Common use of CONSENT OF ESCROW AGENT Clause in Contracts

CONSENT OF ESCROW AGENT. The undersigned Escrow Agent hereby agrees to: (i) accept the foregoing Agreement; (ii) establish the Escrow and be Escrow Agent under said Agreement; (iii) to make all filings required under Section 6045 of the Internal Revenue Code of 1986, as amended; and (iv) be bound by said Agreement in the performance of its duties as Escrow Agent; provided, however, the undersigned shall have no obligations, liability or responsibility under (a) this Consent or otherwise, unless and until said Agreement, fully signed by the parties, has been delivered to the undersigned, or (b) any amendment to said Agreement unless and until the same is accepted by the undersigned in writing. Dated: January ___, 2020 [REDACTED] By Name: Title: JOINERS' SEPARATE UNDERTAKING Pursuant to Section 15.16 of the foregoing Agreement, for value received, the undersigned, Ascend Wellness Holdings, LLC, a Massachusetts limited liability company, hereby acknowledges and agrees that the covenants, agreements, obligations, liabilities, indemnification undertakings, certifications, representations and warranties of Seller in the foregoing Agreement and in the Transaction Documents (as defined in the foregoing Agreement) shall be joint and several covenants, agreements, obligations, liabilities, indemnification undertakings, certifications, representations and warranties of Seller and of the undersigned, and may be enforced against Seller and/or the undersigned, concurrently or successively, in such order as Buyer may determine. The undersigned shall continue to be liable pursuant to this undertaking and the provisions hereof shall remain in full force and effect notwithstanding any modifications or amendment of the foregoing Agreement or the Transaction Documents or any other act, omission or conditions which might in any manner or to any extent vary the risk to the undersigned or might otherwise operate as a discharge or release of a guarantor or surety under any applicable law. The undersigned hereby fully and completely waives, releases and relinquishes (i) diligence and demand of payment, presentment, protest, dishonor and notice of dishonor; (ii) any and all other defenses and rights arising under applicable law, to the extent waivable; (iii) any and all benefits of any right of discharge under any and all statues or laws relating to a guarantor or surety, and (iv) any defense based upon the impairment, modification, change, release, discharge or limitation of the liability of Seller in bankruptcy, or resulting from or pursuant to, the application of the bankruptcy or insolvency laws of or any decision of any court of the United States or any state thereof. For the avoidance of doubt, the terms and conditions of this Xxxxxx'x Separate Undertaking shall survive the Closing. ASCEND WELLNESS HOLDINGS, LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Manager SITE PLAN [See attached] XXXXXXX X-0

CONSENT OF ESCROW AGENT. The undersigned Escrow Agent hereby agrees to: (i) accept the foregoing Agreement; (ii) establish the Escrow and be Escrow Agent under said Agreement; (iii) to make all filings required under Section 6045 of the Internal Revenue Code of 1986, as amended; and (iv) be bound by said Agreement in the performance of its duties as Escrow Agent; provided, however, the undersigned shall have no obligations, liability or responsibility under (a) this Consent or otherwise, unless and until said Agreement, fully signed by the parties, has been delivered to the undersigned, or (b) any amendment to said Agreement unless and until the same is accepted by the undersigned in writing. Dated: January ___May 1, 2020 [REDACTED] 2017 SETTLEMENT CORP By Name: /s/ Txxx X. Xxxxxxxxxx Title: JOINERS' Txxx X. Xxxxxxxxxx, Vice President 38 JXXXXX'X SEPARATE UNDERTAKING Pursuant to Section 15.16 17.16 of the foregoing Agreement, for value received, the undersigned, Ascend Wellness HoldingsWILLCO CONSTRUCTION COMPANY, LLCINC., a Massachusetts limited liability company, Maryland corporation hereby acknowledges and agrees that the covenants, agreements, obligations, liabilities, indemnification undertakings, certifications, representations and warranties of Seller in the foregoing Agreement and in the Transaction Documents (as defined in the foregoing Agreement) shall be joint and several covenants, agreements, obligations, liabilities, indemnification undertakings, certifications, representations and warranties of Seller and of the undersigned, and may be enforced against Seller and/or the undersigned, concurrently or successively, in such order as Buyer may determine, subject in all events to the limitation set forth in the Agreement, including the Basket and Maximum Liability (as such terms are defined in the foregoing Agreement), to the extent such limitations apply. The undersigned shall continue to be liable pursuant to this undertaking and the provisions hereof shall remain in full force and effect notwithstanding any modifications or amendment of the foregoing Agreement or the Transaction Documents or any other act, omission or conditions which might in any manner or to any extent vary the risk to the undersigned or might otherwise operate as a discharge or release of a guarantor or surety under any applicable law. The undersigned hereby fully and completely waives, releases and relinquishes (i) diligence and demand of payment, presentment, protest, dishonor and notice of dishonor; (ii) any and all other defenses and rights arising under applicable law, to the extent waivable; other than the defense of payment or those arising by reason of the application of either the Basket or Maximum Liability (iii) any and all benefits of any right of discharge under any and all statues or laws relating to a guarantor or surety, and (iv) any defense based upon the impairment, modification, change, release, discharge or limitation of the liability of Seller in bankruptcy, or resulting from or pursuant to, the application of the bankruptcy or insolvency laws of or any decision of any court of the United States or any state thereof. For the avoidance of doubt, the terms and conditions of this Xxxxxx'x Jxxxxx’x Separate Undertaking shall survive the Closing. ASCEND WELLNESS HOLDINGSWILLCO CONSTRUCTION CO, LLC INC. a Maryland corporation By: /s/ Xxxxxxx Xxxxxxx Jxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxx Jxxxx Xxxxxxxxx Title: Manager SITE PLAN [See attached] XXXXXXX X-0President & CEO EXHIBIT A LEGAL DESCRIPTION OF LAND Being all of Parcel 56, as delineated on a Plat of Subdivision entitled “Plat Thirteen, Steeplechase Business Park, Parcels 51-54 & 56”, and recorded among the Land Records of Prince George’s County, Maryland in Plat Book MMB 241 as Plat No. 34. EXHIBIT B SELLER'S DEED Special Warranty Deed THIS DEED is made as of the _______ day of _____________, 2017, by and between ___________________________ (“Grantor”), and _______________________ (the “Grantee”).

CONSENT OF ESCROW AGENT. The undersigned Escrow Agent hereby agrees to: (i) accept the foregoing Agreement; (ii) establish the Escrow and be Escrow Agent under said Agreement; (iii) to make all filings required under Section 6045 of the Internal Revenue Code of 1986, as amended; and (iv) be bound by said Agreement in the performance of its duties as Escrow Agent; provided, however, the undersigned shall have no obligations, liability or responsibility under (a) this Consent or otherwise, unless and until said Agreement, fully signed by the parties, has been delivered to the undersigned, or (b) any amendment to said Agreement unless and until the same is accepted by the undersigned in writing. Dated: January ___, 2020 [REDACTED] SETTLEMENT CORP By Name: Xxxx Xxxxxxxxxx Title: Vice President DocuSign Envelope ID: 08610DE5-40E1-4226-9265-173B2D496D82 JOINERS' SEPARATE UNDERTAKING Pursuant to Section 15.16 of the foregoing Agreement, for value received, the undersigned, Ascend Wellness Holdings, LLC4Front Ventures Corp., a Massachusetts limited liability companyBritish Columbia, Canadian corporation, hereby acknowledges and agrees that the covenants, agreements, obligations, liabilities, indemnification undertakings, certifications, representations and warranties of Seller in the foregoing Agreement and in the Transaction Documents (as defined in the foregoing Agreement) shall be joint and several covenants, agreements, obligations, liabilities, indemnification undertakings, certifications, representations and warranties of Seller and of the undersigned, and may be enforced against Seller and/or the undersigned, concurrently or successively, in such order as Buyer may determine. The undersigned shall continue to be liable pursuant to this undertaking and the provisions hereof shall remain in full force and effect notwithstanding any modifications or amendment of the foregoing Agreement or the Transaction Documents or any other act, omission or conditions which might in any manner or to any extent vary the risk to the undersigned or might otherwise operate as a discharge or release of a guarantor or surety under any applicable law. The undersigned hereby fully and completely waives, releases and relinquishes (i) diligence and demand of payment, presentment, protest, dishonor and notice of dishonor; (ii) any and all other defenses and rights arising under applicable law, to the extent waivable; (iii) any and all benefits of any right of discharge under any and all statues or laws relating to a guarantor or surety, and (iv) any defense based upon the impairment, modification, change, release, discharge or limitation of the liability of Seller in bankruptcy, or resulting from or pursuant to, the application of the bankruptcy or insolvency laws of or any decision of any court of the United States or any state thereof. For the avoidance of doubt, the terms and conditions of this Xxxxxx'x Separate Undertaking shall survive the Closing. ASCEND WELLNESS HOLDINGS4Front Ventures Corp., LLC a British Columbia, Canadian corporation By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Xxxxxx X. Xxxxx Title: Manager SITE PLAN [See attachedAuthorized Xxxxxx EXHIBIT A LEGAL DESCRIPTION OF LAND PARCEL 1: PARCEL A OF BOUNDARY LINE ADJUSTMENT NO. BLA-1831, AS RECORDED JUNE 18, 1996 UNDER AUDITOR'S FILE NO. 3035956. PARCEL 2: PARCEL A OF BOUNDARY LINE ADJUSTMENT NO. BLA-1748, AS RECORDED DECEMBER 29. 1996 UNDER AUDITOR'S FILE NO. 3007393. EXHIBIT B SELLER'S DEED RECORDING REQUESTED BY AND WHEN RECORDED MAIL AND SEND TAX BILLS TO: IIP-[ ] XXXXXXX X-0LLC 00000 Xxxx Xxxxxxxx Xxxxx Suite 100 San Diego, CA 92127 Attn: General Counsel PERMANENT PARCEL NUMBER: SPACE ABOVE THIS LINE IS FOR RECORDER’S USE ONLY SPECIAL WARRANTY DEED KNOW ALL MEN BY THESE PRESENTS that [ ], having an address of [ ] ("Grantor"), for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, receipt whereof is hereby acknowledged, hereby GRANTS, SELLS and CONVEYS to IIP-[ ] LLC, a Delaware limited liability company, having an address of 00000 Xxxx Xxxxxxxx Xxxxx, Suite 100, San Diego, California 92127 ("Grantee"), the following described premises situated in Xxxxxxxx County, Washington: Legal Description Attached Hereto as Exhibit A Address of Property: 9603 and 0000 Xxxxxxx Xxxxxxxxxx Dr. SW, Olympia, Washington 98512 Permanent Index Numbers: 0000-00-00000 and 0000-00-00000 TO HAVE AND TO HOLD the said premises, together with the improvements thereon and the rights, easements, privileges and appurtenances thereunto belonging or appertaining, unto Grantee, its heirs and assigns forever, subject to the encumbrances set forth on Exhibit B attached hereto. And Grantor, for itself and its successors, hereby warrants to Grantee, its successors and assigns, only that: (1) Grantor has not done or suffered to be done anything whereby the said premises hereby granted are, or may be, in any manner, encumbered; and (2) Grantor will forever defend the said premises against all persons lawfully claiming by, through or under Grantor.