Common use of Earnout Shares Clause in Contracts

Earnout Shares. The parties hereto hereby agree that (x) 50% of the Pubco Ordinary Shares to be held by each Sponsor Member immediately following the Second Merger Effective Time and after giving effect to the Share Cancellation shall be fully vested and freely tradable, subject only to the restrictions set forth in that certain Letter Agreement, dated as of December 14, 2021, by and between the Sponsor Members and SPAC (as may be amended from time to time, the “Insider Letter Agreement”), and (y) the Sponsor Members will place, or cause to be placed, the remaining 50% of the Pubco Ordinary Shares to be issued to each Sponsor Member immediately following the Second Merger Effective Time and after giving effect to the Share Cancellation into escrow (the “Earnout Shares”) to be transferred to a mutually agreed upon escrow agent and held in such escrow pursuant to a customary escrow agreement to be mutually agreed upon by the Sponsor Members and Pubco, such escrow agent holding the number of Earnout Shares relating to any Sponsor Member as nominee of and for the benefit of such Sponsor Member, subject always to the terms of this Agreement and such escrow agreement. The Earnout Shares shall become fully vested such that they shall be released from escrow pursuant to such escrow agreement, and delivered to be held directly by the Sponsor Members immediately upon the satisfaction of the vesting and forfeiture as described below.