Trulieve Cannabis Corp. Sample Contracts

ARRANGEMENT AGREEMENT BETWEEN TRULIEVE CANNABIS CORP. AND HARVEST HEALTH & RECREATION INC. MAY 10, 2021
Arrangement Agreement • May 13th, 2021 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • British Columbia

WHEREAS the Purchaser, proposes to acquire all of the outstanding Company Shares (as defined herein) pursuant to the Arrangement (as defined herein), as provided in this Agreement;

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 6th, 2024 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Florida

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 1, 2024 (the “Effective Date”), is entered into by and between, Trulieve Cannabis Corp. (the “Company”), and Kimberly Rivers (the “Executive”). (The Company and the Executive are sometimes individually referred to herein as a “Party” and collectively as the “Parties”).

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TRUST INDENTURE DATED AS OF THE 18th DAY OF JUNE, 2019 BETWEEN TRULIEVE CANNABIS CORP., AS ISSUER AND ODYSSEY TRUST COMPANY, AS TRUSTEE
Trust Indenture • December 11th, 2020 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • British Columbia
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TRULIEVE CANNABIS CORP. AMENDED AND RESTATED WARRANT TO PURCHASE 966,336 SHARES OF COMMON STOCK
Warrant Agreement • April 5th, 2021 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Florida

THIS CERTIFIES THAT, for value received, George Hackney, Jr. (and/or his assignee) is entitled to subscribe for and purchase 966,336 shares of common stock (as may be adjusted pursuant to Section 4 hereof, the “Warrant Shares”) of Trulieve Cannabis Corp., a British Columbia corporation (including any successor entity thereto, the “Company”), at the Exercise Price (as defined below, and as adjusted pursuant to Section 4 hereof), subject to the provisions and upon the terms and conditions hereinafter set forth.

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ASSET PURCHASE AGREEMENT by and among LIFE ESSENCE, INC., and PATIENT CENTRIC OF MARTHA’S VINEYARD LTD., dated as of October 1, 2020
Asset Purchase Agreement • January 12th, 2021 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Massachusetts

This Asset Purchase Agreement (this “Agreement”), dated as of October 1, 2020 (the “Agreement Date”), is entered into by and among Life Essence, Inc., a Massachusetts corporation (“Buyer”), and Patient Centric of Martha’s Vineyard Ltd., a Massachusetts corporation (“Seller”).

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VOTING SUPPORT AGREEMENT
Voting Support Agreement • May 13th, 2021 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • British Columbia

THIS VOTING SUPPORT AGREEMENT (“Agreement”) is dated as of _____, 2021, by and between Trulieve Cannabis Corp., a corporation existing under the laws of the Province of British Columbia, (“Trulieve”) and each of the shareholders listed on Exhibit A attached hereto (individually, a “Shareholder” and collectively, the “Shareholders”).

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VOTING SUPPORT AND LOCK-UP AGREEMENT
Voting Support and Lock-Up Agreement • May 13th, 2021 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • British Columbia

THIS VOTING SUPPORT AND LOCK-UP AGREEMENT (“Agreement”) is dated as of _____, 2021, by and between Trulieve Cannabis Corp., a corporation existing under the laws of the Province of British Columbia, (“Trulieve”) and each of the shareholders listed on Exhibit A attached hereto (individually, a “Shareholder” and collectively, the “Shareholders”).

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Trulieve Share Distribution Agreement
Share Distribution Agreement • January 12th, 2021 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • British Columbia

This Share Distribution Agreement (the “Agreement”) is made as of , 2020, by and between Trulieve Cannabis Corp. (the “Company”) and undersigned, on behalf of itself and all of its affiliates (the “Holder”).

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DIRECTOR AND OFFICER INDEMNITY AGREEMENT
Indemnification & Liability • January 12th, 2021 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • British Columbia

THIS INDEMNITY AGREEMENT (the “Agreement”) is made as of this 21st day of September, 2018, between TRULIEVE CANNABIS CORP. (the “Corporation”), a corporation existing under the Business Corporations Act (British Columbia) and _________________ (the “Indemnified Party”).

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MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • January 12th, 2021 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Pennsylvania

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), is made as of the 16th day of September, 2020 (the “Effective Date”) by and among the following (each, a “Party,” and collectively, the “Parties”): Keystone Relief Centers LLC, a Pennsylvania limited liability company doing business as Solevo Wellness (the “Company”); the Sellers set forth in Schedule 1 hereto (each, a “Seller,” and collectively, the “Sellers”); Dr. Robert Capretto, a Pennsylvania resident, as the representative of each Seller as more fully described herein (“Representative”); Trulieve PA LLC, a Pennsylvania limited liability company (“Purchaser”) and Trulieve Cannabis Corp., a Canadian corporation organized and existing under the laws of the Province of British Columbia (“Parent”).

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EMPLOYMENT AGREEMENT
Employment Agreement • December 11th, 2020 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Florida

THIS EMPLOYMENT AGREEMENT is made as of the 14th day of February 2019, by and between Trulieve, Inc., a Florida corporation (the “Company”), and Eric Powers (the “Employee”).

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●] Subordinate Voting Shares Trulieve Cannabis Corp. Subordinate Voting Shares (no par value per share) UNDERWRITING AGREEMENT
Underwriting Agreement • April 5th, 2021 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • New York

Trulieve Cannabis Corp., a British Columbia corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Canaccord Genuity LLC is acting as representative (the “Representative”), an aggregate of [●] shares (the “Firm Shares”) of its subordinate voting shares, no par value per share, of the Company (the “Subordinate Voting Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional [●] Subordinate Voting Shares (the “Additional Shares”) if and to the extent that the Representative shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Subordinate Voting Shares granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.”

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TRULIEVE CANNABIS CORP. as the Corporation and ODYSSEY TRUST COMPANY as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of June 18, 2019
Warrant Indenture • December 11th, 2020 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • British Columbia

ODYSSEY TRUST COMPANY, a trust company incorporated under the laws of Alberta and registered to carry on business in the Provinces of British Columbia and Alberta (the “Warrant Agent”)

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RESTRICTED SHARE UNIT AWARD AGREEMENT
Restricted Share Unit Award Agreement • September 17th, 2021 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Florida

THIS AGREEMENT (“Agreement”) is made and entered into as of September 15, 2021 (the “Effective Date”), by and between Trulieve Cannabis Corp. (“Trulieve”) and Kim Rivers (the “Employee” or “you”). Trulieve and Employee are individually referred to as a “Party” and collectively referred to as the “Parties.”

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AGREEMENT AND PLAN OF MERGER By and Among PUREPENN LLC, THE MEMBERS THEREOF, TRULIEVE CANNABIS CORP., And TRULIEVE PA MERGER SUB 1, INC. Dated September 16, 2020
Merger Agreement • January 12th, 2021 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Pennsylvania

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of the 16th day of September, 2020 (the “Effective Date”) by and among the following (each, a “Party”, and collectively, the “Parties”): PurePenn LLC, a Pennsylvania limited liability company (the “Company”), the Sellers set forth on Schedule 1 attached hereto (each, a “Seller” and collectively, the “Sellers”), Gabriel Perlow, a Pennsylvania resident, as the representative of each Seller as more fully described herein (“Representative”), and Trulieve PA Merger Sub 1, Inc., a Pennsylvania corporation (“Merger Sub”), and Trulieve Cannabis Corp., a Canadian corporation organized and existing under the laws of the Province of British Columbia (“Parent” and, together with Merger Sub, “Trulieve”).

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MERGER AGREEMENT among SCHYAN EXPLORATION INC./EXPLORATION SCHYAN INC., AND SCHYAN SUB, INC. AND TRULIEVE, INC. SEPTEMBER 11, 2018
Merger Agreement • December 11th, 2020 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Florida

This Agreement and Plan of Merger (this “Agreement”) is entered into on September 11, 2018 by and between Schyan Exploration Inc./Exploration Schyan Inc. (“Schyan”), an Ontario corporation, Trulieve, Inc. (the “Company”), a Florida corporation, and Schyan Sub, Inc., a Florida corporation (“Subco”).

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TRULIEVE CANNABIS CORP. - and - HARVEST HEALTH & RECREATION INC. - and - ODYSSEY TRUST COMPANY SUPPLEMENTAL WARRANT INDENTURE October 1, 2021
Supplemental Warrant Indenture • January 21st, 2022 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • British Columbia

WHEREAS Harvest entered into a warrant indenture dated as of December 20, 2019 (the “Original Indenture”), with Odyssey Trust Company (the “Warrant Agent”) providing for the issuance of an unlimited number of Subordinate Voting Share purchase warrants of Harvest (the “Warrants”);

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AMENDED AND RESTATED Trulieve Cannabis Corp. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • August 9th, 2023 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Delaware

Trulieve Cannabis Corp. (the “Company”) hereby grants to the Participant named below Restricted Stock Units (“Restricted Stock Units” or “RSUs”) pursuant to the Trulieve Cannabis Corp. 2021 Omnibus Incentive Plan, as amended thereafter (the “Plan”), in the number specified below, which shall vest in accordance with the Vesting Schedule. Each RSU corresponds in value to a single share of Company common stock (“Share”).

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SECOND AMENDMENT TO PROMISSORY NOTE
Promissory Note • August 12th, 2021 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Florida

THIS SECONDAMENDMENT TO PROMISSORY NOTE (the “Amendment”) is dated as of March 2, 2021 by and between Trulieve, Inc., formerly known as George Hackney, Inc. (“Borrower”) and Traunch Four, LLC (“Lender”).

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ADVISORY BOARD MEMBER AGREEMENT
Advisory Board Member Agreement • December 11th, 2020 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • British Columbia

This advisory board member agreement (the “Agreement”), effective as of December 18, 2019, is between Trulieve Cannabis Corp., a corporation existing under the laws of the Province of British Columbia (“Trulieve”), and Susan Thronson, an individual resident in California (the “Advisory Board Member”).

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TRULIEVE CANNABIS CORP. - and - ODYSSEY TRUST COMPANY - and - EACH OF THE PERSONS LISTED ON SCHEDULE “A” HERETO COATTAIL AGREEMENT September 21, 2018
Coattail Agreement • January 12th, 2021 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • British Columbia

TRULIEVE CANNABIS CORP. (formerly known as Schyan Exploration Inc.), a corporation existing under the Business Corporations Act (British Columbia),

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LEASE AGREEMENT between ONE MORE WISH, LLC, a Florida limited liability company as LANDLORD and TRULIEVE, INC., a Florida corporation as TENANT DATED: 4/29/2020
Lease Agreement • January 12th, 2021 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Florida

This Lease consists of the foregoing Basic Provisions, the following General Provisions, and the exhibits attached hereto, all of which are incorporated herein by this reference. If there are any inconsistencies between the Basic Provisions and the General Provisions, the General Provisions shall prevail. If there are any inconsistencies between the exhibits and the Basic Provisions or General Provisions, then the Basic Provisions and General Provisions shall prevail.

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LOAN AGREEMENT by and between TRULIEVE CAPPS HIGHWAY LLC, as Borrower and VALLEY NATIONAL BANK, as Agent And THE LENDERS NAMED HEREIN, (“Lender”) Dated: as of December 21, 2022
Loan Agreement • March 8th, 2023 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Florida

THIS LOAN AGREEMENT (“Agreement”) dated this 21st day of December, 2022 by and between TRULIEVE CAPPS HIGHWAY LLC, a Florida limited liability company (“Borrower”), having a mailing address of 3494 Martin Hurst Road, Tallahassee, Florida 32312, and VALLEY NATIONAL BANK, (“VNB”) a national banking organization, having an office at 1455 Valley Road, Wayne, New Jersey 07470, as administrative agent (including any of its successors and assigns, “Agent”) for VNB, individually as a Lender, and the other lenders hereto (collectively, together with such other co-lenders as may exist from time to time, “Lender”).

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LEASE AGREEMENT
Lease Agreement • January 12th, 2021 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Florida

THIS LEASE AGREEMENT (hereafter “the Lease”) is entered into this day of August, 2018, by and between One More Wish II, LLC, whose mailing address is 178 May Nursery Road, Havana, Florida 32333 (hereafter “Landlord”), and Trulieve, Inc., whose mailing address is 6749 Ben Bostic Road, Quincy, Florida 32351 (hereafter “Tenant”). Landlord and Tenant are sometimes collectively referred to as the “Parties”.

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TRULIEVE, INC. EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 12th, 2021 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Florida

This Agreement is made between David Lummas (“Employee”) and Trulieve, Inc. (“Trulieve” or “the Company”). In consideration of the mutual promises and covenants contained in this Agreement and for other good and valuable consideration including, but not limited to, the employment of Employee by Trulieve, the wages offered and to be paid to Employee by Trulieve during Employee’s employment, the training the Employee will receive from the Company regarding compliance and the methods and operations of the Company at considerable expense to the Company, and access to and knowledge of the Company’s confidential information and trade secrets the Employee will receive, the parties hereto agree as follows:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 12th, 2021 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Pennsylvania

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 12, 2020, by and among (i) Trulieve Cannabis Corp., a Canadian corporation organized and existing under the laws of the Province of British Columbia (“Parent”), (ii) each of the shareholders of the Company set forth in Schedule 1 (individually and collectively, the “Investor” or “Investors”) of the Merger Agreement (as defined below) and (iii) Raymond Boyer, a Pennsylvania resident, as the representative of each Investor (the “Representative”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 12th, 2021 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Pennsylvania

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 12, 2020, by and among (i) Trulieve Cannabis Corp., a Canadian corporation organized and existing under the laws of the Province of British Columbia (“Parent”), (ii) each of the shareholders of the Company set forth in Schedule 1 (individually and collectively, the “Investor” or “Investors”) of the Merger Agreement (as defined below) and (iii) Gabriel A. Perlow, a Pennsylvania resident, as the representative of each Investor (the “Representative”).

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CONSULTING AGREEMENT
Consulting Agreement • January 12th, 2021 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products

THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of this 21st day of April, 2020 (hereinafter the “Effective Date”), by and between Dickinson & Associates, Inc. an Illinois corporation, with its principal offices at One North LaSalle Street, Suite 800, Chicago, IL 60602 (hereinafter referred to as “D+A“) and Trulieve Holdings, Inc., located at 3494 Martin Hurst Road, Tallahassee, FL 32312 (hereinafter referred to as the “End User”) (D+A and End User are individually referred to as a “Party,” or together as “Parties”).

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AGREEMENT AND PLAN OF MERGER By and Among PIONEER LEASING AND CONSULTING LLC, THE MEMBERS THEREOF, RAYMOND BOYER, AS THE REPRESENTATIVE OF EACH SELLER, TRULIEVE PA MERGER SUB 2 INC., And TRULIEVE CANNABIS CORP. Dated September 16, 2020
Merger Agreement • January 12th, 2021 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Pennsylvania

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of the 16th day of September, 2020 (the “Effective Date”) by and among the following (each, a “Party”, and collectively, the “Parties”): Pioneer Leasing and Consulting LLC, a Pennsylvania limited liability company (the “Company”), the Sellers set forth on Schedule 1 attached hereto (each, a “Seller” and collectively, the “Sellers”), Raymond Boyer, a Pennsylvania resident, as the representative of each Seller as more fully described herein (“Representative”), and Trulieve PA Merger Sub 2 Inc., a Pennsylvania corporation (“Merger Sub”), and Trulieve Cannabis Corp., a Canadian corporation organized and existing under the laws of the Province of British Columbia (“Parent” and, together with Merger Sub, “Trulieve”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 21st, 2022 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Pennsylvania

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 7, 2021, by and among (i) Trulieve Cannabis Corp., a Canadian corporation organized and existing under the laws of the Province of British Columbia (“Parent”), (ii) each of the equityholders of the Company set forth in Schedule 1 (individually and collectively, the “Investor” or “Investors”) of the Merger Agreement (as defined below) and (iii) Michael J. Badey, a Pennsylvania resident, as the representative of each Investor (the “Representative”).

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Amended and Restatd Trulieve Cannabis Corp. 2021 OMNIBUS Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • August 9th, 2023 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Delaware

This Option is subject to all of the terms and conditions as set forth in the Nonqualified Stock Option Award Agreement (the “Agreement”) and the Plan, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan or the Agreement. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

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LOAN AND SECURITY AGREEMENT
Loan Agreement • December 11th, 2020 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products

This Loan and Security Agreement (this “Agreement”), dated as of May 24, 2018, is by and among the entities listed on the signature pages hereto under the caption “Borrower” (individually and collectively, “Borrower), and Traunch Four, LLC (together with its successors and assigns, the “Lender”).

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SUPPLEMENTAL WARRANT INDENTURE
Supplemental Warrant Indenture • January 12th, 2021 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products

ODYSSEY TRUST COMPANY, a trust company existing under the laws of Alberta and registered to carry on business in the provinces of British Columbia and Alberta (the “Warrant Agent”)

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LOAN AGREEMENT by and between TRULIEVE CENTAURY WAY, LLC, as Borrower and FIRST FEDERAL BANK, as Lender Dated: as of December ___, 2023
Loan Agreement • February 29th, 2024 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Florida

THIS LOAN AGREEMENT (“Agreement”) dated this ____ day of December 2023 and made effective as of December 22, 2023, by and between TRULIEVE CENTAURY WAY, LLC, a Florida limited liability company (“Borrower”), having a mailing address of 3494 Martin Hurst Road, Tallahassee, Florida 32312, and FIRST FEDERAL BANK, including any of its successors and assigns (“Lender”), having an office at 4705 US Highway 90, West, Lake City, Florida 32055.

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SECOND AMENDMENT TO LOAN AGREEMENT VALLEY NATIONAL BANK, AS AGENT AND THE LENDERS NAMED HEREIN, AS LENDERS, AND TRULIEVE CAPPS HIGHWAY LLC (the "Borrower")
Loan Agreement • May 10th, 2023 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Florida

This Second Amendment (“Amendment”) to Loan Agreement dated as of the 9th day of May, 2023 between TRULIEVE CAPPS HIGHWAY LLC, a Florida limited liability company (“Borrower”), having a mailing address of 3494 Martin Hurst Road, Tallahassee, Florida 32312, and VALLEY NATIONAL BANK, (“VNB”) a national banking organization, having an office at 1455 Valley Road, Wayne, New Jersey 07470, as administrative agent (including any of its successors and assigns, “Agent”) for VNB, individually as a Lender, and the other lenders hereto (collectively, together with such other co-lenders as may exist from time to time, “Lenders”).

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