Milestone Shares Clause Samples

Milestone Shares. (a) On the Milestone Shares Completion Date, Cortendo must pay to ATL (in cleared funds) the Milestone Shares Subscription Price. (b) Subject to receiving the Milestone Shares Subscription Price, ATL must: (i) issue the Milestone Shares to Cortendo on the Milestone Shares Completion Date; (ii) enter Cortendo into ATL’s Issuer Sponsored Subregister as the holder of the Milestone Shares on the Milestone Shares Completion Date; and (iii) subject to clause 10.3(c), within 5 Business Days after the day on which the Milestone Shares are issued, give to ASX a cleansing notice under sections 708A(5) and (6) of the Corporations Act. (c) if ATL forms the view, acting reasonably, that it is unable to give ASX a cleansing notice under clause 10.3(b)(iii), due to ATL being unable to include excluded information (as defined in section 708A(7) of the Corporations Act) in an ASX cleansing notice, ATL may elect not to give such a notice and must communicate such decision to Cortendo prior to the expiry of the 5 Business Day period referred to in that clause. For the avoidance of doubt, the failure to give such a notice does not affect the validity of the issue of the Milestone Shares, however Cortendo acknowledges that it will be restricted from any on-sale of the Milestone Shares during the Moratorium Period (in addition to the restrictions imposed by clause 10.7.

Milestone Shares. (i) For each of the fiscal years 2007, 2008 and 2009 for which the Revenues (as defined in Section 1.5(b)(iii)) of the Surviving Corporation equal or exceed 80% of the “Revenue Target” set forth below for such year, Parent shall issue that percentage of the shares of Parent Common Stock set forth in Section 1.5(b)(ii) as “Target Shares” for such year determined as follows: Revenues as % of Revenue Target Percentage of Target Shares (A) Less than 80% 0 % (B) 80% to 100% 50% plus 50% multiplied by a fraction the numerator of which is the difference between actual Revenues as a percentage of the Revenue Target less 80% and the denominator of which is 20%. By way of illustration, if actual Revenues are 87.5%, the percentage of Target Shares to be issued would be 50% plus 50% (87.5%-80%)/20% = 50% plus 18.75% =68.75%.

Milestone Shares. At the Milestone Closing, the Company hereby agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, the Milestone Shares at a price per share equal to the Milestone Share Price; provided, however, that if (i) the sum of the Milestone Shares plus the Initial Shares would exceed the Milestone Share Cap or (ii) the Company is required to, but has not, obtained any stockholder approval required to comply with Nasdaq rules or a similar rule for any portion of the Milestone Shares to be sold on the Milestone Closing Date, then the number of Shares to be purchased under this Section 2.2(b) shall be adjusted (the “Adjusted Share Amount”). In the case that Section 2.2(b)(i) applies, the Adjusted Share Amount shall be the number of Shares that, when added to the Initial Shares, equals the Milestone Share Cap. In the case that Section 2.2(b)(ii) applies, the Adjusted Share Amount shall be the number of Shares that the Company may sell to the Purchaser without being required to obtain such stockholder approval. If the Purchaser is required to purchase an Adjusted Share Amount pursuant to this Section 2.2(b), then the

Milestone Shares. (a) The Parties agree that, at Closing, an aggregate of 5,306,250 of the Consideration Shares (collectively, the "Milestone Shares") on a pre-Purchaser Consolidation basis (3,000,000 on a post-Purchaser Consolidation basis) will be deposited into escrow pursuant to the terms of an escrow agreement (the "Escrow Agreement") to be entered into among the Purchaser, certain of the Shareholders and an escrow agent to be appointed by the Purchaser, in its sole discretion, prior to the Closing. (b) The Escrow Agreement will provide that, in addition to other terms and conditions as set out in the Escrow Agreement, an aggregate of 1,768,750 Milestone Shares, on a pre-Purchaser Consolidation basis (1,000,000 on a post-Purchaser Consolidation basis), will be released to the applicable Shareholders upon the attainment of each Milestone.

Milestone Shares. 15 2.8 Brokerage and Finder’s Fee .......................................................................................15 2.9 Litigation ....................................................................................................................15 2.10 Issuance of Securities .................................................................................................15 2.11

Milestone Shares. Subject to the indemnification provisions set forth in Section 7, upon the achievement of certain milestones set forth in this Section 2.8(b), each Stockholder and Noteholder shall receive additional shares of Parent Common Stock as set forth in this Section 2.8(b) (the "Milestone Shares"). (i) Upon the affirmative decision of the Parent's Board of Directors, provided that such decision is made within twelve months of the Closing Date, to further develop the AST-914 metabolite product (which is currently undergoing a study by the National Institutes of Health in essential tremor), either internally or through a corporate partnership, Parent shall issue 8,828,029 shares of Parent Common Stock; fifty percent (50%) shall be issued to the Stockholders (such Milestone Shares allocated to the Stockholders are referred to as the “Stockholder Milestone Shares”) and fifty percent (50%) shall be issued to the Noteholders (such Milestone Shares allocated to the Noteholders are referred to as the “Noteholder Milestone Shares”). (ii) Upon the acceptance by the FDA of the Company's filing of the first New Drug Application for the Company's AST-726 product candidate, Parent shall issue 7,062,423 shares of Parent Common Stock; seventy percent (70%) shall be issued to the Stockholders and thirty percent (30%) shall be issued to the Noteholders. (iii) Upon the Company receiving FDA approval to market AST-726 in the United States of America, Parent shall issue 8,828,029 shares of Parent Common Stock to the Stockholders.

Milestone Shares. On each Applicable Distribution Date, by virtue of the Merger, if First, Second or Third Milestone Shares are earned based on achievement of the milestones set forth on the attached Exhibit D: (a) For achievement of the First Milestone, each share of Company Common Stock, Series A Preferred Stock and Series B Preferred Stock that was outstanding immediately prior to the Effective Time and each Company Option and Company Warrant that was outstanding immediately prior to the Effective Time and subsequently exercised (to the extent so exercised) will be entitled to receive the number of First Milestone Shares as calculated by the conversion ratios set forth on Exhibit D attached hereto, each respective ratio subject to adjustment as set forth in Section 2.10 or in the event the Aggregate Merger Consideration is reduced as set forth in such definition of Aggregate Merger Consideration. (b) For achievement of the Second Milestone, each share of Company Common Stock, Series A Preferred Stock and Series B Preferred Stock that was outstanding immediately prior to the Effective Time and each Company Option and Company Warrant that was outstanding immediately prior to the Effective Time and subsequently exercised (to the extent so exercised) will be entitled to receive the number of Second Milestone Shares as calculated by the conversion ratios set forth on Exhibit D attached hereto, each respective ratio subject to adjustment as set forth in Section 2.10 or in the event the Aggregate Merger Consideration is reduced as set forth in such definition of Aggregate Merger Consideration. (c) For achievement of the Third Milestone, each share of Company Common Stock, Series A Preferred Stock and Series B Preferred Stock that was outstanding immediately prior to the Effective Time and each Company Option and Company Warrant that was outstanding immediately prior to the Effective Time and subsequently exercised (to the extent so exercised) will be entitled to receive the number of Third Milestone Shares as calculated by the conversion ratios set forth on Exhibit D attached hereto, each respective ratio subject to adjustment as set forth in Section 2.10 or in the event the Aggregate Merger Consideration is reduced as set forth in such definition of Aggregate Merger Consideration.

Milestone Shares. The Milestone Shares to be issued by Waldencast to Croma or to the Holdco Members on behalf of Sellers pursuant to this Agreement, if any, are duly authorized and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non- assessable, and shall be free and clear of all Encumbrances, except for the Lock-Up and any transfer restrictions imposed by applicable Laws. The Milestone Shares have been offered and will be issued and delivered by Waldencast pursuant to the terms of this Agreement in compliance with all applicable provisions of the Securities Act and the rules and regulations thereunder, in reliance upon an exemption thereunder, and all applicable state securities laws and the rules and regulations thereunder, in reliance upon a federal statutory exemption from state securities laws restrictions and regulations with respect to the Milestone Shares.

Milestone Shares. 3.1 Within ten Business Days after the later of (a) the occurrence of the First Milestone Event, and (b) the receipt of TSX-V approval for the issuance of the First Milestone Shares, Vizsla shall issue the First Milestone Shares to Mirko. Vizsla shall use commercially reasonable efforts to achieve the First Milestone Event within two years of the Closing Date. 3.2 Within ten Business Days after the later of (a) the occurrence of the Second Milestone Event, and (b) the receipt of TSX-V approval for the issuance of the Second Milestone Shares, Vizsla shall issue the Second Milestone Shares to Mirko. Vizsla shall use commercially reasonable efforts to achieve the Second Milestone Event within five years of the Closing Date.