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. (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 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 (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted) during the time held in the Earnout Escrow Account as Earnout Escrow Shares. (ii) The Earnout Escrow Property shall be held in the Earnout Escrow Account and will only become vested and not subject to forfeiture and released to the Class B Sellers, to the extent that the applicable Earnout Target is met for the applicable Earnout Year in accordance with Section 2.6 below. At the end of each Earnout Year, if the applicable Earnout Target for such Earnout Year is not met, the Earnout Escrow Shares applicable to such Earnout Year will be forfeited fully or partially, as applicable, by the Class B Sellers and distributed to Pubco from the Earnout Escrow Account, promptly (but in any event within ten (10) Business Days) after a final determination pursuant to Sections 2.6(a)(i) or 2.6(a)(ii) that the applicable Earnout Target was not met. In such case, the Purchaser Representative and the Seller Representatives will provide joint written instructions to the Escrow Agent to release and surrender the applicable portion of the Earnout Escrow Property to Pubco. Pubco will cancel any Earnout Escrow Shares does not become vested pursuant distributed 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 Pubco from the Earnout Escrow Account promptly after its receipt thereof and cancel any accrued but unpaid dividends payable in respect of such Earnout Escrow Shares. Each Class B Seller by execution of this Agreement acknowledges that such Seller’s right to PubCoreceive the Earnout Escrow Shares and the other Earnout Escrow Property is contingent on the performance of Pubco and its Subsidiaries during the Earnout Period as set forth in Section 2.6 and the Escrow Agreement, and PubCo shall cancel such surrendered portion that if the requirements for the vesting and release 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 Escrow Property to the contrary Class B Sellers as set forth in Section 2.6 and the foregoing of this Article IVEscrow Agreement are not met in accordance with the terms hereof and the Escrow Agreement, if the surrender of the unvested portion of the Earnout Escrow Shares by and the Seller would cause adverse Tax consequence other applicable Earnout Escrow Property will not be paid or delivered to the SellerClass B Sellers, PubCo shall, upon and the Seller’s request, cooperate with the Seller in good faith for the Seller Class B Sellers shall have no right to deliver receive such unvested portion of the Earnout Escrow Shares to PubCo at no consideration or nominal consideration through an alternative method that would not cause adverse Tax consequence to the Sellersuch other applicable Earnout Escrow Property.

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. At or prior to (a) On each of dates that are (i) 90 days after the Merger ClosingClosing Date, PubCo(ii) 180 days after the Closing Date, SPAC(iii) 270 days after the Closing Date, and (iv) 365 days after the Closing Date (such date, the Seller and an escrow agent reasonably acceptable to PubCo and SPAC (the “Escrow AgentEarnout End Date”), shall enter into an escrow agreementBuyer will prepare and promptly deliver to Cantel a certificate, effective signed by a duly authorized officer of Buyer certifying as to the number of Earnout Units purchased by the Earnout Customer as of the Merger Effective Time applicable date, any Earnout Milestone achieved as of such applicable date, any Earnout Payment due and payable a result thereof and together with appropriate supporting documentation (the an “Escrow AgreementEarnout Statement”). Notwithstanding the existence of any dispute regarding any matter set forth in an Earnout Statement, pursuant following delivery of each Earnout Statement, Buyer and Cantel shall promptly deliver a joint written instruction 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 instructing the Escrow Agent for payment to the Seller on a current basis. While the Earnout Shares are held in disburse by wire transfer of immediately available funds to an account designated by Cantel, from the Earnout Escrow Account, all undisputed portions of any Earnout Payment. Buyer and Cantel shall deliver, promptly after the Seller final resolution of any such dispute, a joint written instruction to the Escrow Agent to disburse by wire transfer of immediately available funds to an account designated by Cantel any disputed amounts determined to be owed to Sellers pursuant to an Earnout Statement. To the extent that any dispute with respect to an Earnout Statement is not resolved by the Parties within thirty (30) days after Cantel notifies Buyer thereof, Section 2.6(b)(ii) shall apply mutatis mutandis to this Section 2.9(a) and any dispute regarding any matter set forth in an Earnout Statement. (b) Prior to the Earnout End Date, Buyer and its Affiliates, will conduct the operation of the Business in good faith and in a commercially reasonable manner as not to purposefully distort, reduce or diminish the likelihood of achieving each successive Earnout Milestone or selling any Earnout Units. For clarity, Buyer and its Affiliates shall not take any actions that would have the primary purpose of avoiding or reducing an Earnout Payment, but shall be entitled to vote all Earnout Shares. Within five run the Business (5and its and their other businesses) Business Days from and conduct the filing operations thereof in its and their sole discretion. (c) For purposes of an annual report on Form 20-F by PubCo complying with the SEC containing terms set forth in this Section 2.9, Buyer shall cooperate with and make available to Cantel and its Affiliates such information, and shall permit access to such personnel, as may be relevant and reasonably required in connection with Cantel’s review of the Earnout Statement and the resolution of any disputes with respect to an audit report issued by Earnout Statement and, notwithstanding anything in this Agreement to the independent auditor of PubCo contrary (including Section 6.5), subject to Buyer’s oversight, Sellers may communicate directly or indirectly with the Earnout Customer for the audited financial statements purposes of PubCo for validating any Earnout Statement and determining compliance with this Section 2.9. (d) On the fiscal year ending December 31date that is 366 days after the Closing Date, 2024 (the “Earnout Period”) prepared in accordance with GAAP (the “PubCo 2024 Audited Financials”), PubCo Buyer and Cantel shall jointly instruct the Escrow Agent to irrevocably and unconditionally release disburse by wire transfer of immediately available funds to an account designated by Buyer the vested portion remainder of the Earnout Shares from Escrow Amount then held by the Escrow Agent in the Earnout Escrow Account less any Earnout Payments that have not yet been paid to the Seller in accordance with the terms of Cantel pursuant to this Agreement and or any amount that is the Escrow Agreement. If subject of 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 then-pending or unresolved dispute with respect to such unvested portion of the any Earnout Shares, and surrender such portion of the Earnout Shares Milestone. (e) Any payments made pursuant to PubCo without consideration. PubCo this Section 2.9 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 treated as a matter of Cayman Islands law. Notwithstanding anything an adjustment to the contrary in the foregoing of this Article IV, if the surrender of the unvested portion of the Earnout Shares Purchase Price by the Seller would cause adverse Parties for Tax consequence to the Sellerpurposes, 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 Sellerunless otherwise required by Law.

Earnout Escrow. (i) At or prior the Closing, Pubco shall cause to be delivered to the Merger ClosingEscrow Agent an aggregate of Fifteen Million (15,000,000) Exchange Shares (such Exchange Shares, PubCotogether with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, SPACin 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. . (ii) The Earnout Shares will remain as issued and outstanding on PubCo’s balance sheet Escrow Property shall be held in the Earnout Escrow Account and will only become vested and not subject to forfeiture and released to Designated Share Recipients, to the extent that an Earnout Target is met during the Earnout Period in accordance with Section 2.5 below. Until and unless the Earnout Escrow Property are forfeited in accordance with Section 2.5, each Designated Share Recipient shall be legally outstanding under deemed to be the Cayman Companies Act. Any owner of such Designated Share Recipient’s relative allocation of the Earnout Escrow Property during the time such Earnout Escrow Property are held in the Earnout Escrow Account, subject to the retention of any dividends, distributions or and other income paid earnings thereon in the Earnout Escrow Account until disbursed therefrom in accordance with the terms and conditions of this Agreement and the Escrow Agreement. The portion of the 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 Designated Share Recipient’s based on or each such Designated Share Recipient’s allocated share of the Earnout Escrow Shares as set forth on Annex II. Unless otherwise accruing required by Law, all distributions made from the Earnout Escrow Account shall be treated by the Parties as an adjustment to the Exchange Consideration received by the Seller pursuant to ARTICLE II hereof. Until and unless the Earnout Escrow Shares are forfeited in accordance with Section 2.6(a)(ii) below, each Designated Share Recipient shall be distributed by deemed to be the Escrow Agent for payment to the Seller on a current basis. While owner of such Designated Share Recipient’s allocated share 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 Each Designated Share Recipient shall have the right to vote such Designated Share Recipient’s allocated share of the Earnout Escrow Shares (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted) during the time held in the Earnout Escrow Account as Earnout Escrow Shares. (iii) The Earnout Escrow Property shall be held in the Earnout Escrow Account and will only become vested and not subject to forfeiture and released to the Designated Share Recipient, to the extent that one of the Earnout Targets is met during the Earnout Period in accordance with Section 2.5 below. At the end of the Earnout Period, neither of the Earnout Targets for the Earnout Period is met, all of the Earnout Escrow Property will be forfeited by the Designated Share Recipients and distributed to Pubco from the Earnout Escrow Account, promptly (but in any event within ten (10) Business Days) after a final determination pursuant to Sections 2.5 that neither Earnout Target was met. In such case, the Purchaser Representative and the Seller Representative will provide joint written instructions to the Escrow Agent to release and surrender the applicable portion of the Earnout Escrow Property to Pubco. Pubco will cancel any Earnout Escrow Shares does not become vested pursuant distributed 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 Pubco from the Earnout Escrow Account to PubCopromptly after its receipt thereof and cancel any accrued but unpaid dividends payable in respect of such Earnout Escrow Shares. Seller by execution of this Agreement acknowledges, and PubCo shall cancel such surrendered portion advise each Designated Share Recipient, that the Designated Share Recipients’ right to receive the Earnout Escrow Property is contingent on the performance of Pubco and its Subsidiaries during the Earnout Period as set forth in Section 2.5 and the Escrow Agreement, and that if the requirements for the vesting and release 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 Escrow Property to the contrary Designated Share Recipients as set forth in Section 2.5 and the foregoing of this Article IVEscrow Agreement are not met in accordance with the terms hereof and the Escrow Agreement, if the surrender of the unvested portion of the Earnout Shares by the Seller would cause adverse Tax consequence Escrow Property will not be paid or delivered to the SellerDesignated Share Recipients, PubCo shall, upon and the Seller’s request, cooperate with the Seller in good faith for the Seller Designated Share Recipients shall have no right to deliver receive such unvested portion of the Earnout Escrow Shares to PubCo at no consideration or nominal consideration through an alternative method that would not cause adverse Tax consequence to the Sellersuch other Earnout Escrow Property.

Earnout Escrow. At or prior to the Merger Closing, PubCo, SPAC, the Seller Purchaser 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 Stockholders shall deposit the Earnout Holdback Shares with the Escrow Agent pursuant to 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 Escrow Agreement shall be executed and delivered by the Stockholders and appropriate BCC Party at Closing. Until such time 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 Holdback 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 have been delivered pursuant to the terms of this the Earnout Escrow Agreement, the Seller shall execute the Irrevocable Surrender each Stockholder covenants and agrees not to sell, transfer, pledge, assign, hypothecate or dispose of Shares in substantially the form attached hereto as Exhibit I or enter any contract, option or pledge or understanding (written or not) with respect to such unvested portion the sale, transfer, pledge, assignment, hypothecation or other disposition of the Earnout Shares, and surrender such portion of the Earnout Holdback Shares to PubCo without considerationor any dividends or distributions that may be declared or paid with respect thereof. PubCo shall instruct the Escrow Agent to irrevocably and unconditionally release the surrendered portion of the Earnout Shares from Nothing in this Agreement or the Earnout Escrow Account Agreement shall require Surviving Corporation or BCC to PubCotake any action after the Effective Time that BCC determines, and PubCo in its sole discretion, is not in the best interests of Surviving Corporation or to conduct its business or the business of Surviving Corporation contrary to the Surviving Corporation's business plan or corporate governance." 16. In Section 13 all references to "Purchaser" shall cancel such surrendered portion of be changed to "Surviving Corporation." 17. In Section 17(a) all references to "Escrow Stockholders" shall be changed to "Stockholders" with relation to the Earnout SharesEscrow. 18. Earnout Shares that are surrendered for cancellation In Section 17(c)(i) all references to "Purchaser" shall cease be changed 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"Purchaser, 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 Surviving Corporation or nominal consideration through an alternative method that would not cause adverse Tax consequence to the SellerBCC Parties."