Alliance Entertainment Holding Corp (AENT)

[StockLogistics]

“Subject to certain exceptions, Adara will issue to the holders of Alliance Common Stock immediately prior to the Closing (“Contingent Consideration Eligible Company Equityholders”) 60,000,000 shares of Adara Class E Common Stock in the aggregate (the “Contingent Shares”) held in escrow until certain price targets are achieved by Adara between the fifth anniversary and the tenth anniversary of the Closing (the “Contingent Consideration Period”). With respect to each price target, a triggering event occurs on the first date on which the Adara Class A Common Stock (as adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or the like) over any twenty (20) day trading period during a thirty (30) trading days during the Contingent Consideration Period trades with a volume-weighted average price greater than or equal to $20.00, $30.00 or $50.00 (“Triggering Event I,” “Triggering Event II” and “Triggering Event III,” respectively). Upon the occurrence of Triggering Event I prior to the fifth year anniversary of the Closing, an aggregate of 20,000,000 Contingent Shares will be released from escrow; upon the occurrence of Triggering Event II prior to the seventh year anniversary of the Closing, an aggregate of 20,000,000 Contingent Shares will be released from escrow; and upon the occurrence of Triggering Event III prior to the tenth year anniversary of the Closing, an aggregate of 20,000,000 Contingent Shares will be released from escrow.

Each Triggering Event shall only occur once, if at all, and in no event shall the Contingent Consideration Eligible Company Equityholders be entitled to receive an aggregate of more than 60,000,000 Contingent Shares. Triggering Event I, Triggering Event II and Triggering Event III may be achieved at the same time or over the same overlapping trading days. The Contingent Consideration Shares released as a result of a Triggering Event will automatically convert into the same number of shares of Adara Class A Common Stock. All Contingent Consideration Shares that are not earned on or before the expiration of the Contingent Consideration Period will be automatically forfeited and cancelled.”

https://www.otcmarkets.com/filing/html?id=16160203&guid=ovz-k6lorYfaEch