ACREAGE HOLDINGS, INC. - and - ODYSSEY TRUST COMPANY WARRANT INDENTURE Providing for the Issue of Warrants Dated as of February 10, 2020Warrant Indenture • February 13th, 2020 • Acreage Holdings, Inc. • Retail-miscellaneous retail • Ontario
ODYSSEY TRUST COMPANY, a trust company existing under the laws of Alberta and authorized to carry on business in the provinces of British Columbia and Alberta (the “Warrant Agent”)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2020 • Acreage Holdings, Inc. • Retail-miscellaneous retail • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 29, 2020, by and between ACREAGE HOLDINGS, INC., a company incorporated under the laws of the Province of British Columbia (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 4th, 2020 • Acreage Holdings, Inc. • Retail-miscellaneous retail • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 29, 2020, is between ACREAGE HOLDINGS, INC., a company existing under the laws of the Province of British Columbia, with headquarters located at 366 Madison Avenue, 11th Floor, New York, NY, 10017 and registered office at 2800 Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada V6C 2Z7 (the “Company”), YA II PN, Ltd. (the “Buyer”) and each of the investors, if any, listed on the Schedule of Buyers attached hereto (collectively with the Buyer, the “Buyers”).
VOTING SUPPORT AGREEMENTVoting Support Agreement • April 30th, 2019 • Acreage Holdings, Inc. • Retail-miscellaneous retail • British Columbia
WHEREAS, in connection with an arrangement agreement between the Purchaser and Acreage Holdings, Inc. (the “Company”) dated the date hereof (as may be amended, modified or supplemented from time to time in accordance with its terms, the “Arrangement Agreement”), the Company proposes to, among other things, amend the terms of the subordinate voting shares (the “Company Subordinate Voting Shares”), proportionate voting shares (the “Company Proportionate Voting Shares”) and multiple voting shares (the “Company Multiple Voting Shares” and together with the Company Subordinate Voting Shares and the Company Proportionate Voting Shares, the “Company Shares”) in the capital of the Company;
ACREAGE HOLDINGS, INC. as Issuer and [ ] as U.S. Trustee and [ ] as Canadian Trustee Indenture Dated as of [ ]Indenture • October 21st, 2020 • Acreage Holdings, Inc. • Retail-miscellaneous retail • New York
INDENTURE, dated as of ____________________, among ACREAGE HOLDINGS, INC., a corporation duly continued and existing under the laws of the Province of British Columbia, Canada (herein called the “Company”), having its principal office at 366 Madison Avenue, 11th Floor, New York, New York, and ______________________, a ______________________, organized under the laws of ______________________, as U.S. trustee (herein called the “U.S. Trustee”), and ______________________, a ______________________, organized under the laws of ______________________, as Canadian trustee (the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”).
FIRST AMENDMENT TO ARRANGEMENT AGREEMENT THIS AMENDMENT is made as of May 15, 2019 BETWEEN:Arrangement Agreement • June 20th, 2019 • Acreage Holdings, Inc. • Retail-miscellaneous retail
THEREFORE, in consideration of the mutual covenants contained herein (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:
ARRANGEMENT AGREEMENT April 18, 2019Arrangement Agreement • April 30th, 2019 • Acreage Holdings, Inc. • Retail-miscellaneous retail • British Columbia
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 29th, 2019 • Acreage Holdings, Inc. • Delaware
VOTING SUPPORT AGREEMENTVoting Support Agreement • October 31st, 2022 • Acreage Holdings, Inc. • Retail-miscellaneous retail • British Columbia
WHEREAS, in connection with an arrangement agreement between the Purchaser, Canopy and Acreage Holdings, Inc. (the “Company”) dated as of the date hereof (as may be amended, modified or supplemented from time to time in accordance with its terms, the “Arrangement Agreement”), the Purchaser proposes to, among other things, acquire all of the terms Class D subordinate voting shares of the Company (the “Company Floating Shares”);
SIXTH AMENDMENT TO ARRANGEMENT AGREEMENTArrangement Agreement • April 3rd, 2024 • Acreage Holdings, Inc. • Retail-miscellaneous retail
THEREFORE, in consideration of the mutual covenants contained herein (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:
DIRECTOR AND OFFICER INDEMNITY AGREEMENTIndemnification & Liability • May 29th, 2020 • Acreage Holdings, Inc. • Retail-miscellaneous retail • British Columbia
THIS INDEMNITY AGREEMENT (the “Agreement”) is made as of this 14th day of November, 2018, between Acreage Holdings, Inc. (the “Corporation”), a corporation existing under the Business Corporations Act (British Columbia) and [●] (the “Indemnified Party”).
SECOND AMENDMENT TO ARRANGEMENT AGREEMENTArrangement Agreement • September 28th, 2020 • Acreage Holdings, Inc. • Retail-miscellaneous retail • British Columbia
WHEREAS the Purchaser and the Company are parties to an arrangement agreement dated April 18, 2019, as amended on May 15, 2019 (the “Arrangement Agreement”);
CANOPY USA, LLC and CANOPY GROWTH CORPORATION and ACREAGE HOLDINGS, INC. ARRANGEMENT AGREEMENT October 24, 2022Arrangement Agreement • October 31st, 2022 • Acreage Holdings, Inc. • Retail-miscellaneous retail • British Columbia
WHEREAS, in connection with an arrangement agreement between the Purchaser, Canopy and Acreage Holdings, Inc. (the “Company”) dated as of the date hereof (as may be amended, modified or supplemented from time to time in accordance with its terms, the “Arrangement Agreement”), the Purchaser proposes to, among other things, acquire all of the terms Class D subordinate voting shares of the Company (the “Company Floating Shares”);
VOTING SUPPORT AND LOCK-UP AGREEMENTVoting Support and Lock-Up Agreement • August 19th, 2020 • Acreage Holdings, Inc. • Retail-miscellaneous retail • British Columbia
WHEREAS, in connection with a proposal agreement between the Purchaser and the Company dated June 24, 2020 (as may be amended, modified or supplemented from time to time in accordance with its terms, the “Proposal Agreement”), the Company proposes to, among other things, amend the terms of the subordinate voting shares (the “Company Subordinate Voting Shares”), proportionate voting shares (the “Company Proportionate Voting Shares”) and multiple voting shares (the “Company Multiple Voting Shares” and collectively with the Company Subordinate Voting Shares and the Company Proportionate Voting Shares, the “Company Shares”) of the Company;
AMENDMENT NO. 2 TO CREDIT AGREEMENT (ACREAGE FINANCE DELAWARE, LLC)Credit Agreement • March 11th, 2021 • Acreage Holdings, Inc. • Retail-miscellaneous retail • New York
THIS CREDIT AGREEMENT, dated as of March 6, 2020 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among Acreage Finance Delaware, LLC, a Delaware limited liability company, as Borrower, Acreage IP Holdings, LLC, a Nevada limited liability company, as the IP Guarantor, Prime Wellness of Connecticut, LLC, a Connecticut limited liability company (“Prime Wellness Connecticut”), D&B Wellness, LLC a Connecticut limited liability company (“D&B Wellness Connecticut”), Thames Valley Apothecary, LLC a Connecticut limited liability company (“TVA Connecticut”), and IP Investment Company, LLC, a Delaware limited liability company, as Lender and as Administrative Agent and Collateral Agent (the “Agent”).
AGENCY AGREEMENTAgency Agreement • February 13th, 2020 • Acreage Holdings, Inc. • Retail-miscellaneous retail • Ontario
The undersigned, Canaccord Genuity Corp. (the “Agent”), understands that Acreage Holdings, Inc. (the “Company”) proposes to create, offer, issue and sell up to 6,085,192 special warrants of the Company (the “Initial Special Warrants”), at a price of US$4.93 per Special Warrant (the “Issue Price”), for aggregate gross proceeds to the Company of approximately US$30,000,000.
SUPPORT AGREEMENTSupport Agreement • January 29th, 2019 • Acreage Holdings, Inc. • British Columbia
HSCP CN HOLDINGS ULC as Borrower and ACREAGE FINANCE DELAWARE, LLC as Guarantor and THE LENDERS LISTED ON THE SIGNATURE PAGES as Lenders and as Administrative Agent CREDIT AGREEMENT FEBRUARY 7, 2020Credit Agreement • February 13th, 2020 • Acreage Holdings, Inc. • Retail-miscellaneous retail • Alberta
Credit Agreement dated February 7, 2020 among HSCP CN Holdings ULC, as Borrower, Acreage Finance Delaware, LLC, as Guarantor, the lenders from time to time party hereto, as Lenders, and ##############, as Administrative Agent.
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HIGH STREET CAPITAL PARTNERS, LLCLimited Liability Company Agreement • February 8th, 2021 • Acreage Holdings, Inc. • Retail-miscellaneous retail • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of [___________________] (the “Effective Time”), is entered into by and among High Street Capital Partners, LLC, d/b/a Acreage Holdings, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HIGH STREET CAPITAL PARTNERS, LLCLimited Liability Company Agreement • May 29th, 2020 • Acreage Holdings, Inc. • Retail-miscellaneous retail • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of [___________________] (the “Effective Time”), is entered into by and among High Street Capital Partners, LLC, d/b/a Acreage Holdings, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
FIRST AMENDMENT TO CREDIT AGREEMENT AND INCREMENTAL INCREASE ACTIVATION NOTICECredit Agreement • October 31st, 2022 • Acreage Holdings, Inc. • Retail-miscellaneous retail • New York
CREDIT AGREEMENT (this “Agreement”), is entered into as of December 16, 2021, by and among HIGH STREET CAPITAL PARTNERS, LLC, a Delaware limited liability company (“Borrower”), ACREAGE HOLDINGS, INC., a corporation existing under the laws of the Province of British Columbia (“Parent”), each lender identified on the signature pages hereof (each such lender, together with its respective successors and permitted assigns, is referred to hereinafter, individually as a “Lender” and collectively, as the “Lenders”), AFC AGENT LLC, a Delaware limited liability company, as co-agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), and VRT AGENT LLC, a Delaware limited liability company, as co-agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Co Agent”).
LOCK-UP AGREEMENTLock-Up Agreement • January 29th, 2019 • Acreage Holdings, Inc. • Ontario
This LOCK-UP AGREEMENT (this “Agreement”) is dated as of September 21, 2018, by and between High Street Capital Partners, LLC, a limited liability company incorporated under the laws of the State of Delaware (“Acreage”) and Michael Stein (“Shareholder”).
TAX RECEIVABLE AGREEMENT by and among ACREAGE HOLDINGS AMERICA, INC., HIGH STREET CAPITAL PARTNERS, LLC, and THE MEMBERS OF HIGH STREET CAPITAL PARTNERS, LLC FROM TIME TO TIME PARTY HERETO Dated as of November 14, 2018Tax Receivable Agreement • January 29th, 2019 • Acreage Holdings, Inc. • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of November 14, 2018, is hereby entered into by and among Acreage Holdings America, Inc., a Nevada corporation (the “U.S. Corporation”), High Street Capital Partners, LLC, a Delaware limited liability company (the “U.S. LLC”) and each of the Members from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
SUPPORT AGREEMENTSupport Agreement • January 29th, 2019 • Acreage Holdings, Inc. • British Columbia
LOAN AGREEMENTLoan Agreement • November 4th, 2020 • Acreage Holdings, Inc. • Retail-miscellaneous retail • New York
This LOAN AGREEMENT (as amended, restated, modified and/or supplemented, from time to time, this “Agreement”), dated as of October 30, 2020, is made by and among HIGH STREET CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Borrower”), those Persons from time to time party to this Agreement as a “Lender” (collectively, the “Lenders” and individually, each a “Lender”), and ACQUIOM AGENCY SERVICES LLC, a Colorado limited liability company, as administrative and collateral agent (“Agent”) for the Lenders.
CANOPY GROWTH CORPORATION and ACREAGE HOLDINGS, INC. PROPOSAL AGREEMENT June 24, 2020Proposal Agreement • June 30th, 2020 • Acreage Holdings, Inc. • Retail-miscellaneous retail • British Columbia
WHEREAS, in connection with a proposal agreement between the Purchaser and Acreage Holdings, Inc. (the “Company”) dated as of the date hereof (as may be amended, modified or supplemented from time to time in accordance with its terms, the “Proposal Agreement”), the Company proposes to, among other things, amend the terms of the subordinate voting shares (the “Company Subordinate Voting Shares”), proportionate voting shares (the “Company Proportionate Voting Shares”) and multiple voting shares (the “Company Multiple Voting Shares” and together with the Company Subordinate Voting Shares and the Company Proportionate Voting Shares, the “Company Shares”) of the Company;
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 19th, 2024 • Acreage Holdings, Inc. • Retail-miscellaneous retail • New York
THIS INDEBTEDNESS GOVERNED HEREBY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX PURPOSES. FOR FURTHER INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE YIELD TO MATURITY OF SUCH INDEBTEDNESS, THE LENDER SHOULD CONTACT COREY SHEAHAN AT ADDRESS: 366 MADISON AVENUE, 14th FLOOR, NEW YORK, NEW YORK, 10017 AND E-MAIL: [****] WHO WILL PROMPTLY MAKE SUCH INFORMATION AVAILABLE.
ACREAGE HOLDINGS, INC. - and - ODYSSEY TRUST COMPANY - and - EACH OF THE PERSONS LISTED ON SCHEDULE “A” HERETO COATTAIL AGREEMENT November 14, 2018Coattail Agreement • January 29th, 2019 • Acreage Holdings, Inc. • British Columbia
Acreage Holdings, Inc. New York, NY 10163Standby Equity Distribution Agreement • January 28th, 2021 • Acreage Holdings, Inc. • Retail-miscellaneous retail • Alberta
Reference is made to: (a) the Standby Equity Distribution Agreement dated as of May 29, 2020 (the “SEDA”) between SAFMB Concord LP (the “Investor”) and Acreage Holdings, Inc. (the “Company”); and (b) the letter agreement dated September 28, 2020 (the “September Letter Agreement”) from the Company to the Investor. Capitalized terms used but not defined herein have the meanings ascribed to them in the SEDA.
AMENDMENT NO. 1 TO HSCP CN HOLDINGS II ULC LOAN AGREEMENTLoan Agreement • December 22nd, 2021 • Acreage Holdings, Inc. • Retail-miscellaneous retail
This AMENDMENT NO. 1, (this “ Amendment No. 1”) dated as of this 16th day of December, 2021, to the Loan Agreement, dated as of September 28, 2020 (the “Loan Agreement”), among HSCP CN HOLDINGS II ULC (the “Borrower”), HIGH STREET CAPITAL PARTNERS, LLC (the “Guarantor” together with the Borrower herein sometimes collectively referred to as the “Credit Parties”) and [***] (the “Lender”), is entered into by the Credit Parties and the Lender. Unless otherwise indicated, all capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement.
FORM 4 LISTING AGREEMENTListing Agreement • January 29th, 2019 • Acreage Holdings, Inc. • Ontario
IN CONSIDERATION of the listing of the securities referred to in the Issuer’s Listing Statement or in consideration of the subsequent listing of all other securities, the undersigned (hereinafter called the “Issuer”) hereby agrees with CNSX Markets Inc. (hereinafter called “CSE”, the “Exchange” or “Canadian Securities Exchange”) that:
SECOND AMENDING AGREEMENTCredit Agreement • May 29th, 2020 • Acreage Holdings, Inc. • Retail-miscellaneous retail • Alberta
AND WHEREAS the Borrower, the Guarantor, the Administrative Agent and the Lenders wish to enter into this Second Amending Agreement to set forth certain amendments to the Credit Agreement and to otherwise confirm the provisions of Amended Credit Agreement;
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HIGH STREET CAPITAL PARTNERS, LLCLimited Liability Company Agreement • May 29th, 2020 • Acreage Holdings, Inc. • Retail-miscellaneous retail • Delaware
THIS FIRST AMENDMENT (this “Amendment”) TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HIGH STREET CAPITAL PARTNERS, LLC (the “Company”) is made and entered into as of this 10th day of May, 2019, by and among the Manager and Acreage Holdings America, Inc. (the “Majority Member”).
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • April 1st, 2021 • Acreage Holdings, Inc. • Retail-miscellaneous retail • New York
THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT dated as of March 29, 2021 (this “Amendment”), is the fourth amendment to the Credit Agreement (as defined below) and is entered into by and among ACREAGE FINANCE DELAWARE, LLC, a Delaware limited liability company, as the borrower under the Credit Agreement (in such capacity, the “Borrower”), ACREAGE IP HOLDINGS, LLC, a Nevada limited liability company, as a guarantor under the Credit Agreement, and IP INVESTMENT COMPANY, LLC, a Delaware limited liability company, as Lender under the Credit Agreement (in such capacity, a “Lender”) and as administrative agent and collateral agent under the Credit Agreement (in each such capacity, the “Agent”). Capitalized terms used but not defined herein have the meanings provided in the Credit Agreement.
LOAN AGREEMENTLoan Agreement • June 22nd, 2020 • Acreage Holdings, Inc. • Retail-miscellaneous retail • New York
This LOAN AGREEMENT (as amended, restated, modified and/or supplemented, from time to time, this “Agreement”), dated as of June 16, 2020, is made by and between HIGH STREET CAPITAL PARTNERS, LLC (the “Borrower”), and ALBF INVESTMENTS, LLC (“Lender”).
