Common use of Earn-Out Clause in Contracts

Earn-Out. (a) As additional consideration for the Purchased Interests, at such times as provided in this Section 1.4, Parent shall pay to Sellers an additional payment of up to Seven Hundred Twenty-One Thousand Six Hundred Forty-Seven (721,647) Parent Shares (the “Earn-out Payment”) contingent upon the Company achieving certain EBITDA during the twelve (12) month period beginning the first full fiscal quarter after the Closing Date (the “Earn-out Period”); provided, however, that the Earn-out Period shall be tolled during any Qualified Shutdown occurring during the Earn-out Period, and the Earn-out Period shall be extended by number of days of such Qualified Shutdown. Specifically, Parent will pay to Sellers the Earn-out Payment as follows: EBITDA during Earn-Out Period Earn-out Payment 75% of the Company Projected EBITDA 300,686 Parent Shares > 75% of the Company Projected EBITDA and < 100% of the Company Projected EBITDA Between 300,686 Parent Shares and 721,647 Parent Shares, on a proportionate basis. ³100% of the Company Projected EBITDA 721,647 Parent Shares For the avoidance of doubt, no Earn-out Payment shall be payable hereunder in the event the Company’s EBITDA for the Earn-out Period is less than seventy-five percent (75%) of the Company Projected EBITDA for the Earn-out Period.

Earn-Out. (a) As additional consideration for the Purchased Company Interests, at such times as provided in this Section 1.42.12, Parent shall pay to Sellers an additional payment of up to Seven Nine Hundred TwentySixty-Two Thousand One Thousand Six Hundred FortyNinety-Seven Five (721,647962,195) Parent Shares (the “Earn-out Payment”) contingent upon the Company together with Pioneer achieving certain aggregate EBITDA during the twelve (12) month period beginning the first full fiscal quarter after the Closing Date 2021 calendar year (the “Earn-out Period”); provided, however, that the Earn-out Period shall be tolled during any Qualified Shutdown occurring during the Earn-out Period, and the Earn-out Period shall be extended by number of days of such Qualified Shutdown. Specifically, Parent will pay to Sellers the Earn-out Payment ) as follows: EBITDA during Earn-Out Period Earn-out Payment 7570% of the Company Projected EBITDA 300,686 Amount 502,240 Parent Shares > 7570% of the Company Projected EBITDA Amount and Between 502,240 Parent Shares and 962,195 < 10093.53% of the Company Projected EBITDA Between 300,686 Parent Shares and 721,647 Amount Parent Shares, on a proportionate basis. ³100>93.53% of the Company Projected EBITDA 721,647 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’s EBITDA Company and Pioneer for the Earn-out Period is less than seventy-five seventy percent (7570%) of the Company Projected EBITDA for 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.

Earn-Out. (a) As additional consideration for the Purchased Company Interests, at such times as provided in this Section 1.42.12, Parent shall pay to Sellers an additional payment of up to Seven Hundred Twenty-One Thousand Six Million Four Hundred Forty-Seven Three Thousand Two Hundred Ninety-Three (721,6471,443,293) Parent Shares (the “Earn-out Payment”) contingent upon the Company together with PurePenn achieving certain aggregate EBITDA during the twelve (12) month period beginning the first full fiscal quarter after the Closing Date 2021 calendar year (the “Earn-out Period”); provided, however, that the Earn-out Period shall be tolled during any Qualified Shutdown occurring during the Earn-out Period, and the Earn-out Period shall be extended by number of days of such Qualified Shutdown. Specifically, Parent will pay to Sellers the Earn-out Payment ) as follows: EBITDA during Earn-Out Period Earn-out Payment 7570% of the Company Projected EBITDA 300,686 Amount 753,360 Parent Shares > 7570% of the Company Projected EBITDA Amount and < 100Between 753,360 Parent Shares and 93.53% of the Company Projected EBITDA Between 300,686 Parent Shares and 721,647 Amount 1,443,293 Parent Shares, on a proportionate basis. ³100>93.53% of the Company Projected EBITDA 721,647 Amount 1,443,293 Parent Shares For the avoidance of doubt, no Earn-out Payment shall be payable hereunder in the event that combined EBITDA for the Company’s EBITDA Company and PurePenn for the Earn-out Period is less than seventy-five seventy percent (7570%) of the Company Projected EBITDA for 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 sixty percent (60%) 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.