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TenKay

11/19/20 9:14 AM

#41927 RE: JblJoe #41925

$0.0075 per $1

JP-Stockton

11/19/20 9:53 AM

#41932 RE: JblJoe #41925

As to the earnout agreement.. This is what it states


wire transfer of immediately available funds to one or more bank accounts
designated in writing by the Earnout Co and the Company, as applicable, as follows:
(i) first, until the aggregate amount of all Earnout
payments distributed under this Section 1(e)(i) equals
$110,000,000, 100% of such Earnout payments shall be made to
Earnout Co.;
(ii) second, until the aggregate amount of all Earnout
payments distributed under this Section 1(e)(ii) equals
$30,000,000, (i) 50% of such Earnout payments shall be made
to Earnout Co. and (ii) 50% of such Earnout payments shall be
made to the Company; and
(iii) thereafter, all Earnout



Note: first, until the aggregate amount of all Earnout
payments distributed under this Section 1(e)(i) equals
$110,000,000, 100% of such Earnout payments shall be made to
Earnout Co.;

100% of 110 million to earnouts

second, until the aggregate amount of all Earnout
payments distributed under this Section 1(e)(ii) equals
$30,000,000, (i) 50% of such Earnout payments shall be made
to Earnout Co. and (ii) 50% of such Earnout payments shall be
made to the Company; and

50% of 30 million to earnouts

That is a total of 115 million to earnouts.

There is no expiration until that amount is reached