Common use of Earnout Payment Clause in Contracts

Earnout Payment. (i) If the Share Price is equal to or greater than $15.00 for at least 20 out of 30 consecutive trading days (counting only those trading days in which there is trading activity) from the period starting from the date immediately following the Closing Date and ending on December 31, 2026 (the “Share Price Earnout”), then Purchaser, along with the Seller Representative, shall prepare, execute and deliver to the Escrow Agent, as soon as practicable but no later than thirty (30) days after the Share Price Earnout is achieved, a joint written instruction instructing the Escrow Agent to release 2,500,000 of the Seller Earnout Escrow Shares from the Seller Earnout Escrow Account to the Sellers in the amounts set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10). (ii) If the EBITDA for any fiscal year ending on or before December 31, 2027 is equal to or greater than $60,000,000 as finally determined pursuant to Section 2.08(a) (the “EBITDA Earnout”), then Purchaser, along with the Seller Representative, shall prepare, execute and deliver to the Escrow Agent, as soon as practicable but no later than thirty (30) days after the EBITDA Earnout is achieved, a joint written instruction instructing the Escrow Agent to release 2,500,000 of the Seller Earnout Escrow Shares from the Seller Earnout Escrow Account to the Sellers in the amounts set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10). (iii) If there are any Seller Earnout Escrow Shares remaining in the Seller Earnout Escrow Account after application of Section 2.08(b)(i)-(ii), then Purchaser, along with the Seller Representative, shall prepare, execute and deliver to the Escrow Agent, as soon as practicable but no later than thirty (30) days after the applicable earnout period has elapsed, a joint written instruction instructing the Escrow Agent to release such remaining Seller Earnout Escrow Shares from the Seller Earnout Escrow Account to Purchaser, which shares will then be held as treasury shares or canceled by Purchaser, at Purchaser’s election. (iv) Any payment made pursuant to this Section 2.08 shall be treated as an adjustment to the purchase price for all Tax purposes, except to the extent otherwise required by applicable Law (including, for the avoidance of doubt, with respect to any amounts required to be treated as interest pursuant to Section 483 of the Code or otherwise).

Earnout Payment. (i) If (x) the Adjusted EBITDA for the fiscal year ending on December 31, 2023 is equal to or greater than $16,000,000 as finally determined pursuant to Section 2.09(a) (“Earnout Milestone 1”) and (y) the Share Price is equal to or greater than $11.00 for at least 20 out of 30 consecutive trading days (counting only those trading days in which there is trading activity) immediately preceding the date of the Earnout Statement for which Earnout Milestone 1 is satisfied (“Share Price Milestone 1”), then the Purchaser Representative and Seller shall prepare, execute and deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release 6,000,000 of the Earnout Escrow Shares from the Earnout Escrow Account to Seller. If Earnout Milestone 1 is satisfied but Share Price Milestone 1 is not satisfied, then Share Price Milestone 1 will be deemed to be satisfied if either of the following are met: (1) the Share Price is equal to or greater than $11.00 for at least 20 out of 30 consecutive trading days (counting only those trading days in which there is trading activity) from January 1, 2024 through December 31, 2028 or (ii) the Calculated Share Price is equal to or greater than $11.00 as of December 31, 2028. (ii) If (x) the Adjusted EBITDA for the fiscal year ending on December 31, 2024 is equal to or greater than $52,000,000 as finally determined pursuant to Section 2.09(a) (“Earnout Milestone 2”) and (y) the Share Price is equal to or greater than $13.00 for at least 20 out of 30 consecutive trading days (counting only those trading days in which there is trading activity) immediately preceding the date of the Earnout Statement for which Earnout Milestone 2 is satisfied (“Share Price Milestone 2”), then the Purchaser Representative and Seller shall prepare, execute and deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release (i) 6,000,000 of the Earnout Escrow Shares plus (ii) to the extent that no Earnout Escrow Shares were released to the Seller pursuant to Section 2.09(b)(i), 6,000,000 of the Earnout Escrow Shares, in each case, from the Earnout Escrow Account to Seller. If Earnout Milestone 2 is satisfied but Share Price Milestone 2 is not satisfied, then Share Price Milestone 2 will be deemed to be satisfied if either of the following are met: (1) the Share Price is equal to or greater than $13.00 for at least 20 out of 30 consecutive trading days (counting only those trading days in which there is trading activity) from January 1, 2025 through December 31, 2029 or (ii) the Calculated Share Price is equal to or greater than $13.00 as of December 31, 2029. (iii) If (x) the Adjusted EBITDA for the fiscal year ending on December 31, 2025 is equal to or greater than $156,000,000 as finally determined pursuant to Section 2.09(a) (“Earnout Milestone 3”) and (y) Share Price is equal to or greater than $15.00 for at least 20 out of 30 consecutive trading days (counting only those trading days in which there is trading activity) immediately preceding the date of the Earnout Statement for which Earnout Milestone 3 is satisfied (“Share Price Milestone 3”), then the Purchaser Representative and Seller shall prepare, execute and deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release (i) 8,000,000 of the Earnout Escrow Shares plus (ii) to the extent that no Earnout Escrow Shares were released to the Seller pursuant to Section 2.09(b)(i), 6,000,000 of the Earnout Escrow Shares, plus (iii) to the extent that no Earnout Escrow Shares were released to the Seller pursuant to Section 2.09(b)(ii), 6,000,000 of the Earnout Escrow Shares, in each case, from the Earnout Escrow Account to Seller. If Earnout Milestone 3 is satisfied but Share Price Milestone 3 is not satisfied, then Share Price Milestone 3 will be deemed to be satisfied if either of the following are met: (1) the Share Price is equal to or greater than $15.00 for at least 20 out of 30 consecutive trading days (counting only those trading days in which there is trading activity) from the period starting from the date immediately following the Closing Date and ending on January 1, 2026 through December 31, 2026 2030 or (ii) the “Calculated Share Price Earnout”is equal to or greater than $15.00 as of December 31, 2030. (iv) If there are any Earnout Escrow Shares remaining in the Earnout Escrow Account after application of Sections 2.09(b)(i)-(iii), then Purchaser, along with the Purchaser Representative and Seller Representative, shall prepare, execute and deliver to the Escrow Agent, as soon as practicable but no later than thirty (30) days after the Share Price Earnout is achieved, a joint written instruction instructing the Escrow Agent to release 2,500,000 of the Seller Earnout Escrow Shares from the Seller Earnout Escrow Account to the Sellers in the amounts set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10). (ii) If the EBITDA for any fiscal year ending on or before December 31, 2027 is equal to or greater than $60,000,000 as finally determined pursuant to Section 2.08(a) (the “EBITDA Earnout”), then Purchaser, along with the Seller Representative, shall prepare, execute and deliver to the Escrow Agent, as soon as practicable but no later than thirty (30) days after the EBITDA Earnout is achieved, a joint written instruction instructing the Escrow Agent to release 2,500,000 of the Seller Earnout Escrow Shares from the Seller Earnout Escrow Account to the Sellers in the amounts set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10). (iii) If there are any Seller Earnout Escrow Shares remaining in the Seller Earnout Escrow Account after application of Section 2.08(b)(i)-(ii), then Purchaser, along with the Seller Representative, shall prepare, execute and deliver to the Escrow Agent, as soon as practicable but no later than thirty (30) days after the applicable earnout period has elapsed, a joint written instruction instructing the Escrow Agent to release such remaining Seller Earnout Escrow Shares from the Seller Earnout Escrow Account to Purchaser, which shares will then be held as treasury shares or canceled by Purchaser, at Purchaser’s election. (ivv) Any payment made pursuant to this Section 2.08 2.09 shall be treated as an adjustment to the purchase price for all Tax purposes, except to the extent otherwise required by applicable Law (including, for the avoidance of doubt, with respect to any amounts required to be treated as interest pursuant to Section 483 of the Code or otherwise).

Earnout Payment. (i) If (x) the Adjusted EBITDA for the fiscal year ending on December 31, 2023 is equal to or greater than $33,000,000 as finally determined pursuant to Section 2.09(a) (“Earnout Milestone 1”) and (y) the Share Price is equal to or greater than $11.00 for at least 20 out of 30 consecutive trading days (counting only those trading days in which there is trading activity) immediately preceding the date of the Earnout Statement for which Earnout Milestone 1 is satisfied (“Share Price Milestone 1”), then the Purchaser Representative and Seller shall prepare, execute and deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release 8,000,000 of the Earnout Escrow Shares from the Earnout Escrow Account to Seller. If Earnout Milestone 1 is satisfied but Share Price Milestone 1 is not satisfied, then Share Price Milestone 1 will be deemed to be satisfied if either of the following are met: (1) the Share Price is equal to or greater than $11.00 for at least 20 out of 30 consecutive trading days (counting only those trading days in which there is trading activity) from January 1, 2024 through December 31, 2028 or (ii) the Calculated Share Price is equal to or greater than $11.00 as of December 31, 2028. (ii) If (x) the Adjusted EBITDA for the fiscal year ending on December 31, 2024 is equal to or greater than $75,000,000 as finally determined pursuant to Section 2.09(a) (“Earnout Milestone 2”) and (y) the Share Price is equal to or greater than $13.00 for at least 20 out of 30 consecutive trading days (counting only those trading days in which there is trading activity) immediately preceding the date of the Earnout Statement for which Earnout Milestone 2 is satisfied (“Share Price Milestone 2”), then the Purchaser Representative and Seller shall prepare, execute and deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release (i) 12,000,000 of the Earnout Escrow Shares plus (ii) to the extent that no Earnout Escrow Shares were released to the Seller pursuant to Section 2.09(b)(i), 8,000,000 of the Earnout Escrow Shares, in each case, from the Earnout Escrow Account to Seller. If Earnout Milestone 2 is satisfied but Share Price Milestone 2 is not satisfied, then Share Price Milestone 2 will be deemed to be satisfied if either of the following are met: (1) the Share Price is equal to or greater than $13.00 for at least 20 out of 30 consecutive trading days (counting only those trading days in which there is trading activity) from January 1, 2025 through December 31, 2029 or (ii) the Calculated Share Price is equal to or greater than $13.00 as of December 31, 2029. (iii) If (x) the Adjusted EBITDA for the fiscal year ending on December 31, 2025 is equal to or greater than $135,000,000 as finally determined pursuant to Section 2.09(a) (“Earnout Milestone 3”) and (y) the Share Price is equal to or greater than $15.00 for at least 20 out of 30 consecutive trading days (counting only those trading days in which there is trading activity) immediately preceding the date of the Earnout Statement for which Earnout Milestone 3 is satisfied (“Share Price Milestone 3”), then the Purchaser Representative and Seller shall prepare, execute and deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release (i) 15,000,000 of the Earnout Escrow Shares plus (ii) to the extent that no Earnout Escrow Shares were released to the Seller pursuant to Section 2.09(b)(i), 8,000,000 of the Earnout Escrow Shares, plus (iii) to the extent that no Earnout Escrow Shares were released to the Seller pursuant to Section 2.09(b)(ii), 12,000,000 of the Earnout Escrow Shares, in each case, from the Earnout Escrow Account to Seller. If Earnout Milestone 3 is satisfied but Share Price Milestone 3 is not satisfied, then Share Price Milestone 3 will be deemed to be satisfied if either of the following are met: (1) the Share Price is equal to or greater than $15.00 for at least 20 out of 30 consecutive trading days (counting only those trading days in which there is trading activity) from the period starting from the date immediately following the Closing Date and ending on January 1, 2026 through December 31, 2026 2030 or (ii) the “Calculated Share Price Earnout”is equal to or greater than $15.00 as of December 31, 2030. (iv) If there are any Earnout Escrow Shares remaining in the Earnout Escrow Account after application of Sections 2.09(b)(i)-(iii), then Purchaser, along with the Purchaser Representative and Seller Representative, shall prepare, execute and deliver to the Escrow Agent, as soon as practicable but no later than thirty (30) days after the Share Price Earnout is achieved, a joint written instruction instructing the Escrow Agent to release 2,500,000 of the Seller Earnout Escrow Shares from the Seller Earnout Escrow Account to the Sellers in the amounts set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10). (ii) If the EBITDA for any fiscal year ending on or before December 31, 2027 is equal to or greater than $60,000,000 as finally determined pursuant to Section 2.08(a) (the “EBITDA Earnout”), then Purchaser, along with the Seller Representative, shall prepare, execute and deliver to the Escrow Agent, as soon as practicable but no later than thirty (30) days after the EBITDA Earnout is achieved, a joint written instruction instructing the Escrow Agent to release 2,500,000 of the Seller Earnout Escrow Shares from the Seller Earnout Escrow Account to the Sellers in the amounts set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10). (iii) If there are any Seller Earnout Escrow Shares remaining in the Seller Earnout Escrow Account after application of Section 2.08(b)(i)-(ii), then Purchaser, along with the Seller Representative, shall prepare, execute and deliver to the Escrow Agent, as soon as practicable but no later than thirty (30) days after the applicable earnout period has elapsed, a joint written instruction instructing the Escrow Agent to release such remaining Seller Earnout Escrow Shares from the Seller Earnout Escrow Account to Purchaser, which shares will then be held as treasury shares or canceled by Purchaser, at Purchaser’s election. (ivv) Any payment made pursuant to this Section 2.08 2.09 shall be treated as an adjustment to the purchase price for all Tax purposes, except to the extent otherwise required by applicable Law (including, for the avoidance of doubt, with respect to any amounts required to be treated as interest pursuant to Section 483 of the Code or otherwise).

Earnout Payment. (ia) If Earnout Escrow Fund. By virtue of this Agreement, and as promptly ------------------- as practicable after the Share Price is equal to or greater than $15.00 for at least 20 out of 30 consecutive trading days (counting only those trading days in which there is trading activity) from Effective Time, Parent will deposit with the period starting from the date immediately following the Closing Date Chase Manhattan Bank and ending on December 31Trust Company, 2026 National Association (the “Share Price Earnout”"Escrow Agent") the Earnout Escrow Amount (plus any additional shares as may be issued in respect of any stock split, stock dividend or recapitalization effected by Parent after the Effective Time), then Purchaser, along such deposit of the Earnout Escrow Amount to constitute an escrow fund (the "Earnout Escrow Fund") to be governed by the terms set forth herein and by the terms of the Escrow Agreement with the Seller Representative, shall prepare, execute and deliver to the Escrow Agent, . The Shareholder Agent (as soon defined in Section 7.2(i)) will notify Parent when the -------------- Shareholder Agent believes that the Earnout Criterion (as practicable but no later than thirty defined in Section ------- 1.10(b) hereof) has been satisfied. Within sixty (3060) days after the Share Price end of ------- Parent's fiscal quarter in which such notice has been provided, Parent will perform an analysis to determine whether the Earnout is achievedCriterion has been satisfied. If Parent agrees that the Earnout Criterion has been satisfied, a then within ninety (90) days after the end of such fiscal quarter, the Shareholder Agent and an officer of Parent will deliver joint written instruction instructions to the Escrow Agent instructing the Escrow Agent to release 2,500,000 deliver to each Shareholder the Pro Rata Portion of the Seller Earnout Escrow Shares from Amount; provided, however, that if the Seller Earnout Criterion has not been met within two (2) years of March 21, 2001, the Earnout Escrow Account to the Sellers in the amounts set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10). (ii) If the EBITDA for any fiscal year ending on or before December 31, 2027 is equal to or greater than $60,000,000 as finally determined pursuant to Section 2.08(a) (the “EBITDA Earnout”), then Purchaser, along with the Seller Representative, shall prepare, execute and deliver to the Escrow Agent, as soon as practicable but no later than thirty (30) days after the EBITDA Earnout is achieved, a joint written instruction instructing the Escrow Agent to release 2,500,000 of the Seller Earnout Escrow Shares from the Seller Earnout Escrow Account to the Sellers in the amounts set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10). (iii) If there are any Seller Earnout Escrow Shares remaining in the Seller Earnout Escrow Account after application of Section 2.08(b)(i)-(ii), then Purchaser, along with the Seller Representative, shall prepare, execute and deliver to the Escrow Agent, as soon as practicable but no later than thirty (30) days after the applicable earnout period has elapsed, a joint written instruction instructing the Escrow Agent to release such remaining Seller Earnout Escrow Shares from the Seller Earnout Escrow Account to Purchaser, which shares will then be held as treasury shares or canceled by Purchaser, at Purchaser’s election. (iv) Any payment made pursuant to this Section 2.08 Amount shall be treated as an adjustment returned to the purchase price Parent for all Tax purposes, except to the extent otherwise required by applicable Law (including, for the avoidance of doubt, with respect to any amounts required to be treated as interest pursuant to Section 483 of the Code or otherwise)cancellation.

Earnout Payment. (i) If the Share Price is equal to or greater than $15.00 for at least 20 out of 30 consecutive trading days (counting only those trading days in which there is trading activity) from the period starting from the date immediately following the Closing Date and ending on December 31, 2026 (the “Share Price Earnout”), then PurchaserDV, along with the Seller DV Shareholders Representative, shall prepare, execute and deliver to the Escrow Agent, as soon as practicable but no later than thirty (30) days after the Share Price Earnout is achieved, a joint written instruction instructing the Escrow Agent to release 2,500,000 one-half of the Seller DV Shareholder Earnout Escrow Shares from the Seller DV Shareholder Earnout Escrow Account to the Sellers DV Shareholders in the amounts set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10)Spreadsheet. (ii) If the EBITDA for any fiscal year ending on or before December 31, 2027 is equal to or greater than $60,000,000 as finally determined pursuant to Section 2.08(a2.10(a) (the “EBITDA Earnout”), then PurchaserDV, along with the Seller DV Shareholders Representative, shall prepare, execute and deliver to the Escrow Agent, as soon as practicable but no later than thirty (30) days after the EBITDA Earnout is achieved, a joint written instruction instructing the Escrow Agent to release 2,500,000 one-half of the Seller DV Shareholder Earnout Escrow Shares from the Seller DV Shareholder Earnout Escrow Account to the Sellers DV Shareholders in the amounts set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10)Spreadsheet. (iii) If there are any Seller DV Shareholder Earnout Escrow Shares remaining in the Seller DV Shareholder Earnout Escrow Account after application of Section 2.08(b)(i)-(ii2.10(b)(i)-(ii), then PurchaserDV, along with the Seller DV Shareholders Representative, shall prepare, execute and deliver to the Escrow Agent, as soon as practicable but no later than thirty (30) days after the applicable earnout period has elapsed, a joint written instruction instructing the Escrow Agent to release such remaining Seller DV Shareholder Earnout Escrow Shares from the Seller DV Shareholder Earnout Escrow Account to PurchaserDV, which shares will then be held as treasury shares or canceled by PurchaserDV, at PurchaserDV’s election. (iv) Any payment made pursuant to this Section 2.08 2.10 shall be treated as an adjustment to the purchase price Closing Consideration for all Tax purposes, except to the extent otherwise required by applicable Law (including, for the avoidance of doubt, with respect to any amounts required to be treated as interest pursuant to Section 483 of the Code or otherwise).