Common use of Assets and Property Clause in Contracts

Assets and Property. Except as set forth in Schedule 4.15: (a) Immediately prior to the Effective Time, the Material Licenses shall be in full force and effect, and shall be free and clear of all Liens, except as set forth in Schedule 4.15(a). The Company owns no real property. (b) Schedule 4.15(b) sets forth each parcel of real property leased, subleased or licensed by the Company (together with all rights, title and interest of the Company in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), including the name of the landlord, the name of the tenant, and the location of the leased real property. The Company has provided to Trulieve true and complete copies of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which the Company occupies any Leased Real Property (collectively, the “Real Property Leases”). With respect to the Real Property Leases, (i) each Real Property Lease is in full force and effect, the Company is in material compliance with each Real Property Lease, including payment of all rent due and payable under the Real Property Leases, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute a material breach of or default by the Company under any Real Property Lease, (ii) the Company has neither received nor given a notice of any default or event that, with notice or lapse of time, would constitute a default by the Company or any other party under any of the Real Property Leases, (iii) the Company holds a valid leasehold interest free of any Liens other than those of the lessors of such Leased Real Property or Permitted Liens, (iv) the Company has not subleased, assigned or otherwise granted any other parties the right to use or occupy any of the Leased Real Property or any portion thereof, (v) to the Company’s Knowledge, there are no covenants, conditions, restrictions, easements, rights of way, encumbrances, defects, imperfections, irregularities of title or other Liens that would be apparent upon review of an accurate survey covering the Leased Real Property, which would reasonably be expected to materially impair the continued use of the property to which such matters relate, and (vi) the landlord (or its Affiliate) under the Lease has acquired title to the Adjacent Parcel (as defined in the Lease). (c) The Company has not received, and to the Company’s Knowledge, no other Party has received, with respect to any Leased Real Property, any citation, subpoena, summons or other written notice from any Governmental Authority alleging any non-compliance or violation of any zoning, fire, health and building codes. To the Knowledge of the Company, the use by the Company of the Leased Real Property is in compliance in all material respects with all applicable Laws.

Assets and Property. Except as set forth in Schedule 4.154.14: (a) Immediately prior to the Effective Time, the Material Licenses shall be in full force and effect, and shall be free and clear of all Liens, except as set forth in Schedule 4.15(a). The Company owns no real property. (b) Schedule 4.15(b4.14(b) sets forth each parcel of real property leased, subleased or licensed by the Company (together with all rights, title and interest of the Company in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), including the name of the landlord, the name of the tenant, and the location of the leased real property. The Company has provided to Trulieve true and complete copies of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which the Company occupies any Leased Real Property (collectively, the “Real Property Leases”). With respect to the Real Property Leases, (i) each Real Property Lease is in full force and effect, the Company is in material compliance with each Real Property Lease, including payment of all rent due and payable under the Real Property Leases, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute a material breach of or default by the Company under any Real Property Lease, (ii) the Company has neither received nor given a notice of any default or event that, with notice or lapse of time, would constitute a default by the Company or any other party under any of the Real Property Leases, (iii) the Company holds a valid leasehold interest free of any Liens other than those of the lessors of such Leased Real Property or Permitted Liens, (iv) the Company has not subleased, assigned or otherwise granted any other parties the right to use or occupy any of the Leased Real Property or any portion thereof, and (v) to the Company’s Knowledge, there are no covenants, conditions, restrictions, easements, rights of way, encumbrances, defects, imperfections, irregularities of title or other Liens that would be apparent upon review of an accurate survey covering the Leased Real Property, which would reasonably be expected to materially impair the continued use of the property to which such matters relate, and (vi) the landlord (or its Affiliate) under the Lease has acquired title to the Adjacent Parcel (as defined in the Lease). . (c) The Company has not received, and to the Company’s Knowledge, no other Party has received, with respect to any Leased Real Property, any citation, subpoena, summons or other written notice from any Governmental Authority alleging any non-compliance or violation of any zoning, fire, health and building codes. To the Knowledge of the Company, the use by the Company of the Leased Real Property is in compliance in all material respects with all applicable Laws. (d) To the Knowledge of the Company, the buildings, structures, fixtures and building systems included in the Leased Real Property are, in all material respects, in good operating condition and repair, except with respect to ordinary wear and tear, free from structural, physical and mechanical defects, maintained in a manner consistent with commercially reasonable standards followed with respect to similar properties, and are structurally sufficient for the conduct of the Company’s business. The Company is not a party to any Contract or subject to any claim that may require the payment of any real estate brokerage commissions with respect to, and no such commission is owed with respect to any of, the Real Property Leases.

Assets and Property. Except as set forth in Schedule 4.152.15: (a) Immediately prior As of the Closing date, the Company shall own good and valid title to the Effective TimeLicenses, the Material Licenses shall be in full force and effect, and all of which shall be free and clear of all Liens, except as set forth in Schedule 4.15(a2.15(a). The Company owns no real propertyproperty assets. (b) Schedule 4.15(b2.15(b) sets forth each parcel of real property leased, subleased or licensed by the Company (together with all rights, title and interest of the Company in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), including the name of the landlord, the name of the tenant, and the location of the leased real property. The Company has provided to Trulieve , and a true and complete copies list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions extensions, renewals, guaranties and other agreements with respect thereto, pursuant to which the Company occupies holds any Leased Real Property (collectively, the “Real Property Leases”). With respect to the Real Property Leases, (i) each Real Property Lease is in full force and effect, the Company is in material compliance with each Real Property Lease, Lease including payment of all rent due and payable under the Real Property Leases, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute a material breach of or default by the Company under of any Real Property Lease, (ii) the Company has neither received nor given a notice of any default or event that, that with notice or lapse of time, time would constitute a default by the Company or any other party under any of the Real Property Leases, (iii) the Company holds a valid leasehold interest free of any Liens other than those of the lessors of such Leased Real Property or Permitted LiensProperty, and (iv) the Company has not subleased, assigned or otherwise granted any other parties the right to use or occupy any of the Leased Real Property or any portion thereof, (v) to the Company’s Knowledge, there are no covenants, conditions, restrictions, easements, rights of way, encumbrances, defects, imperfections, irregularities of title or other Liens that would be apparent upon review of an accurate survey covering the Leased Real Property, which would reasonably be expected to materially impair the continued use of the property to which such matters relate, and (vi) the landlord (or its Affiliate) under the Lease has acquired title to the Adjacent Parcel (as defined in the Lease). . (c) The Company has not received, and to the Company’s Knowledge, no other Party has received, received with respect to any Leased Real Property, any citation, subpoena, summons or other written notice from any Governmental Authority alleging any non-compliance or violation of any zoning, fire, health and building codes. To the Knowledge of the Company, the use by the Company of the Leased Real Property is in compliance in all material respects with all applicable Laws, subject to the Federal Exception. (d) No Real Property Lease contains any provision providing that the other party may terminate or exercise other rights under such Real Property Lease as a result of the consummation of the transactions contemplated by this Agreement or the other Transaction Agreements and no third party Consent is required under any Real Property Lease to consummate the transaction contemplated by this Agreement or the other Transaction Agreements. The Company has made available to Purchaser, true, correct and complete copies of the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto, and any material correspondence with any of the parties to the Real Property Leases or with any Governmental Authority, and any other material written agreements related to the Leased Real Property. (e) To the Knowledge of the Company, the buildings, structures, fixtures and building systems included in the Leased Real Property are, in all material respects, in good operating condition and repair, except with respect to ordinary wear and tear and ordinary and customary scheduled maintenance and repair, free from structural, physical and mechanical defects, are maintained in a manner consistent with standards generally followed with respect to similar properties, and are structurally sufficient for the conduct of the Company’s business. Neither the Company nor any Seller is a party to any contract or subject to any claim that may require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Real Property Leases. (f) Each tangible property and asset of the Company, whether owned or leased, which has a fair market value or book value in excess of $20,000 is set forth in Schedule 2.15(f). (g) The Company has good and valid title, free and clear of all Liens, to all of the assets, properties, interests and rights (including real property and tangible and intangible personal property), reflected in the Financial Statements, otherwise used in the operation or conduct of the business of the Company, or necessary or advisable to conduct the Company's business as currently conducted, including all of the tangible and intangible personal property including plant, machinery, equipment, tools, supplies, furniture, furnishings, vehicles and other fixed assets (collectively, “Personal Property”), except for Personal Property disposed of in the ordinary course of business consistent with past practice, since the date of the Most Recent Balance Sheet. The Company owns all of the Personal Property necessary for the conduct of the Company's business as currently conducted. (h) Other than through its ownership of the Company, no Seller owns or controls, whether directly or indirectly through an Affiliate, any assets, whether tangible or intangible or of any type or nature, that are used by or in connection with the businesses and/or operations of the Company, as such businesses and/or operations are currently conducted by Company or have been conducted by the Company within the twelve (12) months preceding the Effective Date (such assets, “Outside Assets”). (i) All of the tangible personal property used in the Company's business is in good operating condition, ordinary wear and tear excepted, and is adequate and suitable for the purposes for which it is presently being used. (j) Each item of Personal Property that the Company has possession of pursuant to a lease agreement or other similar contractual arrangement is set forth on Schedule 2.15(j) (the “Leased Personal Property”), and is in such condition that, upon its return to its lessor or owner under the applicable lease or contract, the obligations of the Company to such lessor or owner will have been discharged in full. (k) The inventories of the Company with respect to its business which are included in the assets of the Company (the “Inventory”) are in the physical possession of the Company or in transit to or from a customer or supplier of the Company and no Inventory has been pledged as collateral or otherwise is subject to any Lien or is held on consignment from others. The Inventory reflected in the Financial Statements was, and the Inventory reflected on the Company books of account has been, determined and valued in accordance with GAAP applied, in the case of the Inventory reflected on the Company's books and records, on a basis consistent with the Financial Statements. The Inventory was acquired or produced in the ordinary course of business. Except as reflected in the reserve for obsolete inventory in the Financial Statements or the Company books of account, the Inventory is of a quality presently useable and salable in the ordinary course of business, and the quantities of each type are not and will not be excessive in amount. As of the Effective Date, the book value of the Inventory (including cultivation and production Inventory) is no less than $1,606,799.62, and shall not be less than $1,606,799.62 as of the Closing Date.

Assets and Property. Except as set forth in Schedule 4.152.15: (a) Immediately prior The Company has good and valid title to the Effective TimeCompany PCR, the Material Licenses shall be which is in full force and effect, effect and shall be is free and clear of all Liens, except as set forth in Schedule 4.15(a). The Company owns no real propertyproperty assets. (b) Schedule 4.15(b2.15(b)(i) sets forth each parcel of real property leased, subleased or licensed by the Company (together with all rights, title and interest of the Company in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), including the name of the landlord, the name of the tenant, and the location of the leased real property. The Company has provided to Trulieve , and a true and complete copies list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which the Company occupies holds any Leased Real Property (collectively, the “Real Property Leases”). With respect to the Real Property Leases, (i) each Real Property Lease is in full force and effect, the Company is in material compliance with each Real Property Lease, Lease including payment of all rent due and payable under the Real Property Leases, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute a material breach of or default by the Company under of any Real Property Lease, (ii) the Company has neither received nor given a notice of any default or event that, that with notice or lapse of time, time would constitute a default by the Company or any other party under any of the Real Property Leases, (iii) the Company holds a valid leasehold interest free of any Liens other than those of the lessors of such Leased Real Property or Permitted LiensProperty, and (iv) the Company has not subleased, assigned or otherwise granted any other parties the right to use or occupy any of the Leased Real Property or any portion thereof, (v) to the Company’s Knowledge, there are no covenants, conditions, restrictions, easements, rights of way, encumbrances, defects, imperfections, irregularities of title or other Liens that would be apparent upon review of an accurate survey covering the Leased Real Property, which would reasonably be expected to materially impair the continued use of the property to which such matters relate, and (vi) the landlord (or its Affiliate) under the Lease has acquired title to the Adjacent Parcel (as defined in the Lease). . (c) The Company has not received, and to the Company’s 's Knowledge, no other Party has received, received with respect to any Leased Real Property, any citation, subpoena, summons or other written notice from any Governmental Authority alleging any non-compliance or violation of any zoning, fire, health and building codes. To the Knowledge of the Company, the use by the Company of the Leased Real Property is in compliance in all material respects with all applicable Laws, subject to the Federal Exception. (d) No Real Property Lease contains any provision providing that the lessor may terminate or exercise other rights under such Real Property Lease as a result of the consummation of the transactions contemplated by this Agreement or the other Transaction Agreements and no third party Consent is required under any Real Property Lease to consummate the transactions contemplated by this Agreement or the other Transaction Agreements. The Company has delivered or otherwise made available to Purchaser, true, correct and complete copies of the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto, and any material correspondence with any of the parties to the Real Property Leases or with any Governmental Authority, and any other material written agreements related to the Leased Real Property. (e) To the Knowledge of the Company, the buildings, structures, fixtures and building systems included in the Leased Real Property are, in all material respects, in good operating condition and repair, except with respect to ordinary wear and tear and ordinary and customary scheduled maintenance and repair, and are structurally sufficient for the conduct of the Company's business (i.e. medical marijuana business). Neither the Company nor any Seller is a party to any contract or subject to any claim that may require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Real Property Leases. (f) Each tangible property and asset of the Company, whether owned or leased, which has a fair market value or book value in excess of Ten Thousand and No/100 Dollars ($10,000.00) is set forth in Schedule 2.15(f). (g) The Company has good and valid title, free and clear of all Liens, to all of the assets, personal properties, interests and rights (including tangible and intangible personal property), reflected in the Financial Statements, (collectively, “Personal Property”), except for Personal Property disposed of in the ordinary course of business consistent with past practice, since the date of the Balance Sheet. (h) Except as set forth on Schedule 2.15(h), other than through its ownership of the Company, no Seller owns or controls, whether directly or indirectly through an Affiliate, any assets, whether tangible or intangible or of any type or nature, that are used by or in connection with the businesses and/or operations of the Company, as such businesses and/or operations are currently conducted by Company or have been conducted by the Company within the twelve (12) months preceding the Effective Date (such assets, “Outside Assets”). (i) The Company has no tangible Personal Property. (j) The Company possesses no Personal Property pursuant to a lease agreement or other similar contractual arrangement. (k) The Company has no inventory of any kind.

Assets and Property. Except as set forth in Schedule 4.15: (a) Immediately prior to the Effective Time, the Material Licenses shall be in full force and effect, and shall be free and clear of all Liens, except as set forth in Schedule 4.15(a). The No Company Party owns no any real property. (b) Schedule 4.15(b) sets forth each parcel of real property leased, subleased or licensed by the Company Parties (together with all rights, title and interest of the Company Parties in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), including the name of the landlord, the name of the tenant, and the location of the leased real property. The Company has provided to Trulieve Valens true and complete copies of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which the Company occupies Parties occupy any Leased Real Property (collectively, the “Real Property Leases”). With respect to the Real Property Leases, (i) each Real Property Lease is in full force and effect, the applicable Company Party is in material compliance with each Real Property Lease, including payment of all rent due and payable under the Real Property Leases, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute a material breach of or default by the any Company Party under any Real Property Lease, (ii) the no Company Party has neither received nor given a written notice of any default or event that, with notice or lapse of time, would constitute a default by the such Company Party or any other party under any of the Real Property Leases, (iii) the applicable Company Party holds a valid leasehold interest free of any Liens other than those of the lessors of such Leased Real Property or Permitted Liens, (iv) the no Company Party has not subleased, assigned or otherwise granted any other parties the right to use or occupy any of the Leased Real Property or any portion thereof, and (v) to the Company’s Knowledge, there are no covenants, conditions, restrictions, easements, rights of way, encumbrances, defects, imperfections, irregularities of title or other Liens that would be apparent upon review of an accurate survey covering the Leased Real Property, which would reasonably be expected to materially impair the continued use of the property to which such matters relate, and (vi) the landlord (or its Affiliate) under the Lease has acquired title to the Adjacent Parcel (as defined in the Lease). . (c) The Company has not received, and to the Company’s Knowledge, no other No Party has received, with respect to any Leased Real Property, any citation, subpoena, summons or other written notice from any Governmental Authority alleging any non-compliance or violation of any zoning, fire, health and building codes. To the Knowledge of the Company, the The use by the Company Parties of the Leased Real Property is in compliance in all material respects with all applicable Laws. (d) To the Company’s Knowledge, the buildings, structures, fixtures and building systems included in the Leased Real Property are, in all material respects, in reasonably good operating condition and repair, except with respect to ordinary wear and tear, maintained in a manner consistent with commercially reasonable standards followed with respect to similar properties, and are structurally sufficient for the conduct of the Company Parties’ business. No Company Party is a party to any Contract or subject to any claim that may require the payment of any real estate brokerage commissions with respect to, and no such commission is owed with respect to any of, the Real Property Leases. (e) Each item of tangible property of the Company Parties, whether owned or leased, which has a fair market value or book value in excess of [*****] is set forth in Schedule 4.15(e). (f) Except as set forth on Schedule 4.15(f), the Company Parties have good and valid title or a leasehold interest, free and clear of all Liens, to all of the tangible personal property, plant, machinery, equipment, tools, supplies, furniture, furnishings, vehicles and other fixed assets (collectively, “Personal Property”) (i) reflected in the Financial Statements, or (ii) used in the operation or conduct of the business of the Company Parties, except for Personal Property disposed of, since the date of the Balance Sheet Date, in the Ordinary Course of Business. (g) Other than through its ownership of the Company, no Seller owns, whether directly or indirectly through an Affiliate, any assets, whether tangible or intangible or of any type or nature, that are used by or in connection with the businesses and/or operations of the Company Parties. (h) To the Company’s Knowledge, all of the material tangible Personal Property used in the Company Parties’ business is (i) in reasonably good operating condition and repair, ordinary wear and tear excepted, and (ii) none of such tangible Personal Property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. (i) The Inventory of the Company Parties is in the physical possession of the applicable Company Party or in transit to or from a customer or supplier of such Company Party and no Inventory has been pledged as collateral or otherwise is subject to any Lien, or is held on consignment from others. The Inventory reflected in the Financial Statements was, and the Inventory reflected on the Books and Records of the Company Parties has been, determined and valued in accordance with GAAP applied, in the case of the Inventory reflected on the Books and Records of the Company Parties, on a basis consistent with the Financial Statements. Except as reflected in the reserve for obsolete Inventory in the Financial Statements or the Company books of account, the Inventory is of a quality presently useable and salable in the Ordinary Course of Business.