Exhibit
10.2


 


AMENDMENT
NO. 3 TO CREDIT AGREEMENT 


 


(ACREAGE
FINANCE DELAWARE, LLC)


 


THIS
AMENDMENT NO. 3 TO CREDIT AGREEMENT dated as of March 7th, 2021 (this “Amendment”), is the third
amendment to the Credit Agreement (as defined below) and is entered into by and among ACREAGE FINANCE DELAWARE, LLC, a Delaware
limited liability company, as the borrower under the Credit Agreement (in such capacity, the “Borrower”), ACREAGE
IP HOLDINGS, LLC, a Nevada limited liability company, as a guarantor under the Credit Agreement, and IP INVESTMENT COMPANY, LLC,
a Delaware limited liability company, as Lender under the Credit Agreement (in such capacity, a “Lender”) and
as administrative agent and collateral agent under the Credit Agreement (in each such capacity, the “Agent”).
Capitalized terms used but not defined herein have the meanings provided in the Credit Agreement.


 


RECITALS



 


WHEREAS,
reference is made to the credit agreement, dated as of March 6, 2020, and amended on September 23, 2020 (as may be further amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among
the Borrower, each Guarantor party thereto, each Lender party thereto and the Agent; and


 


WHEREAS,
the parties hereto have agreed to amend the Credit Agreement upon and subject to the terms and conditions set forth in this Amendment,
and each such party is willing to do so under the terms and conditions set forth in this Amendment.


 


NOW,
THEREFORE, based upon the above Recitals, the mutual premises and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:


 


1.
            Definitions. All capitalized terms used herein without definition shall have
the same meanings given to such terms in the Credit Agreement.


 


2.            Amendments
to Credit Agreement.


 


(a)          The
definition of First Advance Maturity Date is hereby amended and restated as follows: “First Advance Maturity Date”
means March 31, 2021.


 


(b)          Notwithstanding
anything herein, in the Credit Agreement or in any of the other Credit Documents to the contrary, the parties hereto agree that
interest shall not accrue from the date hereof until the First Advance Maturity Date.


 


3.            Conditions
of Effectiveness. This Amendment shall become effective on the date the following conditions shall be satisfied:


 


(a)           the
Lenders and Agent shall have received copies (which may be delivered in “pdf” format) of this Amendment duly executed
and delivered by each party hereto.




     


     

    

		4.	Miscellaneous.



 


(a)           Each
of the Borrower and the Guarantor hereby acknowledges and agrees that the Liens created and provided for by the Security Documents
continue to secure, among other things, the performance of all of the Borrower’s Obligations under the Credit Documents
(including the Credit Agreement as, amended hereby); and the Credit Documents and the rights and remedies of the Secured Creditors
thereunder, the obligations of each of the Borrower and the Guarantor, and the Liens created and provided for under the Security
Documents remain in full force and effect and shall not be impaired or discharged by this Amendment. Nothing herein contained
shall in any manner affect or impair the priority of the Liens and security interests created and provided for by the Security
Documents.


 


(b)           This
Amendment may be executed (including by way of electronic signature) in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
This Amendment and the Credit Agreement constitute the entire contract among the parties relating to the subject matter hereof
and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery
of an executed counterpart of a signature page of this Amendment by telecopy, electronic signature (including, for greater certainty,
by DocuSign) or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart
of this Amendment.


 


(c)            The
descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be
deemed to affect the meaning or construction of any of the provisions hereof.


 


(d)           This Amendment may not be amended or otherwise
modified except as provided in Section 11.1 of the Credit Agreement.


 


(e)           The
failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment.


 


(f)            This
Amendment and the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.


 


(g)           Whenever
the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the
plural number, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the
masculine and feminine.


 


(h)           The
Credit Agreement, as amended by this Amendment, represents the final agreement among the parties with respect to the matters set
forth therein and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements among the parties.
There are no unwritten oral agreements among the parties with respect to such matters.




     2


     


    

(i)             THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY LAWS OF THE STATE OF NEW YORK THAT
WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE
PROVISIONS OF THE CREDIT AGREEMENT.


 


[Signatures
on Following Page]



     3


     


    


IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.


 


	 	ACREAGE
    FINANCE DELAWARE, LLC, 

as Borrower
	 	 
	 	By:	/s/
    Kevin Murphy
	 	Name:
    Kevin Murphy 
	 	Title:
    President and Manager
	 	 
	 	ACREAGE
    IP HOLDINGS, LLC, 

as Guarantor 
	 	 
	 	By:	/s/
    Kevin Murphy
	 	Name:
    Kevin Murphy 
	 	Title:
    President and Manager
	 	 
	 	IP
    INVESTMENT COMPANY, LLC, 

as Agent
	 	 	
	 	By:	/s/
    Kevin Murray 
	 	Name:
    Kevin Murray 
	 	Title:
    Managing Member
	 	 
	 	IP
    INVESTMENT COMPANY, LLC, 

as First Advance Lender
	 	 
	 	By:	/s/
    Kevin Murray 
	 	Name:
    Kevin Murray
	 	Title:
    Managing Member
	 	 
	 	IP
    INVESTMENT COMPANY, LLC, 

as Second Advance Lender
	 	 
	 	By:	/s/
    Kevin Murray 
	 	Name:
    Kevin Murray 
	 	Title:
    Managing Member
	 	 
	 	IP
    INVESTMENT COMPANY, LLC, 

as Subsequent Advance Lender
	 	 
	 	By:	/s/
    Kevin Murray 
	 	Name:
    Kevin Murray 
	 	Title:
    Managing Member


 


[Signature
Page to Third Amendment to Credit Agreement]