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The earnout tranches, applicable VWAP of a REIT Share and AFFO per share, and the applicable Earnout Periods are as follows:
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If the Company has completed an IPO |
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If the Company has not completed an IPO |
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Earnout Tranche(a) |
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VWAP of a
REIT Share |
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Applicable Earnout Period |
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AFFO
per Share |
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Applicable Earnout Period |
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$10 million |
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$90.00 |
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The two-year period beginning on the earlier of (i) the IPO closing date or (ii) December 31, 2020. |
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$5.85 |
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The two-year period consisting of the calendar years ended December 31, 2020 and December 31, 2021. |
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$15 million |
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$95.00 |
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The two-year period beginning on the earlier of (i) the IPO closing date or (ii) December 31, 2020. |
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$5.95 |
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The two-year period consisting of the calendar years ended December 31, 2020 and December 31, 2021. |
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$25 million |
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$97.50 |
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The four-year period beginning on the date that is exactly one year after the earnout period begins for the first and second tranches above. |
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$6.30 |
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The four-year period consisting of the calendar years ended December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. |
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$25 million |
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$100.00 |
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The four-year period beginning on the date that is exactly one year after the earnout period begins for the first and second tranches above. |
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$6.70 |
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The four-year period consisting of the calendar years ended December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. |
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(a) |
Initial contractual value of applicable earnout tranche based on an $85.00 price per share/unit of Common Stock and OP Units. Does not take into account the actual per share price of Common Stock and OP Units at the time an applicable earnout tranche may be earned and paid. |
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