for applicable tax purposes) to be treated as an adjustment to the ClosingMerger Consideration by the Parties that is eligible for treatment as qualifying property that may be received without the recognition of gain in connection with the Mergers for U.S. federal income Tax purposes, including and the Parties agree to prepare and file all Tax Returns consistent with such treatment and will not take any inconsistent position on any Tax Return, during the twenty-four (24course of any audit, litigation or other proceeding with respect to Taxes or otherwise, except as otherwise required by a change in applicable Law after the Effective Date or as required by a determination within the meaning of Section 1313(a) months following the Closing, the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be entitled to operate their respective businesses based upon the business requirements of the Surviving Pubco Code, and its Subsidiaries. Each any such issuance of Earn-Out Shares is intended to comply with, and (without modifying any of the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be permitted following the Closing, including during the twenty-four (24) months following the Closing, to make changes in its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions that may have an impact on the Earn Out Units becoming Earned Earn Out Units, and none of the Company Equity Holders (nor the Company Securityholder Representative on their behalf) will have any right to claim the loss of all or any portion of an Earn Out Units or other damages as a result of such decisions so long as such changes are not made with the primary intent to reduce the amount of any Earn Out Units that would otherwise be deliverable to Company Equity Holders. (d) In the event that there is a Company Sale after the Closing and prior to the date that is twenty-four (24) months following the Closing Date, 100% of the Earn Out Units (to the extent not already issued pursuant to the express terms of Section 2.2 and this Section 2.6hereof) shall be deemed earned and issuable to the Company Equity Holderseffected in accordance with, notwithstanding the nonRev. Proc. 84-satisfaction of any of the applicable thresholds set forth in Section 2.6(a)42, 1984-1 C.B. 521. (e) For purposes hereof, a “Company Sale” means the occurrence of any of the following events, in each case solely in the event that the implied per share consideration received by the shareholders of the Surviving Pubco in any such Company Sale is greater than the Per Share Price:

Earn-Out. (a) Subject Following the Closing, in addition to the terms consideration to be received pursuant to Section 3.02 and conditions Section 3.04 and as part of this Section 2.6the overall Aggregate Transaction Consideration, the Earn Out Units shall be issuable to the Company Equity Holders in accordance with the terms of Section 2.2 as follows (any such issuable Earn Out Unitsif, “Earned Earn Out Units”): (i) if at any time during the twelve (12) months period following the Closing and expiring on the third anniversary of the Closing Date, (i) the VWAP of the Surviving Pubco Class A Shares is New Parent Common Stock shall be greater than or equal to $12.50 over 14.00 for any twenty (20) Trading Days within any thirty- a period of thirty (30-30) Trading Day period, 50% of the Earn Out Units; and (ii) if at any time during the twenty-four (24) months following the Closing the VWAP of the Surviving Pubco Class A Shares is greater than or equal to $14.00 over any 20 consecutive Trading Days within any 30-Trading Day period, 100% of the Earn Out Units. Notwithstanding anything to the contrary set forth in this Agreement, the number of Earn Out Units to be issued pursuant to this Section 2.6 shall be limited such that in no event shall the Company Equity Holders receive more than 100% of the Earn Out Units. The Surviving Pubco Class A Share price targets in clauses (i) and (ii) shall be equitably adjusted for stock splits, stock dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Surviving Pubco Class A Shares after the date of this Agreement (other than in respect of issuances of Surviving Pubco Class A Shares in connection with (i) any Additional Equity Financing or (ii) Parent completes a liquidation, merger, stock exchange, reorganization or similar transaction that results in all Parent Stockholders having the right to exchange their shares of New Parent Common Stock for cash, securities or other property pursuant to which the valuation of such shares of New Parent Common Stock equals or exceeds $14.00 per share (the “Earn-Out Target”), then within ten (10) Business Days following the achievement of the Earn-Out Target, Parent shall pay or issue, as applicable, to the Blocker Member, each Company Member and holder of an Exchanged Option or Exchanged Unit, in accordance with the Payment Spreadsheet an aggregate amount equal to $95,000,000, which such Earn-Out Consideration shall be paid, at the sole and absolute discretion of Parent Board, in the form of (1) the issuance to the Blocker Member and each such Company Member or holder of an Exchanged Option or Exchanged Unit of validly issued, fully-paid and nonassessable shares of New Parent Common Stock valued at $14.00 per share, (2) a payment in cash to the Blocker Member and each such Company Member or holder of an Exchanged Option or Exchanged Unit or (3) a combination of (1) and (2) (the “Earn-Out Consideration”); provided, however, that (x) no Earn-Out Consideration will be paid with respect to unvested Exchanged Options or Exchanged Units that expired or terminated prior to the date that Parent pays the Earn-Out Consideration to the Blocker Member and the Company Members and (y) with respect to outstanding Exchanged Options or Exchanged Units that are unvested as of the Equity date that Parent pays the Earn-Out Consideration to the Blocker Member and the Company Members, Parent shall pay the Earn-Out Consideration to the applicable holder of an Exchanged Option or Exchanged Unit within thirty (including 30) days following the Estimated Equity Considerationdate on which the unvested Exchanged Option or Exchanged Unit vests, subject to the holder’s continued employment or service with Parent or its Affiliates through such vesting date (provided that such payments must be made prior to the date that is five (5) years following the Closing Date and otherwise in accordance with Treasury Regulation §1.409A-3(i)(5)(iv)(A)). (b) In If the event of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii), as soon as practicable (but in any event within five (5) Business Days) after such satisfaction, the Surviving Pubco will deliver to the Company Securityholder Representative a written statement (each, a “Stock Price Earn-Out Statement”) that sets forth (i) the VWAP over the applicable 20-Trading Day period and (ii) the calculation of the amount of Earned Earn Out Units in connection therewith. Any Earned Earn Out Units issuable as a result of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii) Target shall not be issued to the Company Equity Holders in accordance with Section 2.2 and the Earn Out Payout Schedule within five (5) Business Days after such satisfaction. (c) Following the Closing, including during the twenty-four (24) months following the Closing, the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be entitled to operate their respective businesses based upon the business requirements of the Surviving Pubco and its Subsidiaries. Each of the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be permitted following the Closing, including during the twenty-four (24) months following the Closing, to make changes in its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions that may have an impact on the Earn Out Units becoming Earned Earn Out Units, and none of the Company Equity Holders (nor the Company Securityholder Representative on their behalf) will have any right to claim the loss of all or any portion of an Earn Out Units or other damages as a result of such decisions so long as such changes are not made with the primary intent to reduce the amount of any Earn Out Units that would otherwise be deliverable to Company Equity Holders. (d) In the event that there is a Company Sale reached after the Closing and prior to or as of the date that is twenty-four (24) months following third anniversary of the Closing Date, 100% of the Earn Out Units (to the extent not already issued pursuant to the terms of Section 2.2 and obligations in this Section 2.6) 3.06 shall be deemed earned terminate and issuable to the Company Equity Holders, notwithstanding the non-satisfaction of any of the applicable thresholds set forth in Section 2.6(a)no longer apply. (ec) For purposes hereof, a “Company Sale” means The Earn-Out Consideration and the occurrence Earn-Out Target shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into New Parent Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to New Parent Common Stock, occurring on or after the following events, in each case solely in date hereof and prior to the event that the implied per share consideration received by the shareholders of the Surviving Pubco in time any such Earn-Out Consideration is delivered to the Blocker Member, the Company Sale is greater than Members and the Per Share Price:holders of Exchanged Options or Exchanged Units, if any.

Earn-Out. (a) Subject to At the terms and conditions of this Section 2.6Effective Time, the Earn Out Units shall be issuable to the Company Equity Holders in accordance with the terms provisions of Section 2.2 as follows (any such issuable 2.2(a), Section 2.2(b) and the Allocation Schedule, STPC shall issue or cause to be issued to the Earn Out UnitsEscrow Agent (as defined below), 17,562,680 restricted STPC Common Shares which shall be subject to the vesting and forfeiture provisions provided for in this Section 2.6 and, in the case of such restricted STPC Common Shares issued with respect to Company Options or Company Warrants, the vesting and forfeiture conditions provided for in Section 2.2(b) (collectively, the “Earned Earn Out UnitsShares”):), such that: (i) if at any time during 8,781,340 of the twelve Earn Out Shares will vest upon the occurrence of Triggering Event I (12the “$14 Earn Out Shares”); and (ii) months following 8,781,340 of the Earn Out Shares will vest upon the occurrence of Triggering Event II (the “$16 Earn Out Shares”). For illustrative purposes, if, prior to the expiration of the Earn Out Period: (i) the Closing the VWAP Price of the Surviving Pubco Class A STPC Common Shares is greater than or equal to $12.50 14.00 over any twenty (20) Trading Days within any thirty- (30-) consecutive Trading Day period, 50% all of the $14 Earn Out Units; Shares shall vest upon such Triggering Event as determined in accordance with Section 2.6(e) and (ii) if at any time during the twenty-four (24) months following the Closing the VWAP Price of the Surviving Pubco Class A STPC Common Shares is greater than or equal to $14.00 16.00 over any 20 twenty (20) Trading Days within any 30-thirty- (30-) consecutive Trading Day period, 100% all of the $16 Earn Out Units. Notwithstanding anything to Shares shall vest upon such Triggering Event as determined in accordance with Section 2.6(e) and, if not already vested, all of the contrary set forth in this Agreement, the number of $14 Earn Out Units to be issued pursuant to this Section 2.6 Shares shall be limited such that in no event shall the Company Equity Holders receive more than 100% of the Earn Out Units. The Surviving Pubco Class A Share price targets in clauses (i) and (ii) shall be equitably adjusted for stock splits, stock dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Surviving Pubco Class A Shares after the date of this Agreement (other than in respect of issuances of Surviving Pubco Class A Shares in connection with (i) any Additional Equity Financing or (ii) the issuance of the Equity Consideration (including the Estimated Equity Consideration))also vest. (b) Upon receipt of the Earn Out Shares, an escrow agent (the “Earn Out Escrow Agent”) will place such Earn Out Shares in an escrow account (the “Earn Out Escrow Account”) established pursuant to an escrow agreement in the form attached hereto as Exhibit K, to be entered into at the Closing by STPC, the Holder Representative, the Sponsor and the Earn Out Escrow Agent (the “Earn Out Escrow Agreement”). (c) Subject to the limitations contemplated herein, each Earn Out Recipient shall have all of the rights of a stockholder with respect to the Earn Out Shares, including the right to receive dividends and to vote such shares; provided that the unvested Earn Out Shares shall not entitle the holder thereof to consideration in connection with any sale or other transaction (other than, for the avoidance of doubt, as part of a Company Sale) and may not be offered, sold, transferred, redeemed, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) by the Earn Out Recipients or be subject to execution, attachment or similar process without the consent of STPC, and shall bear a customary legend with respect to such transfer restrictions. The receipt of Earn Out Shares by the Earn Out Recipients is subject to the execution and delivery of a Lock-Up Agreement by each such holder on or prior to the Closing Date. In the event an Earn Out Recipient does not execute and deliver a Lock-Up Agreement, any Earn Out Shares that would otherwise be allocated to such holder shall be reallocated to the Earn Out Recipients that have executed and delivered a Lock-Up Agreement on a pro rata basis immediately prior to the Effective Time. Any attempt to sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of such unvested Earn Out Shares shall be null and void. Notwithstanding the foregoing, Earn Out Recipients who have executed a Lock-Up Agreement may transfer such Earn Out Recipient’s unvested Earn Out Shares solely to the extent such transfer would be a Permitted Transfer (as defined in such Earn Out Recipient’s Lock-Up Agreement), provided that the applicable permitted transferee and such transferred unvested Earn Out Shares shall otherwise be subject to the terms and conditions set forth in this Section 2.6. (d) If the applicable Triggering Event has not occurred prior to the expiration of the Earn Out Period, then all Earn Out Shares which would vest in connection with such Triggering Event shall be automatically forfeited and deemed transferred to STPC and shall be cancelled by STPC and cease to exist. For the avoidance of doubt, prior to such forfeiture, all Earn Out Shares shall be entitled to any dividends or distributions made to the holders of STPC Common Shares and shall be entitled to the voting rights generally granted to holders of STPC Common Shares. (e) In the event of the satisfaction occurrence of the threshold any Triggering Event set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii2.6(a), as soon as practicable (but in any event within five three (53) Business Days) after such satisfaction), the Surviving Pubco STPC will deliver to the Company Securityholder Holder Representative a written statement (each, a “Stock Price Earn-Earn Out Statement”) that sets forth (i) the VWAP Closing Price over the applicable 20-thirty- (30-) consecutive Trading Day period and (ii) the calculation of the amount of Earned Earn Out Units Shares in connection therewiththerewith and the Allocation Schedule, including any adjustments made pursuant to a stock split, stock dividend, reorganizations, recapitalizations and the like. Any Earned The Holder Representative may deliver written notice to STPC on or prior to the fifteenth (15th) day after receipt of a Stock Price Earn Out Units issuable Statement, either (x) accepting the Stock Price Earn Out Statement or (y) specifying in reasonable detail any items that they wish to dispute and the basis therefor. If the Holder Representative fails to deliver such written notice in such fifteen (15) day period, then the Earn Out Recipients will be deemed to have waived their right to contest such Stock Price Earn Out Statement and the calculations set forth therein, and such Stock Price Earn Out Statement and calculations set forth therein shall be deemed final and binding. If the Holder Representative provides STPC with written notice of any objections to the Stock Price Earn Out Statement in such fifteen (15) day period, then the Holder Representative and STPC will, for a period of fifteen (15) days following the date of delivery of such notice, attempt to resolve their differences and any written resolution by them as a result to any disputed amount will be final and binding for all purposes under this Agreement. If at the conclusion of such fifteen (15) day period the Holder Representative and STPC have not reached an agreement on any objections with respect to the Stock Price Earn Out Statement, then upon the written request of either STPC or the Holder Representative, the dispute shall be referred to an independent accountant of national standing as shall be mutually agreed upon in good faith by STPC and the Holder Representative for final resolution of the satisfaction dispute as promptly as practicable. Upon final determination of the threshold items set forth in the Stock Price Earn Out Statement as contemplated by this Section 2.6(a)(i) 2.6(e), the applicable Earn Out Shares shall be deemed to have vested upon such applicable Triggering Event in accordance with such Stock Price Earn Out Statement. Promptly thereafter, STPC shall prepare and deliver or cause to be prepared and delivered, in consultation with the threshold Sponsor and the Holder Representative, a mutually agreeable written notice to the Earn Out Escrow Agent (a “Release Notice”), which Release Notice shall set forth in Section 2.6(a)(iireasonable detail, the Triggering Event giving rise to the requested release and the specific release instructions with respect thereto (including the number of Earn Out Shares to be released and the identity of the person to whom such Earn Out Shares should be released). In the event STPC fails to deliver the Stock Price Earn Out Statement within the three (3) Business Day period described above, the Holder Representative shall be issued entitled to deliver the Company Equity Holders in accordance with Section 2.2 Stock Price Earn Out Statement, and any disputes and the Earn Out Payout Schedule within five (5resolution process set forth in this Section 2.6(e) Business Days after shall, in such satisfactioncircumstances, apply mutatis mutandis. (c) Following the Closing, including during the twenty-four (24) months following the Closing, the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be entitled to operate their respective businesses based upon the business requirements of the Surviving Pubco and its Subsidiaries. Each of the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be permitted following the Closing, including during the twenty-four (24) months following the Closing, to make changes in its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions that may have an impact on the Earn Out Units becoming Earned Earn Out Units, and none of the Company Equity Holders (nor the Company Securityholder Representative on their behalf) will have any right to claim the loss of all or any portion of an Earn Out Units or other damages as a result of such decisions so long as such changes are not made with the primary intent to reduce the amount of any Earn Out Units that would otherwise be deliverable to Company Equity Holders. (df) In the event that there is a Company Sale after the Closing and prior to the date that is twenty-four (24) months following the Closing Date, 100% expiration of the Earn Out Units (to Period, if the extent not already issued pursuant to sale price per share or implied sale price per share based on the terms company sale price at the closing of Section 2.2 and this Section 2.6) shall be deemed earned and issuable to the Company Equity HoldersSale is at least $14 (with respect to Triggering Event I and the $14 Earn Out Shares) or $16 (with respect to Triggering Event II and the $16 Earn Out Shares), notwithstanding in each case, taking into account the non-satisfaction number of any of Earn Out Shares that would be vested as if the applicable thresholds STPC Common Shares had been trading at a Closing Price equal to such sale price per share or implied sale price per share in connection with such Company Sale, as applicable, for the requisite period set forth in Section 2.6(a). ) necessary to satisfy the applicable Triggering Event, then (eA) For purposes hereof, a “immediately prior to the consummation of the Company Sale” means , Triggering Event I or Triggering Event II (as applicable) that has not previously occurred shall be and the occurrence related vesting conditions in Section 2.6(e) also shall be deemed to have occurred, (B) such Earn Out Shares shall immediately vest and be released from the Earn Out Escrow Account, and distributed to each Earn Out Recipient entitled to such Earn Out Shares and (C) the holders of any of the following events, such Earn Out Shares shall be eligible to participate in each case solely in the event that the implied per share consideration received by the shareholders of the Surviving Pubco in any such Company Sale is greater than the Per Share Price:Sale.

Earn-Out. (a) Subject to At the terms and conditions of this Section 2.6First Effective Time, the Earn Out Units shall be issuable to the Company Equity Holders in accordance with the terms provisions of Section 2.2 as follows ‎Section 2.2(b) and the Allocation Schedule, 7GC shall issue or cause to be issued to each Pre-Closing Holder, such Pre-Closing Holder’s proportionate allocation (any based on such issuable Pre-Closing Holder’s Closing Merger Consideration) of 5,850,000 restricted 7GC New Class A Shares, which shall be subject to the vesting and forfeiture provisions provided for in this ‎Section 2.6 (collectively, the “Earn Out Units, “Earned Earn Out UnitsShares”): (i) if at any time during 1,950,000 of the twelve Earn Out Shares will vest upon the occurrence of Triggering Event I (12the “$12 Earn Out Shares”); (ii) months following 1,950,000 of the Earn Out Shares will vest upon the occurrence of Triggering Event II (the “$14 Earn Out Shares”); and (iii) 1,950,000 Earn Out Shares will vest upon the occurrence of Triggering Event III (the “$16 Earn Out Shares”). For illustrative purposes, if, prior to the expiry of the Earn Out Period: (i) the Closing the VWAP Price of the Surviving Pubco 7GC New Class A Shares is greater than or equal to $12.50 12.00 over any twenty (20) Trading Days within any thirty- (30-) consecutive Trading Day period, 50% all of the $12 Earn Out Units; andShares shall automatically vest; (ii) if at any time during the twenty-four (24) months following the Closing the VWAP Price of the Surviving Pubco 7GC New Class A Shares is greater than or equal to $14.00 over any 20 twenty (20) Trading Days within any 30-thirty- (30-) consecutive Trading Day period, 100% all of the $14 Earn Out Units. Notwithstanding anything to Shares shall vest and, if not already vested, all of the contrary set forth in this Agreement, the number of $12 Earn Out Units to be issued pursuant to this Section 2.6 Shares shall be limited such that in no event shall vest; and (iii) the Company Equity Holders receive more than 100% Closing Price of the Earn Out Units. The Surviving Pubco Class A Share price targets in clauses (i) and (ii) shall be equitably adjusted for stock splits, stock dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Surviving Pubco 7GC New Class A Shares after the date of this Agreement is greater than or equal to $16.00 over any twenty (other than in respect of issuances of Surviving Pubco Class A Shares in connection with 20) Trading Days within any thirty- (i30-) any Additional Equity Financing or (ii) the issuance consecutive Trading Day period, all of the Equity Consideration (including $16 Earn Out Shares shall vest and, if not already vested, all of the Estimated Equity Consideration))$12 Earn Out Shares and $14 Earn Out Shares shall vest. (b) The Earn Out Shares shall be shown as issued and outstanding on the 7GC’s financial statements, and shall be legally outstanding under applicable state law as of the First Effective Time. Subject to the limitations contemplated herein, each Pre-Closing Holder shall have all of the rights of a stockholder with respect to the Earn Out Shares, including the right to receive dividends and to vote such shares; provided, other than pursuant to Section 2.6(f), that the Earn Out Shares shall not entitle the holder thereof to consideration in connection with any sale or other transaction and may not be offered, sold, transferred, redeemed, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) by any Pre-Closing Holder or be subject to execution, attachment or similar process without the consent of 7GC, and shall bear a customary legend with respect to such transfer restrictions. Any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of such Earn Out Shares shall be null and void. (c) Any Earn Out Shares distributed to individuals who held a vested Company Option as of immediately prior to the First Effective Time in accordance with this Agreement shall be granted to such individuals pursuant to the New Incentive Plan. (d) If the applicable Triggering Event has not occurred prior to the expiry of the Earn Out Period, then all Earn Out Shares which would vest in connection with such Triggering Event shall be automatically forfeited and deemed transferred to 7GC and shall be cancelled by 7GC and cease to exist. For the avoidance of doubt, prior to such forfeiture, all Earn Out Shares shall be entitled to any dividends or distributions made to the holders of 7GC New Class A Shares and shall be entitled to the voting rights generally granted to holders of 7GC New Class A Shares. (e) In the event of the satisfaction occurrence of the threshold any Triggering Event set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii‎Section 2.6(a), as soon as practicable (but in any event within five twenty (520) Business Days) after such satisfaction), the Surviving Pubco 7GC will deliver to the Sponsor and the Company Securityholder Representative (the “Earn Out Approval Parties”) a written statement (each, a “Stock Price Earn-Earn Out Statement”) that sets forth (i) the VWAP Closing Price over the applicable 20-Trading Day period and (ii) the calculation of the amount of Earned Earn Out Units Shares in connection therewiththerewith and the Allocation Schedule. Any Earned Earn Out Units issuable as a result Either or both of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii) shall be issued to the Company Equity Holders in accordance with Section 2.2 and the Earn Out Payout Schedule within five Approval Parties may deliver written notice to 7GC and the other Earn Out Approval Party on or prior to the fifteenth (515th) Business Days day after receipt of a Stock Price Earn Out Statement specifying in reasonable detail any items that they wish to dispute and the basis therefor. If neither of the Earn Out Approval Parties deliver such satisfactionwritten notice in such fifteen- (15-) day period, then the Earn Out Approval Parties and the Pre-Closing Holders will be deemed to have waived their right to contest such Stock Price Earn Out Statement and the calculations set forth therein. If either or both of the Earn Out Approval Parties provide 7GC and the other Earn Out Approval Party with written notice of any objections to the Stock Price Earn Out Statement in such fifteen (15) day period, then 7GC and each of the Earn Out Approval Parties will, for a period of twenty (20) days following the date of delivery of such notice, attempt to resolve their differences and any written resolution by signed by each of the Earn Out Approval Parties and 7GC as to any disputed amount will be final and binding for all purposes under this Agreement. If at the conclusion of such twenty (20) day period the Earn Out Approval Parties and 7GC have not reached an agreement on any objections with respect to the Stock Price Earn Out Statement, then upon the written request of any of 7GC or the Earn Out Approval Parties the parties will refer the dispute to an independent accountant of national standing as shall be mutually agreed upon in good faith by the Earn Out Approval Parties and 7GC for final resolution of the dispute as promptly as practicable. (c) Following the Closing, including during the twenty-four (24) months following the Closing, the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be entitled to operate their respective businesses based upon the business requirements of the Surviving Pubco and its Subsidiaries. Each of the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be permitted following the Closing, including during the twenty-four (24) months following the Closing, to make changes in its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions that may have an impact on the Earn Out Units becoming Earned Earn Out Units, and none of the Company Equity Holders (nor the Company Securityholder Representative on their behalf) will have any right to claim the loss of all or any portion of an Earn Out Units or other damages as a result of such decisions so long as such changes are not made with the primary intent to reduce the amount of any Earn Out Units that would otherwise be deliverable to Company Equity Holders. (df) In the event that there is a Company 7GC Sale after the Closing and prior to the date that is twenty-four (24) months following the Closing Date, 100% expiry of the Earn Out Units (Period that will result in the holders of 7GC New Class A Shares receiving a 7GC Sale Price equal to or in excess of the applicable price per share attributable to any Triggering Event, then immediately prior to the extent consummation of the 7GC Sale any such Triggering Event that has not already issued pursuant to previously occurred shall be and the terms of Section 2.2 and this Section 2.6related vesting conditions in ‎Section 2.6(e) also shall be deemed earned to have occurred and issuable the holders of such Earn Out Shares shall be eligible to participate in such 7GC Sale. For avoidance of doubt, assuming no prior Triggering Events have occurred: (i) if the Company Equity Holders, notwithstanding the non-satisfaction of any 7GC Sale Price for acquisition of the applicable thresholds set forth in Section 2.6(a7GC New Class A Shares is greater than or equal to $12.00 but less than $14.00 per 7GC New Class A Share, the $12 Earn Out Shares shall be deemed to have fully vested (and the $14 Earn Out Shares and $16 Earn Out Shares shall be deemed forfeited and shall be cancelled by 7GC); (ii) if the 7GC Sale Price for acquisition of the 7GC New Class A Shares is greater than or equal to $14.00 but less than $16.00 per 7GC New Class A Share, the $12 Earn Out Shares and the $14 Earn Out Shares shall be deemed to have vested (and the $16 Earn Out Shares shall be deemed forfeited and shall be cancelled by 7GC); (iii) if the 7GC Sale Price for acquisition of the 7GC New Class A Shares is greater than or equal to $16.00 per 7GC New Class A Share, the $12 Earn Out Shares, the $14 Earn Out Shares and the $16 Earn Out Shares shall be deemed to have fully vested; provided, that if the 7GC Sale Price for acquisition of the 7GC New Class A Shares is less than $12.00 per 7GC New Class A Share, then no Earn Out Shares shall be deemed to have vested and all such Earn Out Shares shall be deemed forfeited and shall be cancelled by 7GC. (eg) For purposes hereofFrom and after the Closing until the expiration of the Earn Out Period, a “Company Sale” means 7GC shall not, and shall not knowingly and intentionally cause any of its Subsidiaries (including the Group Companies) to, knowingly and intentionally take any actions with the express intent of, and the primary purpose of which is to, avoid the occurrence of any of the following events, in each case solely in the event that the implied per share consideration received by the shareholders of the Surviving Pubco in any such Company Sale is greater than the Per Share Price:Triggering Event.

Earn-Out. (a) Subject to and conditioned upon the terms and conditions occurrence of this Section 2.6the Closing, at the Second Merger Effective Time, TopCo shall issue the Earn Out Units shall be issuable Shares to the Company Equity Holders Shareholders in accordance with the terms of Allocation Schedule and Section 2.2 as follows (any such issuable Earn Out Units2.2, “Earned Earn Out Units”):which shall be unvested and shall be subject to the following transfer restrictions, vesting and buyback provisions: (i) if If, at any time during the twelve five (125) months years following the Closing (the “Vesting Period”), the TopCo Ordinary Share Price is at or above a VWAP of the Surviving Pubco Class A Shares is greater than or equal to $12.50 over 15.00 per share for any ten (10) trading days within any twenty (20) Trading Days within any thirty- (30-) Trading Day trading day period, 50% one-half (1/2) of the Earn Out Units; andShares shall immediately vest and no longer be subject to the Buyback and the transfer restrictions provided for in Section 2.6(b) and Section 2.6(c), respectively. (ii) if If, at any time during the twenty-four (24) months following Vesting Period, the Closing the TopCo Ordinary Share Price is at or above a VWAP of the Surviving Pubco Class A Shares is greater than or equal to $14.00 over 20.00 per share for any 20 Trading Days ten (10) trading days within any 30-Trading Day twenty (20) trading day period, 100% of the all remaining unvested Earn Out Units. Notwithstanding anything Shares shall immediately vest and no longer be subject to the contrary set forth Buyback and the transfer restrictions provided for in this Agreement, the number of Earn Out Units to be issued pursuant to this Section 2.6 shall be limited such that in no event shall the Company Equity Holders receive more than 100% of the Earn Out Units. The Surviving Pubco Class A Share price targets in clauses (i2.6(b) and (ii) shall be equitably adjusted for stock splitsSection 2.6(c), stock dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Surviving Pubco Class A Shares after the date of this Agreement (other than in respect of issuances of Surviving Pubco Class A Shares in connection with (i) any Additional Equity Financing or (ii) the issuance of the Equity Consideration (including the Estimated Equity Consideration))respectively. (b) In the event of the satisfaction of the threshold set forth The Earn Out Shares that do not vest in accordance with Section 2.6(a)(i) or the threshold set forth in and Section 2.6(a)(ii)) during the Vesting Period are transferred back to TopCo in accordance with TopCo’s governing documents in view of their cancellation for a consideration equal to their nominal value, payable on such date, and shall be cancelled as soon as practicable (but in by TopCo and without any event within five (5) Business Days) after such satisfactionencumbrance, third party right, further right, obligation or liability of any kind or nature on the Surviving Pubco will deliver to part of TopCo or any of the Company Securityholder Representative a written statement Shareholders (each, a the “Stock Price Earn-Out StatementBuyback”) that sets forth (i) the VWAP over the applicable 20-Trading Day period and (ii) the calculation of the amount of Earned Earn Out Units in connection therewith. Any Earned Earn Out Units issuable as a result of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii) shall be issued to the Company Equity Holders in accordance with Section 2.2 and the Earn Out Payout Schedule within five (5) Business Days after such satisfaction). (c) Following Subject to the Closinglimitations contemplated herein, including during each Company Shareholder issued Earn Out Shares upon the twenty-four (24) months following the Closing, the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will Closing shall be entitled to operate their respective businesses based upon the business requirements voting and dividend rights generally granted to holders of the Surviving Pubco and its Subsidiaries. Each of the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be permitted following the Closing, including during the twenty-four (24) months following the Closing, to make changes in its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions TopCo Ordinary Shares; provided that may have an impact on the Earn Out Units becoming Earned Shares shall not entitle the holder thereof to, without limiting Section 2.6(d), any consideration in connection with any sale or other transaction and may not be offered, sold, transferred, redeemed, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) by such Person or be subject to execution, attachment or similar process without the consent of TopCo, and shall bear a customary legend with respect to such transfer restrictions. Any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of such Earn Out UnitsShares shall be null and void; provided, that, notwithstanding the foregoing, transfers, assignments and none sales by the holders of the Company Equity Holders Earn Out Shares are permitted (nor i) in the Company Securityholder Representative on their behalfcase of an holder who is individual, by gift to a member of such holder’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an Affiliate of such person or to a charitable organization; (ii) will have any in the case of an holder who is individual, by virtue of laws of descent and distribution upon death of the individual; (iii) in the case of an holder who is individual, pursuant to a qualified domestic relations order; (iv) by virtue of the holder’s organizational documents upon the winding up and subsequent liquidation or dissolution of such holder; (v) to TopCo for a price not exceeding the nominal value of such Earn Out Shares; and (vi) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of TopCo shareholders having the right to claim the loss of all or any portion of an Earn Out Units exchange their TopCo Ordinary Shares for cash, securities or other damages as property subsequent to the completion of the transactions contemplated by this Agreement; provided, however, that in the case of clauses (i) through (iv) these permitted transferees must enter into a result of such decisions so long as such changes are not made with written agreement agreeing to be bound by the primary intent to reduce the amount of any Earn Out Units that would otherwise be deliverable to Company Equity Holdersrestrictions herein. (d) In the event that there is a Company Sale after the Closing and prior during the Vesting Period that will result in the holders of TopCo Ordinary Shares receiving a Company Sale Price equal to the date that is twenty-four (24) months following the Closing Date, 100% of the Earn Out Units (to the extent not already issued pursuant to the terms of Section 2.2 and this Section 2.6) shall be deemed earned and issuable to the Company Equity Holders, notwithstanding the non-satisfaction of any or in excess of the applicable thresholds price per share set forth set forth in Section 2.6(a2.6(a)(i) and Section 2.6(a)(ii), then immediately prior to the consummation of the Company Sale any such vesting of Earn Out Shares set forth herein that has not previously occurred shall be deemed to have occurred and the holders of such Earn Out Shares shall be eligible to participate in such Company Sale. (e) For purposes hereofIf, during the Vesting Period, the outstanding TopCo Ordinary Shares shall have been changed into a different number of shares or a different class, by reason of any dividend, subdivision, reclassification, recapitalization, split, combination or exchange, or any similar event shall have occurred (other than, for the avoidance of doubt, a “Company Sale” means ), then the occurrence of any of the following events, in each case solely in the event that the implied applicable price per share consideration received by the shareholders of the Surviving Pubco set forth set forth in any this Section 2.6 will be equitably adjusted to reflect such Company Sale is greater than the Per Share Price:change.

Earn-Out. (a) Subject to At the terms and conditions of this Section 2.6Effective Time, the Earn Out Units shall be issuable to the Company Equity Holders in accordance with the terms provisions of Section 2.2 as follows 2.2(a), Section 2.2(b) and the Allocation Schedule, PTAC shall issue or cause to be issued to each Pre-Closing Holder, such Pre-Closing Holder’s proportionate allocation of 5,000,000 restricted PTAC Common Shares which shall be subject to the vesting and forfeiture provisions provided for in this Section 2.6 and, in the case of such restricted PTAC Common Shares issued with respect to Company Options, Company RSUs or Company Restricted Shares, the vesting and forfeiture conditions provided for in Section 2.2(b) (any such issuable collectively, the “Earn Out Units, “Earned Earn Out UnitsShares”): (i) if at any time during 1,666,667 of the twelve Earn Out Shares will vest upon the occurrence of Triggering Event I (12the “$18 Earn Out Shares”); (ii) months following 1,666,667 of the Earn Out Shares will vest upon the occurrence of Triggering Event II (the “$20 Earn Out Shares”); and (iii) 1,666,666 Earn Out Shares will vest upon the occurrence of Triggering Event III (the “$22 Earn Out Shares”). For illustrative purposes, if, prior to the expiration of the Earn Out Period: (i) the Closing the VWAP Price of the Surviving Pubco Class A PTAC Common Shares is greater than or equal to $12.50 18.00 over any twenty (20) Trading Days within any thirty- (30-) consecutive Trading Day period, 50% all of the $18 Earn Out Units; andShares shall vest; (ii) if at any time during the twenty-four (24) months following the Closing the VWAP Price of the Surviving Pubco Class A PTAC Common Shares is greater than or equal to $14.00 20.00 over any 20 twenty (20) Trading Days within any 30-thirty- (30-) consecutive Trading Day period, 100% all of the $20 Earn Out Units. Notwithstanding anything to Shares shall vest and, if not already vested, all of the contrary set forth in this Agreement, the number of $18 Earn Out Units to be issued pursuant to this Section 2.6 Shares shall be limited such that in no event shall vest; and (iii) the Company Equity Holders receive more than 100% Closing Price of the PTAC Common Shares is greater than or equal to $22.00 over any twenty (20) Trading Days within any thirty- (30-) consecutive Trading Day period, all of the $22 Earn Out Units. The Surviving Pubco Class A Share price targets in clauses (i) and (ii) Shares shall be equitably adjusted for stock splitsvest and, stock dividendsif not already vested, reorganizations, combinations, recapitalizations and similar transactions affecting the Surviving Pubco Class A Shares after the date of this Agreement (other than in respect of issuances of Surviving Pubco Class A Shares in connection with (i) any Additional Equity Financing or (ii) the issuance all of the Equity Consideration (including the Estimated Equity Consideration))$18 Earn Out Shares and $20 Earn Out Shares shall vest. (b) Subject to the limitations contemplated herein, each Pre-Closing Holder shall have all of the rights of a stockholder with respect to the Earn Out Shares, including the right to receive dividends and to vote such shares; provided that the Earn Out Shares shall not entitle the holder thereof to consideration in connection with any sale or other transaction and may not be offered, sold, transferred, redeemed, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) by the Pre-Closing Holder or be subject to execution, attachment or similar process without the consent of PTAC, and shall bear a customary legend with respect to such transfer restrictions. Any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of such Earn Out Shares shall be null and void. (c) If, at any time prior to the expiration of the Earn Out Period, any Employee Earn Out Recipient ceases, for any reason or no reason, to remain in continuous employment with a Group Company (a “Former Employee Earn Out Recipient”), all unvested Earn Out Shares issued with respect to any Company Options, Company RSUs or Company Restricted Shares and held by such Employee Earn Out Recipient shall be deemed to be automatically forfeited to PTAC and PTAC shall then distribute such Earn Out Shares to the other Pre-Closing Holders on a pro rata basis based upon the allocation of Earn Out Shares as of the Closing Date (but disregarding any Earn Out Shares issued to a Former Employee Earn Out Recipient with respect to any Company Options, Company RSUs or Company Restricted Shares held by such Former Employee Earn Out Recipient). Any Earn Out Shares distributed to Employee Earn Out Recipients in accordance with the provisions of this Section 2.6(c) shall be granted to such individuals pursuant to the New Incentive Plan. (d) The Earn Out Shares shall also be subject to the forfeiture provisions set forth on Section 2.6(d) of the Company Schedules. (e) If the applicable Triggering Event has not occurred prior to the expiration of the Earn Out Period, then all Earn out Shares which would vest in connection with such Triggering Event shall be automatically forfeited and deemed transferred to PTAC and shall be cancelled by PTAC and cease to exist. For the avoidance of doubt, prior to such forfeiture, all Earn Out Shares shall be entitled to any dividends or distributions made to the holders of PTAC Common Shares and shall be entitled to the voting rights generally granted to holders of PTAC Common Shares. (f) In the event of the satisfaction occurrence of the threshold any Triggering Event set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii2.6(a), as soon as practicable (but in any event within five (5) Business Days) after such satisfaction), the Surviving Pubco Sponsor (on behalf of PTAC) will deliver to the Company Securityholder Holder Representative a written statement (each, a “Stock Price Earn-Earn Out Statement”) that sets forth (i) the VWAP Closing Price over the applicable 20-Trading Day period and (ii) the calculation of the amount of Earned Earn Out Units Shares in connection therewiththerewith and the Allocation Schedule. Any Earned The Holder Representative may deliver written notice to the Sponsor (on behalf of PTAC) on or prior to the fifteenth (15th) day after receipt of a Stock Price Earn Out Units issuable Statement specifying in reasonable detail any items that they wish to dispute and the basis therefor. If the Holder Representative fails to deliver such written notice in such fifteen (15) day period, then the Pre-Closing Holders will be deemed to have waived their right to contest such Stock Price Earn Out Statement and the calculations set forth therein. If the Holder Representative provides the Sponsor with written notice of any objections to the Stock Price Earn Out Statement in such fifteen (15) day period, then the Holder Representative and the Sponsor (on behalf of PTAC) will, for a period of twenty (20) days following the date of delivery of such notice, attempt to resolve their differences and any written resolution by them as a result to any disputed amount will be final and binding for all purposes under this Agreement. If at the conclusion of such twenty (20) day period the Holder Representative and the Sponsor (on behalf of PTAC) have not reached an agreement on any objections with respect to the Stock Price Earn Out Statement, then upon the written request of either party the parties will refer the dispute to an independent accountant of national standing as shall be mutually agreed upon in good faith by the Holder Representative and the Sponsor (on behalf of PTAC) for final resolution of the satisfaction of dispute as promptly as practicable. In the threshold set forth in Section 2.6(a)(i) or event the threshold set forth in Section 2.6(a)(ii) shall be issued Sponsor fails to deliver the Company Equity Holders in accordance with Section 2.2 and the Stock Price Earn Out Payout Schedule Statement within the five (5) Business Days after Day period described above, a disinterested majority of the PTAC Board shall be entitled to deliver the Stock Price Earn Out Statement, and any disputes and the resolution process set forth in this Section 2.6(f) shall, in such satisfactioncircumstances, take place between a disinterested majority of the PTAC Board, on the one hand, and the Holder Representative on the other hand. (c) Following the Closing, including during the twenty-four (24) months following the Closing, the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be entitled to operate their respective businesses based upon the business requirements of the Surviving Pubco and its Subsidiaries. Each of the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be permitted following the Closing, including during the twenty-four (24) months following the Closing, to make changes in its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions that may have an impact on the Earn Out Units becoming Earned Earn Out Units, and none of the Company Equity Holders (nor the Company Securityholder Representative on their behalf) will have any right to claim the loss of all or any portion of an Earn Out Units or other damages as a result of such decisions so long as such changes are not made with the primary intent to reduce the amount of any Earn Out Units that would otherwise be deliverable to Company Equity Holders. (dg) In the event that there is a Company Sale after the Closing and prior to the date that is twenty-four (24) months following the Closing Date, 100% expiration of the Earn Out Units (Period that will result in the holders of PTAC Common Shares receiving a Company Sale Price equal to or in excess of the applicable price per share attributable to any Triggering Event, then immediately prior to the extent consummation of the Company Sale any such Triggering Event that has not already issued pursuant to previously occurred shall be and the terms of related vesting conditions in Section 2.2 and this Section 2.62.6(f) also shall be deemed earned to have occurred and issuable the holders of such Earn Out Shares shall be eligible to participate in such Company Sale. For avoidance of doubt, assuming no prior Triggering Events have occurred: (i) if the Company Equity Holders, notwithstanding the non-satisfaction of any Sale Price for acquisition of the applicable thresholds set forth in Section 2.6(aPTAC Common Shares is greater than or equal to $18.00 per PTAC Common Share, the $18 Earn Out Shares shall be deemed to have fully vested (and the $20 Earn Out Shares and $22 Earn Out Shares shall be deemed forfeited and shall be cancelled by PTAC); (ii) if the Company Sale Price for acquisition of the PTAC Common Shares is greater than or equal to $20.00 per PTAC Common Share, the $18 Earn Out Shares and the $20 Earn Out Shares shall be deemed to have vested (and the $22 Earn Out Shares shall be deemed forfeited and shall be cancelled by PTAC); (iii) if the Company Sale Price for acquisition of the PTAC Common Shares is greater than or equal to $22.00 per PTAC Common Share, the $18 Earn Out Shares, the $20 Earn Out Shares and the $22 Earn Out Shares shall be deemed to have fully vested; provided that if the Company Sale Price for acquisition of the PTAC Common Shares is less than $18.00 per PTAC Common Share, then no Earn Out Shares shall be deemed to have vested and all such Earn Out Shares shall be deemed forfeited and shall be cancelled by PTAC. (eh) For From and after the Closing until the expiration of the Earn Out Period, PTAC shall not, and shall not knowingly and intentionally cause any of its Subsidiaries (including the Group Companies) to, knowingly and intentionally take any actions in bad faith with the express intent of, and one of the primary purposes hereofof which is to, a “Company Sale” means avoid the occurrence of any of the following events, in each case solely in the event that the implied per share consideration received by the shareholders of the Surviving Pubco in any such Company Sale is greater than the Per Share Price:Triggering Event.

Earn-Out. (a) Subject to At or as soon as reasonably practicable following the terms and conditions of this Section 2.6Effective Time, the Earn Out Units shall be issuable to the Company Equity Holders in accordance with the terms provisions of Section 2.2 as follows (any such issuable 2.2, Section 2.3, Section 2.7 and Section 2.8, Parent shall issue the Earn Out UnitsShares, “Earned with (i) one third of such Earn Out UnitsShares subject to the vesting and forfeiture conditions provided for in Section 2.10(b)(i) (the “$15 Earn Out Shares”):), (ii) an additional one third of such Earn Out Shares subject to the vesting and forfeiture conditions provided for in Section 2.10(b)(ii) (the “$17.50 Earn Out Shares”), and (iii) the remaining one third of such Earn Out Shares subject to the vesting and forfeiture conditions provided for in Section 2.10(b)(iii) (the “$20 Earn Out Shares”). (b) The Earn Out Shares and Parent Earn Out RSUs (which, for the avoidance of doubt, shall be subject to any remaining service-based vesting condition as provided in Section 2.7(d)) shall be subject to the following vesting conditions: (i) if If, at any time during the twelve five (125) months years following the Closing (the VWAP of “Earn Out Period”), the Surviving Pubco Class A Shares Parent Common Stock Price is greater than or equal to $12.50 over 15.00 for any twenty ten (2010) Trading Days within any thirty- twenty- (30-20-) Trading Day periodperiod (such time when the foregoing is first satisfied, 50% of the “First Earn Out Units; andAchievement Date”), the $15 Earn Out Shares and the equivalent Parent Earn Out RSUs shall immediately vest and no longer be subject to the forfeiture conditions provided for in Section 2.10(e); (ii) if If, at any time during the twenty-four (24) months following Earn Out Period, the Closing the VWAP of the Surviving Pubco Class A Shares Parent Common Stock Price is greater than or equal to $14.00 over 17.50 for any 20 ten (10) Trading Days within any 30-twenty- (20-) Trading Day periodperiod (such time when the foregoing is first satisfied, 100% of the “Second Earn Out Achievement Date”), the $17.50 Earn Out Shares and the equivalent Parent Earn Out RSUs shall immediately vest and no longer be subject to the forfeiture conditions provided for in Section 2.10(e); and (iii) If, at any time during the Earn Out Units. Notwithstanding anything to the contrary set forth in this AgreementPeriod, the number of Earn Out Units to be issued pursuant to this Section 2.6 shall be limited such that in no event shall the Company Equity Holders receive more than 100% of the Earn Out Units. The Surviving Pubco Class A Share price targets in clauses (i) and (ii) shall be equitably adjusted for stock splits, stock dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Surviving Pubco Class A Shares after the date of this Agreement (other than in respect of issuances of Surviving Pubco Class A Shares in connection with (i) any Additional Equity Financing or (ii) the issuance of the Equity Consideration (including the Estimated Equity Consideration)). (b) In the event of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii), as soon as practicable (but in any event within five (5) Business Days) after such satisfaction, the Surviving Pubco will deliver to the Company Securityholder Representative a written statement (each, a “Parent Common Stock Price Earn-Out Statement”is greater than or equal to $20.00 for any ten (10) that sets forth Trading Days within any twenty- (i20-) the VWAP over the applicable 20-Trading Day period and (ii) such time when the calculation of foregoing is first satisfied, the amount of Earned “Third Earn Out Units in connection therewith. Any Earned Achievement Date”, collectively with the First Earn Out Units issuable as a result of Achievement Date and the satisfaction of Second Earn Out Achievement Date, the threshold set forth “Achievement Dates”), the $20 Earn Out Shares and the equivalent Parent Earn Out RSUs shall immediately vest and no longer be subject to the forfeiture conditions provided for in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii) shall be issued to the Company Equity Holders in accordance with Section 2.2 and the Earn Out Payout Schedule within five (5) Business Days after such satisfaction2.10(e). (c) Following Subject to the Closinglimitations contemplated herein, including during each Company Stockholder (including, for the twenty-four (24avoidance of doubt, each holder of Company Restricted Stock) months following and each Company Warrant Holder issued Earn Out Shares upon the ClosingClosing or upon the exercise of an Assumed Warrant, the Surviving Pubco and its Subsidiariesrespectively, including the Acquired Companies, will shall be entitled to operate their respective businesses based upon the business requirements voting and dividend rights generally granted to holders of the Surviving Pubco and its Subsidiaries. Each of the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be permitted following the Closing, including during the twenty-four (24) months following the Closing, to make changes in its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions Parent Class A Common Stock; provided that may have an impact on the Earn Out Units becoming Earned Shares shall not entitle the holder thereof to, without limiting Section 2.10(f), any consideration in connection with any sale or other transaction and may not be offered, sold, transferred, redeemed, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) by such Person or be subject to execution, attachment or similar process without the consent of Parent, and shall bear a customary legend with respect to such transfer restrictions. Any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of such Earn Out Units, Shares shall be null and none of the Company Equity Holders (nor the Company Securityholder Representative on their behalf) will have any right to claim the loss of all or any portion of an Earn Out Units or other damages as a result of such decisions so long as such changes are not made with the primary intent to reduce the amount of any Earn Out Units that would otherwise be deliverable to Company Equity Holdersvoid. (d) If, at any time prior to the expiration of the Earn Out Period or prior to the occurrence of the Achievement Date for which the equivalent Earn Out Shares vest pursuant to Section 2.10(b), any holder of a Parent Earn Out RSU or Parent Warrant RSU ceases, for any reason or no reason, to remain in continuous employment with Parent or a Group Company, all Parent Earn Out RSUs and Parent Warrant RSUs with respect to which service-based vesting has not been satisfied shall be automatically forfeited and deemed transferred to Parent and shall be cancelled by Parent and cease to exist. (e) If the vesting of (i) any of the $15 Earn Out Shares and the equivalent Parent Earn Out RSUs, (ii) the $17.50 Earn Out Shares and the equivalent Parent Earn Out RSUs or (iii) the $20 Earn Out Shares and the equivalent Parent Earn Out RSUs has not occurred prior to the expiration of the Earn Out Period, then the applicable Earn Out Shares and the applicable equivalent Parent Earn Out RSUs which would have vested (but did not vest during the Earn Out Period) pursuant to Section 2.10(b)(i), Section 2.10(b)(ii) or Section 2.10(b)(iii) shall be automatically forfeited and deemed transferred to Parent and shall be cancelled by Parent and cease to exist. (f) In the event that there is a Company Sale after the Closing and prior to the date that is twenty-four (24) months following the Closing Date, 100% of during the Earn Out Units (Period that will result in the holders of Parent Class A Common Stock receiving a Company Sale Price equal to the extent not already issued pursuant to the terms of Section 2.2 and this Section 2.6) shall be deemed earned and issuable to the Company Equity Holders, notwithstanding the non-satisfaction of any or in excess of the applicable thresholds price per share set forth set forth in Section 2.6(a2.10(b)(i), Section 2.10(b)(ii) and Section 2.10(b)(iii), then immediately prior to the consummation of the Company Sale any such vesting of Earn Out Shares or of Parent Earn Out RSUs set forth therein that has not previously occurred shall be deemed to have occurred and the holders of such Earn Out Shares and Parent Earn Out RSUs shall be eligible to participate in such Company Sale. For avoidance of doubt, assuming no prior vesting of such Earn Out Shares and Parent Earn Out RSUs has occurred: (i) if the Company Sale Price for acquisition of the Parent Class A Common Stock is greater than or equal to $15.00 per share of Parent Class A Common Stock, but less than $17.50 per share of Parent Class A Common Stock, the $15 Earn Out Shares and the equivalent Parent Earn Out RSUs shall be deemed to have fully vested (and the $17.50 Earn Out Shares and the equivalent Parent Earn Out RSUs and $20 Earn Out Shares and the equivalent Parent Earn Out RSUs shall be automatically forfeited and deemed transferred to Parent and shall be cancelled by Parent and cease to exist); (ii) if the Company Sale Price for acquisition of the Parent Class A Common Stock is greater than or equal to $17.50 per share of Parent Class A Common Stock, but less than $20.00 per share of Parent Class A Common Stock, the $15 Earn Out Shares and the equivalent Parent Earn Out RSUs and the $17.50 Earn Out Shares and the equivalent Parent Earn Out RSUs shall be deemed to have fully vested (and the $20 Earn Out Shares and the equivalent Parent Earn Out RSUs shall be automatically forfeited and deemed transferred to Parent and shall be cancelled by Parent and cease to exist); and (iii) if the Company Sale Price for acquisition of the Parent Class A Common Stock is greater than or equal to $20.00 per share of Parent Class A Common Stock, the $15 Earn Out Shares and the equivalent Parent Earn Out RSUs, the $17.50 Earn Out Shares and the equivalent Parent Earn Out RSUs and the $20 Earn Out Shares and the equivalent Parent Earn Out RSUs shall be deemed to have fully vested; provided that if the Company Sale Price for acquisition of the Parent Class A Common Stock is less than $15.00 per share of Parent Class A Common Stock, then no Earn Out Shares or Parent Earn Out RSUs shall be deemed to have vested and all such Earn Out Shares and Parent Earn Out RSUs shall be automatically forfeited and deemed transferred to Parent and shall be cancelled by Parent and cease to exist. (eg) For purposes hereofIf, during the Earn Out Period, the outstanding shares of Parent Class A Common Stock shall have been changed into a “Company Sale” means the occurrence different number of shares or a different class, by reason of any of dividend, subdivision, reclassification, recapitalization, split, combination or exchange, or any similar event shall have occurred, then the following events, in each case solely in the event that the implied applicable price per share consideration received by the shareholders of the Surviving Pubco set forth set forth in any this Section 2.10 will be equitably adjusted to reflect such Company Sale is greater than the Per Share Price:change.

Earn-Out. (a) Subject In addition to the Closing Purchase Price, JAKKS Pacific shall pay the Earn-Out to the Agent in the form of Common Stock for the benefit and account of the several Shareholders in the amount and payable in the manner and upon the terms and conditions of this Section 2.6, the Earn set forth below: (a) The Earn-Out Units for each Earn-Out Year shall be issuable to determined by the Company Equity Holders increase, if any, in accordance with Kidz Biz Sales for such Earn-Out Year over the terms prior year's Kidz Biz Sales, expressed as a percentage of Section 2.2 the prior year's Kidz Biz Sales (the "Percentage Y/O/Y Increase"), and shall be earned and payable as follows (any such issuable Earn Out Units, “Earned Earn Out Units”):follows: (i) if at any time during the twelve (12) months following the Closing the VWAP of the Surviving Pubco Class A Shares Percentage Y/O/Y Increase is greater less than or equal to $12.50 over any twenty five (205%) Trading Days within any thirty- (30-) Trading Day periodpercent, 50% of there will be no Earn-out Payment for the Earn Earn-Out Units; andYear; (ii) if at any time during the twenty-four (24) months following the Closing the VWAP of the Surviving Pubco Class A Shares Percentage Y/O/Y Increase is greater than five (5%) percent but less than or equal to $14.00 over any 20 Trading Days within any 30ten (10%) percent, the Earn-Trading Day period, 100% of the Earn out Payment for such Earn-Out Units. Notwithstanding anything to the contrary set forth in this Agreement, Year will equal the number of Earn Out Units shares of Common Stock equal to be issued pursuant to this Section 2.6 shall be limited such that in no event shall the Company Equity Holders receive more than 100% product of the Earn Out Units. The Surviving Pubco Class A Share price targets in clauses (i) a fraction the numerator of which is five (5%) percent and the denominator of which is the excess of the Percentage Y/O/Y Increase over five (5%) percent and (ii) shall 25,749 shares of Common Stock; and (iii) if the Percentage Y/O/Y Increase is greater than ten (10%) percent, the Earn-out Payment for such Earn-Out Year will be equitably adjusted for stock splits, stock dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Surviving Pubco Class A Shares after the date 25,749 shares of this Agreement (other than in respect of issuances of Surviving Pubco Class A Shares in connection with (i) any Additional Equity Financing or (ii) the issuance of the Equity Consideration (including the Estimated Equity Consideration))Common Stock. (b) In the event of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii)The Earn-Out Shares, if any, for each Earn-Out Year shall be delivered as soon as practicable (practicable, but in any event within five not later than sixty (560) Business Days) days, after the end of such satisfaction, the Surviving Pubco will deliver to the Company Securityholder Representative a written statement (each, a “Stock Price Earn-Out Statement”) that sets forth (i) the VWAP over the applicable 20-Trading Day period and (ii) the calculation of the amount of Earned Earn Out Units in connection therewith. Any Earned Earn Out Units issuable as a result of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii) shall be issued to the Company Equity Holders in accordance with Section 2.2 and the Earn Out Payout Schedule within five (5) Business Days after such satisfactionYear. (c) Following On each Earn-Out Payment Date, JAKKS Pacific shall pay the ClosingEarn-Out, including during if any, for the twentyapplicable Earn-four Out Year to the Agent (24) months following for the Closing, the Surviving Pubco benefit and its Subsidiaries, including the Acquired Companies, will be entitled to operate their respective businesses based upon the business requirements account of the Surviving Pubco and its Subsidiaries. Each several Shareholders) in the manner provided in a Notice given to JAKKS Pacific pursuant to Section 3.2 or, if no such Notice is given, by delivering share certificates for the Earn-Out Shares in the names of each Shareholder to the Agent, each certificate to be for the same proportion of the Surviving Pubco and its Subsidiaries, including Earn-Out Shares for that Earn-Out Year as the Acquired Companies, will be permitted following the Closing, including during the twentyproportion of Earn-four (24) months following the Closing, to make changes Out Shares received by such Shareholder in its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions that may have an impact on the Earn Out Units becoming Earned Earn Out Units, and none payment of the Company Equity Holders (nor last preceding Earn-Out Payment, or if no preceding Earn-Out Payment has then been made, for the Company Securityholder Representative same proportion of the Earn-Out Shares as the proportion of the JAKKS Pacific Shares received by such Shareholder on their behalf) will have any right to claim the loss of all or any portion of an Earn Out Units or other damages as a result of such decisions so long as such changes are not made with the primary intent to reduce the amount of any Earn Out Units that would otherwise be deliverable to Company Equity HoldersClosing. (d) In the event that there JAKKS Pacific ceases to control Kidz Biz UK or Far East and Xxxxx Xxxxxx'x employment is a Company Sale after terminated without "cause" by Kidz Biz UK or by Xxxxx Xxxxxx for "good reason" (as such terms are used in the Closing and Employment Agreement) prior to the date end of the term of the Employment Agreement, JAKKS Pacific shall within ten (10)business days thereafter deliver to the Agent for the benefit and account of the Shareholders 25,749 shares of Common Stock in respect of the then current Earn-Out Year in which such events occur in full satisfaction of the Earn-Out obligation for such Earn-Out Year, and 25,749 shares of Common Stock in respect of each Earn-Out Year thereafter, such delivery to occur within thirty (30) days after the end of the relevant subsequent Earn-Out Year, if any, provided, however, that is twenty-four (24) months following if such termination occurs after the third anniversary of the Closing Dateunder this Agreement, 100% the number of shares of Common Stock thereafter deliverable on account of the Earn Earn-Out Units (to shall equal the extent not already issued pursuant to the terms average number of Section 2.2 and this Section 2.6) shall be deemed earned and issuable to the Company Equity Holders, notwithstanding the non-shares of Common Stock delivered in satisfaction of any of the applicable thresholds set forth in Section 2.6(a)Earn-Out obligation, if any, during the Earn-Out Years ending prior to such termination. (e) For purposes hereof, a “Company Sale” means the occurrence of any of the following events, in each case solely in the event that the implied per share consideration received by the shareholders of the Surviving Pubco in any such Company Sale is greater than the Per Share Price:

Earn-Out. (a) Subject to the terms and conditions of this Section 2.63.03, the Earn Out Units shall be issuable to the Company Equity Holders in accordance with the terms of Section 2.2 as follows (any such issuable Earn Out Units, “Earned Earn Out Units”): (i) if at any time during the twelve (12) months following the Closing Closing, and as additional consideration for the VWAP of Merger and the Surviving Pubco Class A Shares is greater than or equal to $12.50 over any twenty (20) Trading Days within any thirty- (30-) Trading Day period, 50% of the Earn Out Units; and (ii) if at any time during the twenty-four (24) months following the Closing the VWAP of the Surviving Pubco Class A Shares is greater than or equal to $14.00 over any 20 Trading Days within any 30-Trading Day period, 100% of the Earn Out Units. Notwithstanding anything to the contrary set forth in other transaction contemplated by this Agreement, the number of Earn Out Units to be issued pursuant to this Section 2.6 shall be limited such that in no event shall the Company Equity Holders receive more than 100% of the Earn Out Units. The Surviving Pubco Class A Share price targets in clauses (i) and (ii) shall be equitably adjusted for stock splits, stock dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Surviving Pubco Class A Shares after the date of this Agreement (other than in respect of issuances of Surviving Pubco Class A Shares in connection with (i) any Additional Equity Financing or (ii) the issuance of the Equity Consideration (including the Estimated Equity Consideration)). (b) In the event of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii), as soon as practicable (but in any event within five (5) Business Days) after such satisfaction, the Surviving Pubco will deliver to the Company Securityholder Representative a written statement (each, a “Stock Price Earn-Out Statement”) that sets forth (i) the VWAP over the applicable 20-Trading Day period and (ii) the calculation of the amount of Earned Earn Out Units in connection therewith. Any Earned Earn Out Units issuable as a result of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii) shall be issued to the Company Equity Holders in accordance with Section 2.2 and the Earn Out Payout Schedule within five (5) Business Days after the occurrence of a Triggering Event, Surviving Pubco shall issue to each Pre-Closing Holder identified on the Allocation Schedule (the “Earn Out Recipient”), the following amount of Earn Out Shares (which shall have a customary Securities Act restrictive legend) in accordance with such satisfactionPre-Closing Holder’s respective Earn Out Pro Rata Share: (i) 10,000,000 of the Earn Out Shares upon the occurrence of Triggering Event I (the “$15.00 Earn Out Shares”); (ii) 10,000,000 of the Earn Out Shares upon the occurrence of Triggering Event II (the “$17.50 Earn Out Shares”); (iii) 10,000,000 of the Earn Out Shares upon the occurrence of Triggering Event III (the “$20.00 Earn Out Shares”); (iv) 10,000,000of the Earn Out Shares upon the occurrence of Triggering Event IV (the “$22.50 Earn Out Shares”); and (v) 10,000,000 of the Earn Out Shares upon the occurrence of Triggering Event V (the “$25.00 Earn Out Shares”). For illustrative purposes, if, prior to the expiration of the Earn Out Period: (vi) the Share Price of the Surviving Pubco Class A Common Stock is greater than or equal to $15.00, all of the $15.00 Earn Out Shares shall be issued in accordance with this Section 3.03; (vii) the Share Price of the Surviving Pubco Class A Common Stock is greater than or equal to $17.50, all of the $17.50 Earn Out Shares shall be issued in accordance with this Section 3.03; (viii) the Share Price of the Surviving Pubco Class A Common Stock is greater than or equal to $20.00, all of the $20.00 Earn Out Shares shall be issued in accordance with this Section 3.03; (ix) the Share Price of the Surviving Pubco Class A Common Stock is greater than or equal to $22.50, all of the $22.50 Earn Out Shares shall be issued in accordance with this Section 3.03; and (x) the Share Price of the Surviving Pubco Class A Common Stock is greater than or equal to $25.00, all of the $25.00 Earn Out Shares shall be issued in accordance with this Section 3.03. (b) If during the Earn Out Period, a Company Sale occurs, then immediately prior to the consummation of such Company Sale, any Earn Out Shares that have not previously been distributed to the Earn Out Recipients (whether or not previously earned) shall be deemed earned (and the applicable Triggering Event achieved); provided, however, that such Earn Out Shares shall be deemed earned (and the applicable Triggering Event achieved) only if implied the value per share of Surviving Pubco Class A Common Stock in the Company Sale at the time of first announcement of the Company Sale (as determined by the Surviving Pubco Board) equals or exceeds $15.00, $17.50, $20.00, $22.50 or $25.00, as applicable, as adjusted pursuant to Section 3.03(c) below. (c) Following The price targets included in the Closingdefinitions of Triggering Event I, Triggering Event II, Triggering Event III, Triggering Event IV and Triggering Event V shall be equitably adjusted as appropriate to reflect any stock splits, reverse stock splits, stock dividends (including during the twenty-four (24) months following the Closing, the any dividend or distribution of securities convertible into Surviving Pubco and its SubsidiariesClass A Common Stock), including the Acquired Companiesextraordinary cash dividend, will be entitled reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction with respect to operate their respective businesses based upon the business requirements of the Surviving Pubco and its Subsidiaries. Each of the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be permitted following the Closing, including during the twenty-four (24) months following the Closing, to make changes in its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions that may have an impact on the Earn Out Units becoming Earned Earn Out Units, and none of the Company Equity Holders (nor the Company Securityholder Representative on their behalf) will have any right to claim the loss of all or any portion of an Earn Out Units or other damages as a result of such decisions so long as such changes are not made with the primary intent to reduce the amount of any Earn Out Units that would otherwise be deliverable to Company Equity HoldersClass A Common Stock. (d) In the event that there is a Company Sale after the Closing and prior to the date that is twenty-four (24) months following the Closing Date, 100% of At all times during the Earn Out Units (Period, the Surviving Pubco shall keep available for issuance a sufficient number of shares of unissued Surviving Pubco Class A Common Stock to permit the extent not already issued pursuant Surviving Pubco to the terms of Section 2.2 and this Section 2.6) shall be deemed earned and issuable to the Company Equity Holders, notwithstanding the non-satisfaction of any of the applicable thresholds satisfy in full its issuance obligations set forth in this Section 2.6(a)3.03 and shall take all actions reasonably required (including by convening any shareholder meeting) to increase the authorized number of Surviving Pubco Class A Common Stock if at any time there shall be insufficient unissued Surviving Pubco Class A Common Stock to permit such reservation. (e) For purposes hereofDuring the Earn Out Period, a “Company Sale” means the occurrence of any of the following events, in each case solely in the event that the implied per share consideration received by the shareholders of the Surviving Pubco in any such Company Sale is greater than shall use commercially reasonable efforts for the Per Share Price:Surviving Pubco to remain listed as a public company on, and for the Surviving Pubco Class A Common Stock (including, when issued, the Earn Out Shares) to be tradable over the national securities exchange (as defined under Section 6 of the Exchange Act) on which the shares of Surviving Pubco Class A Common Stock are then listed.

Earn-Out. (a) Subject to At the terms and conditions of this Section 2.6Effective Time, the Earn Out Units shall be issuable to the Company Equity Holders in accordance with the terms provisions of this Section 2.2 as follows 6, the Class B Holder has agreed that 1,543,750 of its Acquiror Class B Shares, which will have been automatically converted into Acquiror Common Shares at the Effective Time, shall be subject to the vesting and forfeiture provisions provided for in this Section 6 (any such issuable collectively, the “Sponsor Earn Out Units, “Earned Earn Out UnitsShares”): (i) if at any time during 771,875 of the twelve Sponsor Earn Out Shares will vest upon the occurrence of Triggering Event I (12the “$12 Sponsor Earn Out Shares”); and (ii) months following 771,875 of the Sponsor Earn Out Shares will vest upon the occurrence of Triggering Event II (the “$14 Sponsor Earn Out Shares”). For Illustrative purposes, if, prior to the expiration of the Earn Out Period: (i) the Closing the VWAP Price of the Surviving Pubco Class A Acquiror Common Shares is greater than or equal to $12.50 over any twenty (20) 12.00 for 20 Trading Days within during any thirty- (30-) 30 consecutive Trading Day period, 50% all of the $12 Sponsor Earn Out UnitsShares shall vest; and (ii) if at any time during the twenty-four (24) months following the Closing the VWAP Price of the Surviving Pubco Class A Acquiror Common Shares is greater than or equal to $14.00 over for any 20 Trading Days within during any 30-30 consecutive Trading Day period, 100% all of the $14 Sponsor Earn Out Units. Notwithstanding anything to the contrary set forth in this Agreement, the number of Earn Out Units to be issued pursuant to this Section 2.6 Shares shall be limited such that in no event shall the Company Equity Holders receive more than 100% of the Earn Out Units. The Surviving Pubco Class A Share price targets in clauses (i) and (ii) shall be equitably adjusted for stock splits, stock dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Surviving Pubco Class A Shares after the date of this Agreement (other than in respect of issuances of Surviving Pubco Class A Shares in connection with (i) any Additional Equity Financing or (ii) the issuance of the Equity Consideration (including the Estimated Equity Consideration))vest. (b) If Acquiror shall at any time prior to the expiration of the Earn Out Period pay any cash or in-kind dividend (other than any dividend in the form of additional shares of Acquiror Common Shares, which dividend shall be governed by the immediately following sentence) on shares of Acquiror Common Shares then the applicable Target Share Price shall be deemed to have been reduced for all purposes of this Agreement by the amount of such cash dividend or the fair market value of the in-kind dividend, as applicable, paid with respect to each Acquiror Common Share. If Acquiror shall at any time prior to the expiration of the Earn Out Period pay any dividend on shares of Acquiror Common Shares by the issuance of additional shares of Acquiror Common Shares, then in such case, (i) the number of Sponsor Earn Out Shares shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Acquiror Common Shares (including any other shares so reclassified as Acquiror Common Shares) outstanding immediately after such event and the denominator of which is the number of shares of Acquiror Common Shares that were outstanding immediately prior to such event, and (ii) the applicable Target Share Price shall be appropriately adjusted to provide to the Class B Holder the same economic effect as contemplated by this Agreement prior to such event. The Class B Holder shall not have the right to vote the Sponsor Earn Out Shares held by such the Class B Holder unless and until such Sponsor Earn Out Shares vest in accordance with the terms set forth in Section 6. Except for the right to vote and the treatment with respect to dividends which is addressed in this Section 6(b), the Class B Holder shall have all of the rights of a stockholder with respect to the Sponsor Earn Out Shares, subject to the vesting and forfeiture conditions set forth herein. (c) If the applicable Triggering Event has not occurred prior to the expiration of the Earn Out Period, then all Sponsor Earn-Out Shares which would vest in connection with such Triggering Event shall be deemed to be automatically forfeited to Acquiror and cancelled by Acquiror and cease to exist. (d) In the event of the satisfaction occurrence of the threshold any Triggering Event set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii6(a), as soon as practicable (but in any event within five (5) Business Days) after such satisfaction), the Surviving Pubco Acquiror will deliver to the Company Securityholder Representative Class B Holder a written statement (each, a “Stock Price Earn-Out Statement”) that sets forth (i) the VWAP Closing Price over the applicable 20-Trading Day period and (ii) the calculation of the amount of Earned Sponsor Earn Out Units Shares in connection therewith. Any Earned Earn Out Units issuable as a result of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii) shall be issued to the Company Equity Holders in accordance with Section 2.2 and the Earn Out Payout Schedule within five (5) Business Days after such satisfaction. (c) Following the Closing, including during the twenty-four (24) months following the Closing, the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be entitled to operate their respective businesses based upon the business requirements of the Surviving Pubco and its Subsidiaries. Each of the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be permitted following the Closing, including during the twenty-four (24) months following the Closing, to make changes in its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions that may have an impact on the Earn Out Units becoming Earned Earn Out Units, and none of the Company Equity Holders (nor the Company Securityholder Representative on their behalf) will have any right to claim the loss of all or any portion of an Earn Out Units or other damages as a result of such decisions so long as such changes are not made with the primary intent to reduce the amount of any Earn Out Units that would otherwise be deliverable to Company Equity Holders. (d) In the event that there is a Company Sale after the Closing and prior to the date that is twenty-four (24) months following the Closing Date, 100% of the Earn Out Units (to the extent not already issued pursuant to the terms of Section 2.2 and this Section 2.6) shall be deemed earned and issuable to the Company Equity Holders, notwithstanding the non-satisfaction of any of the applicable thresholds set forth in Section 2.6(a). (e) For purposes hereofIf, prior to the expiration of the Earn Out Period, a “Company Sale” means Change of Control Transaction is consummated then, immediately prior to the occurrence of any consummation of the following eventsChange of Control Transaction, the applicable Triggering Event set forth in each case solely Section 6(a) shall be deemed to have occurred (for clarity, meaning the Sponsor Earn Out Shares shall automatically vest in full as of immediately prior to such Change of Control Transaction) and the event that holders of such Sponsor Earn Out Shares shall be eligible to participate in such Change of Control Transaction. (f) For the implied per share consideration received by avoidance of doubt, 4,687,500 of Acquiror Class B Shares, which have been automatically converted into Acquiror Common Shares at the shareholders of the Surviving Pubco in Effective Time, are fully vested and shall not be subject to any such Company Sale is greater than the Per Share Price:vesting and forfeiture provisions.

Earn-Out. (a) Subject to At the terms and conditions of this Section 2.6First Effective Time, the Earn Out Units shall be issuable to the Company Equity Holders in accordance with the terms provisions of Section 2.2 as follows this ‎Article 2, Acquiror shall issue or cause to be issued to each Pre-Closing Holder, such Pre-Closing Holder’s Pro Rata Allocation of 7,500,000 restricted Acquiror Common Shares which shall be subject to the vesting and forfeiture provisions provided for in this ‎Section 2.6 and, in the case of such restricted Acquiror Common Shares issued with respect to Company Options, the vesting and forfeiture conditions provided for in ‎Section 2.2(b) (any such issuable collectively, the “Earn Out Units, “Earned Earn Out UnitsShares”): (i) if at any time during 3,750,000 of the twelve Earn Out Shares will vest upon the occurrence of Triggering Event I (12the “$12 Earn Out Shares”); and (ii) months following 3,750,000 of the Earn Out Shares will vest upon the occurrence of Triggering Event II (the “$14 Earn Out Shares”). For illustrative purposes, if, prior to the expiration of the Earn Out Period: (i) the Closing the VWAP Price of the Surviving Pubco Class A Acquiror Common Shares is greater than or equal to $12.50 12.00 over any twenty (20) 20 Trading Days within any thirty- (30-) 30 consecutive Trading Day period, 50% all of the $12 Earn Out UnitsShares shall vest; and (ii) if at any time during the twenty-four (24) months following the Closing the VWAP Price of the Surviving Pubco Class A Acquiror Common Shares is greater than or equal to $14.00 over any 20 Trading Days within any 30-30 consecutive Trading Day period, 100% all of the $14 Earn Out Shares shall vest. (b) If Acquiror shall at any time prior to the expiration of the Earn Out UnitsPeriod pay any cash or in-kind dividend (other than any dividend in the form of additional shares of Acquiror Common Shares, which dividend shall be governed by the immediately following sentence) on shares of Acquiror Common Shares then the applicable Target Share Price shall be deemed to have been reduced for all purposes of this Agreement by the amount of such cash dividend or the fair market value of the in-kind dividend, as applicable, paid with respect to each Acquiror Common Share. Notwithstanding anything If Acquiror shall at any time prior to the contrary set forth expiration of the Earn Out Period pay any dividend on shares of Acquiror Common Shares by the issuance of additional shares of Acquiror Common Shares, then in this Agreementsuch case, (i) the number of Earn Out Units to be issued pursuant to this Section 2.6 Shares shall be limited adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Acquiror Common Shares (including any other shares so reclassified as Acquiror Common Shares) outstanding immediately after such event and the denominator of which is the number of shares of Acquiror Common Shares that were outstanding immediately prior to such event, and (ii) the applicable Target Share Price shall be appropriately adjusted to provide to each Pre-Closing Holder the same economic effect as contemplated by this Agreement prior to such event. Each Pre-Closing Holder shall not have the right to vote the Earn Out Shares held by such Pre-Closing Holder unless and until such Earn Out Shares vest in no event accordance with the terms set forth in ‎Section 2.6. Except for the right to vote and the treatment with respect to dividends which is addressed in this ‎Section 2.6(b), each Pre-Closing Holder shall have all of the Company Equity Holders receive more than 100% rights of a stockholder with respect to the Earn Out Shares, subject to the vesting and forfeiture conditions set forth herein. (c) If, at any time prior to the expiration of the Earn Out UnitsPeriod, any Employee Earn Out Recipient ceases, for any reason or no reason, to remain in continuous employment with a Group Company (a “Former Employee Earn Out Recipient”), all unvested Earn Out Shares issued with respect to any Company Options and held by such Employee Earn Out Recipient shall be deemed to be automatically forfeited to Acquiror and Acquiror shall then distribute such Earn Out Shares to the other Pre-Closing Holders on a pro rata basis based upon the allocation of Earn Out Shares as of the Closing Date (but disregarding any Earn Out Shares issued to a Former Employee Earn Out Recipient with respect to any Company Options held by such Former Employee Earn Out Recipient). The Surviving Pubco Class A Share price targets Any Earn Out Shares distributed to Employee Earn Out Recipients in clauses (i) and (iiaccordance with the provisions of this ‎Section 2.6(b) shall be equitably adjusted for stock splitsgranted to such individuals pursuant to the New Incentive Plan. (d) If the applicable Triggering Event has not occurred prior to the expiration of the Earn Out Period, stock dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Surviving Pubco Class A then all Earn Out Shares after the date of this Agreement (other than in respect of issuances of Surviving Pubco Class A Shares which would vest in connection with (i) any Additional Equity Financing or (ii) the issuance of the Equity Consideration (including the Estimated Equity Consideration))such Triggering Event shall be automatically forfeited and deemed transferred to Acquiror and shall be cancelled by Acquiror and cease to exist. (be) In the event of the satisfaction occurrence of the threshold any Triggering Event set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii‎Section 2.6(a), as soon as practicable (but in any event within five (5) Business Days) after such satisfaction), the Surviving Pubco Acquiror will deliver to the Company Securityholder Holder Representative a written statement (each, a “Stock Price Earn-Out Statement”) that sets forth (i) the VWAP Closing Price over the applicable 20-Trading Day period and (ii) the calculation of the amount of Earned Earn Out Units Shares in connection therewith. Any Earned Earn Out Units issuable as a result of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii) shall be issued to the Company Equity Holders in accordance with Section 2.2 therewith and the Earn Out Payout Schedule within five (5) Business Days after such satisfactionAllocation Schedule. (cf) Following the ClosingIf, including during the twenty-four (24) months following the Closing, the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be entitled to operate their respective businesses based upon the business requirements of the Surviving Pubco and its Subsidiaries. Each of the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be permitted following the Closing, including during the twenty-four (24) months following the Closing, to make changes in its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions that may have an impact on the Earn Out Units becoming Earned Earn Out Units, and none of the Company Equity Holders (nor the Company Securityholder Representative on their behalf) will have any right to claim the loss of all or any portion of an Earn Out Units or other damages as a result of such decisions so long as such changes are not made with the primary intent to reduce the amount of any Earn Out Units that would otherwise be deliverable to Company Equity Holders. (d) In the event that there is a Company Sale after the Closing and prior to the date that is twenty-four (24) months following the Closing Date, 100% expiration of the Earn Out Units (Period, a Change of Control Transaction is consummated with a Change of Control Price equal to or in excess of the applicable price per share attributable to any Triggering Event, then, immediately prior to the extent not already issued pursuant to consummation of the terms Change of Section 2.2 Control Transaction, the applicable Triggering Event set forth in ‎Section 2.6(a) and this Section 2.6the vesting conditions in ‎Section 2.6(f) shall be deemed earned to have occurred and issuable the holders of such Earn Out Shares shall be eligible to the Company Equity Holdersparticipate in such Change of Control Transaction. For avoidance of doubt, notwithstanding the non-satisfaction of any of the applicable thresholds set forth in Section 2.6(a).assuming no prior Triggering Events have occurred: (ei) For purposes hereof, a “Company Sale” means if the occurrence Change of any Control Price for acquisition of the following events, in each case solely in the event that the implied per share consideration received by the shareholders of the Surviving Pubco in any such Company Sale Acquiror Common Shares is greater than or equal to $12.00 per Acquiror Common Share, the Per Share Price:$12 Earn Out Shares shall be deemed to have fully vested (and the $14 Earn Out Shares Shall be deemed forfeited and shall be cancelled by Acquiror); (ii) if the Change of Control Price for acquisition of Acquiror Common Shares is greater than or equal to $14.00 per Acquiror Common Share, the $12 Earn Out Shares and the $14 Earn Out Shares shall be deemed to have fully vested; provided that if the Change of Control Price for acquisition of Acquiror Common Shares is less than $12.00 per Acquiror Common Share, then no Earn Out Shares shall be deemed to have vested and all such Earn Out Shares shall be deemed forfeited and shall be cancelled by Acquiror.

Earn-Out. (a) Subject Following the Closing, within 30 Business Days after the occurrence of a Triggering Event, PTIC II shall issue or caused to be issued and distributed to each NewCo LLC Class B Unitholder as of the terms Closing Date entitled thereto, PTIC II Class B Shares (and conditions NewCo LLC shall issue a corresponding number of this Section 2.6NewCo LLC Class B Units), in each case, in the Earn Out Units shall be issuable manner set forth below to the Company Equity Holders each NewCo LLC Class B Unitholder in accordance with the terms Allocation Schedule, free and clear of Section 2.2 as follows all Liens (other than any such issuable restrictions on transfer under applicable securities Law or under the Governing Documents of PTIC II) (the “Earn Out Units, “Earned Earn Out UnitsShares”): (i) upon the occurrence of Triggering Event I, a one-time issuance of 1,000,000 Earn Out Shares (the “$12.50 Earn Out Shares”); (ii) upon the occurrence of Triggering Event II, in addition to the $12.50 Earn Out Shares, a one-time issuance of 2,000,000 Earn Out Shares (the “$15.00 Earn Out Shares”); and (iii) upon the occurrence of Triggering Event III, in addition to the $12.50 Earn Out Shares and $15.00 Earn Out Shares, a one-time issuance of 3,000,000 Earn Out Shares (the “$17.50 Earn Out Shares”). (b) The Company and the Sellers’ Representative (on behalf of the Rolling Company Unitholders) acknowledge and agree that if at any time during specific Triggering Event has not occurred prior to the twelve expiry of the Earn Out Period, then no NewCo LLC Class B Unitholders shall be entitled to receive the Earn Out Shares, applicable to such Triggering Event. (12c) months If following the Closing and prior to the VWAP expiry of the Surviving Pubco Earn Out Period, PTIC II consummates a Company Sale that results in the holders of PTIC II Class A Shares receiving a Company Sale Price equal to or in excess of the applicable price per share attributable to one or more Triggering Events (which shall be adjusted equally to reflect any individual splits or other non-economic reclassification of shares of PTIC II’s capital stock), then immediately prior to the consummation of such Company Sale, PTIC II shall issue or cause to be issued to each NewCo LLC Class B Unitholder entitled thereto (in accordance with the Allocation Schedule) the applicable number of Earn Out Shares (to the extent not previously issued pursuant to the terms of Section 2.6(a)). For avoidance of doubt: (i) if the Company Sale Price for acquisition of the PTIC II Class A Shares is greater than or equal to $12.50 over per PTIC II Class A Share (which shall be adjusted equitably to reflect any twenty dividend, split, or other noneconomic reclassification of shares of PTIC II’s capital stock), PTIC II shall issue, or cause to be issued, the $12.50 Earn Out Shares (20provided such shares have not previously been issued) Trading Days within any thirty- (30-) Trading Day period, 50% to each NewCo LLC Class B Unitholder as of the Earn Out Units; andClosing Date entitled thereto in accordance with the Allocation Schedule; (ii) if at any time during the twenty-four (24) months following the Closing the VWAP Company Sale Price for acquisition of the Surviving Pubco PTIC II Class A Shares is greater than or equal to $14.00 over 15.00 per PTIC II Class A Share (which shall be adjusted equitably to reflect any 20 Trading Days within any 30-Trading Day perioddividend, 100% split, or other noneconomic reclassification of shares of PTIC II’s capital stock), PTIC II shall issue, or cause to be issued, the $12.50 Earn Out Shares and the $15.00 Earn Out Shares (provided such shares have not previously been issued) to each NewCo LLC Class B Unitholder as of the Closing Date entitled thereto in accordance with the Allocation Schedule; and (iii) if the Company Sale Price for acquisition of the PTIC II Class A Shares is greater than or equal to $17.50 per PTIC II Class A Share (which shall be adjusted equitably to reflect any dividend, split, or other noneconomic reclassification of shares of PTIC II’s capital stock), PTIC II shall issue, or cause to be issued, the $12.50 Earn Out Units. Notwithstanding anything to the contrary set forth in this AgreementShares, the number of $15.00 Earn Out Units Shares and the $17.50 Earn Out Shares (provided such shares have not previously been issued) to each NewCo LLC Class B Unitholder as of the Closing Date entitled thereto in accordance with the Allocation Schedule; provided that if the Company Sale Price for acquisition of the PTIC II Class A Shares is less than $12.50 per PTIC II Class A Share (which shall be adjusted equally to reflect any individual splits or other non-economic reclassification of shares of PTIC II’s capital stock), then no Earn Out Shares shall be issued pursuant to this Section 2.6 shall be limited such that in no event shall the Company Equity Holders receive more than 100% of the Earn Out Units. The Surviving Pubco Class A Share price targets in clauses (i) and (ii) shall be equitably adjusted for stock splits, stock dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Surviving Pubco Class A Shares after the date of this Agreement (other than in respect of issuances of Surviving Pubco Class A Shares in connection with (i) any Additional Equity Financing or (ii) the issuance of the Equity Consideration (including the Estimated Equity Consideration2.6(c)). (b) In the event of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii), as soon as practicable (but in any event within five (5) Business Days) after such satisfaction, the Surviving Pubco will deliver to the Company Securityholder Representative a written statement (each, a “Stock Price Earn-Out Statement”) that sets forth (i) the VWAP over the applicable 20-Trading Day period and (ii) the calculation of the amount of Earned Earn Out Units in connection therewith. Any Earned Earn Out Units issuable as a result of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii) shall be issued to the Company Equity Holders in accordance with Section 2.2 and the Earn Out Payout Schedule within five (5) Business Days after such satisfaction. (c) Following the Closing, including during the twenty-four (24) months following the Closing, the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be entitled to operate their respective businesses based upon the business requirements of the Surviving Pubco and its Subsidiaries. Each of the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be permitted following the Closing, including during the twenty-four (24) months following the Closing, to make changes in its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions that may have an impact on the Earn Out Units becoming Earned Earn Out Units, and none of the Company Equity Holders (nor the Company Securityholder Representative on their behalf) will have any right to claim the loss of all or any portion of an Earn Out Units or other damages as a result of such decisions so long as such changes are not made with the primary intent to reduce the amount of any Earn Out Units that would otherwise be deliverable to Company Equity Holders. (d) In Simultaneous with the event that there is a Company Sale after the Closing and prior issuance of any Earn Out Shares by PTIC II to the date that is twenty-four (24) months following the Closing Date, 100% of the Earn Out Units (to the extent not already issued NewCo LLC Class B Unitholders pursuant to the terms of Section 2.2 and this Section 2.6, the Company shall issue and deliver a corresponding number of Earn Out Units, free and clear of all Liens (other than any restrictions on transfer under applicable securities Law or under the Governing Documents of the Company) shall be deemed earned and issuable to the Company Equity Holders, notwithstanding the non-satisfaction of any NewCo LLC Class B Unitholders as of the applicable thresholds set forth Closing Date in Section 2.6(a)accordance with the Allocation Schedule. (e) For purposes hereof, a “Company Sale” means the occurrence of any of the following events, in each case solely in the event that the implied per share consideration received by the shareholders of the Surviving Pubco in any such Company Sale is greater than the Per Share Price:

Earn-Out. (a) Subject to the terms and conditions of this Section 2.63.03, the Earn Out Units shall be issuable to the Company Equity Holders in accordance with the terms of Section 2.2 as follows (any such issuable Earn Out Units, “Earned Earn Out Units”): (i) if at any time during the twelve (12) months following the Closing Closing, and as additional consideration for the VWAP of Merger and the Surviving Pubco Class A Shares is greater than or equal to $12.50 over any twenty (20) Trading Days within any thirty- (30-) Trading Day period, 50% of the Earn Out Units; and (ii) if at any time during the twenty-four (24) months following the Closing the VWAP of the Surviving Pubco Class A Shares is greater than or equal to $14.00 over any 20 Trading Days within any 30-Trading Day period, 100% of the Earn Out Units. Notwithstanding anything to the contrary set forth in other transaction contemplated by this Agreement, the number of Earn Out Units to be issued pursuant to this Section 2.6 shall be limited such that in no event shall the Company Equity Holders receive more than 100% of the Earn Out Units. The Surviving Pubco Class A Share price targets in clauses (i) and (ii) shall be equitably adjusted for stock splits, stock dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Surviving Pubco Class A Shares after the date of this Agreement (other than in respect of issuances of Surviving Pubco Class A Shares in connection with (i) any Additional Equity Financing or (ii) the issuance of the Equity Consideration (including the Estimated Equity Consideration)). (b) In the event of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii), as soon as practicable (but in any event within five (5) Business Days) after such satisfaction, the Surviving Pubco will deliver to the Company Securityholder Representative a written statement (each, a “Stock Price Earn-Out Statement”) that sets forth (i) the VWAP over the applicable 20-Trading Day period and (ii) the calculation of the amount of Earned Earn Out Units in connection therewith. Any Earned Earn Out Units issuable as a result of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii) shall be issued to the Company Equity Holders in accordance with Section 2.2 and the Earn Out Payout Schedule within five (5) Business Days after the occurrence of a Triggering Event, SPAC shall issue to each Pre-Closing Holder identified on the Allocation Schedule (the “Earn Out Recipient”), the following amount of Earn Out Shares (which shall have a customary Securities Act restrictive legend) in accordance with such satisfactionPre-Closing Holder’s respective Earn Out Pro Rata Share: (i) 3,000,000 of the Earn Out Shares upon the occurrence of Triggering Event I (the “$12.00 Earn Out Shares”); (ii) 3,000,000 of the Earn Out Shares upon the occurrence of Triggering Event II (the “$15.00 Earn Out Shares”); and (iii) 3,000,000 of the Earn Out Shares upon the occurrence of Triggering Event III (the “$18.00 Earn Out Shares”); provided, however, in each case, the Earn Out Shares issued to the Pre-Closing Holders shall be reduced by any Earn Out Shares underlying the outstanding SPAC RSU Earnout Awards at the applicable time of the Triggering Event in accordance with the SPAC RSU Earnout Awards, and then among the Pre-Closing Holders based on the applicable Earn Out Pro Rata Share. For illustrative purposes, if, prior to the expiration of the Earn Out Period: (iv) the Share Price of the SPAC Class A Common Stock is greater than or equal to $12.00, all of the $12.00 Earn Out Shares shall be issued in accordance with this Section 3.03; (v) the Share Price of the SPAC Class A Common Stock is greater than or equal to $15.00, all of the $15.00 Earn Out Shares shall be issued in accordance with this Section 3.03; and (vi) the Share Price of the SPAC Class A Common Stock is greater than or equal to $18.00, all of the $18.00 Earn Out Shares shall be issued in accordance with this Section 3.03. (b) If during the Earn Out Period, a Company Sale occurs, then immediately prior to the consummation of such Company Sale, any Earn Out Shares that have not previously been distributed to the Earn Out Recipients (whether or not previously earned) shall be deemed earned (and the applicable Triggering Event achieved); provided, however, that such Earn Out Shares shall be deemed earned (and the applicable Triggering Event achieved) only if implied the value per share of SPAC Class A Common Stock in the Company Sale at the time of first announcement of the Company Sale (as determined by the SPAC Board) equals or exceeds $12.00, $15.00 or $18.00, as applicable, as adjusted pursuant to Section 3.03(b) below. (c) Following The price targets included in the Closingdefinitions of Triggering Event I, Triggering Event II and Triggering Event III shall be equitably adjusted as appropriate to reflect any stock splits, reverse stock splits, stock dividends (including during the twenty-four (24) months following the Closingany dividend or distribution of securities convertible into SPAC Class A Common Stock), the Surviving Pubco and its Subsidiariesextraordinary cash dividend, including the Acquired Companiesreorganization, will be entitled to operate their respective businesses based upon the business requirements recapitalization, reclassification, combination, exchange of the Surviving Pubco and its Subsidiaries. Each of the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be permitted following the Closing, including during the twenty-four (24) months following the Closing, to make changes in its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions that may have an impact on the Earn Out Units becoming Earned Earn Out Units, and none of the Company Equity Holders (nor the Company Securityholder Representative on their behalf) will have any right to claim the loss of all or any portion of an Earn Out Units shares or other damages as a result of such decisions so long as such changes are not made like change or transaction with the primary intent respect to reduce the amount of any Earn Out Units that would otherwise be deliverable to Company Equity HoldersSPAC Class A Common Stock. (d) In At all times during the event that there is Earnout Period, the SPAC shall keep available for issuance a Company Sale after sufficient number of shares of unissued SPAC Class A Common Stock to permit the Closing and prior SPAC to the date that is twenty-four (24) months following the Closing Date, 100% of the Earn Out Units (to the extent not already issued pursuant to the terms of Section 2.2 and this Section 2.6) shall be deemed earned and issuable to the Company Equity Holders, notwithstanding the non-satisfaction of any of the applicable thresholds satisfy in full its issuance obligations set forth in this Section 2.6(a)3.03 and shall take all actions reasonably required (including by convening any stockholder meeting) to increase the authorized number of SPAC Class A Common Stock if at any time there shall be insufficient unissued SPAC Class A Common Stock to permit such reservation. (e) For purposes hereofDuring the Earnout Period, the SPAC shall use commercially reasonable efforts for the SPAC to remain listed as a “Company Sale” means public company on, and for the occurrence of any SPAC Class A Common Stock (including, when issued, the Earn Out Shares) to be tradable over the national securities exchange (as defined under Section 6 of the following events, in each case solely in Exchange Act) on which the event that the implied per share consideration received by the shareholders shares of the Surviving Pubco in any such Company Sale is greater than the Per Share Price:SPAC Class A Common Stock are then listed.

Earn-Out. (a) Subject In addition to the Closing Purchase Price, JAKKS Pacific shall pay the Earn-Out to the Agent in the form of Common Stock for the benefit and account of the several Shareholders in the amount and payable in the manner and upon the terms and conditions of this Section 2.6, the Earn set forth below: (a) The Earn-Out Units for each Earn-Out Year shall be issuable to determined by the Company Equity Holders increase, if any, in accordance with Kidz Biz Sales for such Earn-Out Year over the terms prior year's Kidz Biz Sales, expressed as a percentage of Section 2.2 the prior year's Kidz Biz Sales (the "Percentage Y/O/Y Increase"), and shall be earned and payable as follows (any such issuable Earn Out Units, “Earned Earn Out Units”):follows: (i) if at any time during the twelve (12) months following the Closing the VWAP of the Surviving Pubco Class A Shares Percentage Y/O/Y Increase is greater less than or equal to $12.50 over any twenty five (205%) Trading Days within any thirty- (30-) Trading Day periodpercent, 50% of there will be no Earn-out Payment for the Earn Earn-Out Units; andYear; (ii) if at any time during the twenty-four (24) months following the Closing the VWAP of the Surviving Pubco Class A Shares Percentage Y/O/Y Increase is greater than five (5%) percent but less than or equal to $14.00 over any 20 Trading Days within any 30ten (10%) percent, the Earn-Trading Day period, 100% of the Earn out Payment for such Earn-Out Units. Notwithstanding anything to the contrary set forth in this Agreement, Year will equal the number of Earn Out Units shares of Common Stock equal to be issued pursuant to this Section 2.6 shall be limited such that in no event shall the Company Equity Holders receive more than 100% product of the Earn Out Units. The Surviving Pubco Class A Share price targets in clauses (i) a fraction the numerator of which is five (5%) percent and the denominator of which is the excess of the Percentage Y/O/Y Increase over five (5%) percent and (ii) shall 25,749 shares of Common Stock; and (iii) if the Percentage Y/O/Y Increase is greater than ten (10%) percent, the Earn-out Payment for such Earn-Out Year will be equitably adjusted for stock splits, stock dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Surviving Pubco Class A Shares after the date 25,749 shares of this Agreement (other than in respect of issuances of Surviving Pubco Class A Shares in connection with (i) any Additional Equity Financing or (ii) the issuance of the Equity Consideration (including the Estimated Equity Consideration))Common Stock. (b) In the event of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii)The Earn-Out Shares, if any, for each Earn-Out Year shall be delivered as soon as practicable (practicable, but in any event within five not later than sixty (560) Business Days) days, after the end of such satisfaction, the Surviving Pubco will deliver to the Company Securityholder Representative a written statement (each, a “Stock Price Earn-Out Statement”) that sets forth (i) the VWAP over the applicable 20-Trading Day period and (ii) the calculation of the amount of Earned Earn Out Units in connection therewith. Any Earned Earn Out Units issuable as a result of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii) shall be issued to the Company Equity Holders in accordance with Section 2.2 and the Earn Out Payout Schedule within five (5) Business Days after such satisfactionYear. (c) Following On each Earn-Out Payment Date, JAKKS Pacific shall pay the ClosingEarn-Out, including during if any, for the twentyapplicable Earn-four Out Year to the Agent (24) months following for the Closing, the Surviving Pubco benefit and its Subsidiaries, including the Acquired Companies, will be entitled to operate their respective businesses based upon the business requirements account of the Surviving Pubco and its Subsidiaries. Each several Shareholders) in the manner provided in a Notice given to JAKKS Pacific pursuant to Section 3.2 or, if no such Notice is given, by delivering share certificates for the Earn-Out Shares in the names of each Shareholder to the Agent, each certificate to be for the same proportion of the Surviving Pubco and its Subsidiaries, including Earn-Out Shares for that Earn-Out Year as the Acquired Companies, will be permitted following the Closing, including during the twentyproportion of Earn-four (24) months following the Closing, to make changes Out Shares received by such Shareholder in its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions that may have an impact on the Earn Out Units becoming Earned Earn Out Units, and none payment of the Company Equity Holders (nor last preceding Earn-Out Payment, or if no preceding Earn-Out Payment has then been made, for the Company Securityholder Representative same proportion of the Earn-Out Shares as the proportion of the JAKKS Pacific Shares received by such Shareholder on their behalf) will have any right to claim the loss of all or any portion of an Earn Out Units or other damages as a result of such decisions so long as such changes are not made with the primary intent to reduce the amount of any Earn Out Units that would otherwise be deliverable to Company Equity HoldersClosing. (d) In the event that there JAKKS Pacific ceases to control Kidz Biz UK or Far East and David Lipman's employment is a Company Sale after terminated without "cause" by Kidz Biz UK xx xx Xxxxx Xipman for "good reason" (as such terms are used in the Closing and Employmexx Xxxxxxxxx) prior to the date end of the term of the Employment Agreement, JAKKS Pacific shall within ten (10)business days thereafter deliver to the Agent for the benefit and account of the Shareholders 25,749 shares of Common Stock in respect of the then current Earn-Out Year in which such events occur in full satisfaction of the Earn-Out obligation for such Earn-Out Year, and 25,749 shares of Common Stock in respect of each Earn-Out Year thereafter, such delivery to occur within thirty (30) days after the end of the relevant subsequent Earn-Out Year, if any, provided, however, that is twenty-four (24) months following if such termination occurs after the third anniversary of the Closing Dateunder this Agreement, 100% the number of shares of Common Stock thereafter deliverable on account of the Earn Earn-Out Units (to shall equal the extent not already issued pursuant to the terms average number of Section 2.2 and this Section 2.6) shall be deemed earned and issuable to the Company Equity Holders, notwithstanding the non-shares of Common Stock delivered in satisfaction of any of the applicable thresholds set forth in Section 2.6(a)Earn-Out obligation, if any, during the Earn-Out Years ending prior to such termination. (e) For purposes hereof, a “Company Sale” means the occurrence of any of the following events, in each case solely in the event that the implied per share consideration received by the shareholders of the Surviving Pubco in any such Company Sale is greater than the Per Share Price:

Earn-Out. (a) Subject to In the terms and conditions of this Section 2.6, event the Earn Out Units Revenue exceeds any of following thresholds, the Buyer shall be issuable issue the Earn Out Shareholders such number of additional shares of Buyer Common Stock as follows, subject to the Company Equity Holders Buyer’s right of set-off in accordance with Section 2.03(c), as an earn out payment (the terms of Section 2.2 as follows (any such issuable “Earn Out Units, “Earned Earn Out UnitsPayment”): (i) if at any time during in the twelve (12) months following event the Closing the VWAP of the Surviving Pubco Class A Shares Earn Out Revenue is greater than or equal to $12.50 over any twenty (20) Trading Days within any thirty- (30-) Trading Day period80%, 50% but less than 90%, of the Projected Revenue, the Buyer shall issue, in the aggregate, an additional 500,000 shares of Buyer Common Stock to the Earn Out Units; andShareholders in accordance with each Earn Out Shareholder’s Earn Out Proportion; (ii) if at any time during in the twenty-four (24) months following event the Closing the VWAP of the Surviving Pubco Class A Shares Earn Out Revenue is greater than or equal to $14.00 over any 20 Trading Days within any 30-Trading Day period90%, but less than 100%, of the Projected Revenue, the Buyer shall issue, in the aggregate, an additional 1,000,000 shares of Buyer Common Stock to the Earn Out Shareholders in accordance with each Earn Out Shareholder’s Earn Out Proportion; (iii) in the event the Earn Out Revenue is greater than or equal to 100%, but less than 125%, of the Projected Revenue, the Buyer shall issue, in the aggregate, an additional 1,500,000 shares of Buyer Common Stock to the Earn Out Shareholders in accordance with each Earn Out Shareholder’s Earn Out Proportion; (iv) in the event the Earn Out Revenue is greater than or equal to 125%, but less than 150%, of the Projected Revenue, the Buyer shall issue, in the aggregate, an additional 2,500,000 shares of Buyer Common Stock to the Earn Out Shareholders in accordance with each Earn Out Shareholder’s Earn Out Proportion; or (v) in the event the Earn Out Revenue is greater than or equal to 150% of the Projected Revenue, the Buyer shall issue, in the aggregate, an additional 3,500,000 shares of Buyer Common Stock to the Earn Out UnitsShareholders in accordance with each Earn Out Shareholder’s Earn Out Proportion. Notwithstanding anything any provision of this Agreement to the contrary set forth in contrary, if the Earn Out Revenue is less than 80% of the Projected Revenue, the Buyer shall not be obligated to pay, and the Earn Out Shareholders shall not be entitled to receive, any Earn Out Payment. If the Buyer becomes obligated to make an Earn Out Payment under this Agreement, the number of shares issuable in respect of such Earn Out Units Payment is subject to be issued pursuant to this Section 2.6 shall be limited such that an appropriate adjustment in no the event shall the Company Equity Holders receive more than 100% of the Earn Out Units. The Surviving Pubco Class A Share price targets in clauses (i) and (ii) shall be equitably adjusted for any stock splits, stock dividendscombinations, reclassifications, mergers, reorganizations, combinations, recapitalizations and consolidations or similar transactions affecting in respect of the Surviving Pubco Class A Shares Buyer Common Stock occurring after the date of this Agreement (other than in respect of issuances of Surviving Pubco Class A Shares in connection with (i) any Additional Equity Financing or (ii) the issuance of the Equity Consideration (including the Estimated Equity Consideration))Agreement. (b) In the event of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii), as soon as practicable (but in any event within five (5) Business Days) after such satisfaction, the Surviving Pubco will deliver Buyer is obligated to the Company Securityholder Representative a written statement (each, a “Stock Price Earn-Out Statement”) that sets forth (i) the VWAP over the applicable 20-Trading Day period and (ii) the calculation of the amount of Earned make an Earn Out Units in connection therewith. Any Earned Earn Out Units issuable as a result of the satisfaction of the threshold set forth in Section 2.6(a)(i) or the threshold set forth in Section 2.6(a)(ii) shall be issued Payment to the Company Equity Holders in accordance with Section 2.2 and the Earn Out Payout Schedule within five (5) Business Days Shareholders pursuant to Section 2.03(a), the Buyer shall issue such shares of Buyer Common Stock on the later of 60 days after such satisfactionthe first anniversary of the Closing Date or the date that the Earn Out Payment is finally determined pursuant to Section 2.08 of this Agreement. (c) Following Subject to Section 6.05, in the Closing, including during event that it is finally determined pursuant to Article VI that any Earn Out Shareholder is required to pay any amount to the twenty-four (24) months following Buyer with respect to its indemnification obligations under this Agreement or the ClosingTax Deed, the Surviving Pubco and its SubsidiariesBuyer shall have the right to set-off such amounts against any shares of Buyer Common Stock that may be issuable as an Earn Out Payment, including which shares of Buyer Common Stock shall be valued for this purpose at the Acquired CompaniesPrice Per Share; provided, will be entitled to operate their respective businesses based upon however, that the business requirements of the Surviving Pubco and its Subsidiaries. Each of the Surviving Pubco and its Subsidiaries, including the Acquired Companies, will be permitted following the Closing, including during the twenty-four (24) months following the Closing, to make changes in its sole discretion to its operations, organization, personnel, accounting practices and other aspects foregoing shall not relieve any Earn Out Shareholder of its business, including actions obligation to pay any amounts due to the Buyer in full or otherwise limit the Buyer’s rights and remedies hereunder to the extent that may have an impact on the number of shares of Buyer Common Stock set-off do not fully satisfy such Earn Out Shareholder’s indemnification obligation. In the event the Buyer exercises its right pursuant to this Section 2.03(c) to set-off any shares of Buyer Common Stock that the Earn Out Units becoming Earned Earn Out Units, and none of the Company Equity Holders (nor the Company Securityholder Representative on their behalf) will have any right Shareholders are entitled to claim the loss of all or any portion of receive with respect to an Earn Out Units or other damages as a result of Payment, the Buyer’s obligation to issue such decisions so long as set-off shares shall be deemed fully satisfied and the Buyer shall have no further obligation to issue any such changes are not made with the primary intent to reduce the amount of any shares hereunder and each Earn Out Units Shareholder’s indemnification obligations shall be deemed satisfied to the extent that would otherwise be deliverable to Company Equity Holdersthe number of shares of Buyer Common Stock set-off satisfy such Earn Out Shareholder’s indemnification obligations. (d) In Subject to Section 6.05, in the event that there is a Company Sale after the Closing and Buyer has made any claim or claims for indemnification pursuant to this Agreement, which claim or claims have not been resolved or satisfied prior to the date that is twenty-four (24) months following the Closing Date, 100% of the any Earn Out Units (Payment would otherwise be payable hereunder, the Buyer shall issue such number of shares of Buyer Common Stock as payment for any Earn Out Payment as are equal to the extent not already issued aggregate Dollar value of such claims or disputed amount (or the Buyer’s reasonable estimate thereof) divided by the Price Per Share, to the Escrow Agent to be held in the Escrow Account pursuant to the Escrow Agreement until such time (subject to the terms of Section 2.2 and this Section 2.6the Escrow Agreement) shall be deemed earned and issuable to the Company Equity Holders, notwithstanding the non-satisfaction of any of the applicable thresholds set forth in Section 2.6(a)as such claims or dispute have been finally resolved. (e) For purposes hereofThe Buyer shall not intentionally take or omit to take, a “or permit the Company Sale” means to intentionally take or intentionally omit to take, any action the occurrence primary purpose of any which is to (i) reduce the amount of the following eventsEarn Out Payment, in each case solely if any, payable by the Buyer (ii) eliminate the Buyer’s obligation to make the Earn Out Payment or (c) materially prejudice or restrict the Earn Out Shareholders’ ability to achieve or maximize the Earn Out Revenue; provided, however, that the foregoing shall not prohibit the Buyer or the Company from operating the Business in the event that ordinary course and making such changes to the implied per share consideration received by Business as the shareholders Buyer may determine in good faith based upon market or other circumstances, which changes include, but are not limited to, staff reductions, restructuring for post-Closing combined operations and the possible further reduction of the Surviving Pubco in any such Company Sale is greater than the Per Share Price:resources if Earn Out Revenue falls short of projections.