Common use of Earn-Out Clause in Contracts

Earn-Out. (a) As additional consideration for the Company Interests, at such times as provided in this Section 2.12, Parent shall pay to Sellers an additional payment of up to Nine Hundred Sixty-Two Thousand One Hundred Ninety-Five (962,195) Parent Shares (the “Earn-out Payment”) contingent upon the Company together with Pioneer achieving certain aggregate EBITDA during the 2021 calendar year (the “Earn-out Period”) as follows: EBITDA during Earn-Out Period Earn-out Payment 70% of the Projected EBITDA Amount 502,240 Parent Shares > 70% of the Projected EBITDA Amount and Between 502,240 Parent Shares and 962,195 < 93.53% of the Projected EBITDA Amount Parent Shares, on a proportionate basis. >93.53% of the Projected EBITDA Amount 962,195 Parent Shares For the avoidance of doubt, no Earn-out Payment shall be payable hereunder in the event that combined EBITDA of the Company and Pioneer for the Earn-out Period is less than seventy percent (70%) of the Projected EBITDA Amount during the Earn-out Period. The Parties acknowledge and agree that the value of any Earn-out Payment shall be reduced, dollar for dollar, by forty percent (40%) of the amount of any Trulieve Capital Improvements Expenses with, for the purposes of this sentence only, each Parent Share being equal to the value of a Consideration Share. (b) If the combined EBITDA for the Company and Pioneer during the Earn-out Period is equal to or greater than one hundred ten percent (110%) of the Projected EBITDA Amount for the Earn-out Period, then Parent shall issue to Sellers a bonus payment of 200,137 Parent Shares (the “Bonus Earn-out Payment”). (c) The Company has previously applied for a Pennsylvania Redevelopment Assistance Capital Program grant (a “PA RACP Grant”) for up to Three Million Dollars ($3,000,000) in funds for the reimbursement of Company expenses incurred in connection with the Capital Improvements (the “Grant Funds”). If the PA RACP Grant is awarded to the Company, Parent shall pay, ten (10) Business Days after receipt of Grant Funds, to each Seller, a cash payment equal to such Seller’s Pro Rata Share of forty (40%) percent of the amount of the Grant Funds actually received by the Company under such PA RACP Grant award (collectively with the Earn-out Payment and the Bonus Earn-out Payment, the “Post-Closing Payments”).

Earn-Out. (a) As additional consideration for the Company Interests, at such times as provided in this Section 2.12, Parent shall pay to Sellers an additional payment of up to Nine One Million Four Hundred SixtyForty-Three Thousand Two Thousand One Hundred Ninety-Five Three (962,1951,443,293) Parent Shares (the “Earn-out Payment”) contingent upon the Company together with Pioneer PurePenn achieving certain aggregate EBITDA during the 2021 calendar year (the “Earn-out Period”) as follows: EBITDA during Earn-Out Period Earn-out Payment 70% of the Projected EBITDA Amount 502,240 753,360 Parent Shares > 70% of the Projected EBITDA Amount and < Between 502,240 753,360 Parent Shares and 962,195 < 93.53% of the Projected EBITDA Amount 1,443,293 Parent Shares, on a proportionate basis. >93.53% of the Projected EBITDA Amount 962,195 1,443,293 Parent Shares For the avoidance of doubt, no Earn-out Payment shall be payable hereunder in the event that combined EBITDA of for the Company and Pioneer PurePenn for the Earn-out Period is less than seventy percent (70%) of the Projected EBITDA Amount during the Earn-out Period. The Parties acknowledge and agree that the value of any Earn-out Payment shall be reduced, dollar for dollar, by forty sixty percent (4060%) of the amount of any Trulieve Capital Improvements Expenses with, for the purposes of this sentence only, each Parent Share being equal to the value of a Consideration Share. (b) If the combined EBITDA for the Company and Pioneer PurePenn during the Earn-out Period is equal to or greater than one hundred ten percent (110%) of the Projected EBITDA Amount for the Earn-out Period, then Parent shall issue to Sellers a bonus payment of 200,137 300,205 Parent Shares (the “Bonus Earn-out Payment”). (c) The Company PurePenn has previously applied for a Pennsylvania Redevelopment Assistance Capital Program grant (a “PA RACP Grant”) for up to Three Million Dollars ($3,000,000) as described in funds the PurePenn Agreement for the reimbursement of Company PurePenn expenses incurred in connection with the Capital Improvements capital improvements (the “Grant Funds”). If the PA RACP Grant is awarded to the CompanyPurePenn, Parent shall pay, ten (10) Business Days after receipt of Grant Funds, to each Seller, a cash payment equal to such Seller’s Pro Rata Share of forty sixty percent (4060%) percent of the amount of the Grant Funds actually received by the Company PurePenn under such PA RACP Grant award (collectively with the Earn-out Payment and the Bonus Earn-out Payment, the “Post-Closing Payments”).

Earn-Out. (a) As additional consideration for the Company InterestsPurchase, at such times as provided in this Section 2.12, Parent shall Buyer agrees to pay to Sellers an additional a one-time payment of up to Nine Hundred Sixty-Two Thousand One Hundred Ninetyan additional Twenty-Five Million Dollars (962,195$25,000,000.00) Parent Shares (the “Earn-out Out Payment”), as follows: (i) contingent upon The Earn-out Payment shall be Seven Million Five Hundred Thousand Dollars ($7,500,000.00) if Platinum Vape earns Revenue of at least Eighty Million Dollars ($80,000,000.00) but less than Ninety Million Dollars ($90,000,000.00) within the Company together with Pioneer achieving certain aggregate EBITDA during twelve (12) months immediately following the 2021 calendar year Closing Date (the “Earn-out Period”); (ii) as follows: EBITDA during Earn-Out Period Earn-out Payment 70% of the Projected EBITDA Amount 502,240 Parent Shares > 70% of the Projected EBITDA Amount and Between 502,240 Parent Shares and 962,195 < 93.53% of the Projected EBITDA Amount Parent Shares, on a proportionate basis. >93.53% of the Projected EBITDA Amount 962,195 Parent Shares For the avoidance of doubt, no The Earn-out Payment shall be payable hereunder in Fifteen Million Dollars ($15,000,000.00) if Platinum Vape earns Revenue of at least Ninety Million Dollars ($90,000,000.00) but less than One Hundred Million Dollars ($100,000,000.00) within the event that combined EBITDA Earn-out Period; and (iii) The Earn-out Payment shall be Twenty Five Million Dollars ($25,000,000.00) if Platinum Vape earns Revenue of more than One Hundred Million Dollars ($100,000,000.00) within the Earn-out Period. (iv) As a condition to earning the Earn-Out Payment, both of the Company and Pioneer following must be true: (x) the Company’s EBIT for the Earn-out Period is less than seventy was at least fifteen percent (7015%) of the Projected EBITDA Amount Revenue during the Earn-out Period. The Parties acknowledge , and agree that (y) Sellers have continued to be employed by RWB or any Company for the value of any entire the Earn-out Payment shall be reducedPeriod; unless, dollar Sellers resigned for dollar, by forty percent (40%) of the amount of any Trulieve Capital Improvements Expenses with, for the purposes of this sentence only, each Parent Share being equal “Good Reason” or were terminated without “Cause,” pursuant to the value of a Consideration Sharetheir respective Employment Agreements. (bv) If Procedures for Determination of Earn-out Payments. (A) On or prior to the combined EBITDA for date that is ten (10) business days after the Company and Pioneer during end of the Earn-out Period is equal (the “Earn-out Calculation Delivery Date”), Buyer shall prepare and deliver to or greater than one hundred ten percent Sellers a written statement (110%the “Earn-out Calculation Statement”) setting forth in reasonable detail its determination of the Projected EBITDA Amount Revenue for the Earn-out Period, then Parent shall issue to Sellers a bonus payment EBIT for the Earn-out Period, and its calculation of 200,137 Parent Shares (the “Bonus resulting Earn-out Payment, if any (the “Earn-out Calculation”). (cB) The Company has previously applied for a Pennsylvania Redevelopment Assistance Capital Program grant (a “PA RACP Grant”) for up to Three Million Dollars ($3,000,000) in funds for the reimbursement of Company expenses incurred in connection with the Capital Improvements (the “Grant Funds”). If the PA RACP Grant is awarded to the Company, Parent Seller shall pay, have ten (10) Business Days business days after receipt of Grant Fundsthe Earn- out Calculation Statement (the “Earn-out Review Period”) to review the Earn-out Calculation Statement and the Earn-out Calculation set forth therein. During the Earn-out Review Period, Sellers and their representatives shall have the right to inspect the Company’s books and records during normal business hours at the Company’s offices. Prior to the expiration of the Earn-out Review Period, Sellers may object to the Earn-out Calculation set forth in the Earn-out Calculation Statement by delivering a written notice of objection (an “Earn-out Calculation Objection Notice”) to Buyer. Any Earn-out Calculation Objection Notice shall specify the items in the applicable Earn-out Calculation disputed by Sellers and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Sellers fail to deliver an Earn-out Calculation Objection Notice to Buyer prior to the expiration of the Earn-out Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement shall be final and binding on the Parties. If Sellers timely deliver an Earn-out Calculation Objection Notice, Buyer and Sellers shall work with the Company’s external auditors and negotiate in good faith to resolve the disputed items and agree upon the resulting amounts of the EBIT, Revenue and Earn-out Payment. If Buyer and Sellers are unable to reach agreement within ten (10) business days after such an Earn-out Calculation Objection Notice has been given, all unresolved disputed items shall be promptly referred to an impartial nationally recognized firm of independent certified public accountants, other than Sellers’ accountants or Buyer’s accountants, appointed by mutual agreement of Buyer and Sellers (the “Independent Accountant”). The Independent Accountant shall be directed to render a written report on the unresolved disputed items with respect to the applicable Earn-out Calculation as promptly as practicable, but in no event later than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the Earn-out Calculation Objection Notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer and Sellers shall each Sellerfurnish to the Independent Accountant such work papers, a cash payment equal schedules and other documents and information relating to such Seller’s Pro Rata Share the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer and Sellers, and not by independent review. The resolution of forty the dispute and the calculation of EBIT and/or Revenue that is the subject of the applicable Earn-out Calculation Objection Notice by the Independent Accountant shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by 50% by the Buyer and 50% by the Sellers. (40%vi) percent of The Earn-Out Payment shall be due and payable to Sellers within fifteen (15) days after the date on which Sellers and Buyer have agreed upon the amount of the Grant Funds actually received Earn-Out Payment in accordance with Section 2(c)(v). The Earn-Out Payment shall be payable in cash, cash equivalent, RWB Shares (or other class of RWB common shares that is being traded on public markets at the time of determination), or any combination of the foregoing, such class of stock issued being agreed to by Sellers and RWB in writing. For any portion of the Earn-Out Payment paid in RWB Shares, the number of RWB Shares due will be calculated by dividing the applicable amount of the Earn-Out Payment by the Company under such PA RACP Grant award five (collectively with 5)- day VWAP of RWB’s Shares for the final five (5) trading days in the Earn-out Period. Payment of any Earn-Out Payment in RWB Shares or other securities to a Seller must be agreed to in writing by the Seller and RWB. Buyer Parties shall have the Bonus right to withhold and set off against any amount otherwise due to be paid pursuant to this Section 2(c) the amount of any amount subject to offset under Section 6(e). The Parties hereto understand and agree that (i) the contingent rights to receive any Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Applicable Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in any Buyer Party, (ii) no Seller shall have any rights as a securityholder of any Buyer Party solely as a result of Seller’s contingent right to receive any Earn-out Payment hereunder (unless and until such Earn-out Payment is paid in RWB Shares as set forth herein), and (iii) no interest is payable with respect to any Earn-out Payment, the “Post-Closing Payments”).

Earn-Out. (a) As The Stockholders are eligible to receive additional consideration for the Company Interests, at such times as provided in this Section 2.12, Parent shall pay to Sellers an additional payment of up to Nine Hundred Sixty-Two Thousand One Hundred Ninety-Five (962,195) Parent Shares (the “Earn-out PaymentOut Payments”) contingent upon as set forth in this Section 1.4(c). Parent shall pay all or any portion of each Earn-Out Payment in immediately available funds or unregistered shares of Parent Stock or any combination thereof, as elected by Parent in its sole and absolute discretion, as determined in accordance with this Section 1.4(c). The Earn-Out Payments shall be allocated to each Stockholder in accordance with the Company together with Pioneer achieving certain aggregate EBITDA Aggregate Consideration Spreadsheet. (i) If, during the 2021 calendar year First Earn-Out Period, the total Sales Revenue equals or exceeds $53,000,000 (the “Earn-out Period2014 Sales Revenue Target”) as follows: and the EBITDA during of the Company Group equals or exceeds $6,360,000 for the First Earn-Out Period (the “First Earn-out Payment 70% Out Period EBITDA Target”), Parent shall issue unregistered shares of Parent Stock and/or pay to the Projected EBITDA Amount 502,240 Parent Shares > 70% of Stockholders cash consideration equal to $5,000,000; (ii) If during the Projected EBITDA Amount and Between 502,240 Parent Shares and 962,195 < 93.53% of the Projected EBITDA Amount Parent Shares, on a proportionate basis. >93.53% of the Projected EBITDA Amount 962,195 Parent Shares For the avoidance of doubt, no Second Earn-out Payment shall be payable hereunder in Out Period, the event that combined total Sales Revenue equals or exceeds $63,500,000 (the “2015 Sales Revenue Target”) and the EBITDA of the Company and Pioneer Group equals or exceeds $7,620,000 for the Second Earn-out Out Period, (the “Second Earn-Out Period is EBITDA Target”) the Parent shall issue unregistered shares of Parent Stock and/or pay to the Stockholders cash consideration equal to $5,000,000. (iii) If the Sales Revenue for the First Earn-Out Period equals (A) at least ninety percent (90%) but less than seventy one hundred percent (70100%) of the Projected EBITDA Amount during 2014 Sales Revenue Target and the First Earn-out Period. The Parties acknowledge and agree that Out Period EBITDA Target has been achieved, Parent shall issue unregistered shares of Parent Stock and/or pay to the value of any Earn-out Payment shall be reduced, dollar for dollar, by forty percent (40%) of the amount of any Trulieve Capital Improvements Expenses with, for the purposes of this sentence only, each Parent Share being Stockholders consideration equal to the value of a Consideration Share. $4,500,000; or (bB) If the combined EBITDA for the Company and Pioneer during the Earn-out Period is equal to or greater than one hundred and ten percent (110%) or more of the Projected EBITDA Amount for 2014 Sales Revenue Target and the First Earn-out PeriodOut Period EBITDA Target has been achieved, then Parent shall issue unregistered shares of Parent Stock and/or pay to Sellers a bonus the Stockholders consideration equal to $5,500,000 (inclusive of the payment set forth in Section 1.4(c)(i) above; in other words, the Stockholders shall receive an additional $500,000 of 200,137 Parent Shares (consideration). If the “Bonus Sales Revenue for the Second Earn-out Payment”Out Period equals (A) at least ninety percent (90%) but less than one hundred percent (100%) of the 2015 Sales Revenue Target and the Second Earn-Out Period EBITDA Target has been achieved, Parent shall issue unregistered shares of Parent Stock and/or pay to the Stockholders consideration equal to $4,500,000; or (B) one hundred and ten percent (110%) or more of the 2015 Sales Revenue Target and the Second Earn-Out Period EBITDA Target has been achieved, Parent shall issue unregistered shares of Parent Stock and/or pay to the Stockholders consideration equal to $5,500,000 (inclusive of the payment set forth in Section 1.4(c)(ii) above; in other words, the Stockholders shall receive an additional $500,000 of consideration). (civ) If Parent elects to pay all or any portion of any Earn-Out Payment in unregistered shares of Parent Stock, the aggregate number of shares to be issued for such Earn-Out Payment shall be calculated by dividing the amount of the relevant Earn-Out Payment (or any portion thereof) by the Average Closing Price as of the applicable Earn-Out Statement Finalization Date. The aggregate number of shares of unregistered Parent Stock issuable to the Stockholders pursuant to Section 1.4(c) is hereinafter referred to as the “Earn-Out Shares.” (v) Parent covenants and agrees to use its commercially reasonable efforts to operate, and to cause the Company Group to operate, the Business of the Company Group during each of the Earn-Out Periods in the ordinary course of business consistent with past practices, with such modifications as Parent deems necessary to address then-existing market and business conditions. Parent shall not take any action during the Earn-Out Period that is intended to prohibit or otherwise limit the ability of the Stockholders to earn the Earn-Out Payments. Without limiting the generality of the foregoing, the accounting principles, practices, policies and methodologies used in the preparation of the Company Group’s 2013 audited financial statements shall be applied in determining Sales Revenue and EBITDA during the respective Earn-Out Periods, and Parent shall not charge or allocate to the Company Group management or service fees, or overhead expenses payable to Parent or its other Affiliates, unless otherwise discussed and agreed to by the parties, or otherwise impose expenses unusual as to character and amount that are inconsistent with past practices. Parent shall apply accounting principles, practices, policies and methodologies for matters such as reserves for slow-moving or obsolete inventory or for doubtful accounts consistently with the Company Group’s audited 2013 financial statements. Normalizing adjustments to Sales Revenue or EBITDA, as the case may be, shall be the Stockholders’ remedy for violations of this Section 1.4(c)(v). (vi) The determination of the amount of Sales Revenue, the EBITDA of the Company has previously applied for a Pennsylvania Redevelopment Assistance Capital Program grant Group and the Earn-Out Payments (a “PA RACP Grant”including the number of Earn-Out Shares issuable, if applicable) for up to Three Million Dollars ($3,000,000made under this Section 1.4(c) shall be made in funds for the reimbursement of Company expenses incurred in connection with the Capital Improvements good faith by Parent, and written notice thereof (the “Grant FundsEarn-Out Payment Notice”)) detailing the calculation of Sales Revenue, the EBITDA of the Company Group and the Earn-Out Payments shall be given to the Stockholders not later than ninety (90) calendar days after the end of the applicable Earn-Out Period. If the PA RACP Grant is awarded Stockholders dispute the calculation of the Sales Revenue, the EBITDA of the Company Group or the amount of the Earn-Out Payments contained in an Earn-Out Payment Notice, the Stockholders” Representative, on behalf of the Stockholders, may within thirty (30) calendar days after the receipt of such Earn-Out Payment Notice (the “Earn-Out Payment Review Period”) deliver written notice to Parent of any objections thereto, which written notice shall specify in reasonable detail the rationale for such disagreement and the amount in dispute. The Stockholders’ Representative, on behalf of the Stockholders, and Parent will attempt in good faith to reach an agreement as to any matters identified in such written notice as being in dispute. If Parent and the Stockholders fail to resolve all such matters in dispute within twenty (20) calendar days after the delivery by the Stockholders’ Representative of such written notice to Parent, then any matters identified in such written notice that remain in dispute shall be finally and conclusively determined by the Working Capital Arbitrator retained at the expense of the Parent and the Stockholders as provided herein; provided, further that Parent shall pay to the CompanyStockholders the Earn-Out Payment equal to the portion of the Earn-Out Payment Notice that is not in dispute. Only the matters that remain in dispute shall be submitted to the Working Capital Arbitrator. Promptly, but not later than thirty (30) calendar days after its acceptance of its appointment, the Working Capital Arbitrator will determine only those matters in dispute and will render a written report as to the disputed matters and any disputed calculations included in the applicable Earn-Out Payment Notice, which written report of the Working Capital Arbitrator will be conclusive and binding upon the parties hereto. The costs and expenses of the Working Capital Arbitrator shall be borne by Parent, on the one hand, and the Stockholders, on the other hand, in equal portions. The Working Capital Arbitrator shall have the power and discretion to asses a greater portion of its costs and expenses against Parent, on the one hand, or the Stockholders, on the other hand, to the extent that such party has made claims or interposed defenses without credible basis or otherwise to avoid an unjust result. Such disproportionate allocation, if applicable, will also be determined by the Working Capital Arbitrator and be included in the Working Capital Arbitrator’s written report. If the Stockholders’ Representative fails to notify Parent of any disputes within the Earn-Out Payment Period, the Earn-Out Payment Notice will be conclusive and binding on Parent and the Stockholders. If the Stockholders’ Representative notifies Parent of their agreement with all of the items in the Earn-Out Payment Notice, such items will be conclusive and binding on Parent and the Stockholders immediately upon such notice. The date on which the Earn-Out Payment Notice becomes conclusive and binding on the parties hereto (including as a result of any determination by the Working Capital Arbitrator) is referred to as the “Earn-Out Statement Finalization Date.” (vii) Parent shall pay, pay the Earn-Out Payments to the Stockholders within ten (10) Business Days calendar days after receipt of Grant Funds, to each Seller, a cash payment equal to such Seller’s Pro Rata Share of forty (40%) percent of the amount of the Grant Funds actually received by the Company under such PA RACP Grant award (collectively with the Earn-out Out Statement Finalization Date; provided, that, to the extent a dispute relating to the Earn-Out Payment Notice is submitted to the Working Capital Arbitrator, then any portion of the Earn-Out Payment that is not in dispute shall be paid by Parent within ten (10) calendar days after submission of the dispute to the Working Capital Arbitrator. (viii) The parties agree that the payment of the Earn-Out Payments pursuant to this Section 1.4(c) shall be treated for all Tax purposes as an adjustment to the purchase price other than amounts required to be treated as interest for such purposes and unless otherwise required by applicable law or a determination within the meaning of Section 1313 of the Code. (ix) At reasonable times and during normal business hours, Parent shall permit the Stockholders and its legal, accounting and financial advisors and other representatives to examine the financial books and records of the Company, to make such inspections and copies of such books and records as they may reasonably require, and to discuss such matters with the appropriate personnel of Parent and the Bonus Company, each to the extent incident to the right of the Stockholders to object to Parent’s calculation of the amounts set forth in the Earn-out Payment, the Out Payment Notice. All information acquired during such examination shall be deemed “Post-Closing Payments”)Confidential Information” for purposes of this Agreement.

Earn-Out. (a) As additional consideration for The Standard Per Share Earn-out Consideration, the Company InterestsEmployee Per Share Earn-out Consideration, at such times the Option Earn-out Shares and the RSU Earn-out Shares will each be composed as provided follows: (i) 25% of the Acquiror Delaware Common Shares constituting the Applicable Earn-out Consideration shall be subject to the vesting and forfeiture conditions specified in this Section 2.12, Parent shall pay to Sellers an additional payment of up to Nine Hundred Sixty-Two Thousand One Hundred Ninety-Five (962,1954.6(c)(i) Parent Shares (the “First Target Earn-out PaymentShares”), (ii) an additional 25% of the Acquiror Delaware Common Shares constituting the Applicable Earn-out Consideration shall be subject to the vesting and forfeiture conditions specified in Section 4.6(c)(ii) (the “Second Target Earn-out Shares”), (iii) an additional 25% of the Acquiror Delaware Common Shares constituting the Applicable Earn-out Consideration shall be subject to the vesting and forfeiture conditions specified in Section 4.6(c)(iii) (the “Third Target Earn-out Shares”) contingent upon and (iv) the remaining 25% of the Acquiror Delaware Common Shares constituting the Applicable Earn-out Consideration shall be subject to the vesting and forfeiture conditions specified in Section 4.6(c)(iv) (the “Fourth Target Earn-out Shares”). (b) If, after giving effect to Section 4.3(e), (i) the result of the product of (A) 25% multiplied by (B) the aggregate number of Earn-out Shares that would be paid to a Company together with Pioneer achieving certain Stockholder pursuant to Section 4.1(b)(ii) or Section 4.1(c)(ii) (including by reference thereto in Section 4.5(b)) in the absence of this Section 4.6(b) is not a whole number, (ii) the result of the product of (A) 25% multiplied by (B) the aggregate EBITDA number of Earn-out Shares that would be subject to Acquiror Options held by any holder thereof pursuant to Section 4.5(a)(i)(B) in the absence of this Section 4.6(b) is not a whole number or (iii) the result of the product of (A) 25% multiplied by (B) the aggregate number of Earn-out Shares that would be subject to Acquiror Restricted Stock Unit Awards held by any holder thereof pursuant to Section 4.5(c)(ii) in the absence of this Section 4.6(b) is not a whole number, then (1) the number of Earn-out Shares resulting from the product of (x) four (4) multiplied by (y) the fractional amount (rounded to the nearest thousandth when expressed in decimal form) of the fractional Earn-out Share resulting from the foregoing clause (i), (ii) or (iii), as applicable, shall be rounded down to the nearest whole number, and each such whole Earn-out Share shall be a First Target Earn-out Share, and (2) Acquiror shall pay the Fractional Earn-out Share Cash-Out Amount to each such Company Stockholder or holder of Acquiror Options or Acquiror Restricted Stock Unit Awards to which any fractional Earn-out Share resulting from the product described in the foregoing clause (1) otherwise would have been paid. (c) The Standard Earn-out Consideration, the Employee Per Share Earn-out Consideration, the Option Earn-out Shares and the RSU Earn-out Shares shall be subject to the following vesting conditions: (i) If, at any time during the 2021 calendar year period commencing on the Closing Date and ending on the date that is five years after the Closing Date (the “Earn-out Period”) as follows: EBITDA ), the Acquiror Trading Price at any point during Earn-Out Period the trading hours of a Trading Day is greater than or equal to $12.50 for any 20 Trading Days within any period of 30 consecutive Trading Days, the First Target Earn-out Payment 70% Shares shall immediately vest and no longer be subject to the forfeiture conditions provided in this Section 4.6. (ii) If, at any time during the Earn-out Period, the Acquiror Trading Price at any point during the trading hours of a Trading Day is greater than or equal to $15.00 for any 20 Trading Days within any period of 30 consecutive Trading Days, the Projected EBITDA Amount 502,240 Parent Second Target Earn-out Shares > 70% shall immediately vest and no longer be subject to the forfeiture conditions provided in this Section 4.6. (iii) If, at any time during the Earn-out Period, the Acquiror Trading Price at any point during the trading hours of a Trading Day is greater than or equal to $17.50 for any 20 Trading Days within any period of 30 consecutive Trading Days, the Projected EBITDA Amount Third Target Earn-out Shares shall immediately vest and Between 502,240 Parent no longer be subject to the forfeiture conditions provided in this Section 4.6. (iv) If, at any time during the Earn-out Period, the Acquiror Trading Price at any point during the trading hours of a Trading Day is greater than or equal to $20.00 for any 20 Trading Days within any period of 30 consecutive Trading Days, the Fourth Target Earn-out Shares shall immediately vest and 962,195 < 93.53% of no longer be subject to the Projected EBITDA Amount Parent Shares, on a proportionate basis. >93.53% of the Projected EBITDA Amount 962,195 Parent Shares forfeiture conditions provided in this Section 4.6. (d) For the avoidance of doubt, no Earn-out Payment shall be payable hereunder in if the event that combined EBITDA vesting conditions applicable to more than one of the Company and Pioneer for Section 4.6(c)(i), Section 4.6(c)(ii), Section 4.6(c)(iii) or Section 4.6(c)(iv) have been satisfied at any time, then all of the Earn-out Period is less than seventy percent Shares subject to such satisfied vesting conditions shall immediately vest and no longer be subject to the forfeiture conditions provided in this Section 4.6. (70%e) If, upon the expiration of the Projected EBITDA Amount Earn-out Period, the vesting of any of the Earn-out Shares has not occurred, then the applicable Earn-out Shares that failed to vest pursuant to Section 4.6(c)(i), Section 4.6(c)(ii), Section 4.6(c)(iii) or Section 4.6(c)(iv), as applicable, and any dividends or distributions previously paid or made in respect thereof shall be automatically forfeited and transferred to Acquiror for no consideration, and no Person (other than the Acquiror) shall have any further right with respect thereto. Notwithstanding anything to the contrary herein, in no event will the Applicable Earn-out Recipients collectively receive Earn-out Shares in an aggregate amount higher than the Aggregate Earn-out Consideration (or the portion thereof) that has vested in accordance with Section 4.6(c) or Section 4.6(g). (f) If, during the Earn-out Period. The Parties acknowledge and agree that , the value Acquiror Delaware Class A Shares outstanding as of immediately following the Merger Effective Time shall have been changed into a different number of shares or a different class, by reason of any Earn-out Payment Equity Adjustment, or any similar event shall have occurred, then the applicable Acquiror Trading Price specified in each of Section 4.6(c)(i), Section 4.6(c)(ii), Section 4.6(c)(iii) and Section 4.6(c)(iv) shall be reduced, dollar for dollar, by forty percent (40%) of the amount of any Trulieve Capital Improvements Expenses with, for the purposes of this sentence only, each Parent Share being equal equitably adjusted to the value of a Consideration Sharereflect such change. (bg) If In the combined EBITDA for the Company and Pioneer event that there is an Acquiror Sale during the Earn-out Period is equal to or greater than one hundred ten percent (110%) of the Projected EBITDA Amount for the Earn-out Period, then Parent shall issue then, to Sellers a bonus payment the extent that the holders of 200,137 Parent Acquiror Delaware Class A Shares receive an Acquiror Sale Price that is greater than or equal to the applicable Acquiror Trading Price specified in Section 4.6(c)(i), Section 4.6(c)(ii), Section 4.6(c)(iii) or Section 4.6(c)(iv) (the “Bonus subject to Section 4.6(f)), any Earn-out Payment”Shares that have not previously vested in accordance with Section 4.6(c)(i). , Section 4.6(c)(ii), Section 4.6(c)(iii) or Section 4.6(c)(iv), as applicable, shall be deemed to have vested (c) The Company has previously applied for a Pennsylvania Redevelopment Assistance Capital Program grant (a “PA RACP Grant”) for up to Three Million Dollars ($3,000,000) in funds for the reimbursement of Company expenses incurred in connection with the Capital Improvements (the “Grant Funds”). If the PA RACP Grant is awarded to the Companyextent that such Earn-out Shares would have vested pursuant to Section 4.6(c)(i), Parent shall paySection 4.6(c)(ii), ten (10Section 4.6(c)(iii) Business or Section 4.6(c)(iv), as applicable, if the Acquiror Trading Price had been the Acquiror Sale Price for any 20 Trading Days after receipt within any period of Grant Funds, to each Seller, a cash payment equal to such Seller’s Pro Rata Share of forty (40%) percent of the amount of the Grant Funds actually received by the Company under such PA RACP Grant award (collectively with 30 consecutive Trading Days during the Earn-out Payment Period) immediately prior to the closing of such Acquiror Sale, and the Bonus holders of any Earn-out PaymentShares deemed vested pursuant to this Section 4.6(g) shall be eligible to participate in such Acquiror Sale with respect to such Earn-out Shares on the same terms, and subject to the “Postsame conditions, as apply to the holders of Acquiror Delaware Class A Shares or Acquiror Delaware Class B Shares, as applicable, generally. (h) For so long as any Earn-Closing Payments”out Share remains subject to the vesting and forfeiture conditions specified in Section 4.6(c), (i) the holder thereof shall be entitled to exercise the voting rights carried by such Earn-out Share and (ii) the holder thereof shall not be entitled to receive any dividends or other distributions in respect of such Earn-out Share, and any dividends or distributions paid or made in respect of such Earn-out Share shall be retained by Acquiror and invested as and to the extent determined by Acquiror and shall be paid or made to the holder of such Earn-out Share only when and to the extent that such Earn-out Share vests in accordance with Section 4.6(c), and, to the extent that such Earn-out Share fails to vest in accordance with Section 4.6(c) prior to the expiration of the Earn-out Period, any dividends or distributions paid or made in respect thereof shall be forfeited to Acquiror for no consideration, and no Person (other than Acquiror) shall have any further right with respect thereto.