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Item 2. Properties

2022-03-15 compared with 2021-03-31 · 38 added, 84 removed, 27 unchanged (82% of the section changed)

The following tables set forth our principal

physical properties.

The following tables set forth our principal physical properties.

Material Properties

19 unchanged sentences

Perth, New York 12010)

Through our subsidiaries, we have entered into material lease

agreements related to our Maryland, Minnesota, and New York operations.

Through our subsidiaries, we have entered into material lease agreements related to our Maryland, Minnesota, and New York operations.

Those agreements are discussed below.

Maryland Lease

100 Enterprise Drive, LLC (“ Maryland

Lessor ”) entered into a lease agreement with MaryMed, LLC on April 21, 2017 and continuing for a period of ten years

(“ MaryMed Lease Agreement ”).

Pursuant to the MaryMed Lease Agreement, MaryMed LLC agreed to lease from Maryland

Lessor the premises located at 10 Enterprise Drive, in the Town of Hurlock County, of Dorchester, Maryland.

The monthly base rent

for the first 12 months of the term of the lease was $20,000 per month and $300,000 as security deposit.

The foregoing description

is qualified in its entirety by reference to the MaryMed Lease Agreement, which is included as Exhibit 10.17 hereto and incorporated

by reference herein.

Maryland Lessor entered into a lease amendment

with MaryMed, LLC on May 8, 2020 (“ MaryMed Lease Amendment ”) with respect to the MaryMed Lease Agreement.

to the MaryMed Lease Amendment, the base rent was reduced to an amount of $10,506.25 per month from June 1, 2020 through August

The foregoing description is qualified in its entirety by reference to the MaryMed Lease Amendment, which is included

as Exhibit 10.18 hereto and incorporated by reference herein.

100 Enterprise Drive, LLC (“ Maryland Lessor ”) entered into a lease agreement with MaryMed, LLC on April 21, 2017 and continuing for a period of ten years (“ MaryMed Lease Agreement ”).

Pursuant to the MaryMed Lease Agreement, MaryMed LLC agreed to lease from Maryland Lessor the premises located at 10 Enterprise Drive, in the Town of Hurlock County, of Dorchester, Maryland.

The monthly base rent for the first 12 months of the term of the lease was $20,000 per month and $300,000 as security deposit.

The foregoing description is qualified in its entirety by reference to the MaryMed Lease Agreement, which is included as Exhibit 10.17 hereto and incorporated by reference herein.

Maryland Lessor entered into a lease amendment with MaryMed, LLC on May 8, 2020 (“ MaryMed Lease Amendment ”) with respect to the MaryMed Lease Agreement.

Pursuant to the MaryMed Lease Amendment, the base rent was reduced to an amount of $10,506.25 per month from June 1, 2020 through August 1, 2020.

The foregoing description is qualified in its entirety by reference to the MaryMed Lease Amendment, which is included as Exhibit 10.18 hereto and incorporated by reference herein.

Minnesota Lease

IIP-MN 1 LLC (“ Minnesota Landlord ”)

and Minnesota Medical Solutions, LLC (predecessor to Vireo Health of Minnesota, LLC) entered into a lease agreement on November

8, 2017 that was set to expire on November 8, 2032 (“ MN Lease Agreement ”).

Concurrent with the execution of

the lease, Minnesota Landlord closed on a purchase of real property and improvements on the property located at 8740 77th Street

Northeast, Ostego, Minnesota on October 6, 2017.

The monthly base rent for the first 12 months of the term of the MN Lease Agreement

was $50,000, with $300,000 to be paid in security deposit.

The foregoing description is qualified in its entirety by reference

to the MN Lease Agreement, which is included as Exhibit 10.19 hereto and incorporated by reference herein.

Pursuant to the First Amendment to the

MN Lease Agreement (“ 1 st Amendment to the MN Lease Agreement ”), dated December 7, 2018, the term

of the MN Lease Agreement was extended to December 7, 2033 and Minnesota Medical Solutions, LLC was permitted to make improvements

at a cost to Minnesota Landlord not to exceed $2,988,000 rather than $988,000 as initially detailed in the MN Lease Agreement.

IIP-MN 1 LLC (“ Minnesota Landlord ”) and Minnesota Medical Solutions, LLC (predecessor to Vireo Health of Minnesota, LLC) entered into a lease agreement on November 8, 2017 that was set to expire on November 8, 2032 (“ MN Lease Agreement ”).

Concurrent with the execution of the lease, Minnesota Landlord closed on a purchase of real property

and improvements on the property located at 8740 77th Street Northeast, Ostego, Minnesota on October 6, 2017.

The monthly base rent for the first 12 months of the term of the MN Lease Agreement was $50,000, with $300,000 to be paid in security deposit.

The foregoing description is qualified in its entirety by reference to the MN Lease Agreement, which is included as Exhibit 10.19 hereto and incorporated by reference herein.

Pursuant to the First Amendment to the MN Lease Agreement (“ 1 st Amendment to the MN Lease Agreement ”), dated December 7, 2018, the term of the MN Lease Agreement was extended to December 7, 2033 and Minnesota Medical Solutions, LLC was permitted to make improvements at a cost to Minnesota Landlord not to exceed $2,988,000 rather than $988,000 as initially detailed in the MN Lease Agreement.

In addition, the monthly base rest was increased to $77,625 and the security deposit was increased to $450,000.

The foregoing description

is qualified in its entirety by reference to the 1 st Amendment to the MN Lease Agreement, which is included as Exhibit

10.20 hereto and incorporated by reference herein.

Pursuant to the Second Amendment to the

MN Lease Agreement (“ 2 nd Amendment to the MN Lease Agreement ”), dated September 25, 2019, the term

of the MN Lease Agreement was extended to December 7, 2038 and Minnesota Medical Solutions, LLC was permitted to make improvements

at a cost to Minnesota Landlord not to exceed $5,588,000 rather than $2,988,000 as detailed in the 1 st Amendment to

the MN Lease Agreement, and the monthly base rest was increased to $111,262.50.

The foregoing description is qualified in its entirety

by reference to the 2 nd Amendment to the MN Lease Agreement, which is included as Exhibit 10.21 hereto and incorporated

by reference herein.

Pursuant to the Third Amendment to

the MN Lease Agreement (“ 3 rd Amendment to the MN Lease Agreement ”), dated February 18, 2020,

Minnesota Medical Solutions, LLC was permitted to make improvements at a cost to Minnesota Landlord not to exceed $5,638,183

rather than $2,988,000 as detailed in the 2 nd Amendment to the MN Lease Agreement.

The foregoing description is

qualified in its entirety by reference to the 3 rd Amendment to the MN Lease Agreement, which is included as

Exhibit 10.22 hereto and incorporated by reference herein.

Pursuant to the Fourth Amendment to the

MN Lease Agreement (“ 4 th Amendment to the MN Lease Agreement ”), dated April 10, 2020, Minnesota Medical

Solutions, LLC was permitted to make improvements at a cost to Minnesota Landlord not to exceed $6,698,183 rather than $5,638,183

as detailed in the 3 rd Amendment to the MN Lease Agreement, and the term of the MN Lease Agreement was extended to April

The foregoing description is qualified in its entirety by reference to the 1 st Amendment to the MN Lease Agreement, which is included as Exhibit 10.20 hereto and incorporated by reference herein.

Pursuant to the Second Amendment to the MN Lease Agreement (“ 2 nd Amendment to the MN Lease Agreement ”), dated September 25, 2019, the term of the MN Lease Agreement was extended to December 7, 2038 and Minnesota Medical Solutions, LLC was permitted to make improvements at a cost to Minnesota Landlord not to exceed $5,588,000 rather than $2,988,000 as detailed in the 1 st Amendment to the MN Lease Agreement, and the monthly base rest was increased to $111,262.50.

The foregoing description is qualified in its entirety by reference to the 2 nd Amendment to the MN Lease Agreement, which is included as Exhibit 10.21 hereto and incorporated by reference herein.

Pursuant to the Third Amendment to the MN Lease Agreement (“ 3 rd Amendment to the MN Lease Agreement ”), dated February 18, 2020, Minnesota Medical Solutions, LLC was permitted to make improvements at a cost to Minnesota Landlord not to exceed $5,638,183 rather than $2,988,000 as detailed in the 2 nd Amendment to the MN Lease Agreement.

The foregoing description is qualified in its entirety by reference to the 3 rd Amendment to the MN Lease Agreement, which is included as Exhibit 10.22 hereto and incorporated by reference herein.

Pursuant to the Fourth Amendment to the MN Lease Agreement (“ 4 th Amendment to the MN Lease Agreement ”), dated April 10, 2020, Minnesota Medical Solutions, LLC was permitted to make improvements at a cost to Minnesota Landlord not to exceed $6,698,183 rather than $5,638,183 as detailed in the 3 rd Amendment to the MN Lease Agreement, and the term of the MN Lease Agreement was extended to April 9, 2040.

In addition, the monthly base rent was increased to $129,350.42.

The security deposit will be reduced to $225,000 on November

8, 2023 and the security deposit will be further reduced to $112,500 on November 8, 2026.

The foregoing description is qualified

in its entirety by reference to the 4 th Amendment to the MN Lease Agreement, which is included as Exhibit 10.23 hereto

and incorporated by reference herein.

The security deposit will be reduced to $225,000 on November 8, 2023 and the security deposit will be further reduced to $112,500 on November 8, 2026.

The foregoing description is qualified in its entirety by reference to the 4 th Amendment to the MN Lease Agreement, which is included as Exhibit 10.23 hereto and incorporated by reference herein.

New York Lease

IIP-NY2 LLC (“ New York Landlord ”)

and Vireo Health of New York, LLC entered into a lease agreement on October 23, 2017 that was set to expire on October 23, 2032

(“ NY Lease Agreement ”).

Concurrent with the execution of the lease, IIP-NY 2 LLC closed on a purchase of real

property and improvements on the property located at 256 County Route 117, Perth, New York on September 21, 2017.

The monthly base

rent for the first 12 months of the term of the NY Lease Agreement was $55,000, with $330,000 to be paid in security deposit.

foregoing description is qualified in its entirety by reference to the NY Lease Agreement, which is included as Exhibit 10.14 hereto

and incorporated by reference herein.

Pursuant to the First Amendment to the

NY Lease Agreement (“ 1 st Amendment to the NY Lease Agreement ”), dated December 7, 2018, the term

of the NY Lease Agreement was extended to December 7, 2033 and Vireo Health of New York, LLC was permitted to make improvements

at a cost to New York Landlord not to exceed $3,000,000, instead of $1,000,000 as initially outlined in the NY Lease Agreement.

The foregoing description is qualified in its entirety by reference to the 1 st Amendment to the NY Lease Agreement,

which is included as Exhibit 10.15 hereto and incorporated by reference herein.

Pursuant to the Second Amendment to the

NY Lease Agreement (“ 2 nd Amendment to the NY Lease Agreement ”), dated April 10, 2020, the term of

the NY Lease Agreement was extended to April 9, 2035 and Vireo Health of New York, LLC was permitted to make improvements at a

cost to New York Landlord not to exceed $3,360,000 rather than $3,000,000 as detailed in the 1 st Amendment to the NY

Lease Agreement.

In addition, the monthly base rent was increased to $90,518.51 and the Company provided a new guaranty on behalf

of New York Landlord.

The foregoing description is qualified in its entirety by reference to the 2 nd Amendment to the

NY Lease Agreement, which is included as Exhibit 10.16 hereto and incorporated by reference herein.

IIP-NY2 LLC (“ New York Landlord ”) and Vireo Health of New York, LLC entered into a lease agreement on October 23, 2017 that was set to expire on October 23, 2032 (“ NY Lease Agreement ”).

Concurrent with the execution of the lease, IIP-NY 2 LLC closed on a purchase of real property and improvements on the property located at 256 County Route 117, Perth, New York on September 21, 2017.

The monthly base rent for the first 12 months of the term of the NY Lease Agreement was $55,000, with $330,000 to be paid in security deposit.

The foregoing description is qualified in its entirety by reference to the NY Lease Agreement, which is included as Exhibit 10.14 hereto and incorporated by reference herein.

Pursuant to the First Amendment to the NY Lease Agreement (“ 1 st Amendment to the NY Lease Agreement ”), dated December 7, 2018, the term of the NY Lease Agreement was extended to December 7, 2033 and Vireo Health of New York, LLC was permitted to make improvements at a cost to New York Landlord not to exceed $3,000,000, instead of $1,000,000 as initially outlined in the NY Lease Agreement.

The foregoing description is qualified in its entirety by reference to the 1 st Amendment to the NY Lease Agreement, which is included as Exhibit 10.15 hereto and incorporated by reference herein.

Pursuant to the Second Amendment to the NY Lease Agreement (“ 2 nd Amendment to the NY Lease Agreement ”), dated April 10, 2020, the term of the NY Lease Agreement was extended to April 9, 2035 and Vireo Health of New York, LLC

was permitted to make improvements at a cost to New York Landlord not to exceed $3,360,000 rather than $3,000,000 as detailed in the 1 st Amendment to the NY Lease Agreement.

In addition, the monthly base rent was increased to $90,518.51 and the Company provided a new guaranty on behalf of New York Landlord.

The foregoing description is qualified in its entirety by reference to the 2 nd Amendment to the NY Lease Agreement, which is included as Exhibit 10.16 hereto and incorporated by reference herein.

Pursuant to the Third Amendment to the NY Lease Agreement (“ 3 rd Amendment to the NY Lease Agreement ”), dated September 24, 2022, the term of the NY Lease Agreement was extended to September 23, 2041.

Concurrent with the execution of the 3 rd Amendment to the NY Lease Agreement, Vireo Health of New York and the New York Landlord closed on a purchase of 92.3 acres of real property adjacent to 256 County Route 117, Perth, New York.

Vireo Health of New York, LLC was permitted to make improvements at a cost to New York Landlord not to exceed $49,435,000, instead of $3,360,000 as initially outlined in the 2 nd Amendment to the NY Lease Agreement.

In addition, the monthly base rent was increased to $615,629.65 and the Company provided a new guaranty on behalf of the New York Landlord.

The forgoing description is qualified in its entirety by reference to the 3 rd Amendment to the NY Lease Agreement, which is included as Exhibit 10.17 hereto and incorporated by reference.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 2. Properties