Common use of Earnout Escrow Clause in Contracts

Earnout Escrow. At or prior to the Merger Closing, PubCo, SPAC, the Seller and an escrow agent reasonably acceptable to PubCo and SPAC (the “Escrow Agent”), shall enter into an escrow agreement, effective as of the Merger Effective Time (the “Escrow Agreement”), pursuant to which, at the Merger Closing, the Seller shall deposit with the Escrow Agent the Earnout Shares in a segregated escrow account (the “Earnout Escrow Account”) to be disbursed therefrom in accordance with the terms of this Agreement and the Escrow Agreement. The Earnout Shares will remain as issued and outstanding on PubCo’s balance sheet and will be legally outstanding under the Cayman Companies Act. Any dividends, distributions or other income paid on or otherwise accruing to the Earnout Shares shall be distributed by the Escrow Agent for payment to the Seller on a current basis. While the Earnout Shares are held in the Earnout Escrow Account, the Seller shall be entitled to vote all Earnout Shares. Within five (5) Business Days from the filing of an annual report on Form 20-F by PubCo with the SEC containing an audit report issued by the independent auditor of PubCo for the audited financial statements of PubCo for the fiscal year ending December 31, 2024 (the “Earnout Period”) prepared in accordance with GAAP (the “PubCo 2024 Audited Financials”), PubCo shall instruct the Escrow Agent to irrevocably and unconditionally release the vested portion of Earnout Shares from the Earnout Escrow Account to the Seller in accordance with the terms of this Agreement and the Escrow Agreement. If a portion of the Earnout Shares does not become vested pursuant to the terms of this Agreement, the Seller shall execute the Irrevocable Surrender of Shares in substantially the form attached hereto as Exhibit I with respect to such unvested portion of the Earnout Shares, and surrender such portion of the Earnout Shares to PubCo without consideration. PubCo shall instruct the Escrow Agent to irrevocably and unconditionally release the surrendered portion of the Earnout Shares from the Earnout Escrow Account to PubCo, and PubCo shall cancel such surrendered portion of the Earnout Shares. Earnout Shares that are surrendered for cancellation shall cease to be outstanding and shall automatically be cancelled and cease to exist as a matter of Cayman Islands law. Notwithstanding anything to the contrary in the foregoing of this Article IV, if the surrender of the unvested portion of the Earnout Shares by the Seller would cause adverse Tax consequence to the Seller, PubCo shall, upon the Seller’s request, cooperate with the Seller in good faith for the Seller to deliver such unvested portion of the Earnout Shares to PubCo at no consideration or nominal consideration through an alternative method that would not cause adverse Tax consequence to the Seller.

Earnout Escrow. At or prior (i)At the Closing, Pubco shall also cause to be delivered to the Merger ClosingEscrow Agent a number of Class B Exchange Shares (each valued at the Redemption Price) equal to (x) thirty percent (30%) of the estimated Exchange Consideration, PubCodivided by (y) the Redemption Price otherwise issuable to the Sellers at the Closing based on the Estimated Closing Statement (such Exchange Shares, SPACtogether with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, in each case, as long as they remain in the Earnout Escrow Account, the Seller “Earnout Escrow Shares”, and an escrow agent reasonably acceptable to PubCo and SPAC (together with the Indemnity Escrow Shares, the “Escrow AgentShares”) to be held, along with any other dividends, distributions or other income on the Earnout Escrow Shares, in each case, as long as they remain in the Earnout Escrow Account (together with the Earnout Escrow Shares, the “Earnout Escrow Property”), shall enter into an escrow agreement, effective as of the Merger Effective Time (the “Escrow Agreement”), pursuant to which, at the Merger Closing, the Seller shall deposit with the Escrow Agent the Earnout Shares in a segregated escrow account (the “Earnout Escrow Account”) to be separate from the Indemnity Escrow Account, and disbursed therefrom in accordance with the terms of this Agreement and the Escrow Agreement. The portion of the Class B Exchange Shares that shall be withheld at the Closing for deposit in the Earnout Escrow Account, and any disbursement from the Earnout Escrow Account to Pubco, shall be allocated among the Class B Sellers based on each such Seller’s relative Pro Rata Share (as between themselves). For the avoidance of doubt, the Earnout Escrow Shares may not serve as a source of payment for the obligations of the Sellers under Section 2.5 and the obligations of the Indemnitors pursuant to Article IX if the Indemnity Escrow Property is insufficient to cover such obligations (provided, that the foregoing will remain not prevent the Indemnitors from seeking remedies to satisfy the Main Seller’s obligations under Sections 9.3(b) and 9.5 for indemnification in excess of the Indemnity Escrow Property after being released from the Earnout Escrow Account). Unless otherwise required by Law, all distributions made from the Earnout Escrow Account shall be treated by the Parties as issued and outstanding on PubCo’s balance sheet and will be legally outstanding under the Cayman Companies Act. Any dividends, distributions or other income paid on or otherwise accruing an adjustment to the Exchange Consideration received by the Sellers pursuant to Article II hereof. Until and unless the Earnout Escrow Shares are forfeited in accordance with Section 2.3(b)(ii) below, each Class B Seller shall be distributed by deemed to be the Escrow Agent for payment to the Seller on a current basis. While owner of such Seller’s relative Pro Rata Share (as between themselves) of the Earnout Escrow Shares during the time such Earnout Escrow Shares are held in the Earnout Escrow Account, subject to the Seller shall be entitled to vote all Earnout Shares. Within five (5) Business Days from the filing retention of an annual report on Form 20-F by PubCo with the SEC containing an audit report issued by the independent auditor of PubCo for the audited financial statements of PubCo for the fiscal year ending December 31any dividends, 2024 (the “Earnout Period”) prepared distributions and other earnings thereon in accordance with GAAP (the “PubCo 2024 Audited Financials”), PubCo shall instruct the Escrow Agent to irrevocably and unconditionally release the vested portion of Earnout Shares from the Earnout Escrow Account to the Seller until disbursed therefrom in accordance with the terms and conditions of this Agreement and the Escrow Agreement. If a portion Each Class B Seller shall also have the right to vote such Seller’s relative Pro Rata Share (as between themselves) of the Earnout Escrow Shares does not become vested pursuant to the terms of this Agreement, the Seller shall execute the Irrevocable Surrender of Shares in substantially the form attached hereto (together with any equity securities paid as Exhibit I dividends or distributions with respect to such unvested portion of shares or into which such shares are exchanged or converted) during the Earnout Shares, and surrender such portion of the Earnout Shares to PubCo without consideration. PubCo shall instruct the Escrow Agent to irrevocably and unconditionally release the surrendered portion of the Earnout Shares from time held in the Earnout Escrow Account to PubCo, and PubCo shall cancel such surrendered portion of the as Earnout Escrow Shares. Earnout Shares that are surrendered for cancellation shall cease to be outstanding and shall automatically be cancelled and cease to exist as a matter of Cayman Islands law. Notwithstanding anything to the contrary in the foregoing of this Article IV, if the surrender of the unvested portion of the Earnout Shares by the Seller would cause adverse Tax consequence to the Seller, PubCo shall, upon the Seller’s request, cooperate with the Seller in good faith for the Seller to deliver such unvested portion of the Earnout Shares to PubCo at no consideration or nominal consideration through an alternative method that would not cause adverse Tax consequence to the Seller.

Earnout Escrow. At or prior to the Merger Closing, PubCo, SPACParent, the Seller Stockholder Representative and an escrow agent reasonably mutually acceptable to PubCo Parent and SPAC the Companies, acting reasonably (the “Escrow Agent”), shall enter into an escrow agreementEscrow Agreement, effective as of the Merger Effective Time Time, substantially in the form attached hereto as Exhibit E (the “Escrow Agreement”), pursuant to which, at the Merger Closing, the Seller Parent shall deposit with the Escrow Agent the Gamma Earnout Consideration Shares (less any portion of the Gamma Earnout Consideration Shares that becomes vested and deliverable to Gamma Stockholders at the Closing if any Triggering Event set forth in Annex I has been achieved prior to the Closing) in a segregated escrow account (the “Earnout Escrow Account”) to be and disbursed therefrom in accordance with the terms of this Agreement and the Escrow Agreement. The Gamma Earnout Consideration Shares to be deposited in the Earnout Escrow Account shall be issued, on the basis of the Gamma Earnout Consideration allocable to each Gamma Stockholder pursuant to Section 1.08(c), in the name of the Gamma Stockholders who would receive the Gamma Earnout Consideration Shares pursuant to Section 1.02(c) or 1.02(d). The Gamma Earnout Consideration Shares will remain appear as issued and outstanding on PubCoParent’s balance sheet and will be legally outstanding under the Cayman Companies ActDGCL. Any dividends, distributions or other income paid on or otherwise accruing to the Gamma Earnout Consideration Shares shall be distributed by the Escrow Agent for payment to the Seller Gamma Stockholders on a current basis. While the Gamma Earnout Consideration Shares are held in the Earnout Escrow Account, the Seller each Gamma Stockholder shall be entitled to vote all Gamma Earnout SharesConsideration Shares that have been issued in such Gamma Stockholder’s name. Within Once Parent with reasonable efforts determines a portion of the Gamma Earnout Consideration Shares are payable pursuant to Annex I hereto, promptly (but in no event more than five (5) Business Days from the filing of an annual report on Form 20-F by PubCo with the SEC containing an audit report issued by the independent auditor of PubCo for the audited financial statements of PubCo for the fiscal year ending December 31Days) following such determination, 2024 (the “Earnout Period”) prepared in accordance with GAAP (the “PubCo 2024 Audited Financials”), PubCo shall Parent will instruct the Escrow Agent to irrevocably and unconditionally release the vested relevant portion of Gamma Earnout Consideration Shares from the Earnout Escrow Account to the Seller Gamma Stockholders in accordance with the terms of this Agreement and the Escrow AgreementSection 1.08(c). If a portion of the Gamma Earnout Consideration Shares does not become vested pursuant to payable within the terms of this Agreementtime period commencing on the date hereof and ending on April 30, 2023 (the Seller shall execute “Earnout Period”), Parent and the Irrevocable Surrender of Shares in substantially the form attached hereto as Exhibit I with respect to such unvested portion of the Earnout Shares, and surrender such portion of the Earnout Shares to PubCo without consideration. PubCo shall Stockholder Representative will jointly instruct the Escrow Agent to irrevocably and unconditionally release the surrendered relevant portion of the Gamma Earnout Consideration Shares from the Earnout Escrow Account to PubCo, Parent and PubCo Parent shall cancel such surrendered portion of the Gamma Earnout Consideration Shares. For U.S. federal, state and local income tax purposes and foreign tax purposes, the Parties shall treat the Gamma Earnout Shares that are surrendered for cancellation shall cease to be outstanding Consideration Shares, and shall automatically be cancelled and cease to exist as a matter of Cayman Islands law. Notwithstanding anything all dividends earnings or income, if any, earned with respect to the contrary in the foregoing of this Article IV, if the surrender of the unvested portion of the Gamma Earnout Consideration Shares while held by the Seller would cause adverse Tax consequence to Escrow Agent, as owned by the Seller, PubCo shall, upon the Seller’s request, cooperate with the Seller in good faith for the Seller to deliver Gamma Stockholders until such unvested portion of the Earnout Shares to PubCo at no consideration time as they are released or nominal consideration through an alternative method that would not cause adverse Tax consequence to the Sellercancelled by Parent.

Earnout Escrow. (i) At or prior the Closing, Pubco shall also cause to be delivered to the Merger ClosingEscrow Agent a number of Class B Exchange Shares (each valued at the Redemption Price) equal to (x) thirty percent (30%) of the estimated Exchange Consideration, PubCodivided by (y) the Redemption Price otherwise issuable to the Sellers at the Closing based on the Estimated Closing Statement (such Exchange Shares, SPACtogether with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, in each case, as long as they remain in the Earnout Escrow Account, the Seller “Earnout Escrow Shares”, and an escrow agent reasonably acceptable to PubCo and SPAC (together with the Indemnity Escrow Shares, the “Escrow AgentShares”) to be held, along with any other dividends, distributions or other income on the Earnout Escrow Shares, in each case, as long as they remain in the Earnout Escrow Account (together with the Earnout Escrow Shares, the “Earnout Escrow Property”), shall enter into an escrow agreement, effective as of the Merger Effective Time (the “Escrow Agreement”), pursuant to which, at the Merger Closing, the Seller shall deposit with the Escrow Agent the Earnout Shares in a segregated escrow account (the “Earnout Escrow Account”) to be separate from the Indemnity Escrow Account, and disbursed therefrom in accordance with the terms of this Agreement and the Escrow Agreement. The portion of the Class B Exchange Shares that shall be withheld at the Closing for deposit in the Earnout Escrow Account, and any disbursement from the Earnout Escrow Account to Pubco, shall be allocated among the Class B Sellers based on each such Seller’s relative Pro Rata Share (as between themselves). For the avoidance of doubt, the Earnout Escrow Shares may not serve as a source of payment for the obligations of the Sellers under Section 2.5 and the obligations of the Indemnitors pursuant to Article IX if the Indemnity Escrow Property is insufficient to cover such obligations (provided, that the foregoing will remain not prevent the Indemnitors from seeking remedies to satisfy the Main Seller’s obligations under Sections 9.3(b) and 9.5 for indemnification in excess of the Indemnity Escrow Property after being released from the Earnout Escrow Account). Unless otherwise required by Law, all distributions made from the Earnout Escrow Account shall be treated by the Parties as issued and outstanding on PubCo’s balance sheet and will be legally outstanding under the Cayman Companies Act. Any dividends, distributions or other income paid on or otherwise accruing an adjustment to the Exchange Consideration received by the Sellers pursuant to Article II hereof. Until and unless the Earnout Escrow Shares are forfeited in accordance with Section 2.3(b)(ii) below, each Class B Seller shall be distributed by deemed to be the Escrow Agent for payment to the Seller on a current basis. While owner of such Seller’s relative Pro Rata Share (as between themselves) of the Earnout Escrow Shares during the time such Earnout Escrow Shares are held in the Earnout Escrow Account, subject to the Seller shall be entitled to vote all Earnout Shares. Within five (5) Business Days from the filing retention of an annual report on Form 20-F by PubCo with the SEC containing an audit report issued by the independent auditor of PubCo for the audited financial statements of PubCo for the fiscal year ending December 31any dividends, 2024 (the “Earnout Period”) prepared distributions and other earnings thereon in accordance with GAAP (the “PubCo 2024 Audited Financials”), PubCo shall instruct the Escrow Agent to irrevocably and unconditionally release the vested portion of Earnout Shares from the Earnout Escrow Account to the Seller until disbursed therefrom in accordance with the terms and conditions of this Agreement and the Escrow Agreement. If a portion Each Class B Seller shall also have the right to vote such Seller’s relative Pro Rata Share (as between themselves) of the Earnout Escrow Shares does not become vested pursuant to the terms of this Agreement, the Seller shall execute the Irrevocable Surrender of Shares in substantially the form attached hereto (together with any equity securities paid as Exhibit I dividends or distributions with respect to such unvested portion of shares or into which such shares are exchanged or converted) during the Earnout Shares, and surrender such portion of the Earnout Shares to PubCo without consideration. PubCo shall instruct the Escrow Agent to irrevocably and unconditionally release the surrendered portion of the Earnout Shares from time held in the Earnout Escrow Account to PubCo, and PubCo shall cancel such surrendered portion of the as Earnout Escrow Shares. Earnout Shares that are surrendered for cancellation shall cease to be outstanding and shall automatically be cancelled and cease to exist as a matter of Cayman Islands law. Notwithstanding anything to the contrary in the foregoing of this Article IV, if the surrender of the unvested portion of the Earnout Shares by the Seller would cause adverse Tax consequence to the Seller, PubCo shall, upon the Seller’s request, cooperate with the Seller in good faith for the Seller to deliver such unvested portion of the Earnout Shares to PubCo at no consideration or nominal consideration through an alternative method that would not cause adverse Tax consequence to the Seller.