Common use of Earnout Clause in Contracts

Earnout. (a) Following the Closing, and as additional contingent consideration for the Mergers and the other Transactions, within ten (10) Business Days after the occurrence of an Earnout Event, PubCo shall issue or cause to be issued to such shareholders of the Company (the “Earnout Participants,” as listed on the Schedule I attached hereto) pro rata the following additional shares of PubCo Ordinary Shares (which shall be equitably adjusted for share subdivisions, share consolidations, share dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to PubCo Ordinary Shares occurring on or after the date hereof, the “Earnout Shares” as set forth on Schedule I), upon the terms and subject to the conditions set forth in this Agreement and the other Ancillary Agreements: (i) upon the occurrence of Earnout Event I, a one-time issuance of 15,000,000 Earnout Shares; and (ii) upon the occurrence of Earnout Event II, a one-time issuance of 20,000,000 Earnout Shares. (b) For the avoidance of doubt, the Earnout Participants shall be entitled to receive Earnout Shares upon the occurrence of each Earnout Event. (c) No Earnout Shares issuable pursuant to this Section 2.8, if any, shall be released to any Company Shareholder who is required to file notification pursuant to the HSR Act or under any applicable antitrust or other competition Laws of any non-U.S. jurisdictions (collectively, “Foreign Antitrust Laws”) until any applicable waiting period pursuant to the HSR Act or Foreign Antitrust Laws has expired or been terminated (provided, that any such Company Shareholder has notified PubCo of such required filing pursuant to the HSR Act or Foreign Antitrust Laws in connection therewith following reasonable advance notice from PubCo of the reasonably anticipated issuance of Earnout Shares).

Earnout. (a) Following the Closing, and as additional contingent consideration for the Mergers and the other Transactions, within ten five (105) Business Days after the occurrence of an Earnout a Milestone Event, PubCo Parent shall issue or cause to be issued to each Participating Securityholder such shareholders Participating Securityholder’s Earnout Pro Rata Share of the Company (the “Aggregate Earnout Participants,” as listed on the Schedule I attached hereto) pro rata Shares issuable pursuant to Section 3.05 and in accordance with the following additional shares of PubCo Ordinary Shares schedule (which shall be equitably adjusted for share subdivisions, share consolidations, share dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to PubCo Ordinary Shares occurring on or after the date hereofsuch shares, the “Earnout Shares” as set forth on Schedule I”), upon ; provided that any such issuance of Earnout Shares will not be made to any Participating Securityholder for which a filing under the terms and subject to HSR Act is required in connection with the conditions set forth in this Agreement and issuance of Earnout Shares until the other Ancillary Agreementsapplicable waiting period under the HSR Act has expired or been terminated: (i) upon Upon the occurrence of Earnout Milestone Event I, a one-time issuance of 15,000,000 one-half (1/2) of the Aggregate Earnout Shares; and (ii) upon Upon the occurrence of Earnout Milestone Event II, a one-time issuance of 20,000,000 one-half (1/2) of the Aggregate Earnout Shares. (b) For the avoidance of doubt, (i) the Earnout Participants Participating Securityholders shall be entitled to receive the Earnout Shares upon the occurrence of each Milestone Event; provided that each Milestone Event shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout EventShares; and (ii) to the extent that any Milestone Event does not occur in accordance with the terms of this Agreement, any Earnout Shares that would otherwise be issued under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereof. (c) No Following the second (2nd) anniversary of the Closing Date, the Participating Securityholders shall have no further right to receive any Earnout Shares. (d) The Parent Common Stock price targets set forth in the definitions of Milestone Event I and Milestone Event II shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Parent Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Parent Common Stock occurring after the Closing. (e) Notwithstanding anything to the contrary set forth herein, to the extent that any portion of the Aggregate Earnout Shares would otherwise be issued to a holder of Company RSUs converted into Converted RSUs pursuant to Section 3.01(b)(iv) had such Company RSUs been vested as of immediately prior to the Closing (each such Converted RSU, an “Unvested Converted RSU”) or to a holder of Company Options converted into Converted Options pursuant to Section 3.01(b)(viii) had such Company Options been vested as of immediately prior to the Closing (each such Converted Option, an “Unvested Converted Option”), then, in lieu of issuing the Earnout Pro Rata Share of the Aggregate Earnout Shares to such holder of Unvested Converted RSUs or Unvested Converted Options, Parent shall instead issue or cause to be issued, as soon as practicable following the later of (i) the occurrence of the applicable Milestone Event and (ii) Parent’s filing of a registration statement on Form S-8, (x) to such holder of Unvested Converted RSUs, an award of restricted stock units in respect of shares of Parent Common Stock issued under and pursuant to the Parent Equity Incentive Plan (each, an “Earnout RSU”) for a number of shares of Parent Common Stock equal to the Earnout Pro Rata Share of the Aggregate Earnout Shares issuable pursuant with respect to this Section 2.8such Unvested Converted RSUs and (y) to such holder of Unvested Converted Options, if any, shall be released to any Company Shareholder who is required to file notification an award of options in respect of shares of Parent Common Stock issued under and pursuant to the HSR Act or under any applicable antitrust or other competition Laws of any non-U.S. jurisdictions Parent Equity Incentive Plan (collectivelyeach, an “Foreign Antitrust LawsEarnout Option”) until for a number of shares of Parent Common Stock equal to the Earnout Pro Rata Share of the Aggregate Earnout Shares issuable with respect to such Unvested Converted Options. Such Earnout RSUs shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable waiting period Unvested Converted RSU and shall be subject to the same vesting conditions as applied to the applicable Unvested Converted RSU. Such Earnout Options shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Unvested Converted Option and shall be subject to the same vesting conditions as applied to the applicable Unvested Converted Option. All Earnout RSUs and all Earnout Options to be issued hereunder shall be issued under and pursuant to the HSR Act terms of the Parent Equity Incentive Plan and shall cover a number of shares in addition to, and will not otherwise reduce or Foreign Antitrust Laws has expired or been terminated (provideddecrease, that any such Company Shareholder has notified PubCo of such required filing the share reserve approved for all other awards under the Parent Equity Incentive Plan pursuant to Section 7.01. (f) (i) A holder of Converted RSUs shall only be granted Earnout RSUs if such holder remains in continuous service to Parent, the HSR Act Company or Foreign Antitrust Laws in connection therewith following reasonable advance notice one of their respective Subsidiaries from PubCo of the reasonably anticipated issuance of Earnout Shares)date the Company RSU to which the Converted RSU relates was granted through the date on which the applicable Milestone Event is achieved.

Earnout. (a) Following Subject to Section 1.12(c) below, following the Closing, and as additional contingent consideration for the Mergers Merger and the other Transactionstransactions contemplated hereby, within ten five (105) Business Days after the occurrence of an Earnout a Triggering Event, PubCo the Purchaser shall issue or cause to be issued to such shareholders each Participating Equityholder its respective Pro Rata Share of the Company (the “Earnout Participants,” as listed on the Schedule I attached hereto) pro rata the following additional aggregate number of shares of PubCo Ordinary Shares Purchaser Class A Common Stock set forth below (which aggregate amount shall be equitably adjusted for share subdivisionsstock splits, share consolidationsreverse stock splits, share stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to PubCo Ordinary Shares the Purchaser Class A Common Stock occurring on or after the date hereofClosing) (such shares, the “Earnout Shares” as set forth on Schedule I”), in each case upon the terms and subject to the conditions set forth in this Agreement and the other Ancillary AgreementsAgreement: (i) upon Upon the occurrence of Earnout Triggering Event I, a one-time issuance to all Participating Equityholders of 15,000,000 1,000,000 Earnout Shares; and; (ii) upon Upon the occurrence of Earnout Triggering Event II, a one-time issuance to all Participating Equityholders of 20,000,000 1,000,000 Earnout Shares; and (iii) Upon the occurrence of Triggering Event III, a one-time issuance to all Participating Equityholders of 1,000,000 Earnout Shares. (b) For the avoidance of doubt, subject to Section 1.12(c) below, the Earnout Participants Participating Equityholders shall be entitled to receive the relevant number of Earnout Shares upon the occurrence of each Triggering Event; provided, however, that each Triggering Event shall only occur once, if at all, and in no event shall the Participating Equityholders be entitled to receive more than an aggregate of 3,000,000 Earnout EventShares. (c) No The Purchaser shall, in satisfaction of any obligation to issue Earnout Shares issuable to any Deemed Equity Holder under this Section 1.12, issue an equity award to the Deemed Equity Holder from the Earnout Subpool (as such term shall be defined in the Stock Incentive Plan) (the “Earnout Equity Awards”) as soon as practicable following the later of (i) the occurrence of the applicable Triggering Event and (ii) the Purchaser’s filing of an appropriate registration statement for the Stock Incentive Plan. The number of shares of Purchaser Class A Common Stock subject to each Earnout Equity Award shall be the number of shares equal to such Participating Equityholder’s Pro Rata Share of the Earnout Shares being issued. Each Earnout Equity Award shall be subject to the terms of the Stock Incentive Plan and shall be in the form (which may include, for the avoidance of doubt, an award of fully-vested stock), and may be subject to such terms and conditions (including vesting), as the Post-Closing Purchaser Board (or a committee thereof) shall determine at the time of grant. For the avoidance of doubt, if a Deemed Equity Holder ceases to be employed or otherwise provide services to the Purchaser or its Subsidiaries between the date of the occurrence of the Triggering Event and the date of grant of the Earnout Equity Award, such Deemed Equity Holder shall not be entitled to receive such Earnout Equity Award. (d) If, during the Earnout Period, there is a Change of Control pursuant to this Section 2.8which the Purchaser or its stockholders have the right to receive consideration implying a value per share of Purchaser Class A Common Stock (as determined in good faith by the Purchaser’s Board of Directors) equaling or exceeding the volume-weighted average closing sale price underlying one or more Triggering Events, if anythen, immediately prior to the consummation of such Change of Control, (i) to the extent the relevant Triggering Event has not previously occurred, such relevant Triggering Event shall be released deemed to have occurred and (ii) each Participating Equityholder shall be entitled to receive its Pro Rata Share of the applicable number of Earnout Shares to be issued based on the deemed occurrence of the applicable Triggering Event(s). (e) If, during the Earnout Period, (i) any Company Shareholder who liquidation, dissolution or winding up of the Purchaser is required to file notification pursuant initiated, (ii) any bankruptcy, dissolution or liquidation proceeding is instituted by or against the Purchaser or (iii) the Purchaser makes an assignment for the benefit of creditors or consents to the HSR Act appointment of a custodian, receiver or under trustee for all or substantial part of its assets or properties, then any applicable antitrust Earnout Shares that have not been previously issued by the Purchaser (whether or not previously earned) shall be deemed earned and due by the Purchaser to the Participating Equityholders (in accordance with each Participating Equityholder’s respective Pro Rata Share). (f) The Purchaser Class A Common Stock price targets set forth in the definitions of Triggering Event I, Triggering Event II and Triggering Event III shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other competition Laws of any non-U.S. jurisdictions like change or transaction with respect to Purchaser Class A Common Stock occurring on or after the Closing (collectively, “Foreign Antitrust Laws”) until any applicable waiting period pursuant to other than the HSR Act or Foreign Antitrust Laws has expired or been terminated (provided, that any such Company Shareholder has notified PubCo of such required filing pursuant to the HSR Act or Foreign Antitrust Laws in connection therewith following reasonable advance notice from PubCo conversion of the reasonably anticipated issuance Purchaser Class B Common Stock into Purchaser Class A Common Stock at the Closing or the conversion of Earnout Sharesshares of Purchaser Class C Common Stock into shares of Purchaser Class A Common Stock after the Closing).

Earnout. (a) Following the Closing, and as additional contingent consideration for the Mergers Merger and the other Transactionstransactions contemplated hereby, within ten five (105) Business Days after the occurrence of an Earnout a Triggering Event, PubCo Acquiror shall issue or cause to be issued to such shareholders of the each Eligible Company Equityholder (the “Earnout Participants,” as listed on the Schedule I attached heretoin accordance with its respective Pro Rata Share) pro rata the following additional shares of PubCo Ordinary Shares Acquiror Common Stock (which shall be equitably adjusted for share subdivisionsstock splits, share consolidationsreverse stock splits, share stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to PubCo Ordinary Shares Acquiror Common Stock occurring on or after the date hereofClosing) (such shares, the “Earnout Shares” as set forth on Schedule I”), upon the terms and subject to the conditions set forth in this Agreement and the other Ancillary AgreementsAgreement: (i) upon Upon the occurrence of Earnout Triggering Event I, a one-time issuance of 15,000,000 1,750,000 Earnout Shares; and (ii) upon Upon the occurrence of Earnout Triggering Event II, a one-time issuance of 20,000,000 1,750,000 Earnout Shares.; (b) For the avoidance of doubt, the Earnout Participants Eligible Company Equityholders shall be entitled to receive Earnout Shares upon the occurrence of each Triggering Event; provided, however, that each Triggering Event shall only occur once, if at all, and in no event shall the Eligible Company Equityholders be entitled to receive more than an aggregate of 3,500,000 Earnout EventShares. (c) No If, during the Earnout Period, there is a Change of Control pursuant to which Acquiror or its stockholders have the right to receive consideration implying a value per share of Acquiror Common Stock (as agreed in good faith by the Sponsor and the Acquiror Board of Directors) of: (i) less than $12.00, then this Section 3.4 shall terminate and no Earnout Shares shall be issuable pursuant hereunder; (ii) greater than or equal to $12.00 but less than $18.00, then, (A) immediately prior to such Change of Control, Acquiror shall issue 1,750,000 shares of Acquiror Common Stock to the Eligible Company Equityholders (in accordance with each Eligible Company Equityholder’s respective Pro Rata Share) and (B) thereafter, this Section 2.8, if any, 3.4 shall terminate and no further Earnout Shares shall be released issuable hereunder; or (iii) greater than or equal to any Company Shareholder who is required $18.00, then, (A) immediately prior to file notification pursuant such Change of Control, Acquiror shall issue 3,500,000 shares of Acquiror Common Stock to the HSR Act Eligible Company Equityholders (in accordance with each Eligible Company Equityholder’s respective Pro Rata Share) and (B) thereafter, this Section 3.4 shall terminate and no further Earnout Shares shall be issuable hereunder. (d) If, during the Earnout Period, (i) any liquidation, dissolution or under winding up of Acquiror is initiated, (ii) any applicable antitrust bankruptcy, dissolution or liquidation proceeding is instituted by or against Acquiror or (iii) Acquiror makes an assignment for the benefit of creditors or consents to the appointment of a custodian, receiver or trustee for all or substantial part of its assets or properties, then any Earnout Shares that have not been previously issued by Acquiror (whether or not previously earned) shall be deemed earned and due by Acquiror to the Eligible Company Equityholders (in accordance with each Eligible Company Equityholder’s respective Pro Rata Share). (e) The Acquiror Common Stock price targets set forth in the definitions of Triggering Event I and Triggering Event II, and in clauses (i), (ii) and (iii) of Section 3.4(c) shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other competition Laws of any non-U.S. jurisdictions like change or transaction with respect to Acquiror Common Stock occurring on or after the Closing (collectively, “Foreign Antitrust Laws”) until any applicable waiting period pursuant to other than the HSR Act or Foreign Antitrust Laws has expired or been terminated (provided, that any such Company Shareholder has notified PubCo of such required filing pursuant to the HSR Act or Foreign Antitrust Laws in connection therewith following reasonable advance notice from PubCo conversion of the reasonably anticipated issuance of Earnout SharesAcquiror Class B Common Stock into Acquiror Common Stock at the Closing).

Earnout. (a) Following During the ClosingEarnout Period, and as additional contingent consideration for the Mergers Merger and the other Transactionstransactions contemplated hereby, promptly (but in any event within ten (10) Business Days Days) after the occurrence of an each Earnout Triggering Event, PubCo Acquiror shall issue or cause to be issued to such shareholders each Eligible Company Equityholder (in accordance with his, her or its respective Earnout Pro Rata Share) shares of the Company Domesticated Acquiror Common Stock (the “Earnout Participants,” Shares”), upon the terms and subject to the conditions set forth in this Agreement: (i) Upon the occurrence of Earnout Triggering Event I, a one-time issuance of an aggregate of 8,000,000 Earnout Shares; and (ii) Upon the occurrence of Earnout Triggering Event II, a one-time issuance of an aggregate of 6,666,667 Earnout Shares. (b) For the avoidance of doubt, the Eligible Company Equityholders shall be entitled to receive Earnout Shares upon the occurrence of each Earnout Triggering Event; provided, however, that each Earnout Triggering Event shall only occur once, if at all, and in no event shall the Eligible Company Equityholders be entitled to receive more than an aggregate of 14,666,667 Earnout Shares; provided, further, that Earnout Triggering Event I and Earnout Triggering Event II may be achieved at the same time or over the same overlapping Trading Days. (c) Notwithstanding anything in this Section 3.5 to the contrary, to the extent that any portion of the Earnout Shares that would otherwise be issuable to an Eligible Company Equityholder hereunder relates to an Acquiror Option or Acquiror RSU that was converted from a Company Option or Company RSU (as listed on the Schedule I attached heretocase may be) pro rata that is not yet exercisable or remains unvested, as applicable (an “Unvested Equity Award”), as of the date that the applicable Earnout Triggering Event occurs, then in lieu of issuing such Earnout Shares, Acquiror shall instead issue to each holder of an Unvested Equity Award, as soon as practicable following additional the later of (i) the occurrence of the applicable Earnout Triggering Event and (ii) Acquiror’s filing of an appropriate Registration Statement for such Acquiror RSUs, an award of Acquiror RSUs for that number of shares of PubCo Ordinary Domesticated Acquiror Common Stock such holder would have otherwise received if such Unvested Equity Award(s) had been vested (such Acquiror RSUs, “Earnout RSUs”). Such Earnout RSUs shall be subject to the same vesting conditions as applicable to such Unvested Equity Award. All Earnout RSUs issued hereunder shall be issued under and pursuant to the terms of the Equity Incentive Plan, and the Earnout RSU Share Reserve (as defined in the Equity Incentive Plan), for purposes of clarity, shall not reduce the Share Reserve (as defined in the Equity Incentive Plan) under the Equity Incentive Plan. (d) Notwithstanding anything to the contrary herein, upon the forfeiture of any Unvested Equity Awards in accordance with their terms, such Eligible Company Equityholder’s right to receive any Earnout Shares or Earnout RSUs in respect of such Unvested Equity Award shall immediately terminate. (which e) If, during the Earnout Period, there is a Change of Control, any Earnout Shares not previously issued pursuant to Section 3.5(a) shall be issued to each Eligible Company Equityholder (in accordance with his, her or its respective Earnout Pro Rata Share), and thereafter, this Section 3.5 shall terminate and no Earnout Shares shall be issuable hereunder. (f) If, during the Earnout Period, (i) any liquidation, dissolution or winding up of Acquiror is initiated, (ii) any bankruptcy, dissolution or liquidation proceeding is instituted by or against Acquiror or (iii) Acquiror makes an assignment for the benefit of creditors or consents to the appointment of a custodian, receiver or trustee for all or a substantial part of its assets or properties, any Earnout Shares not previously issued pursuant to Section 3.5(a) shall be issued to each Eligible Company Equityholder (in accordance with his, her or its respective Earnout Pro Rata Share). (g) The Earnout Share price targets set forth in the definitions of Earnout Triggering Event I and Earnout Triggering Event II, and the number of Earnout Shares issuable in each event, as provided in this Section 3.5, shall be equitably adjusted for share subdivisionsstock splits, share consolidationsreverse stock splits, share stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to PubCo Ordinary Shares Domesticated Acquiror Common Stock occurring on or after the date hereof, Closing (other than the “Earnout Shares” as set forth on Schedule Iconversion of the Acquiror Ordinary Shares into Domesticated Acquiror Common Stock at the Closing), upon the terms and subject to the conditions set forth in this Agreement and the other Ancillary Agreements: (i) upon the occurrence of Earnout Event I, a one-time issuance of 15,000,000 Earnout Shares; and (ii) upon the occurrence of Earnout Event II, a one-time issuance of 20,000,000 Earnout Shares. (bh) For the avoidance of doubt, the No fractional Earnout Participants Shares shall be entitled to receive Earnout Shares upon the occurrence of each Earnout Event. (c) No Earnout Shares issuable issued pursuant to this Section 2.83.5. In lieu of any fractional Earnout Shares to which an Eligible Company Equityholder would otherwise be entitled, if any, such amount of shares shall be released to any Company Shareholder who is required to file notification pursuant rounded down to the HSR Act or under any applicable antitrust or other competition Laws of any non-U.S. jurisdictions (collectively, “Foreign Antitrust Laws”) until any applicable waiting period pursuant nearest whole share. No cash settlements shall be made with respect to the HSR Act or Foreign Antitrust Laws has expired or been terminated (provided, that any such Company Shareholder has notified PubCo of such required filing pursuant to the HSR Act or Foreign Antitrust Laws in connection therewith following reasonable advance notice from PubCo of the reasonably anticipated issuance of Earnout Shares)fractional shares eliminated by rounding.

Earnout. (a) Following Subject to the terms and conditions herein, following the Closing, and as additional contingent consideration for the Mergers and the other TransactionsMerger, within ten (10) five Business Days after the occurrence of an Earnout a Triggering Event, PubCo the Surviving Pubco shall issue or cause to be issued to such shareholders of the Company notify in writing (the an “Earnout Participants,” as listed on the Schedule I attached heretoNotice”) pro rata each Eligible Symbotic Equityholder that they are eligible to receive the following additional shares number of PubCo Ordinary Shares Earnout Interests in accordance with their Earnout Pro Rata Share (which number shall be equitably adjusted for share subdivisionsstock splits, share consolidationsreverse stock splits, share stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to PubCo Ordinary Shares Surviving Company Common Units, Surviving Pubco Class A Common Stock or Surviving Pubco Class V Common Stock, as applicable, occurring on or after the date hereof, the “Earnout Shares” as set forth on Schedule I), upon the terms Closing and subject prior to the conditions set forth in this Agreement and the other Ancillary Agreements:date of such payment): (i) upon the occurrence of Earnout Triggering Event I, a one-time issuance of 15,000,000 6,666,667 Earnout Shares; andInterests; (ii) upon the occurrence of Earnout Triggering Event II, a one-time issuance of 20,000,000 6,666,667 Earnout SharesInterests; and (iii) upon the occurrence of a Triggering Event III, a one-time issuance of 6,666,666 Earnout Interests. (b) For the avoidance of doubt, the Earnout Participants Eligible Symbotic Equityholders shall be entitled to receive Earnout Shares Interests upon the occurrence of each Triggering Event; provided, however, that each Triggering Event shall only occur once, if at all, and in no event shall the Eligible Symbotic Equityholders be entitled to receive more than an aggregate of 20,000,000 Earnout EventInterests (and only upon the occurrence of a Triggering Event I, a Triggering Event II and a Triggering Event III). (c) Notwithstanding anything to the contrary in the foregoing provisions of this Section 2.7, in the event that the Surviving Pubco is unable to determine in good faith that any Eligible Symbotic Equityholder is an Accredited Investor (as defined in Rule 501 under the Securities Act), then the Surviving Pubco may elect to satisfy such stockholder’s right to receive its Earnout Pro Rata Share of the Earnout Interests by delivering to such holder an amount of cash equal to the number of Earnout Interests to which such Eligible Symbotic Equityholder would otherwise be entitled, multiplied by the average of the last reported sales prices of one share of Surviving Pubco Class A Common Stock quoted on the NASDAQ (or the exchange on which the shares of Surviving Pubco Class A Common Stock are then listed) for the 20 Trading Days ending on the date of occurrence of the relevant Triggering Event. (d) All Earnout Interests to be issued and delivered in connection with this Section 2.7 to the Eligible Symbotic Equityholders: (i) are an integral part of the consideration to be received by the Eligible Symbotic Equityholders in connection with the Merger; (ii) shall not represent any ownership or equity interest and shall not carry voting or dividend rights or bear a stated rate of interest or any other rights as a stockholder of the Company; (iii) shall be non-transferable or assignable, except by operation of law or by will or intestacy; and (iv) shall not be evidenced by any form of certificate or instrument. Any Surviving Company Common Units and shares of Surviving Pubco Class V Common Stock ultimately received by the Eligible Symbotic Equityholders upon the occurrence of a Triggering Event will not depend on the operating results of Surviving Pubco or the Surviving Company. (e) No certificates or scrip or shares representing fractional shares of Surviving Pubco Class V-1 Common Stock or Surviving Company Common Units shall be issued in respect of Earnout Shares issuable Interests to an Eligible Symbotic Equityholder, and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of the Surviving Pubco or a holder of shares of Surviving Pubco Class V-1 Common Stock or Surviving Company Common Units. In lieu of any fractional share of Surviving Pubco Class V-1 Common Stock or any fractional Surviving Company Common Unit, as applicable, to which any Eligible Symbotic Equityholder would otherwise be entitled in respect of Earnout Interests, the Exchange Agent shall round up or down to the nearest whole share of Surviving Pubco Class V-1 Common Stock or whole Surviving Company Common Unit, as applicable (with 0.5 of a share or greater rounded up). No cash settlements shall be made with respect to fractional shares or units eliminated by rounding. (f) All Earnout Interests to be issued and delivered in connection with this Section 2.7 to the Eligible Symbotic Equityholders shall be, upon issuance and delivery of such Earnout Interests, duly authorized and validly issued and, to the extent such concept is applicable, fully paid and non-assessable, free and clear of any Lien, other than Liens as created by the Organizational Documents of the Surviving Pubco or the Surviving Company, as applicable, or arising pursuant to this Section 2.8, if any, shall be released applicable securities Laws. (g) If an Eligible Symbotic Equityholder has provided written notification to any Company Shareholder who the Surviving Pubco within 10 Business Days following the receipt of the Earnout Notice by the Eligible Symbotic Equityholder that such Eligible Symbotic Equityholder is required to file a notification pursuant to the HSR Act or under with respect to such Earnout Interests, the Surviving Pubco shall not, and the form of the Earnout Notice shall specifically state that in such event the Surviving Pubco will not, issue any applicable antitrust or other competition Laws of any non-U.S. jurisdictions (collectively, “Foreign Antitrust Laws”) Earnout Interests until any applicable waiting period pursuant to the HSR Act or Foreign Antitrust Laws has expired or been terminated (provided, that any such Company Shareholder has notified PubCo of such required filing pursuant to the HSR Act or Foreign Antitrust Laws in connection therewith following reasonable advance notice from PubCo of the reasonably anticipated issuance of Earnout Shares)terminated.

Earnout. (a) Following the Closing, and as additional contingent consideration for the Mergers and the other TransactionsMerger, within ten five (105) Business Days after the occurrence of an Earnout a Triggering Event, PubCo Rxxx shall issue or cause to be issued to such shareholders of the Eligible Company Equityholders (the “in accordance with their Applicable Earnout Participants,” as listed on the Schedule I attached hereto) pro rata Share), the following additional number of shares of PubCo Ordinary Shares Rxxx Common Stock (which number shall be equitably adjusted for share subdivisionsstock splits, share consolidationsreverse stock splits, share stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to PubCo Ordinary Shares Rxxx Common Stock occurring on or after the Closing and prior to the date hereofof such payment, the “Earnout Shares” as set forth on Schedule I”), upon the terms and subject to the conditions set forth in this Agreement and the other Ancillary Agreements: (i) upon the occurrence of Earnout Triggering Event I, a one-time issuance of 15,000,000 500,000 Earnout Shares; and (ii) upon the occurrence of Earnout Triggering Event II, a one-time issuance of 20,000,000 500,000 Earnout Shares. (b) For the avoidance of doubt, the Earnout Participants Eligible Company Equityholders shall be entitled to receive Earnout Shares upon the occurrence of each Triggering Event; provided, however, that each Triggering Event shall only occur once, if at all, and in no event shall the Eligible Company Equityholders be entitled to receive more than an aggregate of 1,000,000 Earnout EventShares. (c) No The Rxxx Common Stock price targets set forth in the definitions of Triggering Event II 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 Rxxx Common Stock occurring on or after the Closing. Notwithstanding the foregoing, in the event that Rxxx determines in good faith that any Eligible Company Equityholder is not an Accredited Investor, then Rxxx may elect to satisfy such stockholder’s right to receive its Applicable Earnout Share of the Earnout Shares issuable pursuant by delivering to this Section 2.8, if any, such stockholder an amount of cash equal to such Eligible Company Equityholder’s Applicable Earnout Share multiplied by the last reported sales price of one share of Rxxx Common Stock quoted on the NASDAQ Global Market (or the exchange on which the shares of Rxxx Common Stock are then listed) for the twenty (20) Trading Days ending on the date of occurrence of the relevant Triggering Event. (d) No certificates or scrip or shares representing fractional shares of Rxxx Common Stock shall be released issued in respect of Earnout Shares to an Eligible Company Equityholder and such fractional share interests will not entitle the owner thereof to vote or to have any Company Shareholder who is required to file notification pursuant to the HSR Act rights of a stockholder of Rxxx or under any applicable antitrust or other competition Laws a holder of shares of Rxxx Common Stock. In lieu of any non-U.S. jurisdictions (collectively, “Foreign Antitrust Laws”) until fractional share of Rxxx Common Stock to which any applicable waiting period pursuant to the HSR Act or Foreign Antitrust Laws has expired or been terminated (provided, that any such Eligible Company Shareholder has notified PubCo of such required filing pursuant to the HSR Act or Foreign Antitrust Laws Equityholder would otherwise be entitled in connection therewith following reasonable advance notice from PubCo of the reasonably anticipated issuance respect of Earnout Shares), the Exchange Agent shall round up or down to the nearest whole share of Rxxx Common Stock, as applicable, with a fraction of 0.5 rounded up. No cash settlements shall be made with respect to fractional shares eliminated by rounding. (e) The Eligible Company Equityholders are intended third party beneficiaries of this Section 3.03, and each Eligible Company Equityholder shall be entitled to enforce the same. (f) All Earnout Shares to be issued and delivered in connection with this Section 3.03 to the Eligible Company Equityholders shall be, upon issuance and delivery of such Earnout Shares, duly authorized and validly issued and fully paid and non-assessable, free and clear of all Liens. Upon issuance and delivery of such Earnout Shares, Rxxx shall enter into a registration rights agreement substantially in the form of the Registration Rights Agreement for the benefit of the Eligible Company Equityholders and covering all the Earnout Shares.

Earnout. (a) Following the Acquisition Closing, and as additional contingent consideration for the Mergers and Company interests acquired in connection with the other TransactionsAcquisition Merger, within ten (10) five Business Days after the occurrence of an Earnout a Triggering Event, PubCo the Surviving Corporation shall issue or cause to be issued to the Eligible Company Equityholders with respect to such shareholders of the Company (the “Earnout Participants,” as listed on the Schedule I attached hereto) pro rata Triggering Event the following additional shares of PubCo Ordinary Shares Surviving Corporation Common Stock (which shall be equitably adjusted for share subdivisionsstock splits, share consolidationsreverse stock splits, share stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to PubCo Ordinary Shares Surviving Corporation Common Stock occurring on or after the date hereof, Acquisition Closing) (the “Earnout Shares” ”) constituting the Per Share Earnout Consideration (which Earnout Shares, for the avoidance of doubt, shall be issued as set forth on Schedule Ishares of Surviving Corporation Class X Common Stock to the Company Founder and shares of Surviving Corporation Class A Common Stock to all other Eligible Company Equityholders), upon the terms and subject to the conditions set forth in this Agreement and the other Ancillary Agreements: (i) upon the occurrence of Earnout Triggering Event I, a one-time issuance of 15,000,000 10,000,000 Earnout Shares; and; (ii) upon the occurrence of Earnout Triggering Event II, a one-time issuance of 20,000,000 10,000,000 Earnout Shares; and (iii) upon the occurrence of Triggering Event III, a one-time issuance of 10,000,000 Earnout Shares. (b) For the avoidance of doubt, the Earnout Participants Eligible Company Equityholders with respect to a Triggering Event shall be entitled to receive Earnout Shares upon the occurrence of each Triggering Event; provided, however, that each Triggering Event shall only occur once, if at all, and in no event shall the Eligible Company Equityholders be entitled to receive more than an aggregate of 30,000,000 Earnout EventShares pursuant to this Section 3.03. (c) No If, during the Earnout Period, there is a Change of Control pursuant to which the Surviving Corporation or its stockholders have the right to receive consideration implying a value per share of Surviving Corporation Common Stock (as agreed in good faith by the Sponsor and the board of directors of the Surviving Corporation) of: (i) less than $12.50, then this Section 3.03 shall terminate and no Earnout Shares shall be issuable hereunder; (ii) greater than or equal to $12.50 but less than $20.00, then, (A) immediately prior to such Change of Control, the Surviving Corporation shall issue 10,000,000 shares of Surviving Corporation Common Stock (less any Earnout Shares issued prior to such Change of Control pursuant to Section 3.03(a)) to the Eligible Company Equityholders with respect to the Change of Control, and (B) thereafter, this Section 3.03 shall terminate and no further Earnout Shares shall be issuable hereunder; (iii) greater than or equal to $20.00 but less than $30.00, then, (A) immediately prior to such Change of Control, the Surviving Corporation shall issue 20,000,000 shares of Surviving Corporation Common Stock (less any Earnout Shares issued prior to such Change of Control pursuant to Section 3.03(a)) to the Eligible Company Equityholders with respect to the Change of Control, and (B) thereafter, this Section 3.03 shall terminate and no further Earnout Shares shall be issuable hereunder; or (iv) greater than or equal to $30.00, then, (A) immediately prior to such Change of Control, the Surviving Corporation shall issue 30,000,000 shares of Surviving Corporation Common Stock (less any Earnout Shares issued prior to such Change of Control pursuant to Section 3.03(a)) to the Eligible Company Equityholders with respect to the Change of Control, and (B) thereafter, this Section 3.03 shall terminate and no further Earnout Shares shall be issuable hereunder; provided, that such shares of Surviving Corporation Common Stock to be issued pursuant to this Section 2.8, if any, 3.03(c) shall be released issued as shares of Surviving Corporation Class X Common Stock to the Company Founder and shares of Surviving Corporation Class A Common Stock to all other Eligible Company Equityholders. (d) The Surviving Corporation Common Stock price targets set forth in the definitions of Triggering Event I, Triggering Event II and Triggering Event III, and in clauses (i), (ii), (iii) and (iv) of Section 3.03(c) 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 Surviving Corporation Common Stock occurring after the Acquisition Closing. (e) At all times during the Earnout Period, the Surviving Corporation shall keep available for issuance a sufficient number of shares of unissued Surviving Corporation Common Stock to permit the Surviving Corporation to satisfy in full its issuance obligations set forth in this Section 3.03 and shall take all actions reasonably required (including by convening any stockholder meeting) to increase the authorized number of Surviving Corporation Common Stock if at any time there shall be insufficient unissued Surviving Corporation Common Stock to permit such reservation. In no event will any right to receive Earnout Shares be represented by any negotiable certificates of any kind, and in no event will any holder of a contingent right to receive Earnout Shares take any steps that would render such rights readily marketable. (f) The Surviving Corporation shall take such actions as are reasonably requested by the Eligible Company Shareholder who is required Equityholders to file notification evidence the issuances pursuant to this Section 3.03, including through the provision of an updated stock ledger showing such issuances (as certified by an officer of the Surviving Corporation responsible for maintaining such ledger or the applicable registrar or transfer agent of the Surviving Corporation). (g) During the Earnout Period, the Surviving Corporation shall use reasonable best efforts for the Surviving Corporation to remain listed as a public company on, and for the Surviving Corporation Common Stock (including, when issued, the Earnout Shares) to be tradable over the national securities exchange (as defined under Section 6 of the Exchange Act) on which the shares of Surviving Corporation Common Stock are then listed; provided, however, that subject to Section 3.03(c), the foregoing shall not limit the Surviving Corporation from consummating a Change of Control or entering into a Contract that contemplates a Change of Control. (h) Notwithstanding anything to the contrary contained herein, the Earnout Shares to be issued to the holders of Company Options, Company Restricted Stock and Company RSU Awards shall be issued at or as soon as practicable following the Acquisition Closing in the form of restricted Surviving Corporation Common Stock pursuant to the HSR Act Omnibus Incentive Plan (the “Restricted Earnout Shares”). Restricted Earnout Shares shall be issued as shares of Surviving Corporation Class X Common Stock to the Company Founder and as shares of Surviving Corporation Class A Common Stock to all other holders of Company Options, Company Restricted Stock and Company RSU Awards. The number of Restricted Earnout Shares issued with respect to each Company Option, Company Restricted Stock and Company RSU Award shall be equal to (i) (A) 30,000,000, divided by (B) (1) the number of Company Outstanding Shares as of immediately prior to the Acquisition Merger Effective Time, plus (2) the number of shares of Company Restricted Stock that are outstanding immediately prior to the Acquisition Merger Effective Time, plus (3) the number of shares of Company Common Stock issuable upon exercise or under any settlement of all Company Options (assuming cash settlement of such Company Options) and Company RSU Awards that are outstanding, whether vested or unvested, immediately prior to the Acquisition Merger Effective Time, multiplied by (ii) the aggregate number of shares of Company Common Stock underlying the applicable antitrust Company Option, Company Restricted Stock and Company RSU Award. Each Restricted Earnout Share shall be subject to forfeiture, and such forfeiture restrictions shall lapse with respect to a pro rata portion of the Restricted Earnout Shares held by each holder of Restricted Earnout Shares upon the occurrence of a Triggering Event (or other competition Laws on the date on which a Change of any non-U.S. jurisdictions Control occurs as described in Section 3.03(c)(ii)-(iv)), but only to the extent that such Restricted Earnout Share would have been issued upon the Triggering Event (collectively, “Foreign Antitrust Laws”or Change of Control) until any applicable waiting period had it instead been issued pursuant to Section 3.03(a)-(c), and upon such lapse of forfeiture the HSR Act or Foreign Antitrust Laws has expired or been terminated (provided, that any such Company Shareholder has notified PubCo of such required filing Restricted Earnout Shares shall be treated as issued pursuant to Section 3.03(a)-(c) (as applicable). Restricted Earnout Shares also shall be subject to forfeiture and reallocation to the HSR Act or Foreign Antitrust Laws in connection therewith following reasonable advance notice from PubCo other holders of Restricted Earnout Shares to the extent the portion of the reasonably anticipated issuance Company Option, Company Restricted Stock or Company RSU Award to which it relates is not included as an Adjusted Company Outstanding Share with respect to the applicable Triggering Event or Change of Control, it being the intent of this Section 3.03(h) that a Restricted Earnout Share shall vest upon a Triggering Event or Change of Control only to the extent that such Restricted Earnout Share would have been issued upon the Triggering Event (or Change of Control) had it instead been issued pursuant to Section 3.03(a)-(c). Any Restricted Earnout Share that remains subject to forfeiture at the expiration of the Earnout Period shall automatically and without further action be forfeited, and the Eligible Company Equityholder shall have no further right, title or interest in such Restricted Earnout Share. The Restricted Earnout Shares shall be subject to adjustment in accordance with Section 3.03(a), and shall not be entitled to dividends paid with respect to the Surviving Corporation Common Stock during the Earnout Period. If a Restricted Earnout Share is forfeited due to the portion of the Company Option, Company Restricted Stock or Company RSU Award to which it relates failing to be included as an Adjusted Company Outstanding Share with respect to the applicable Triggering Event or Change of Control, such Restricted Earnout Share shall be reallocated on a pro rata basis to the remaining holders of Restricted Earnout Shares but only to the extent necessary to preserve the economic intent of this Section 3.03 with respect to each such holder, subject to the terms and conditions of this Section 3.03(h). Notwithstanding anything to the contrary in this Section 3.03, in no event shall the number of Earnout Shares issued pursuant to pursuant to Section 3.03(a)-(c), together with the number of Restricted Earnout Shares vesting in accordance with this Section 3.03(h), exceed 30,000,000 Earnout Shares).

Earnout. (a) Following the Closing, and as additional contingent consideration for the Mergers and Company interests acquired in connection with the other TransactionsMerger, within ten five (105) Business Days after the occurrence of an Earnout a Triggering Event, PubCo the Purchaser shall issue or cause to be issued to the Eligible Company Security Holders, based on their respective Pro Rata Earnout Shares, with respect to such shareholders of the Company (the “Earnout Participants,” as listed on the Schedule I attached hereto) pro rata Triggering Event the following additional shares of PubCo Ordinary Shares Purchaser Common Stock (which shall be equitably adjusted for share subdivisionsstock splits, share consolidationsreverse stock splits, share stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to PubCo Ordinary Shares Purchaser Common Stock occurring on or after the date hereof, Closing) (the “Earnout Shares” ”) constituting the Earnout Consideration (which Earnout Shares, for the avoidance of doubt, shall be issued as set forth shares of Purchaser Common Stock to all Eligible Company Security Holders based on Schedule Itheir respective Pro Rata Share), upon the terms and subject to the conditions set forth in this Agreement and the other Ancillary AgreementsDocuments: (i) upon the occurrence of Earnout Triggering Event I, a one-time issuance of 15,000,000 an aggregate of 1,000,000 Earnout Shares; and; (ii) upon the occurrence of Earnout Triggering Event II, a one-time issuance of 20,000,000 an aggregate of 1,000,000 Earnout Shares; and (iii) upon the occurrence of Triggering Event III, a one-time issuance of an aggregate of 1,000,000 Earnout Shares. (b) For the avoidance of doubt, the Earnout Participants Eligible Company Security Holders with respect to a Triggering Event shall be entitled to receive Earnout Shares upon the occurrence of each Triggering Event; provided, however, that each Triggering Event shall occur only once, if at all, and in no event shall the Eligible Company Security Holders collectively be entitled to receive more than an aggregate of 3,000,000 Earnout EventShares pursuant to this Section 1.21. (c) No If, during the Earnout Period, there is a Change of Control, (A) the Purchaser shall issue 3,000,000 shares of Purchaser Common Stock (less any Earnout Shares issued prior to such Change of Control pursuant to Section 1.21(a)) to the Eligible Company Security Holders with respect to the Change of Control, and (B), thereafter, this Section 1.21 shall terminate and no further Earnout Shares shall be issuable hereunder. (d) The Purchaser Common Stock price targets set forth in the definitions of Triggering Event I, Triggering Event II and Triggering Event III and in Section 1.21(c) 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 Purchaser Common Stock occurring after the Closing. (e) At all times during the Earnout Period, the Purchaser shall keep available for issuance a sufficient number of shares of unissued Purchaser Common Stock to satisfy in full its issuance obligations set forth in this Section 1.21 and shall take all actions reasonably required (including by convening any stockholder meeting) to increase the authorized number of Purchaser Common Stock if at any time there shall be insufficient unissued Purchaser Common Stock to permit such reservation. In no event will any right to receive Earnout Shares be represented by any negotiable certificates of any kind, and in no event will any holder of a contingent right to receive Earnout Shares take any steps that would render such rights readily marketable. (f) The Purchaser shall take such actions as are reasonably requested by the Eligible Company Security Holders to evidence the issuances pursuant to this Section 2.81.21, if anyincluding through the provision of an updated stock ledger showing such issuances (as certified by an officer of the Purchaser responsible for maintaining such ledger or the applicable registrar or transfer agent of the Purchaser). (g) During the Earnout Period, the Purchaser shall use reasonable best efforts to remain listed as a public company on, and for Purchaser Common Stock (including, when issued, the Earnout Shares) to be released to any Company Shareholder who is required to file notification pursuant to tradable over the HSR Act or national securities exchange (as defined under any applicable antitrust or other competition Laws Section 6 of any non-U.S. jurisdictions (collectively, “Foreign Antitrust Laws”the Exchange Act) until any applicable waiting period pursuant to on which the HSR Act or Foreign Antitrust Laws has expired or been terminated (shares of Purchaser Common Stock are then listed; provided, however, that any such Company Shareholder has notified PubCo subject to Section 1.21(c), the foregoing shall not limit the Purchaser from consummating a Change of such required filing pursuant to the HSR Act Control or Foreign Antitrust Laws in connection therewith following reasonable advance notice from PubCo entering into a Contract that contemplates a Change of the reasonably anticipated issuance of Earnout Shares)Control.