Common use of Sponsor Earnout Shares Clause in Contracts

Sponsor Earnout Shares. (i) If, at any time during the Earnout Period, the volume-weighted average closing sale price of one Company Share quoted on the New York Stock Exchange (or the exchange on which the Company Shares are then listed) is equal to or greater than $12.50 for any 20 Trading Days within any 30 consecutive Trading Day period (the date when the foregoing is first satisfied, the “First Earnout Achievement Date”), the Company shall, subject to Section 1.9(g), issue 1,300,000 Company Shares (the “First Earnout Shares”) to the Sponsor within five (5) Business Days after the First Earnout Achievement Date as additional consideration in the Merger. (ii) If, at any time during the Earnout Period, the volume-weighted average closing sale price of one Company Share quoted on the New York Stock Exchange (or the exchange on which the Company Shares are then listed) is equal to or greater than $15.00 for any 20 Trading Days within any 30 consecutive Trading Day period (the date when the foregoing is first satisfied, the “Second Earnout Achievement Date”), the Company shall, subject to Section 1.9(g), issue 1,300,000 Company Shares (the “Second Earnout Shares”) to the Sponsor within five (5) Business Days after the Second Earnout Achievement Date as additional consideration in the Merger. (iii) If, at any time during the Earnout Period, the volume-weighted average closing sale price of one Company Share quoted on the New York Stock Exchange (or the exchange on which the Company Shares are then listed) is equal to or greater than $17.50 for any 20 Trading Days within any 30 consecutive Trading Day period (the date when the foregoing is first satisfied, the “Third Earnout Achievement Date”), the Company shall, subject to Section 1.9(g), issue 1,300,000 Company Shares (the “Third Earnout Shares” and together with the First Earnout Shares and the Second Earnout Shares, the “Sponsor Earnout Shares”) to the Sponsor within five (5) Business Days after the Third Earnout Achievement Date as additional consideration in the Merger. (iv) If the Second Earnout Achievement Date occurs at a time when the First Earnout Shares have not already been issued, then the Company shall, subject to Section 1.9(g), immediately issue the First Earnout Shares and Second Earnout Shares to the Sponsor within five (5) Business Days after of the Second Earnout Achievement Date as additional consideration in the Merger; if the Third Earnout Achievement Date occurs at a time when the Second Earnout Shares have not already been issued, then the Company shall, subject to Section 1.9(g), immediately issue the Second Earnout Shares and Third Earnout Shares to the Sponsor within five (5) Business Days after of the Third Earnout Achievement Date as additional consideration in the Merger; and if the Third Earnout Achievement Date occurs at a time when the First Earnout Shares and Second Earnout Shares have not already been issued, then the Company shall, subject to Section 1.9(g), immediately issue all of the Sponsor Earnout Shares to the Sponsor within five (5) Business Days after of the Third Earnout Achievement Date as additional consideration in the Merger. The Company shall at all times maintain a sufficient number of authorized and unissued Company Shares to comply with its obligations in this Agreement. (v) For the avoidance of doubt, the Sponsor shall be entitled to receive Sponsor Earnout Shares upon the satisfaction of each of the Company Share price targets specified in each of Section 1.9(b)(i), Section 1.9(b)(ii) and Section 1.9(b)(iii), provided, however, each Company Share price target may only be achieved once, if at all, and in no event shall the Sponsor be entitled to receive more than an aggregate of 3,900,000 Sponsor Earnout Shares (other than in connection with any adjustments as set forth herein).

Sponsor Earnout Shares. (a) Other than in connection with the Merger Agreement and the transactions contemplated thereby or in accordance with Section 3(g), subject to Section 3(c) and Section 3(d), no Sponsor may Transfer any of its Sponsor Earnout Shares prior to the third anniversary of the Effective Time. From and after the third anniversary of the Effective Time, the Sponsor Earnout Shares may be Transferred, subject to Section 3(h). (b) Subject to Section 3(c) and Section 3(d), on (i) If, at any time during the Earnout Periodfifth anniversary of the Effective Time, the volume-weighted average closing sale price Minimum Target Sponsor Earnout Shares and the Second Target Sponsor Earnout Shares shall be automatically forfeited by the holders thereof to the Company for no consideration with no further action required of one Company Share quoted any Person and (ii) on the New York Stock Exchange (or seventh anniversary of the exchange on which Effective Time, the Maximum Target Sponsor Earnout Shares shall be forfeited by the holders thereof to the Company for no consideration with no further action required of any Person. (c) The restrictions and forfeiture provisions set forth in this Section 3, including, for avoidance of doubt, Section 3(b), shall cease to apply to (i) such Sponsor’s Minimum Target Sponsor Earnout Shares are then listedupon the first day after the Common Stock Price equals or exceeds $13.00 per share, as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like (the “Minimum Target”), for any period of 20 trading days out of 30 consecutive trading days, (ii) such Sponsor’s Second Target Sponsor Earnout Shares upon the first day after the Common Stock Price equals or exceeds $16.00 per share, as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like (the “Second Target”), for any period of 20 trading days out of 30 consecutive trading days and (iii) such Sponsor’s Maximum Target Sponsor Earnout Shares upon the first day after the Common Stock Price equals or exceeds $19.00 per share, as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like (the “Maximum Target”), for any period of 20 trading days out of 30 consecutive trading days. (d) The restrictions and forfeiture provisions set forth in this Section 3, including, for avoidance of doubt, Section 3(b), shall cease to apply to (i) such Sponsor’s Minimum Target Sponsor Earnout Shares immediately prior to a Change in Control if the Change in Control Consideration paid or payable to the stockholders of the Company in connection with such Change in Control is equal to or greater than $12.50 for any 20 Trading Days within any 30 consecutive Trading Day period (the date when Minimum Target but less than the foregoing is first satisfiedSecond Target, unless the “First Earnout Achievement Date”Minimum Target had previously been satisfied pursuant to Section 3(c), the Company shall, subject to Section 1.9(g), issue 1,300,000 Company Shares (the “First Earnout Shares”) to the Sponsor within five (5) Business Days after the First Earnout Achievement Date as additional consideration in the Merger. (ii) If, at any time during such Sponsor’s Minimum Target Sponsor Earnout Shares and Second Target Sponsor Earnout Shares immediately prior to a Change in Control if the Earnout Period, Change in Control Consideration paid or payable to the volume-weighted average closing sale price stockholders of one Company Share quoted on the New York Stock Exchange (or the exchange on which the Company Shares are then listed) in connection with such Change in Control is equal to or greater than $15.00 for any 20 Trading Days within any 30 consecutive Trading Day period (the date when Second Target but less than the foregoing is first satisfiedMaximum Target, unless the “Second Earnout Achievement Date”Target had previously been satisfied pursuant to Section 3(c), the Company shall, subject to Section 1.9(g), issue 1,300,000 Company Shares (the “Second Earnout Shares”) to the Sponsor within five (5) Business Days after the Second Earnout Achievement Date as additional consideration in the Merger. and (iii) Ifsuch Sponsor’s Minimum Target Sponsor Earnout Shares, at any time during Second Target Sponsor Earnout Shares and Maximum Target Sponsor Earnout Shares immediately prior to a Change in Control if the Earnout Period, Change in Control Consideration paid or payable to the volume-weighted average closing sale price stockholders of one Company Share quoted on the New York Stock Exchange (or the exchange on which the Company Shares are then listed) in connection with such Change in Control is equal to or greater than $17.50 for any 20 Trading Days within any 30 consecutive Trading Day period (the date when Maximum Target, unless the foregoing is first satisfied, the “Third Earnout Achievement Date”), the Company shall, subject Maximum Target had previously been satisfied pursuant to Section 1.9(g), issue 1,300,000 Company Shares (the “Third Earnout Shares” and together with the First Earnout Shares and the Second Earnout Shares, the “Sponsor Earnout Shares”) to the Sponsor within five (5) Business Days after the Third Earnout Achievement Date as additional consideration in the Merger. (iv) If the Second Earnout Achievement Date occurs at a time when the First Earnout Shares have not already been issued, then the Company shall, subject to Section 1.9(g), immediately issue the First Earnout Shares and Second Earnout Shares to the Sponsor within five (5) Business Days after of the Second Earnout Achievement Date as additional consideration in the Merger; if the Third Earnout Achievement Date occurs at a time when the Second Earnout Shares have not already been issued, then the Company shall, subject to Section 1.9(g), immediately issue the Second Earnout Shares and Third Earnout Shares to the Sponsor within five (5) Business Days after of the Third Earnout Achievement Date as additional consideration in the Merger; and if the Third Earnout Achievement Date occurs at a time when the First Earnout Shares and Second Earnout Shares have not already been issued, then the Company shall, subject to Section 1.9(g), immediately issue all of the Sponsor Earnout Shares to the Sponsor within five (5) Business Days after of the Third Earnout Achievement Date as additional consideration in the Merger. The Company shall at all times maintain a sufficient number of authorized and unissued Company Shares to comply with its obligations in this Agreement. (v) For the avoidance of doubt, the Sponsor shall be entitled to receive Sponsor Earnout Shares upon the satisfaction of each of the Company Share price targets specified in each of Section 1.9(b)(i), Section 1.9(b)(ii) and Section 1.9(b)(iii), provided, however, each Company Share price target may only be achieved once, if at all, and in no event shall the Sponsor be entitled to receive more than an aggregate of 3,900,000 Sponsor Earnout Shares (other than in connection with any adjustments as set forth herein3(c).

Sponsor Earnout Shares. (a) Other than in connection with the Merger Agreement and the transactions contemplated thereby or in accordance with Section 3(g), subject to Section 3(c) and Section 3(d), no Sponsor may Transfer any of its Sponsor Earnout Shares prior to the third anniversary of the Effective Time. From and after the third anniversary of the Effective Time, the Sponsor Earnout Shares may be Transferred, subject to Section 3(h). (b) Subject to Section 3(c) and Section 3(d), on (i) If, at any time during the Earnout Periodfifth anniversary of the Effective Time, the volume-weighted average closing sale price Minimum Target Sponsor Earnout Shares and the Second Target Sponsor Earnout Shares shall be automatically forfeited by the holders thereof to the Company for no consideration with no further action required of one Company Share quoted any Person and (ii) on the New York Stock Exchange (or seventh anniversary of the exchange on which Effective Time, the Maximum Target Sponsor Earnout Shares shall be forfeited by the holders thereof to the Company for no consideration with no further action required of any Person. (c) The restrictions and forfeiture provisions set forth in this Section 3, including, for avoidance of doubt, Section 3(b), shall cease to apply to (i) such Sponsor’s Minimum Target Sponsor Earnout Shares are then listedupon the first day after the Common Stock Price equals or exceeds $13.00 per share, as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like (the “Minimum Target”), for any period of 20 trading days out of 30 consecutive trading days, (ii) such Sponsor’s Second Target Sponsor Earnout Shares upon the first day after the Common Stock Price equals or exceeds $16.00 per share, as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like (the “Second Target”), for any period of 20 trading days out of 30 consecutive trading days and (iii) such Sponsor’s Maximum Target Sponsor Earnout Shares upon the first day after the Common Stock Price equals or exceeds $19.00 per share, as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like (the “Maximum Target”), for any period of 20 trading days out of 30 consecutive trading days. (d) The restrictions and forfeiture provisions set forth in this Section 3, including, for avoidance of doubt, Section 3(b), shall cease to apply to (i) such Sponsor’s Minimum Target Sponsor Earnout Shares immediately prior to a Change in Control if the Change in Control Consideration paid or payable to the stockholders of the Company in connection with such Change in Control is equal to or greater than $12.50 for any 20 Trading Days within any 30 consecutive Trading Day period (the date when Minimum Target but less than the foregoing is first satisfiedSecond Target, unless the “First Earnout Achievement Date”Minimum Target had previously been satisfied pursuant to Section 3(c), the Company shall, subject to Section 1.9(g), issue 1,300,000 Company Shares (the “First Earnout Shares”) to the Sponsor within five (5) Business Days after the First Earnout Achievement Date as additional consideration in the Merger. (ii) If, at any time during such Sponsor’s Minimum Target Sponsor Earnout Shares and Second Target Sponsor Earnout Shares immediately prior to a Change in Control if the Earnout Period, Change in Control Consideration paid or payable to the volume-weighted average closing sale price stockholders of one Company Share quoted on the New York Stock Exchange (or the exchange on which the Company Shares are then listed) in connection with such Change in Control is equal to or greater than $15.00 for any 20 Trading Days within any 30 consecutive Trading Day period (the date when Second Target but less than the foregoing is first satisfiedMaximum Target, unless the “Second Earnout Achievement Date”Target had previously been satisfied pursuant to Section 3(c), the Company shall, subject to Section 1.9(g), issue 1,300,000 Company Shares (the “Second Earnout Shares”) to the Sponsor within five (5) Business Days after the Second Earnout Achievement Date as additional consideration in the Merger. and (iii) Ifsuch Sponsor’s Minimum Target Sponsor Earnout Shares, at any time during Second Target Sponsor Earnout Shares and Maximum Target Sponsor Earnout Shares immediately prior to a Change in Control if the Earnout Period, Change in Control Consideration paid or payable to the volume-weighted average closing sale price stockholders of one Company Share quoted on the New York Stock Exchange (or the exchange on which the Company Shares are then listed) in connection with such Change in Control is equal to or greater than $17.50 for the Maximum Target, unless the Maximum Target had previously been satisfied pursuant to Section 3(c). (e) The Sponsors and the Company acknowledge and agree that: (i) Sponsor Earnout Shares shall participate in any 20 Trading Days within any 30 consecutive Trading Day period (dividends or other distributions with respect to Common Stock prior to the date when such Sponsor Earnout Shares become Transferable in accordance herewith and thereafter; (ii) Sponsor Earnout Shares shall have all voting rights, and the foregoing is first satisfiedSponsors shall be entitled to vote on any matter as a holder of Sponsor Earnout Shares, prior to the date such Sponsor Earnout Shares become freely Transferable in accordance herewith and thereafter; (iii) notwithstanding anything to the contrary herein, the “Third Sponsor Earnout Achievement Date”), the Company shall, Shares shall remain subject to Section 1.9(g)the restrictions on Transfer under applicable securities Laws of any state, issue 1,300,000 Company Shares federal or foreign entity and the rules and regulations promulgated thereunder; and (the “Third Earnout Shares” and together with the First iv) each certificate evidencing any Sponsor Earnout Shares and each certificate issued in exchange for or upon the Second Transfer of any Sponsor Earnout Shares (unless such Sponsor Earnout Shares are no longer subject to the restrictions on Transfer and forfeiture provisions set forth in this Section 3) shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN A STOCKHOLDERS’ AGREEMENT, DATED AS OF JULY 31, 2019, AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AS AMENDED. A COPY OF SUCH STOCKHOLDERS’ AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” The Company shall imprint such legend on certificates evidencing the Sponsor Earnout Shares. The legend set forth above shall be removed from the certificates evidencing any Sponsor Earnout Shares that are no longer subject to the restrictions on Transfer and forfeiture provisions set forth in this Section 3. (f) Any purported Transfer of Sponsor Earnout Shares in violation of this Agreement shall be null and void, and the Company shall refuse to recognize any such Transfer for any purpose. (g) Notwithstanding anything to the contrary in this Section 3, Transfers of Sponsor Earnout Shares are permitted (i) to Permitted Transferees who shall (A) be subject to the restrictions in this Section 3 as if they were the original holders of such Sponsor Earnout Shares and (B) promptly Transfer such Sponsor Earnout Shares back to the applicable Sponsor if they cease to be a Permitted Transferee for any reason prior to the date such Sponsor Earnout Shares become freely Transferable in accordance herewith; (ii) in the case of an individual, by a gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an Affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of Laws of descent and distribution upon death of the individual; or (iv) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, that these Transferees must become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party hereto. (h) Notwithstanding anything to the contrary in this Section 3, for so long as the applicable Sponsor Earnout Shares are subject to the forfeiture provisions set forth in this Section 3, prior to any Transfer of any Sponsor Earnout Shares, the “Sponsor Earnout Shares”) to the Sponsor within five (5) Business Days after the Third Earnout Achievement Date as additional consideration in the Merger. (iv) If the Second Earnout Achievement Date occurs at a time when the First Earnout Shares have not already been issued, then the Company shall, subject to Section 1.9(g), immediately issue the First Earnout Shares and Second Earnout Shares to the Sponsor within five (5) Business Days after Transferee of the Second Earnout Achievement Date as additional consideration in the Merger; if the Third Earnout Achievement Date occurs at a time when the Second Earnout Shares have not already been issued, then the Company shall, subject to Section 1.9(g), immediately issue the Second Earnout Shares and Third Earnout Shares to the Sponsor within five (5) Business Days after of the Third Earnout Achievement Date as additional consideration in the Merger; and if the Third Earnout Achievement Date occurs at a time when the First Earnout Shares and Second Earnout Shares have not already been issued, then the Company shall, subject to Section 1.9(g), immediately issue all of the such Sponsor Earnout Shares to shall agree in a duly and validly executed writing for the Sponsor within five (5) Business Days after benefit of the Third Earnout Achievement Date as additional consideration in the Merger. The Company shall at all times maintain a sufficient number of authorized and unissued Company Shares to comply with its obligations in this Agreement. (v) For the avoidance of doubt, the Sponsor shall be entitled to receive that such Sponsor Earnout Shares upon remain subject to the satisfaction of each of the Company Share price targets specified in each of Section 1.9(b)(i), Section 1.9(b)(ii) and Section 1.9(b)(iii), provided, however, each Company Share price target may only be achieved once, if at all, and in no event shall the Sponsor be entitled to receive more than an aggregate of 3,900,000 Sponsor Earnout Shares (other than in connection with any adjustments as forfeiture provisions set forth herein)in this Section 3.

Sponsor Earnout Shares. (a) Other than in accordance with Section 2.1(g), subject to Section 2.1(c) and Section 2.1(d), no Sponsor may Transfer any of its Sponsor Earnout Shares prior to the third anniversary of the Merger Effective Time. From and after the third anniversary of the Merger Effective Time, the Sponsor Earnout Shares may be Transferred, subject to Section 2.1(h). (b) Subject to Section 2.1(c) and Section 2.1(d), on (i) If, at any time during the Earnout Periodfifth anniversary of the Merger Effective Time, the volume-weighted average closing sale price Minimum Target Sponsor Earnout Shares and the Second Target Sponsor Earnout Shares shall be automatically forfeited by the holders thereof to the Company for no consideration with no further action required of one Company Share quoted any Person and (ii) on the New York Stock Exchange (or seventh anniversary of the exchange on which Merger Effective Time, the Maximum Target Sponsor Earnout Shares shall be forfeited by the holders thereof to the Company for no consideration with no further action required of any Person. (c) The restrictions and forfeiture provisions set forth in this Section 2.1, including, for avoidance of doubt, Section 2.1(b), shall cease to apply to (i) such Sponsor’s Minimum Target Sponsor Earnout Shares are then listedupon the first day after the Common Stock Price equals or exceeds $13.00 per share, as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like (the “Minimum Target”), for any period of 20 trading days out of 30 consecutive trading days, (ii) such Sponsor’s Second Target Sponsor Earnout Shares upon the first day after the Common Stock Price equals or exceeds $16.00 per share, as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like (the “Second Target”), for any period of 20 trading days out of 30 consecutive trading days and (iii) such Sponsor’s Maximum Target Sponsor Earnout Shares upon the first day after the Common Stock Price equals or exceeds $19.00 per share, as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like (the “Maximum Target”), for any period of 20 trading days out of 30 consecutive trading days. (d) The restrictions and forfeiture provisions set forth in this Section 2.1, including, for avoidance of doubt, Section 2.1(b), shall cease to apply to (i) such Sponsor’s Minimum Target Sponsor Earnout Shares immediately prior to a Change in Control if the Change in Control Consideration paid or payable to the stockholders of the Company in connection with such Change in Control is equal to or greater than $12.50 for any 20 Trading Days within any 30 consecutive Trading Day period (the date when Minimum Target but less than the foregoing is first satisfiedSecond Target, unless the “First Earnout Achievement Date”Minimum Target had previously been satisfied pursuant to Section 2.1(c), the Company shall, subject to Section 1.9(g), issue 1,300,000 Company Shares (the “First Earnout Shares”) to the Sponsor within five (5) Business Days after the First Earnout Achievement Date as additional consideration in the Merger. (ii) If, at any time during such Sponsor’s Minimum Target Sponsor Earnout Shares and Second Target Sponsor Earnout Shares immediately prior to a Change in Control if the Earnout Period, Change in Control Consideration paid or payable to the volume-weighted average closing sale price stockholders of one Company Share quoted on the New York Stock Exchange (or the exchange on which the Company Shares are then listed) in connection with such Change in Control is equal to or greater than $15.00 for any 20 Trading Days within any 30 consecutive Trading Day period (the date when Second Target but less than the foregoing is first satisfiedMaximum Target, unless the “Second Earnout Achievement Date”Target had previously been satisfied pursuant to Section 2.1(c), the Company shall, subject to Section 1.9(g), issue 1,300,000 Company Shares (the “Second Earnout Shares”) to the Sponsor within five (5) Business Days after the Second Earnout Achievement Date as additional consideration in the Merger. and (iii) Ifsuch Sponsor’s Minimum Target Sponsor Earnout Shares, at any time during Second Target Sponsor Earnout Shares and Maximum Target Sponsor Earnout Shares immediately prior to a Change in Control if the Earnout Period, Change in Control Consideration paid or payable to the volume-weighted average closing sale price stockholders of one Company Share quoted on the New York Stock Exchange (or the exchange on which the Company Shares are then listed) in connection with such Change in Control is equal to or greater than $17.50 for the Maximum Target, unless the Maximum Target had previously been satisfied pursuant to Section 2.1(c). (e) The Sponsors and the Company acknowledge and agree that: (i) the Sponsor Earnout Shares shall participate in any 20 Trading Days within any 30 consecutive Trading Day period (dividends or other distributions with respect to Common Stock prior to the date when such Sponsor Earnout Shares become Transferable in accordance herewith and thereafter; (ii) the foregoing is first satisfiedSponsor Earnout Shares shall have all voting rights, and the Sponsors shall be entitled to vote on any matter as a holder of Sponsor Earnout Shares, prior to the date such Sponsor Earnout Shares become freely Transferable in accordance herewith and thereafter; (iii) notwithstanding anything to the contrary herein, the “Third Sponsor Earnout Achievement Date”), the Company shall, Shares shall remain subject to Section 1.9(g)the restrictions on Transfer under applicable securities Laws of any state, issue 1,300,000 Company Shares federal or foreign entity and the rules and regulations promulgated thereunder; and (the “Third Earnout Shares” and together with the First iv) each certificate evidencing any Sponsor Earnout Shares and each certificate issued in exchange for or upon the Second Transfer of any Sponsor Earnout Shares (unless such Sponsor Earnout Shares are no longer subject to the restrictions on Transfer and forfeiture provisions set forth in this Section 2.1) shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN AN AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF APRIL 1, 2021, AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS AMENDED. A COPY OF SUCH STOCKHOLDERS’ AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” The Company shall imprint such legend on certificates evidencing the Sponsor Earnout Shares. The legend set forth above shall be removed from the certificates evidencing any Sponsor Earnout Shares that are no longer subject to the restrictions on Transfer and forfeiture provisions set forth in this Section 2.1. (f) Any purported Transfer of Sponsor Earnout Shares in violation of this Agreement shall be null and void, and the Company shall refuse to recognize any such Transfer for any purpose. (g) Notwithstanding anything to the contrary in this Section 2.1, Transfers of Sponsor Earnout Shares are permitted (i) to Permitted Transferees who shall (A) be subject to the restrictions in this Section 2.1 as if they were the original holders of such Sponsor Earnout Shares and (B) promptly Transfer such Sponsor Earnout Shares back to the applicable Sponsor if they cease to be a Permitted Transferee for any reason prior to the date such Sponsor Earnout Shares become freely Transferable in accordance herewith; (ii) in the case of an individual, by a gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an Affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of Laws of descent and distribution upon death of the individual; or (iv) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, that these Transferees must become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party hereto. (h) Notwithstanding anything to the contrary in this Section 2.1, for so long as the applicable Sponsor Earnout Shares are subject to the forfeiture provisions set forth in this Section 2.1, prior to any Transfer of any Sponsor Earnout Shares, the “Sponsor Earnout Shares”) to the Sponsor within five (5) Business Days after the Third Earnout Achievement Date as additional consideration in the Merger. (iv) If the Second Earnout Achievement Date occurs at a time when the First Earnout Shares have not already been issued, then the Company shall, subject to Section 1.9(g), immediately issue the First Earnout Shares and Second Earnout Shares to the Sponsor within five (5) Business Days after Transferee of the Second Earnout Achievement Date as additional consideration in the Merger; if the Third Earnout Achievement Date occurs at a time when the Second Earnout Shares have not already been issued, then the Company shall, subject to Section 1.9(g), immediately issue the Second Earnout Shares and Third Earnout Shares to the Sponsor within five (5) Business Days after of the Third Earnout Achievement Date as additional consideration in the Merger; and if the Third Earnout Achievement Date occurs at a time when the First Earnout Shares and Second Earnout Shares have not already been issued, then the Company shall, subject to Section 1.9(g), immediately issue all of the such Sponsor Earnout Shares to shall agree in a duly and validly executed writing for the Sponsor within five (5) Business Days after benefit of the Third Earnout Achievement Date as additional consideration in the Merger. The Company shall at all times maintain a sufficient number of authorized and unissued Company Shares to comply with its obligations in this Agreement. (v) For the avoidance of doubt, the Sponsor shall be entitled to receive that such Sponsor Earnout Shares upon remain subject to the satisfaction of each of the Company Share price targets specified in each of Section 1.9(b)(i), Section 1.9(b)(ii) and Section 1.9(b)(iii), provided, however, each Company Share price target may only be achieved once, if at all, and in no event shall the Sponsor be entitled to receive more than an aggregate of 3,900,000 Sponsor Earnout Shares (other than in connection with any adjustments as forfeiture provisions set forth herein)in this Section 2.1.

Sponsor Earnout Shares. (a) Other than in accordance with Section 2.1(g), subject to Section 2.1(c) and Section 2.1(d), no Sponsor may Transfer any of its Sponsor Earnout Shares prior to the third anniversary of the Merger Effective Time. From and after the third anniversary of the Merger Effective Time, the Sponsor Earnout Shares may be Transferred, subject to Section 2.1(h). (b) Subject to Section 2.1(c) and Section 2.1(d), on (i) If, at any time during the Earnout Periodfifth anniversary of the Merger Effective Time, the volume-weighted average closing sale price Minimum Target Sponsor Earnout Shares and the Second Target Sponsor Earnout Shares shall be automatically forfeited by the holders thereof to the Company for no consideration with no further action required of one Company Share quoted any Person and (ii) on the New York Stock Exchange (or seventh anniversary of the exchange on which Merger Effective Time, the Maximum Target Sponsor Earnout Shares shall be forfeited by the holders thereof to the Company for no consideration with no further action required of any Person. (c) The restrictions and forfeiture provisions set forth in this Section 2.1, including, for avoidance of doubt, Section 2.1(b), shall cease to apply to (i) such Sponsor’s Minimum Target Sponsor Earnout Shares are then listedupon the first day after the Common Stock Price equals or exceeds $13.00 per share, as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like (the “Minimum Target”), for any period of 20 trading days out of 30 consecutive trading days, (ii) such Sponsor’s Second Target Sponsor Earnout Shares upon the first day after the Common Stock Price equals or exceeds $16.00 per share, as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like (the “Second Target”), for any period of 20 trading days out of 30 consecutive trading days and (iii) such Sponsor’s Maximum Target Sponsor Earnout Shares upon the first day after the Common Stock Price equals or exceeds $19.00 per share, as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like (the “Maximum Target”), for any period of 20 trading days out of 30 consecutive trading days. (d) The restrictions and forfeiture provisions set forth in this Section 2.1, including, for avoidance of doubt, Section 2.1(b), shall cease to apply to (i) such Sponsor’s Minimum Target Sponsor Earnout Shares immediately prior to a Change in Control if the Change in Control Consideration paid or payable to the stockholders of the Company in connection with such Change in Control is equal to or greater than $12.50 for any 20 Trading Days within any 30 consecutive Trading Day period (the date when Minimum Target but less than the foregoing is first satisfiedSecond Target, unless the “First Earnout Achievement Date”Minimum Target had previously been satisfied pursuant to Section 2.1(c), the Company shall, subject to Section 1.9(g), issue 1,300,000 Company Shares (the “First Earnout Shares”) to the Sponsor within five (5) Business Days after the First Earnout Achievement Date as additional consideration in the Merger. (ii) If, at any time during such Sponsor’s Minimum Target Sponsor Earnout Shares and Second Target Sponsor Earnout Shares immediately prior to a Change in Control if the Earnout Period, Change in Control Consideration paid or payable to the volume-weighted average closing sale price stockholders of one Company Share quoted on the New York Stock Exchange (or the exchange on which the Company Shares are then listed) in connection with such Change in Control is equal to or greater than $15.00 for any 20 Trading Days within any 30 consecutive Trading Day period (the date when Second Target but less than the foregoing is first satisfiedMaximum Target, unless the “Second Earnout Achievement Date”Target had previously been satisfied pursuant to Section 2.1(c), the Company shall, subject to Section 1.9(g), issue 1,300,000 Company Shares (the “Second Earnout Shares”) to the Sponsor within five (5) Business Days after the Second Earnout Achievement Date as additional consideration in the Merger. and (iii) Ifsuch Sponsor’s Minimum Target Sponsor Earnout Shares, at any time during Second Target Sponsor Earnout Shares and Maximum Target Sponsor Earnout Shares immediately prior to a Change in Control if the Earnout Period, Change in Control Consideration paid or payable to the volume-weighted average closing sale price stockholders of one Company Share quoted on the New York Stock Exchange (or the exchange on which the Company Shares are then listed) in connection with such Change in Control is equal to or greater than $17.50 for the Maximum Target, unless the Maximum Target had previously been satisfied pursuant to Section 2.1(c). (e) The Sponsors and the Company acknowledge and agree that: (i) the Sponsor Earnout Shares shall participate in any 20 Trading Days within any 30 consecutive Trading Day period (dividends or other distributions with respect to Common Stock prior to the date when such Sponsor Earnout Shares become Transferable in accordance herewith and thereafter; (ii) the foregoing is first satisfiedSponsor Earnout Shares shall have all voting rights, and the Sponsors shall be entitled to vote on any matter as a holder of Sponsor Earnout Shares, prior to the date such Sponsor Earnout Shares become freely Transferable in accordance herewith and thereafter; (iii) notwithstanding anything to the contrary herein, the “Third Sponsor Earnout Achievement Date”), the Company shall, Shares shall remain subject to Section 1.9(g)the restrictions on Transfer under applicable securities Laws of any state, issue 1,300,000 Company Shares federal or foreign entity and the rules and regulations promulgated thereunder; and (the “Third Earnout Shares” and together with the First iv) each certificate evidencing any Sponsor Earnout Shares and each certificate issued in exchange for or upon the Second Transfer of any Sponsor Earnout Shares (unless such Sponsor Earnout Shares are no longer subject to the restrictions on Transfer and forfeiture provisions set forth in this Section 2.1) has been stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN AN AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF APRIL 1, 2021, AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS AMENDED. A COPY OF SUCH STOCKHOLDERS’ AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” The Company shall imprint such legend on certificates evidencing the Sponsor Earnout Shares. The legend set forth above shall be removed from the certificates evidencing any Sponsor Earnout Shares that are no longer subject to the restrictions on Transfer and forfeiture provisions set forth in this Section 2.1. (f) Any purported Transfer of Sponsor Earnout Shares in violation of this Agreement shall be null and void, and the Company shall refuse to recognize any such Transfer for any purpose. (g) Notwithstanding anything to the contrary in this Section 2.1, Transfers of Sponsor Earnout Shares are permitted (i) to Permitted Transferees who shall (A) be subject to the restrictions in this Section 2.1 as if they were the original holders of such Sponsor Earnout Shares and (B) promptly Transfer such Sponsor Earnout Shares back to the applicable Sponsor if they cease to be a Permitted Transferee for any reason prior to the date such Sponsor Earnout Shares become freely Transferable in accordance herewith; (ii) in the case of an individual, by a gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an Affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of Laws of descent and distribution upon death of the individual; or (iv) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, that these Transferees must become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party hereto. (h) Notwithstanding anything to the contrary in this Section 2.1, for so long as the applicable Sponsor Earnout Shares are subject to the forfeiture provisions set forth in this Section 2.1, prior to any Transfer of any Sponsor Earnout Shares, the “Sponsor Earnout Shares”) to the Sponsor within five (5) Business Days after the Third Earnout Achievement Date as additional consideration in the Merger. (iv) If the Second Earnout Achievement Date occurs at a time when the First Earnout Shares have not already been issued, then the Company shall, subject to Section 1.9(g), immediately issue the First Earnout Shares and Second Earnout Shares to the Sponsor within five (5) Business Days after Transferee of the Second Earnout Achievement Date as additional consideration in the Merger; if the Third Earnout Achievement Date occurs at a time when the Second Earnout Shares have not already been issued, then the Company shall, subject to Section 1.9(g), immediately issue the Second Earnout Shares and Third Earnout Shares to the Sponsor within five (5) Business Days after of the Third Earnout Achievement Date as additional consideration in the Merger; and if the Third Earnout Achievement Date occurs at a time when the First Earnout Shares and Second Earnout Shares have not already been issued, then the Company shall, subject to Section 1.9(g), immediately issue all of the such Sponsor Earnout Shares to shall agree in a duly and validly executed writing for the Sponsor within five (5) Business Days after benefit of the Third Earnout Achievement Date as additional consideration in the Merger. The Company shall at all times maintain a sufficient number of authorized and unissued Company Shares to comply with its obligations in this Agreement. (v) For the avoidance of doubt, the Sponsor shall be entitled to receive that such Sponsor Earnout Shares upon remain subject to the satisfaction of each of the Company Share price targets specified in each of Section 1.9(b)(i), Section 1.9(b)(ii) and Section 1.9(b)(iii), provided, however, each Company Share price target may only be achieved once, if at all, and in no event shall the Sponsor be entitled to receive more than an aggregate of 3,900,000 Sponsor Earnout Shares (other than in connection with any adjustments as forfeiture provisions set forth herein)in this Section 2.1.

Sponsor Earnout Shares. (a) Other than in accordance with Section 2.1(g), subject to Section 2.1(c) and Section 2.1(d), no Sponsor may Transfer any of its Sponsor Earnout Shares prior to the third anniversary of the Merger Effective Time. From and after the third anniversary of the Merger Effective Time, the Sponsor Earnout Shares may be Transferred, subject to Section 2.1(h). (b) Subject to Section 2.1(c) and Section 2.1(d), on (i) If, at any time during the Earnout Periodfifth anniversary of the Merger Effective Time, the volume-weighted average closing sale price Minimum Target Sponsor Earnout Shares and the Second Target Sponsor Earnout Shares shall be automatically forfeited by the holders thereof to the Company for no consideration with no further action required of one Company Share quoted any Person and (ii) on the New York Stock Exchange (or seventh anniversary of the exchange on which Merger Effective Time, the Maximum Target Sponsor Earnout Shares shall be forfeited by the holders thereof to the Company for no consideration with no further action required of any Person. (c) The restrictions and forfeiture provisions set forth in this Section 2.1, including, for avoidance of doubt, Section 2.1(b), shall cease to apply to (i) such Sponsor’s Minimum Target Sponsor Earnout Shares are then listedupon the first day after the Common Stock Price equals or exceeds $13.00 per share, as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like (the “Minimum Target”), for any period of 20 trading days out of 30 consecutive trading days, (ii) such Sponsor’s Second Target Sponsor Earnout Shares upon the first day after the Common Stock Price equals or exceeds $16.00 per share, as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like (the “Second Target”), for any period of 20 trading days out of 30 consecutive trading days and (iii) such Sponsor’s Maximum Target Sponsor Earnout Shares upon the first day after the Common Stock Price equals or exceeds $19.00 per share, as adjusted for stock splits, dividends, reorganizations, recapitalizations and the like (the “Maximum Target”), for any period of 20 trading days out of 30 consecutive trading days. (d) The restrictions and forfeiture provisions set forth in this Section 2.1, including, for avoidance of doubt, Section 2.1(b), shall cease to apply to (i) such Sponsor’s Minimum Target Sponsor Earnout Shares immediately prior to a Change in Control if the Change in Control Consideration paid or payable to the stockholders of the Company in connection with such Change in Control is equal to or greater than $12.50 for any 20 Trading Days within any 30 consecutive Trading Day period (the date when Minimum Target but less than the foregoing is first satisfiedSecond Target, unless the “First Earnout Achievement Date”Minimum Target had previously been satisfied pursuant to Section 2.1(c), the Company shall, subject to Section 1.9(g), issue 1,300,000 Company Shares (the “First Earnout Shares”) to the Sponsor within five (5) Business Days after the First Earnout Achievement Date as additional consideration in the Merger. (ii) If, at any time during such Sponsor’s Minimum Target Sponsor Earnout Shares and Second Target Sponsor Earnout Shares immediately prior to a Change in Control if the Earnout Period, Change in Control Consideration paid or payable to the volume-weighted average closing sale price stockholders of one Company Share quoted on the New York Stock Exchange (or the exchange on which the Company Shares are then listed) in connection with such Change in Control is equal to or greater than $15.00 for any 20 Trading Days within any 30 consecutive Trading Day period (the date when Second Target but less than the foregoing is first satisfiedMaximum Target, unless the “Second Earnout Achievement Date”Target had previously been satisfied pursuant to Section 2.1(c), the Company shall, subject to Section 1.9(g), issue 1,300,000 Company Shares (the “Second Earnout Shares”) to the Sponsor within five (5) Business Days after the Second Earnout Achievement Date as additional consideration in the Merger. and (iii) Ifsuch Sponsor’s Minimum Target Sponsor Earnout Shares, at any time during Second Target Sponsor Earnout Shares and Maximum Target Sponsor Earnout Shares immediately prior to a Change in Control if the Earnout Period, Change in Control Consideration paid or payable to the volume-weighted average closing sale price stockholders of one Company Share quoted on the New York Stock Exchange (or the exchange on which the Company Shares are then listed) in connection with such Change in Control is equal to or greater than $17.50 for the Maximum Target, unless the Maximum Target had previously been satisfied pursuant to Section 2.1(c). (e) The Sponsors and the Company acknowledge and agree that: (i) the Sponsor Earnout Shares shall participate in any 20 Trading Days within any 30 consecutive Trading Day period (dividends or other distributions with respect to Common Stock prior to the date when such Sponsor Earnout Shares become Transferable in accordance herewith and thereafter; (ii) the foregoing is first satisfiedSponsor Earnout Shares shall have all voting rights, and the Sponsors shall be entitled to vote on any matter as a holder of Sponsor Earnout Shares, prior to the date such Sponsor Earnout Shares become freely Transferable in accordance herewith and thereafter; (iii) notwithstanding anything to the contrary herein, the “Third Sponsor Earnout Achievement Date”), the Company shall, Shares shall remain subject to Section 1.9(g)the restrictions on Transfer under applicable securities Laws of any state, issue 1,300,000 Company Shares federal or foreign entity and the rules and regulations promulgated thereunder; and (the “Third Earnout Shares” and together with the First iv) each certificate evidencing any Sponsor Earnout Shares and each certificate issued in exchange for or upon the Second Transfer of any Sponsor Earnout Shares (unless such Sponsor Earnout Shares are no longer subject to the restrictions on Transfer and forfeiture provisions set forth in this Section 2.1) shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN AN AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF [ ], 2021, AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS AMENDED. A COPY OF SUCH STOCKHOLDERS’ AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” The Company shall imprint such legend on certificates evidencing the Sponsor Earnout Shares. The legend set forth above shall be removed from the certificates evidencing any Sponsor Earnout Shares that are no longer subject to the restrictions on Transfer and forfeiture provisions set forth in this Section 2.1. (f) Any purported Transfer of Sponsor Earnout Shares in violation of this Agreement shall be null and void, and the Company shall refuse to recognize any such Transfer for any purpose. (g) Notwithstanding anything to the contrary in this Section 2.1, Transfers of Sponsor Earnout Shares are permitted (i) to Permitted Transferees who shall (A) be subject to the restrictions in this Section 2.1 as if they were the original holders of such Sponsor Earnout Shares and (B) promptly Transfer such Sponsor Earnout Shares back to the applicable Sponsor if they cease to be a Permitted Transferee for any reason prior to the date such Sponsor Earnout Shares become freely Transferable in accordance herewith; (ii) in the case of an individual, by a gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an Affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of Laws of descent and distribution upon death of the individual; or (iv) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, that these Transferees must become a party to this Agreement by executing and delivering such documents as may be necessary to make such Transferee a party hereto. (h) Notwithstanding anything to the contrary in this Section 2.1, for so long as the applicable Sponsor Earnout Shares are subject to the forfeiture provisions set forth in this Section 2.1, prior to any Transfer of any Sponsor Earnout Shares, the “Sponsor Earnout Shares”) to the Sponsor within five (5) Business Days after the Third Earnout Achievement Date as additional consideration in the Merger. (iv) If the Second Earnout Achievement Date occurs at a time when the First Earnout Shares have not already been issued, then the Company shall, subject to Section 1.9(g), immediately issue the First Earnout Shares and Second Earnout Shares to the Sponsor within five (5) Business Days after Transferee of the Second Earnout Achievement Date as additional consideration in the Merger; if the Third Earnout Achievement Date occurs at a time when the Second Earnout Shares have not already been issued, then the Company shall, subject to Section 1.9(g), immediately issue the Second Earnout Shares and Third Earnout Shares to the Sponsor within five (5) Business Days after of the Third Earnout Achievement Date as additional consideration in the Merger; and if the Third Earnout Achievement Date occurs at a time when the First Earnout Shares and Second Earnout Shares have not already been issued, then the Company shall, subject to Section 1.9(g), immediately issue all of the such Sponsor Earnout Shares to shall agree in a duly and validly executed writing for the Sponsor within five (5) Business Days after benefit of the Third Earnout Achievement Date as additional consideration in the Merger. The Company shall at all times maintain a sufficient number of authorized and unissued Company Shares to comply with its obligations in this Agreement. (v) For the avoidance of doubt, the Sponsor shall be entitled to receive that such Sponsor Earnout Shares upon remain subject to the satisfaction of each of the Company Share price targets specified in each of Section 1.9(b)(i), Section 1.9(b)(ii) and Section 1.9(b)(iii), provided, however, each Company Share price target may only be achieved once, if at all, and in no event shall the Sponsor be entitled to receive more than an aggregate of 3,900,000 Sponsor Earnout Shares (other than in connection with any adjustments as forfeiture provisions set forth herein)in this Section 2.1.