Common use of Earn-Out Clause in Contracts

Earn-Out. (a) In addition to the Closing Date Buyer Shares and the Holdback Shares, Sellers shall be eligible to receive an earn-out payment of an aggregate of $2,164,451 payable in cash (the “Milestone Payment”) following the closing if Buyer receives approval of a 505(b)(1) New Drug Application (or NDA), a 505(b)(2) New Drug Application (or NDA), a Premarket Approval Application (or PMA) or a 510(k) Premarket Notification by the U.S. Food and Drug Administration with respect to any product developed by the Company prior to the Closing Date, which, for the avoidance of doubt, shall include any product substantially derived from a product developed by Jade prior to the Closing Date and any other product covered by a claim of a Jade patent filed prior to the Closing Date (each, an “FDA Approval”). (b) Buyer shall promptly notify Seller Representative after an FDA Approval has been received. Within 30 days of notification by Buyer to Seller Representative of the receipt of a FDA Approval, Buyer shall pay or cause to be paid the Milestone Payment in cash by wire transfer of immediately available funds to a bank account designated by Seller Representative in writing. (c) Subject to the terms of this Agreement and the other Transaction Documents, subsequent to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Company. (d) Buyer shall have the right to withhold and set off against any amount otherwise due to be paid pursuant to this Section 2.03 (i) the amount of any Post-Closing Adjustment owed to it pursuant to Section 2.05, (ii) the amount of any claim for indemnification or payment of damages to which Buyer may be entitled under this Agreement or any of the other Transaction Documents and (iii) if Buyer enters into a binding license agreement with the University of Utah prior to the Holdback Release Date that is related to negotiations that were initiated by Jade prior to the Closing (the “University Agreement”), an amount equal to $106,502.87. (e) The parties hereto understand and agree that (i) the contingent rights to receive the Milestone Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, by charitable donation to a non-profit entity or by assignment to a family corporation or similar entity, and do not constitute an equity or ownership interest in Buyer or the Company, (ii) Sellers shall not have any rights as securityholders of Buyer or the Company as a result of Sellers’ contingent right to receive the Milestone Payment hereunder, and (iii) no interest is payable with respect to the Milestone Payment.

Earn-Out. (a) In Following the Closing, in addition to the Closing Date Buyer Shares and Transaction Consideration, if a Triggering Event shall occur during the Holdback SharesEarn Out Period, Sellers then within five Business Days after the occurrence of such Triggering Event, Parent shall issue or cause to be eligible issued to receive an earn-out payment of an aggregate of $2,164,451 payable in cash (the “Milestone Payment”) following the closing if Buyer receives approval of a 505(b)(1) New Drug Application (or NDA), a 505(b)(2) New Drug Application (or NDA), a Premarket Approval Application (or PMA) or a 510(k) Premarket Notification by the U.S. Food and Drug Administration with respect to any product developed by the Company prior to Holders, in accordance with the Closing DateMerger Consideration Allocation Schedule, whichvalidly issued, for the avoidance of doubt, shall include any product substantially derived from a product developed by Jade prior to the Closing Date fully paid and any other product covered by a claim of a Jade patent filed prior to the Closing Date (each, an “FDA Approval”)nonassessable Earn Out Shares. (b) Buyer shall promptly notify Seller Representative after an FDA Approval has been received. Within 30 days If a Change of notification by Buyer Control of Parent occurs during the Earn Out Period that will result in the holders of Parent Common Stock receiving a per share price equal to Seller Representative or in excess of $18.00, then, immediately prior to the consummation of such Change of Control, all of the receipt Earn Out Shares shall be issued and shall be allocated as set forth on the Merger Consideration Allocation Schedule, and the holders of such Earn Out Shares shall be eligible to participate in such Change of Control. For the purposes of this Agreement, a FDA Approval“Change of Control” shall have been deemed to occur with respect to Parent upon: (i) a sale, Buyer shall pay lease, license or cause other disposition, in a single transaction or a series of related transactions, of 50% or more of the assets of Parent and its Subsidiaries, taken as a whole; (ii) a merger, consolidation or other Business Combination of Parent resulting in any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date) acquiring at least 50% of the combined voting power of the then outstanding securities of Parent or the surviving Person outstanding immediately after such combination; or (iii) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date) obtaining beneficial ownership (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of the voting stock of Parent representing more than 50% of the voting power of the capital stock of Parent entitled to be paid vote for the Milestone Payment in cash by wire transfer election of immediately available funds to a bank account designated by Seller Representative in writingdirectors of Parent. (c) Subject The Earn Out Shares and the Triggering Event 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 Parent Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to shares of Parent Common Stock, occurring on or after the date hereof and prior to the terms of this Agreement and the other Transaction Documents, subsequent time any such Earn Out Shares are delivered to the ClosingCompany Holders, Buyer shall have sole discretion with regard to all matters relating to the operation of the Companyif any. (d) Buyer shall have Parent shall, at all times, keep available for issuance a sufficient number of unissued shares of Parent Common Stock to permit Parent to issue the right to withhold and set off against any amount otherwise due to be paid pursuant to this Section 2.03 (i) the amount of any Post-Closing Adjustment owed to it pursuant to Section 2.05, (ii) the amount of any claim for indemnification or payment of damages to which Buyer may be entitled under this Agreement or any of the other Transaction Documents and (iii) if Buyer enters into a binding license agreement with the University of Utah prior to the Holdback Release Date that is related to negotiations that were initiated by Jade prior to the Closing (the “University Agreement”), an amount equal to $106,502.87. (e) The parties hereto understand and agree that (i) the contingent rights to receive the Milestone Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, by charitable donation to a non-profit entity or by assignment to a family corporation or similar entityEarn Out Shares, and do not constitute an equity or ownership interest in Buyer or Parent shall take all actions required to increase the Company, (ii) Sellers authorized number of shares of Parent Common Stock if at any time there shall not have any rights as securityholders be insufficient unissued shares of Buyer or the Company as a result of Sellers’ contingent right Parent Common Stock to receive the Milestone Payment hereunder, and (iii) no interest is payable with respect to the Milestone Paymentpermit such reservation.

Earn-Out. (a) In addition The Earn Out shall be payable upon the occurrence of certain events. A payout of 75,000 shares of the common stock of USI shall be issued to the Closing Date Seller (or, subject to compliance with applicable state and federal securities laws, its assigns) in the event that Buyer Shares achieves net sales of products manufactured at the Lake Odessa, Michigan facility or any successor location (the "Michigan Facility") of at least $1,500,000 for any trailing twelve (12) month period ending not later than April 30, 1999 and commencing not earlier than May 1, 1996 (the Holdback Shares"Measuring Period"). In the event that the net sales of Buyer reach $2,000,000 during this Measuring Period, Sellers then the Seller (or, subject to compliance with applicable state and federal securities laws, its assigns) is entitled to be issued an additional payout of 75,000 shares of USI's common stock. Any such shares shall be eligible to receive an earn-out payment issued within thirty (30) days of an aggregate of $2,164,451 payable in cash (the “Milestone Payment”) following the closing if receipt by Buyer receives approval of a 505(b)(1report from its regularly engaged accountants confirming that the appropriate net sales amounts have been achieved during the Measuring Period. Stockholders shall have access to the financial books and records of Buyer solely for the purpose of determining whether such Earn Out net sales numbers have been achieved and upon written notice from the Stockholders that they believe such Earn Out net sales numbers have been achieved, Buyer shall instruct its regularly engaged accounts to examine such net sales and to use all reasonable efforts to issue a report to Buyer within thirty (30) New Drug Application (or NDA), a 505(b)(2) New Drug Application (or NDA), a Premarket Approval Application (or PMA) or a 510(k) Premarket Notification by days of the U.S. Food and Drug Administration Stockholders' notice to Buyer with respect to any product developed by the Company prior to the Closing Datesuch net sales. Net sales shall be calculated in accordance with generally accepted accounting principles, which, except that for the avoidance of doubt, purposes hereof net sales shall include any product substantially derived from a product developed by Jade prior to the Closing Date and any other product covered by a claim of a Jade patent filed prior to the Closing Date (each, an “FDA Approval”). (b) Buyer shall promptly notify Seller Representative after an FDA Approval only those sales for which payment has been receivedreceived by Buyer; provided, however, such collection requirement shall not apply with respect to net sales by USI or any of its affiliated entities (other than the Buyer) of products manufactured at the Michigan Facility. Within 30 days If USI at any time subdivides by any stock split or stock dividend its outstanding shares of notification by Buyer to Seller Representative common stock into a greater number of shares, then the receipt number of a FDA Approval, Buyer shall pay or cause to be paid the Milestone Payment in cash by wire transfer shares of immediately available funds to a bank account designated by Seller Representative in writing. (c) Subject to the terms of this Agreement and the other Transaction Documents, subsequent to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Company. (d) Buyer shall have the right to withhold and set off against any amount otherwise due to be paid pursuant USI common stock subject to this Section 2.03 (i) the amount 7.1 shall be proportionately increased. If USI at any time combines by any reverse stock split or similar mechanism its outstanding shares of any Post-Closing Adjustment owed to it pursuant to Section 2.05, (ii) the amount of any claim for indemnification or payment of damages to which Buyer may be entitled under this Agreement or any of the other Transaction Documents and (iii) if Buyer enters common stock into a binding license agreement with smaller number of shares, then the University number of Utah prior shares of USI common stock subject to the Holdback Release Date that is related to negotiations that were initiated by Jade prior to the Closing (the “University Agreement”), an amount equal to $106,502.87this Section 7.1 shall be proportionately decreased. (e) The parties hereto understand and agree that (i) the contingent rights to receive the Milestone Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, by charitable donation to a non-profit entity or by assignment to a family corporation or similar entity, and do not constitute an equity or ownership interest in Buyer or the Company, (ii) Sellers shall not have any rights as securityholders of Buyer or the Company as a result of Sellers’ contingent right to receive the Milestone Payment hereunder, and (iii) no interest is payable with respect to the Milestone Payment.

Earn-Out. The Purchaser shall, pursuant to an agreement to be entered into with the Escrow Agent (athe "Earn Out Escrow Agreement") In addition to deposit the Earn Out Deposit upon the Closing Date Buyer Shares and the Holdback Shares, Sellers shall be eligible to receive an earn-out payment of an aggregate of $2,164,451 payable in cash into a segregated interest bearing escrow account (the “Milestone Payment”"Earn Out Escrow Account") following the closing if Buyer receives approval of a 505(b)(1) New Drug Application (or NDA), a 505(b)(2) New Drug Application (or NDA), a Premarket Approval Application (or PMA) or a 510(k) Premarket Notification to be held by the U.S. Food and Drug Administration with respect to any product developed by the Company prior to the Closing Date, which, Escrow Agent for the avoidance of doubt, shall include any product substantially derived from a product developed by Jade prior to the Closing Date and any other product covered by a claim of a Jade patent filed prior twelve (12) months subsequent to the Closing Date (eachthe "Escrow Term") in accordance with the provisions of Section 16(b)(iv) above and the provisions hereinbelow set forth. In the event that the Purchaser sells during the period commencing May 1, an “FDA Approval”1998 and terminating twelve (12) months after the Closing (the "Earn Out Selling Period") Fourteen Hundred (1,400) "Qualifying Units" (as that term is hereinafter defined). (b) Buyer shall promptly notify Seller Representative after an FDA Approval has been received. Within 30 days of notification by Buyer to Seller Representative of , the receipt of a FDA Approval, Buyer shall pay or cause to Company will be paid the Milestone Payment in cash by wire transfer of immediately available funds to a bank account designated by Seller Representative in writing. (c) Subject entitled to the terms of this Agreement and entire Earn Out Deposit. As used herein, a sale by the other Transaction DocumentsPurchaser during the Escrow Selling Period after the Closing, subsequent or a sale by the Company during the Escrow Selling Period prior to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of one (1) of the Company. 's "Helios" projectors, one (d1) Buyer shall have the right to withhold of its "Kronos" projectors or two (2) of its "CRT" projectors at prices and set off against any amount otherwise due upon such terms and conditions to be paid pursuant mutually agreed upon by the Purchaser and the Company from time to this Section 2.03 (i) time, shall be deemed to be a sale of a Qualifying Unit. At such time as the amount Purchaser has effected the sale during the Escrow Selling Period of any Post-Closing Adjustment owed to it pursuant to Section 2.05, (ii) the amount of any claim for indemnification or payment of damages to which Buyer may be entitled under this Agreement or any of the other Transaction Documents and (iii) if Buyer enters into a binding license agreement with the University of Utah prior to the Holdback Release Date that is related to negotiations that were initiated by Jade prior 100 Qualifying Units subsequent to the Closing in the manner described herein, the Company shall be entitled to receive One Million ($1,000,000) Dollars from the “University Agreement”)Earn Out Escrow Account. Thereafter, the Company shall be entitled to receive a pro rata share of the remaining balance of the Earn Out Deposit for each Qualifying Unit sold during the Escrow Selling Period up to the sale of an amount equal to $106,502.87. (e) The additional 1,300 Qualifying Units; provided, however, that the parties hereto understand and agree that (i) the contingent rights to receive the Milestone Payment shall not be represented any sale by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, by charitable donation to a non-profit entity or by assignment to a family corporation or similar entity, and do not constitute an equity or ownership interest in Buyer or the Company, (ii) Sellers shall not have any rights as securityholders of Buyer or the Company as a result of Sellers’ contingent right to receive the Milestone Payment hereunder, and (iii) no interest is payable with respect to the Milestone Payment.the

Earn-Out. (a) In addition to Upon the Closing Date Buyer Shares and Surviving Corporation’s or Parent’s first acceptance of the Holdback Shares, Sellers shall be eligible to receive an earn-out payment of an aggregate of $2,164,451 payable in cash (the “Milestone Payment”) following the closing if Buyer receives approval filing of a 505(b)(1) New Drug Application (or “NDA), a 505(b)(2“) New Drug Application (or NDA), a Premarket Approval Application (or PMA) or a 510(k) Premarket Notification by seeking the U.S. United States Food and Drug Administration (“FDA“) approval of Treanda for the treatment of non-Xxxxxxxx lymphoma (“NHL“) or chronic lymphocytic leukemia (“CLL“), Parent shall: (i) within five (5) days of such filing provide the Stockholders’ Representatives with respect to any product developed by written notice thereof in accordance with Section 11.5 of this Agreement, (ii) on or before ten (10) days following the Company prior to occurrence of such filing deposit with the Closing Date, whichPayment Agent, for the avoidance benefit of doubt, shall include any product substantially derived from a product developed by Jade prior to the Closing Date and any Stockholders (other product covered by a claim than holders of a Jade patent filed prior to the Closing Date (eachDissenting Shares), an “FDA Approval”). aggregate amount of fifteen million dollars (b$15,000,000) Buyer shall promptly notify Seller Representative after an FDA Approval has (less any amount thereof, if any, which would otherwise have been received. Within 30 days payable to holders of notification by Buyer to Seller Representative of the receipt of a FDA Approval, Buyer shall pay or cause to be paid the Milestone Payment in cash Dissenting Shares) by wire transfer of immediately available funds and (iii) cause the Payment Agent to pay to each Stockholder (other than holders of Dissenting Shares), a bank account designated cash amount, without interest, equal to such Stockholder’s applicable pro-rata percentage of such amount as set forth on Exhibit F hereof. (b) Upon receipt of FDA Approval for the treatment of NHL or CLL, Parent shall: (i) within five (5) days of such approval provide the Stockholders’ Representatives with written notice thereof in accordance with Section 11.5 of this Agreement, (ii) on or before ten (10) days following the occurrence of such approval deposit with the Payment Agent, for the benefit of the Stockholders (other than holders of Dissenting Shares), an aggregate amount of twenty-five million dollars ($25,000,000) (less any amount thereof, if any, which would otherwise have been payable to holders of Dissenting Shares) by Seller Representative in writingwire transfer of immediately available funds and (iii) cause the Payment Agent to pay to each Stockholder (other than holders of Dissenting Shares), a cash amount, without interest, equal to such Stockholder’s applicable pro-rata percentage of such amount as set forth on Exhibit F hereof. (c) Subject to For the terms purposes of this Agreement and the other Transaction Documents, subsequent to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Company.Section 2.2, (d) Buyer shall have the right to withhold and set off against any amount otherwise due to be paid pursuant to this Section 2.03 (i) the amount of any Post-Closing Adjustment owed to it distributions made by Parent pursuant to Section 2.05, Sections 2.2(a) and (b) shall hereinafter sometimes be referred to individually as an “Earn Out Payment“ and collectively as the “Earn Out Payments”; and (ii) the amount occurrence of any claim for indemnification or payment of damages to which Buyer may be entitled under this Agreement or any of the other Transaction Documents events described in Sections 2.2(a) and (iiib) if Buyer enters into a binding license agreement with the University of Utah prior that require payment shall hereinafter sometimes be referred to the Holdback Release Date that is related to negotiations that were initiated by Jade prior to the Closing (individually as an “Earn Out Event“ and collectively as the “University AgreementEarn Out Events”), an amount equal to $106,502.87. (e) The parties hereto understand and agree that (i) the contingent rights to receive the Milestone Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, by charitable donation to a non-profit entity or by assignment to a family corporation or similar entity, and do not constitute an equity or ownership interest in Buyer or the Company, (ii) Sellers shall not have any rights as securityholders of Buyer or the Company as a result of Sellers’ contingent right to receive the Milestone Payment hereunder, and (iii) no interest is payable with respect to the Milestone Payment.

Earn-Out. (a) In Following the Closing, in addition to the Closing Date Buyer Shares consideration to be received pursuant to Section 3.02 and Section 3.04 and as part of the Holdback Sharesoverall Aggregate Transaction Consideration, Sellers shall be eligible to receive an earn-out payment of an aggregate of $2,164,451 payable in cash (if, at any time during the “Milestone Payment”) period following the closing if Buyer receives approval Closing and expiring on the third anniversary of a 505(b)(1) New Drug Application (or NDA), a 505(b)(2) New Drug Application (or NDA), a Premarket Approval Application (or PMA) or a 510(k) Premarket Notification by the U.S. Food and Drug Administration with respect to any product developed by the Company prior to the Closing Date, which(i) the VWAP of New Parent Common Stock shall be greater than or equal to $14.00 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days 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 avoidance valuation of doubtsuch 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 include any product substantially derived from 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 product developed by Jade 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 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 (30) days following the date 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 any other product covered by a claim of a Jade patent filed prior to the Closing Date (each, an “FDA Approval”otherwise in accordance with Treasury Regulation §1.409A-3(i)(5)(iv)(A)). (b) Buyer If the Earn-Out Target shall promptly notify Seller Representative not be not reached after an FDA Approval has been received. Within 30 days of notification by Buyer the Closing and prior to Seller Representative or as of the receipt third anniversary of a FDA Approvalthe Closing Date, Buyer the obligations in this Section 3.06 shall pay or cause to be paid the Milestone Payment in cash by wire transfer of immediately available funds to a bank account designated by Seller Representative in writingterminate and no longer apply. (c) Subject to the terms of this Agreement The Earn-Out Consideration and the other Transaction Documents, subsequent Earn-Out Target shall be adjusted to reflect appropriately the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Company. (d) Buyer shall have the right to withhold and set off against any amount otherwise due to be paid pursuant to this Section 2.03 (i) the amount effect of any Post-Closing Adjustment owed 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 it pursuant to Section 2.05New Parent Common Stock, (ii) occurring on or after the amount of any claim for indemnification or payment of damages to which Buyer may be entitled under this Agreement or any of the other Transaction Documents date hereof and (iii) if Buyer enters into a binding license agreement with the University of Utah prior to the Holdback Release Date that time any such Earn-Out Consideration is related to negotiations that were initiated by Jade prior delivered to the Closing (the “University Agreement”)Blocker Member, an amount equal to $106,502.87. (e) The parties hereto understand and agree that (i) the contingent rights to receive the Milestone Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, by charitable donation to a non-profit entity or by assignment to a family corporation or similar entity, and do not constitute an equity or ownership interest in Buyer or the Company, (ii) Sellers shall not have any rights as securityholders of Buyer or the Company as a result Members and the holders of Sellers’ contingent right to receive the Milestone Payment hereunderExchanged Options or Exchanged Units, and (iii) no interest is payable with respect to the Milestone Paymentif any.

Earn-Out. (a) In 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 Closing Date entitled thereto, PTIC II Class B Shares (and NewCo LLC shall issue a corresponding number of NewCo LLC Class B Units), in each case, in the manner set forth below to each NewCo LLC Class B Unitholder in accordance with the Allocation Schedule, free and clear of all Liens (other than any restrictions on transfer under applicable securities Law or under the Governing Documents of PTIC II) (the “Earn Out Shares”): (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 Closing Date Buyer Shares and the Holdback $12.50 Earn Out Shares, Sellers shall be eligible to receive an earna one-out payment time issuance of an aggregate of $2,164,451 payable in cash 2,000,000 Earn Out Shares (the “Milestone Payment$15.00 Earn Out Shares”); and (iii) following upon the closing if Buyer receives approval occurrence of a 505(b)(1) New Drug Application (or NDA)Triggering Event III, in addition to the $12.50 Earn Out Shares and $15.00 Earn Out Shares, a 505(b)(2) New Drug Application one-time issuance of 3,000,000 Earn Out Shares (or NDA), a Premarket Approval Application (or PMA) or a 510(k) Premarket Notification by the U.S. Food and Drug Administration with respect to any product developed by the Company prior to the Closing Date, which, for the avoidance of doubt, shall include any product substantially derived from a product developed by Jade prior to the Closing Date and any other product covered by a claim of a Jade patent filed prior to the Closing Date (each, an “FDA Approval$17.50 Earn Out Shares”). (b) Buyer shall promptly notify Seller The Company and the Sellers’ Representative after an FDA Approval has been received. Within 30 days of notification by Buyer to Seller Representative (on behalf of the receipt Rolling Company Unitholders) acknowledge and agree that if any specific Triggering Event has not occurred prior to the expiry of a FDA Approvalthe Earn Out Period, Buyer then no NewCo LLC Class B Unitholders shall pay or cause be entitled to be paid receive the Milestone Payment in cash by wire transfer of immediately available funds Earn Out Shares, applicable to a bank account designated by Seller Representative in writingsuch Triggering Event. (c) Subject If following the Closing and prior to the expiry of the 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 this Agreement 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 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 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; (ii) if the Company Sale Price for acquisition of the PTIC II Class A Shares is greater than or equal to $15.00 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 Shares and the other Transaction Documents, subsequent $15.00 Earn Out Shares (provided such shares have not previously been issued) to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation each NewCo LLC Class B Unitholder as of the CompanyClosing 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 Shares, the $15.00 Earn Out 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(c). (d) Buyer shall have Simultaneous with the right issuance of any Earn Out Shares by PTIC II to withhold and set off against any amount otherwise due to be paid the NewCo LLC Class B Unitholders pursuant to this Section 2.03 2.6, the Company shall issue and deliver a corresponding number of Earn Out Units, free and clear of all Liens (i) other than any restrictions on transfer under applicable securities Law or under the amount of any Post-Closing Adjustment owed to it pursuant to Section 2.05, (ii) the amount of any claim for indemnification or payment of damages to which Buyer may be entitled under this Agreement or any Governing Documents of the other Transaction Documents and (iiiCompany) if Buyer enters into a binding license agreement to the NewCo LLC Class B Unitholders as of the Closing Date in accordance with the University of Utah prior to the Holdback Release Date that is related to negotiations that were initiated by Jade prior to the Closing (the “University Agreement”), an amount equal to $106,502.87Allocation Schedule. (e) The parties hereto understand and agree that (i) the contingent rights to receive the Milestone Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, by charitable donation to a non-profit entity or by assignment to a family corporation or similar entity, and do not constitute an equity or ownership interest in Buyer or the Company, (ii) Sellers shall not have any rights as securityholders of Buyer or the Company as a result of Sellers’ contingent right to receive the Milestone Payment hereunder, and (iii) no interest is payable with respect to the Milestone Payment.

Earn-Out. (a) In addition to the Closing Date Buyer Shares payable and issuable at the Closing pursuant to this Section 2.1, the Shareholders shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.1(n). (i) The parties agree that, during the Earn-Out Period, (A) the operations previously conducted by the Company in the New York Region shall be conducted as a separate subsidiary or division of PentaStar with no other operations other than the operations of DSS, if acquired, (B) the Acquiror shall account for its operations in the New York Region in accordance with the accounting practices of PentaStar, (C) budgets (including for new hires, compensation and marketing shall be mutually constructed by PentaStar and the Holdback Sharesdesignee of Mr. Xxxxxx xxx Mr. Xxxxxxx (xx long as Mr. Xxxxxx xx Mr. Xxxxxxx xx employed by the Acquiror), Sellers which designee shall initially be Mr. Xxxxxx (xxould Mr. Xxxxxx xxxse to serve as designee while employed by the Acquiror or leave the employment of the Acquiror, such designee shall be eligible to receive an earn-out payment of an aggregate of $2,164,451 payable in cash (Mr. Xxxxxxx xx he is at that time employed by the “Milestone Payment”) following the closing if Buyer receives approval of a 505(b)(1) New Drug Application (or NDAAcquiror), a 505(b)(2(D) New Drug Application (or NDA), a Premarket Approval Application (or PMA) or a 510(k) Premarket Notification the business of the Acquiror shall be conducted by the U.S. Food Acquiror and/or PentaStar in the usual and Drug Administration ordinary course of PentaStar's business operations and neither the Acquiror nor PentaStar shall have any Liability to the Shareholders or any other Person for so conducting the business and (E) in operating the business of the Acquiror, the Acquiror and/or PentaStar may make decisions or take action with respect to the business of the Acquiror that impacts, directly or indirectly, positively or negatively, the potential benefit of the Earn-Out arrangement. If the Shareholders believe that the Acquiror and/or PentaStar has made a decision or taken an action which will have a material adverse effect on the potential benefit to the Shareholders of the Earn-Out arrangement, the Shareholders' Agent shall so notify PentaStar (which notice shall also set forth the Shareholders' belief as to the potential adverse effect thereof) within 10 Business Days of any product developed Shareholder having knowledge of such decision or action, and PentaStar and the Shareholders' Agent shall thereafter attempt in good faith to determine the most appropriate course of action to mitigate such adverse effect, if any. However, the parties further agree that, absent conduct engaged in by the Company Acquiror and/or PentaStar with the purpose of materially adversely affecting the potential benefit to the Shareholders of the Earn-Out arrangement, neither the Acquiror nor PentaStar shall have any Liability to the Shareholders or any other Person arising from or relating to its or their conduct of the business of the Acquiror or any decisions made or actions taken with respect to the business of the Acquiror, including, without limitation, those of the type contemplated by clauses (D) or (E) above or by the following paragraph. Nothing in this Agreement shall preclude PentaStar from simultaneously selling into the areas of the Acquiror's operations through other Subsidiaries or its own activities. The Acquiror shall not call on, solicit, market to or sell to any Person which, as of the date of the first contact with such Person, is an existing or prospective customer of PentaStar. For purposes of the foregoing, an "existing customer" shall mean a Person to whom a sale has been made by, or involving as agent for the seller, PentaStar (including for this purpose any Person or business acquired by PentaStar), through a Subsidiary or its own activities, within the one-year period prior to the Closing Date. For purposes of the foregoing, whicha "prospective customer" shall mean a Person whom PentaStar (including for this purpose any Person or business acquired by PentaStar), for through a Subsidiary or its own activities, has made a proposal to within the avoidance of doubt, shall include any product substantially derived from a product developed by Jade six-month period prior to the Closing Date and any other product covered by a claim date of a Jade patent filed prior to the Closing Date (each, an “FDA Approval”)this Agreement. (bii) Buyer As soon as reasonably practicable after January 31, 2002 and in any event by April 30, 2002, PentaStar shall determine the Earn-Out EBITA and the Growth Customer EBITA and prepare a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar's determination under this Section 2.1(n)(ii) shall be made in accordance with GAAP, on a basis consistent with the accounting practices of PentaStar. PentaStar shall promptly notify Seller Representative after an FDA Approval has been receivedprovide a copy of the Earn-Out Financial Statements to the Shareholders. The Shareholders and their representatives shall be given reasonable access to all documentation and work papers for the purpose of reviewing each Earn-Out Financial Statement. Within 30 days of notification by Buyer to Seller Representative after receipt of the receipt of a FDA ApprovalEarn-Out Financial Statements, Buyer shall pay or cause to be paid the Milestone Payment Shareholders shall, in cash by wire transfer of immediately available funds to a bank account designated by Seller Representative in writing. (c) Subject to the terms of this Agreement and the other Transaction Documents, subsequent to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Company. (d) Buyer shall have the right to withhold and set off against any amount otherwise due to be paid pursuant to this Section 2.03 (i) the amount of any Post-Closing Adjustment owed to it pursuant to Section 2.05, (ii) the amount of any claim for indemnification or payment of damages to which Buyer may be entitled under this Agreement or any of the other Transaction Documents and (iii) if Buyer enters into a binding license agreement with the University of Utah prior to the Holdback Release Date that is related to negotiations that were initiated by Jade prior to the Closing (the “University Agreement”), an amount equal to $106,502.87. (e) The parties hereto understand and agree that (i) the contingent rights to receive the Milestone Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, by charitable donation to a non-profit entity or by assignment to a family corporation or similar entity, and do not constitute an equity or ownership interest in Buyer or the Company, (ii) Sellers shall not have any rights as securityholders of Buyer or the Company as a result of Sellers’ contingent right to receive the Milestone Payment hereunder, and (iii) no interest is payable with respect to the Milestone Payment.a

Earn-Out. (a) In addition to the Closing Date Buyer Shares and Cash Portion of the Holdback SharesPurchase Price, Sellers the Company shall be eligible entitled to receive an earnthe Earn-out payment of an aggregate of $2,164,451 Out Amount determined and payable as provided in cash (the “Milestone Payment”) following the closing if Buyer receives approval of a 505(b)(1) New Drug Application (or NDA), a 505(b)(2) New Drug Application (or NDA), a Premarket Approval Application (or PMA) or a 510(k) Premarket Notification by the U.S. Food and Drug Administration with respect to any product developed by the Company prior to the Closing Date, which, for the avoidance of doubt, shall include any product substantially derived from a product developed by Jade prior to the Closing Date and any other product covered by a claim of a Jade patent filed prior to the Closing Date (each, an “FDA Approval”this Section 2.3(e). (bi) Buyer The parties agree that, during the Earn-Out Period, (A) the operations previously conducted by the Company in the Network Group Operations shall be accounted for by PentaStar so as to enable a calculation of the Earn-Out Amount (and the Company shall have access to the records relating thereto), (B) the Network Group Operations shall be accounted for in accordance with the accounting practices of PentaStar, (C) the business of the Acquiror shall be conducted by the Acquiror and/or PentaStar in the usual and ordinary course of PentaStar's business operations and neither the Acquiror nor PentaStar shall have any Liability to the Company or any other Person for so conducting the business and (D) in operating the business of the Network Group Operations, the Acquiror and/or PentaStar may make decisions or take action with respect to the business of the Network Group Operations that impacts, directly or indirectly, positively or negatively, the potential benefit of the Earn-Out arrangement. The parties further agree that, absent willful and wanton conduct engaged in by the Acquiror and/or PentaStar with the sole purpose of materially affecting the potential benefit to the Shareholders of the Earn-Out arrangement, neither the Acquiror nor PentaStar shall have any Liability to the Company or any other Person arising from or relating to its or their conduct of the business of the Acquiror or any decisions made or actions taken with respect to the business of the Acquiror, including, without limitation, those of the type contemplated by clauses (C) or (D) above. (ii) As soon as reasonably practicable after September 30, 2001 and in any event by December 10, 2001, PentaStar shall cause Arthxx Xxxexxxx X.X.P. ("Arthxx Xxxexxxx") xo determine (A) the Earn-Out EBITA and (B) prepare a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). Arthxx Xxxxxxxx'x xxxermination under this Section 2.3(e)(ii) shall be made in accordance with GAAP, on a basis consistent with the accounting practices of PentaStar. PentaStar shall cause Arthxx Xxxexxxx xx promptly notify Seller Representative after an FDA Approval has been receivedprovide a copy of the Earn-Out Financial Statements to PentaStar and the Company. Within 30 days of notification by Buyer to Seller Representative after receipt of the receipt Earn-Out Financial Statements, each of PentaStar and the Company shall, in a FDA Approvalwritten notice to the other, Buyer either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons under PentaStar's application of GAAP for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 30-day period shall pay or cause be deemed to be an acceptance by the Company or PentaStar, as the case may be, of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 30-day period, the dispute shall be resolved as provided in Section 2.3(f). The fees and expenses of Arthxx Xxxexxxx xxx the preparation of the Earn-Out Financial Statements shall be paid the Milestone Payment in cash by wire transfer of immediately available funds to a bank account designated by Seller Representative in writingPentaStar. (ciii) Subject Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(f), as the case may be (but in no event prior to December 31, 2001 if the Promissory Note, or any amount thereunder, is then outstanding), PentaStar shall pay the Earn-Out Amount, if any, to the Company (the time of such payment being referred to as the "Second Closing"). The Earn-Out Amount shall be payable, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof; provided, however, that the Earn-Out Amount, if any, shall be payable only in cash to the extent that (A) the amount due under the Promissory Note included in the Loan Documents has not become due and payable under the terms of this Agreement and the other Transaction Documents, subsequent to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Company. (d) Buyer shall have the right to withhold and set off against any amount otherwise due to be paid pursuant to this Section 2.03 (i) the amount of any Post-Closing Adjustment owed to it pursuant to Section 2.05, (ii) the amount of any claim for indemnification or payment of damages to which Buyer may be entitled under this Agreement or any of the other Transaction Documents and (iii) if Buyer enters into a binding license agreement with the University of Utah prior to the Holdback Release Date that is related to negotiations that were initiated by Jade prior to the Closing (the “University Agreement”), an amount equal to $106,502.87. (e) The parties hereto understand and agree that (i) the contingent rights to receive the Milestone Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, by charitable donation to a non-profit entity or by assignment to a family corporation or similar entity, and do not constitute an equity or ownership interest in Buyer or the Company, (ii) Sellers shall not have any rights as securityholders of Buyer or the Company as a result of Sellers’ contingent right to receive the Milestone Payment hereunder, and (iii) no interest is payable with respect to the Milestone Payment.Promissory Note

Earn-Out. (a) In addition the event that an Earn-Out Milestone is achieved by the applicable Earn-Out Milestone Deadline, Parent shall (i) promptly, but in any event within ten (10) Business Days, notify the Stockholders’ Representative of the achievement of such Earn-Out Milestone and (ii) subject to Section 8.10, make the Closing Date Buyer Shares applicable cash payment and issue, in accordance with Section 2.14(e), the Holdback Sharesapplicable aggregate amount of shares of Parent Stock, Sellers shall be eligible in each case calculated in accordance with Exhibit B attached hereto, up to receive an earn-out payment of an aggregate amount of $2,164,451 payable in cash (the “Milestone Payment”) following the closing if Buyer receives approval of a 505(b)(1) New Drug Application (or NDA), a 505(b)(2) New Drug Application (or NDA), a Premarket Approval Application (or PMA) or a 510(k) Premarket Notification by the U.S. Food and Drug Administration with respect to any product developed by the Company prior to the Closing Date, which, for the avoidance of doubt, shall include any product substantially derived from a product developed by Jade prior to the Closing Date and any other product covered by a claim of a Jade patent filed prior to the Closing Date 355,000,000 (each, an “FDA ApprovalEarn-Out Payment”, and collectively, the “Earn-Out Payments”), to the applicable Sellers (with respect to the portion of any Earn-Out Payment payable in shares of Parent Stock), and to the Payment Agent (with respect to the portion of any Earn-Out Payment payable in cash), for further distribution to the Sellers, the Contingent Payment Parties and the Contingent Bonus Recipients (if applicable), in accordance with Section 2.13; provided, however, that no Earn-Out Payments shall be made (1) in the event that either of the Key Individuals has ceased to be employed by Parent or one of its Affiliates or (2) if Parent shall have consented to a Key Individual providing services to Parent or its Affiliates as an independent contractor rather than as an employee, in the event that such Key Individual has ceased to be an independent contractor of Parent or its Affiliates (collectively, the “Service Condition”); provided, further, that the Service Condition shall not apply, and Parent shall continue to have the obligation to make the Earn-Out Payments, if the failure of the Service Condition to be satisfied results from (y) the death or Permanent Disability of a Key Individual or (z) a Key Individual’s employment with Parent or its applicable Affiliate being terminated by Parent without “Cause” or by a Key Individual for “Good Reason” (as such terms are defined in the Employment Agreements, which definitions may not be amended, modified, waived or terminated as such terms apply to this Agreement without the prior written consent of the Stockholders’ Representative). Notwithstanding anything to the contrary in this Section 2.12(a), in the event that a Key Individual (A) suffers a Permanent Disability (B) within two (2) years thereafter recovers from such Permanent Disability or is otherwise able to return to the workforce, such Key Individual shall promptly notify Parent of such recovery or ability to return to the workforce and, if Parent or its Affiliates offer such Key Individual a substantially comparable position as such Key Individual held prior to his Permanent Disability, such Key Individual must accept such position or the Service Condition shall not be satisfied and Parent shall have no further obligation to make the Earn-Out Payments. (b) Buyer Parent shall promptly notify Seller Representative after deliver on or prior to January 31 and July 31 of each calendar year occurring during the period commencing on the Effective Time through the expiration of the final remaining Earn-Out Expiration Deadline a certificate duly executed by an FDA Approval executive officer of Parent certifying which Earn-Out Milestones have or have not been achieved, and if an Earn-Out Milestone has been receivedachieved, the date of such achievement. Within 30 days of notification by Buyer to Seller Representative From the Effective Time through the expiration of the receipt final remaining Earn-Out Expiration Deadline, Representatives of Parent shall meet with the Stockholders’ Representative, upon the reasonable request of the Stockholders’ Representative, not to exceed two such meetings per calendar year, to apprise the Stockholders’ Representative as to whether any Earn-Out Milestones have been achieved. Prior to any such meetings, the Stockholders’ Representative shall execute a FDA Approvalcustomary confidentiality agreement, Buyer in form and substance reasonably satisfactory to Parent, regarding the information the Stockholders’ Representative may obtain at any such meeting. Such confidentiality agreement shall pay or cause include an agreement by the Stockholders’ Representative’s not to be paid share any such information with any of the Milestone Payment Sellers, except for the members of the Advisory Group. Each member of the Advisory Group shall execute a customary confidentiality agreement, in cash by wire transfer form and substance reasonably satisfactory to Parent, regarding the information such member may obtain from the Stockholders’ Representative. Such confidentiality agreement shall include a customary acknowledgment of immediately available funds the members of the Advisory Group’s obligations under applicable securities Laws with respect to a bank account designated by Seller Representative in writingany material nonpublic information that the members of the Advisory Group may receive. (c) Subject to its existing commitments and obligations under the terms Funding Agreement, Parent shall (i) provide (A) until December 31, 2025, the resources set forth on Exhibit B attached hereto and such additional funding, personnel and other non-monetary resources as Parent may determine in its sole discretion and (B) from and after December 31, 2025, such funding, personnel and other non-monetary resources as Parent may reasonably determine in good faith, after consultation with the Key Individuals, to support the reasonable opportunity to achieve the Earn-Out Milestones, which, at a minimum, shall be as set forth in the Funding Agreement as then in effect, and (ii) subject to clause (i), use its commercially reasonable efforts to achieve the Earn-Out Milestones, (iii) use its commercially reasonable efforts to maintain the Funding Agreement, (iv) except as permitted by this Agreement, not make any changes to its regenerative medicine research and development efforts that would materially affect the ability of Parent or its Affiliates to achieve the Earn-Out Milestones and (v) not intentionally delay the achievement of any Earn-Out Milestone until after the applicable Earn-Out Milestone Deadline; provided, however, that the foregoing obligations shall terminate with respect to an Earn-Out Milestone in the event that, after review and consultation with the Key Individuals, Parent’s Chief Executive Officer (provided, that if Parent’s Chief Executive Officer as of the date of this Agreement is no longer serving as Parent’s Chief Executive Officer at the time of the applicable determination, such determination shall be subject to ratification by Parent’s board of directors), determines in good faith to terminate Parent’s pursuit of an Earn-Out Milestone because the achievement of such Earn-Out Milestone has ceased to be scientifically or financially viable (a “Viability Termination”). In the event of a Viability Termination, Parent shall not have any obligations with respect to the Earn-Out Milestones or the Earn-Out Payments, except to make the applicable Earn-Out Payments for any Earn-Out Milestones that were achieved prior to the Viability Termination; provided, however, that Parent’s obligations with respect to an Earn-Out Milestone and the other Transaction Documentscorresponding Earn-Out Payment shall recommence if, subsequent after a Viability Termination with respect to such Earn-Out Milestone, Parent subsequently resumes its pursuit of such Earn-Out Milestone. In the Closingevent that Parent subsequently resumes its pursuit of an Earn-Out Milestone within one year after a Viability Termination with respect to such Earn-Out Milestone, Buyer the applicable Earn-Out Milestone Deadline shall have sole discretion with regard to all matters relating to be extended by the operation number of days between the Companydate of such Viability Termination and the date that Parent actually resumes its pursuit of such Earn-Out Milestone. (d) Buyer In the event that Parent sells, assigns, exclusively licenses, transfers, conveys or otherwise disposes to a third party that is not affiliated with Parent all or substantially all of Parent’s regenerative medicine research and development assets relating to the Earn-Out Milestones (such assets, the “Transferred Assets”, such transaction, a “Divestiture” and the party receiving such Transferred Assets, the “Transferee”), Parent shall have the right to withhold and set off against any amount otherwise due to be paid pursuant to this Section 2.03 (i) cause the amount Transferee to expressly agree in writing to assume the obligations from Parent and its Affiliates corresponding to the Transferred Assets and that the obligations of any PostParent under this Agreement, including those obligations with respect to the payment of the Earn-Closing Adjustment owed to it Out Payments pursuant to Section 2.052.12(a) corresponding to the Transferred Assets, shall apply, mutatis mutandis, to such Transferee and the Stockholders’ Representative (for the benefit of Sellers) will be made an express third party beneficiary of such written agreement and (ii) Parent shall provide the amount Stockholders’ Representative prompt written notice of any claim for indemnification or payment of damages to which Buyer may be entitled under this Agreement or any of the other Transaction Documents and (iii) if Buyer enters into a binding license agreement with the University of Utah prior such occurrence. Notwithstanding anything to the Holdback Release Date that is related to negotiations that were initiated by Jade prior contrary in this Agreement, from and after a Divestiture, Parent shall have no further Liability with respect to the Closing (Earn-Out Milestones or the “University Agreement”)Earn-Out Payments. For the avoidance of doubt, Parent will remain liable to Sellers with respect to the Earn-Out Milestones and Earn-Out Payments in the event that Parent sells, assigns, exclusively licenses, transfers conveys or otherwise disposes the Transferred Assets to an amount equal to $106,502.87Affiliate of Parent. (e) The parties hereto understand and agree that (i) the contingent rights to receive the Milestone Payment any Contingent Merger Consideration shall not be represented by any form of certificate or other instrument, are not transferable, except transferable by operation of Laws relating to descent and distribution, divorce and community property, by charitable donation to a non-profit entity or by assignment to a family corporation or similar entity, the Sellers and do not constitute an equity or ownership interest in Buyer or the Company, Parent; (ii) Sellers no Person shall not have any rights as securityholders a securityholder of Buyer Parent in respect of his, her or the Company as a result of Sellers’ its contingent right to receive any shares of Parent Stock as part of the Milestone Payment Contingent Merger Consideration hereunder, and ; (iii) no interest is payable with respect to any Contingent Merger Consideration; and (iv) there is no limit to the number of attempts that may be made to achieve an Earn-Out Milestone Paymentand the applicable Earn-Out Payment shall be made in accordance with this Agreement so long as the applicable Earn-Out Milestone is achieved on or before the applicable Earn-Out Milestone Deadline. The Company and the Stockholders’ Representative acknowledge and agree that (A) the Earn-Out Payments are speculative and not guaranteed and subject to numerous factors outside the control of Parent; (B) none of Parent, the Company, the Ultimate Surviving Corporation or any of their respective Affiliates or Representatives has promised or projected that any payments under this Section 2.12 actually will be made, and the Company has not relied on any projections for any period following the Closing; (C) other than the express covenants and agreements contained in this Agreement, none of Parent, the Company, the Ultimate Surviving Corporation or any of their respective Affiliates or Representatives owe any fiduciary duties or any other duties (express or implied) to achieve the Earn-Out Milestones; and (D) the parties intend that the express provisions of this Agreement shall govern their contractual relationship and the Sellers’ rights to receive any Earn-Out Payments. (f) In the event of a Viability Termination, Parent shall negotiate in good faith with the Stockholders’ Representative and the Advisory Group to assign, exclusively license, transfer or otherwise convey some or all of the Company Intellectual Property (other than any Company Intellectual Property used to achieve an Earn-Out Milestone) to a new entity formed for the benefit of Sellers. (g) In the event that any dispute arises with respect to the achievement of any Earn-Out Milestone, the Stockholders’ Representative and Parent shall seek in good faith to resolve in writing any such dispute within thirty (30) days. If at the end of such thirty (30)-day period the Stockholders’ Representative and Parent have not resolved in writing any such dispute, then, within thirty (30) days following the end of such thirty (30)-day period, the Stockholders’ Representative and Parent shall seek to resolve such dispute by non-binding mediation before a mutually agreeable independent mediator or mediators, each of whom shall have at least ten (10) years of relevant experience in the life sciences industry. The mediation shall be held in Houston, Texas, unless otherwise agreed to by the Stockholders’ Representative and Parent. In the event that the Stockholders’ Representative and Parent are unable to resolve any such dispute through mediation, either party may pursue any available rights or remedies in accordance with Section 11.12. (h) The parties agree that any Earn-Out Payments received pursuant to this Section 2.12 shall be treated by the parties as an adjustment to the Merger Consideration that are, in the case of any cash Earn-Out Payments, eligible for installment method reporting pursuant to Section 453 of the Code, and no party shall (or permit any of its Affiliates to) take any position on a Tax Return or in connection with any audit, examination or judicial or administrative proceeding that is inconsistent with such tax treatment, except as otherwise required by a “determination” (within the meaning of Section 1313(a) of the Code).

Earn-Out. (a) In addition Following the Closing, as additional consideration for the Holdings Contribution, within five Business Days after the occurrence of a Triggering Event, SPAC shall cause OpCo to transfer to Holdings, the following number of OpCo Units and shares of SPAC Class C Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to the Closing Date Buyer Shares and OpCo Units or SPAC Class C Common Stock occurring on or after the Holdback Shares, Sellers shall be eligible to receive an earn-out payment of an aggregate of $2,164,451 payable in cash Closing) (the “Milestone PaymentEarn Out Equity”) following the closing if Buyer receives approval of a 505(b)(1) New Drug Application (or NDA), a 505(b)(2upon the terms and subject to the conditions set forth in this Agreement and the Ancillary Agreements: (i) New Drug Application (or NDA)Upon the occurrence of Triggering Event I, a Premarket Approval Application one-time transfer of 1,750,000 units and shares, as applicable, of Earn Out Equity; and (or PMAii) or Upon the occurrence of Triggering Event II, a 510(k) Premarket Notification by the U.S. Food one-time transfer of 1,750,000 units and Drug Administration with respect to any product developed by the Company prior to the Closing Dateshares, whichas applicable, for the avoidance of doubt, shall include any product substantially derived from a product developed by Jade prior to the Closing Date and any other product covered by a claim of a Jade patent filed prior to the Closing Date (each, an “FDA Approval”)Earn Out Equity. (b) Buyer shall promptly notify Seller Representative after an FDA Approval has been received. Within 30 days of notification by Buyer In the event there is a Company Sale during the Earn Out Period pursuant to Seller Representative of the receipt of a FDA Approval, Buyer shall pay which SPAC or cause to be paid the Milestone Payment in cash by wire transfer of immediately available funds to a bank account designated by Seller Representative in writing. (c) Subject to the terms of this Agreement and the other Transaction Documents, subsequent to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Company. (d) Buyer shall its stockholders have the right to withhold receive consideration implying a value per share of SPAC Class A Common Stock (as agreed in good faith by the SPAC Board) that is greater than or equal to the applicable SPAC VWAP price specified in Triggering Event I or Triggering Event II, any Earn Out Equity that has not previously transferred in accordance with Section 2.03(a)(i) or Section 2.03(a)(ii), as applicable, shall be deemed to have been transferred immediately prior to the closing of such Company Sale, and set off against any amount otherwise due Holdings shall be eligible to be paid participate in such Company Sale with respect to the Earn Out Equity deemed transferred pursuant to this Section 2.03 (i2.03(b) on the amount of any Post-Closing Adjustment owed to it pursuant to Section 2.05same terms, (ii) the amount of any claim for indemnification or payment of damages to which Buyer may be entitled under this Agreement or any of the other Transaction Documents and (iii) if Buyer enters into a binding license agreement with the University of Utah prior subject to the Holdback Release Date that is related to negotiations that were initiated by Jade prior same conditions, as apply to the Closing (holders of SPAC Class A Common Stock generally. Upon the “University Agreement”)consummation of a Company Sale, an amount equal to $106,502.87. (e) The parties hereto understand the Earn Out Period shall terminate and agree that (i) the contingent rights to receive the Milestone Payment Holdings shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, by charitable donation to a non-profit entity or by assignment to a family corporation or similar entity, and do not constitute an equity or ownership interest in Buyer or the Company, (ii) Sellers shall not have any rights as securityholders of Buyer or the Company as a result of Sellers’ contingent no further right to receive or earn the Milestone Payment hereunder, and (iiiEarn Out Equity other than in accordance with this Section 2.03(b) no interest is payable with respect to the Milestone Paymentsuch Company Sale.

Earn-Out. (a) In addition Prior to the Closing Date Buyer Shares and filing of the Holdback Sharesdefinitive Proxy Statement pursuant to Section 7.01, Sellers the Company shall be eligible entitled to receive an earnpromise (on its own behalf and on behalf of BAC) and allocate to the Key Employees and any other employees of the Company who may be designated by the Company in its sole discretion (collectively, the “Earn-out payment Out Recipients”), as shall be set forth in (i) the employment agreements and (ii) award notices as may be issued to the Earn-Out Recipients by the Company in form and substance reasonably acceptable to BAC (collectively, the “Earn-Out Award Notices”), as the case may be, up to 500,000 shares of an aggregate of $2,164,451 payable in cash New BAC Common Stock (the “Milestone PaymentEarn-Out Shares”) following the closing if Buyer receives approval of a 505(b)(1) New Drug Application (or NDA), a 505(b)(2) New Drug Application (or NDA), a Premarket Approval Application (or PMA) or a 510(k) Premarket Notification by the U.S. Food and Drug Administration with respect to any product developed by the Company prior which Earn-Out Shares shall be issued to the Earnout Recipients at and after the Closing Datein accordance with, which, for the avoidance of doubt, shall include any product substantially derived from a product developed by Jade prior and subject to the Closing Date terms and any other product covered by a claim conditions set forth in, this Section 3.02, and subject to each of a Jade patent filed prior to the Closing Date (each, an “FDA Approval”Surviving Corporation’s and BAC’s withholding rights as set forth in Section 3.03(h). (b) Buyer shall promptly notify Seller Representative after an FDA Approval has been received. Within 30 days of notification by Buyer Each Earn-Out Recipient’s contingent right to Seller Representative receive such Earn-Out Recipient’s allocated portion of the receipt Earn-Out Shares shall be subject to such Earn-Out Recipient’s continuous service with the Company or any of its Affiliates from and after the date upon which such Earn-Out Shares are promised to such Earn-Out Recipient in an employment agreement or Earn-Out Award Notice, as the case may be, until the issuance of such Earn-Out Shares to such Earn-Out Recipient at or following the Closing, as the case may be, in accordance with this Section 3.02. For the avoidance of doubt, in the event that an Earn-Out Recipient’s employment with the Company or any of its Affiliates terminates pursuant to such Earn-Out Recipient’s employment agreement, offer letter, or Earn-Out Award Notice, prior to the filing of the definitive Proxy Statement pursuant to Section 7.01, the Company shall have the right to reallocate the Earn-Out Shares that would have been allocated to such Earn-Out Recipient to any other Earn-Out Recipient pursuant to the issuance of an additional Earn-Out Award Notice, in the Company’s sole discretion. In the event that an Earn-Out Recipient’s employment with the Company or any of its Affiliates terminates for any reason following the filing of the definitive Proxy Statement pursuant to Section 7.01 but prior to the issuance of any Earn-Out Shares issuable to such Earn-Out Recipient in accordance with this Section 3.02, such Earn-Out Shares shall automatically become reallocated and issuable by BAC to all other Earn-Out Recipients on a FDA Approvalpro rata basis in accordance with the Earn-Out Shares that have otherwise been allocated to such other Earn-Out Recipients in accordance with their respective employment agreements and Earn-Out Award Notices, Buyer shall pay or cause to be paid as the Milestone Payment in cash by wire transfer of immediately available funds to a bank account designated by Seller Representative in writingcase may be. (c) Subject At the Closing, 250,000 Earn-Out Shares shall be issued to the Earnout Recipients pursuant to the terms of this Agreement their respective employment agreements and Earn-Out Award Notices, as the other Transaction Documentscase may be, subsequent to and shall be fully vested upon the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Companyissuance thereof. (d) Buyer shall have Following the right Closing, the remaining 250,000 Earn-Out Shares shall, subject to withhold and the conditions set off against any amount otherwise due to be paid pursuant to forth in this Section 2.03 3.02(d), be issued to the Earn-Out Recipients as follows: (i) the amount 125,000 shares of New BAC Common Stock shall promptly be issued (but in any Post-Closing Adjustment owed to it pursuant to Section 2.05, event within five (ii5) the amount of any claim for indemnification or payment of damages to which Buyer may be entitled under this Agreement or any Business Days of the other Transaction Documents and (iiiFirst Earn-Out Target) if Buyer enters into a binding license agreement with the University of Utah prior by BAC to the Holdback Release Date that is related to negotiations that were initiated by Jade prior to Earn-Out Recipients on a Pro Rata Basis, if, at any time during the ten (10)-year period following the Closing (the “University AgreementEarn-Out Period”), an amount the VWAP of the shares of New BAC Common Stock is greater than or equal to $106,502.8711.00 for any twenty (20) Trading Days within any thirty (30) Trading Day period commencing after the Closing (the “First Earn-Out Target”); and (ii) 125,000 shares of New BAC Common Stock shall be promptly issued by BAC (but in any event within five (5) Business Days of the Second Earn-Out Target) to the Earn-Out Recipients on a Pro Rata Basis, if, at any time during the Earn-Out Period the VWAP of the shares of New BAC Common Stock is greater than or equal to $12.00 for any twenty (20) Trading Days within any thirty (30) Trading Day period commencing after the Closing (the “Second Earn-Out Target” and together with the First Earn-Out Target, the “Earn-Out Targets”). (e) The parties hereto understand and agree that For the avoidance of doubt, (i) if the contingent rights conditions for both Earn-Out Targets are met pursuant to receive Section 3.02(d), then all of the Milestone Payment Earn-Out Shares to be issued in connection with each such Earn-Out Target shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating issued to descent and distribution, divorce and community property, by charitable donation to a nonthe Earn-profit entity or by assignment to a family corporation or similar entityOut Recipients in accordance with this Section 3.02, and do not constitute an equity or ownership interest in Buyer or the Company, (ii) Sellers if the condition for an Earn-Out Target with respect to the achievement of the applicable VWAP of shares of New BAC Common Stock for any twenty (20) Trading Days is met prior to the date that is the thirtieth (30th) consecutive Trading Day, then the Earn-Out Shares to be issued in connection with such Earn-Out Target shall be issued by BAC to the Earn-Out Recipients in accordance with Section 3.02(c) without any requirement to wait until the thirtieth (30th) consecutive Trading Day has passed. (f) The Earn-Out Targets and the number of Earn-Out Shares to be issued pursuant to this Section 3.02 shall be equitably adjusted for any stock split, stock division or subdivision, stock dividend or distribution (including any dividend or distribution of securities convertible into shares of New BAC Common Stock), reorganization, combination, exchange of shares, reverse stock split, consolidation of shares, reclassification, recapitalization or other like change affecting the shares of New BAC Common Stock after the Effective Time. (g) Notwithstanding anything to the contrary set forth in this Agreement, any fractional Earn-Out Shares that would otherwise be issuable to any Earn-Out Recipients pursuant to this Section 3.02 shall be rounded to the nearest whole share of New BAC Common Stock. (h) At all times during the Earn-Out Period, BAC shall keep available for issuance a sufficient number of shares of unissued New BAC Common Stock to permit BAC to satisfy in full its issuance obligations set forth in this Section 3.02 and shall take all actions reasonably required (including by convening any stockholder meeting) to increase the authorized number of New BAC Common Stock if at any time there shall be insufficient unissued New BAC Common Stock to permit such reservation. (i) Following the Closing, BAC and its subsidiaries will be entitled to (i) operate their respective businesses based upon their respective business requirements and in their own business judgment, and (ii) make changes in their respective sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their respective businesses, including actions that may have an impact on whether any thresholds in respect of Earn-Out Shares have been met; provided, that neither BAC nor any of its subsidiaries shall take any action with respect to the conduct of their respective businesses the primary purpose of which is to circumvent the issuance of Earn-Out Shares pursuant to this Section 3.02 or adversely affect the ability of BAC to satisfy any Earn-Out Target. The Earn-Out Recipients will not have any rights as securityholders right to claim the loss of Buyer all or any portion of the Company Earn-Out Shares or other damages as a result of Sellers’ contingent such decisions. (j) Notwithstanding anything to the contrary, in the event of a transaction that results in a Change of Control and in which shares of New BAC Common Stock being converted into the right to receive cash or other consideration having a value (in the Milestone Payment hereundercase of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the BAC Board in good faith) equal to or in excess of an Earn-Out Target, then the Earn-Out Shares subject to the applicable Earn-Out Target that have not been previously issued pursuant to Section 3.02 shall be issued to the Earn-Out Recipients effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the Earn-Out Recipients shall receive such Earn-Out Shares, and all proceeds thereof, in connection with such transaction. (iiik) no interest Notwithstanding the foregoing, none of the Earn-Out Shares issuable pursuant to this Section 3.02 will be released to any Earn-Out Recipient who is payable with respect required to file a notification pursuant to the Milestone PaymentHSR Act or under any applicable Antitrust Laws until any applicable waiting period pursuant to the HSR Act or applicable Antitrust Laws has expired or been terminated, or required approval under any other Antitrust Law is obtained; provided, that any such Earn-Out Recipient has notified BAC of such required filing pursuant to the HSR Act or other Antitrust Law in connection therewith following reasonable advance notice from BAC of the reasonably anticipated issuance of Earn-Out Shares.

Earn-Out. (a) In addition to If, during the Closing Date Buyer Shares and the Holdback Shares, Sellers shall be eligible to receive an earn-out payment of an aggregate of $2,164,451 payable in cash (the “Milestone Payment”) following the closing if Buyer receives approval of a 505(b)(1) New Drug Application (or NDA), a 505(b)(2) New Drug Application (or NDA), a Premarket Approval Application (or PMA) or a 510(k) Premarket Notification by the U.S. Food and Drug Administration with respect to any product developed by the Company prior to the Closing Date, which, for the avoidance of doubt, shall include any product substantially derived from a product developed by Jade prior to period beginning on the Closing Date and any other product covered by a claim ending on the first anniversary of a Jade patent filed prior to the Closing Date (each, an the “FDA ApprovalEarn-Out Period”). , Purchaser or any of its Affiliates (bincluding, after the Closing, the Company) Buyer shall promptly notify Seller Representative after an FDA Approval has been received. Within 30 days of notification by Buyer to Seller Representative or their respective Representatives, (i) renews or extends the Term (as such term is defined in that certain contract set forth in the Earn-Out Customer Agreement) of the receipt Earn-Out Customer Agreement, or (ii) initiates a substantially similar business relationship (whether by contract or otherwise) with such party under the Earn-Out Customer Agreement, or any of a FDA Approvalits United States based Affiliates, Buyer as that currently conducted between the Company and such customer pursuant to the Earn-Out Customer Agreement, Purchaser shall pay or cause to be paid to Direct Seller (who shall disburse any amounts received for the Milestone benefit of the Related Subsidiaries in the manner described in Section 1.5(c)(iii)), an amount not to exceed Fourteen Million Dollars ($14,000,000) (the “Earn-Out Payment”), without reduction or set-off of any kind, in accordance with the schedule set forth in Section 1.9(a) of the Disclosure Schedule; provided however, any amounts paid to Direct Seller under Section 1.9(b) below shall reduce the amount of the Earn-Out Payment due hereunder, if any, dollar for dollar. Purchaser shall make such payment within five (5) Business Days of the execution of such renewal, extension or initiation, in cash by wire transfer of immediately available funds to a the bank account accounts designated by Direct Seller Representative in writing. (b) Additionally, during the period beginning on the Closing Date and ending on the one year anniversary of the Closing Date or until the circumstances described in clause (i) or (ii) above occur (whichever occurs first), Purchaser shall pay to Direct Seller (who shall disburse any amounts received for the benefit of the Related Subsidiaries in the manner described in Section 1.5(c)(iii)) an amount equal to seventy five percent (75%) of the gross revenues earned by Purchaser (or the relevant Affiliate) (without reduction or set-off of any kind) in respect of the Earn-Out Customer Agreement. Purchaser shall make each such payment within five (5) Business Days following the end of each calendar quarter, in cash by wire transfer of immediately available funds to the bank accounts designated by Direct Seller in writing. (c) Subject to From the terms Closing Date until the expiration of the Earn-Out Period, Purchaser shall not intentionally circumvent the provisions of this Agreement and Section 1.9 or otherwise engage in any acts that constitute bad faith the other Transaction Documents, subsequent purpose of which is to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Company. (d) Buyer shall have the right to withhold and set off against any amount otherwise due to be paid pursuant to this Section 2.03 cause (i) the amount failure of any Postthe satisfaction of the Earn-Closing Adjustment owed to it pursuant to Section 2.05Out Payment, or (ii) the amount of any claim for indemnification or payment of damages to which Buyer may be entitled under this Agreement or any a reduction of the other Transaction Documents Earn-Out Payment. Notwithstanding the above, Purchaser (and (iiiits Affiliates) if Buyer enters shall have no obligation to seek, renew or enter into a binding license agreement customer relationship with the University of Utah prior customer to the Holdback Release Date that is related to negotiations that were initiated by Jade prior to the Closing (the “University Earn-Out Customer Agreement”), an amount equal to $106,502.87. (e) The parties hereto understand and agree that (i) the contingent rights to receive the Milestone Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, by charitable donation to a non-profit entity or by assignment to a family corporation or similar entity, and do not constitute an equity or ownership interest in Buyer or the Company, (ii) Sellers shall not have any rights as securityholders of Buyer or the Company as a result of Sellers’ contingent right to receive the Milestone Payment hereunder, and (iii) no interest is payable with respect to the Milestone Payment.

Earn-Out. (a) In addition the event of the exercise of the Put Options due to a Cessation without Cause and in case of a Full Exit paid in cash or Cash Equivalent within a nine (9) month-period from the Closing Date Buyer Shares and Cessation, each of the Holdback Shares, Sellers Xxxxx Parties shall be eligible have the right to receive an earn-out payment of an aggregate of $2,164,451 payable in cash (the “Milestone PaymentPut Earn-Out”) following the closing if Buyer receives approval of a 505(b)(1) New Drug Application (or NDA), a 505(b)(2) New Drug Application (or NDA), a Premarket Approval Application (or PMA) or a 510(k) Premarket Notification by the U.S. Food and Drug Administration with respect to any product developed by the Company prior equal to the Closing Datedifference between: (i) the price that such Xxxxx Party would have received for its Put Securities if it had participated in such Full Exit, whichafter deduction of its share of fees and expenses calculated in accordance with Section 7.2(f) above and deduction, for as the avoidance case may be, of doubt, shall include any product substantially derived from a product developed by Jade prior an amount (the “Put Escrow Amount”) equal to the Closing Date product of (A) the maximum liability specified in respect of the representations and any other product covered by a claim of a Jade patent filed prior warranties, if any, granted to the Closing Date Transferee pursuant to such Full Exit, and (each, an “FDA Approval”B) the pro-rata share of such representations and warranties for which it would have been responsible if it had participated in such Full Exit (such pro-rata share being calculated in accordance with Section 7.2(f)); and (ii) the price to be paid to such Xxxxx Party pursuant to Section 14.5(a). (b) Buyer shall promptly notify Seller Representative after an FDA Approval has been received. Within 30 days the Put Escrow Amount will be paid on the date of notification by Buyer to Seller Representative completion of the receipt Full Exit to those of a FDA Approval, Buyer shall pay or cause to be paid the Milestone Payment in cash by wire transfer of immediately available funds to a bank account designated by Seller Representative in writingXxxxx Parties who provide the Put Options Grantors with first demand guarantees from first rank banks for the same amount. (c) Subject Except for the Xxxxx Parties who provide the Put Options Grantors with first demand guarantees, each Put Escrow Amount shall be deposited with an escrow account opened in the books of a first rank bank for a duration as long as the longest time limitation regarding the representations and warranties granted to the terms of this Agreement and the other Transaction Documents, subsequent Transferee pursuant to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the CompanyFull Exit. (d) Buyer shall have If the right Put Options Grantors are obliged to withhold and set off against any amount otherwise due to be paid indemnify the Transferee pursuant to this Section 2.03 the agreement relating to the Full Exit, they are expressly authorized, with respect to each of the Xxxxx Parties and in proportion to their respective Imputed Holdings, to call under the first demand guarantee or to take from the escrow account, as the case maybe, an amount corresponding to the product of (iA) the amount of any Post-Closing Adjustment owed to it pursuant to Section 2.05, the evidenced loss suffered by the Transferee and (iiB) the amount of any claim share for indemnification or payment of damages to which Buyer may be entitled under this Agreement or any of the other Transaction Documents and (iii) such Xxxxx Party would have been responsible if Buyer enters into a binding license agreement with the University of Utah prior it had participated to the Holdback Release Date that is related to negotiations that were initiated by Jade prior to the Closing (the “University Agreement”), an amount equal to $106,502.87Full Exit. (e) At the expiry of the longest time limitation regarding the representations and warranties granted to the Transferee pursuant to the Full Exit, each first demand guarantee shall be released, each escrow account shall be released and the sums (including any interests and/or gains thereon) remaining on this account after payments made in accordance with Paragraph (d) above shall be paid to the Xxxxx Parties. (f) When held in escrow, each Put Escrow Amount shall be invested in liquid and short-term investment. (g) The parties hereto understand and agree that (i) Put Options Grantors shall use their commercially reasonable efforts to mitigate any claim or liability asserted by the contingent rights to receive the Milestone Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, by charitable donation Transferee pursuant to a non-profit entity or by assignment to a family corporation or similar entity, and do not constitute an equity or ownership interest in Buyer or the Company, (ii) Sellers shall not have any rights as securityholders of Buyer or the Company as a result of Sellers’ contingent right to receive the Milestone Payment hereunder, and (iii) no interest is payable with respect to the Milestone PaymentFull Exit.