Well, as a minority shareholder, why should I accept being...

Well, as a minority shareholder, why should I accept being diluted UNLESS they met their targets. Or put it another, why should the vendors/management be entitled to any of the "earned-out" shares if they did not "earn-it", i.e. did not meet their targets.

Separately, is the 21.8m earned-out shares issued now means that the remainder of 79.9m earned-out shares will be canceled? If yes, then it lessens the dilution pain for minority shareholders; but if no, then this is robbery of already-below-forecasted future earnings from minority shareholders.