CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY FINANCING AGREEMENT Dated as of October 29, 2020, by and among ASCEND NEW JERSEY, LLC, as the Borrower, AWH NJ HOLDCO LLC, as Parent, AND EACH SUBSIDIARY OF PARENT LISTED AS A GUARANTOR ON THE SIGNATURE...Financing Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • New York
Financing Agreement, dated as of October 29, 2020, by and among Ascend New Jersey, LLC, a New Jersey limited liability company (the "Borrower"), AWH NJ Holdco LLC, a New Jersey limited liability company (the "Parent"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder, each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party hereto (each a "Lender" and collectively, the "Lenders"), [REDACTED], as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), and [REDACTED], as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent" and together with the Collateral Agent, each an "Agent" and collectively, the "Agents").
LEASE AGREEMENTLease Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • Michigan
This Lease Agreement (this "Lease"), dated July 2, 2019 (the "Execution Date"), is made between IIP-MI 3 LLC, a Delaware limited liability company ("Landlord"), and FPAW MICHIGAN LLC, a Michigan limited liability company ("Tenant").
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • New York
This Employment Agreement (this “Agreement”) dated as of March 23, 2021 (the “Effective Date”) is made and entered into by and between Ascend Wellness Holdings, LLC, a Delaware limited liability company with a principal place of business at 1411 Broadway, 16th Floor, New York, NY 10018 (the “Company”), and Daniel Neville, an individual whose principal business address is in care of the Company at 1411 Broadway, 16th Floor, New York, NY 10018 (the “Executive”).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement and Joint Escrow Instructions • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is entered into effective as of the 7th day of February 2020, by and between ASCEND ATHOL RE LLC, a Massachusetts limited liability company ("Seller"), and IIP OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("Buyer").
FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement and Joint Escrow Instructions • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products
THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is entered into effective as of the 20th day of March 2020, by and between ASCEND ATHOL RE LLC, a Massachusetts limited liability company ("Seller"), and IIP-MA 4 LLC, a Delaware limited liability company ("Buyer").
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY INVESTMENT AGREEMENT among MedMen NY, Inc. and MM ENTERPRISES USA, LLC and AWH New York, LLC and Ascend Wellness Holdings, LLC dated as of February 25, 2021Investment Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • New York
This Investment Agreement (this “Agreement”), dated as of February 25, 2021 (the “Agreement Date”), is entered into by and among MedMen NY, Inc., a New York corporation, (the “Company”), MM Enterprises USA, LLC, a Delaware limited liability company (“Company Parent”), AWH New York, LLC, a New York limited liability company (“Investor”) and Ascend Wellness Holdings, LLC, a Delaware limited liability company (“Investor Parent”).
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY INDUSTRIOUS MEMBERSHIP AGREEMENTMembership Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • New York
This Membership Agreement (“Agreement”) is made by and between the Industrious entity or entities (“Industrious”) and the member (“Member”) set forth below:
FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement and Joint Escrow Instructions • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products
THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is entered into effective as of the 13th day of March 2020, by and between ASCEND ATHOL RE LLC, a Massachusetts limited liability company ("Seller"), and IIP OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("Buyer").
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement and Joint Escrow Instructions • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products
THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is entered into effective as of the 6th day of March 2020, by and between ASCEND ATHOL RE LLC, a Massachusetts limited liability company ("Seller"), and IIP OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("Buyer").
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of this 5th day of September, 2019, by and between IIP-IL 1 LLC, a Delaware limited liability company (“Landlord”), and Revolution Cannabis – Barry, LLC, an Illinois limited liability company (as successor-in-interest to Ascend Illinois, LLC, “Tenant”).
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY Industrious MEMBERSHIP AGREEMENT AMENDMENTMembership Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products
This Industrious Membership Agreement Amendment ("Amendment") is made by and between the Industrious entity or entities ("Industrious") and the member ("Member") set forth below, and serves to modify that certain Industrious Membership Agreement executed by the parties dated (the "Agreement"):
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of this 18th day of August, 2020 (the “Amendment Effective Date”), by and between IIP-IL 1 LLC, a Delaware limited liability company (“Landlord”), and Revolution Cannabis – Barry, LLC, an Illinois limited liability company (as successor-in-interest to Ascend Illinois, LLC, “Tenant”).
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY COMMERCIAL LEASEConfidential Treatment • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • Illinois
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ASCEND ATHOL RE LLC a Massachusetts limited liability company "SELLER" AND IIP OPERATING PARTNERSHIP, LP a Delaware limited partnership "BUYER"...Purchase and Sale Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • Massachusetts
This Bill of Sale is being entered into pursuant to and in accordance with that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated effective [______], 2019, as amended and assigned, by and between Grantor, as "Seller," and Grantee, as "Buyer" ("Purchase Agreement").
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY CREDIT AND GUARANTY AGREEMENT dated as of October 15, 2020 among ASCEND WELLNESS HOLDINGS, LLC, as a Guarantor, ASCEND ILLINOIS HOLDINGS, LLC, ASCEND ILLINOIS, LLC, AND EACH OTHER ENTITY SIGNATORY...Credit and Guaranty Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of October 15, 2020, is entered into by and among ASCEND WELLNESS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), ASCEND ILLINOIS HOLDINGS, LLC, an Illinois limited liability company (“Ascend ILH”), ASCEND ILLINOIS, LLC, an Illinois limited liability company (“Ascend IL”), the SUBSIDIARIES OF HOLDINGS and other co-borrowers identified on the signature pages hereof (such Subsidiaries and other co-borrowers, together with Ascend ILH, Ascend IL and any other Person who becomes a borrower hereunder by executing a Counterpart Agreement, collectively, “Borrowers” and each individually, a “Borrower”), the SUBSIDIARIES OF HOLDINGS party hereto from time to time, as Guarantors, the Lenders party hereto from time to time, and SEVENTH AVENUE INVESTMENTS, LLC (“SAI”), as Administrative Agent (together with its successors and assigns in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its successors and
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY PLAN OF MERGERPlan of Merger • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • Illinois
THIS PLAN OF MERGER (the “Agreement”), executed and effective as of November_6_, 2018 (the “Effective Date”), by and among Ascend Wellness Holdings, LLC, a Delaware limited liability company (“AWH” and “Purchaser”), Ascend Illinois, LLC, an Illinois limited liability company (“AI”), HealthCentral, LLC, d/b/a HCI Alternatives, an Illinois limited liability company (“HC” and/or “Seller”), HealthCentral Illinois Holdings, LLC, an Illinois limited liability company (“HCI Holdings”), and Springfield Partners II, LLC, an Illinois limited liability company (“Springfield Partners II”). Springfield Partners II and HCI Holdings are collectively referred to herein as “Holding Companies”. AWH, HC, and Holding Companies are hereinafter collectively referred to as the “Parties.”
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY COMMERCIAL LEASEConfidential Treatment Requested - Redacted • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • Illinois
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY LEASE AGREEMENT BY AND BETWEEN - and – GREENLEAF COMPASSION CENTER, Tenant Dated: December 19, 2019Confidential Treatment • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products
Certain identified information has been omitted from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been omitted.
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT between ASCEND WELLNESS HOLDINGS, LLC and THE MEMBERS NAMED HEREIN Dated as of: March 2, 2021 Certain identified information has been...Limited Liability Company Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • Delaware
This Fifth Amended and Restated Limited Liability Company Agreement of Ascend Wellness Holdings, LLC, a Delaware limited liability company (the “Company”), is entered into as of March 2, 2021 and amends and restates that certain Fourth Amended and Restated Limited Liability Company Agreement dated as of November 3, 2020 (the “Prior Agreement”), and is entered into by and among the Company, those Persons listed as Members on Schedule A attached hereto, and each Person who after the date hereof becomes a Member of the Company and becomes a party to this Agreement by executing a Joinder Agreement. This Agreement supersedes any prior agreements relating to the subject matter hereof, including the Prior Agreement.
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY INDENTURE OF LEASEConfidential Treatment • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • Massachusetts
WAIVER AND FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT AND PLEDGE AND SECURITY AGREEMENTWaiver and First • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products
THIS WAIVER AND FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT AND PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of December 31, 2020, by and among Seventh Avenue Investments, LLC, a Delaware limited liability company (“SAI”), as Administrative Agent and Collateral Agent (the “Agent”), the Lenders identified on the signature pages hereof (together, the “Lenders”), and each Loan Party identified on the signature pages hereof (together, the “Loan Parties”).
ASCEND WELLNESS HOLDINGS, LLC (the “Company”) CONVERTIBLE NOTES OFFERING INSTRUCTIONSConvertible Note Purchase Agreement • March 29th, 2021 • Ascend Wellness Holdings, LLC • Medicinal chemicals & botanical products • Delaware
This CONVERTIBLE NOTE PURCHASE AGREEMENT, dated as of June 12, 2019 (this “Agreement”), is entered into by Ascend Wellness Holdings, LLC, a Delaware limited liability company (the “Company”) and the persons listed on Schedule I attached hereto (the “Investors”).
