EXHIBIT 10.16

Exhibit 10.16

Execution Version

EARNOUT ESCROW AGREEMENT

THIS EARNOUT ESCROW AGREEMENT (this “Agreement”) is made and entered into as of October 21, 2026, by and between Forge Nano Holdings, Inc., a Delaware corporation (“Pubco”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Escrow Agent”).

WHEREAS, pursuant to Section 1.18 of the Merger Agreement, dated as of April 20, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among Pubco, Archimedes Tech SPAC Partners II Co., a Cayman Islands exempted company, ATII Merger Sub Inc., a Delaware corporation, ATII Merger Sub II, LLC, a Delaware limited liability company, and Forge Nano, Inc., a Delaware corporation, the Earn-Out Shares (as defined below) shall (i) be issued to the Persons who received Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Company Convertible Securities, if any (collectively, the “Company Earn-Out Holders”), at the Closing pursuant to the Merger Agreement, (ii) be placed in escrow pursuant to this Agreement, and (iii) not be released from escrow until they are earned as a result of the occurrence of the applicable earnout milestone as specifically set forth in Exhibit C of this Agreement and Section 1.18 of the Merger Agreement; and

WHEREAS, Pubco wishes to engage the Escrow Agent as escrow agent to establish the account (the “Escrow Account”) into which the Earn-Out Shares will be deposited, and the Escrow Agent wishes to act as escrow agent and establish the Escrow Account, all on the terms and subject to the conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1.    Appointment

(a)            The parties hereby appoint the Escrow Agent as escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein.

(b)            Capitalized terms used and not defined in this Agreement shall have the meanings given to them in the Merger Agreement. The Escrow Agent shall act only in accordance with the terms and conditions contained in this Agreement and shall have no duties or obligations with respect to the Merger Agreement.

2.     Earn-Out Shares

(a)            Pubco shall deposit with the Escrow Agent 90,000,000 shares of common stock, par value $0.0001 per share, of Pubco (the “Earn-Out Shares”) on the date hereof. The Escrow Agent shall hold the Earn-Out Shares as book-entry positions registered in the name of “Odyssey Transfer and Trust Company as Escrow Agent for Forge Nano Holdings, Inc.” and such positions shall be held for the benefit of the Company Earn-Out Holders set forth on Exhibit B attached to this Agreement.

(b)            Any cash dividends or other distributions paid with respect to the Earn-Out Shares during the Term (as defined below) shall be paid by Pubco to the Escrow Agent and held in the Escrow Account, and shall be released to the applicable Company Earn-Out Holder concurrently with, and in proportion to, the release of the Earn-Out Shares in relation to which such dividends or distributions were paid (or, if such Earn-Out Shares are forfeited pursuant to Section 4(b), delivered to Pubco).

(c)            In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of the common stock of Pubco, other than a regular cash dividend, the shares and per share amounts in this Agreement shall be appropriately adjusted on a pro rata basis and consistent with the terms of this Agreement.

(d)            The interests of the Company Earn-Out Holders in the Earn-Out Shares (and any cash dividends or other distributions in respect thereof) shall not be assignable or transferrable while such Earn-Out Shares are held in the Escrow Account.

(e)            While the Earn-Out Shares are held in the Escrow Account, the Company Earn-Out Holders shall have no voting rights with respect to the Earn-Out Shares held for their benefit hereunder. The Earn-Out Shares shall constitute shares issued and outstanding and, subject to Sections 2(e) through 2(h) and to the extent permitted by Section 160(c) of the General Corporation Law of the State of Delaware (the “DGCL”) and any other applicable law, shall be entitled to vote, and to be counted as present for purposes of establishing a quorum, on all matters on which Pubco Common Stock is generally entitled to vote.

(f)             Subject to Section 2(e), the Escrow Agent, as holder of record of the Earn-Out Shares, hereby irrevocably constitutes and appoints each of the Chief Executive Officer, Chief Legal Counsel and Secretary of Pubco, and any other designee of the Board of Directors of Pubco, each acting individually, with full power of substitution and resubstitution, as its true and lawful proxy and attorney-in-fact to (i) attend any annual or special meeting of the stockholders of Pubco called for any purpose (and any adjournment or postponement thereof) and cause the Earn-Out Shares to be counted as present for purposes of establishing a quorum and (ii) vote at any such meeting, in each case with respect to all Earn-Out Shares held in the Escrow Account as of the applicable record date (including any such Earn-Out Shares released from the Escrow Account after such record date), in the manner specified in Section 2(g).

(g)            The proxy holders shall vote (or cause to be voted) all Earn-Out Shares subject to the proxy granted in Section 2(f) for, against or abstaining with respect to each matter (and, in the case of the election of directors, with respect to each nominee) in the same proportion as the votes cast (and abstentions made) with respect to such matter by the holders of all outstanding shares of Pubco Common Stock entitled to vote thereon, other than the Earn-Out Shares.

(h)            The purpose of Sections 2(e) through 2(h) is to ensure that the Earn-Out Shares are represented at meetings of Pubco’s stockholders for purposes of establishing a quorum and are voted in a manner that neither dilutes nor magnifies the votes cast by Pubco’s other stockholders, including the Company Earn-Out Holders. The proxy and power of attorney granted in Section 2(f) (i) is given to secure the performance of this Agreement and Section 1.18 of the Merger Agreement, including the forfeiture and cancellation of unearned Earn-Out Shares pursuant to Section 4(b), (ii) is coupled with an interest sufficient in law to support an irrevocable proxy under Section 212(e) of the DGCL, (iii) shall be irrevocable during the Term and (iv) notwithstanding Section 212(b) of the DGCL, shall remain in effect for the duration of the Term. Such proxy shall terminate automatically with respect to any Earn-Out Share upon its release from the Escrow Account pursuant to Section 4, subject to the last clause of Section 2(f). The Escrow Agent hereby revokes all prior proxies and powers of attorney with respect to the Earn-Out Shares. The Escrow Agent shall not grant any other proxy or power of attorney, enter into any voting agreement or arrangement, or vote with respect to the Earn-Out Shares, other than as provided in Sections 2(e) through 2(h). The Escrow Agent shall execute and deliver such further proxies and instruments as Pubco may reasonably request to give effect to Sections 2(e) through 2(h).

(i)             The Escrow Agent shall have no duty to monitor, supervise or inquire into, and no liability for, the exercise or non-exercise of the proxy granted in Section 2(f) or any vote cast or uncast, quorum determination made or other action taken or omitted by the proxy holders with respect to the Earn-Out Shares. The Escrow Agent shall have no duty to attend, or to receive notice of, any meeting of Pubco’s stockholders; to receive, review or forward any proxy statement, ballot or other solicitation material; or to determine, calculate or verify the votes cast by holders of Pubco Common Stock or the proportion in which the Earn-Out Shares are to be voted pursuant to Section 2(g), and may conclusively rely on, and shall be fully protected in relying on, any determination made or instruction given by the proxy holders in respect thereof.

3.     Term and Termination. The Escrow Agent shall hold the Earn-Out Shares from the date hereof until 11:59 p.m. Eastern Time on the fifth-year anniversary of the Closing Date (such period, the “Term”), unless earlier released pursuant to Section 4. This Agreement shall terminate with respect to each Earn-Out Share held in the Escrow Account upon the release of such Earn-Out Share pursuant to Section 4(a) or Section 4(b), as applicable, and shall terminate in its entirety once all Earn-Out Shares are released; provided that the rights of the Escrow Agent and the obligations of Pubco under Section 7 and Section 8 shall survive the termination hereof.

4.     Disposition.

(a)            Promptly, and in any event within two (2) Business Days, following the occurrence of the applicable earnout milestone set forth in Exhibit C (or the exercise, conversion or settlement of any Pubco Convertible Security after such milestone has occurred), Pubco shall send written instructions to the Escrow Agent substantially in the form attached hereto as Exhibit D (the “Delivery Instructions”), directing the Escrow Agent to deliver the number of Earn-Out Shares (and any and all dividends or other property with respect to such Earn-Out Shares) required to be released to the applicable Company Earn-Out Holders, such that the Earn-Out Shares are disbursed within five (5) Business Days after the satisfaction of the applicable milestone in accordance with Section 1.18(c) of the Merger Agreement. The Delivery Instructions shall be signed by an authorized signatory of Pubco set forth on Schedule 1 (an “Authorized Signatory”).

(b)            If any Company Earn-Out Holder’s Earn-Out Shares remain in the Escrow Account at 11:59 p.m. Eastern Time on the fifth-year anniversary of the Closing Date, Pubco shall send written instructions to the Escrow Agent substantially in the form attached hereto as Exhibit E (the “Termination Instructions” and together with the Delivery Instructions, “Instructions”), directing the Escrow Agent to deliver any unearned Earn-Out Shares (and any and all dividends or other property with respect to such Earn-Out Shares) to Pubco to be forfeited and cancelled; provided, that any Earn-Out Shares in respect of a milestone achieved on or prior to such time shall not constitute unearned Earn-Out Shares and shall continue to be held and released in accordance with Section 4(a). The Termination Instructions shall be signed by an Authorized Signatory of Pubco set forth on Schedule 1.

(c)            The Escrow Agent shall administer the Earn-Out Shares in accordance with Instructions provided to the Escrow Agent by Pubco and executed as set forth in this Section 4. The Escrow Agent shall make distributions of the Earn-Out Shares only in accordance with the Instructions or a final, non-appealable order of a court of competent jurisdiction (a “Judicial Order”), accompanied by a written certification from the party delivering such Judicial Order attesting to its finality, upon which the Escrow Agent shall be entitled to conclusively rely. The Escrow Agent shall not release the Earn-Out Shares unless pursuant to Instructions or a Judicial Order.

5.     Escrow Agent.

(a)            The Escrow Agent shall have only those duties as are specifically and expressly provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply with, the terms and conditions of any other agreement, instrument or document between Pubco, on the one hand, and the Company Earn-Out Holders, on the other hand, or any other person or entity, in connection herewith, if any, including without limitation the Merger Agreement, nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements, nor shall any additional obligation of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement.

(b)            In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between Pubco, on the one hand, and any Company Earn-Out Holder, on the other hand, or any other person or entity, the terms and conditions of this Agreement shall control.

(c)            The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the Authorized Signatories set forth in Schedule 1 without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any Company Earn-Out Holder or other person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Earn-Out Shares, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 10 and the Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder and as set forth in Section 11. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request.

(d)            The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s gross negligence, fraud, willful misconduct or bad faith was the cause of any loss to Pubco or the Company Earn-Out Holders. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents; provided, that the Escrow Agent shall remain responsible for any actions or inactions of such affiliates or agents to the same extent as if the Escrow Agent executed such powers or performed such duties itself.

6.     Succession.

(a)            The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days’ advance notice in writing of such resignation to Pubco specifying a date when such resignation shall take effect, provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance with this Section 6. If Pubco has failed to appoint a successor Escrow Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Earn-Out Shares and any cash dividends held in the Escrow Account and to deliver the same to a designated substitute Escrow Agent, if any, or in accordance with the directions of a final order or judgement of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 7 below.

(b)            Pubco may remove the Escrow Agent, with or without cause, upon not less than thirty (30) days’ advance written notice to the Escrow Agent, provided that such removal shall not take effect until a successor Escrow Agent has been appointed and the Earn-Out Shares and any cash dividends held in the Escrow Account have been delivered to such successor. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.

7.    Compensation and Reimbursement. The Escrow Agent shall be entitled to compensation by Pubco for its services under this Agreement as Escrow Agent and for reimbursement by Pubco for its reasonable out-of-pocket costs and expenses, in the amounts and payable as set forth in Exhibit A. The Escrow Agent shall also be entitled to payments by Pubco of any amounts to which the Escrow Agent is entitled under the indemnification provisions contained herein as set forth in Section 8. The obligations of Pubco set forth in this Section 7 shall survive the resignation, replacement or removal of the Escrow Agent or the termination of this Agreement.

8.     Indemnity.

(a)            Pubco agrees to indemnify the Escrow Agent and its officers, directors, employees, agents and shareholders (collectively referred to as the “Indemnitees”) against, and hold them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees (collectively, the “Escrow Agent Losses”), which the Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitees arising directly or indirectly from the Escrow Agent’s performance of this Agreement, unless such action, claim or proceeding is the result of the gross negligence, fraud, willful misconduct or bad faith of the Indemnitees. Notwithstanding the foregoing, the indemnification contained in this Section 8(a) shall not apply to amounts paid by the Indemnitee in settlement of any Escrow Agent Losses if such settlement is effected without the consent of Pubco. The Escrow Agent shall notify Pubco in writing promptly after receipt by an Indemnitee of notice of any demand or claim or the commencement or threat of any action, suit or proceeding against the Indemnitee which the Indemnitee believes may result in Escrow Agent Losses. No Indemnitee shall, without the prior written consent of Pubco, consent to the entry of any judgment or enter into any settlement that is not both fully resolved or settled (i) in all respects by the payment of money damages alone and no other form of relief, provided that the amount of such money damages has been consented to by Pubco in writing and (ii) with an unconditional release by the claimant or plaintiff of Pubco, the Company Earn-Out Holders and each of their affiliates from all liability in respect to such claim or litigation.

(b)            This Section 8 shall survive termination of this Agreement or the resignation, replacement or removal of the Escrow Agent for any reason.

9.     Patriot Act Disclosure. Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires the Escrow Agent to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the parties each acknowledge that Section 326 of the USA PATRIOT Act and the Escrow Agent’s identity verification procedures require the Escrow Agent to obtain information which may be used to confirm Pubco’s and the Company Earn-Out Holders’ identity including without limitation name, address and organizational documents (“identifying information”). Pubco agrees to provide the Escrow Agent with and consent to the Escrow Agent obtaining from third parties any such identifying information required as a condition of opening accounts with or using any service provided by the Escrow Agent.

10.   Notices. All communications hereunder shall be in writing and, except for Instructions or other communications setting forth, claiming, containing, objecting to, or in any way related to the full or partial transfer or distribution of the Earn-Out Shares and any cash dividends held in the Escrow Account, including but not limited to transfer instructions, all of which shall be specifically governed by Section 11 below, all notices and communications hereunder shall be deemed to have been duly given and made if in writing and if (i) served by personal delivery upon the party for whom it is intended, (ii) delivered by registered or certified mail, return receipt requested, or by Federal Express or similar overnight courier, or (iii) sent by e-mail to the party at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such party:

If to the Escrow Agent:

Odyssey Transfer and Trust Company 

860 Blue Gentian Rd., Suite 320 

Eagan, MN 55121
Attention: 1-888-290-1175 

Email: clientsus@odysseytrust.com

If to Pubco:

Forge Nano Holdings, Inc. 

12300 Grant St. #100 

Thornton, CO 80241 

Attention: Paul Lichty, CEO 

Email: plichty@forgenano.com

with a copy to (which shall not constitute notice):

Paul, Weiss, Rifkind, Wharton & Garrison LLP 

1285 Avenue of the Americas 

New York, New York 10019-6064 

Attn: Benjamin M. Goodchild 

E-mail: bgoodchild@paulweiss.com

Notwithstanding the above, in the case of communications delivered to the Escrow Agent, such communications shall be deemed to have been given on the date received by an officer of the Escrow Agent or any employee of the Escrow Agent who reports directly to any such officer at the above-referenced office. In the event that the Escrow Agent, in its sole discretion, shall determine that an emergency exists, the Escrow Agent may use such other means of communication as the Escrow Agent deems appropriate. For purposes of this Agreement, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent located at the notice address set forth above is authorized or required by law or executive order to remain closed.

11.   Security Procedures.

(a)            Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Earn-Out Shares or any cash dividends held in the Escrow Account, including but not limited to any transfer instructions that may otherwise be set forth in Instructions permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by e-mail and no instruction for or related to the transfer or distribution of the Earn-Out Shares and any cash dividends held in the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by e-mail at the e-mail address provided to Pubco by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that e-mail address.

(b)            In the event Instructions are so received by the Escrow Agent by e-mail, the Escrow Agent is authorized to seek confirmation of such Instructions by telephone call-back to the person or persons designated on Schedule 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the Authorized Signatories identified in Schedule 1, the Escrow Agent is hereby authorized both to receive the Instructions from and seek confirmation of such Instructions by the Chief Executive Officer, Chief Legal Counsel, Chief Financial Officer, President or Executive Vice President of Pubco (collectively, the “Senior Officers”) as the Escrow Agent may select. Such Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Senior Officer.

(c)            Pubco acknowledges that, upon receipt of a Delivery Instruction, the Escrow Agent is authorized to deliver the Earn-Out Shares and any cash dividends held in the Escrow Account to be released to a Company Earn-Out Holder to the custodian account of the recipient designated by such Company Earn-Out Holder in writing.

12.  Compliance with Court Orders. In the event that any escrow property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgement or decree shall be made or entered by any court order affecting the property deposited under this Agreement, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or whether with or without jurisdiction, and in the event that the Escrow Agent reasonably obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, entity, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

13.  Taxes. The parties hereto agree to comply with information reporting and withholding requirements with respect to taxes under applicable law, and Pubco and each Company Earn-Out Holder, as applicable, will provide, or cause the applicable payee to provide, to the Escrow Agent appropriate Internal Revenue Service Forms W-9 or W-8. In the event Pubco, a Company Earn-Out Holder, or other payee, as applicable, does not provide duly completed Internal Revenue Service Forms W-9 or W-8, as appropriate, or any successor forms thereto, the Escrow Agent shall withhold any taxes required to be withheld by applicable law with respect to the applicable payee and shall remit such withheld amounts to the appropriate taxing authorities. Consistent with Section 1.18(g) of the Merger Agreement, any payments made pursuant to Section 2 shall be treated by the parties as an adjustment to the purchase price pursuant to the “plan of reorganization” without recognition of gain or loss for all tax purposes, and shall be reported consistently by the parties on all Tax Returns, except as otherwise required by applicable Law.

14.  Miscellaneous.

(a)            This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the parties to this Agreement may be transmitted by e-mail, and such e-mail will, for all purposes, be deemed to be the original signature of such party whose signature it reproduces and will be binding upon such party.

(b)            If any provision of this Agreement or the application thereof to any person or circumstance shall be determined to be invalid or unenforceable, the remaining provisions of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.

(c)            Except as expressly provided in Section 6 above, nothing in this Agreement, whether express or implied, shall be construed to give to any person or entity other than the Escrow Agent, Pubco and the Company Earn-Out Holders any legal or equitable right, remedy, interest or claim under or in respect of this Agreement or the Earn-Out Shares and any cash dividends held in the Escrow Account escrowed hereunder.

(d)            The provisions of this Agreement may be waived, altered, amended or supplemented, in whole or in part, by a writing signed by the Escrow Agent and Pubco. The Company Earn-Out Holders are express third-party beneficiaries of this Agreement and shall be entitled to enforce its terms.

(e)            Neither this Agreement nor any right or interest hereunder may be assigned in whole or in part by the Escrow Agent or Pubco except as provided in Section 6, without the prior consent of the Escrow Agent and Pubco.

(f)            This Agreement shall be governed by and construed under the laws of the State of New York, without regard to the conflicts of laws principles thereof. Each of Pubco and the Escrow Agent irrevocably waives any objection on the grounds of venue, forum non conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of any court of the State of New York or United States federal court, in each case, sitting in New York County, New York. To the extent that in any jurisdiction any party may now or hereafter be entitled to claim for itself or its assets, immunity from suit, execution attachment (before or after judgement), or other legal process, such party shall not claim, and it hereby irrevocably waives, such immunity. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

[Signature Page to Earnout Escrow Agreement]

[Signature Page to Earnout Escrow Agreement]

Schedule 1

Telephone Number(s) and authorized signature(s) for Person(s) Designated to give Instructions

Exhibit A

Escrow Agent Fees and Charges

[See attached.]

Exhibit B

Company Earn-Out Holders

Exhibit C

Earnout Milestones

Capitalized terms used but not otherwise defined in this Exhibit C or in the Earnout Escrow Agreement shall have the meanings ascribed to them in the Merger Agreement.

(a)            The Company Earn-Out Shares shall be allocated among and transferred to the Persons who received Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Company Convertible Securities, if any, pursuant to the Merger Agreement, pro rata based on the number of shares of Company Common Stock held by such Persons (determined on an as-converted basis) as of the First Effective Time; provided, that any Company Earn-Out Shares attributable to such holders of Pubco Convertible Securities shall be released only upon the exercise, conversion or settlement thereof in accordance with their terms.

(b)            Following the First Effective Time, the Persons who received Closing Payment Shares and each holder of a Pubco Convertible Security issued in exchange for Company Convertible Securities, if any, pursuant to the Merger Agreement, shall be entitled to receive from the Escrow Account, and the Escrow Agent shall disburse therefrom, a proportional amount of Company Earn-Out Shares as follows:

(i)            an aggregate of 30,000,000 shares of Pubco Common Stock in the event that, between the Closing Date and the date that is sixty (60) months after the Closing Date, (A) the VWAP of the Pubco Common Stock over any thirty (30) Trading Day period is greater than or equal to $15.00, or (B) the revenue, determined in accordance with GAAP applied on a consistent basis, publicly reported by Pubco in its annual or quarterly reports filed with the SEC for the preceding twelve months equals or exceeds $400,000,000;

(ii)            an aggregate of 30,000,000 shares of Pubco Common Stock in the event that, between the Closing Date and the date that is sixty (60) months after the Closing Date, (A) the VWAP of the Pubco Common Stock over any thirty (30) Trading Day period is greater than or equal to $20.00, or (B) the revenue, determined in accordance with GAAP applied on a consistent basis, publicly reported by Pubco in its annual or quarterly reports filed with the SEC for the preceding twelve months equals or exceeds $600,000,000; and

(iii)            an aggregate of 30,000,000 shares of Pubco Common Stock in the event that, between the Closing Date and the date that is sixty (60) months after the Closing Date, (A) the VWAP of the Pubco Common Stock over any thirty (30) Trading Day period is greater than or equal to $25.00, or (B) the revenue, determined in accordance with GAAP applied on a consistent basis, publicly reported by Pubco in its annual or quarterly reports filed with the SEC for the preceding twelve months equals or exceeds $800,000,000.

(c)            The Company Earn-Out Shares shall be disbursed from the Escrow Account within five (5) Business Days after the satisfaction of the requirements as set forth in paragraph (b) above. The achievement thresholds set forth in paragraph (b) are intended to be cumulative.

(d)            No certificates or scrip or shares representing fractional shares of Pubco Common Stock shall be issued in respect of Company Earn-Out Shares to any Persons who received Closing Payment Shares and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Pubco or a holder of shares of Pubco Common Stock. In lieu of any fractional share of Pubco Common Stock to which any Persons would otherwise be entitled in respect of the Company Earn-Out Shares (after aggregating all fractional shares of Pubco Common Stock that otherwise would be received by such Person), the Escrow Agent shall round up or down to the nearest whole share of Pubco Common Stock, as applicable, with a fraction of 0.5 rounded up. No cash settlements shall be made with respect to fractional shares eliminated by rounding.

(e)            Notwithstanding anything to the contrary in the Merger Agreement, in the event that, between the Closing Date and the date that is sixty (60) months after the Closing Date, Pubco consummates a merger, consolidation, business combination, tender offer, reorganization, recapitalization, or other transaction or series of related transactions pursuant to which the holders of Pubco Common Stock have the right to receive cash or securities (collectively, the “Transaction Consideration”) in exchange for their shares, and the Transaction Consideration Value of such Transaction Consideration per share of Pubco Common Stock (the “Per Share Transaction Value”) equals or exceeds the applicable thresholds set forth in subclauses (b)(i)(A), (b)(ii)(A) and (b)(iii)(A) above, then immediately prior to the consummation of such transaction, the Persons who received Closing Payment Shares and each holder of a Pubco Convertible Security issued in exchange for Company Convertible Securities, if any, pursuant to the Merger Agreement, shall be entitled to receive from the Escrow Account, and the Escrow Agent shall disburse therefrom, the lesser of (i) the number of Company Earn-Out Shares that would have been released under paragraph (b) above if the Per Share Transaction Value had been the VWAP of the Pubco Common Stock over any thirty (30) Trading Day period and (ii) the remaining Company Earn-Out Shares that have not yet been released as of such date. For the avoidance of doubt, if the Per Share Transaction Value is less than each of the applicable thresholds set forth in subclauses (b)(i)(A), (b)(ii)(A) and (b)(iii)(A) above, no Company Earn-Out Shares shall be released.

Exhibit D

Delivery Instructions

[DATE]

Odyssey Transfer and Trust Company 

860 Blue Gentian Rd., Suite 320 

Eagan, MN 55121 

Attn:

Re:          Escrow Account

Reference is made to that certain Earnout Escrow Agreement (the “Escrow Agreement”), dated as of October 21, 2026, by and between Forge Nano Holdings, Inc., a Delaware corporation (“Pubco”), and Odyssey Transfer and Trust Company, a Minnesota corporation (“Escrow Agent”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Escrow Agreement.

This written instruction is being delivered to the Escrow Agent in accordance with, and pursuant to, the Escrow Agreement. Pubco hereby instructs and directs the Escrow Agent, pursuant to Section 4(a) of the Escrow Agreement, to release from the Escrow Account no later than three (3) Business Days after receipt of this written instruction, to the applicable Company Earn-Out Holders, an aggregate of [__] Earn-Out Shares being held in escrow for the benefit of the Company Earn-Out Holders, together with any and all dividends or other property with respect to such Earn-Out Shares pursuant to the Escrow Agreement, and deliver such Earn-Out Shares and dividends or other property to the applicable Company Earn-Out Holders.

In connection with the foregoing release of Earn-Out Shares, the Escrow Agent is hereby authorized and directed to remove any restrictive legend referencing the Escrow Agreement from such securities.

[Signature pages follow]

PUBCO:

FORGE NANO HOLDINGS, INC.

Exhibit E

Termination Instructions

[DATE]

Odyssey Transfer and Trust Company 

860 Blue Gentian Rd., Suite 320 

Eagan, MN 55121 

Attn:

Re:          Escrow Account

Reference is made to that certain Earnout Escrow Agreement (the “Escrow Agreement”), dated as of October 21, 2026, by and between Forge Nano Holdings, Inc., a Delaware corporation (“Pubco”), and Odyssey Transfer and Trust Company, a Minnesota corporation (“Escrow Agent”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Escrow Agreement.

This written instruction is being delivered to the Escrow Agent in accordance with, and pursuant to, the Escrow Agreement. Pursuant to Section 4(b) of the Escrow Agreement, Pubco hereby advises the Escrow Agent that the Term has ended. Pubco hereby instructs and directs the Escrow Agent, pursuant to Section 4(b) of the Escrow Agreement, to release from the Escrow Account, no later than three (3) Business Days after receipt of this written instruction, [__] Earn-Out Shares being held in escrow for the benefit of the Company Earn-Out Holders, which represents all Earn-Out Shares remaining in escrow for the benefit of the Company Earn-Out Holders as of the date hereof, together with any and all dividends or other property with respect to such Earn-Out Shares pursuant to the Escrow Agreement, and deliver such Earn-Out Shares and dividends or other property to Pubco for cancellation.

[Signature page follows]

PUBCO:

FORGE NANO HOLDINGS, INC.