Common use of Share Price Milestone Clause in Contracts

Share Price Milestone. a. If the closing share price of SMMC Class A Common Stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period that occurs after the Closing Date and on or prior to the five (5)-year anniversary of the Closing Date (the first occurrence of the foregoing is referred to herein as the “$12.50 Share Price Milestone”, and such date is referred to as the “$12.50 Share Price Milestone Date”), then, except as provided in Section 1(b), SMMC shall issue, as promptly as practicable, to each holder of Company Common Stock and/or Company Options that had an Earnout Pro Rata Portion exceeding zero (0), a number of shares of SMMC Class A Common Stock equal to such holder’s Earnout Pro Rata Portion of 6,000,000 shares (such number of shares being referred to as the “$12.50 Earnout Shares”). b. Notwithstanding anything in Section 1(a) to the contrary, to the extent that any portion of the $12.50 Earnout Shares that would otherwise be issued to a holder of Company Securities hereunder relates to a Converted Option that remains unvested as of the $12.50 Share Price Milestone Date (each such option, a “$12.50 Unvested Converted Option”), then in lieu of issuing such $12.50 Earnout Shares, SMMC shall instead issue, as soon as practicable following the later of (1) the occurrence of the $12.50 Share Price Milestone and (2) SMMC’s filing of a Form S-8 Registration Statement, to each holder of a $12.50 Unvested Converted Option, an award of restricted stock units of SMMC for a number of shares of SMMC Class A Common Stock equal to such portion of the $12.50 Earnout Shares issuable with respect to the $12.50 Unvested Converted Option (such number of shares being referred to as the “$12.50 Earnout RSUs”). A holder of a $12.50 Unvested Converted Option shall only be granted $12.50 Earnout RSUs if such holder remains in continuous service to the Company or its successor as of the $12.50 Share Price Milestone Date and the applicable grant date. Such $12.50 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 events of the applicable $12.50 Unvested Converted Option and shall be subject to the same vesting conditions as applied to the applicable $12.50

Share Price Milestone. a. If the closing share price of SMMC Class A Common Stock equals or exceeds $12.50 15.00 per share for any 20 trading days within any consecutive 30-trading day period that occurs after the Closing Date and on or prior to the five (5)-year anniversary of the Closing Date (the first occurrence of the foregoing is referred to herein as the “$12.50 15.00 Share Price Milestone”, and such date is referred to as the “$12.50 15.00 Share Price Milestone Date”), then, except as provided in Section 1(b2(b), SMMC shall issue, as promptly as practicable, to each holder of Company Common Stock and/or Company Options that had an Earnout Pro Rata Portion exceeding zero (0), a number of shares of SMMC Class A Common Stock equal to such holder’s Earnout Pro Rata Portion of 6,000,000 shares (such number of shares being referred to as the “$15.00 Earnout Shares” and, together with the $12.50 Earnout Shares, the “Earnout Shares”). b. Notwithstanding anything in Section 1(a2(a) to the contrary, to the extent that any portion of the $12.50 15.00 Earnout Shares that would otherwise be issued to a holder of Company Securities hereunder relates to a Converted Option that remains unvested as of the $12.50 15.00 Share Price Milestone Date (each such option, a “$12.50 15.00 Unvested Converted Option”), then in lieu of issuing such $12.50 15.00 Earnout Shares, SMMC shall instead issue, as soon as practicable following the later of (1) the occurrence of the $12.50 15.00 Share Price Milestone and (2) SMMC’s filing of a Form S-8 Registration Statement, to each holder of a $12.50 15.00 Unvested Converted Option, an award of restricted stock units of SMMC for a number of shares of SMMC Class A Common Stock equal to such portion of the $12.50 15.00 Earnout Shares issuable with respect to the $12.50 15.00 Unvested Converted Option (such number of shares being referred to as the “$15.00 Earnout RSUs” and together with the $12.50 Earnout RSUs, the “Earnout RSUs”). A holder of a $12.50 15.00 Unvested Converted Option shall only be granted $12.50 15.00 Earnout RSUs if such holder remains in continuous service to the Company or its successor as of the $12.50 15.00 Share Price Milestone Date and the applicable grant date. Such $12.50 15.00 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 events of the applicable $12.50 15.00 Unvested Converted Option and shall be subject to the same vesting conditions as applied to the applicable $12.5015.00 Unvested Converted Option. In the event that a Company Securityholder had more than one grant of Converted Options as of immediately prior to the Effective Time, the issuance of the Earnout Securities shall be apportioned among each of such grants of Converted Options as if each grant were held by a different person. 3. For the avoidance of doubt, if the condition for more than one Milestone is achieved, the Earnout Securities to be earned in connection with such Milestone shall be cumulative with any Earnout Securities earned prior to such time in connection with the achievement of any other Milestone; provided that, for avoidance of doubt, Earnout Securities in respect of each Milestone will be issued and earned only once and the aggregate Earnout Securities issued shall in no event exceed 12,000,000 shares of SMMC Class A Common Stock. 4. If, at or following the five (5)-year anniversary of the Closing Date, the $12.50 Share Price Milestone and/or the $15.00 Share Price Milestone have not occurred, none of the Earnout Securities shall be issued. 5. In the event that after the Closing and prior the five (5)-year anniversary of the Closing Date, (i) there is a Change of Control (or a definitive agreement providing for a Change of Control has been entered into prior to the five (5)-year anniversary of the Closing Date and such Change of Control is ultimately consummated, even if such consummation occurs after the five (5)-year anniversary of the Closing Date), (ii) any liquidation, dissolution or winding up of SMMC (whether voluntary of involuntary) is initiated, (iii) any bankruptcy, reorganization, debt arrangement or similar proceeding under any bankruptcy, insolvency or similar law, or any dissolution or liquidation proceeding, is instituted by or against SMMC, or a receiver is appointed for SMMC or a substantial part of its assets or properties or (iv) SMMC makes an assignment for the benefit of creditors, or petitions or applies to any Governmental Authority for, or consents or acquiesces to, the appointment of a custodian, receiver or trustee for all or substantially all of its assets or properties (each of clauses (i) through (iv), an “Acceleration Event”), then any Earnout Securities that have not been previously issued by SMMC (whether or not previously earned) shall be deemed earned and issued by SMMC to the holders of Company Securities as of immediately prior to the Effective Time (but in the case of Company Options, only such Company Options that are vested as of such date (after giving effect to any acceleration of vesting of such Company Options)) upon such Acceleration Event pursuant to Section 3.01 and Section 3.07 unless, in the case of an Acceleration Event that is a Change of Control, the value of the consideration to be received by the holders of the SMMC Class A Common Stock in such Change of Control transaction is less than the stock price threshold applicable to the $12.50 Share Price Milestone and/or the $15.00 Share Price Milestone, as applicable; provided, that the determinations of such consideration and value shall be determined in good faith by the disinterested members of the SMMC Board; and provided, further that such Earnout Securities that are not deemed earned as of such Change in Control transaction shall be cancelled to the extent that such Change in Control transaction consists of a sale of SMMC by merger, business combination or otherwise in which the stockholders of SMMC receive only cash consideration for their shares. 6. For purposes hereof, a “

Share Price Milestone. a. If the closing share price of SMMC Class A Common Stock equals or exceeds $12.50 15.00 per share for any 20 trading days within any consecutive 30-trading day period that occurs after the Closing Date and on or prior to the five (5)-year anniversary of the Closing Date (the first occurrence of the foregoing is referred to herein as the “$12.50 15.00 Share Price Milestone”, and such date is referred to as the “$12.50 15.00 Share Price Milestone Date”), then, except as provided in Section 1(b2(b), SMMC shall issue, as promptly as practicable, to each holder of Company Common Stock and/or Company Options that had an Earnout Pro Rata Portion exceeding zero (0), a number of shares of SMMC Class A Common Stock equal to such holder’s Earnout Pro Rata Portion of 6,000,000 shares (such number of shares being referred to as the “$15.00 Earnout Shares” and, together with the $12.50 Earnout Shares, the “Earnout Shares”). b. Notwithstanding anything in Section 1(a2(a) to the contrary, to the extent that any portion of the $12.50 15.00 Earnout Shares that would otherwise be issued to a holder of Company Securities hereunder relates to a Converted Option that remains unvested as of the $12.50 15.00 Share Price Milestone Date (each such option, a “$12.50 15.00 Unvested Converted Option”), then in lieu of issuing such $12.50 15.00 Earnout Shares, SMMC shall instead issue, as soon as practicable following the later of (1) the occurrence of the $12.50 15.00 Share Price Milestone and (2) SMMC’s filing of a Form S-8 Registration Statement, to each holder of a $12.50 15.00 Unvested Converted Option, an award of restricted stock units of SMMC for a number of shares of SMMC Class A Common Stock equal to such portion of the $12.50 15.00 Earnout Shares issuable with respect to the $12.50 15.00 Unvested Converted Option (such number of shares being referred to as the “$15.00 Earnout RSUs” and together with the $12.50 Earnout RSUs, the “Earnout RSUs”). A holder of a $12.50 15.00 Unvested Converted Option shall only be granted $12.50 15.00 Earnout RSUs if such holder remains in continuous service to the Company or its successor as of the $12.50 15.00 Share Price Milestone Date and the applicable grant date. Such $12.50 15.00 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 events of the applicable $12.50 15.00 Unvested Converted Option and shall be subject to the same vesting conditions as applied to the applicable $12.5015.00 Unvested Converted Option. In the event that a Company Securityholder had more than one grant of Converted Options as of immediately prior to the Effective Time, the issuance of the Earnout Securities shall be apportioned among each of such grants of Converted Options as if each grant were held by a different person.