TRUST INDENTURE DATED AS OF THE 16th DAY OF JULY, 2024 BETWEEN ASCEND WELLNESS HOLDINGS, INC., AS ISSUER AND ODYSSEY TRUST COMPANY, AS TRUSTEE PROVIDING FOR THE ISSUE OF NOTESTrust Indenture • July 22nd, 2024 • Ascend Wellness Holdings, Inc. • Medicinal chemicals & botanical products • Ontario
The undersigned (A) acknowledges that the sale of _______________________ (the “Securities”) of the Issuer, to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1) the undersigned is not (a) an “affiliate” (as that term is defined in Rule 405 under the U.S. Securities Act) of the Issuer, except solely by virtue of being an officer or director of the Issuer, (b) a “distributor” or (c) an affiliate of a distributor; (2) the offer of such Securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securit
PLEDGE AND SECURITY AGREEMENT dated as of July 16, 2024 among ASCEND WELLNESS HOLDINGS, INC. and CERTAIN OF ITS SUBSIDIARIES, as the Initial Grantors, and ODYSSEY TRUST COMPANY as Collateral Trustee...Pledge and Security Agreement • July 22nd, 2024 • Ascend Wellness Holdings, Inc. • Medicinal chemicals & botanical products • New York
GUARANTYGuaranty • July 22nd, 2024 • Ascend Wellness Holdings, Inc. • Medicinal chemicals & botanical products
THIS GUARANTY dated as of July 16, 2024, is executed by Chicago Alternative Health Center, LLC, an Illinois limited liability company, HealthCentral, LLC, an Illinois limited liability company, MOCA LLC, an Illinois limited liability company, Revolution Cannabis-Barry, LLC, an Illinois limited liability company, The Homecoming Group, LLC, an Illinois limited liability company, Ascend Maryland, LLC, a Maryland limited liability company, Ascend Mass, LLC, a Massachusetts limited liability company, MassGrow, LLC, a Massachusetts limited liability company, FPAW Michigan LLC, a Michigan limited liability company, Ascend New Jersey, LLC, a New Jersey limited liability company, BCCO, LLC, an Ohio limited liability company, Ohio Cannabis Clinic LLC, an Ohio limited liability company, and Story of PA CR, LLC, a Pennsylvania limited liability company (each of the foregoing a “Guarantor”) in favour of Odyssey Trust Company, as trustee (the “Trustee”) under the Indenture (as defined below).
