Common use of Milestone Events Clause in Contracts

Milestone Events. (i) From and after the Closing until the fifth anniversary of the Closing Date (the “Calculation Period”), in the event that over any fifteen (15) Trading Days within any thirty (30)-Trading Day period during the Calculation Period the daily VWAP of the shares of Parent Class A Common Stock is greater than or equal to US$12.50 per share (subject to any adjustment pursuant to Section 3(f)) (the “First Milestone Event”), promptly (but in any event within ten (10) Business Days) after the occurrence of the First Milestone Event, the Investor shall be entitled to earn one-third of their Incentive Shares (the “First Third”), as defined by the Incentive Share Ratio, (subject to any adjustment pursuant to Section 3(f)) as additional consideration for the Equity Financing (and without the need for additional consideration from any Company Stockholder). (ii) In the event that over any fifteen (15) Trading Days within any thirty (30)-Trading Day period during the Calculation Period the daily VWAP of the shares of Parent Class A Common Stock is greater than or equal to US$15.00 per share (subject to any adjustment pursuant to Section 3.7(f)) (the “Second Milestone Event”), promptly (but in any event within ten (10) Business Days) after the occurrence of the Second Milestone Event, the Investor shall be entitled to earn one-third of their Incentive Shares (the “Second Third”), as defined by the Incentive Share Ratio, (subject to any adjustment pursuant to Section 3(f)) as additional consideration for the Equity Financing (and without the need for additional consideration from any Company Stockholder). (iii) In the event that over any fifteen (15) Trading Days within any thirty (30)-Trading Day period during the Calculation Period the daily VWAP of the shares of Parent Class A Common Stock is greater than or equal to US$17.50 per share (subject to any adjustment pursuant to Section 3.7(e)) (the “Third Milestone Event” and, together with the First Milestone Event and Second Milestone Event, each a “Milestone Event” and together, the “Milestone Events”), promptly (but in any event within ten (10) Business Days) after the occurrence of the Third Milestone Event, the Investor shall be entitled to earn one-third of their Incentive Shares (the “Final Third”), as defined by the Incentive Share Ratio, (subject to any adjustment pursuant to Section 3(f)) as additional consideration for the Equity Financing (and without the need for additional consideration from any Company Stockholder).

Milestone Events. (i) From and after the Closing until the fifth anniversary of the Closing Date (the “Calculation Period”), in the event that over any fifteen (15) Trading Days within any thirty (30)-Trading Day period during the Calculation Period the daily VWAP of the shares of Parent Class A Common Stock is greater than or equal to US$12.50 per share (subject to any adjustment pursuant to Section 3(f)3.7(e) (the “First Milestone Event”), promptly (but in any event within ten (10) Business Days) after the occurrence of the First Milestone Event, the Investor Persons that were Company Stockholders immediately prior to the Effective Time (other than holders of Dissenting Shares) shall be entitled to earn one-earn, their Pro Rata Portion, as set forth in the Closing Consideration Spreadsheet, of one third of their Incentive Shares (the “First Third”), as defined by the Incentive Share RatioMerger Consideration, which in no event shall an exceed an aggregate number additional shares of Parent Class A Common Stock (subject to any adjustment pursuant to Section 3(f3.7(e)) equal to one-third of the Closing Merger Consideration as additional consideration for the Equity Financing Merger (and without the need for additional consideration from any Company Stockholder). (ii) In the event that over any fifteen (15) Trading Days within any thirty (30)-Trading Day period during the Calculation Period the daily VWAP of the shares of Parent Class A Common Stock is greater than or equal to US$15.00 per share (subject to any adjustment pursuant to Section 3.7(f3.7(e)) (the “Second Milestone Event”), promptly (but in any event within ten (10) Business Days) after the occurrence of the Second Milestone Event, the Investor Persons that were Company Stockholders immediately prior to the Effective Time (other than holders of Dissenting Shares) shall be entitled to earn one-earn, on their Pro Rata Portion, as set forth in the Closing Consideration Spreadsheet, of an additional one third of their Incentive Shares (the “Second Third”), as defined by the Incentive Share RatioMerger Consideration, which in no event shall an exceed an aggregate number of additional shares of Parent Class A Common Stock (subject to any adjustment pursuant to Section 3(f3.7(e)) equal to one-third of the Closing Merger Consideration as additional consideration for the Equity Financing Merger (and without the need for additional consideration from any Company Stockholder). (iii) In the event that over any fifteen (15) Trading Days within any thirty (30)-Trading Day period during the Calculation Period the daily VWAP of the shares of Parent Class A Common Stock is greater than or equal to US$17.50 per share (subject to any adjustment pursuant to Section 3.7(e)) (the “Third Milestone Event” and, together with the First Milestone Event and Second Milestone Event, each a “Milestone Event” and together, the “Milestone Events”), promptly (but in any event within ten (10) Business Days) after the occurrence of the Third Milestone Event, the Investor Persons that were Company Stockholders immediately prior to the Effective Time (other than holders of Dissenting Shares) shall be entitled to earn one-earn, their Pro Rata Portion, as set forth in the Closing Consideration Spreadsheet, of an the final one third of their Incentive Shares (the “Final Third”), as defined by the Incentive Share RatioMerger Consideration, which in no event shall an exceed an aggregate number of additional shares of Parent Class A Common Stock (subject to any adjustment pursuant to Section 3(f3.7(e)) equal to one-third of the Closing Merger Consideration as additional consideration for the Equity Financing Merger (and without the need for additional consideration from any Company Stockholder).

Milestone Events. (i) From and after the Closing until the fifth anniversary of the Closing Date (the “Calculation Period”), in the event that over any fifteen (15) Trading Days within any thirty (30)-Trading Day period during the Calculation Period the daily VWAP of the shares of Parent Class A Common Stock is greater than or equal to US$12.50 l2.50 per share (subject to any adjustment pursuant to Section 3(f)) (the “First Milestone Event”), promptly (but in any event within ten (10) Business Days) after the occurrence of the First Milestone Event, the Investor shall be entitled to earn one-third of their Incentive Shares (the “First Third”), as defined by the Incentive Share Ratio, (subject to any adjustment pursuant to Section 3(f)) as additional consideration for the Equity Financing (and without the need for additional consideration from any Company Stockholder). (ii) In the event that over any fifteen (15) Trading Days within any thirty (30)-Trading Day period during the Calculation Period the daily VWAP of the shares of Parent Class A Common Stock is greater than or equal to US$15.00 per share (subject to any adjustment pursuant to Section 3.7(f)) (the “Second Milestone Event”), promptly (but in any event within ten (10) Business Days) after the occurrence of the Second Milestone Event, the Investor shall be entitled to earn one-third of their Incentive Shares (the “Second Third”), as defined by the Incentive Share Ratio, (subject to any adjustment pursuant to Section 3(f)) as additional consideration for the Equity Financing (and without the need for additional consideration from any Company Stockholder). (iii) In the event that over any fifteen (15) Trading Days within any thirty (30)-Trading Day period during the Calculation Period the daily VWAP of the shares of Parent Class A Common Stock is greater than or equal to US$17.50 per share (subject to any adjustment pursuant to Section 3.7(e)) (the “Third Milestone Event” and, together with the First Milestone Event and Second Milestone Event, each a “Milestone Event” and together, the “Milestone Events”), promptly (but in any event within ten (10) Business Days) after the occurrence of the Third Milestone Event, the Investor shall be entitled to earn one-third of their Incentive Shares (the “Final Third”), as defined by the Incentive Share Ratio, (subject to any adjustment pursuant to Section 3(f)) as additional consideration for the Equity Financing (and without the need for additional consideration from any Company Stockholder).