Exhibit 10.1

EXECUTION VERSION

HSCP CN HOLDINGS II ULC

as Borrower

and

HIGH STREET CAPITAL PARTNERS, LLC

as Guarantor

and

[REDACTED - LENDER NAME]

as Lender

loan agreement

September 28, 2020

Stikeman Elliott LLP

LOAN AGREEMENT

Loan Agreement dated September 28, 2020 among HSCP CN Holdings II ULC, as Borrower, High Street Capital Partners, LLC, as Guarantor, and [REDACTED - LENDER NAME], as Lender.

ARTICLE 1
INTERPRETATION

Section 1.1         Defined Terms.

As used in this Agreement, the following terms have the following meanings:

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” means this loan agreement as amended, modified, extended, renewed, replaced, restated, supplemented or refinanced from time to time; and the expressions “Article” and “Section” followed by a number mean and refer to the specified Article or Section of this Agreement.

“Annual Review Fee” has the meaning specified in Section 2.6.

“Anti-Terrorism Laws” means any law, judgment, order, executive order, decree, ordinance, rule or regulation related to terrorism financing, money laundering or Sanctions including Part II.1 and Part XII.2 of the Criminal Code, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, S.C. 2000, c. 17, and regulations promulgated pursuant to the Special Economic Measures Act, S.C. 1992, c. 17, the United Nations Act, R.S.C. 1985, c. U-2 and the Justice for Victims of Corrupt Foreign Officials Act, S.C. 2017, c. 21.

“Applicable Law” means, (a) any domestic or foreign statute, law (including common and civil law), treaty, code, ordinance, rule, regulation, restriction or by-law (zoning or otherwise); (b) any judgment, order, writ, injunction, determination, decision, ruling, decree or award; (c) any regulatory or stock exchange policy, practice, guideline or directive; or (d) any franchise, licence, qualification, authorization, consent, exemption, waiver, right, permit or other approval of any Governmental Authority, binding on or affecting the Person referred to in the context in which the term is used or binding on or affecting the Assets of such Person, in each case whether or not having the force of law, provided that, unless specifically included, the Federal Cannabis Laws are specifically excluded.

“Approved Fund” means any Fund that is administered or managed by (a) the Lender, (b) an Affiliate of the Lender or (c) an entity or an Affiliate of an entity that administers or manages the Lender.

“Asset” means, with respect to any Person, any property (including real property), assets and undertakings of such Person of every kind and wheresoever situate, whether now owned or hereafter acquired (and, for greater certainty, includes any equity or like interest of such Person in any other Person).

“Assignee” has the meaning specified in Section 9.7.

“Borrower” means HSCP CN Holdings II ULC, an unlimited liability corporation incorporated under the laws of Alberta, and its successors and permitted assigns.

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which banks are closed for business in Calgary, Alberta.

“Canopy” means Canopy Growth Corporation and each successor thereto.

“Canopy Option” means Canopy’s option to acquire certain of the issued and outstanding securities of the Parent in accordance with the Parent’s constating documents as amended in connection with the plan of arrangement implemented by the Parent on June 27, 2019, as such plan of arrangement was amended on September 23, 2020.

“Capital Lease” means a lease that would, in accordance with GAAP, be treated as a balance sheet liability.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption, making, issuance or taking effect of any Applicable Law, (b) any change in any Applicable Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) compliance by any Lender with any request, rule, regulation, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement, provided that notwithstanding anything herein to the contrary (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith or in implementation thereof, and (ii) all requests, rules, regulations, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the Canadian, United States or foreign regulatory authorities, in each case, pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Change of Control” means the occurrence of any of the following events: (a) any Person (or any successor to it continuing from any amalgamation, merger or other reorganization) or group of Persons acting jointly or in concert (as such concept is defined in National Instrument 62-104 - Take-over Bids and Issuer Bids) becoming the owner, directly or indirectly, beneficially or of record, of Equity Securities representing more than 50% of the aggregate ordinary voting power represented by the outstanding share capital of the Parent, (b) any sale, lease, exchange or other transfer (in one transaction or series of related transactions) of all or substantially all of the Parent’s and its subsidiaries, on a consolidated basis, property and assets, (c) the Parent’s shareholders approve any plan or proposal for the liquidation or dissolution of the Parent, or (d) the Parent ceases to own, directly or indirectly, 100% of the Equity Securities of the Credit Parties; provided, however, that none of the following events shall constitute a “Change of Control”: (i) the acquisition of outstanding Equity Securities by Canopy or an affiliate thereof pursuant to the Canopy Option, (ii) Mr. Kevin Murphy ceasing to hold Equity Securities representing more or less than 50% of the aggregate ordinary voting power represented by the outstanding share capital of the Parent, or (iii) any event or circumstance in which the public shareholders of the Parent immediately prior to such event or circumstance continue to, directly or indirectly, own substantially all of the Parent’s and its subsidiaries property and assets through the ownership in a successor to, or assignee of, the Parent under this Agreement.

“Closing Date” means September 28, 2020 or such other date as agreed by the parties hereto.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have corresponding meanings.

“Credit Parties” means, collectively, the Borrower and the Guarantors.

“Criminal Code” means the Criminal Code (Canada), R.S.C. 1985, c.C-46.

“Debt” of any Person means (without duplication):

The Debt of any Person shall include the Debt of any other entity (including a partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or relationship with such entity, except (other than in the case of general partner liability) to the extent that the terms of such Debt expressly provide that such Person is not liable therefor.

“Default” means an event which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

“Derivatives Agreement” means any agreement relating to a transaction of a type commonly considered to be a derivatives or hedging transaction or any combination of such transactions, in each case, whether relating to one or more of currencies, interest, commodities, securities or other matters, including (a) any option, collar, floor or cap, (b) any forward contract, and (c) any rate swap, basis swap, commodity swap, cross-currency swap or other swap or contract for differences.

“Equity Securities” means, with respect to any Person, any and all shares, interests, participations, rights in, or other equivalents (however designated and whether voting or non-voting) of, such Person’s capital, including any interest in a partnership, limited partnership or other similar Person and any beneficial interest in a trust, and any and all rights, warrants, options or other rights exchangeable for or convertible into any of the foregoing.

“Event of Default” has the meaning specified in Section 8.1.

“Excluded Taxes” means, with respect to the Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder or under any other Loan Document, (a) Taxes imposed on or measured by its net income, capital gains or capital, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, or that are Other Connection Taxes, (b) any branch profits taxes or any similar tax imposed by any jurisdiction in which the Lender is located, (c) any Taxes imposed under FATCA, and (d) any Taxes required to be deducted or withheld under the Income Tax Act from any ‎payment under the Loan Documents as a result of: (1) the recipient (or beneficial ‎holder of the Loan) not dealing at arm’s length (within the meaning of the Income ‎Tax Act) with the Borrower, or (2) the recipient being a “specified non-resident ‎shareholder” of the Borrower or not dealing at arm’s length with a “specified ‎shareholder” of the Borrower (in each case within the meaning of the Income Tax ‎Act) (other than where the non-arm’s length relationship arises, or where the ‎recipient is a “specified non-resident shareholder”, or does not deal at arm’s length ‎with a “specified shareholder”, as a result of such Person having become a party to, ‎received or perfected a security interest under, or received or enforced any rights ‎under, any Loan Document)‎.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor ‎version that is substantively comparable),‎ any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements or implementing legislation enacted by any jurisdiction with respect to such intergovernmental agreements.‎

“Federal Cannabis Laws” means the Controlled Substances Act, 21 USC 801 et seq. as it applies to marijuana (including any implementing regulations and schedules in effect at the relevant time) or any other federal law of the United States the violation of which is predicated upon a violation of the Controlled Substances Act as it applies to marijuana.

“Fees” means the fees payable by the Borrower under this Agreement, including the Annual Review Fee.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means the accounting principles generally accepted in Canada and/or the United States, as may be adopted by the Parent from time to time in accordance with applicable securities legislation.

“Governmental Authority” means the government of Canada or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including any supranational bodies such as the European Union or the European Central Bank and including a Minister of the Crown, Superintendent of Financial Institutions or other comparable authority or agency, any securities exchange and any self-regulatory organization.

“Guarantees” means the guarantee dated as of the date hereof given by the Guarantor in favour of the Lender, in form and substance satisfactory to the Lender, as may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Guarantor” means High Street Capital Partners, LLC, a limited liability company incorporated under the laws of Delaware, and its successors and permitted assigns.

“Income Tax Act” means the Income Tax Act (Canada), as amended from time to time.‎

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitee” has the meaning specified in Section 9.5(2).

“Information” has the meaning specified in Section 9.13(2).

“Lender” means [REDACTED - LENDER NAME], its successors and assigns.

“Lien” means any mortgage, deed of trust, trust or deemed trust, lien (statutory or otherwise), pledge, assignment, hypothecation, encumbrance, charge, security interest, deposit arrangement, royalty interest, claim, right of detention or seizure, right of distraint, easement, or right of set off (other than a right of set off arising in the ordinary course), including the interest of a vendor or a lessor under any conditional sale agreement, Capital Lease, title retention agreement or consignment agreement (or any financing lease having substantially the same economic effect as any of the foregoing), and any other agreement, trust or arrangement that in substance secures payment or performance of an obligation.

“Loan” means the term loan in the aggregate principal amount of US$33,000,000 to be made available to the Borrower by the Lender under this Agreement for the purposes set out in Section 2.3.

“Loan Commitment” has the meaning specified in Section 2.1(1).

“Loan Documents” means this Agreement, the Guarantees and all other documents to be executed and delivered to the Lender by the Credit Parties, or any of them, from time to time in connection with this Agreement or any other Loan Document.

“Loan Rate” means the 7.50% per annum.

“Material Adverse Effect” means (a) a material adverse effect on the business, operations, results of operations, Assets, liabilities or financial condition of the Credit Parties taken as a whole, (b) a material adverse effect on the ability of any of the Credit Parties to perform its obligations under any Loan Document to which it is a party, or (c) a material adverse effect on the rights and remedies of the Lender under any Loan Document.

“Maturity Date” means the date which is 36 months following the Closing Date or, if such date is not a Business Day, the immediately following Business Day.

“Obligations” means all debts, liabilities and obligations, present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by the Credit Parties, or any of them, to the Lender under, in connection with or pursuant to the Loan Documents, including the Loan, all accrued interest and Fees and all other amounts payable under this Agreement.

“Original Currency” has the meaning specified in Section 9.7.

“Other Connection Taxes” means, with respect to the Lender or ‎any other recipient of any payment to be made by or on account of any obligation of the ‎Borrower hereunder, Taxes imposed as a result of a present or former connection between ‎such recipient and the jurisdiction imposing such Tax (other than connections arising from ‎such recipient having executed, delivered, become a party to, performed its obligations ‎under, received payments under, received or perfected a security interest under, engaged in ‎any other transaction pursuant to or enforced any Loan Document, or sold or assigned an ‎interest in any Loan Document).‎

“Other Currency” has the meaning specified in Section 9.7(1).

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, in each case, including any interest, additions to tax or penalties applicable thereto.

“Parent” means Acreage Holdings, Inc., and its successors and permitted assigns.

“Permitted Liens” means, in respect of any Person, any Liens for Taxes which are not due or delinquent or the validity of which is being contested at the time by the Person in good faith by proper legal proceedings if adequate provision has been made for their payment and such Liens are not executed on or enforced against any of the Assets of any Credit Party.

“Person” means an individual, sole proprietorship, corporation, limited liability company, trust, joint venture, association, company, partnership, institution, public benefit corporation, investment or other fund, Governmental Authority or other entity, and pronouns have a similarly extended meaning.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Sanctioned Person” means any Person that is a designated target of Sanctions or is otherwise a subject of Sanctions, including as a result of being (a) owned, held or controlled by any person which is a designated target of Sanctions, (b) located or resident in, a national of, or organized under, the laws of any country that is subject to general or country-wide Sanctions, or (c) a “designated person”, a “politically exposed foreign person” or “terrorist group” as described in any Sanctions.

“Sanctions” means applicable economic or trade sanctions or other restrictive measures administered or enforced by a Governmental Authority (including, in Canada, Global Affairs Canada and Public Safety Canada) or other relevant sanctions authority which governs transactions in controlled goods or technologies or dealings with countries, entities, organizations or individuals subject to such economic or trade sanctions or restrictive measures.

“Solvent” means, (a) with respect to any Person organized under the laws of Canada or any province or territory thereof, on a particular date, that on such date, (i) such Person is not for any reason unable to meet its obligations as they generally become due, (ii) such Person has not ceased paying its current obligations in the ordinary course of business as they generally become due, and (iii) the aggregate property of such Person is, at a fair valuation, sufficient, or, if disposed of at a fairly conducted sale under legal process, would be sufficient, to enable payment of all its obligations, due and accruing due, and (b) with respect to any Person organized under the laws of a jurisdiction located within the United States on a particular date, that on such date (i) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (ii) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (iii) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (iv) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in light of all the ‎facts and circumstances existing at such time, represents the amount that can reasonably be expected ‎to become an actual or matured liability.‎

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“U.S. Dollars” and “US$” means lawful money of the United States of America.

Section 1.2         Gender and Number.

Any reference in the Loan Documents to gender includes all genders and words importing the singular number only include the plural and vice versa.

Section 1.3         Headings, etc.

The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and are not to affect the interpretation of this Agreement.

Section 1.4         Currency.

All references in the Loan Documents to $ or dollars, unless otherwise specifically indicated, are expressed in the currency of the United States of America.

Section 1.5         Certain Phrases, etc.

In any Loan Document (i) (y) the words “including” and “includes” mean “including (or includes) without limitation” and (z) the phrase “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”, (ii) in the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”, and references to “this Agreement”, “hereof” and “herein” and like references refer to such Loan Document and not to any particular Article, Section or other subdivision of such Loan Document.

Section 1.6         Non-Business Days.

Whenever any payment to be made hereunder shall be stated to be due or any action to be taken hereunder shall be stated to be required to be taken on a day other than a Business Day, such payment shall be made or such action shall be taken on the next succeeding Business Day and, in the case of the payment of any amount, the extension of time shall be included for the purposes of computation of interest, if any, thereon.

Section 1.7         Accounting Terms.

All accounting terms not specifically defined in this Agreement shall be interpreted in accordance with GAAP.

Section 1.8         Conflict.

The provisions of this Agreement prevail in the event of any conflict or inconsistency between its provisions and the provisions of any of the other Loan Documents.

Section 1.9         Certificates.

Any certificate required by the terms of this Agreement or any other Loan Document to be given by an officer of the Borrower for and on behalf of any Credit Party shall be given without any personal liability on the part of the officer giving the certificate.

Section 1.10       References to Agreements.

Any reference in this Agreement to any agreement or document means such agreement or document as the same may have been or may from time to time be amended, modified, extended, renewed, restated, replaced or supplemented in accordance herewith and therewith.

Section 1.11       Statutes.

Any reference in this Agreement to a statute refers to such statute and all rules and regulations made under it as the same may have been or may from time to time be amended, re-enacted or replaced.

ARTICLE 2
CREDIT FACILITY

Section 2.1         Availability.

Section 2.2         Interest.

Section 2.3         Use of Proceeds.

The Borrower shall use the proceeds of the Loan for general corporate purposes.

Section 2.4         Mandatory Repayments.

The Borrower shall repay (subject to Section 8.1) the Loan, together with all accrued interest and Fees and all other amounts payable in connection with the Loan, on the Maturity Date.

Section 2.5         Optional Prepayments.

At any time after September 28, 2022, upon five Business Days’ notice to the Lender specifying (i) the date of prepayment, and (ii) the amount to be prepaid, the Borrower may prepay all or any portion of the Loan together with all interest accrued thereon to that date, without any premium, bonus, penalty or other charge. Each partial prepayment or reduction shall be in an aggregate principal amount of US$1,000,000 or an integral multiple of such amount.

Section 2.6         Fees.

The Borrower shall pay to the Lender an annual review fee of [REDACTED - COMMERCIALLY SENSITIVE] (the “Annual Review Fee”) on each of the first and second 12-month anniversary of the Closing Date.

Section 2.7      Payments under this Agreement.

All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or set-off. Unless otherwise expressly provided in this Agreement, the Borrower shall make any payment required to be made by it to the Lender by depositing the amount of the payment an account specified by the Lender in immediately available funds not later than 10:00 a.m. (Calgary time) on the date the payment is due.

Section 2.8         Application of Payments and Prepayments.

Section 2.9         Computations of Interest and Fees.

ARTICLE 3
CONDITIONS OF LENDING

Section 3.1         Conditions Precedent to the Loan Advance.

The obligation of the Lender to make the Loan is subject to fulfilment of the following conditions precedent at the time the Loan is made:

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES

Section 4.1         Representations and Warranties of the Credit Parties.

Each Credit Party jointly and severally represents and warrants to the Lender, acknowledging and confirming that the Lender is relying on such representations and warranties without independent inquiry in entering into this Agreement and providing the Loan that:

Section 4.2      Survival of Representations and Warranties.

The representations and warranties in this Agreement and in any certificates or documents delivered to the Lender shall not merge in or be prejudiced by and shall survive the advance of the Loan and shall continue in full force and effect so long as any amounts are owing by the Borrower to the Lender under this Agreement.

ARTICLE 5
REPRESENTATION AND WARRANTY OF THE LENDER

Section 5.1      Representations and Warranties of the Lender.

The Lender represents and warrants to the Credit Parties, acknowledging and confirming that the Credit Parties are relying on such representation and warranty without independent inquiry in entering into this Agreement, that the Lender is a “Canadian partnership” within the meaning of the Income Tax Act.

Section 5.2      Survival of Representations and Warranties.

The representations and warranties in this Agreement and in any certificates or documents delivered to the Credit Parties shall not merge in or be prejudiced by and shall survive the advance of the Loan and shall continue in full force and effect so long as any amounts are owing by the Borrower to the Lender under this Agreement.

ARTICLE 6
COVENANTS OF THE BORROWER

Section 6.1      Affirmative Covenants.

So long as any amount owing under this Agreement remains unpaid or the Lender has any obligation under this Agreement, and unless consent is given in accordance with Section 9.1, the Borrower and each other Credit Party shall do the following:

Section 6.2      Negative Covenants.

So long as any amount owing under this Agreement remains unpaid or the Lender has any obligation under this Agreement and, unless consent is given in accordance with Section 9.1, the Borrower and each other Credit Party shall not:

ARTICLE 7
CHANGES IN CIRCUMSTANCES

Section 7.1      Increased Costs.

and the result of any of the foregoing shall be to increase the cost to the Lender of making, maintaining, issuing or participating in the Loan (or of maintaining its obligation to make, issue or participate in the Loan), or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or any other amount), then upon request of the Lender the Borrower will pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered.

Section 7.2      Taxes.

Section 7.3      Illegality.

If the Lender determines that any Applicable Law (including Federal Cannabis Law) has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender or its applicable lending office to make, maintain, issue or participate in, the Loan (or to maintain any such obligation to make, issue or participate in the Loan), or to determine or charge interest rates based upon any particular rate, then, on notice thereof by the Lender to the Borrower, any obligation of the Lender with respect to the activity that is unlawful shall be suspended until the Lender notifies the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from the Lender, prepay or take any necessary steps with respect to the Loan, in order to avoid the activity that is unlawful. Upon any such prepayment, the Borrower shall also pay accrued interest on the amount so prepaid and any applicable breakage costs and amounts as a result of prepayment to the Lender.

ARTICLE 8
EVENTS OF DEFAULT

Section 8.1      Events of Default.

If any of the following events occurs and is continuing and has not been cured, remedied or waived within three Business Days following the occurrence of such event (each an “Event of Default”), provided that, for the avoidance of doubt, such three Business Days shall only commence following the expiry of any grace, remedy or cure period contemplated in this Section 8.1:

then the Lender may declare the Loan, all accrued interest and Fees and all other amounts payable under this Agreement to be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are expressly waived by the Borrower.

Section 8.2      Remedies Upon Default.

Section 8.3      Right of Set-off.

If an Event of Default has occurred and is continuing, Lender and each of its Affiliates is hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by the Lender or any such Affiliate to or for the credit or the account of the Credit Parties against any and all of the obligations of the Credit Parties now or hereafter existing under this Agreement or any other Loan Document to the Lender, irrespective of whether or not the Lender has made any demand under this Agreement or any other Loan Document and although such obligations of the Credit Parties may be contingent or unmatured. The rights of each of the Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off, consolidation of accounts and bankers’ lien) that the Lender or its Affiliates may have. The Lender may notify the Borrower after any such set-off and application, but the failure to give such notice shall not affect the validity of such set-off and application.

ARTICLE 9
MISCELLANEOUS

Section 9.1      Amendments, etc.

No amendment or waiver of any provision of any of the Loan Documents, nor consent to any departure by the Borrower or any other Person from such provisions, shall be effective unless in writing and approved by the Lender. Any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

Section 9.2      Waiver.

Section 9.3      Evidence of Debt.

The indebtedness of the Borrower resulting from the advance of the Loan shall be evidenced by the records of the Lender which shall constitute prima facie evidence of such indebtedness.

Section 9.4      Notices: Effectiveness; Electronic Communication.

c/o Acreage Holdings, Inc.

450 Lexington Avenue, #3308

New York, NY 10163

USA

Attention:      Glen Leibowitz, Chief Financial Officer

Telephone:      [REDACTED - PERSONAL INFORMATION]
E-mail:            [REDACTED - PERSONAL INFORMATION]

[REDACTED - LENDER NAME]
[REDACTED - PERSONAL INFORMATION]

Section 9.5      Expenses; Indemnity; Damage Waiver.

Section 9.6      Successors and Assigns.

Section 9.7      Judgment Currency.

Section 9.8      Interest on Amounts.

Without duplication of any amounts contemplated in Section 2.2(3) and except as may be expressly provided otherwise in this Agreement, all amounts owed by the Borrower to the Lender, which are not paid when due (whether at stated maturity, on demand, by acceleration or otherwise) shall bear interest (both before and after default and judgment), from the date on which such amount is due until such amount is paid in full, payable on demand, at the Loan Rate, calculated daily and compounded monthly.

Section 9.9      Governing Law: Jurisdiction: Etc.

Section 9.10      Entire Agreement.

This Agreement together with the other Loan Documents constitutes the whole and entire agreement between the parties and cancels and supersedes any prior agreements, undertakings, declarations and representations, written or verbal, in respect of the subject matter of this Agreement and the other Loan Documents, and any other written agreements that are expressly stated to survive the effectiveness of this Agreement.

Section 9.11      Waiver of Jury Trial.

Each party hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (whether based on contract, tort or any other theory). Each party hereto (a) certifies that no representative, agent or attorney of any other Person has represented, expressly or otherwise, that such other Person would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the other Loan Documents by, among other things, the mutual waivers and certifications in this Section.

Section 9.12      Counterparts: Integration: Effectiveness: Electronic Execution.

Section 9.13      Treatment of Certain Information: Confidentiality.

Section 9.14      Severability.

If any court of competent jurisdiction from which no appeal exists or is taken, determines any provision of this Agreement to be illegal, invalid or unenforceable, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.

Section 9.15      Time of the Essence.

Time is of the essence in this Agreement.

Section 9.16      No Fiduciary Duty.

The Lender and its Affiliates (collectively, solely for purposes of this Section 9.16, the “Lenders”), may have economic interests that conflict with those of the Borrower, its shareholders and its Affiliates. The Borrower agrees that nothing in the Loan Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower, its shareholders or its Affiliates, on the other hand. The Borrower acknowledges and agrees that (a) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower, on the other hand, and (b) in connection therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favour of the Borrower, its shareholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its shareholders or its Affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (ii) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, shareholders, creditors or any other person. The Borrower acknowledges and agrees that the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transactions or the process leading thereto.

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IN WITNESS WHEREOF the parties have executed this Loan Agreement.

Credit Agreement