10-12g-a Sample Contracts

Standard Premium Finance Holdings, Inc.LOAN AGREEMENT (March 2nd, 2021)

THIS LOAN AGREEMENT ("Loan Agreement") is made and entered into on this the 3rd day of February, 2021, by and among STANDARD PREMIUM FINANCE MANAGEMENT CORPORATION, a Florida corporation with an address of 13590 SW 134 Avenue, Suite 214, Miami, Florida 33186, party of the first part, hereinafter called the "Borrower," FIRST HORIZON BANK, a Tennessee banking corporation, with a place of business at 1000 S. Pine Island Road, Suite 430, Plantation, Florida 33324 and its principal place of business at 165 Madison Avenue, Memphis, Tennessee 38103, party of the second part, hereinafter called the "Bank," and STANDARD PREMIUM FINANCE HOLDINGS, INC., a Florida corporation (the “Entity Guarantor”), William Koppelmann, an individual, and Mark Kutner, an individual (each an “Individual Guarantor” and collectively, the “Individual Guarantors”), parties of the third part (the Entity Guarantor and the Individual Guarantors are collectively, the "Guarantors").

Standard Premium Finance Holdings, Inc.CONSULTING AGREEMENT (March 2nd, 2021)

THIS AGREEMENT made this 1st day of August 2016, between Standard Premium Finance Holdings, Inc., a Florida corporation (the “Company”) and Bayshore Corporate Finance, LLC, a Florida limited liability company (the “Consultant”).

Copper Property CTL Pass Through TrustMANAGEMENT AGREEMENT (February 5th, 2021)

THIS MANAGEMENT AGREEMENT (the “Agreement”), dated this 30th day of January, 2021 (the “Effective Date”), is made and entered into by and between Copper Property CTL Pass Through Trust (the “Trust”), a New York common law trust, with offices at c/o GLAS Trust Company, LLC (the “Trustee”), 3 Second Street, Suite 206 Jersey City, NJ 07311, and Hilco JCP LLC (an affiliate of Hilco Real Estate LLC), a limited liability company (“Manager”) with offices at 5 Revere Drive, Suite 206 Northbrook, Illinois, 60062. Each of the Trust and Manager may be referred to herein as a “Party” and collectively as the “Parties.”

iANTHUS CAPITAL HOLDINGS, INC.EMPLOYMENT AGREEMENT (February 5th, 2021)

This Employment Agreement (this “Agreement”) is dated as of October 10, 2019 (with an effective date as of January 1, 2019) between iAnthus Capital Management, LLC including iAnthus Capital Holdings, Inc. and all of its subsidiaries (the “Company”), located at 420 Lexington Avenue, Suite 414, New York, NY 10170, and Robert Galvin, an individual (“Executive”) residing at .

iANTHUS CAPITAL HOLDINGS, INC.FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (February 5th, 2021)

This First Amendment (the “Amendment”) to the Agreement (as defined below) by and between iAnthus Capital Management, LLC, a Delaware limited liability company (“iAnthus” or the “Company”), and Robert Galvin (“Executive”), is dated as of April 4, 2020. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement.

Copper Property CTL Pass Through TrustAMENDED AND RESTATED PASS THROUGH TRUST AGREEMENT Dated as of January 30, 2021 between COPPER BIDCO LLC, and GLAS TRUST COMPANY LLC, as Trustee (February 5th, 2021)

This AMENDED AND RESTATED PASS THROUGH TRUST AGREEMENT (as it may be further amended, modified, supplemented or restated from time to time, this “Trust Agreement”) dated as of January 30, 2021, is made and entered into by COPPER BIDCO LLC and GLAS TRUST COMPANY LLC (the “Trustee”), solely in its capacity as Trustee for purposes of this Trust Agreement and for the Copper Property CTL Pass Through Trust (and not in an individual capacity).

Copper Property CTL Pass Through TrustREGISTRATION RIGHTS AND RESALE COOPERATION AGREEMENT (February 5th, 2021)

This Registration Rights and Resale Cooperation Agreement (including all exhibits hereto and as may be amended, supplemented or amended and restated from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into as of January 30, 2021, by and between Copper Property CTL Pass Through Trust (the “Trust”) and Copper Bidco LLC (“Bidco”) on behalf of the Certificateholders from time to time (as defined below).

MedMen Enterprises, Inc.SEVERANCE AGREEMENT AND RELEASE (January 27th, 2021)

TIIlS SEVERANCE AGREEMENT AND RELEASE ("Agreement") is entered into as of the date on the signature page, by and between MM Enterprises USA, LLC, a Delaware limited liability company, and its owners, officers, directors, employees, agents, assigns, parents, affiliates, subsidiaries, and successors in interest and merged (predecessor) entities (collectively, the "Company") and Michael W. Kramer ("Employee") (together the "Parties").

MedMen Enterprises, Inc.SEPARATION AGREEMENT AND RELEASE (January 27th, 2021)

THIS SEPARATION AGREEMENT AND RELEASE (“Agreement”) is entered into as of the date on the signature page, by and between MedMen Enterprises Inc., a British Columbia Corporation (the “Public Corporation”), MM Enterprises USA, LLC, a Delaware limited liability company, and its owners, officers, directors, employees, agents, assigns, parents, affiliates, subsidiaries, and successors in interest and merged (predecessor) entities (collectively, the “Company”) and Adam Bierman (“Employee”) (together the “Parties”).

MedMen Enterprises, Inc.SEVERANCE AGREEMENT AND RELEASE (January 27th, 2021)

THIS SEVERANCE AGREEMENT AND RELEASE ("Agreement") is entered into as of the date on the signature page, by and between MM Enterprises USA, LLC, a Delaware limited liability company, and its owners, officers, directors, employees, agents, assigns, parents, affiliates, subsidiaries, and successors in interest and merged (predecessor) entities (collectively, the "Company") and Ryan Lissack ("Employee") (together the "Parties").

MedMen Enterprises, Inc.CONFIDENTIAL SEPARATION AGREEMENT (January 27th, 2021)

THIS CONFIDENTIAL SEPARATION AGREEMENT ("Agreement") is entered into as of the date on the signature page, by and between MM Enterprises USA, LLC ("the Company") and its owners, officers, directors, employees, agents, assigns, parents, affiliates, subsidiaries, and successors in interest and merged or predecessor entities (collectively, the "Company") and Zeeshan Hyder ("Hyder") (together the "Parties").

BlackRock Direct Lending Corp.MASTER CUSTODIAN AGREEMENT (January 25th, 2021)

This Agreement is made as of 27th day of November, 2020 (this “Agreement”), among BlackRock Direct Lending Corp. (the “Company”) and each of its subsidiaries identified on Appendix A and each additional subsidiary which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Customer” and collectively, the “Customers”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

BlackRock Direct Lending Corp.LOAN SERVICES ADDENDUM TO MASTER CUSTODIAN AGREEMENT (January 25th, 2021)
BlackRock Direct Lending Corp.ADMINISTRATION AGREEMENT (January 25th, 2021)

AGREEMENT (this "Agreement") made as of November 19, 2020 by and between BlackRock Direct Lending Corp., a Delaware corporation (hereinafter referred to as the "Company"), and Blackrock Financial Management, Inc., a Delaware corporation (hereinafter referred to as the "Administrator").

BlackRock Direct Lending Corp.INVESTMENT MANAGEMENT AGREEMENT dated as of November 30, 2020 BY AND BETWEEN BlackRock Direct Lending Corp. a Delaware Corporation AND BlackRock Capital Investment Advisors, LLC a Delaware limited liability company (January 25th, 2021)

This Investment Management Agreement (this “Agreement”), dated as of November 30, 2020 (the “Effective Date”), is made by and between BlackRock Direct Lending Corp. (the “Company”), a Delaware corporation which has elected to be treated as a business development company under the Investment Company Act of 1940 (the “1940 Act”), and BlackRock Capital Investment Advisors, LLC (the “Investment Manager”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”).

BlackRock Direct Lending Corp.BLACKROCK DIRECT LENDING CORP. Shares of Common Stock, par value $0.001 per share Form of Supplement to Subscription Agreement for Entities (January 25th, 2021)
BlackRock Direct Lending Corp.Organizational Costs Agreement (January 25th, 2021)

Reference is hereby made to the Investment Management Agreement (the “Investment Management Agreement”) by and between BlackRock Capital Investment Advisors, LLC (the “Investment Manager”) and BlackRock Direct Lending Corp. (the “Company”), pursuant to which the Investment Manager serves as investment manager to the Company.

BlackRock Direct Lending Corp.LICENSE AGREEMENT (January 25th, 2021)

This License Agreement (“Agreement”) is entered into effective as of December 10, 2020 (“Effective Date”) between, on the one hand, BlackRock, Inc. (“Licensor”), a Delaware limited liability company, and, on the other, BlackRock Direct Lending Corp., a Delaware corporation (“Licensee”), as follows:

Vireo Health International, Inc.EMPLOYMENT AGREEMENT (January 20th, 2021)

This Employment Agreement (“Agreement”) is entered into on December 1, 2020 (“Effective Date”) by and between Vireo Health, Inc., a Delaware corporation (the “Company”) and Amber Shimpa, an individual residing in the State of Minnesota (“Employee”) (collectively “Parties” or individually “Party”).

Vireo Health International, Inc.EMPLOYMENT AGREEMENT (January 20th, 2021)

This Employment Agreement (“Agreement”) is entered into on December 28, 2020 (“Effective Date”) by and between Vireo Health, Inc., a Delaware corporation (the “Company”) and Kyle Kingsley, an individual residing in the State of Minnesota (“Employee”) (collectively “Parties” or individually “Party”).

Vireo Health International, Inc.EMPLOYMENT AGREEMENT (January 20th, 2021)

This Employment Agreement (“Agreement”) is entered into on December 1, 2020 (“Effective Date”) by and between Vireo Health, Inc., a Delaware corporation (the “Company”), and John Heller, an individual residing in the State of Minnesota (“Employee”) (collectively “Parties” or individually “Party”).

Vireo Health International, Inc.EMPLOYMENT AGREEMENT (January 20th, 2021)

This Employment Agreement (“Agreement”) is entered into on December 1, 2020 (“Effective Date”) by and between Vireo Health, Inc., a Delaware corporation (the “Company”) and Christian Gonzalez-Ocasio, an individual residing in the Commonwealth of Puerto Rico (“Employee”) (collectively “Parties” or individually “Party”).

Harvest Health & Recreation Inc.CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. RESIGNATION AGREEMENT AND GENERAL RELEASE (January 19th, 2021)

This Resignation Agreement and General Release (“Agreement”) is entered into by and between Ron Goodson (“You”) and Randy Taylor Consulting, LLC, an indirect subsidiary of Harvest Health & Recreation Inc., a British Columbia corporation (the “Company”) (collectively, the “parties”).

Kid Castle Educational CorpSTOCK PURCHASE AGREEMENT (January 11th, 2021)

THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made as of September 16, 2020, between GiveMePower Corporation (“Seller”) and Kid Castle Educational Corporation (“Buyer”).

Kid Castle Educational CorpSECURITIES PURCHASE AGREEMENT (January 11th, 2021)

This SECURITIES PURCHASE AGREEMENT, dated as of December 16th, 2019 (this "Agreement") is entered into by and among Cannabinoid Biosciences, Inc. a California Corporation (“Seller”) and KID CASTLE EDUCATIONAL CORPORATION KID CASTLE EDUCATIONAL CORPORATION, a Delaware Corporation (the "Purchaser"). The parties, intending to be legally bound, hereby agree as follows:

Kid Castle Educational CorpSTOCK PURCHASE AGREEMENT (January 11th, 2021)

THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made as of September 15, 2020, between Kid Castle Educational Corporation (“Seller”) and Video River Networks, Inc. (“Buyer”).

Vireo Health International, Inc.SECOND AMENDMENT TO LEASE AGREEMENT (December 22nd, 2020)

THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of this 10th day of April, 2020 (the “Amendment Effective Date”), by and between IIP-NY 2 LLC, a Delaware limited liability company (“Landlord”), and Vireo Health of New York, LLC, a New York limited liability company (“Tenant”).

Vireo Health International, Inc.LEASE AMENDMENT (December 22nd, 2020)

This Lease Amendment (the “Amendment”) is effective as of the 8th day of May, 2020 (“Effective Date”) and is made by and between 100 Enterprise Drive, LLC, a Maryland limited liability company (the “Landlord”) and MaryMed, LLC, a Maryland limited liability company (“Tenant”).

Vireo Health International, Inc.FOURTH AMENDMENT TO LEASE AGREEMENT (December 22nd, 2020)

THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into effective as of the 10th day of April 2020 (the “Amendment Effective Date”), by and between IIP-MN 1 LLC, a Delaware limited liability company (“Landlord”), and Minnesota Medical Solutions, LLC, a Minnesota limited liability company (“Tenant”).

Vireo Health International, Inc.THIRD AMENDMENT TO LEASE AGREEMENT (December 22nd, 2020)

THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into effective as of the 18th day of February, 2020, by and between IIP-MN 1 LLC, a Delaware limited liability company (“Landlord”), and Minnesota Medical Solutions, LLC, a Minnesota limited liability company (“Tenant”).

Vireo Health International, Inc.COMMERCIAL LEASE AGREEMENT (December 22nd, 2020)

THIS COMMERCIAL LEASE AGREEMENT (“Lease”) dated this 21st day of April, 2017 (the “Effective Date”) by and between 100 Enterprise Drive, LLC (“Lessor”), a Maryland limited liability company having an address of 118 N. Division Street, Salisbury, Maryland 21801, and MaryMed, LLC (“Lessee”), having an address of 207 9th Street S., Minneapolis, MN 55402 (Lessor and Lessee are hereinafter referred to collectively as the “Parties”).

Vireo Health International, Inc.CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EQUITY PURCHASE AGREEMENT by and among VIREO HEALTH, ... (December 22nd, 2020)

This Equity Purchase Agreement (this “Agreement”), dated as of June 20, 2021 (the “Effective Date”), is entered into by and among Vireo Health, Inc., a Delaware corporation (“Seller”), Pennsylvania Medical Solutions, LLC, a Pennsylvania limited liability company (“Company”), PASPV Holdings, LLC, a Pennsylvania limited liability company (“Buyer”), and Jushi Inc, a Delaware corporation (“Jushi”). Seller, Company, Buyer and Jushi are sometimes referred to individually as a “Party” and collectively as the “Parties.”

Vireo Health International, Inc.FIRST AMENDMENT TO LEASE AGREEMENT (December 22nd, 2020)

THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of this 7th day of December, 2018, by and between IIP-NY 2 LLC, a Delaware limited liability company (“Landlord”), and Vireo Health of New York, LLC, a New York limited liability company (“Tenant”).

Vireo Health International, Inc.FIRST AMENDMENT TO LEASE AGREEMENT (December 22nd, 2020)

THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of this 7th day of December, 2018, by and between IIP-MN 1 LLC, a Delaware limited liability company (“Landlord”), and Minnesota Medical Solutions, LLC, a Minnesota limited liability company (“Tenant”).

Vireo Health International, Inc.CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. (December 22nd, 2020)

This Lease Agreement (this “Lease”), dated October 23, 2017 (the “Execution Date”), is made between IIP-NY 2 LLC, a Delaware limited liability company (“Landlord”), and VIREO HEALTH OF NEW YORK, LLC, a New York limited liability company (“Tenant”).