0000950123-20-012585 Sample Contracts
TRUST INDENTURE DATED AS OF THE 18th DAY OF JUNE, 2019 BETWEEN TRULIEVE CANNABIS CORP., AS ISSUER AND ODYSSEY TRUST COMPANY, AS TRUSTEETrust Indenture • December 11th, 2020 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • British Columbia
Standard Contracts
TRULIEVE CANNABIS CORP. AMENDED AND RESTATED WARRANT TO PURCHASE 761,355 SHARES OF COMMON STOCKWarrant Agreement • December 11th, 2020 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • Florida
THIS CERTIFIES THAT, for value received, the JASON B. PERNELL FAMILY TRUST DATED JULY 31, 2020 (and/or its assignee) is entitled to subscribe for and purchase Seven Hundred Sixty-One Thousand Three Hundred Fifty-Five (761,355) 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.
ASSET PURCHASE AGREEMENT by and among LIFE ESSENCE, INC., and PATIENT CENTRIC OF MARTHA’S VINEYARD LTD., dated as of October 1, 2020Asset Purchase Agreement • December 11th, 2020 • 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”).
Trulieve Share Distribution AgreementShare Distribution Agreement • December 11th, 2020 • Trulieve Cannabis Corp. • Medicinal chemicals & botanical products • British Columbia
This Share Distribution Agreement (the “Agreement”) is made as of July , 2020, by and between Trulieve Cannabis Corp. (the “Company”) and undersigned, on behalf of itself and all of its affiliates (the “Holder”).
DIRECTOR AND OFFICER INDEMNITY AGREEMENTIndemnification & Liability • December 11th, 2020 • 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”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • December 11th, 2020 • 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”).
EMPLOYMENT AGREEMENTEmployment 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”).
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, 2019Warrant 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”)
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, 2020Merger Agreement • December 11th, 2020 • 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”).
MERGER AGREEMENT among SCHYAN EXPLORATION INC./EXPLORATION SCHYAN INC., AND SCHYAN SUB, INC. AND TRULIEVE, INC. SEPTEMBER 11, 2018Merger 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”).
ADVISORY BOARD MEMBER AGREEMENTAdvisory 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”).
TRULIEVE CANNABIS CORP. - and - ODYSSEY TRUST COMPANY - and - EACH OF THE PERSONS LISTED ON SCHEDULE “A” HERETO COATTAIL AGREEMENT September 21, 2018Coattail Agreement • December 11th, 2020 • 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),
LEASE AGREEMENT between ONE MORE WISH, LLC, a Florida limited liability company as LANDLORD and TRULIEVE, INC., a Florida corporation as TENANT DATED: 4/29/2020Lease Agreement • December 11th, 2020 • 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.
LEASE AGREEMENTLease Agreement • December 11th, 2020 • 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”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2020 • 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2020 • 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”).
CONSULTING AGREEMENTConsulting Agreement • December 11th, 2020 • 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”).
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, 2020Merger Agreement • December 11th, 2020 • 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”).
LOAN AND SECURITY AGREEMENTLoan 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”).
SUPPLEMENTAL WARRANT INDENTURESupplemental Warrant Indenture • December 11th, 2020 • 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”)
