DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2022

GOODNESS GROWTH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

British Columbia

(State or other jurisdiction of Incorporation)

000-56225	82-3835655
(Commission File Number)	(IRS Employer Identification No.)
207 South 9th Street Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

(612) 999-1606

(Registrant’s telephone number, including area code)

Vireo Health International, Inc.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company         ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

Item 1.01.Entry Into a Material Definitive Agreement 

Arrangement Agreement

On January 31, 2022, Goodness Growth Holdings, Inc. (“Goodness Growth”) entered into an arrangement agreement (the “Arrangement Agreement”) with Verano Cannabis Corp. (“Verano”), pursuant to which, Verano has agreed, subject to the terms and conditions thereof, to acquire all of the issued and outstanding subordinate voting shares of Goodness Growth (“Subordinate Voting Shares”), multiple voting shares of Goodness Growth (“Multiple Voting Shares”) and super voting shares of Goodness Growth (the “Super Voting Shares” and, together with the Subordinate Voting Shares and Multiple Voting Shares, the “Goodness Growth Shares”), pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (British Columbia) (the “Arrangement”).

Consideration

Subject to the terms and conditions set forth in the Arrangement Agreement and Plan of Arrangement, holders of Goodness Growth Shares will receive 0.22652 of a subordinate voting share of Verano (each a “Verano Subordinate Voting Share”), subject to adjustment as described below (the “Exchange Ratio”), for each Subordinate Voting Share held , and 22.652 Verano Subordinate Voting Shares for each Multiple Voting Share and Super Voting Share held, immediately prior to the effective time of the Arrangement (the “Effective Time”) The Arrangement is intended to qualify as a reorganization for U.S. federal income tax purposes.

At the Effective Time, in accordance with the terms of Goodness Growth’s 2019 Company Equity Incentive Plan, the terms of each Goodness Growth option and RSU will be adjusted to entitle the holder to receive, upon exercise, in substitution for the number of Goodness Growth Shares subject to such option or RSU, that number of Verano Shares based on the Exchange Ratio. In accordance with the terms of Goodness Growth’s outstanding warrants, the terms of each Goodness Growth warrant will be adjusted to entitle the holder to receive, upon exercise, in substitution for the number of Goodness Growth Shares subject to such warrant, that number of Verano Shares based on the Exchange Ratio.

Conditions to the Arrangement

The Arrangement is subject to a number of conditions, including the approval by at least (i) 66 2/3% of the holders of the Goodness Growth Shares (“Goodness Growth Shareholders”) represented in person or by proxy at a special meeting of Goodness Growth Shareholders (the “Meeting”), voting together as a single class, and (ii) pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the approval of the majority of the votes cast by the holders of Subordinate Voting Shares, Multiple Voting Shares and Super Voting Shares, on a class basis, excluding the votes of Goodness Growth Shareholders whose votes are required to be excluded for the purposes of “minority approval” pursuant to MI 61-101. It is a condition to closing in favor of Verano that holders of less than 3% of the outstanding Goodness Growth Shares shall have validly exercised dissent rights with respect to the Arrangement that have not been withdrawn as of the effective date of the Arrangement.

In addition, the Arrangement is subject to approval of the Supreme Court of British Columbia (or any other court with appropriate jurisdiction) at a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, certain regulatory approvals, including the approval under New York State regulatory requirements and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and New York State regulatory requirements, and other customary conditions of closing. The Arrangement is also conditional upon the approval, subject to customary conditions, of the listing of Verano Subordinate Voting Shares issuable pursuant to the Arrangement on the Canadian Securities Exchange. The Arrangement Agreement may be terminated by mutual written consent of the Verano and Goodness Growth and by either party in certain circumstances as more particularly set forth in the Arrangement Agreement.

Certain Other Terms of the Arrangement Agreement

The Arrangement Agreement includes customary representations, warranties and covenants of Verano and Goodness Growth and each party has agreed to customary covenants, including, among others, covenants relating to the conduct of its business during the interim period between execution of the Arrangement Agreement and the Effective Time.

The Arrangement Agreement provides for customary non-solicitation covenants, subject to the right of the board of directors of Goodness Growth (the “Board”) to consider and accept a superior proposal (as defined in the Arrangement Agreement), and the right of Verano to match any such proposal within five business days. The Arrangement Agreement also provides for the payment by Goodness Growth to Verano of a $14,875,000 termination fee if the Arrangement Agreement is terminated in certain specified circumstances, including, among other things, in the event that (i) the Board withholds, withdraws, modifies or qualifies any of its recommendations or determinations with respect to the special resolution approving the Arrangement; (ii) the Board, in accordance with certain procedures set forth in the Arrangement Agreement, accepts, recommends, approves or enters into an agreement to implement a superior proposal (as defined in the Arrangement Agreement), or (iii) the Arrangement Agreement is terminated in certain circumstances, including in the event the resolution approving the Arrangement is not approved by Goodness Growth Voting Shareholders, the Arrangement is not consummated on or prior to December 31, 2022 (subject to modification by the parties and extension in certain circumstances), and if (x) prior to the date of termination an acquisition proposal meeting certain requirements has been publicly announced or otherwise communicated to Goodness Growth, and (y) within 12 months of the date of such termination the Arrangement is completed or Goodness Growth has entered into a definitive agreement with respect to such transaction and such transaction is later consummated or effected (whether or not within such 12 month period). The Arrangement Agreement also provides for the payment by Verano to Goodness Growth of a $14,875,000 termination fee if the Arrangement Agreement is terminated due to the failure of Verano to fulfill its Interest Funding Obligation (as defined below). In addition, the Arrangement Agreement provides that Goodness Growth shall reimburse Verano for certain transaction expenses up to a maximum of $3,000,000 (“Transaction Expenses”) if the Arrangement Agreement is terminated by Verano in the event that (i) Goodness Growth has an uncured breach of representations, warranties, or covenants the remains uncured for a certain period of time after notice from Verano of such breach or (ii) a material adverse effect occurs on Goodness Growth that is not capable of being cured by December 31, 2022. The Arrangement Agreement also provides for the payment by Verano to Goodness Growth of Goodness Growth’s Transaction Expenses if the Arrangement Agreement is terminated by Goodness Growth in the event that (i) Verano has an uncured breach of representations, warranties, or covenants the remains uncured for a certain period of time after notice from Goodness Growth of such breach or (ii) a material adverse effect occurs on Verano.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Arrangement Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The Arrangement Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about Goodness Growth. The representations, warranties and covenants contained in the Arrangement Agreement were made only for purposes of the Arrangement Agreement as of the specific dates therein, were solely for the benefit of the parties to the Arrangement Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Arrangement Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Arrangement Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Arrangement Agreement, which subsequent information may or may not be fully reflected in Goodness Growth’s public disclosures.

Voting Support Agreements and Lock-Up Agreement

Pursuant to voting support agreements (the “Voting Support Agreements”), certain Goodness Growth Shareholders holding an aggregate of more than 36.7% of the voting power of the Goodness Growth Shares have entered into the

Voting Support Agreements with Verano, pursuant to which they have agreed to vote in favor of the Arrangement at the Meeting. The Voting Support Agreements terminate in certain circumstances, including upon the termination of the Arrangement Agreement in accordance with its terms. Under the Arrangement Agreement, Goodness Growth has agreed to hold the Meeting no later than May 31, 2022.

In addition, the Chief Executive Officer of Goodness Growth has entered into a lock-up agreement with Verano (the “Lock-Up Agreement”), pursuant to which he has agreed not to transfer any Verano Shares received in connection with the Arrangement for a period of 12 months following the Effective Date. Pursuant to the terms of the Lock-Up Agreement, 20% of the covered securities will be released on the Effective Date and an additional 20% will be released from lock-up every three months thereafter during the 12-month term.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Support Agreement and Lock-Up Agreement, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Credit Agreement

In connection with the Arrangement Agreement, on January 31, 2022, Goodness Growth and certain of its subsidiaries, as borrowers (collectively, “Borrowers”), entered into a Third Amendment to their existing Credit Agreement with Chicago Atlantic Admin, LLC and the lenders party thereto (the “Third Amendment”) providing for delayed draw term loans of up to $55 million (the “Delayed Draw Loans”). Subject to certain conditions to be satisfied prior to the initial funding thereunder, Goodness Growth may borrow a portion of the $55 million for working capital and other general corporate purposes and may borrow the remainder for other specific purposes, including relating to its ongoing expansion in New York. The Delayed Draw Loans have a maturity date of April 30, 2023 with an option to extend another 12 months for an additional fee of $1,375,000. The cash interest rate on the Delayed Draw Loans under the Third Amendment is equal to the U.S. prime rate plus 10.375%, with a minimum required rate of 13.375% per annum, in addition to paid-in-kind interest of 2.75% per annum. Pursuant to the Arrangement Agreement, Verano will reimburse Goodness Growth for all interest expenses related to the Third Amendment in excess of 10% per annum until the earlier of either the Effective Date or termination of the Arrangement Agreement (the “Interest Funding”).

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Additional Information and Where to Find It

In connection with the proposed Transaction, Goodness Growth will file a management information circular and proxy statement on Schedule 14A containing important information about the Arrangement and related matters. Additionally, Goodness Growth will file other relevant materials in connection with the Arrangement with applicable securities regulatory authorities. Investors and security holders of Goodness Growth are urged to carefully read the entire management information circular and proxy statement (including any amendments or supplements to such documents) when such document becomes available before making any voting decision with respect to the proposed transaction because they will contain important information about the Arrangement and the parties to the Arrangement. The Goodness Growth management information circular and proxy statement will be mailed to Goodness Growth shareholders, as well as be accessible on the EDGAR and SEDAR profile of Goodness Growth.

Investors and security holders of Goodness Growth will be able to obtain a free copy of the management information circular and proxy statement, as well as other relevant filings containing information about Goodness Growth and the Arrangement, including materials that will be incorporated by reference into the management information circular and proxy statement, without charge, at the Securities and Exchange Commission’s (the “SEC”) website (www.sec.gov) or from Goodness Growth by going to Goodness Growth’s Investor Relations page on its website at investors.vireohealth.com.

Participants in the Solicitation

Goodness Growth and certain of its respective directors, executive officers, and employees may be deemed to be participants in the solicitation of Goodness Growth proxies in respect of the Arrangement. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Goodness Growth shareholders in connection with the Arrangement will be set forth in the Goodness Growth management information circular and proxy statement for the proposed transaction when available. Other information regarding the participants in the Goodness Growth proxy solicitation and a description of their direct and indirect interests in the Arrangement, by security holdings or otherwise, will be contained in such management information circular and proxy statement and other relevant materials to be filed with the SEC in connection with the Arrangement. Copies of these documents may be obtained, free of charge, from the SEC or Goodness Growth as described in the preceding paragraph.

Notice Regarding Forward-Looking Statements

This document includes forward-looking information and statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding the timing and completion of the Arrangement, including all the required conditions thereto. Words such as “expects”, “continue”, “will”, “anticipates” and “intends” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on Verano and Goodness Growth’s current projections and expectations about future events and financial trends that they believe might affect their financial condition, results of operations, prospects, business strategy and financial needs, and on certain assumptions and analysis made by each party in light of the experience and perception of historical trends, current conditions and expected future developments and other factors each party believes are appropriate. Forward looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements to be materially different from future events, results, performance, and achievements expressed or implied by forward looking information and statements herein, including, without limitation, the risks discussed under the heading “Risk Factors” in Goodness Growth’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on EDGAR and with certain Canadian regulators on SEDAR at www.sedar.com and in other periodic reports and filings made by Goodness Growth with the SEC on EDGAR and with such Canadian securities regulators on SEDAR. Although Goodness Growth believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof and, except as required by applicable laws, Goodness Growth assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking information and statements herein, whether as a result of new information, future events or results, or otherwise.

Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information under Item 1.01 is incorporated herein by reference to the extent responsive to Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

Goodness Growth anticipates that the Verano securities to be issued to the security holders of Goodness Growth pursuant to the Arrangement will be issued in a transaction exempt from the registration requirements of the United States Securities Act of 1933, as amended, pursuant to Section 3(a)(10) thereof.

Item 3.03 Material Modification to Rights of Security Holders.

The information under Item 1.01 is incorporated herein by reference to the extent responsive to Item 3.03. Under the Arrangement Agreement, Goodness Growth’s ability to pay dividends prior to the closing of the Arrangement is restricted.

Item 9.01.Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
2.1	Arrangement Agreement between Verano Holdings Corp. and Goodness Growth Holdings, Inc., dated January 31, 2022
4.1	Form of Voting Support Agreement dated January 31, 2022
4.2	Lock-Up Agreement between Verano Holdings Corp. and Kyle Kingsley, dated January 31, 2022
10.1	Third Amendment to Credit Agreement, dated January 31, 2022, among Goodness Growth Holdings, Inc., the other Borrowers party thereto, the Lenders party thereto, and Chicago Atlantic Admin, LLC as agent
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GOODNESS GROWTH HOLDINGS, INC.
	By:	/s/ Kyle E. Kingsley
		Kyle E. Kingsley
		Chief Executive Officer
Dated: February 2, 2022

EX-2.1

Exhibit 2.1

VERANO HOLDINGS CORP.

and

GOODNESS GROWTH HOLDINGS, INC.

ARRANGEMENT AGREEMENT

January 31, 2022

Article 1 INTERPRETATION‌1

Section 1.1Definitions‌1

Section 1.2Certain Rules of Interpretation‌16

Section 1.3Schedules‌18

Article 2 tHE aRRANGEMENT‌18

Section 2.1Arrangement‌18

Section 2.2Interim Order‌18

Section 2.3The Company Meeting‌19

Section 2.4The Company Circular‌20

Section 2.5Final Order‌22

Section 2.6Court Proceedings and the Company Circular‌23

Section 2.7Treatment of Convertible Securities‌23

Section 2.8Amendment to Plan of Arrangement, Arrangement Filings and Effective Date‌24

Section 2.9Payment of Consideration‌24

Section 2.10Adjustment of Consideration‌24

Section 2.11Withholding Taxes‌25

Section 2.12Tax Election‌25

Section 2.13Tax Matters‌25

Section 2.14United States Securities Law Matters‌25

Article 3 REPRESENTATIONS AND WARRANTIES‌26

Section 3.1Representations and Warranties of the Company‌26

Section 3.2Representations and Warranties of the Purchaser‌26

Article 4 COVENANTS‌27

Section 4.1Conduct of Business of the Company‌27

Section 4.2Conduct of Business of the Purchaser‌31

Section 4.3HSR Act‌32

Section 4.4Required Divestitures‌33

Section 4.5Regarding the Arrangement‌33

Section 4.6Access to Information; Confidentiality‌35

Section 4.7Public Communications‌36

Section 4.8Notice and Cure Provisions‌36

Section 4.9Insurance and Indemnification‌37

Section 4.10SEC Deregistration and Stock Exchange Delisting‌38

Section 4.11Interest Funding Support‌38

Article 5 additional cOVENANTS regarding non-solicitation‌38

Section 5.1Non-Solicitation‌38

Section 5.2Notification of Acquisition Proposals‌39

Section 5.3Responding to Acquisition Proposal‌40

Section 5.4Right to Match‌40

Section 5.5Breach by Subsidiaries and Representatives‌42

Article 6 CONDITIONS‌42

Section 6.1Mutual Conditions Precedent‌42

Section 6.2Additional Conditions Precedent to the Obligations of the Purchaser‌43

Section 6.3Additional Conditions Precedent to the Obligations of the Company‌44

Section 6.4Satisfaction of Conditions‌44

Article 7 TERM AND TERMINATION‌45

Section 7.1Term‌45

Section 7.2Termination‌45

Section 7.3Effect of Termination/Survival‌46

Section 7.4Termination Fee and Transaction Expenses‌47

Article 8 GENERAL PROVISIONS‌49

Section 8.1Amendments‌49

Section 8.2Expenses‌49

Section 8.3Notices‌49

Section 8.4Time of the Essence‌50

Section 8.5Injunctive Relief‌51

Section 8.6Third Party Beneficiaries‌51

Section 8.7Waiver‌51

Section 8.8Entire Agreement‌51

Section 8.9Successors and Assigns‌52

Section 8.10Severability‌52

Section 8.11Governing Law‌52

Section 8.12Rules of Construction‌52

Section 8.13No Liability‌52

Section 8.14Counterparts‌52

Schedules

SCHEDULE AFORM OF PLAN OF ARRANGEMENT

SCHEDULE BARRANGEMENT RESOLUTION

SCHEDULE CREPRESENTATIONS AND WARRANTIES OF THE COMPANY

SCHEDULE DREPRESENTATIONS AND WARRANTIES OF THE PURCHASER

ARRANGEMENT AGREEMENT

THIS AGREEMENT is dated as of January 31, 2022,

BETWEEN:

VERANO HOLDINGS CORP., a corporation existing under the laws of the Province of British Columbia

(the “Purchaser”)

- and -

GOODNESS GROWTH HOLDINGS, INC., a corporation existing under the laws of the Province of British Columbia

(the “Company”)

1 CONTEXT:

A. The Purchaser and the Company wish to propose an arrangement involving the acquisition by the Purchaser of, among other things, all of the issued and outstanding Company Shares pursuant to the Arrangement, as provided in this Agreement;

B. The Company Board has unanimously determined, after receiving financial and legal advice, that the Consideration to be received by the Company Shareholders is fair from a financial point of view and that the Arrangement is in the best interests of the Company, and the Company Board has unanimously resolved to recommend that the Company Shareholders vote in favour of the Arrangement Resolution, all subject to the terms and conditions contained in this Agreement;

C. As a material inducement and condition to Purchaser entering into this Agreement, certain Company Shareholders have entered into Support and Voting Agreements  pursuant to which such Company Shareholders have agreed, subject to the terms and conditions of such Support and Voting Agreements, to vote all of the Company Shares held by them in favour of the Arrangement Resolution; and

D. It is intended that, for U.S. federal income tax purposes, (a) the Arrangement ‎shall qualify as a ‎‎“reorganization” within the meaning of Section 368(a) of the U.S. Tax Code, and (b) ‎this Agreement, together with the Plan of Arrangement, shall constitute a plan of ‎reorganization ‎within the meaning of Treasury Regulation Section 1.368-2(g).  

THEREFORE, the Parties agree as follows:

Article 1
INTERPRETATION

Section 1.1Definitions

In this Agreement, the following terms have the following meanings:

1

“Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry (written or oral) from any Person or group of Persons (other than the Purchaser and/or one or more of its wholly-owned Subsidiaries), after the date of this Agreement relating to:

(a)  any sale or disposition (or any license, lease, long-term supply agreement or other arrangement, agreement or understanding having the same economic effect as a sale or disposition), direct or indirect, of assets (including voting, equity or other securities of Subsidiaries) or joint venture, partnership or similar transaction representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Company and its Subsidiaries, or of 20% or more of the voting or equity securities (or rights or interests in such voting or equity securities) of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, represent 20% or more of the consolidated assets of the Company and its Subsidiaries;

(b)  any take-over bid, exchange offer, issuance of securities or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning or having the right to acquire 20% or more of any class of voting or equity securities of the Company on a fully diluted basis;

(c)  any direct or indirect acquisition, plan of arrangement, merger, amalgamation, consolidation, share exchange, debt exchange, business combination, reorganization, joint venture, partnership or similar transaction, recapitalization, liquidation, dissolution or winding up or similar transaction involving the Company or any of its Subsidiaries that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of the voting or equity securities of the Company or any of its Subsidiaries or of the surviving entity or the resulting direct or indirect parent of the surviving entity; or

(d)  any other similar transaction or series of transactions involving the Company or any of its Subsidiaries.

“Agreement” means this arrangement agreement, together with the Schedules attached hereto and the Company Disclosure Letter and the Purchaser Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Antitrust Approvals” means all applicable filings pursuant to the HSR Act shall have been made and all applicable waiting periods (and extensions thereof) shall have expired or been terminated and all Regulatory Approvals with respect to Antitrust Laws shall have been received (or, for purposes of this Agreement, been deemed to have been received by virtue of the expiration or termination of any applicable waiting period).

“Antitrust Laws” means the HSR Act or any other applicable antitrust, monopolization or unfair competition Laws or regulations.

“Applicable U.S. State Laws” means the Laws, civil, criminal or otherwise, as such relate, either directly or indirectly, to the cultivation, harvesting, production, distribution, sale and possession of cannabis, or related substances or products containing or relating to the same, of any States, territories or jurisdictions of the United States to which the Company is subject, including the States of Arizona, Maryland, Massachusetts, Minnesota, Nevada, New Mexico and New York and the Commonwealth of Puerto Rico, including the following laws:

2

(i) the Arizona Medical Marijuana Act, Ariz. Rev. Stat. §§36-2801 to 36-2821, the Smart and Safe Arizona Act, and the rules and regulations adopted by the Arizona Department of Health Services;

(ii) the Natalie M. Laprade Medical Marijuana Commission Act, Md. Code, Health-Gen. §§13-3301 to 13-3316, COMAR Title 10 Subtitle 62, and the rules, bulletins and regulations adopted by the Maryland Medical Cannabis Commission;

(iii) Medical Use of Marijuana Act, Mass. Gen. Laws, ch. 94I, §§1 to 8, Regulation Of The Use And Distribution Of Marijuana Not Medically Prescribed Act, Mass. Gen. Laws, ch. 94G, § 7, 935 CMR 501.001 to 501.900, and the rules and regulations adopted by the Massachusetts Cannabis Control Commission;

(iv) the THC Therapeutic Research Act, Minn. Stat. §§ 152.21 to 152.37, Minnesota Administrative Rules Chapter 4770, and the rules and regulations adopted by the Minnesota Office of Medical Cannabis;

(v) the Medical Use of Marijuana, Nev. Rev. Stat. §§ 453A.010 to 453A.170 and 453A.320 to 453A.370, Regulation and Taxation of Marijuana, Nev. Rev. Stat. §§453D.010 to 453D.600, Title 56 Nevada Revised Statutes 678A-678D, Nevada Cannabis Compliance Regulations (NCCR), and the rules and regulations adopted by the Nevada Cannabis Compliance Board;

(vi) the Lynn and Erin Compassionate Use Act, N.M. Stat. §§ 26-2B-1 to 26-2B-7, Cannabis Regulation Act, New Mexico Session Laws, Laws 2021, 1st Spec. Sess. 2021, ch. 4, 16.8.1 NMAC, 16.8.2 NMAC, 16.8.8 NMAC, 16.8.11 NMAC, and the rules and regulations adopted by the New Mexico Cannabis Control Division;

(vii) the Cannabis Law, N.Y. Cannabis Law §§1 to 139, Compassionate Care Act, Title 10 Section 1005.3 related to cannabinoid hemp retailer licensing, and the rules and regulations adopted by the New York Office of Cannabis Management; and

(viii) the Act to Manage the Study, Development and Investigation of Cannabis for Innovation, and Applicable Norms and Limitations, Act 42, and the rules and regulations adopted by the Puerto Rico Medical Cannabis Regulatory Board.

“Approval Limitation” has the meaning specified in Section 4.3(2).

“Arrangement” means an arrangement pursuant to Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms and conditions of this Agreement, the Plan of Arrangement or at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably;

“Arrangement Filings” means the records and information required to be provided to the Registrar under Section 292(a) of the BCBCA in respect of the Arrangement, if any, together with a copy of the Final Order.

“Arrangement Resolution” means the special resolution of the Company Shareholders approving the Arrangement to be considered, and, if thought advisable, passed by the Company Shareholders at the Company Meeting, substantially in the form of Schedule B.

3

“Authorization” means, with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person.

“BCBCA” means the Business Corporations Act (British Columbia) and the regulations made thereunder.

“Breaching Party” has the meaning specified in Section 4.8(3).

“Budget” means, collectively, the capital expenditure budgets set out in Section 4.1(1) of the Company Disclosure Letter.

“Business Day” means any day (other than a Saturday, a Sunday, a Canadian or U.S. statutory or civic holiday or, for the purpose of the Final Order, a date the courts in Vancouver, British Columbia would not hear the application for the Final Order) on which commercial banks located in Vancouver, British Columbia and Chicago, Illinois are open for the conduct of business.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act.

“Change in Recommendation” has the meaning specified in Section 7.2(1)(d)(ii).

“Closing” has the meaning specified in Section 2.8(3).

“Closing Date” has the meaning specified in Section 2.8(3).

“Closing Regulatory Approval” means the Regulatory Approvals required to consummate the transactions contemplated by this Agreement pursuant to Applicable U.S. State Law in the State of New York.

“Company” has the meaning specified in the preamble.

“Company Assets” means all tangible and intangible assets, properties, Permits, rights or other privileges (whether contractual or otherwise) owned (either directly or indirectly), leased, licensed, loaned, operated or being developed or used, including all licenses and approvals issued under Applicable U.S. State Laws, vendor lists, customer lists, intellectual property and related technologies, real property, fixed assets, facilities, equipment, inventories and accounts receivable, of the Company and its Subsidiaries.

“Company Board” means the board of directors of the Company as constituted from time to time.

“Company Board Recommendation” has the meaning specified in Section 2.4(2).

“Company Business” means the business of the Company and/or its Subsidiaries.

“Company Circular” means the notice of the Company Meeting and accompanying proxy statement, including all schedules, appendices and exhibits to, and information incorporated by reference in, such proxy statement, to be sent to the Company security holders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement, including the Preliminary Company Circular and the Definitive Company Circular.

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“Company Data Room” means the material contained in the virtual data room established by the Company as at 5:00 p.m. (Eastern time) at the close of business on the Business Day prior to the date hereof.

“Company Disclosure Letter” means the disclosure letter dated the date of this Agreement and delivered by the Company to the Purchaser with this Agreement.

“Company Employees” means all officers and employees of the Company and its Subsidiaries.

“Company Equity Incentive Plans” means, collectively, the Vireo Health, Inc. 2018 Equity Incentive Plan and the Vireo Health International, Inc. 2019 Equity Incentive Plan.

“Company Filings” means all documents of the Company publicly filed under the profile of the Company on SEDAR and EDGAR since March 18, 2019.

“Company Financial Statements” has the meaning ascribed thereto in Section 1.1(k) of Schedule C.

“Company Leased Premises” means any premises of the Company or any Subsidiary and which the Company or any Subsidiary occupies, leases or uses, as more particularly described in Section 1.1(w) of the Company Disclosure Letter.

“Company Meeting” means the special meeting of the Company Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Purchaser.

“Company Multiple Voting Shares” means the shares of the Company designated as multiple voting shares, each entitling the holder thereof to 100 votes per share at meetings of the Company Shareholders.

“Company MVS Conversion Ratio” means the “Conversion Ratio” as defined in the rights and restrictions attached to the Company Multiple Voting Shares in the Company’s articles and notice of articles, as such Conversion Ratio may be adjusted from time to time in accordance with the rights and restrictions attached to the Company Multiple Voting Shares, expressed as the number of Company Subordinate Voting Shares for each Company Multiple Voting Share, which Conversion Ratio as of the effective date of this Agreement is 100.

“Company MVS Warrants” means the outstanding warrants to purchase Company Multiple Voting Shares issued under the warrant certificates (as may have been re-registered from time to time) dated March 18, 2019 and September 11, 2019.

“Company Options” means the outstanding options to purchase Company Subordinate Voting Shares or Company Multiple Voting Shares, as applicable, issued pursuant to the Company Equity Incentive Plans.

“Company Owned Real Property” means all real and immoveable property, buildings and facilities owned by the Company or its Subsidiaries or for which the Company or any of its Subsidiaries has a purchase option, right of first refusal, purchase obligation or any other purchase right or obligation, as more particularly set out at Section 1.1(x) of the Company Disclosure Letter.

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“Company RSUs” means the restricted share units for Company Subordinate Voting Shares or Company Multiple Voting Shares, as applicable, issued pursuant to the Company Equity Incentive Plans.

“Company Shareholders” means the registered or beneficial holders of Company Shares, as the context requires.

“Company Shares” means, collectively, the Company Subordinate Voting Shares, the Company Multiple Voting Shares and the Company Super Voting Shares.

“Company Subordinate Voting Shares” means the shares of the Company designated as subordinate voting shares, each entitling the holder thereof to one vote per share at meetings of the Company Shareholders.

“Company Super Voting Shares” means the shares of the Company designated as super voting shares, each entitling the holder thereof to 1,000 votes per share at meetings of the Company Shareholders.

“Company SVS Conversion Ratio” means the “Conversion Ratio” as defined in the rights and restrictions attached to the Company Super Voting Shares in the Company’s articles and notice of articles, as such Conversion Ratio may be adjusted from time to time in accordance with the rights and restrictions attached to the Company Super Voting Shares, expressed as the number of Company Multiple Voting Shares for each Company Super Voting Share, which Conversion Ratio as of the effective date of this Agreement is 100.

“Company SVS Warrants” means the outstanding warrants to purchase Company Subordinate Voting Shares issued under the warrant certificates (as may have been re-registered from time to time) dated March 25, 2021.

“Company Warrants” means collectively, the Company MVS Warrants and the Company SVS Warrants.

“Confidentiality Agreement” means the mutual confidentiality and non-disclosure agreement dated October 27, 2021 between the Company and the Purchaser.

“Consideration” means, collectively, the Share Consideration, the MVS Consideration and the SVS Consideration‎‎.

“Consideration Shares” means the Purchaser Shares to be issued as the Consideration pursuant to the Arrangement.

“Constating Documents” means articles, articles of incorporation, amalgamation, continuation, certificate of formation, articles of formation, by-laws, limited liability company agreements, partnership agreements and all amendments to any such governance documents, as applicable.

“Contract” means any written binding agreement, arrangement, commitment, engagement, contract, ‎franchise, license, lease, obligation, note, bond, mortgage, indenture, undertaking, joint venture ‎or other obligation.

“Court” means the Supreme Court of British Columbia.

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

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“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, return to work, employment, human resources, customer/vendor engagement, real property and leased real property management, or any other law, order, directive, guidelines or recommendations by any Governmental Entity in connection with or in response to COVID-19, including the CARES Act.

“Credit Agreement” means the Credit Agreement by and among the Company and certain of its Subsidiaries, as borrowers, the Persons from time to time party thereto as guarantors, the lenders from time to time party thereto and Chicago Atlantic Admin, LLC, as administrative agent and collateral agent, dated as of March 25, 2021, as amended by that certain Omnibus First Amendment to Credit Agreement and Security Agreement dated as of November 1, 2021, that certain Second Amendment to Credit Agreement dated as of November 18, 2021, and as amended by that certain Third Amendment to Credit Agreement dated as of the date hereof.

“CSE” means the Canadian Securities Exchange.

“Current Interest Amount” means the 10% base interest rate on the Incremental Principal Amount.

“Current Principal Amount Outstanding” means the principal amount outstanding under the Credit Agreement on the date hereof.

“Definitive Company Circular” means the definitive Company Circular filed with the SEC on EDGAR.

“Depositary” means Odyssey Trust Company or such Person as the Parties may agree in writing, each acting reasonably.

“Dissent Rights” means the rights of dissent of the Company Shareholders in respect of the Arrangement Resolution as described in the Plan of Arrangement.

“DOJ” means the United States Department of Justice.

“EDGAR” means the Electronic Data Gathering, Analysis, and Retrieval system of the SEC.

“Effective Date” means the date designated by the Company and the Purchaser by notice in writing as the effective date of the Arrangement, after all of the conditions to the completion of the Arrangement as set out in this Agreement and the Final Order have been satisfied (to the extent capable of being satisfied prior to the Effective Time) or waived.

“Effective Time” means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

“Employee Plans” means all health, welfare, supplemental unemployment benefit, bonus, profit sharing, option, stock appreciation, savings, insurance, incentive, incentive compensation, deferred compensation, share purchase, share compensation, disability, pension or supplemental retirement plans and other similar or material employee or director compensation or benefit plans, policies, trusts, funds, arrangements, agreements or understandings for the benefit of directors or former directors of the Company or any of its Subsidiaries, Company Employees or former Company Employees, in each case in their capacities as such, which are maintained by, contributed to or binding upon the Company or any of its Subsidiaries or in respect of which the Company or any of its Subsidiaries has any actual or potential liability.

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“Environmental Laws” means all Laws imposing obligations, responsibilities, liabilities or standards of conduct for or relating to: (a) the regulation or control of pollution, contamination, activities, materials, substances or wastes in connection with or for the protection of human health or safety, the environment or natural resources (including climate, air, surface water, groundwater, wetlands, land surface, subsurface strata, wildlife, aquatic species and vegetation); or (b) the use, generation, disposal, treatment, processing, recycling, handling, transport, distribution, destruction, transfer, import, export or sale of Hazardous Substances.

“Environmental Permits” means all Permits or program participation requirements, sign-offs or registrations required by or available with or from any Governmental Entity under any Environmental Laws.

“Evaluation Date” has the meaning ascribed thereto in Section 1.1(m) of Schedule C.

“Exchange Ratio” means 0.22652.

“Expense Fee Event” has the meaning specified in Section 7.4(2).

“Fairness Opinions” means the opinions of each of Hyperion Capital Inc. and Cormark Securities Inc. to the effect that, as of the date of each such opinion, and subject to the assumptions and qualifications related thereto, the Consideration to be received by the Company Shareholders is fair, from a financial point of view, to such holders.

“Federal Cannabis Laws” means any United States federal Laws, civil, criminal or otherwise, as such relate, either directly or indirectly, to the cultivation, harvesting, production, distribution, sale and possession of cannabis, or related substances or products containing or relating to the same, including, without limitation, the prohibition on drug trafficking under 21 U.S.C. § 801, et seq., the conspiracy statute under 18 U.S.C. § 846, the bar against aiding and abetting the conduct of an offense under 18 U.S.C. § 2, the bar against misprision of a felony (concealing another’s felonious conduct) under 18 U.S.C. § 4, the bar against being an accessory after the fact to criminal conduct under 18 U.S.C. § 3, and federal money laundering statutes under 18 U.S.C. §§ 1956, 1957, and 1960 and the regulations and rules promulgated under any of the foregoing.

“Final Order” means the final order of the Court approving the Arrangement under Section 291(4) of the ‎‎BCBCA, in a form acceptable to the Company and the Purchaser, each acting reasonably, ‎after ‎a hearing upon the procedural and substantive fairness of the terms and conditions ‎of the ‎Arrangement, as such order may be amended by the Court (with the prior written consent of ‎both the ‎Company and the Purchaser, each acting reasonably) at any time prior to the ‎Effective Date or, ‎if appealed, then, unless such appeal is withdrawn or denied, as ‎affirmed or as amended (provided that any such amendment is acceptable to both the ‎Company and the Purchaser, each ‎acting reasonably) on appeal‎.

“FTC” means the United States Federal Trade Commission.

“Government Official” means (i) any official, officer, employee or representative of, or any person acting in an official capacity for or on behalf of, any Governmental Entity, (ii) any salaried political party official, elected member of political office or candidate for political office, or (iii) any company, business, enterprise or other entity owned or controlled by any person described in the foregoing clauses.

“Governmental Entity” means: (i) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public authority,

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department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, ministry, governor in council, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental, administrative or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange, including the CSE.

“Hazardous Substance” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous or deleterious substance, waste or material, including hydrogen sulphide, arsenic, cadmium, copper, lead, mercury, petroleum, polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any other material, substance, pollutant or contaminant regulated or defined pursuant to, or that could result in liability under, any Environmental Law.

“HSR Act” means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“IFRS” means International Financial Reporting Standards, as issued by the International Accounting Standards Board, applicable as at the date on which the calculation is made or required to be made, applied on a consistent basis.

“Incremental Interest Amount” means, in the aggregate, the interest rate, credit monitoring fees, annual paid-in-kind interest, original issue discount, extension fee, make whole fee, catch-up fee and all other costs charged in connection with borrowing the Incremental Principal Amount, to the extent such aggregate amount exceeds the Current Interest Amount.

“Incremental Principal Amount” means the principal amount under the Credit Agreement above the Current Principal Amount Outstanding.  

“Indemnified Persons” has the meaning specified in Section 8.6(1).

“Interim Order” means the interim order of the Court pursuant to Section 291(2) of the BCBCA in a form ‎‎acceptable to the Company and the Purchaser, each acting reasonably, providing for, among ‎‎other things, the calling and holding of the Company Meeting, as such order may be amended, modified, ‎‎supplemented or varied by the Court with the prior written consent of the Company and the Purchaser, each ‎‎acting reasonably.

“Law” means, with respect to any Person, any and all law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, notice, judgment, decree, ruling, regulation, by-law or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended.

“Lien” means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise), defect of title, or restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

“Matching Period” has the meaning specified in Section 5.4(1)(d).

“Material Adverse Effect” means, in respect of a Party, any change, event, occurrence, effect or circumstance that, individually or in the aggregate with other changes, events, occurrences, effects or circumstances, is or could reasonably be expected to be material and adverse to the

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business, operations, results of operations, or financial condition of such Party and its Subsidiaries, taken as a whole, including, in respect of the Company and its Subsidiaries, the loss or termination of, or any material adverse change to, its material Permits in the ‎States of New York or Minnesota. Notwithstanding the foregoing, “Material Adverse Effect” shall not include any such change, event, occurrence, effect, or circumstance resulting from or arising in connection with:

(a) ‎changes, developments or conditions generally affecting the Cannabis industry in any state in which such Party and its Subsidiaries operate ‎generally, or in the United States generally;

(b) ‎any change in global, national or regional political conditions (including strikes, ‎lockouts, riots or facility takeover for emergency purposes), economic, business, ‎banking, regulatory, currency exchange, interest rate, inflationary conditions or ‎financial, capital or commodity market conditions, in each case whether national ‎or global;

(c) any act of terrorism or any outbreak of hostilities or war (or any escalation or worsening thereof);

(d) any epidemics, pandemics or disease outbreak or other public health condition (including COVID-19), earthquakes, volcanoes, tsunamis, hurricanes, tornados or other natural disasters or acts of God;

(e) any adoption, proposal, implementation or change in Law or any interpretation of Law by any Governmental Entity;

(f) any change in IFRS or U.S. GAAP, as applicable;

(g) ‎any change in the market price or trading volume of any securities of the Party ‎or any suspension of trading in publicly trading securities generally, or any credit ‎rating downgrade, negative outlook, watch or similar event relating to the Party ‎‎(it being understood that the causes underlying such change in market price or ‎trading volume may be taken into account in determining whether a Material ‎Adverse Effect has occurred);

(h) the failure of the Party to meet any internal or published projections, forecasts or estimates of revenues, earnings or cash flow for any period ending on or after the date of this Agreement (provided, however, that the causes underlying such failure may be considered to determine whether such causes constitute a Material Adverse Effect);

(i) the announcement of this Agreement or the transactions contemplated hereby; or

(j) any action taken by the Party or any of its Subsidiaries which is required to be taken pursuant to this Agreement,

provided, however, that with respect to clauses (a) through to and including (e), such matter does not have a materially disproportionate effect on the Party and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries and the geographic areas in which the Party and its Subsidiaries operate. References in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a “Material Adverse Effect” has occurred.  

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“Material Contract” means any Contract: (i) relating directly or indirectly to the guarantee of any liabilities or obligations or to indebtedness for borrowed money (in each case whether incurred, assumed, guaranteed or secured by any asset) in excess of $1,100,000 in respect of the Company or any of its Subsidiaries; (ii) providing for the establishment, investment in, organization, formation, or governance of any joint venture, limited liability company, strategic alliance, partnership or sharing of profits, revenue or proprietary information or similar arrangement, agreement or understanding that is material to the business of the Company or any of its Subsidiaries, taken as a whole; (iii) providing for severance or change in control payments in excess of $1,100,000; (iv) providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds $1,100,000; (v) that requires the consent of any other party to the Contract to a change of control of the Company or any of its Subsidiaries, other than Contracts that are immaterial to the Company Business or otherwise replaceable without any delay (for example, cellular phone service providers); (vi) that is with any Person with whom the Company or any of its Subsidiaries does not deal at arm’s length within the meaning of the Tax Act, other than a wholly-owned Subsidiary, and excluding any Contract in respect of employment or services of a director or officer of the Company or any Subsidiary thereof; (vii) that constitutes a hedge contract, futures contract, swap contract, option contract or similar derivative Contract; (viii) that constitutes an amendment, supplement, or modification in respect of any of the foregoing; (ix) that remains in full force and effect and has been filed by the Company with the Securities Authorities as a Material Contract in accordance with Securities Laws; (x) with any Governmental Entity for a value in excess of $1,100,000; or (xi) that is otherwise material to the Company and its Subsidiaries, taken as a whole; and includes each of the Contracts listed in Section 1.1(ff) of the Company Disclosure Letter.

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions.

“Misrepresentation” means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.

‎“MVS Consideration” means that number of Purchaser Shares equal to the ‎product obtained when (i) the number of outstanding Company Multiple Voting Shares is multiplied by (ii) the product of (x) the Exchange Ratio and (y) the Company MVS ‎Conversion Ratio in effect at the Effective Time.‎

“NFP” means those Subsidiaries of the Company which are non-profit corporations.

“Notice” has the meaning specified in Section 8.3.

“Ordinary Course” means, with respect to an action taken by a Party or its Subsidiary, that such action is ‎substantially consistent in nature and scope with the past practices of such Party or such ‎Subsidiary and is taken in the ordinary course of the normal day-to-day operations of the ‎business of such Party or such Subsidiary. For greater certainty, actions taken by either Party in ‎connection with developing, expanding, establishing or constructing facilities or businesses shall ‎be deemed to be in the Ordinary Course.

“OTCQX” means the OTCQX Best Market operated by OTC Markets Group Inc.

“Outside Date” means December 31, 2022, or such later date as may be agreed to by the Parties in writing; provided, however, that the ‎Outside Date shall be automatically extended to

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April 30, 2023 if either the Closing Regulatory Approval or the condition in Section 6.1(7) has not ‎been obtained by December 31, 2022‎.

“Pandemic-Relief Debt” means any liability incurred in connection with any Law or program involving any Governmental Entity providing or expanding any loan, guaranty, investment, participation, grant, program or other assistance in response to or to provide relief for COVID-19, including any loan incurred under 15 U.S.C. 636(a)(36) as added to the Small Business Act by the CARES Act, any U.S. Small Business Administration Economic Injury Disaster Loan, any loan under the Main Street Lending Program, or any other similar state or local Governmental Entity program.

“Parties” means the Company and the Purchaser and “Party” means either of them.

“Permit” means any license, permit, certificate, consent, order, grant, approval, agreement, classification, restriction, registration or other Authorization of, from or required by any Governmental Entity including pursuant to Applicable U.S. State Laws.

“Permitted Liens” means, in respect of a Party or any of its Subsidiaries, any one or more of the following:

(a) Liens for Taxes which are not yet due or delinquent or that are being properly contested ‎in good faith by appropriate proceedings and in respect of which reserves have ‎been provided in the most recent publicly filed financial statements; ‎

(b) easements, rights of way, servitudes and similar rights in land including rights of way ‎and servitudes for highways and other roads, railways, sewers, drains, gas and ‎oil pipelines, gas and water mains, electric light, power, telephone, telegraph or ‎cable television conduits, poles, wires and cables that do not have an adverse ‎effect on the value or materially impair or add material cost to the use and ‎operation of the subject property;‎

(c) inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, ‎suppliers, materialmen, carriers and others in respect of the construction, ‎maintenance, repair or operation of the Company Assets or the Purchaser ‎Assets; provided, however, that such Liens are related to obligations not due or ‎delinquent or in respect of which adequate holdbacks or reserves are being ‎maintained in a sufficient amount to pay off such disputed Liens;‎

(d) customary rights of general application reserved to or vested in any Governmental ‎Entity to control or regulate any interest in the facilities in which the Company ‎or any of its Subsidiaries conducts its business; provided however that such ‎Liens, encumbrances, exceptions, agreements, restrictions, limitations, ‎Contracts and rights (i) were not incurred in connection with any indebtedness ‎and (ii) do not, individually or in the aggregate, have an adverse effect on the ‎value or materially impair or add material cost to the use of the subject ‎property;‎

(e) Liens incurred, created and granted in the Ordinary Course to a public utility, municipality or ‎Governmental Entity in connection with operations conducted with respect to the Company ‎Assets or Purchaser Assets, as applicable, but only to the extent those Liens relate to costs and expenses for which payment is not ‎due or delinquent; and

(f) Liens listed and described in Section 1.1 of the Company Disclosure Letter or of Section 1.1 of the Purchaser Disclosure Letter, as applicable.

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“Person” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

“Plan of Arrangement” means the plan of arrangement, substantially in the form of Schedule A, subject to any amendments or variations to such plan made in accordance with Section 8.1 of this Agreement or the Plan of Arrangement, or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“Preliminary Company Circular” means the preliminary Company Circular as filed with the SEC on EDGAR and any amendments thereto.

“Purchaser” has the meaning specified in the preamble.

“Purchaser Assets” means all tangible and intangible assets, properties, Permits, rights or other privileges (whether contractual or otherwise) owned (either directly or indirectly), leased, licensed, loaned, operated or being developed or used, including all licenses and approvals issued under Applicable U.S. State Laws, vendor lists, customer lists, intellectual property and related technologies, real property, fixed assets, facilities, equipment, inventories and accounts receivable, of the Purchaser and its Subsidiaries.

“Purchaser Board” means the board of directors of the Purchaser as constituted from time to time.

“Purchaser Business” means the business of the Purchaser and/or its Subsidiaries.  

“Purchaser Data Room” means the material contained in the virtual data room established by the Purchaser as at 5:00 p.m. (Eastern time) at the close of business on the Business Day prior to the date hereof.

“Purchaser Disclosure Letter” means the disclosure letter dated the date of this Agreement and delivered by the Purchaser to the Company with this Agreement.

“Purchaser Employees” means all officers and employees of the Purchaser and its Subsidiaries, including unionized, non-unionized, part-time, full-time, active and inactive employees.

“Purchaser Equity Incentive Plan” means the Purchaser’s Stock and Incentive Plan adopted by the board of directors of the Purchaser on February 11, 2021.  

“Purchaser Filings” means all documents of the Purchaser publicly filed under the profile of the Purchaser on SEDAR and/or EDGAR since February 11, 2021.

“Purchaser Financial Statements” has the meaning ascribed thereto in Section 1.2(j) of Schedule D.

“Purchaser Options” means the outstanding options to purchase Purchaser Shares or Purchaser Proportionate Voting Shares, as the case may be, issued pursuant to the Purchaser Equity Incentive Plan, as listed in Section 1.2(e) of the Purchaser Disclosure Letter.

“Purchaser Owned Real Property” has the meaning ascribed thereto in Section 1.2(s) of Schedule D.

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“Purchaser Proportionate Voting Shares” means the shares of the Purchaser designated as Class B proportionate voting shares, each entitling the holder thereof to 100 votes per share at shareholder meetings of the Purchaser.

“Purchaser RSUs” means the restricted share units to acquire Purchaser Shares or Purchaser Proportionate Voting Shares, as the case may be, issued pursuant to the Purchaser Equity Incentive Plan, as listed in Section 1.2(e) of the Purchaser Disclosure Letter.

“Purchaser Shares” means the shares of the Purchaser designated as Class A subordinate voting shares, each entitling the holder thereof to one vote per share at shareholder meetings of the Purchaser.

“Registrar” means the Registrar of Companies appointed under the BCBCA.

“Regulatory Approval” means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, including the Antitrust Approvals and regulatory approvals required under Applicable U.S. State Laws, in each case required in connection with the Arrangement.

“Release” means any release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Substance in the indoor or outdoor environment, including the movement of Hazardous Substance through or in the air, soil, surface water, ground water or property.

“Replacement Warrants” means the warrants to purchase Purchaser Shares ‎to be issued by the Purchaser at the Effective Time in exchange for outstanding Company Warrants pursuant to, and in accordance with, the Plan of Arrangement.

“Representative” has the meaning specified in Section 5.1(1).

“Required Approval” has the meaning specified in Section 2.2(3).

“Required Divestitures” means the divestitures of Company Assets or Purchaser Assets in [REDACTED] that the Purchaser determines, in its sole discretion, should be made under Applicable U.S. State Laws.

“SEC” means the U.S. Securities and Exchange Commission.

“SEC Reports” has the meaning ascribed thereto in Section 1.1(r) of Schedule C.

“Section 3(a)(10) Exemption” means the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof.

“Securities Authorities” means the British Columbia Securities Commission, the Alberta Securities Commissions and the applicable securities commission or securities regulatory authority of each of the other provinces and territories of Canada, the SEC and U.S. state securities commissions or securities regulatory authorities.

“Securities Laws” means (a) applicable securities Laws in each of the provinces and territories of Canada, (b) the U.S. Securities Act, the U.S. Exchange Act, and the U.S. state securities Laws and the rules and regulations promulgated thereunder, (c) the policies of the CSE, and (d) the policies of the OTCQX.

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“SEDAR” means the System for Electronic Document Analysis Retrieval of the Canadian Securities Administrators.

“Share Consideration” means the number of Purchaser Shares equal to the product obtained when the number of Company Subordinate Voting Shares is multiplied by the Exchange Ratio.

“Subsidiary” has the meaning specified in Section 1.2(12).

“Superior Proposal” means any unsolicited bona fide written Acquisition Proposal from a Person who is an arm’s length third party made after the date of this Agreement: (i) to acquire all of the outstanding Company Shares or all or substantially all of the assets of the Company on a consolidated basis; (ii) that complies with Securities Laws and did not result from or involve a breach of Article 5; (iii) that is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such proposal and the Person making such proposal; (iv) that is not subject to any financing condition and in respect of which adequate arrangements have been made to ensure that the required funds or other consideration will be available to effect payment in full for all of the Company Shares or assets, as the case may be; (v) is not subject to any due diligence or access condition; and (vi) that the Company Board determines, in its good faith judgment, after receiving the advice of its outside legal and financial advisors and after taking into account all the terms and conditions of the Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Acquisition Proposal and the party making such Acquisition Proposal, would, if consummated in accordance with its terms, but without assuming away the risk of non-completion, result in a transaction which is more favourable, from a financial point of view, to the Company Shareholders than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by the Purchaser pursuant to Section 5.4(2)).

“Superior Proposal Notice” has the meaning specified in Section 5.4(1)(c).

“Support and Voting Agreements” means each of the support and voting agreements dated the date hereof between the Purchaser and each of the Persons set forth on Section 1.1 of the Purchaser Disclosure Letter.

‎“SVS Consideration” means that number of Purchaser Shares equal to the ‎product obtained when (i) the number of outstanding Company Super Voting Shares is multiplied by (ii) the product of (x) the Exchange Ratio and (y) the Company SVS ‎Conversion Ratio in effect at the Effective Time.‎

“Tax Act” means the Income Tax Act (Canada), together with the regulations thereunder.

“Tax Returns” means any and all returns, reports, declarations, elections, notices, forms, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes.

“Taxes” means: (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, branch profits, franchise, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, provincial sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property,

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health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii); (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iv) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

“Terminating Party” has the meaning specified in Section 4.8(3).

“Termination Fee”  has the meaning specified in Section 7.4(5).

“Termination Fee Event” has the meaning specified in Section 7.4(5).

“Termination Notice” has the meaning specified in Section 4.8(3).

“Transaction Expenses” has the meaning specified in Section 7.4(2).

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“U.S. GAAP” means accounting principles generally accepted in the United States, as applicable at the relevant time.

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“U.S. Tax Code” means the United States Internal Revenue Code of 1986, as amended.‎

Section 1.2Certain Rules of Interpretation

(1) Gender, etc. In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders.

(2) Including. Every use of the words “including” or “includes” in this Agreement is to be construed as meaning “including, without limitation” or “includes, without limitation”, respectively.

(3) Divisions and Headings The division of this Agreement into Articles and Sections, the insertion of headings and the inclusion of a table of contents are for convenience of reference only and do not affect the construction or interpretation of this Agreement.

(4) Articles, Sections, etc. References in this Agreement to an Article, Section or Schedule are to be construed as references to an Article, Section or Schedule of or to this Agreement unless otherwise specified.

(5) Time Periods. Unless otherwise specified in this Agreement, time periods within which or following which any calculation or payment is to be made, or action to be taken, will be calculated by excluding the day on which the period begins and including the day on which the period ends.

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If the last day of a time period is not a Business Day, the time period will end on the next Business Day.

(6) Statutory Instruments. Unless otherwise specified, any reference in this Agreement to any statute includes all regulations and subordinate legislation made under or in connection with that statute at any time, and is to be construed as a reference to that statute as amended, modified, restated, supplemented, extended, re-enacted, replaced or superseded at any time.

(7) Knowledge. Where any representation or warranty is expressly qualified by reference to the knowledge of the Company, it is deemed to refer to the actual knowledge, after making reasonable inquiries regarding the relevant matter, of each of the executive officers of the Company set forth on Section 1.2(7) of the Company Disclosure Letter.

Where any representation or warranty is expressly qualified by reference to the knowledge of the Purchaser, it is deemed to refer to the actual knowledge, after making reasonable inquiries regarding the relevant matter, of each of the executive officers of the Purchaser set forth on Section 1.2(7) of the Purchaser Disclosure Letter.

(8) Time of Day. Unless otherwise specified, references to time of day or date mean the local time or date in the City of Vancouver, in the Province of British Columbia.

(9) Payment and Currency. Unless otherwise specified, any money to be advanced, paid or tendered by a Party under this Agreement must be advanced, paid or tendered by bank draft, certified cheque or wire transfer of immediately available funds payable to the Person to whom the amount is due. Unless otherwise specified, the word “dollar” and the “$” sign refer to United States currency, and all amounts to be advanced, paid, tendered or calculated under this Agreement are to be advanced, paid, tendered or calculated in United States currency.

(10) Capitalized Terms. All capitalized terms used in any Schedule, in the Company Disclosure Letter or in the Purchaser Disclosure Letter have the meanings ascribed to them in this Agreement.

(11) Accounting Terms. Unless otherwise specified herein, all accounting terms are to be interpreted in accordance with U.S. GAAP (to the extent applicable) and all determinations of an accounting nature in respect of the Company required to be made shall be made in a manner consistent with U.S. GAAP (to the extent applicable).

(12) Consent. If any provision requires approval or consent of a Party and such approval or consent is not delivered within the specified time limit, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.

(13) Affiliates and Subsidiaries. For the purpose of this Agreement, a Person is an “affiliate” of another Person if one of them is a Subsidiary of the other or each one of them is controlled, directly or indirectly, by the same Person. A “Subsidiary” means a Person that is controlled directly or indirectly by another Person and includes a Subsidiary of that Subsidiary. A Person is considered to “control” another Person if: (i) the first Person beneficially owns or directly or indirectly exercises control or direction over securities of the second Person carrying votes which, if exercised, would entitle the first Person to elect a majority of the directors of the second Person, unless that first Person holds the voting securities only to secure an obligation, or (ii) the second Person is a partnership, other than a limited partnership, and the first Person holds more than 50% of the interests of the partnership, or (iii) the second Person is a limited partnership, and the general partner of the limited partnership is the first Person, or (iv) in the event the second Person is a non-profit entity, the first Person controls such second Person via

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membership, control of the first Person’s board of directors or managers, or management services or similar agreement.

Section 1.3Schedules

(1) The schedules attached to this Agreement, the Company Disclosure Letter and the Purchaser Disclosure Letter form an integral part of this Agreement for all purposes of it.

(2) The Company Disclosure Letter itself and all information contained in it is confidential information and may not be disclosed except in accordance with the terms of the Confidentiality Agreement.

(3) The Purchaser Disclosure Letter itself and all information contained in it is confidential information and may not be disclosed except in accordance with the terms of the Confidentiality Agreement.

Article 2
tHE aRRANGEMENT

Section 2.1Arrangement

The Parties agree that the Arrangement shall be implemented in accordance with, and subject to the terms and conditions of, this Agreement and the Plan of Arrangement. The Arrangement shall become effective in accordance with the Plan of Arrangement at the times specified in the Plan of Arrangement. The Company agrees to file, or cause to be filed, the Arrangement Filings to implement the Plan of Arrangement in accordance with, and subject to the terms and conditions of, this Agreement, if such filing is required under the BCBCA. From and after the Effective Time, the Parties shall each effect and carry out the steps, actions or transactions to be carried out by them pursuant to the Plan of Arrangement with the result that, among other things, the Purchaser shall become the holder of all outstanding Company Shares.

Section 2.2Interim Order

As soon as reasonably practicable after the date of this Agreement, but in any event on in sufficient time to permit the Company Meeting to be convened in accordance with Section 2.3(1), the Company shall apply to the Court, in a manner acceptable to the Purchaser, acting reasonably, pursuant to Section 291(b) of the BCBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, the terms of which are acceptable to the Purchaser, acting reasonably, which must provide, among other things:

(1) for the Persons and classes of Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided;

(2) for confirmation of the record date for the Company Meeting;

(3) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be: (i) 66^2/3% of the votes cast on the Arrangement Resolution by holders of Company Shares, present in person or represented by proxy and entitled to vote at the Company Meeting voting together as a single class; and (ii) if required by Law, a simple majority of the votes cast on the Arrangement Resolution by each class of outstanding Company Shares, excluding the votes for Company Shares held by “related parties” and “interested parties” as defined under MI 61-101;

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(4) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;

(5) for the grant of the Dissent Rights as set forth in the Plan of Arrangement;

(6) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;

(7) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;

(8) that the Company Meeting may be held in-person or be a virtual meeting or hybrid meeting ‎whereby Company Shareholders may join virtually; ‎

(9) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities Law;  

(10) for such other matters as either of the Parties may reasonably require, subject to obtaining the prior consent of the other Party, such consent not to be unreasonably withheld or delayed; and

(11) that it is the intention of the Parties to rely upon the Section 3(a)(10) Exemption with respect to the issuance of the Consideration Shares to be issued pursuant to the Arrangement to the Company Shareholders in the United States, based on the Court’s approval of the Arrangement.

Section 2.3The Company Meeting

The Company shall:

(1) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s Constating Documents, Laws as well as the policies of the CSE as soon as reasonably practicable, and in any event on or before the date that is 120 days after the date hereof (unless the SEC elects to review the Preliminary Company Circular, in which case the Company Meeting shall be conducted on or before the date that is 170 days after the date hereof), and, in this regard, the Company may abridge, any time periods that may be abridged under Securities Laws, for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Company Circular, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser, acting reasonably, except: in the case of an adjournment, as required for quorum purposes  ‎(in which case the Company Meeting will be adjourned and not cancelled) or by Law or as otherwise required or permitted by this Agreement;

(2) subject to the terms of this Agreement, use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonably, or otherwise ‎desirable to the Company, using investment dealers and proxy solicitation ‎services firms selected by the Company and approved in writing by the Purchaser, acting ‎reasonably, to solicit proxies in favour of the approval of the Arrangement ‎Resolution, and the Purchaser agrees that it shall be responsible for the ‎reasonable costs of using such investment dealers or proxy solicitation services;

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(3) provide the Purchaser with copies of or access to information as requested from time to time by the Purchaser, acting reasonably, regarding the Company Meeting generated by any dealer or proxy solicitation services firm which has been retained by the Company;

(4) consult with the Purchaser in fixing the date of the Company Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting;

(5) promptly advise the Purchaser, at such times as the Purchaser may reasonably request and at least on a daily basis on each of the last ten Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution;

(6) promptly advise the Purchaser of receipt by the Company of any communication (written or oral) from any Company Shareholder or other security holder of the Company in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and written communications sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights;

(7) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of the Purchaser;

(8) not change the record date for Company Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting (unless required by Law); and

(9) at the reasonable request of the Purchaser from time to time, provide the Purchaser with a list of (i) Company Shareholders, together with their addresses and respective holdings of Company Shares, (ii) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Company Shares (including holders of Company Options, Company RSUs and Company Warrants), and (iii) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of Company Shares and other security holders of the Company, together with their addresses and respective holdings of Company Shares and other securities of the Company. The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Company Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request, provided, however, that the Purchaser shall not communicate directly with any Company Shareholder without the prior written consent of the Company.

Section 2.4The Company Circular

(1) The Company shall (i) promptly prepare and complete, in consultation with the Purchaser, the Company Circular, together with any other documents required by Law in connection with the Company Meeting and the Arrangement; (ii) cause the Company Circular and such other documents to be filed or furnished with the Securities Authorities and the CSE as required by Law and the policies of the CSE, and disseminate to each Company Shareholder and other Person as required by the Interim Order and Law; (iii) to the extent required by Law, as promptly as practicable prepare, file or furnish with the Securities Authorities and any applicable securities exchange, and disseminate to the Company Shareholders and other Persons as required by the Interim Order and Law any supplement or amendment to the Company Circular (after the Purchaser has had a reasonable opportunity to review and comment thereon) if any event will occur which requires such action at any time prior to the Company Meeting; and (iv) otherwise

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use its commercially reasonable efforts to comply with all requirements of Law applicable to the Company Meeting and the Arrangement.

(2) The Company shall ensure that the Company Circular complies in all material respects with Law, including Securities Laws and the Interim Order, does not contain any Misrepresentation ‎(other than with respect to any information relating to and furnished by the Purchaser in writing ‎for ‎inclusion in the Company Circular) regarding the Company and provides Company Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of each Fairness Opinion; (ii) a statement that the Company Board has received the Fairness Opinions, and has unanimously determined, after receiving financial and legal advice, that the Consideration to be received by the Company Shareholders is fair from a financial point of view and that the Arrangement is in the best interests of the Company and its security holders and that the Company Board unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”); (iii) a statement regarding the Support and Voting Agreements and that each director and officer of the Company has entered into a Support and Voting Agreement that provides, among other things, and subject to the terms thereof, that such Person will vote all of such Person’s Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement, the whole in accordance with such Person’s Support and Voting Agreement, as applicable.

(3) The Company shall indemnify and save harmless the Purchaser and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:

(a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular, other than the information solely relating to the Purchaser or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular; and

(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in the Company Circular other than the information relating solely to the Purchaser or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.

(4) The Company shall not be responsible for any information in the Company Circular relating to the Purchaser or the Consideration Shares that is furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.

(5) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Preliminary Company Circular, amendments to the Preliminary Company Circular, responses to SEC comments (oral or written) thereon, if any, and the Definitive Company Circular, and other related documents, and shall give reasonable consideration to any comments made by them, and agrees that all information relating solely to the Purchaser and the Consideration Shares included in the Company Circular must be in a form and content satisfactory to them, acting reasonably.

(6) The Purchaser shall cooperate with the Company to prepare the Company Circular as promptly as practicable after the date of this Agreement and shall provide the Company and its auditor with all necessary financial statements and information regarding the Purchaser, its affiliates and

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the Consideration Shares, including such financial information and assistance as may be reasonably required in connection with the preparation of any pro forma financial statements, as required by Law (and in particular, Securities Laws) for inclusion in the Company Circular or in any amendments or supplements to the Company Circular. The Purchaser hereby consents to the inclusion of its financial statements in the Company Circular as required by Law (and in particular, Securities Laws). The Purchaser shall ensure that such information does not include any Misrepresentation concerning the Purchaser and the Consideration Shares.

(7) The Purchaser shall indemnify and save harmless the Company and each of its representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:

(a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6); and

(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser or the Consideration Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(6).

(8) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company or any affiliates of the Company.

(9) The Purchaser and the Company shall also use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of the Fairness Opinions and any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.

(10) Each Party shall promptly notify the other if at any time before the Effective Date it becomes aware (in the case of the Company only with respect to the Company and its affiliates, and in the case of the Purchaser only with respect to the Purchaser, its affiliates, or the securities of the Purchaser to be issued pursuant to the Plan of Arrangement) that the Company Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement to the Company Circular as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Circular to Company Shareholders and, if required by the Court, Securities Laws or any other Law, file the same with the Securities Authorities or any other Governmental Entity as required.

Section 2.5Final Order

If the Interim Order is obtained and the Arrangement Resolution is passed at the ‎Company Meeting as provided for in the Interim Order, the Company will, as soon as reasonably ‎practicable thereafter, take all steps necessary ‎or desirable to submit the Arrangement to the Court and diligently pursue an application for the ‎Final Order pursuant to the BCBCA‎.

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Section 2.6Court Proceedings and the Company Circular

In connection with finalizing and filing the Company Circular and all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:

(1) diligently pursue, and cooperate with the Purchaser in diligently pursuing, finalizing and filing the Company Circular, pursuing the Interim Order and, subject to the approval of the Arrangement Resolution at the Company Meeting, the Final Order;

(2) provide the Purchaser and its advisors with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Securities Authorities and the Court in connection with the Arrangement, and give reasonable consideration to all such comments;

(3) provide the Purchaser and its advisors with copies of any correspondence, notice of appearance, evidence or other documents delivered or served on the Company or its legal counsel in respect of the Company Circular, the motion for the Interim Order or the application for the Final Order or any appeal from them, and any correspondence, notice, written or oral, indicating the intention of any Person to respond to, appeal, or oppose the granting of, the Interim Order or the Final Order;

(4) ensure that all material filed with the Securities Authorities and the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement and that such material has been approved by the Purchaser, acting reasonably, for filing or delivery, as applicable;

(5) not file any material with the Securities Authorities or the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, acting reasonably;

(6) oppose any proposal from any Person that the Definitive Company Circular or Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Securities Authorities or Law to return to Court with respect to the Final Order do so only after notice to, and in reasonable consultation and cooperation with, the Purchaser; and

(7) not object to legal counsel to the Purchaser appearing at and making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as the Purchaser considers appropriate, provided the Purchaser advises the Company of the nature of any such submissions not less than one Business Day prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

Section 2.7Treatment of Convertible Securities

Subject to the terms and conditions of this Agreement and the Plan of Arrangement, pursuant to the ‎Arrangement:

(1) ‎all outstanding Company Options, whether vested or unvested, shall, in accordance with the Company Equity Incentive ‎Plans and at the time specified in the Plan of Arrangement, cease to represent a right to ‎acquire Company Shares and instead represent a right to acquire Purchaser Shares‎;‎

(2) all outstanding Company RSUs, whether vested or unvested, shall, in accordance with the Company Equity Incentive ‎Plans and at the time specified in the Plan of Arrangement, cease to

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represent a right to ‎receive Company Shares and instead represent a right to receive Purchaser Shares; ‎and

(3) all outstanding Company Warrants, whether vested or unvested, shall cease to represent a ‎warrant or other right to acquire Company Shares and shall be exchanged at the ‎Effective Time for Replacement Warrants,

all in accordance with and subject to the provisions of the Plan of Arrangement.

Section 2.8Amendment to Plan of Arrangement, Arrangement Filings and Effective Date

(1) The Company shall amend the Plan of Arrangement from time to time at the reasonable request of the Purchaser, provided that no such amendment is inconsistent with the Definitive Company Circular, the Interim Order or the Final Order or is prejudicial to the Company Shareholders or other Persons to be bound by the Plan of Arrangement.

(2) Subject to obtaining the Final Order and to the satisfaction or, where not prohibited, the waiver (subject to Law) by the Party or Parties in whose favour the condition is, of each of the conditions set out in Article 6 (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, waiver by the Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), unless another time or date is agreed to in writing by the Parties, any Arrangement Filings required to be filed prior to the Effective Date shall be filed by the Company with the Registrar not later than one Business Day after the later of the receipt of the Final Order and the satisfaction or, where not prohibited, the waiver (subject to Law) by the Party or Parties in whose favour the condition is, of each of the conditions set out in Article 6 (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, waiver by the Party or Parties in whose favour the condition is, of those conditions as of the Effective Date); provided, however, that no Arrangement Filings shall be sent to the Registrar, for endorsement and filing by the Registrar, except as contemplated hereby or with the Purchaser’s prior written consent.

(3) The closing of the Arrangement (the “Closing”) will occur electronically, or in such other manner or at such other location, as may be agreed upon between the Parties. The Parties agree that all requisite closing documents may be exchanged electronically at the Closing, and that documents so exchanged shall be binding for all purposes. The date on which the Closing occurs is referred to herein as the “Closing Date”.

Section 2.9Payment of Consideration

The Purchaser will, as soon as possible after the receipt by the Company of the Final Order and in any case prior to the Effective Time, deliver to its transfer agent (with a copy to the Depositary), a treasury direction instructing the Purchaser’s transfer agent to issue sufficient Purchaser Shares to satisfy the aggregate Consideration payable to the Company Shareholders (other than any Dissenting Shareholders who have not withdrawn their notice of objection) pursuant to the Plan of Arrangement.

Section 2.10Adjustment of Consideration

Notwithstanding anything in this Agreement to the contrary, if between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have changed into a different number of shares or a different class by reason of any split, consolidation, dividend, reclassification, redenomination or the like, provided any such action is permitted by Section 4.2(2)(b), then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company

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Shareholders the same economic effect as contemplated by this Agreement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share, subject to further adjustment in accordance with this Section 2.10.

Section 2.11Withholding Taxes

The Purchaser, the Company and the Depositary, as applicable, shall be entitled to deduct or withhold from any consideration payable or otherwise deliverable to any Person, including Company Shareholders exercising Dissent Rights, pursuant to the Arrangement and from all dividends, other distributions or other amounts otherwise payable to any former Company Shareholders, such Taxes or other amounts as the Purchaser, the Company or the Depositary are required, entitled or permitted to deduct or withhold with respect to such payment under the Tax Act, or any other provisions of any Laws. To the extent that Taxes or other amounts are so deducted or withheld, such deducted or withheld Taxes or other amounts shall be treated for all purposes under this Agreement as having been paid to the Person in respect of which such deduction or withholding was made, provided that such deducted or withheld Taxes or other amounts are actually remitted to the appropriate taxing authority. Each of the Purchaser, the Company and the Depositary, as applicable, ‎is hereby authorized to sell or ‎otherwise dispose of, on behalf of such Person, such portion of ‎any share or other security deliverable to ‎such Person as is necessary to provide sufficient funds ‎to the Purchaser, the Company or the Depositary, ‎as the case may be, to enable it to comply with such ‎deduction or withholding requirement and the ‎Purchaser, the Company or the Depositary shall notify such ‎Person thereof and remit the applicable ‎portion of the net proceeds of such sale to the ‎appropriate taxing authority and, if applicable, any portion ‎of such net proceeds that is not ‎required to be so remitted shall be paid to such Person.‎

Section 2.12Tax Election

The Company will file an election with the Canada Revenue Agency to cease to be a public corporation ‎for the purposes of the Tax Act as soon as practicable following satisfaction of the prescribed conditions ‎for making such an election.‎

Section 2.13Tax Matters

Notwithstanding any representations and covenants set forth in this Agreement, it is understood and agreed that none of the Purchaser nor the Company provides any assurances to any security holder of the Company regarding the income tax consequences of the Arrangement to any security holder of the Company, except as otherwise provided in the Company Circular.

Section 2.14United States Securities Law Matters

The Parties agree that the Arrangement will be carried out with the intention that, assuming the Final Order is granted by the Court, all Consideration Shares issued under the Arrangement to the holders of Company Shares, as the case may be, will be issued by the Purchaser in reliance on the Section 3(a)(10) Exemption. In order to ensure the availability of the exemption under the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis:

(1) the Arrangement will be subject to the approval of the Court;

(2) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement;

(3) the Court will be required to satisfy itself as to the fairness of the Arrangement to the Company Shareholders and the holders of Company Warrants, subject to the Arrangement;

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(4) the Company will ensure that each Person entitled to receive Consideration Shares or Replacement Warrants on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;

(5) each Person in the United States entitled to receive Consideration Shares or Replacement Warrants will be advised that the Consideration Shares and Replacement Warrants issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued by the Purchaser in reliance on the Section 3(a)(10) Exemption, and may be subject to restrictions on resale under the applicable securities laws of the United States, including Rule 144 under the U.S. Securities Act with respect to affiliates of the Company and the Purchaser;

(6) the Interim Order approving the Company Meeting will specify that each Person entitled to receive Consideration Shares or Replacement Warrants will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they deliver an appearance within a reasonable time;

(7) the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order; and

(8) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair and reasonable to the Company Shareholders. In addition, the Company shall request that the Final Order shall include a statement to substantially the following effect:

“This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of Verano Holdings Corp., pursuant to the Plan of Arrangement.”

Article 3
REPRESENTATIONS AND WARRANTIES

Section 3.1Representations and Warranties of the Company

(1) The Company represents and warrants to the Purchaser as set forth in Schedule C and acknowledges and agrees that the Purchaser is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Arrangement.

(2) The representations and warranties of the Company contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms. Any investigation by the Purchaser and its advisors shall not mitigate, diminish or affect the representations and warranties of the Company contained in this Agreement.

Section 3.2Representations and Warranties of the Purchaser

(1) The Purchaser represents and warrants to the Company as set forth in Schedule D and acknowledges and agrees that the Company is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Arrangement.

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(2) The representations and warranties of the Purchaser contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms. Any investigation by the Company and its advisors shall not mitigate, diminish or affect the representations and warranties of the Purchaser contained in this Agreement.

Article 4
COVENANTS

Section 4.1Conduct of Business of the Company

(1) During the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except with the express prior written consent of the Purchaser, acting reasonably, or as required by Law, as set out in Section 4.1(1) of the Company Disclosure Letter, or as otherwise contemplated or permitted by this Agreement or the Plan of Arrangement, the Company shall, and shall cause its Subsidiaries to, conduct their business in the Ordinary Course, and the Company shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ respective business organizations, assets, ‎properties, rights, goodwill and ‎business relationships.

(2) Without limiting the generality of Section 4.1(1), during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the express prior written consent of the Purchaser, acting reasonably, (ii) as contemplated or permitted by this Agreement, or (iii) as set out in Section 4.1(2) of the Company Disclosure Letter, the Company shall not, and the Company shall not permit any of its Subsidiaries to, directly or indirectly:

(a) amend its Constating Documents;

(b) split, combine, consolidate or reclassify any shares of its capital stock or declare, set aside or pay any dividend or other distribution thereon (whether in cash, stock or property or any combination thereof), or amend or modify any term of any outstanding debt security;

(c) redeem, purchase, or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of its capital stock or any of its outstanding securities;

(d) issue, deliver, sell, pledge or otherwise encumber, or authorize the issuance, delivery, sale, pledge or other encumbrance of any shares of its capital stock or other equity or voting interests (including issued Company Shares held by the Company in treasury), or any options, warrants or similar rights or convertible securities exercisable or exchangeable for or convertible into such capital stock or other equity or voting interests, or any stock appreciation rights, phantom stock awards or other rights that are linked to the price or the value of Company Shares, except for the issuance of Company Subordinate Voting Shares and Company Multiple Voting Shares issuable upon the exercise or settlement of Company Options, Company RSUs, and Company Warrants, in each case that are outstanding on the date of this Agreement or upon the conversion of Company Super Voting Shares or Company Multiple Voting Shares into Company Subordinate Voting Shares, in each case that are outstanding on the date of this Agreement or issued in accordance with this subsection (d);

(e) reduce its stated capital or reorganize, arrange, restructure, amalgamate or merge with any Person;

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(f) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company or any of its Subsidiaries;

(g) enter into any Contract with any Person that has obligations for the Company and/or its Subsidiaries in excess of $300,000, other than for capital expenditures as permitted in Section 4.1(2)(j);

(h) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses having a cost, on a per transaction or series of related transactions basis, in excess of $300,000 for all such transactions, other than (i) inventory acquired in the Ordinary Course; (ii) assets in connection with the Ordinary Course operation of the Company Business; and (iii) as otherwise permitted under the terms of this Agreement;  

(i) sell, pledge, lease, dispose of, lose the right to use, mortgage, license, encumber (other than a Permitted Lien) or otherwise transfer any assets of the Company or of any of its Subsidiaries or any interest in any assets of the Company and its Subsidiaries having a book or fair market value greater than $150,000 individually or $1,500,000 in the aggregate, other than inventory sold in the Ordinary Course;

(j) other than as set out in Section 4.1(2)(j) of the Company Disclosure Letter, make any capital expenditure or commitment to do so which, individually exceeds $150,000 or in the aggregate exceeds $3,000,000;

(k) other than under the Credit Agreement, amend or modify, or terminate or waive any material right under, any Material Contract;

(l) enter into any contract or agreement with a term of more than 12 months, except for contracts or agreements that are not Material Contracts that are entered into in the Ordinary Course;

(m) amend, modify or terminate any material insurance (or re-insurance) policy of the Company or any Subsidiary in effect on the date of this Agreement outside the Ordinary Course, provided, however, that this Section 4.1(2)(l) shall not prohibit the Company from (i) making changes to the terms of any material insurance (or re-insurance) policy in connection with, or replacing any existing policy with a substantially policy to the extent that it can be obtained on a commercially reasonable basis in connection with, a renewal or termination of an existing insurance (or re-insurance) policy, or (ii) in the event that a current insurer no longer will provide the scope or level of insurance currently provided of its own volition (for instance, if the insurer will no longer provide insurance in the cannabis industry);

(n) increase any coverage under any directors’ and officers’ insurance policy other than as contemplated under Section 4.9;

(o) other than under the terms and conditions of and pursuant to the Credit Agreement in effect on the date hereof, prepay any indebtedness before its scheduled maturity, or increase, create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof, except as permitted pursuant to the Credit Agreement;

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(p) make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person other than advances and capital contributions to wholly-owned Subsidiaries of the Company in the Ordinary Course;

(q) enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments;

(r) make any material Tax election or designation, settle or compromise any Tax claim, assessment, reassessment or liability, file any amended Tax Return, enter into any material agreement with a Governmental Entity with respect to Taxes, surrender any right to claim a Tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver of the limitation period applicable to any Tax matter or amend or change any of its methods of reporting income, deductions or accounting for income Tax purposes except as may be required by Law;

(s) make any material change in the Company’s methods of accounting, except as required by Laws or concurrent changes in U.S. GAAP;

(t) grant or implement any increase in the rate of wages, salaries, bonuses or other remuneration of any Company Employee or independent contractor earning total compensation in excess of $150,000 annually or make any bonus or profit sharing distribution or similar payment of any kind with respect to any Company Employee or independent contractor, except: (i) as may be required by a Contract listed in Section1.1(ll)of the Company Disclosure Letter, with such requirements described in such Section 1.1(ll); or (ii) annual increases in base wages and salaries made in the Ordinary Course;

(u) (i) adopt, enter into or amend any Employee Plan; (ii) pay any benefit to any director or officer of the Company or any of its Subsidiaries that is not required under the terms of any Employee Plan or agreement in effect on the date of this Agreement; (iii) grant, accelerate, increase or otherwise amend any payment, award or other benefit payable to, or for the benefit of, any director or officer of the Company or any of its Subsidiaries or to any Company Employee; (iv) make any determination under any Employee Plan that is not in the Ordinary Course; or (v) take or propose any action to effect any of the foregoing;

(v) cancel, waive, release, assign, settle or compromise any claims or rights of material value or take any material action or fail to take any action in any material respect that would result in termination of any material claims or rights other than as set out below in Section 4.1(2)(w);

(w) commence, waive, release, assign, settle, compromise or settle any litigation, proceeding or governmental investigation relating to the Company or any of its Subsidiaries, any Company Assets or the Company’s business in excess of an aggregate amount of $5,000,000, net of insurance proceeds, other than settlements in amounts for matters that have been specifically reserved for in the Company’s September 30, 2021 financial statements included in the Company Filings prior to the date hereof;

(x) enter into any material Contract with a Person (other than a wholly-owned Subsidiary or NFP of the Company) that does not deal at arm’s length with the Company (other than as permitted by Section 4.1(2)(g));

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(y) commit to or enter into any new arrangements, agreements or understandings or modify any existing arrangements, agreements or understandings between the Company and any Company Shareholder or holder of convertible securities of the Company owning or controlling more than 1% of any class of the outstanding Company Shares, as applicable;

(z) cease taking or take any action that may have a material adverse effect on the Company’s CSE listing;

(aa) fail to timely make any required material filing or material notification under Securities Laws or fail to meet the form and disclosure requirements for any required filing under Securities Laws in any material respect; or

(bb) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.

(3) Without limiting the generality of Section 4.1(1), during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the express prior written consent of the Purchaser, acting reasonably, or (ii) as required or permitted by this Agreement, the Company shall:

(a) on a monthly basis, notify the Purchaser in writing of its actual capital and other expenditures, construction status and results for the immediately preceding month as compared to the Budget; and

(b) on a monthly basis, notify the Purchaser in writing of any planned capital and other expenditures for the following month as compared to the Budget.

(4) The Company shall forthwith (and in any event, within two Business Days) notify the Purchaser in writing of:

(a) any event or occurrence that could reasonably be expected to result in a Material Adverse Effect with respect to the Company;

(b) any penalty, filing, action, suit, claim, investigation, audit inquiry, assessment or proceeding commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company Assets, the Company or its Subsidiaries that: (i) could result in amounts owing in excess of $5,000,000; (ii) would suspend, restrain, prohibit or otherwise adversely impact the conduct of any material portion of the Company Business or the Company Assets to a material extent; (iii) involves a director or officer of the Company; or (iv) would suspend, restrain, prohibit or otherwise materially adversely impact any Permits issued under Applicable U.S. State Laws in New York or Minnesota;

(c) any communications to or from any Governmental Entities that are not in the Ordinary Course;

(d) any resignation of a director and/or officer of the Company or any of its Subsidiaries; or

(e) any Contract entered into in respect of the Required Divestitures.

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Section 4.2Conduct of Business of the Purchaser

(1) During the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except with the express prior written consent of the Company, acting reasonably, or as required by Law, as set out in Section 4.2(1) of the Purchaser Disclosure Letter, or as otherwise contemplated or permitted by this Agreement or the Plan of Arrangement, the Purchaser shall, and shall cause its Subsidiaries to, conduct their business in the Ordinary Course, and the Purchaser shall use commercially reasonable efforts to maintain and preserve its and its material Subsidiaries’ respective business organizations, assets, ‎properties, rights, goodwill and ‎business relationships.

(2) During the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the express prior written consent of the Company, acting reasonably, or (ii) as required or permitted by this Agreement, the Purchaser shall not, and shall not permit its material Subsidiaries to, directly or indirectly:

(a) amend its Constating Documents;

(b) split, combine, consolidate or reclassify any shares of its capital stock or declare, set aside or pay any dividend or other distribution thereon (whether in cash, stock or property or any combination thereof);

(c) redeem, purchase, or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of its capital stock or any of its outstanding securities;

(d) reduce its stated capital or reorganize, arrange, restructure, amalgamate or merge with any Person; provided that the Purchaser and its material Subsidiaries shall be permitted, without the express prior written consent of the Company, to acquire other Persons other than by way of an amalgamation or merger;

(e) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Purchaser;

(f) make any material change in the Purchaser’s methods of accounting, except to U.S. GAAP, as required by applicable Laws or in relation to concurrent changes in IFRS and/or U.S. GAAP;

(g) materially change the nature of the business carried on by the Purchaser ‎and its Subsidiaries, taken as a whole; or

(h) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.

(3) The Purchaser shall forthwith (and in any event, within two Business Days) notify the Company in writing of:

(a) any event or occurrence that could reasonably be expected to result in a Material Adverse Effect with respect to the Purchaser; or

(b) any penalty, filing, action, suit, claim, investigation, audit inquiry, assessment or proceeding commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser Assets, the Purchaser or its Subsidiaries that could

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result in amounts owing in excess of $10,000,000 or otherwise would suspend, restrain, prohibit or otherwise adversely impact any portion of the Purchaser Business to a material extent.

(4) The Purchaser shall not, and shall cause its Subsidiaries not to, acquire or agree ‎to acquire, by merging with or into or consolidating with, or by purchasing a ‎substantial portion of the assets of or equity in, or by any other manner, any ‎business or any corporation, partnership, association or other business ‎organization or division thereof, or agree to acquire any assets, if the entering ‎into of a definitive agreement relating to, or the consummation of such ‎acquisition, merger or consolidation is reasonably expected to: (i) result in a ‎Governmental Entity entering an Order prohibiting the consummation of the ‎Arrangement or refusing to provide the Closing Regulatory Approval; or (ii) ‎materially delay or prevent the consummation of the Arrangement‎.

Section 4.3HSR Act

(1) If the appropriate filing pursuant to the HSR Act has not been filed prior to the date of this Agreement, each Party agrees to make an appropriate filing pursuant to the HSR Act or such other Antitrust Laws with respect to the Arrangement within ten Business Days after the date of this Agreement and to provide the appropriate Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act as promptly as practicable. All filing fees relating to the HSR Act and any other Antitrust Approval shall be paid by the Person required to make such payment under Law. Without limiting the foregoing, each of the Parties shall use its commercially reasonable efforts to avoid the entry of, or to have vacated or terminated, any order that would restrain, prevent or delay the consummation of the transactions contemplated hereunder.

(2) Notwithstanding anything in this Agreement to the contrary, it is expressly understood and agreed that the Purchaser: (i) shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) shall not be under any obligation to make proposals, execute or carry out agreements, enter into consent decrees or submit to orders providing for (A) the sale, divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of the Purchaser or the Company with the exception of the Required Divestitures, (B) the imposition of any limitation or regulation on the ability of the Purchaser to freely conduct its business or own such assets, or (C) the holding separate of the Company Assets or any of product lines, assets or operations of the Company Business or any limitation or regulation on the ability of Purchaser to exercise full rights of ownership of the Company Business or the Company Assets (each of (A), (B and (C), an “Approval Limitation”). All Approval Limitations affecting the business, assets, or operations of the Company or any of ‎its Subsidiaries shall be conditioned upon the prior occurrence of the Closing.‎

(3) The Parties shall cooperate in good faith with each other and use their respective commercially reasonable efforts to take or cause to be taken all actions and do or cause to be done all things reasonably necessary, proper, and advisable to consummate and make effective the transactions contemplated by this Agreement as soon as practicable. In furtherance of the foregoing, each Party shall use reasonable best efforts to (i) cooperate in good faith in all respects with each other in connection with any filing or submission pursuant to this Section 4.3 and in connection with any investigation or other inquiry relating thereto, (ii) promptly inform the other Party of any communication received from, or given to, the Antitrust Division of the DOJ, the FTC or any other Governmental Entity, in each case regarding any of the transactions contemplated hereby, (iii) permit the other Party, or the other Party’s legal counsel, to review in advance, with a reasonable opportunity for comment thereon, any proposed communication to,

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and consult with each other in advance of any meeting or conference with, the DOJ, the FTC or any such other Governmental Entity, and (iv) unless prohibited by such Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. Neither the Company nor the Purchaser shall engage in integration of the businesses of the Company and Purchaser prior to the Closing.

Section 4.4Required Divestitures

The Company shall cooperate in good faith with the Purchaser and use its commercially reasonable efforts to take or cause to be taken all actions and do or cause to be done all things reasonably necessary, proper, and advisable to consummate and make effective the Required Divestitures at or following the Effective Time.

Section 4.5Regarding the Arrangement

(1) Subject to the terms and conditions of this Agreement, the Company shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate with the Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Company shall and, where appropriate, shall cause each of its Subsidiaries to:

(a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement;

(b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by the Company or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of the Purchaser, advisable, in connection with obtaining such Regulatory Approvals;

(c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement brought by any third party, and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement;

(d) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;

(e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement;

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(f) comply with any CSE and OTCQX requirements, including with respect to this Agreement and the Arrangement; and

(g) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.2 of this Agreement.

(2) Subject to the terms and conditions of this Agreement, the Purchaser shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by the Purchaser or any of its Subsidiaries under this Agreement, cooperate with the Company in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Purchaser shall and, where appropriate, shall cause each of its Subsidiaries to:

(a) use its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are necessary or advisable under its Material Contracts in connection with the Arrangement;

(b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by the Purchaser or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of the Company, advisable, in connection with obtaining such Regulatory Approvals;

(c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement brought by any third party, and use its commercially reasonable efforts to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement;

(d) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;

(e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement;

(f) on or before the Effective Date reserve a sufficient number of Consideration Shares to be issued upon completion of the Arrangement and the Purchaser Shares to be issued upon the exercise from time to time of the Company Options and the Company Warrants;

(g) comply with CSE requirements with respect to this Agreement and the Arrangement;

(h) obtain any necessary approvals, and complete all required filings, to the extent required, to cause the listing on the CSE of: (i) the ‎Consideration ‎Shares; and (ii) the Purchaser Subordinate Voting Shares issuable ‎upon exercise or ‎vesting of the Company Options, the Company ‎RSUs and Replacement Warrants; and

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(i) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.3 of this Agreement.

(3) Each of the Parties shall promptly, and in any event within two Business Days of each of the following, notify the other Party:

(a) of any notice or other communication from any Person alleging (i) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement, or (ii) that such Person is terminating or may terminate or is otherwise materially adversely modifying or may materially adversely modify its business relationship with the Party as a result of this Agreement or the Arrangement, to the extent such business relationship is material to such Party or any of its Subsidiaries; or

(b) of any notice or other communication from any Governmental Entity in connection with this Agreement or the Arrangement (and such Party shall contemporaneously provide a copy of any such written notice or communication to the other Party).  

(4) All material analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either Party before any Governmental Entity or the representatives of any Governmental Entity, in connection with the Arrangement and the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between the Purchaser or the Company, on the one hand, and Governmental Entities, on the other hand, in the Ordinary Course, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party in advance of any filing, submission or attendance, it being the intent that the Parties will consult and cooperate and consider in good faith the views of the other Party in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals. Each Party shall give notice to the other Party with respect to any meeting, discussion, appearance or contacts with any Governmental Entity or the representatives of any Governmental Entity, with such notice being sufficient to provide the other Party with the opportunity to attend and participate in any such meeting, discussion, appearance or contact if and to the extent permitted by Law.

Section 4.6Access to Information; Confidentiality

(1) Subject to Law, each Party shall, and shall cause its Subsidiaries to give the other Party and its representatives upon reasonable notice, reasonable access during normal business hours to their: (i) premises, (ii) property and assets (including all books and records, whether retained internally or otherwise, and, in the case of the Company and its Subsidiaries, at the Effective Time, username and password information for accounts (including social media accounts relating to the Company Business), (iii) Contracts, and (iv) senior management, so long as the access does not unduly interfere with the Ordinary Course conduct of the business of such other Party or its Subsidiaries.

(2) Neither the Purchaser nor any of its Representatives will contact any Company Employee for ‎the purposes of negotiating a new employment or consulting agreement directly with ‎such Company Employee, or any contractual counterparts of the Company or its ‎Subsidiaries (in their capacity as such), except with the prior approval ‎in writing of the Chief Executive Officer or the Chief Financial Officer of the ‎Company.

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(3) Investigations made by or on behalf of a Party, whether under this Section 4.6 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the other Party in this Agreement.

(4) Notwithstanding this Section 4.6 or any other provision of this Agreement, a Party shall not be obligated to provide access to, or to disclose, any information to another Party if such first Party reasonably determines that such access or disclosure would jeopardize any confidentiality obligation or privilege claim by such first Party or any of its Subsidiaries or interfere unreasonably with the conduct of the business of the first Party and its Subsidiaries or require any action by the first Party outside of normal business hours.

(5) The Parties acknowledge that the Confidentiality Agreement continues to apply and that any information provided under this Section 4.6 that is non-public and/or proprietary in nature shall be subject to the terms of the Confidentiality Agreement. If this Agreement is terminated in accordance with its terms, the obligations under the Confidentiality Agreement shall survive the termination of this Agreement.

Section 4.7Public Communications

(1) The Parties shall consult with each other in issuing any press release or otherwise making any public announcement or statement concerning the Arrangement and the transactions contemplated hereby (including to employees and business partners) and shall issue a joint press release promptly following the execution of this Agreement, the text and timing of the announcement to be approved by the other Party in advance, acting reasonably. The Parties shall co-operate in the preparation of presentations, if any, to Company Shareholders, Company employees and Company business partners regarding the Arrangement. A Party must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed), and a Party must not make any filing with any Governmental Entity with respect to this Agreement or the Arrangement without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed); provided that any Party that is required to make disclosure by Law or stock exchange rules and regulations shall use its commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing.

(2) Without limiting the generality of the foregoing and for greater certainty, each Party acknowledges and agrees that the other Party shall file, in accordance with Securities Laws, this Agreement, together with a Form 8-K and a material change report related thereto, if applicable, under SEDAR and EDGAR, as applicable, (subject, in each case, to any redactions permitted by Law and as such redactions are mutual and agreed to by the Parties).

Section 4.8Notice and Cure Provisions

(1) Each Party shall promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:

(a) result in the failure to comply with or satisfy any Closing condition to be complied with or satisfied by such Party under Article 6 of this Agreement; or

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(b) result in the failure to satisfy any of the conditions precedent in favour of the other Party hereto contained in Section 6.1, Section 6.2 and Section 6.3, as the case may be.

(2) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement.

(3) The Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(d)(i) and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i), unless the Party seeking to terminate the Agreement (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for the non-fulfillment of the applicable condition precedent or for termination, as applicable. After delivering a Termination Notice, the Terminating Party may exercise such termination right in its discretion (a) at any time if such breach or matter is incapable of being cured prior to the Outside Date (with any intentional breach being deemed to be incurable); or (b) if such breach or matter is capable of being cured prior to the Outside Date, at any time after the earliest of (i) the Outside Date, and (ii) ten Business Days following receipt of such Termination Notice by the Breaching Party; provided that at the time of such termination, the breach or matters must not have been cured such that the ability to terminate on the basis set out in the Termination Notice ceases to exist. If the Terminating Party delivers a Termination Notice prior to the date of the Company Meeting, unless the Parties agree otherwise, the Company shall, to the extent permitted by Law, postpone or adjourn the Company Meeting to the earlier of (1) five Business Days prior to the Outside Date; and (2) the date that is ten Business Days following receipt of such Termination Notice by the Breaching Party. If such notice has been delivered prior to the making of the application for the Final Order, such application shall be postponed until the expiry of such period.  

Section 4.9Insurance and Indemnification

(1) The Purchaser will, or will cause the Company and its Subsidiaries to, maintain in ‎effect for six years from the Effective Date customary policies of directors’ and officers’ ‎liability insurance providing protection no less favourable to the protection provided by the ‎policies maintained by the Company and its Subsidiaries which are in effect immediately ‎prior to the Effective Date and providing protection in respect of claims arising from facts or ‎events which occurred on or prior to the Effective Date; provided, however, that the Purchaser ‎acknowledges and agrees that prior to the Effective Time, notwithstanding any other provision ‎hereof, the Company may, at its option, purchase prepaid run-off directors’ and officers’ liability ‎insurance on terms substantially similar to the directors’ and officers’ liability policies currently ‎maintained by the Company, but providing coverage for a period of six years from the ‎Effective Date with respect to claims arising from or related to facts or events which occurred on ‎or prior to the Effective Date.

(2) The Purchaser shall, following the Effective Date, honour and cause the Company to honour all rights to indemnification or exculpation in favour of present and former officers and directors of the Company and its Subsidiaries as provided in the constating ‎documents of the ‎Company or any of its Subsidiaries in effect as of the ‎date of this Agreement or any ‎Contract by which the Company or any of its Subsidiaries is bound and which is in effect ‎as of the date hereof (including ‎provisions relating to the advancement of expenses incurred in the ‎defense of any ‎action or suit), copies of which have been delivered to the Purchaser, will survive the completion of the Plan of Arrangement and ‎‎continue in full force and effect and without modification for a period of not less than six (6) years from the Effective Time, with respect to actions ‎or omissions of ‎the Indemnified Parties occurring prior to the ‎Effective Time.

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(3) If the Company or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, the Purchaser shall take commercially reasonable efforts to ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of the Company or its Subsidiaries) assumes all of the obligations set forth in this Section 4.9.

(4) The Purchaser shall act as agent and trustee of the benefits of the foregoing for the current and former directors and officers of the Company for the purpose of Section 4.9(1). This Section 4.9 shall survive the execution and delivery of this Agreement and the completion of the Arrangement.

Section 4.10SEC Deregistration and Stock Exchange Delisting

Prior to the Effective Time, the Company will cooperate with the Purchaser and use commercially reasonable efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under Securities Laws and other Laws and rules and policies of the SEC, CSE and OTCQX to enable the deregistration and delisting by the Company of the Company Subordinate Voting Shares from the U.S. Exchange Act, the CSE and the OTCQX promptly after the Effective Time.

Section 4.11Interest Funding Support

The Purchaser covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms it shall, on a monthly basis and within five Business Days of the receipt of written notice from the Company, provide the Company with a cash amount equal to the Incremental Interest Amount paid by or accrued by the Company in respect of the applicable month.

Article 5
additional cOVENANTS regarding non-solicitation

Section 5.1Non-Solicitation

(1) Except as expressly provided in this Article 5, the Company shall not, directly or indirectly, through any officer, director, employee, controlled affiliate, representative (including any financial or other adviser) or an agent of it, any of its respective Subsidiaries or through any party to the Support and Voting Agreements (collectively “Representatives”), or otherwise, and shall not permit any such Person to:

(a) solicit, initiate, encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary or entering into any form of arrangement, agreement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(b) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal, provided however, that (i) the Company may ascertain facts from the Person ‎making such ‎Acquisition Proposal for the sole purpose of the Board informing ‎itself about such ‎Acquisition Proposal and the Person that made it, and (ii) the Company may

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communicate with any Person for purposes of advising such Person of the restrictions in this Agreement and also advising such Person that their Acquisition Proposal does not constitute a Superior Proposal or is not reasonably expected to constitute or lead to a Superior Proposal, if applicable; or

(c) enter into or publicly propose to enter into any arrangement, agreement or understanding in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3).

(2) Except as expressly provided in this Article 5, the Company shall not, directly or indirectly, through any Representative or otherwise, and shall not permit any such Person to:

(a) make a Change in Recommendation; or

(b) accept, approve, endorse or recommend, or publicly propose to accept, approve,endorse or recommend, or take no position or remain neutral with respect to, anypublicly announced or otherwise publicly disclosed Acquisition Proposal (it beingunderstood that taking no position or a neutral position with respect to a publiclyannounced or otherwise publicly disclosed Acquisition Proposal for a period of no morethan five Business Days following the announcement or disclosure of suchAcquisition Proposal will not be considered to be in violation of this Section 5.1provided the Company Board has rejected such Acquisition Proposal and affirmed theCompany Board Recommendation before the end of such five Business Day period).

(3) At all times since November 21, 2021, the Company, its Subsidiaries and its Representatives have ceased and terminated, and caused to be terminated, any solicitation, discussion, negotiations, or other activities commenced with any Person (other than the Purchaser) which may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection with such termination the Company, its Subsidiaries and its Representatives have not and shall not longer provide access to any data room or provide any new disclosure of information, or access to properties, facilities, books and records of the Company or any of its Subsidiaries (other than to the Purchaser) outside the Ordinary Course.

(4) The Company represents and warrants that since November 21, 2021, the Company has not waived any confidentiality, standstill or similar agreement to which the Company or any Subsidiary is a party, and covenants and agrees that (i) the Company shall take all necessary action to enforce each confidentiality, standstill or similar agreement to which the Company or any of its Subsidiaries is a party, and (ii) neither the Company, nor any of its Subsidiaries nor any of their respective Representatives will, without the prior written consent of the Purchaser (which may be withheld or delayed in the Purchaser’s sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement to which the Company or any of its Subsidiaries is a party (it being acknowledged by the Purchaser that the automatic termination or release of any standstill restrictions of any such agreements as a result of entering into and announcing this Agreement shall not be a violation of this Section 5.1(4)).

Section 5.2Notification of Acquisition Proposals

If the Company or any of its Subsidiaries or any of their respective Representatives, receives, or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information that is made, or that may reasonably be perceived to be made, in

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connection with an Acquisition Proposal, including information, access, or disclosure relating to the properties, facilities, books or records of the Company or any of its Subsidiaries, the Company shall immediately notify the Purchaser, at first orally, and then promptly and in any event within 24 hours in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Purchaser with copies of all documents, correspondence or other material received in respect of, from or on behalf of any such Person.  The Company shall keep the Purchaser informed on a current basis of the status of developments and (to the extent permitted by Section 5.3) negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request.

Section 5.3Responding to Acquisition Proposal

(1) Notwithstanding Section 5.1, if at any time, prior to obtaining the approval by the Company Shareholders of the Arrangement Resolution, the Company receives a written Acquisition Proposal, the Company may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of the Company and its Subsidiaries if, and only if:

(a) the Company Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal (disregarding for such determination any due diligence or access condition);

(b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction;

(c) the Company has been, and continues to be, in compliance with its obligations in all material respects under this Article 5; and

(d) prior to providing any such copies, access, or disclosure, the Company enters into a confidentiality and standstill agreement with such Person having terms that are not less onerous than those set out in the Confidentiality Agreement and any such copies, access or disclosure provided to such Person shall have already been (or simultaneously be) provided to the Purchaser.

(2) Nothing contained in this Agreement shall prevent the Company from:

(a) complying with Section 2.17 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular (or similar document) in respect of an Acquisition Proposal; or

(b) calling and/or holding a meeting of Company Shareholders requisitioned by the Company Shareholders in accordance with Law or taking any other action with respect to an Acquisition Proposal to the extent ordered or otherwise mandated by a court of competent jurisdiction in accordance with Law.

Section 5.4Right to Match

(1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Company Shareholders, the Company Board

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may authorize the Company to, subject to compliance with Section 7.4, enter into a definitive agreement with respect to such Superior Proposal, if and only if:

(a) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing standstill or similar restriction;

(b) the Company has been, and continues to be, in compliance in all material respects with its obligations under Article 5;

(c) the Company has delivered to the Purchaser a written notice of the determination of the Company Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Company Board to enter into such definitive agreement with respect to such Superior Proposal, together with a written notice from the Company Board regarding the value and financial terms that the Company Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Superior Proposal (the “Superior Proposal Notice”);

(d) at least five Business Days (the “Matching Period”) have elapsed from the date on which the Purchaser received the Superior Proposal Notice from the Company;

(e) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to the Company to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

(f) if the Purchaser has offered to the Company to amend this Agreement and the Arrangement under Section 5.4(2), the Company Board has determined in good faith, after consultation with the Company’s outside legal counsel and financial advisers, that such Acquisition Proposal continues to constitute a Superior Proposal compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.4(2);

(g) the Company Board has determined in good faith, after consultation with the Company’s outside legal counsel and financial advisors that it is appropriate for the Company to enter into a definitive agreement with respect to such Superior Proposal; and

(h) prior to or concurrent with entering into such definitive agreement the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) and pays the Termination Fee pursuant to Section 7.4.

(2) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the Company Board shall review any offer made by the Purchaser under Section 5.4(1)(e) to amend the terms of this Agreement and the Arrangement in good faith, in consultation with the Company’s outside legal counsel and financial advisers, in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) if the Company Board determines that such Acquisition Proposal would cease to be a Superior Proposal as a result of such amendment, the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms. If the Company Board determines that such Acquisition Proposal would cease to be a Superior Proposal, the Company shall promptly so advise the Purchaser and the

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Parties shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

(3) Each successive amendment or modification to any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 5.4, and the Purchaser shall be afforded a new five Business Day matching period from the date on which the Purchaser received the new Superior Proposal Notice from the Company.

(4) At the Purchaser’s request, the Company Board shall promptly reaffirm the Company Board Recommendation by press release after the Company Board determines that an Acquisition Proposal is not a Superior Proposal or the Company Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.4(2) would result in an Acquisition Proposal no longer being a Superior Proposal. The Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by the Purchaser and its outside legal counsel.

(5) If the Company provides a Superior Proposal Notice to the Purchaser on or after a date that is less than ten Business Days before the Company Meeting, the Company shall, at the Purchaser’s request, postpone the Company Meeting to a date acceptable to both Parties (acting reasonably) that is not more than ten Business Days after the scheduled date of the Company Meeting but before the Outside Date.

Section 5.5Breach by Subsidiaries and Representatives

Without limiting the generality of the foregoing, the Parties shall advise their Subsidiaries and their respective Representatives of the prohibitions set out in this Article 5 and any violation of the restrictions set forth in this Article 5 by a Party, its Subsidiaries or their respective Representatives is deemed to be a breach of this Article 5 by such Party.

Article 6
CONDITIONS

Section 6.1Mutual Conditions Precedent

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions may only be waived, in whole or in part, by the mutual written consent of each of the Parties:

(1) Arrangement Resolution. The Arrangement Resolution has been approved and adopted by the Company Shareholders at the Company Meeting in accordance with the Interim Order.

(2) Interim and Final Order. The Interim Order and the Final Order have both been obtained on terms consistent with this Agreement, and have not been set aside or modified in a manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise.

(3) United States Securities Laws. The issuance of the Consideration Shares will be exempt from the registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption.

(4) Canadian Securities Laws. The distribution of the Consideration pursuant to the ‎Arrangement shall be exempt from the prospectus and registration requirements of ‎Canadian Securities Laws either by virtue of exemptive relief from the securities ‎regulatory authorities of each of the

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provinces of Canada or by virtue of exemptions ‎under Canadian Securities Laws and shall not be subject to resale restrictions under ‎Canadian Securities Laws (other than as applicable to control persons or pursuant to ‎Section 2.6 of National Instrument 45-102 – Resale of Securities).

(5) Illegality. No Law is in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from consummating the Arrangement.

(6) No Legal Action. There shall not have been any injunction, judgment, decree or other order issued by a court of competent jurisdiction to prevent the consummation of the Arrangement or the other transactions contemplated by this Agreement.

(7) Antitrust Approvals. The Antitrust Approvals will have been achieved on terms that are reasonably satisfactory to the Parties, each acting reasonably, and the Antitrust Approvals shall be in force.

(8) FIRPTA Certificate.  The Company shall issue: (i) a certification satisfying the requirements under Treasury Regulations Section 1.1445-2(c)(3) certifying that the interests in the Company do not constitute United States real property interests within the meaning of Section 897(c)(1) of the Code and (ii) a notice addressed to the IRS, signed by the Company, satisfying the requirements under Treasury Regulations Section 1.897-2(h)(2).

Section 6.2Additional Conditions Precedent to the Obligations of the Purchaser

The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion:

(1) Representations and Warranties. The representations and warranties of the Company set forth in: Section 1.1(a) (Board Approval), Section 1.1(c) ‎‎(Organization and Qualification) and Section 1.1(g) (Capitalization) of Schedule “C” will be true and correct as ‎of the Effective Time, in all material respects, and all other representations and ‎warranties of the Company set forth in this Agreement will be true and correct as of the ‎Effective Time in all respects, except where any failure or failures of such ‎representations and warranties to be true and correct at such time would not, ‎individually or in the aggregate, be a Material Adverse ‎Effect in respect of the Company (disregarding any materiality or Material Adverse ‎Effect qualification contained in any such representation and warranty for the purpose ‎of determining whether any such failure or failures would not, individually or in the ‎aggregate, reasonably be expected to result in a Material Adverse Effect in respect of ‎the Company), in each case as though made on and as of such date and time (except to ‎the extent that any of such representations and warranties expressly speaks as of an ‎earlier date, in which case such representation and warranty will be true and correct as ‎of such earlier date), and the Company shall have delivered a certificate confirming ‎same to the Purchaser, executed by two officers or directors of the Company (in each ‎case without personal liability), dated the Effective Date.

(2) Performance of Covenants. The Company has fulfilled or complied in all material respects with each of its covenants contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Date, and has delivered a certificate confirming same to the Purchaser, executed by two officers or directors of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.

(3) Material Adverse Effect. Since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public), any change, event,

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occurrence, effect or circumstance that, individually or in the aggregate with other changes, events, occurrences, effects or circumstances, has had or could reasonably be expected to have, a Material Adverse Effect on the Company, and the Company has delivered a certificate confirming same to the Purchaser, executed by two officers or directors of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.

(4) Dissent Rights. Dissent Rights shall not have been exercised with respect to more than 3.0% of the issued and outstanding Company Shares.

(5) Closing Regulatory Approval. The Closing Regulatory Approval shall have been obtained or received.

Section 6.3Additional Conditions Precedent to the Obligations of the Company

The Company is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion:

(1) Representations and Warranties. The representations and warranties of the Purchaser set forth in: Section 1.2(a) (Board Approval), Section 1.2(b) ‎‎(Organization and Qualification) and Section 1.2(e) (Capitalization) of Schedule “D” will be true and correct as ‎of the Effective Time, in all material respects, and all other representations and ‎warranties of the Purchaser set forth in this Agreement will be true and correct as of the ‎Effective Time in all respects, except where any failure or failures of such ‎representations and warranties to be true and correct at such time would not, ‎individually or in the aggregate, reasonably be expected to result in a Material Adverse ‎Effect in respect of the Purchaser (disregarding any materiality or Material Adverse ‎Effect qualification contained in any such representation and warranty for the purpose ‎of determining whether any such failure or failures would not, individually or in the ‎aggregate, reasonably be expected to result in a Material Adverse Effect in respect of ‎the Purchaser), in each case as though made on and as of such date and time (except to ‎the extent that any of such representations and warranties expressly speaks as of an ‎earlier date, in which case such representation and warranty will be true and correct as ‎of such earlier date), and the Purchaser shall have delivered a certificate confirming ‎same to the Company, executed by two officers or directors of the Purchaser (in each ‎case without personal liability), dated the Effective Date.

(2) Performance of Covenants.The Purchaser has fulfilled or complied in all material respects with each of its covenants contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Date, and has delivered a certificate confirming same to the Company, executed by two officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.

(3) Material Adverse Effect. Since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public) any change, event, occurrence, effect or circumstance that, individually or in the aggregate with other changes, events, occurrences, effects or circumstances, has had or could reasonably be expected to have a Material Adverse Effect on the Purchaser, and the Purchaser has delivered a certificate confirming same to the Company, executed by two officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.

Section 6.4Satisfaction of Conditions

The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 will be conclusively deemed to have been satisfied, waived or released at the Effective Time.

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Article 7
TERM AND TERMINATION

Section 7.1Term

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

Section 7.2Termination

(1) This Agreement may be terminated prior to the Effective Time (notwithstanding any approval of this Agreement or the Arrangement Resolution by the Company Shareholders or the approval of the Arrangement by the Court) by:

(a) the mutual written agreement of the Parties; or

(b) either the Company or the Purchaser if:

(i) the Required Approval is not obtained at the Company Meeting in accordance with the Interim Order, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(1)(b)(i) if the failure to obtain the Required Approval has been caused by, or is a result of, a breach by such Party of any of its covenants or agreements under this Agreement;

(ii) after the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins the Company or the Purchaser from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable, provided the Party seeking to terminate this Agreement pursuant to this Section 7.2(1)(b)(ii) has used its commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement; or

(iii) the Effective Time has not occurred by the Outside Date, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(1)(b)(iii) if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its covenants or agreements under this Agreement;

(c) the Company:

(i) after it has delivered a Termination Notice to the Purchaser in accordance with and pursuant to the terms of Section 4.8(3); provided that the Company is not then in breach of this Agreement so as to cause any condition in Section 6.2(1) or Section 6.2(2) not to be satisfied;

(ii) if prior to the approval by the Company Shareholders of the Arrangement Resolution, the Company Board authorizes the Company to enter into a definitive written agreement with respect to a Superior Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3), provided the Company is then in compliance with Article 5 and that prior to or concurrent with such termination the Company pays the Termination Fee in accordance with Section 7.4;

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(iii) if the Purchaser breaches Section 4.11; or

(iv) if any event occurs as a result of which the condition set forth in Section 6.3(3)[No Material Adverse Effect] is not capable of being satisfied by the Outside Date.

(d) The Purchaser:

(i) after it has delivered a Termination Notice to the Company in accordance with and pursuant to the terms of Section 4.8(3); provided that the Purchaser is not then in breach of this Agreement so as to cause any condition in Section 6.3(1) or Section 6.3(2) not to be satisfied;

(ii) if the Company Board or any committee of the Company Board fails to recommend or withdraws, amends, modifies or qualifies, publicly proposes or states its intention to do so, or fails to publicly reaffirm (without qualification) within five Business Days after having been requested in writing by the Purchaser to do so, the Company Board Recommendation, or takes no position or a neutral position with respect to an Acquisition Proposal for more than five Business Days after first learning of an Acquisition Proposal or takes any other action that is or becomes disclosed publicly and which can reasonably be interpreted to indicate that the Company Board or a committee of the Company Board does not unanimously support the Arrangement and this Agreement or does not unanimously believe that the Arrangement and this Agreement are in the best interest of the Company and its security holders (in each case, a “Change in Recommendation”), or the Company Board or any committee of the Company Board resolves or proposes to take any of the foregoing actions;

(iii) if the Company breaches Article 5;

(iv) any event occurs as a result of which the conditions set forth in Section 6.2(3)[No Material Adverse Effect] is not capable of being satisfied by the Outside Date; or

(v) any other conditions set forth in Section 6.1 or Section 6.2 is not satisfied, and such condition is incapable of being satisfied or prior to the Effective Time.

Section 7.3Effect of Termination/Survival

(1) If this Agreement is terminated pursuant to Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that this Section 7.3, Section 2.4(8), Section 7.4 through to and including Section 8.14, and the provisions of the Confidentiality Agreement shall survive in accordance with their terms, and provided further that no Party shall be relieved of any liability for any fraud in connection with this Agreement, the Plan of Arrangement and related documents and transactions or the willful breach by it of this Agreement occurring prior to such termination.

(2) As used in this Section 7.3, “willful breach” means a breach that is a consequence of an act undertaken by the breaching party with the actual knowledge that the taking of such act would, or would be reasonably expected to, cause a breach of this Agreement.

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Section 7.4Termination Fee and Transaction Expenses  

(1) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if an Expense Fee Event or Termination Fee Event occurs, the Party giving rise to the Expense Fee Event or Termination Fee Event shall pay the Transaction Expenses or Termination Fee to the other Party, in each case in accordance with the terms of this Section 7.4.

(2) For purposes of this Agreement, (i) “Transaction Expenses” means all out-of-pocket fees and expenses incurred by a Party in connection with this Agreement and the Plan of Arrangement, including all costs, expenses and fees of the Party incurred prior to or after the Effective Date in connection with, or incidental to, the Plan of Arrangement, and including all fairness opinion fees, legal fees, advisor and accounting fees to a maximum of $3,000,000; and (ii) “Expense Fee Event” means the termination of this Agreement:

(a) by the Purchaser, pursuant to Section 7.2(1)(d)(i);

(b) by the Purchaser pursuant to Section 7.2(1)(d)(iv), as a result of which the conditions set forth in Section 6.2(3)[No Material Adverse Effect] is not capable of being satisfied by the Outside Date;

(c) by the Company pursuant to Section 7.2(1)(c)(i); or

(d) by the Company pursuant to Section 7.2(1)(c)(iv)[No Material Adverse Effect].

(3) The Transaction Expenses shall be paid by wire transfer of immediately available funds within five Business Days of receipt of an invoice therefor, as follows:

(a) by the Company if an Expense Fee Event occurs due to a termination of this Agreement described in Section 7.4(2)(a) or Section 7.4(2)(b); or

(b) by the Purchaser if an Expense Fee Event occurs due to a termination of this Agreement described in Section 7.4(2)(c) or Section 7.4(2)(d).

Any invoice shall include a summary of all Transaction Expenses and all such other documentation reasonably requested by the Party who is responsible for making payment of the Transaction Expenses.

(4) In the event a Party has paid the other Party any Transaction Expenses, and a Termination Fee Event occurs pursuant to which the Termination Fee is or becomes payable, any amounts paid as Transaction Expenses shall be deducted from the Termination Fee otherwise payable.

(5) For the purposes of this Agreement, (i) “Termination Fee” means $14,875,000; and (ii) “Termination Fee Event” means the termination of this Agreement:

(a) by the Purchaser, pursuant to Section 7.2(1)(d)(ii)[Change in Recommendation] or Section 7.2(1)(d)(iii) [Breach of Article 5] if the breach of Article 5 was a breach in any material respect;

(b) by the Company pursuant to Section 7.2(1)(c)(iii)[Breach of Section 4.11];

(c) by the Company pursuant to Section 7.2(1)(c)(ii)[Superior Proposal]; or

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(d) by the Company or the Purchaser pursuant to Section 7.2(1)(b)(i)[Failure of Shareholders to Approve] or Section 7.2(1)(b)(iii)[Effective Time not prior to Outside Date] if:

(i) prior to such termination, an Acquisition Proposal is made or publicly announced by any Person other than the Purchaser or any of its affiliates or any Person (other than the Purchaser or any of its affiliates) shall have publicly announced an intention to do so; and

(ii) within 12 months following the date of such termination, (X) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated, or (Y) the Company or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a contract in respect of an Acquisition Proposal, and such Acquisition Proposal is later consummated (whether or not within 12 months after such termination).

For purposes of the foregoing, the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that references to “20% or more” shall be deemed to be references to “50% or more”.

(6) The Termination Fee shall be paid by wire transfer of immediately available funds as follows:

(a) by the Company:

(i) if a Termination Fee Event occurs due to a termination of this Agreement described in Section 7.4(5)(a), within two Business Days of the occurrence of such Termination Fee Event;

(ii) if a Termination Fee Event occurs due to a termination of this Agreement described in Section 7.4(5)(c), concurrently with such termination, along with the aggregate amount of the Incremental Interest Amount paid by the Purchaser to the Company pursuant to Section 4.11; or

(iii) if a Termination Fee Event occurs due to a termination of this Agreement described in Section 7.4(5)(d), on the consummation of the Acquisition Proposal referred to in Section 7.4(5)(d); or

(b) by the Purchaser if a Termination Fee Event occurs due to a termination of this Agreement described in Section 7.4(5)(b), concurrently with such termination.

(7) The Parties acknowledge that the agreements contained in this Section 7.4 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the Parties would not enter into this Agreement, and that the amounts set out in this Section 7.4 represent agreed liquidated damages, and is not a penalty. Each Party irrevocably waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive. For greater certainty, if the Company breaches Article 5, the Purchaser shall not be obligated to terminate the Agreement pursuant to Sections 7.2(1)(d)(iii) or 7.2(1)(d)(ii) as a result of such breach and shall continue to have the rights to seek injunctive relief or specific performance in respect thereof in accordance with Section 8.5 of this Agreement.

(8) Each Party agrees that the payment of the Termination Fee pursuant to this Section 7.4 is the sole monetary remedy as a result of the occurrence of any of the events given rise to the payment

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of the Termination Fee as provided in this Section 7.4. Subject to the immediately preceding sentence, nothing in this Agreement shall preclude a Party from seeking and being awarded damages in respect of losses incurred or suffered by such Party as a result of any breach of this Agreement by the other Party, seeking and obtaining injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or the Confidentiality Agreement or otherwise, or seeking and being awarded specific performance of any of such covenants or agreements, without the necessity of posting a bond or security in connection therewith.    

Article 8
GENERAL PROVISIONS

Section 8.1Amendments

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, and any such amendment may, subject to the Interim Order and the Final Order and Law, without limitation:

(1) change the time for performance of any of the obligations or acts of the Parties;

(2) modify any representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement;

(3) waive compliance with or modify any inaccuracies or any of the covenants contained in this Agreement and waive or modify performance of any of the obligations of the Parties; and/or

(4) waive compliance with or modify any mutual conditions contained in this Agreement,

provided that such modification or amendment does not invalidate the approval of the Arrangement Resolution by the Company Shareholders.

Section 8.2Expenses

(1) Except as otherwise provided in this Agreement, all out-of-pocket third party transaction expenses incurred in connection with this Agreement and the Plan of Arrangement, including all costs, expenses and fees of the Company incurred prior to or after the Effective Date in connection with, or incidental to, the Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.

(2) Except as set forth on Section 1.1(uu)of the Company Disclosure Letter, the Company confirms that no broker, finder or investment banker is or will be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.

Section 8.3Notices

Any notice, direction or other communication given pursuant to this Agreement (each a “Notice”) must be in writing, sent by hand delivery, courier or email and is deemed to be given and received: (i) on the date of delivery by hand or courier if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in the place of receipt), and otherwise on the next Business Day; or (ii) if sent by email on the date of transmission if it is a Business Day and transmission was made prior to 5:00 p.m. (local time in the place of receipt) and otherwise on the next Business Day, in each case to the Parties at the following addresses (or such other address for a Party as specified by like Notice):

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(a) to the Company at:

Goodness Growth Holdings, Inc.

207 South 9th Street

Minneapolis, Minnesota 55402

Attention:Kyle E. Kingsley, Chief Executive Officer and Chairman

E-mail:[REDACTED]

with a copy to:

DLA Piper (Canada) LLP

100 King Street West, Suite 6000

Toronto, Ontario M5X 1E2

Attention:Russel Drew / Chris Pejovic

E-mail:[REDACTED]

and to:

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, New York 10020

Attention:Christopher Giordano

E-mail:[REDACTED]

(b) to the Purchaser at:

Verano Holdings Corp.

415 North Dearborn Street, 4th Floor

Chicago, Illinois 60654

Attention: George Archos, Chairman and Chief Executive Officer

E-mail:[REDACTED]

with a copy to:

Dentons Canada LLP

77 King Street West, Suite 400

Toronto-Dominion Centre

Toronto, Ontario M5K 0A1

Attention:Ora Wexler / Eric Foster

E-mail:[REDACTED]

Rejection or other refusal to accept, or inability to deliver because of changed address of which no Notice was given, shall be deemed to be receipt of the Notice as of the date of such rejection, refusal or inability to deliver. Sending a copy of a Notice to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the Notice to that Party. The failure to send a copy of a Notice to legal counsel does not invalidate delivery of that Notice to a Party.

Section 8.4Time of the Essence

Time is of the essence in this Agreement.

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Section 8.5Injunctive Relief

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by a Party in accordance with their specific terms or were otherwise breached by a Party. Subject to Section 7.4, it is accordingly agreed that each Party shall be entitled to injunctive and other equitable relief to prevent breaches of this Agreement and to enforce compliance with the terms of this Agreement against the other Party, without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which a Party may be entitled at law or in equity.

Section 8.6Third Party Beneficiaries

(1) Except as provided in Section 2.4 and Section 4.9, which, without limiting its terms, is intended as stipulations for the benefit of the third parties mentioned in such provisions (such third parties referred to in this Section 8.6 as the “Indemnified Persons”), the Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

(2) Despite the foregoing, the Purchaser acknowledges to each of the Indemnified Persons their direct rights against it under Section 2.4 and Section 4.9 of this Agreement, which is intended for the benefit of, and shall be enforceable by, each Indemnified Person, his or her heirs and his or her legal representatives, and for such purpose, the Company confirms that it is acting as trustee on their behalf, and agrees to enforce such provision on their behalf. The Parties reserve their right to vary or rescind the rights at any time and in any way whatsoever, if any, granted by or under this Agreement to any Person who is not a Party, without notice to or consent of that Person, including any Indemnified Person.

Section 8.7Waiver

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

Section 8.8Entire Agreement

This Agreement, together with the Confidentiality Agreement, constitutes the entire agreement between the Company, on one hand, and the Purchaser, on the other hand, with respect to the transactions contemplated by this Agreement and supersedes all prior arrangements, agreements, understandings, negotiations and discussions, whether oral or written, between the Company, on one hand, and the Purchaser, on the other hand. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Company, on one hand, and the Purchaser, on the other hand in connection with the subject matter of this Agreement, other than those contained in this Agreement and the Confidentiality Agreement. The Company, on one hand, and the Purchaser, on the other hand, have not relied and are not relying on any other information, discussion, arrangement, agreement or understanding in entering into and completing the transactions contemplated by this Agreement.

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Section 8.9Successors and Assigns

(1) This Agreement becomes effective only when executed by the Company and the Purchaser. After that time, it will be binding upon and enure to the benefit of the Company and the Purchaser and their respective successors and permitted assigns.

(2) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Party, provided however that the Purchaser (or any permitted assign of the Purchaser) may, at any time, assign its rights and obligations under this Agreement without such consent to an affiliate of the Purchaser if such assignee delivers an instrument in writing confirming that it is bound by and shall perform all of the obligations of the assigning party under this Agreement as if it were an original signatory and provided further that the assigning party shall not be relieved of its obligations hereunder.

Section 8.10Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 8.11Governing Law

(1) This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

(2) Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the courts situated in the City of Vancouver and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

Section 8.12Rules of Construction

The Parties to this Agreement waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the party drafting such agreement or other document.

Section 8.13No Liability

No director or officer of the Purchaser or any of its Subsidiaries shall have any personal liability whatsoever to the Company under this Agreement or any other document delivered on behalf of the Purchaser or any of its Subsidiaries under this Agreement. No director or officer of the Company or any of its Subsidiaries shall have any personal liability whatsoever to the Purchaser under this Agreement or any other document delivered on behalf of the Company or any of its Subsidiaries under this Agreement.

Section 8.14Counterparts

This Agreement may be executed in any number of counterparts (including counterparts by facsimile or portable document format by electronic mail) and all such counterparts taken together shall be deemed

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to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[Remainder of page intentionally left blank. Signature page follows.]

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IN WITNESS WHEREOF the Parties have executed this Arrangement Agreement.

VERANO HOLDINGS CORP.
By:	(signed) “Kyle Kingsley”
	Authorized Signing Officer
GOODNESS GROWTH HOLDINGS, INC.
By:	(signed) “Darren Weiss”
	Authorized Signing Officer

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Schedule A
FORM OF PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER DIVISION 5 OF PART 9 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1 INTERPRETATION

Section 1.1Definitions

In this Plan of Arrangement, unless there is something in the subject matter or context clearly inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of those terms shall have corresponding meanings:

(1)"2019 Company Equity Incentive Plan" means the equity incentive plan of the Company, approved by the Company Shareholders on March 9, 2019, as constituted immediately prior to the Effective Time;

(2)"Arrangement" means the arrangement under Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to the Arrangement made in accordance with the terms of the Arrangement Agreement or Section 6.1 of this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably;

(3)"Arrangement Agreement" means the arrangement agreement dated as of January 31, 2022 between the Purchaser and the Company, including the schedules and exhibits thereto, providing for, among other things, the Arrangement, as the same may be amended, supplemented or restated;

(4)"Arrangement Resolution" means the special resolution approving the Arrangement, substantially in the form attached as Schedule B to the Arrangement Agreement, passed by the Company Shareholders at the Meeting;

(5)"BCBCA" means the Business Corporations Act (British Columbia), as amended;

(6)"Business Day" means any day (other than a Saturday, a Sunday, a Canadian or U.S. statutory or civic holiday) on which commercial banks located in Vancouver, British Columbia, New York, New York and Chicago, Illinois are open for the conduct of business;

(7)"Code" means the United States Internal Revenue Code of 1986, as amended;

(8)"Company" means Goodness Growth Holdings, Inc., a corporation existing under the BCBCA;

(9)"Company Multiple Voting Shares" means the shares in the capital of the Company designated as multiple voting shares, each currently entitling the holder thereof to one hundred (100) votes per share at shareholder meetings of the Company;

(10)"Company MVS Conversion Ratio" means the "Conversion Ratio" as defined in the rights and restrictions attached to the Company Multiple Voting Shares in the Company’s articles and notice of articles, as such Conversion Ratio may be adjusted from time to time in accordance with the rights and restrictions attached to the Company Multiple Voting Shares, expressed as the number of Company Subordinate Voting Shares for each Company Multiple Voting Share, which Conversion Ratio as of the date of the Arrangement Agreement is 100 to 1;

(11)"Company MVS Warrants" means, collectively: (i) the warrants to purchase Company Multiple Voting Shares issued by the Company on March 18, 2019 and expiring on March 18, 2022, and (ii) the

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warrants to purchase Company Multiple Voting Shares issued by the Company on September 11, 2019 and expiring on September 11, 2022;

(12)"Company Options" means the outstanding options, if any, to purchase Company Subordinate Voting Shares, issued pursuant to the 2019 Company Equity Incentive Plan;

(13)"Company RSUs" means the outstanding restricted stock units, if any, granted under the 2019 Company Equity Incentive Plan;

(14)"Company Securityholders" means, collectively, the Company Shareholders, the holders of Company Options, the holders of Company Warrants, the holders of Company MVS Warrants and the holders of Company RSUs;

(15)"Company Shareholders" means the registered and/or beneficial holders of Company Shares, as the context requires;

(16)"Company Shares" means, collectively, the Company Subordinate Voting Shares, Company Multiple Voting Shares and Company Super Voting Shares;

(17)"Company Subordinate Voting Shares" means the shares in the capital of the Company designated as subordinate voting shares, each entitling the holder thereof to one (1) vote per share at shareholder meetings of the Company;

(18)"Company Super Voting Shares" means the shares in the capital of the Company designated as super voting shares, each entitling the holder thereof to one thousand (1,000) votes per share at shareholder meetings of the Company;

(19)"Company SVS Conversion Ratio" means the "Conversion Ratio" as defined in the rights and restrictions attached to the Company Super Voting Shares in the Company’s articles and notice of articles, as such Conversion Ratio may be adjusted from time to time in accordance with the rights and restrictions attached to the Company Super Voting Shares, expressed as the number of Company Multiple Voting Shares for each Company Super Voting Share, which Conversion Ratio as of the date of the Arrangement Agreement is 1 to 1;

(20)"Company Warrants" means the warrants to purchase Company Subordinate Voting Shares issued by the Company on March 25, 2021 and expiring on March 25, 2026;

(21)"Court" means the Supreme Court of British Columbia;

(22)"Depositary" means Odyssey Trust Company;

(23)"Dissent Rights" has the meaning ascribed to such term in Section 4.1(1);

(24)"Dissent Share" means a Company Share held by a Dissenting Shareholder who is ultimately determined to be entitled to be paid the fair value of his, her or its Company Shares in respect of which such Dissenting Shareholder has exercised Dissent Rights;

(25)"Dissenting Shareholder" means a registered holder of Company Shares who has duly and validly exercised the Dissent Rights in respect of the Arrangement in strict compliance with the Dissent Rights and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

(26)"Effective Date" means the date designated by the Company and the Purchaser by notice in writing as the effective date of the Arrangement, after all of the conditions to the completion of the Arrangement as set out in the Arrangement Agreement and the Final Order have been satisfied (to the extent capable of being satisfied prior to the Effective Time) or waived;

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(27)"Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time on the Effective Date as the Parties may agree to in writing before the Effective Date;

(28)"Exchange Ratio" means 0.22652 of a Purchaser Share for each Company Subordinate Voting Share;

(29)"Final Order" means the final order of the Court approving the Arrangement under subsection 291(4) of the BCBCA, in a form acceptable to the Company and the Purchaser, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal;

(30)"Governmental Entity" means: (i) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public body, authority or department, central bank, court, tribunal, arbitral body, commission, board, bureau, commissioner, ministry, governor in council, agency or instrumentality, domestic or foreign; (ii) any subdivision or authority of any of the above; (iii) any quasi-governmental, administrative or private body, including any tribunal, commission, committee, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (iv) any stock exchange, including the Canadian Securities Exchange;

(31)"holder" means, when used with reference to any securities of the Company or the Purchaser, the holder of such securities shown from time to time in the central securities register maintained by or on behalf of Company or the Purchaser, as applicable, in respect of such securities;

(32)"Interim Order" means the interim order of the Court pursuant to subsection 291(2) of the BCBCA in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended, modified, supplemented or varied by the Court with the consent of the Company and the Purchaser, each acting reasonably;

(33)"In-The-Money Amount" means, in respect of an option at a particular time, the amount, if any, by which the aggregate fair market value at that time of the securities subject to such option exceeds the exercise price of such option;

(34)"Law" means any and all applicable law (statutory, common or otherwise), statute, by-law, constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, notice, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended; "applicable" with respect to such Laws and, in the context that refers to any Person, means such Laws as are applicable at the relevant time or times to such Person or its business, undertaking, property or securities and emanate from a Governmental Entity having jurisdiction over such Person or its business, undertaking, property or securities;

(35)"Letter of Transmittal" means the letter of transmittal to be delivered by the Company Shareholders to the Depositary as described therein;

(36)"Lien" means any mortgage, deed of trust, charge, pledge, hypothec, security interest, prior claim, encroachments, option, easement, right of first refusal or first offer, occupancy right, covenant,

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assignment, lien (statutory or otherwise), defect of title, or restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute;

(37)"Meeting" means the special meeting of the Company Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought advisable, approving the Arrangement Resolution;

(38)"MVS Consideration" means that number of Purchaser Shares equal to the product obtained when (i) the Subordinate Voting Share Consideration is multiplied by (ii) the Company MVS Conversion Ratio in effect at the Effective Time;

(39)"paid-up capital" shall have the meaning ascribed to such term in the Tax Act;

(40)"Parties" means the Company and the Purchaser;

(41)"Person" includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status;

(42)"Plan of Arrangement" means this plan of arrangement, subject to any amendments or variations thereto made in accordance with Article 6 hereof or with the Arrangement Agreement or made at the direction of the Court in the Final Order with the consent of the Company and the Purchaser, each acting reasonably;

(43)"Purchaser" means Verano Holdings Corp., a corporation incorporated under the BCBCA;

(44)"Purchaser Shares" means the shares in the capital of the Purchaser designated as class A subordinate voting shares, each entitling the holder thereof to one (1) vote per share at shareholder meetings of the Purchaser;

(45)"Registrar" means the person appointed as the Registrar of Companies pursuant to section 400 of the BCBCA;

(46)"Replacement MVS Warrant" has the meaning ascribed to such term in Section 3.1(10);

(47)"Replacement Warrant" has the meaning ascribed to such term in Section 3.1(9);

(48)"Subordinate Voting Share Consideration" means 0.22652 of a Purchaser Share per Company Subordinate Voting Share;

(49)"SVS Consideration" means that number of Purchaser Shares equal to the product obtained when (i) the Subordinate Voting Share Consideration, is multiplied by (ii) the product of (A) the Company SVS Conversion Ratio in effect at the Effective Time, multiplied by (B) the Company MVS Conversion Ratio in effect at the Effective Time;

(50)"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder, as amended; and

(51)"U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Any capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Arrangement Agreement. In addition, words and phrases used herein and defined in the BCBCA and not otherwise defined herein or in the Arrangement Agreement shall have the same meaning herein as in the BCBCA unless the context otherwise clearly requires.

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Section 1.2Interpretation Not Affected by Headings

The division of this Plan of Arrangement into Articles, Sections, paragraphs and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. Unless otherwise indicated, all references to an "Article", "Section" or "paragraph" followed by a number and/or a letter refer to the specified Article, Section or paragraph of this Plan of Arrangement.

Section 1.3Number, Gender and Persons

In this Plan of Arrangement, unless the context otherwise clearly requires, words used herein importing the singular include the plural and vice versa; words imparting any gender shall include all genders and the neuter gender; and words imparting persons shall include individuals, partnerships, limited liability companies, associations, corporations, funds, unincorporated organizations, governments, regulatory authorities and other entities.

Section 1.4Date of Any Action

If any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, then such action shall be required to be taken on the next succeeding day which is a Business Day.

Section 1.5Time

Time shall be of the essence in every matter or action contemplated hereunder. All times expressed herein or in the Letter of Transmittal refer to the local time of the Company (being the time in Vancouver, British Columbia) unless otherwise stipulated herein or therein.

Section 1.6Statutory References

Unless otherwise indicated, references in this Plan of Arrangement to any statute include all regulations made pursuant to such statute and the provisions of any statute or regulation which amends, supplements or supersedes any such statute or regulation.

Section 1.7Currency

Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada, and "$" refers to Canadian dollars.

ARTICLE 2 EFFECT OF THE ARRANGEMENT

Section 2.1Arrangement Agreement

This Plan of Arrangement is made pursuant to, is subject to the provisions of, and forms a part of the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein. This Plan of Arrangement constitutes an arrangement as referred to in section 288 of the BCBCA.

Section 2.2Binding Effect

This Plan of Arrangement will become effective commencing at the Effective Time and shall be binding upon the Company, the Purchaser, the Company Securityholders, the Depositary, the transfer agents in respect of the Company Shares and the Purchaser Shares and all other Persons, in each case without any further act or formality required on the part of any Person. Each Company Securityholder shall, in respect of any step in Section 3.1 applicable to such Company Securityholder, be deemed, at the time such step occurs, to have executed and delivered all consents, releases,

5

assignments and waivers, statutory or otherwise, required to exercise, convert, transfer or exchange (as the case may be) all Company Shares, Company Options, Company Warrants, Company MVS Warrants or Company RSUs, as applicable, held by such holder in accordance with such step.

Section 2.3Transfers Free and Clear

Any transfer of securities pursuant to this Plan of Arrangement shall be free and clear of all Liens, claims and encumbrances.

Section 2.4Effective Time of Transactions

The transfers, exchanges, issuances and cancellations provided for in Section 3.1 shall occur, and shall be deemed to occur, at the time and in the order specified in Section 3.1, notwithstanding that certain of the procedures related thereto may not be completed until after such time.

ARTICLE 3 ARRANGEMENT

Section 3.1The Arrangement

Commencing at the Effective Time, each of the transactions or events set out below shall, unless otherwise specifically provided in this Section 3.1, occur and be deemed to occur in the following sequence and immediately following the immediately preceding transaction or event, in each case without any further authorization, act or formality on the part of any Person:

(1)each Dissent Share held by a Dissenting Shareholder shall be, and shall be deemed to be, transferred by the holder thereof to the Purchaser, and upon such transfer:

(a)such Dissenting Shareholder will cease to be the holder of such Dissent Share or to have any rights as a holder in respect of such Dissent Share, other than the right to be paid the fair value of such Dissent Share determined and payable in accordance with Article 4; and

(b)the former holders of such Dissent Shares shall be removed from the Company’s central securities register for the Company Shares in respect of such Dissent Shares;

(2)subject to Section 5.3, each Company Multiple Voting Share (other than any Dissent Share) outstanding immediately prior to the Effective Time shall be, and shall be deemed to be, transferred by the holder thereof to the Purchaser in exchange for the issuance by the Purchaser to such holder of the MVS Consideration, and upon such exchange:

(a)the former holder of such exchanged Company Multiple Voting Share shall cease to be the holder thereof or to have any rights as a holder thereof, other than the right to receive the MVS Consideration issuable in respect of such Company Multiple Voting Share pursuant to this Section 3.1(2);

(b)the former holders of such exchanged Company Multiple Voting Shares shall be removed from the Company’s central securities register for the Company Multiple Voting Shares;

(c)the former holders of such exchanged Company Multiple Voting Shares shall be entered in the Purchaser’s central securities register for the Purchaser Shares in respect of the Purchaser Shares issued to such holders pursuant to this Section 3.1(2); and

(d)the Purchaser will be, and will be deemed to be, the legal and beneficial owner of such transferred Company Multiple Voting Shares and will be entered in the central securities register of the Company as the sole holder thereof;

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(3)concurrently with the exchange of Company Multiple Voting Shares pursuant to Section 3.1(2), there shall be added to the capital of the Purchaser Shares, in respect of the Purchaser Shares issued pursuant to Section 3.1(2), an amount equal to the product obtained when (i) the paid-up capital of the Company Multiple Voting Shares immediately prior to the Effective Time, is multiplied by (ii) a fraction, (A) the numerator of which is the number of Company Multiple Voting Shares (excluding any Dissent Shares) outstanding immediately prior to the Effective Time, and (B) the denominator of which is the number of Company Multiple Voting Shares (including any Dissent Shares) outstanding immediately prior to the Effective Time;

(4)subject to Section 5.3, each Company Super Voting Share (other than any Dissent Share) outstanding immediately prior to the Effective Time shall be, and shall be deemed to be, transferred by the holder thereof to the Purchaser in exchange for the issuance by the Purchaser to such holder of the SVS Consideration, and upon such exchange:

(a)the former holder of such exchanged Company Super Voting Share shall cease to be the holder thereof or to have any rights as a holder thereof, other than the right to receive the SVS Consideration issuable in respect of such Company Super Voting Share pursuant to this Section 3.1(4);

(b)the former holders of such exchanged Company Super Voting Shares shall be removed from the Company’s central securities register for the Company Super Voting Shares;

(c)the former holders of such exchanged Company Super Voting Shares shall be entered in the Purchaser’s central securities register for the Purchaser Shares in respect of the Purchaser Shares issued to such holders pursuant to this Section 3.1(4); and

(d)the Purchaser will be, and will be deemed to be, the legal and beneficial owner of such transferred Company Super Voting Shares and will be entered in the central securities register of the Company as the sole holder thereof;

(5)concurrently with the exchange of Company Super Voting Shares pursuant to Section 3.1(4), there shall be added to the capital of the Purchaser Shares, in respect of the Purchaser Shares issued pursuant to Section 3.1(4), an amount equal to the product obtained when (i) the paid-up capital of the Company Super Voting Shares immediately prior to the Effective Time, is multiplied by (ii) a fraction, (A) the numerator of which is the number of Company Super Voting Shares (excluding any Dissent Shares) outstanding immediately prior to the Effective Time, and (B) the denominator of which is the number of Company Super Voting Shares (including any Dissent Shares) outstanding immediately prior to the Effective Time;

(6)subject to Section 5.3, each Company Subordinate Voting Share (other than any Dissent Share) outstanding immediately prior to the Effective Time (including any Company Subordinate Voting Shares issued pursuant to Section 3.1(2)) shall be, and shall be deemed to be, transferred by the holder thereof to the Purchaser in exchange for the issuance by the Purchaser to such holder of the Subordinate Voting Share Consideration, and upon such exchange:

(a)the former holder of such exchanged Company Subordinate Voting Share shall cease to be the holder thereof or to have any rights as a holder thereof, other than the right to receive the Subordinate Voting Share Consideration issuable in respect of such Company Subordinate Voting Share pursuant to this Section 3.1(6);

(b)the former holders of such exchanged Company Subordinate Voting Shares shall be removed from the Company’s central securities register for the Company Subordinate Voting Shares;

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(c)the former holders of such exchanged Company Subordinate Voting Shares shall be entered in the Purchaser’s central securities register for the Purchaser Shares in respect of the Purchaser Shares issued to such holders pursuant to this Section 3.1(6); and

(d)the Purchaser will be, and will be deemed to be, the legal and beneficial owner of such transferred Company Subordinate Voting Shares and will be entered in the central securities register of the Company as the sole holder thereof;

(7)concurrently with the exchange of Company Subordinate Voting Shares pursuant to Section 3.1(6), there shall be added to the capital of the Purchaser Shares, in respect of the Purchaser Shares issued pursuant to Section 3.1(6), an amount equal to the product obtained when (i) the paid-up capital of the Company Subordinate Voting Shares immediately prior to the Effective Time, is multiplied by (ii) a fraction, (A) the numerator of which is the number of Company Subordinate Voting Shares (excluding any Dissent Shares) outstanding immediately prior to the Effective Time, and (B) the denominator of which is the number of Company Subordinate Voting Shares (including any Dissent Shares) outstanding immediately prior to the Effective Time;

(8)in accordance with the terms of the 2019 Company Equity Incentive Plan, the terms of each Company Option outstanding immediately prior to the Effective Time shall be adjusted so that, upon exercise of such Company Option, the holder shall, upon payment of the exercise price under such Company Option, be entitled to receive, in substitution for the number of Company Subordinate Voting Shares subject to such Company Option, that number of Purchaser Shares equal to the product obtained when the number of ‎Company Subordinate Voting Shares subject to such Company Option immediately ‎prior to the ‎Effective Time is multiplied by the Exchange Ratio. For greater certainty, the exercise price per Purchaser Share under such Company Option immediately following the adjustment pursuant to this Section 3.1(8) shall equal the exercise per Company Share under such Company Option immediately prior to the Effective Time divided by the Exchange Ratio, the Company Options shall not be exchanged or otherwise replaced by this Plan of Arrangement, and, subject to this Section 3.1(8), shall continue to be governed by the 2019 Company Equity Incentive Plan on the same terms and ‎conditions as were applicable to such Company Options immediately prior to ‎the Effective Time. Notwithstanding the foregoing, if necessary to satisfy the requirements of subsection 7(1.4) of the Tax Act, the exercise price of a Company Option adjusted in accordance with the foregoing shall be increased such that the In-The-Money Amount of the Company Option immediately after such adjustment does not exceed the In-The-Money Amount of the Company Option immediately before such adjustment. For any Company Option that is intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Code, it is intended that such adjustment will comply with Treasury Regulation Section 1.424(1)(a). For any Company Option that is a nonqualified option held by a U.S. taxpayer, it is intended that such adjustment will be implemented in a manner intended comply with Section 409A of the Code;

(9)each Company Warrant outstanding immediately prior to the Effective Time shall be, and shall be deemed to be, adjusted in accordance with its terms for a Purchaser warrant (each, a ‎‎"Replacement Warrant") which will entitle the holder to purchase from the Purchaser that number of Purchaser Shares equal to ‎the product obtained when the number of Company Subordinate Voting Shares ‎issuable on exercise of such exchanged Company Warrant immediately prior to the Effective ‎Time is multiplied by the Exchange Ratio, at an exercise price per Purchaser Share equal to the exercise price per ‎share under such exchanged Company Warrant immediately prior to the Effective Time divided by the Exchange Ratio (provided that if the exercise of Replacement Warrants by a holder would otherwise result in the aggregate number of Purchaser Shares issuable to such holder including a fraction of a Purchaser Share, the aggregate number of Purchaser Shares otherwise issuable upon such exercise shall in each case be rounded down to the nearest whole number without

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any payment or compensation to the holder, and that the aggregate exercise price payable on any particular exercise of Replacement Warrants shall be rounded up to the nearest whole cent), and otherwise having a term to expiry, conditions to and manner of exercise and other ‎terms and conditions the same as ‎the terms and conditions of such exchanged Company Warrant, and such exchanged Company Warrant shall thereupon be ‎cancelled. Any ‎document previously evidencing such Company Warrant shall thereafter represent only the right to receive, in exchange therefore, the Replacement Warrant that the holder of such document is entitled to receive. For greater certainty, the Company Warrants shall not be exchanged or otherwise replaced by this Plan of Arrangement;

(10)each Company MVS Warrant outstanding immediately prior to the Effective Time shall be, and shall be deemed to be, adjusted in accordance with its terms for a Purchaser warrant (each, a ‎‎"Replacement MVS Warrant") which will entitle the holder to purchase from the Purchaser that number of Purchaser Shares equal to ‎the product obtained when the number of Company Multiple Voting Shares ‎issuable on exercise of such exchanged Company MVS Warrant immediately prior to the Effective ‎Time is multiplied by the product of, (A) the Exchange Ratio, and (B) the Company MVS Conversion Ratio, at an exercise price per Purchaser Share equal to the exercise price per ‎share under such exchanged Company MVS Warrant immediately prior to the Effective Time divided by the product of (A) the Exchange Ratio, and (B) the Company MVS Conversion Ratio (provided that if the exercise of Replacement MVS Warrants by a holder would otherwise result in the aggregate number of Purchaser Shares issuable to such holder including a fraction of a Purchaser Share, the aggregate number of Purchaser Shares otherwise issuable upon such exercise shall in each case be rounded down to the nearest whole number without any payment or compensation to the holder, and that the aggregate exercise price payable on any particular exercise of Replacement MVS Warrants shall be rounded up to the nearest whole cent), and otherwise having a term to expiry, conditions to and manner of exercise and other ‎terms and conditions the same as ‎the terms and conditions of such exchanged Company MVS Warrant, and such exchanged Company MVS Warrant shall thereupon be ‎cancelled. Any ‎document previously evidencing such Company MVS Warrant shall thereafter represent only the right to receive, in exchange therefore, the Replacement MVS Warrant that the holder of such document is entitled to receive. For greater certainty, the Company MVS Warrants shall not be exchanged or otherwise replaced by this Plan of Arrangement; and

(11)in accordance with the terms of the 2019 Company Equity Incentive Plan, the terms of each Company RSU outstanding immediately prior to the Effective Time shall be adjusted so that, upon vesting of such Company RSU, the holder shall be entitled to receive, instead of the number of Company Subordinate Voting Shares underlying such Company RSU, that number of Purchaser Shares equal to the product obtained when the number of ‎Company Subordinate Voting Shares underlying such Company RSU immediately ‎prior to the ‎Effective Time is multiplied by the Exchange Ratio. For greater certainty, the Company RSUs shall not be exchanged or otherwise replaced by this Plan of Arrangement, and, subject to this Section 3.1(11), shall continue to be governed by the 2019 Company Equity Incentive Plan on the same terms and ‎conditions as were applicable to such Company RSUs immediately prior to ‎the Effective Time.

ARTICLE 4 DISSENT RIGHTS

Section 4.1Rights of Dissent

(1)Registered holders of the Company Shares may exercise rights of dissent in connection with the Arrangement under section 238 of the BCBCA, in the manner set forth in sections 237 to 247 of the BCBCA, as modified by the Interim Order, the Final Order and this Section 4.1 ("Dissent Rights"); provided that notwithstanding subsection 242(1)(a) of the BCBCA, the written objection to the

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Arrangement Resolution referred to in subsection 242(1)(a) of the BCBCA must be received by the Company not later than 4:00 p.m. (Vancouver time) two (2) Business Days immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time).

(2)Dissenting Shareholders who are ultimately determined to be entitled to be paid by the Purchaser the fair value for the Company Shares in respect of which they have exercised Dissent Rights will be deemed to have irrevocably transferred such Company Shares to the Purchaser pursuant to Section 3.1(1) in consideration of such fair value paid by the Purchaser and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Company Shares.

(3)Dissenting Shareholders who are ultimately not entitled, for any reason, to be paid by the Purchaser the fair value for the Company Shares in respect of which they have exercised Dissent Rights will be deemed to have participated in the Arrangement on the same basis as a Company Shareholder who has not exercised Dissent Rights, as at and from the Effective Time and be entitled to receive only the consideration set forth in Section 3.1 that such holder would have received if such holder had not exercised Dissent Rights.

(4)In no case will the Company or the Purchaser or any other person be required to recognize a Person exercising Dissent Rights as a holder of Company Shares after the Effective Time, and each Dissenting Shareholder will cease to be entitled to the rights of a Company Shareholder in respect of Company Shares in relation to which such Dissenting Shareholder has exercised Dissent Rights and the central securities register of the Company will be amended to reflect that such former holder is no longer the holder of such Company Shares as and from the Effective Time.

(5)For greater certainty, in accordance with the BCBCA, none of the following are entitled to exercise Dissent Rights:‎ (i) holders of Company Options; (ii) holders of Company RSUs; (iii) holders of Company Warrants; (iv) holders of Company MVS Warrants; and (v) holders of Company Shares who vote, or have instructed a proxyholder to vote, in favour of the Arrangement Resolution.

ARTICLE 5 DELIVERY OF PURCHASER SHARES

Section 5.1Delivery of Purchaser Shares

(1)Upon return to the Depositary of a properly completed Letter of Transmittal by a registered former Company Shareholder together with certificate(s) or a direct registration statement advice (a "DRS Advice") representing one or more Company Shares that such Company Shareholder held immediately before the Effective Time, together with such additional documents and instruments as the Depositary may reasonably require, the Company Shareholder shall be entitled to receive the Purchaser Shares that they are entitled to receive pursuant to Section 3.1 in exchange therefor, and the Depositary shall deliver to such holder, following the Effective Time, certificate(s) or DRS Advice recorded on a book-entry basis representing the Purchaser Shares that such holder is entitled to receive pursuant to Section 3.1.

(2)After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(1), each certificate or DRS Advice that immediately prior to the Effective Time represented one or more Company Shares, Company Warrants or Company MVS Warrants shall be deemed at all times to represent only the right to receive in exchange therefor the Purchaser Shares that the holder of such certificate or DRS Advice is entitled to receive pursuant to Section 3.1.

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(3)For greater certainty, none of the holders of Company Options, holders of Company Warrants, holders of Company RSUs, holders of Company MVS Warrants or Company Shareholders shall be entitled to receive any consideration with respect to such Company securities other than the consideration such holder is entitled to receive in accordance with Section 3.1, and, for greater certainty, no such former holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

Section 5.2Dividends and Distributions

No dividends or other distributions declared or made after the Effective Time with respect to Purchaser Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate which immediately prior to the Effective Time represented outstanding Company Shares that were exchanged pursuant to Section 3.1 unless and until the holder of record of such certificate shall surrender such certificate (or affidavit in accordance with Section 5.6) in accordance with Section 5.1(1). Subject to applicable Law, at the time of such surrender of any such certificate (or in the case of clause (B) below, at the appropriate payment date), there shall be paid to the holder of record of the certificates formerly representing whole Company Shares, without interest, (A) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to each whole Purchaser Share issued to such holder, and (B) on the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole Purchaser Subordinate Share.

Section 5.3Fractional Shares

In no event shall any fractional Purchaser Shares be issued under this Arrangement. Where the aggregate number of Purchaser Shares to be issued to a holder of Company Shares as consideration under this Arrangement would result in a fraction of a Purchaser Share being issuable, the number of Purchaser Shares to be received by such holder shall be rounded down to the nearest whole Purchaser Share.

Section 5.4Adjustment to Share Consideration

THE AMOUNT OF SHARE CONSIDERATION, IF ANY, THAT A COMPANY SHAREHOLDER IS ENTITLED TO RECEIVE PURSUANT TO SECTION 3.1 SHALL BE ADJUSTED TO REFLECT FULLY THE EFFECT OF ANY STOCK SPLIT, REVERSE SPLIT OR STOCK DIVIDEND (INCLUDING ANY DIVIDEND OR DISTRIBUTION OF SECURITIES CONVERTIBLE INTO SHARES), CONSOLIDATION, REORGANIZATION, RECAPITALIZATION OR OTHER LIKE CHANGE WITH RESPECT TO PURCHASER SHARES OCCURRING AFTER THE DATE OF THE ARRANGEMENT AGREEMENT AND PRIOR TO THE EFFECTIVE TIME, IN COMPLIANCE WITH SECTION 2.10 OF SUCH AGREEMENT.

Section 5.5Effective Time Procedures

Following the receipt of the Final Order and prior to the Effective Date, the Purchaser shall arrange to be delivered to the Depositary the Purchaser Shares required to be issued to Company Shareholders in accordance with the provisions of Section 3.1, which Purchaser Shares shall be held by the Depositary as agent and nominee for such Company Shareholders for delivery to such Company Shareholders in accordance with the provisions of Article 5.

Section 5.6Loss of Certificates

In the event any certificate which immediately prior to the Effective Time represented any outstanding Company Shares that were acquired by the Purchaser pursuant to Section 3.1 has been lost, stolen or

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destroyed, upon the making of an affidavit of that fact by the former holder of such Company Shares, the Depositary will, in exchange for such lost, stolen or destroyed certificate, deliver to such former holder of Company Shares, or make available for pick up at its offices, the Purchaser Shares such former holder is entitled to receive in respect of such Company Shares pursuant to Section 3.1 together with any distributions or dividends which such holder is entitled to receive pursuant to Section 5.2 and less, in each case, any amounts withheld pursuant to Section 5.8. When authorizing such delivery in relation to any lost, stolen or destroyed certificate, the former holder of such Company Shares shall, as a condition precedent to the delivery of Purchaser Shares, give a bond satisfactory to the Purchaser and the Depositary (acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify the Company, the Purchaser and the Depositary against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.7Extinction of Rights

Any certificate or book-entry advice statements which immediately prior to the Effective Time represented one or more outstanding Company Shares that were acquired by the Purchaser pursuant to Section 3.1 which is not deposited with the Depositary in accordance with the provisions of Section 5.1(1) on or before the sixth (6th) anniversary of the Effective Date shall, on the sixth (6th) anniversary of the Effective Date, cease to represent a claim or interest of any kind or nature whatsoever, whether as a securityholder or otherwise and whether against the Company, the Purchaser, the Depositary or any other person. On such date, the consideration such former holder of Company Shares would otherwise have been entitled to receive pursuant to Section 3.1, together with any distributions or dividends such holder would otherwise have been entitled to receive pursuant to Section 5.2, shall be deemed to have been surrendered for no consideration to the Purchaser. Neither the Company nor the Purchaser will be liable to any person in respect of any cash or securities (including any cash or securities previously held by the Depositary in trust for any such former holder) which is forfeited to the Purchaser or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

Section 5.8Withholding Rights

The Purchaser, the Company and the Depositary, as applicable, shall be entitled to deduct or withhold ‎‎from any consideration payable or otherwise deliverable to any Person, including Company ‎Shareholders ‎exercising Dissent Rights, pursuant to the Arrangement and from all dividends, other ‎distributions or ‎other amounts otherwise payable to any former Company Shareholders, such Taxes or ‎other amounts as ‎the Purchaser, the Company or the Depositary are required, entitled or permitted to ‎deduct or withhold ‎with respect to such payment under the Tax Act, or any other provisions of any ‎Laws. To the extent that ‎Taxes or other amounts are so deducted or withheld, such deducted or ‎withheld Taxes or other amounts ‎shall be treated for all purposes under this Agreement as having been ‎paid to the Person in respect of ‎which such deduction or withholding was made, provided that such ‎deducted or withheld Taxes or other ‎amounts are actually remitted to the appropriate taxing authority. ‎Each of the Purchaser, the Company ‎and the Depositary, as applicable, ‎is hereby authorized to sell or ‎‎otherwise dispose of, on behalf of such ‎Person, such portion of ‎any share or other security deliverable ‎to ‎such Person as is necessary to provide ‎sufficient funds ‎to the Purchaser, the Company or the ‎Depositary, ‎as the case may be, to enable it to ‎comply with such ‎deduction or withholding requirement ‎and the ‎Purchaser, the Company or the ‎Depositary shall notify such ‎Person thereof and remit the ‎applicable ‎portion of the net proceeds of such ‎sale to the ‎appropriate taxing authority and, if applicable, ‎any portion ‎of such net proceeds that is not ‎‎required to be so remitted shall be paid to such Person‎.

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Section 5.9U.S. Securities Laws Exemption

Notwithstanding any provision herein to the contrary, the Parties each agree that the Plan of Arrangement will be carried out with the intention that all Purchaser Shares, Replacement Warrants, and Replacement MVS Warrants to be issued by the Purchaser to Company Shareholders, holders of Company Warrants and holders of Company MVS Warrants, respectively, in exchange for their Company Shares, Company Warrants and Company MVS Warrants, respectively, pursuant to the Plan of Arrangement will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement.

ARTICLE 6 AMENDMENTS

Section 6.1Amendments to Plan of Arrangement

(1)The Company and the Purchaser reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be: (i) set out in writing, (ii) approved by the Company and the Purchaser, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.

(2)Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company at any time prior to the Meeting (provided the Purchaser shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), will become part of this Plan of Arrangement for all purposes.

(3)Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting will be effective only if such amendment, modification or supplement: (i) is consented to by each of the Company and the Purchaser, and (ii) if required by the Court or applicable law, is consented to by Company Shareholders voting in the manner directed by the Court.

(4)Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by each of the Parties provided that such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company and the Purchaser or any former Company Securityholder.

ARTICLE 7 TERMINATION

This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement. Upon the termination of the Arrangement Agreement pursuant to Section 7.2 of the Arrangement Agreement prior to this Plan of Arrangement becoming effective, no Party shall have any liability or further obligation to any other Party hereunder other than as set out in the Arrangement Agreement.

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ARTICLE 8 FURTHER ASSURANCES

Section 8.1Further Assurances

Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties will make, do and execute, or cause to be made, done and executed, any such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

Section 8.2Paramountcy

From and after the Effective Time:

(1)this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of the Company issued prior to the Effective Time;

(2)the rights and obligations of the holders of the securities of the Company and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and

(3)all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of the Company shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.

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Schedule B
ARRANGEMENT RESOLUTION

1. The arrangement (the “Arrangement”) pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “BCBCA”) involving Goodness Growth Holdings, Inc. (the “Company”), pursuant to the arrangement agreement between the Company and Verano Holdings Corp. dated January 31, 2022, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement Agreement”), as more particularly described and set forth in the management information circular of the Company dated●, 2022 (the “Circular”), and all transactions contemplated thereby, are hereby authorized, approved and adopted.

2. The plan of arrangement of the Company, as it has been or may be modified, supplemented or amended in accordance with the Arrangement Agreement and its terms (the “Plan of Arrangement”), the full text of which is set out as Appendix ● to the Circular, is hereby authorized, approved and adopted.

3. The Company be and is hereby authorized to apply for a final order from the Supreme Court of British ‎Columbia to approve the Arrangement on the terms set forth in the Arrangement ‎Agreement and the Plan of Arrangement (as they may be amended, modified or ‎supplemented and as described in the Circular).‎

4. The: (i) Arrangement Agreement and all the transactions contemplated therein; (ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto, and causing the performance by the Company of its obligations thereunder, are hereby ratified and approved.

5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company (the “Company Shareholders”) or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of the Company are hereby authorized and empowered, at their discretion, without further notice to or approval of the Company Shareholders: (i) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by their terms; and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.

6. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to make an application to the Court for an order approving the Arrangement and to execute, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered, such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such other documents.  

7. Any officer or director of the Company is hereby authorized and directed, for and on behalf of the Company, to execute or cause to be executed and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in such person’s opinion, may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document or instrument or the doing of any such other act or thing.

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Schedule C
REPRESENTATIONS AND WARRANTIES of THE COMPANY

1.1 Representations and Warranties

The Company hereby represents and warrants to and in favour of the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations and warranties in connection with the entering into of this Agreement:

(a) Board Approval. The Company Board, after consultation with its financial and legal advisors, has determined that the Plan of Arrangement is fair to the Company Shareholders and is in the best interests of the Company and its security holders and has unanimously resolved to recommend to the Company Shareholders that they vote in favour of the Arrangement Resolution. The Company Board has approved the Arrangement pursuant to the Plan of Arrangement and the execution and performance of this Agreement.

(b) Fairness Opinions. The Company Board has received oral confirmation that it expects to receive, prior to the distribution of the Company Circular, the written opinions of Hyperion Capital Inc. and Cormark Securities Inc., to the effect that, as of the date of such opinions, subject to the assumptions and limitations set out therein, the Consideration to be received by the Company Shareholders in connection with the Arrangement is fair, from a financial point of view, to such Company Shareholders.

(c) Organization and Qualification. The Company and each of its Subsidiaries is a corporation or an entity validly existing under all Laws of its jurisdiction of incorporation, formation, continuance or creation and has all necessary corporate or other power, authority and capacity to own its property and assets and to carry on its business as it is now being conducted. The Company and each of its Subsidiaries:

(i) has all Permits necessary to conduct its business as now conducted as disclosed in the Company Filings; and

(ii) is duly registered or otherwise authorized and qualified to do business and each is in good standing in each jurisdiction in which the character of its properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not result in a Material Adverse Effect.

(d) Authority Relative to this Agreement. The Company has the requisite corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations under this Agreement have been duly authorized by the Company Board and no other corporate proceedings on its part are necessary to authorize this Agreement or the Arrangement pursuant to the Plan of Arrangement other than the Required Approval. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other Laws relating to or affecting rights of creditors generally and subject to the qualification that equitable remedies, including specific performance, are discretionary.

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(e) No Violation. The authorization, execution and delivery of this Agreement by the Company, the completion of the transactions contemplated by this Agreement and the Arrangement pursuant to the Plan of Arrangement and the performance of the Company’s obligations hereunder or thereunder in accordance with the terms hereof and thereof will not:

(i) violate, conflict with, or result (with or without notice or the passage of time) in a violation or breach of any provision of, or require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or cause any indebtedness to come due before its stated maturity, or cause any credit commitment to cease to be available, or cause any payment or other obligation to be imposed on the Company or any of its Subsidiaries, under any of the terms, conditions or provisions of:

(A) their Constating Documents; or

(B) except as set forth in Section 1.1(e) of the Company Disclosure Letter, any material Permit or Material Contract to which the Company or any of its Subsidiaries is a party or to which any of them, or any of their respective properties or assets, may be subject or by which the Company or any of its Subsidiaries is bound; or

(ii) except as set forth in Section 1.1(e) of the Company Disclosure Letter, result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provisions of any material Laws applicable to the Company or any of its Subsidiaries or any of their respective properties or assets; or

(iii) except as set forth in Section 1.1(e) of the Company Disclosure Letter, cause the suspension or revocation of any material Permit currently in effect held by the Company or any of its Subsidiaries; or

(iv) except as set forth in Section 1.1(e) of the Company Disclosure Letter, give rise to any rights of first refusal or trigger any change in control provisions under any Material Contract or Permit to which the Company is a party; or

(v) except for any Liens in favour of the Purchaser under the Credit Agreement, result in the imposition of any Liens upon any assets of the Company or any of its Subsidiaries.

(f) Capitalization.

(i) The authorized share capital of the Company consists of an unlimited number of Company Shares. As of the close of business on the Business Day prior to the date hereof there are issued and outstanding: (A) 81,298,228 Company Subordinate Voting Shares (representing approximately 43% of the voting rights attached to the outstanding shares of the Company); (B) 402,720 Company Multiple Voting Shares (representing approximately 22% of the voting rights attached to the outstanding shares of the Company); and (C) 65,411 Company Super Voting Shares (representing approximately 35% of the voting rights attached to the outstanding shares of the Company). As of the close of business on January 31, 2022, an aggregate of up to 23,226,338 Company Subordinate Voting Shares are issuable upon the exercise of 23,226,338 Company Options,

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up to 3,037,649 Company Subordinate Voting Shares are issuable upon the exercise of 3,037,649 Company SVS Warrants, up to 13,583 Company Multiple Voting Shares are issuable upon the exercise of 13,583 Company MVS Warrants, and there are no options (other than the Company Options), warrants (other than the Company Warrants), restricted stock units, conversion privileges or other rights, shareholder rights plans, arrangements, agreements, understandings or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by the Company of any securities of the Company (including Company Shares), or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of the Company (including Company Shares) or of any Subsidiary of the Company. Other than the Company Shares, the Company Options and the Company Warrants, there are no securities of the Company outstanding.

(ii) Section 1.1(f) of the Company Disclosure Letter sets forth an accurate and complete list of all Company Options and Company Warrants, including the respective holders, grant dates, number and type of Company Shares subject to such Company Options or Company Warrants, as the case may be, vesting dates (including accelerated vesting), where applicable, and exercise prices. All outstanding Company Shares have been duly authorized and validly issued, are fully paid and non-assessable, and all Company Subordinate Voting Shares and Company Multiple Voting Shares issuable upon the exercise of Company Options and Company Warrants, in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable, and are not and will not be subject to, or issued in violation of, any pre-emptive rights. All securities of the Company (including Company Shares, Company Options and Company Warrants) have been issued in compliance with all Laws. Other than the Company Shares, Company Options and Company Warrants, as applicable, there are no securities of the Company or of any of its Subsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the Company Shareholders on any matter. There are no outstanding contractual or other obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any of its outstanding securities, other than the Company Options and Company Warrants. There are no outstanding bonds, debentures or other evidences of indebtedness of the Company or any of its Subsidiaries having the right to vote with the holders of the outstanding Company Shares on any matters.

(g) Reporting Status and Securities Laws Matters. The Company is a “reporting issuer” and not on the list of reporting issuers in default under Securities Laws in each of the Provinces of British Columbia, Alberta and Ontario. No delisting, suspension of trading in or cease trading order with respect to any securities of the Company and, to the knowledge of the Company, no inquiry or investigation (formal or informal) of any Securities Authority, is in effect or ongoing or, to the knowledge of the Company, expected to be implemented or undertaken.

(h) Ownership of Subsidiaries. Section 1.1(h) of the Company Disclosure Letter includes complete and accurate lists of all Subsidiaries owned, directly or indirectly, by the Company, each of which is wholly-owned (except for the NFPs, which are not owned by any Person). All of the issued and outstanding shares of capital stock and other ownership interests in the Subsidiaries of the Company are duly authorized, validly

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issued, fully paid and non-assessable, and all such shares and other ownership interests held directly or indirectly by the Company are legally and beneficially owned free and clear of all Liens, and there are no outstanding options, warrants, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any such shares of capital stock or other ownership interests in or material assets or properties of any of the Subsidiaries of the Company. There are no contracts, commitments, arrangements, agreements, understandings or restrictions which require any Subsidiaries of the Company to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into or exchangeable for, any shares of its share capital or other ownership interests. There are no outstanding options, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) providing to any third-party the right to acquire any shares or other ownership interests in any Subsidiaries of the Company.

(i) Public Filings. Since March 18, 2019, the Company has filed all material documents required to be filed by it in accordance with Securities Laws. The Company has filed all necessary documents and information required to be filed with the Securities Authorities, the CSE and the OTCQX in all material respects. All such documents and information comprising the Company Filings, as of their respective dates (and the dates of any amendments thereto):

(i) did not contain any Misrepresentation; and

(ii) complied in all material respects with the requirements of Securities Laws, and any amendments to the Company Filings required to be made have been filed on a timely basis with the Securities Authorities, the CSE or the OTCQX. The Company has not filed any redacted information with the SEC or confidential material change report with any Securities Authority that at the date of this Agreement remains redacted or confidential, as applicable.

(j) Forward-Looking Information. With respect to forward-looking information contained in the Company’s public disclosure filings required to be filed in accordance with Securities Laws:

(i) the Company has a reasonable basis for the forward-looking information; and

(ii) all material forward-looking information is identified as such, and all such documents caution users of forward-looking information that actual results may vary from the forward-looking information and identifies material risk factors that could cause actual results to differ materially from the forward-looking information, and accurately states the material factors or assumptions used to develop forward-looking information.

(k) Financial Statements. The Company’s audited financial statements as at and for the fiscal years ended December 31, 2020 and 2019 and unaudited financial statements as at and for the three and nine months ended September 30, 2021 and 2020 (including the notes thereto) (collectively, the “Company Financial Statements”) were prepared in accordance with U.S. GAAP consistently applied (except as otherwise indicated in such financial statements and the notes thereto or in the related report of the Company’s independent auditors, and except that the unaudited Company Financial Statements may not contain footnotes and are subject to normal year-end adjustments, none of which individually or in the aggregate will be material in nature or amount) and fairly present in

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all material respects the consolidated financial position, results of operations and changes in financial position of the Company and its Subsidiaries as of the dates thereof and for the periods indicated therein and reflect reserves required by U.S. GAAP in respect of all material contingent liabilities, if any, of the Company and its Subsidiaries on a consolidated basis.

(l) No Off-Balance Sheet Arrangements. There are no material off-balance sheet transactions, arrangements, agreements, understandings, obligations (including contingent obligations) or liabilities of the Company or any of its Subsidiaries which are required to be disclosed and are not disclosed or reflected in the Company Financial Statements.

(m) Internal Accounting Controls. The Company and each Subsidiary maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) information required to be disclosed by the Company in the reports it files or submits under the U.S. Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and its Subsidiaries as of the end of the period covered by the most recently filed periodic report under the U.S. Exchange Act (such date, the “Evaluation Date”).  The Company presented in its most recently filed periodic report under the U.S. Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially adversely affected, or is reasonably likely to materially adversely affect, the internal control over financial reporting of the Company and its Subsidiaries. The Company and its Subsidiaries are in material compliance with any and all applicable requirements of the U.S. Sarbanes-Oxley Act of 2002, and any and all applicable rules and regulations promulgated by the SEC thereunder.

(n) Accounting Policies. There has been no change in accounting policies or practices of the Company since December 31, 2019, other than as disclosed in the Company Financial Statements.

(o) Independent Auditors. The auditors of the Company who reported on and certified the Company Financial Statements are independent public accountants as required by Securities Laws, and there has not been any “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations) with respect to the auditors.

(p) Title to Company Assets. The Company and/or its Subsidiaries have good, valid and marketable title to and have all necessary rights in respect of all of the Company Assets as owned, leased, licensed, loaned, operated or used by it or over which it has rights, free and clear of any Liens, and no other rights or Company Assets are necessary for the conduct of the Company Business as currently conducted or as proposed to be

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conducted, except where the failure to have such title or rights does not have and would not ‎reasonably be expected to have a Material Adverse Effect on the Company. The Company knows of no claim or basis for any claim that might or could have a Material Adverse Effect on the rights of the Company or the Subsidiaries to use, transfer, lease, license, operate, sell or otherwise exploit such Company Assets and the Company does not have any obligation to pay any commission, license fee or similar payment to any person in respect thereof and there are no outstanding rights of first refusal or other preemptive rights of purchase which entitle any person to acquire any of the rights, title or interests in the material Company Assets.

(q) Compliance with Laws, Regulatory Approvals and Authorizations. All operations of the Company and its Subsidiaries in respect of or in connection with the Company Business and the Company Assets or otherwise have been and continue to be conducted in material compliance with all Laws, including all Applicable U.S. State Laws, but excluding Federal Cannabis Laws. The Company and its Subsidiaries have obtained and are in compliance with all Authorizations to permit them to conduct the Company Business as currently conducted or proposed to be conducted. All of the Authorizations issued to date are valid and in full force and effect and none of the Company nor any of its Subsidiaries has received any correspondence or notice from any Governmental Entity alleging or asserting material non-compliance with any Laws or Authorizations and the Company does not know of any basis for any such allegation or assertion. Except as set forth on in Section 1.1(q) of the Company Disclosure Letter, none of the Company nor any of its Subsidiaries has received any notice of proceedings or actions relating to the revocation, suspension, limitation or modification of any Authorizations or any notice advising of the refusal to grant any Authorization that has been applied for or is in process of being granted and has no knowledge or reason to believe that any such Governmental Entity is considering taking or would have reasonable ground to take any such action.

(r) United States Securities Law Matters. The Company Subordinate Voting Shares are registered pursuant to Section 12(g) of the U.S. Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Company Subordinate Voting Shares under the U.S. Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration. Except as set forth on in Section 1.1(r) of the Company Disclosure Letter, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the U.S. Securities Act and the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one year preceding the date hereof (or such shorter period as the Company was required by Law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. The Company has not received written comments from the staff of the SEC regarding its periodic or current reports under the U.S. Exchange Act which comments remain unresolved.

(s) Investment Company. The Company is not, and is not an affiliate of, an “investment company” within the meaning of the U.S. Investment Company Act of 1940.  The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the U.S. Investment Company Act of 1940.  

(t) Business Relationships. All agreements with third parties in connection with the Company Business have been entered into and are being performed by the Company

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and its Subsidiaries and, to the knowledge of the Company, by all other third parties thereto, materially in compliance with their terms. There exists no actual or, to the knowledge of the Company, threatened termination, cancellation or limitation of, or any material adverse modification or material change in, the business relationship of the Company or its Subsidiaries, with any supplier, partner, or customer, or any group of suppliers, partners or customers whose business with or whose purchases or inventories, components, technologies, products or services provided to the business of the Company or its Subsidiaries are individually or in the aggregate material to the assets, business, properties, operations or financial condition of the Company (on a consolidated basis). There exists no condition or state of fact or circumstances that would prevent the Company or its Subsidiaries from conducting such business with any such third parties in the same manner in all material respects as currently conducted.

(u) Privacy Protection. Each of the Company and its Subsidiaries have security measures and safeguards in place to protect personal information it collects from illegal or unauthorized access or use by its personnel or third parties or access or use by its personnel or third parties in a manner that violates the privacy rights of third parties. The Company and its Subsidiaries have complied, in all material respects, with all applicable privacy and consumer protection legislation and neither has collected, received, stored, disclosed, transferred, used, misused or permitted unauthorized access to any information protected by privacy laws, whether collected directly or from third parties, in an unlawful manner. The Company and its Subsidiaries have taken all commercially reasonable steps to protect personal information against loss or theft and against unauthorized access, copying, use, modification, disclosure or other misuse.

(v) Intellectual Property. The Company and its Subsidiaries own or possess the right to use all patents, trademarks, trademark registrations, service marks, service mark registrations, trade names, copyrights, licenses, inventions, trade secrets and any other intellectual property rights necessary for the conduct of the Company Business as is currently conducted, including the Company’s website and digital presence, (all of which are set out in Section 1.1(v) of the Company Disclosure Letter), free of any third party claims, and Liens (except for Permitted Liens). Except as set forth on in Section 1.1(v)1.1(q) of the Company Disclosure Letter, no claim has been made against the Company or any of its Subsidiaries alleging the infringement by the Company or any of its Subsidiaries of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person, and the Company has no knowledge of any other Person infringing or challenging any Company or its Subsidiaries patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person, and the Company has no knowledge of any other Person infringing or challenging any Company or its Subsidiaries patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right. Any previously disclosed confidential information is subject to a valid and enforceable Non-Disclosure Agreement. Any Intellectual Property developed by employees or contractors, or jointly developed by the Company and another individual or entity, has been duly assigned to the Company. The Company represents and warrants that it has complied in all material respects with all privacy obligations concerning personal information from consumers.

(w) Leased Premises. With respect to each of the Company Leased Premises (all of which are described in Section 1.1(w) of the Company Disclosure Letter), the Company and/or each Subsidiary occupies the Company Leased Premises and has the exclusive right to occupy and use the Company Leased Premises and, to the Company’s Knowledge, each

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of the leases pursuant to which the Company or any Subsidiary occupies the Company Leased Premises is in good standing and in full force and effect. The performance of obligations pursuant to and in compliance with the terms of this Agreement, and the completion of the Arrangement, will not afford any of the parties to such leases or any other Person the right to terminate any such lease or result in any additional or more onerous obligations under such leases.

(x) Real Property. The Company Owned Real Property (all of which is described in Section 1.1(x) of the Company Disclosure Letter):

(i) has adequate access to and use of all necessary utilities including local power grids, potable water and waste water treatment;

(ii) is owned and operated in material compliance with Laws including all reporting and monitoring requirements thereunder, and there are no pending or, to the Company’s knowledge, any threatened, administrative, regulatory or judicial actions, suits, demands, claims, liens, notices of non-compliance or violation, investigation or proceedings relating to any Laws for such land. To the Company’s knowledge, there are no events or circumstances that might reasonably be expected to form the basis of an order for clean up or remediation under Law or relating to any Hazardous Substances and there are no Authorizations required for the Company Owned Real Property;

(iii) is the only real property currently owned or ever owned by the Company or any Subsidiary;

(iv) is in material compliance with all zoning requirements of any applicable Governmental Entity, and

the Company or its Subsidiaries has a good and marketable beneficial interest in, the Company Owned Real Property, free and clear of all encumbrances, except for Permitted Liens.

(y) Assets in Operating Condition. All material physical Company Assets are in operatingcondition, normal wear and tear excepted.

(z) Books and Records. The financial books, records and accounts of the Company and its Subsidiaries, in all material respects:

(i) have been maintained in accordance with U.S. GAAP and with the accounting principles generally accepted in the country of domicile of each such entity, on a basis consistent with prior years;

(ii) in each case are stated in reasonable detail and accurately and fairly reflect the material transactions and dispositions of the assets of the Company and its Subsidiaries; and

(iii) accurately and fairly reflect the basis for the Company Financial Statements.

(aa) Minute Books. The Company has maintained complete records of all minute books. The minute books of each of the Company and its material Subsidiaries, which have been provided to the Purchaser, are true and correct in all material respects, and contain the minutes of all meetings of the boards of directors, committees of the board and

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shareholders and all resolutions passed by the boards of directors, committees of the board and the shareholders.

(bb) No Undisclosed Liabilities. Except as permitted or expressly contemplated by this Agreement, the Company and its Subsidiaries have no outstanding indebtedness or liabilities and none is a party to or bound by any surety-ship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, other than those specifically identified in the Company Financial Statements, incurred in the Ordinary Course or to be incurred under the Credit Agreement.

(cc) No Material Change. Except as disclosed in Section 1.1(cc) of the Company Disclosure Letter and in the Company Filings, since December 31, 2020, there has been no material change in respect of the Company and its Subsidiaries taken as a whole, and the debt, business and material property of the Company and its Subsidiaries conform in all respects to the description thereof contained in the Company Filings, and there has been no dividend or distribution of any kind declared, paid or made by the Company on any Company Shares.

(dd) Litigation. Except as disclosed in Section 1.1(dd) of the Company Disclosure Letter, there are no claims, actions, suits, grievances, complaints or proceedings pending or, to the knowledge of the Company, threatened affecting the Company or any of its Subsidiaries or affecting any of their respective property or assets at law or in equity before or by any individual, non-governmental organization, community, community group or any Governmental Entity, including matters arising under any applicable laws, including but not limited to Canadian or U.S. Securities law, Employment, Intellectual Property, or Environmental Laws.  Neither the Company nor any of its Subsidiaries nor their respective assets or properties is subject to any outstanding judgment, order, writ, injunction or decree.

(ee) Taxes.

(i) The Company and each of its Subsidiaries has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Entities. The Company and each of its Subsidiaries has reported all income and other amounts and information required by Law to be reported on such Tax Returns, and all such Tax Returns are complete and correct in all material respects.

(ii) The Company and each of its Subsidiaries has duly and timely paid all Taxes, including instalments on account of Taxes for the current year, that are due and payable by it whether or not assessed by a Governmental Entity, other than those which are being or have been contested in good faith and in respect of which reserves have been provided in the most recently published Company Financial Statements. No deficiency with respect to the payment of any Taxes or Tax instalments has been asserted against the Company or any of its Subsidiaries by any Governmental Entity.

(iii) The Company and each of its Subsidiaries has provided adequate accruals in accordance with U.S. GAAP in its books and records and in the most recently published Company Financial Statements for any Taxes of the Company and each of its Subsidiaries for the period covered by such Company Financial Statements that have not been paid whether or not shown as being due on any Tax Return or Tax Returns. Since the publication date of the most recently

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published Company Financial Statements, no liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the Ordinary Course.

(iv) The Company and each of its Subsidiaries has duly and timely withheld from any amount paid or credited by it to or for the account or benefit of any Person, including any Company Employees and any non-resident Person, the amount of all Taxes and other deductions required by any Laws to be withheld from any such amount and has duly and timely remitted the same to the appropriate Governmental Entity.

(v) The Company and each of its Subsidiaries has duly and timely collected all Taxes required to be collected by it and has duly and timely paid and remitted the same to the appropriate Governmental Entity.

(vi) There are no proceedings, investigations, audits, claims, proposed adjustments or matters in controversy now pending against the Company or any of its Subsidiaries in respect of any Taxes and no Governmental Entity has asserted, or, to the knowledge of the Company or any of its Subsidiaries, threatened to assert against the Company or any of its Subsidiaries any claim for Taxes.

(vii) No claim has been made by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax by that jurisdiction.

(viii) There are no Liens for unpaid Taxes (other than in respect of Taxes not yet due and payable and for which adequate accruals or reserves have been established in accordance with U.S. GAAP) upon any of the assets of the Company or any of its Subsidiaries.

(ix) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes due from the Company or any of its Subsidiaries for any taxable period and no request for any such waiver or extension is currently pending.

(x) The Company and each of its Subsidiaries has given to the Purchaser true, correct and complete copies of all its income and capital tax returns and statements of deficiencies for taxable periods, or transactions consummated, for the prior three years, and there are no material omissions in the foregoing.

(xi) There are no circumstances existing which could result in the application of section 17 or sections 78 to 80.04 of the Tax Act, or any equivalent provincial Law, to the Company or any of its Subsidiaries.

(xii) Neither the Company nor any of its Subsidiaries has claimed, nor will any of them claim, any reserve for Tax purposes if, as a result, any amount could be included in the income of the Company or any of the Subsidiaries for any period ending after the Effective Time.

(xiii) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Date as a result of

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any (i) change in method of accounting (or improper use of an accounting method) for a taxable period ending on or prior to the Effective Date; (ii) “closing agreement” as described in section 7121 of the U.S. Tax Code (or any corresponding provision of state, local or non-U.S. Tax law) entered into on or prior to the Effective Date, (iii) instalment sale or open transaction disposition made on or prior to the Effective Date or (iv) prepaid amount received on or prior to the Effective Date.

(xiv) For all transactions between (x) the Company or any of its Subsidiaries that is resident in Canada for the purposes of the Tax Act and (y) any Person not resident in Canada for purposes of the Tax Act with whom the Company or any such of its Subsidiaries was not dealing at arm’s length, the Company or such Subsidiary has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act.  Neither the Company nor any of its Subsidiaries has been a party to any transaction or other arrangement to which subsection 247(2) or (3) of the Tax Act may reasonably be expected to apply.

(xv) Neither the Company nor any of its Subsidiaries has requested, received or entered into any advance Tax rulings, advance pricing agreements or similar rulings or agreements or rulings with any Governmental Entity.

(xvi) The Company is a “taxable Canadian corporation” for the purposes of the Tax Act. The Company is treated as a U.S. domestic corporation for U.S. federal income tax purposes and is treated as a “surrogate foreign corporation” pursuant to Section 7874 of the U.S. Tax Code.

(xvii) For the purposes of the Tax Actthe Company is resident in Canada.

(xviii) Each Subsidiary of the Company is resident in the jurisdiction in which it is formed, amalgamated and/or continued into and is not resident in any other country.

(xix) With respect to each outstanding Company Option that was granted to the holder by virtue of the holder’s provision of services to the Company or a Subsidiary, (i) such holder dealt at arm’s length (within the meaning of the Tax Act) with the Company at the time immediately following the grant of such Company Option; and (ii) the exercise price of such Company Option was in accordance with the policies of the CSE and OTCQX, as applicable.

(ff) Contracts. Section 1.1(ff) of the Company Disclosure Letter includes a complete and accurate list of all Material Contracts to which the Company or any of its Subsidiaries is a party which are in full force and effect. All such Material Contracts are in full force and effect, and the Company or its Subsidiaries are entitled to all rights and benefits thereunder in accordance with the terms thereof. The Company has made available to the Purchaser in the Company Data Room true and complete copies of all Material Contracts. All of the Material Contracts are valid and binding obligations of the Company or its Subsidiaries, as the case may be, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction. The Company and its Subsidiaries have complied in all material respects with all terms of such Material Contracts, including fulfilling any consent or notice requirements, have paid

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all amounts due thereunder, have not waived any rights thereunder and no material default or breach exists in respect thereof on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a material default or breach or trigger a right of termination of any of the Material Contracts. Neither the Company nor any of its Subsidiaries has received written notice that any party to a Material Contract intends to cancel, terminate or otherwise modify or not renew such Material Contract, and to the knowledge of the Company, no such action has been threatened. Neither the Company nor any of its Subsidiaries is a party to any Material Contract that contains any non-competition obligation or otherwise restricts in any material way the business of the Company or any of its Subsidiaries.

(gg) Permits. The Company and each of its Subsidiaries has obtained and is in compliance in all material respects with all material Permits required by Laws that are necessary to conduct its current business as it is now being conducted (which, for greater certainty, includes all of the Permits which are described in Section 1.1(gg) of the Company Disclosure Letter).

(hh) Environmental Matters. Each of the Company and its Subsidiaries and, to the knowledge of the Company, their respective businesses, operations, and properties:

(i) is in material compliance with all Environmental Laws and all terms and conditions of all Environmental Permits;

(ii) has not, within the past two years, received any order, request or notice from any Person alleging a material violation of any Environmental Law;

(iii) is not a party to any litigation or administrative proceeding, nor to the knowledge of the Company is any litigation or administrative proceeding threatened in writing against it or its property or assets, which in either case asserts or alleges that it materially violated any Environmental Laws, is required to clean up, remove or take remedial or other response action due to the Release of any Hazardous Substances, or is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of the Release of any Hazardous Substances;

(iv) has no knowledge of any conditions existing currently which could reasonably be expected to subject it to damages, penalties, injunctive relief or cleanup costs under any Environmental Laws or which require or are likely to require cleanup, removal, remedial action or other response by it pursuant to applicable Environmental Laws; and

(v) is not subject to any written judgment, decree, order or citation related to or arising out of applicable Environmental Law and has not been named or listed as a potentially responsible party by any Governmental Entity in a matter arising under any Environmental Laws.  

(ii) Competition Act. Each of (i) the aggregate value of the assets in Canada that are owned by the Company or by entities controlled by the Company, and (ii) the gross revenues from sales in or from Canada generated from the assets described in (i), do not exceed CAD$93 million, all values being determined in accordance with the Competition Act (Canada) and the regulations thereunder.  

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(jj) Investment Canada Act. None of the Company nor any of its Subsidiaries is a “Canadian business” (as that term is defined in the Investment Canada Act).

(kk) Employee Benefits. Except as set out in Section 1.1(kk) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is party to any Employee Plans or collective bargaining agreements.

(ll) Labour and Employment.

(i) Section 1.1(ll)(i) of the Company Disclosure Letter sets forth a complete and anonymized list of all employees of the Company and its Subsidiaries, together with their titles and service dates. No such employee is on a Company-approved leave of absence. All current assessments under applicable workers compensation legislation in relation to the employees listed in Section 1.1(ll)(i) of the Company Disclosure Letter have been paid or accrued by the Company and its Subsidiaries, as applicable, and the Company and its Subsidiaries are not subject to any special or penalty assessment under such legislation which has not been paid.

(ii) Except for those written employment contracts with employees of the Company and any of its Subsidiaries identified in Section 1.1(ll)(ii) of the Company Disclosure Letter, there are no written contracts of employment entered into with any such employees. Except for those agreements or provisions described in Section 1.1(ll)(ii) of the Company Disclosure Letter, no employee of the Company or of any of its Subsidiaries is party to a change of control, severance, termination, golden parachute or similar agreement or provision or would receive payments under such agreement or provision as a result of the Arrangement.

(iii) Neither the Company nor any Subsidiary is party to any collective bargaining agreement, contract or legally binding commitment to any trade unions or employee organization or group, except as set forth in Section 1.1(ll)(iii) of the Company Disclosure Letter. There are no threatened or apparent union organizing activities involving employees of the Company or any of its Subsidiaries, nor is the Company or any of its Subsidiaries currently negotiating any collective bargaining agreements, except as set forth in Section 1.1(ll)(iii) of the Company Disclosure Letter.

(iv) Section 1.1(ll)(iv) of the Company Disclosure Letter sets forth a complete list of the consulting and third-party contractor agreements, between the Company or any of its Subsidiaries. There are no material defaults or violations by the Company or any of its Subsidiaries under any such agreements listed in Section 1.1(ll)(iv) of the Company Disclosure Letter, and there are no material claims or proceedings, or to the knowledge of the Company, threatened material claims or proceedings of any kind from any such third-party contractors.

(v) The Company has complied in all material respects with all wage and hour laws with respect to employees and the classification of employees as exempt or non-exempt and has properly calculated and paid overtime to any non-exempt employees.

(mm) Previous Acquisitions. All previous acquisitions completed by the Company or any of Subsidiaries of any securities, business or assets of any other entity, have been fully and properly disclosed in documents filed on EDGAR with the SEC and on SEDAR by or on

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behalf of the Company with the Securities Authorities as required by Securities Laws.  Such acquisitions were completed in material compliance with all applicable corporate and Securities Laws and all necessary corporate and regulatory approvals, consents, authorizations, registrations, and filings required in connection therewith were obtained or made, as applicable, and complied with in all material respects.

(nn) Absence of Cease Trade Orders. No order ceasing or suspending trading in the Company Shares (or any of them) or any other securities of the Company is outstanding and no proceedings for this purpose have been instituted or, to the knowledge of the Company, are pending, contemplated or threatened.

(oo) Related Party Transactions. Except as disclosed in Section 1.1(oo) of the Company Disclosure Letter or as expressly contemplated by this Agreement, there are no Contracts or other transactions currently in place between the Company or any of its Subsidiaries and (i) any officer or director of the Company or any officer, director, manager or member of the board of managers of any of its Subsidiaries; (ii) any holder of record or beneficial owner of 10% or more of the Company Shares; and (iii) any affiliate or associate of any such officer, director, holder of record or beneficial owner. Section 1.1(oo) of the Company Disclosure Letter sets forth all Contracts between any NFP and the Company or any of its other Subsidiaries.

(pp) Expropriation. No part of the property or assets of the Company or any of its Subsidiaries has been taken, condemned or expropriated by any Governmental Entity nor has any written notice or proceeding in respect thereof been given or commenced nor does the Company or any of its Subsidiaries know of any intent or proposal to give such notice or commence any such proceedings.

(qq) Registration Rights. Except as disclosed in Section 1.1(qq)  of the Company Disclosure Letter, no Company Shareholder has any right to compel the Company to register or otherwise qualify the Company Shares (or any of them) for public sale or distribution.

(rr) Rights of Other Persons. No Person has any right of first refusal or option to purchase or any other right of participation in any of the material properties or assets owned by the Company or any of its Subsidiaries, or any part thereof.

(ss) No Voting Control. Except as disclosed in Section 1.1(ss)  of the Company Disclosure Letter, the Company is not a party to any agreement, nor does it have knowledge of any agreement, which in any manner affects the voting control of any securities of the Company.

(tt) Restrictions on Business Activities. There is no arbitral award, judgment, injunction, constitutional ruling, order or decree binding upon the Company or any of its Subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting, or impairing any business practice of any of them, any acquisition or disposition of property by any of them, or the conduct of the business by any of them as currently conducted.

(uu) Brokers. Except for Hyperion Capital Inc. and Cormark Securities Inc. (the agreements for which have been provided to the Purchaser in the Company Data Room), and as set forth in Section 1.1(uu) of the Company Disclosure Letter, there is no investment banker, broker, finder or other financial intermediary that has been retained by or is authorized to act on behalf of any of the Company or its Subsidiaries who is entitled to any fee or commission from any of the Company or its Subsidiaries in connection with the transactions contemplated hereby or will have any ongoing commitment from the

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Company or its Subsidiaries after the Effective Time. The Company has retained Hyperion Capital Inc. and Cormark Securities Inc. to provide the Fairness Opinions.

(vv) Insurance. The Company and its Subsidiaries have such policies of insurance as are listed in Section 1.1(vv) of the Company Disclosure Letter. All insurance maintained by the Company or any of its Subsidiaries is in full force and effect and in good standing and neither the Company nor any of its Subsidiaries is in default, whether as to payment of premium or otherwise, under the terms of any such insurance nor has the Company or any of its Subsidiaries failed to give any notice or present any material claim under any such insurance in a due and timely fashion or received notice or otherwise gained knowledge of any intent of an insurer to either claim any default on the part of the Company or any of its Subsidiaries or not to renew any policy of insurance on its expiry or to increase any deductible or cost.

(ww) Corrupt Practices Legislation.Neither the Company nor its Subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents acting on behalf of the Company or any of its Subsidiaries or affiliates, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any Subsidiary, including Canada’s Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other Person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company or any Subsidiary or affiliate in obtaining or retaining business for or with, or directing business to, any Person; or (Y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor its Subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or its Subsidiaries or affiliates, or their respective officers, directors, employees, consultants, representatives or agents violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to noncompliance with any such laws, or received any notice, request, or citation from any Person alleging non-compliance with any such laws.

(xx) Anti-Money Laundering. The operations of the Company and each of its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Entity (other than Federal Cannabis Laws) (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or Governmental Entity or any arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

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(yy) Directors and Officers. None of the directors or officers of the Company or any Subsidiary are now, or have ever been, (i) subject to an order or ruling of any Securities Authority or stock exchange prohibiting such individual from acting as a director or officer of a company, or (ii) subject to an order preventing, ceasing or suspending trading in any securities of the Company or other company.

(zz) No Shareholder Rights Plan. There is no shareholder rights plan, “poison pill”, anti-takeover plan or similar device in effect to which the Company or any of its Subsidiaries is subject, party or otherwise bound

(aaa) COVID-19 and COVID-19 Measures.

(i) All applications by the Company or any of its Subsidiaries for Pandemic-Relief Debt complied in all material respects with the requirements for such applications.

(ii) Since December 31, 2019, neither the Company nor any of its Subsidiaries has requested any relief, exclusion, deferral, forgiveness or other accommodation, financial or otherwise, from any supplier, licensor, lessor or other person with whom the Company or any of its Subsidiaries has a business relationship for any matter related to or resulting from COVID-19.

(iii) None of the Company or any of its Subsidiaries has failed to comply with any applicable COVID-19 Measures in any material respects.

(iv) Since December 31, 2019, the none of the Company or any of its Subsidiaries has changed the terms of employment (including, by effecting reductions in hours, salaries or wages, changes in exempt/non-exempt status, or conversion to furlough/layoff status) for any employee as a result of or in connection with COVID-19, and the employees of the Company or any of its Subsidiaries currently provide services of a substance and in a manner consistent with their services provided prior to the onset of COVID-19, and otherwise in the ordinary course of business.

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Schedule D
REPRESENTATIONS AND WARRANTIES of THE PURCHASER

1.2 Representations and Warranties

The Purchaser hereby represents and warrants to and in favour of the Company as follows, and acknowledges that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement:

(a) Board Approval. The Purchaser Board, after consultation with its financial and legal advisors, has determined that the Agreement is in the best interests of the Purchaser and they have approved execution and performance of this Agreement.

(b) Organization and Qualification. The Purchaser and each of its Subsidiaries is a corporation or an entity validly existing under all Laws of its jurisdiction of incorporation, continuance or creation and has all necessary corporate or other power, authority and capacity to own its property and assets as now owned and to carry on its business as it is now being conducted. The Purchaser and each of its Subsidiaries:

(i) has all Permits necessary to conduct its business substantially as now conducted as disclosed in the Purchaser Filings, except where the failure to hold or comply with such Permits would not, individually or in the aggregate, have a Material Adverse Effect; and

(ii) is duly registered or otherwise authorized and qualified to do business and each is in good standing in each jurisdiction in which the character of its properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification necessary, except where the failure to be so qualified will not individually or in the aggregate have a Material Adverse Effect.

(c) Authority Relative to this Agreement. The Purchaser has the requisite corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Purchaser and the performance by the Purchaser of its obligations under this Agreement have been duly authorized by the Purchaser Board and no other corporate proceedings on its part are necessary to authorize this Agreement. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other Laws relating to or affecting rights of creditors generally and subject to the qualification that equitable remedies, including specific performance, are discretionary.

(d) No Violation. The authorization, execution and delivery of this Agreement by the Purchaser, the completion of the transactions contemplated by this Agreement and the performance of the Purchaser’s obligations hereunder in accordance with the terms hereof will not:

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(i) violate, conflict with, or result (with or without notice or the passage of time) in a violation or breach of any provision of, or require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or cause any indebtedness to come due before its stated maturity, or cause any credit commitment to cease to be available, or cause any payment or other obligation to be imposed on the Purchaser or any of its Subsidiaries, under any of the terms, conditions or provisions of:

(A) their respective Constating Documents; or

(B) any material Permit or material Contract to which the Purchaser or any of its Subsidiaries is a party or to which any of them, or any of their respective properties or assets, may be subject or by which the Purchaser or any of its Subsidiaries is bound; or

(ii) result (with or without notice or the passage of time) in a violation or breach of or constitute a material default under any provisions of any material Laws applicable to the Purchaser or any of its Subsidiaries or any of their respective material properties or assets; or

(iii) cause the suspension or revocation of any material Permit currently in effect held by the Purchaser or any of its Subsidiaries; or

(iv) give rise to any rights of first refusal or trigger any change in control provisions under any material note, bond, mortgage, indenture, contract, license, franchise or material Permit to which the Purchaser is a party; or

(v) result in the imposition of any Liens upon any material assets of the Purchaser or its Subsidiaries.

(e) Capitalization.

(i) The authorized share capital of the Purchaser consists of an unlimited number of Purchaser Shares and an unlimited number of Purchaser Proportionate Voting Shares. As of the close of business on the Business Day prior to the date hereof, there are issued and outstanding 301,129,238.3038 Purchaser Shares and 245,658.5910 Purchaser Proportionate Voting Shares. As of the close of business on the Business Day prior to the date hereof, an aggregate of up to 56,659 Purchaser Shares are issuable upon the exercise of 566.59 Purchaser Options and an aggregate of up to 3,546,307 Purchaser Shares are issuable upon the vesting of 35,463.07 Purchaser RSUs, and except as disclosed in the Purchaser Filings, there are no options (other than the Purchaser Options), warrants, conversion privileges or other rights, shareholder rights plans, arrangements,agreements, understandings or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by the Purchaser of any securities of the Purchaser (including Purchaser Shares), or any securities or obligations convertible into, or exchangeable or exercisable for, or

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otherwise evidencing a right or obligation to acquire, any securities of the Purchaser (including Purchaser Shares) or of any Subsidiary of the Purchaser. Other than the Purchaser Shares, the Purchaser Proportionate Voting Shares, the Purchaser RSUs and the Purchaser Options, there are no securities of the Purchaser outstanding.

(ii) All outstanding Purchaser Shares have been duly authorized and validly issued, are fully paid and non-assessable, and all Purchaser Shares issuable upon the exercise or vesting of Purchaser Options and Purchaser RSUs in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable, and are not and will not be subject to, or issued in violation of, any pre-emptive rights. All securities of the Purchaser (including the Purchaser Shares, the Purchaser Proportionate Voting Shares, the Purchaser Options and the Purchaser RSUs) have been issued in compliance with all Laws. Other than the Purchaser Shares, the Purchaser Proportionate Voting Shares, the Purchaser Options and the Purchaser RSUs, as applicable, there are no securities of the Purchaser or of any of its Subsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the shareholders of the Purchaser on any matter. There are no outstanding contractual or other obligations of the Purchaser or any Subsidiary to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any of its outstanding securities, other than the Purchaser Options, and the Purchaser RSUs. There are no outstanding bonds, debentures or other evidences of indebtedness of the Purchaser or any of its Subsidiaries having the right to vote with the holders of the outstanding Purchaser Shares on any matters.

(f) Securities Issuable in Connection with Arrangement. The Consideration Shares to be issued pursuant to the Arrangement, the Purchaser Shares issuable upon the exercise from time to time of the Company Options and the Company RSUs (or replacements thereof) in accordance with their respective terms and the Purchaser Shares issuable upon the exercise from time to time of the Replacement Warrants in accordance with their terms will, when issued and delivered, be duly and validly issued by the Purchaser on their respective dates of issue as fully paid and non-assessable shares and will not be issued in violation of the terms of any arrangement, agreement or other understanding binding upon the Purchaser at the time that such shares are issued and will be issued in compliance with the Constating Documents of the Purchaser and all Laws. As of the Effective Date, all of the Company Options, Company RSUs and Company Warrants (or replacements thereof) will entitle the holder thereof to acquire Purchaser Shares, which will not be issued in violation of the terms of any arrangement, agreement or other understanding binding upon the Purchaser at the time at which they are issued.

(g) Reporting Status and Securities Laws Matters. The Purchaser is a “reporting issuer” and not on the list of reporting issuers in default under Securities Laws in each of the provinces and territories of Canada. No delisting, suspension of trading in or cease trading order with respect to any securities of the Purchaser and, to the

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knowledge of the Purchaser, no inquiry or investigation (formal or informal) of any Securities Authority, is in effect or ongoing or, to the knowledge of the Purchaser, expected to be implemented or undertaken.

(h) Ownership of Subsidiaries. Section 1.2(h) of the Purchaser Disclosure Letter includes complete and accurate lists of all Subsidiaries owned, directly or indirectly, by the Purchaser as of the date of this Agreement, each of which is wholly-owned other than as disclosed in Section 1.2(h) of the Purchaser Disclosure Letter. Other than with respect to any rights derived from Permitted Liens, all of the issued and outstanding shares of capital stock and other ownership interests in the Subsidiaries of the Purchaser are duly authorized, validly issued, fully paid and non-assessable, and all such shares and other ownership interests held directly or indirectly by the Purchaser are legally and beneficially owned free and clear of all Liens, and there are no outstanding options, warrants, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any such shares of capital stock or other ownership interests in or material assets or properties of any of the Subsidiaries of the Purchaser. There are no contracts, commitments, arrangements, agreements, understandings or restrictions which require any Subsidiaries of the Purchaser to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into or exchangeable for, any shares of its share capital or other ownership interests. Except as disclosed in Section 1.2(h) of the Purchaser Disclosure Letter or the Purchaser Filings, there are no outstanding options, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) providing to any third-party the right to acquire any shares or other ownership interests in any Subsidiaries of the Purchaser.

(i) Public Filings. Since February 11, 2021, the Purchaser has filed all material documents required to be filed by it in accordance with Securities Laws. The Purchaser has filed all necessary documents and information required to be filed with the Securities Authorities and the CSE in all material respects. All such documents and information comprising the Purchaser Filings, as of their respective dates (and the dates of any amendments thereto):

(i) did not contain any Misrepresentation; and

(ii) complied in all material respects with the requirements of Securities Laws, and any amendments to the Purchaser Filings required to be made have been filed on a timely basis with the Securities Authorities or the CSE. The Purchaser has not filed any confidential material change report with any Securities Authority that at the date of this Agreement remains confidential.

(j) Forward-Looking Information. With respect to forward-looking information contained in the Purchaser Filings:

(i) the Purchaser had a reasonable basis for the forward-looking information; and

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(ii) all material forward-looking information is identified as such, and all such documents caution users of forward-looking information that actual results may vary from the forward-looking information and identifies material risk factors that could cause actual results to differ materially from the forward-looking information, and accurately states the material factors or assumptions used to develop forward-looking information.

(k) Financial Statements. The Purchaser’s audited financial statements as at and for the fiscal years ended December 31, 2020 and 2019 and unaudited financial statements as at and for the three and nine months ended September 30, 2021 and 2020 (including the notes thereto) (collectively, the “Purchaser Financial Statements”) were prepared in accordance with IFRS consistently applied (except as otherwise indicated in such financial statements and the notes thereto or in the related report of the Purchaser’s independent auditors, and except that the unaudited Purchaser Financial Statements may not contain footnotes and are subject to normal year-end adjustments, none of which individually or in the aggregate will be material in nature or amount) and fairly present in all material respects the consolidated financial position, results of operations and changes in financial position of the Purchaser and its Subsidiaries as of the dates thereof and for the periods indicated therein and reflect reserves required by IFRS in respect of all material contingent liabilities, if any, of the Purchaser and its Subsidiaries on a consolidated basis. There has been no material change in the Purchaser’s accounting policies, except as described in the notes to the Purchaser Financial Statements, since December 31, 2020.

(l) No Off-Balance Sheet Arrangements. There are no material off-balance sheet transactions, arrangements, agreements, understandings, obligations (including contingent obligations) or liabilities of the Purchaser or any of its Subsidiaries which are required to be disclosed and are not disclosed or reflected in the Purchaser Financial Statements.

(m) Internal Accounting Controls. The Purchaser and each Subsidiary maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.  

(n) Accounting Policies. There has been no change in accounting policies or practices of the Purchaser since December 31, 2019, other than as disclosed in the Purchaser Financial Statements or as disclosed in Section 1.2(n) of the Purchaser Disclosure Letter.

(o) Independent Auditors. The auditors of the Purchaser who reported on and certified the Purchaser Financial Statements are independent public accountants as required by Securities Laws, and there has not been any “reportable event” (within the meaning of National Instrument 51-102 Continuous Disclosure Obligations) with respect to the auditors since February 11, 2021.

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(p) Title to Purchaser Assets. The Purchaser and/or its Subsidiaries have good, valid and marketable title to and have all necessary rights in respect of all of the Purchaser Assets as owned, leased, licensed, loaned, operated or used by it or over which it has rights, free and clear of any Liens except Permitted Liens, and no other rights or Purchaser Assets are necessary for the conduct of the Purchaser Business as currently conducted or as proposed to be conducted, except where the failure to have such title or rights does not have and would not ‎reasonably be expected to have a Material Adverse Effect on the Purchaser. The Purchaser knows of no claim or basis for any claim that might or could have a Material Adverse Effect on the rights of the Purchaser or the Subsidiaries to use, transfer, lease, license, operate, sell or otherwise exploit such Purchaser Assets and the Purchaser does not have any obligation to pay any commission, license fee or similar payment to any person in respect thereof and there are no outstanding rights of first refusal or other preemptive rights of purchase which entitle any person to acquire any of the rights, title or interests in the material Purchaser Assets.

(q) Compliance with Laws, Regulatory Approvals and Authorizations. All operations of the Purchaser and its Subsidiaries in respect of or in connection with the Purchaser Business and the Purchaser Assets or otherwise have been and continue to be conducted in material compliance with all Laws, including all Applicable U.S. State Laws, but excluding Federal Cannabis Laws. The Purchaser and its Subsidiaries have obtained and are in material compliance with all Authorizations to permit them to conduct the Purchaser Business as currently conducted or proposed to be conducted. All of the Authorizations issued to date are valid and in full force and effect and none of the Purchaser nor any of its Subsidiaries has received any correspondence or notice from any Governmental Entity alleging or asserting material non-compliance with any Laws or Authorizations and the Purchaser does not know of any basis for any such allegation or assertion. None of the Purchaser nor any of its Subsidiaries has received any notice of proceedings or actions relating to the revocation, suspension, limitation or modification of any Authorizations or any notice advising of the refusal to grant any Authorization that has been applied for or is in process of being granted and has no knowledge or reason to believe that any such Governmental Entity is considering taking or would have reasonable ground to take any such action.

(r) Intellectual Property. The Purchaser and its Subsidiaries own or possess the right to use all material patents, trademarks, trademark registrations, service marks, service mark registrations, trade names, copyrights, licenses, inventions, trade secrets and rights necessary for the conduct of the Purchaser Business as it is currently conducted (all of which are set out in Section 1.2(r) of the Purchaser Disclosure Letter) and the Purchaser has no knowledge of any claim to the contrary or any challenge by any other person to the rights of the Purchaser or any its Subsidiaries with respect to the foregoing. No claim has been made against the Purchaser or any of its Subsidiaries alleging the infringement by the Purchaser or any of its Subsidiaries of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchise right of any person, and the Purchaser has no knowledge of any other Person interfering with any Purchaser or its Subsidiaries patent, trademark, service mark,

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trade name, copyright, trade secret, license in or other intellectual property right or franchise right.

(s) Real Property. All real and immoveable property, buildings and facilities owned by the Purchaser or its ‎Subsidiaries or for which the Purchaser or any of its Subsidiaries has a purchase option, right of ‎first refusal, purchase obligation or any other purchase right or obligation‎(all of which is described in Section 1.2(s) of the Purchaser Disclosure Letter) (the “Purchaser Owned Real Property”):

(i) has adequate access to and use of all necessary utilities including local power grids, potable water and waste water treatment;

(ii) is owned and operated in material compliance with Laws including all reporting and monitoring requirements thereunder, and there are no pending or, to the Purchaser’s knowledge, any threatened, administrative, regulatory or judicial actions, suits, demands, claims, liens, notices of non-compliance or violation, investigation or proceedings relating to any Laws for such land. To the Purchaser’s knowledge, there are no events or circumstances that might reasonably be expected to form the basis of an order for clean up or remediation under Law or relating to any Hazardous Substances and there are no Authorizations required for the Purchaser Owned Real Property;

(iii) is the only real property currently owned or ever owned by the Purchaser or any of its Subsidiaries;

(iv) is in material compliance with all zoning requirements of any applicable Governmental Entity, and

(v) the Purchaser or its Subsidiaries has a good and marketable beneficial interest in, the Purchaser Owned Real Property, free and clear of all encumbrances, except for Permitted Liens.

(t) Books and Records. The financial books, records and accounts of the Purchaser and its Subsidiaries, in all material respects:

(i) have been maintained in accordance with the accounting principles generally accepted in the country of domicile of each such entity, on a basis consistent with prior years;

(ii) in each case are stated in reasonable detail and accurately and fairly reflect the material transactions and dispositions of the assets of the Purchaser and its Subsidiaries; and

(iii) accurately and fairly reflect the basis for the Purchaser Financial Statements.

(u) Minute Books. The minute book of the Purchaser, which has been provided to the Company, is true and correct in all material respects, and contains the minutes of all meetings of the board of directors, committees of the board and shareholders

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and all resolutions passed by the board of directors, committees of the board and the shareholders, since February 11, 2021.

(v) No Undisclosed Liabilities. Except as permitted or expressly contemplated by this Agreement, the Purchaser and its Subsidiaries have no outstanding indebtedness or liabilities and none is a party to or bound by any surety-ship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, other than those specifically identified in the Purchaser Financial Statements or incurred in the Ordinary Course since September 30, 2021.

(w) No Material Change. Except as disclosed in the Purchaser Filings, since October 1, 2021, there has been no material change in respect of the Purchaser and its Subsidiaries taken as a whole, and the debt, business and material property of the Purchaser and its Subsidiaries conform in all respects to the description thereof contained in the Purchaser Filings, and there has been no dividend or distribution of any kind declared, paid or made by the Purchaser on any Purchaser Shares.

(x) Litigation. There are no material claims, actions, suits, grievances, complaints or proceedings pending or, to the knowledge of the Purchaser, threatened affecting the Purchaser or any of its Subsidiaries or affecting any of their respective property or assets at law or in equity before or by any non-governmental organization, community, community group, or any Governmental Entity, including matters arising under Environmental Laws. Neither the Purchaser nor any of its Subsidiaries nor their respective assets or properties is subject to any outstanding material judgment, order, writ, injunction or decree.

(y) Taxes.

(i) The Purchaser and each of its Subsidiaries has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Entities. The Purchaser and each of its Subsidiaries has reported all income and other amounts and information required by Law to be reported on such Tax Returns, and all such Tax Returns are complete and correct in all material respects.

(ii) Other than as disclosed in Section 1.2(y)(ii) of the Purchaser Disclosure Letter, the Purchaser and each of its Subsidiaries has duly and timely paid all Taxes, ‎including instalments on account of Taxes for the current year, that are due ‎and payable by it whether or not assessed by a Governmental Entity, other ‎than those which are being or have been contested in good faith and in ‎respect of which reserves have been provided in the most recently ‎published Purchaser Financial Statements. No deficiency with respect to ‎the payment of any Taxes or Tax instalments has been asserted against ‎the Purchaser or any of its Subsidiaries by any Governmental Entity.‎

(iii) The Purchaser and each of its Subsidiaries has provided adequate accruals in ‎accordance with IFRS in its books and records and in the most ‎recently published Purchaser Financial Statements for any Taxes of the ‎Purchaser and each of its Subsidiaries for the period covered by such

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‎Purchaser Financial Statements that have not been paid whether or not ‎shown as being due on any Tax Return or Tax Returns. Since the ‎publication date of the most recently published Purchaser Financial ‎Statements, no liability in respect of Taxes not reflected in such statements ‎or otherwise provided for has been assessed, proposed to be assessed, ‎incurred or accrued, other than in the Ordinary Course.

(iv) The Purchaser and each of its Subsidiaries has duly and timely withheld from any ‎amount paid or credited by it to or for the account or benefit of any Person, ‎including any Purchaser Employees and any non-resident Person, the ‎amount of all Taxes and other deductions required by any Laws to be ‎withheld from any such amount and has duly and timely remitted the same ‎to the appropriate Governmental Entity.‎

(v) The Purchaser and each of its Subsidiaries has duly and timely collected all Taxes ‎required to be collected by it and has duly and timely paid and remitted the ‎same to the appropriate Governmental Entity.‎

(vi) There are no proceedings, investigations, audits, claims, proposed adjustments or ‎matters in controversy now pending against the Purchaser or any of its ‎Subsidiaries in respect of any Taxes and no Governmental Entity has ‎asserted, or, to the knowledge of the Purchaser or any of its Subsidiaries, ‎threatened to assert against the Purchaser or any of its Subsidiaries any ‎claim for Taxes.‎

(vii) No claim has been made by any Governmental Entity in a jurisdiction where the ‎Purchaser or any of its Subsidiaries does not file Tax Returns that the ‎Purchaser or any of its Subsidiaries is or may be subject to Tax by that ‎jurisdiction.‎

(viii) There are no Liens for unpaid Taxes (other than in respect of Taxes not yet due ‎and payable and for which adequate accruals or reserves have been ‎established in accordance with IFRS) upon any of the assets of the ‎Purchaser or any of its Subsidiaries.‎

(ix) There are no outstanding agreements extending or waiving the statutory period of ‎limitations applicable to any claim for, or the period for the collection or ‎assessment or reassessment of, Taxes due from the Purchaser or any of ‎its Subsidiaries for any taxable period and no request for any such waiver ‎or extension is currently pending.‎

(x) There are no circumstances existing which could result in the application of ‎section 17 or sections 78 to 80.04 of the Tax Act, or any equivalent ‎provincial Law, to the Purchaser or any of its Subsidiaries.‎

(xi) Neither the Purchaser nor any of its Subsidiaries will be required to include any ‎item of income in, or exclude any item of deduction from, taxable income ‎for any taxable period (or portion thereof) ending after the Effective Date as ‎a result of any (i) change in method of accounting (or improper use of an ‎accounting method) for a taxable period ending on or prior to the Effective ‎Date; (ii) “closing agreement” as described in section 7121 of the

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U.S. Tax ‎Code (or any corresponding provision of state, local or non-U.S. Tax law) ‎entered into on or prior to the Effective Date, (iii) instalment sale or open ‎transaction disposition made on or prior to the Effective Date or (iv) prepaid ‎amount received on or prior to the Effective Date.‎

(xii) For all transactions between (x) the Purchaser or any of its Subsidiaries that is ‎resident in Canada for the purposes of the Tax Act and (y) any Person not ‎resident in Canada for purposes of the Tax Act with whom the Purchaser ‎or any such of its Subsidiaries was not dealing at arm’s length, the ‎Purchaser or such Subsidiary has made or obtained records or documents ‎that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act.  ‎Neither the Purchaser nor any of its Subsidiaries has been a party to any ‎transaction or other arrangement to which subsection 247(2) or (3) of the ‎Tax Act may reasonably be expected to apply. ‎

(xiii) Neither the Purchaser nor any of its Subsidiaries has requested, received or ‎entered into any advance Tax rulings, advance pricing agreements or ‎similar rulings or agreements or rulings with any Governmental Entity.‎

(xiv) The Purchaser is a “taxable Canadian corporation” for the purposes of the Tax ‎Act. The Purchaser is treated as a U.S. domestic corporation for U.S. federal income ‎tax purposes and is treated as a “surrogate foreign corporation” pursuant to ‎Section 7874 of the U.S. Tax Code.‎

(xv) For the purposes of the Tax Act the Purchaser is resident in Canada.‎

(xvi) Each Subsidiary of the Purchaser is resident in the jurisdiction in which it is formed, amalgamated ‎and/or continued into and is not resident in any other country.

(z) Permits. The Purchaser and each of its Subsidiaries has obtained and is in compliance in all material respects with all material Permits required by Laws that are necessary to conduct its current business as it is now being conducted (which, for greater certainty, includes all of the Permits which are described in Section 1.2(z) of the Purchaser Disclosure Letter).

(aa) Environmental Matters. Each of the Purchaser and its Subsidiaries and, to the knowledge of the Purchaser, their respective businesses, operations, and properties:

(i) is in material compliance with all Environmental Laws and all terms and conditions of all Environmental Permits;

(ii) has not, within the past two years, received any order, request or notice from any Person alleging a material violation of any Environmental Law;

(iii) is not a party to any litigation or administrative proceeding, nor to the knowledge of the Purchaser is any litigation or administrative proceeding threatened in writing against it or its property or assets, which in either case asserts or alleges that it materially violated any Environmental Laws, is required to clean up, remove or take remedial or other response action due

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to the Release of any Hazardous Substances, or is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of the Release  of any Hazardous Substances;

(iv) has no knowledge of any conditions existing currently which could reasonably be expected to subject it to damages, penalties, injunctive relief or cleanup costs under any Environmental Laws or which require or are likely to require cleanup, removal, remedial action or other response by it pursuant to applicable Environmental Laws; and

(v) is not subject to any written judgment, decree, order or citation related to or arising out of applicable Environmental Law and has not been named or listed as a potentially responsible party by any Governmental Entity in a matter arising under any Environmental Laws.

(bb) Regulatory.

(i) The Purchaser and its Subsidiaries have operated and are currently operating in material compliance with all Laws, including all applicable rules, regulations, guidelines and policies of any Laws, but excluding Federal Cannabis Laws;

(ii) The Purchaser and its Subsidiaries have operated and are currently operating their respective businesses in compliance with all Regulatory Approvals in all material respects and have made all requisite material declarations and filings with the Governmental Entities. The Purchaser and its Subsidiaries have not received any written notices or other correspondence from the Governmental Entities regarding any circumstances that have existed or currently exist which would lead to a loss, suspension, or modification of, or a refusal to issue, any material Regulatory Approval relating to its activities which would reasonably be expected to restrict, curtail, limit or adversely affect the ability of the Purchaser or its Subsidiaries to operate their respective businesses; and

(iii) To the Purchaser's Knowledge, the Purchaser's products are currently manufactured, ‎tested, packaged and labeled at facilities which are in material compliance with ‎applicable Laws (other than Federal Cannabis Laws) and ‎such other regulatory requirements applicable to the Purchaser's products.

(cc) No Broker. Except for Alliance Global Partners and Haywood Securities Inc., there is no investment banker, broker, finder or other financial intermediary that has been retained by or is authorized to act on behalf of any of the Purchaser or its Subsidiaries who is entitled to any fee or commission from any of the Purchaser or its Subsidiaries in connection with the transactions contemplated hereby or will have any ongoing commitment from the Purchaser or its Subsidiaries after the Effective Time.

(dd) Previous Acquisitions. All previous acquisitions completed by the Purchaser or any of its Subsidiaries of any securities, business or assets of any other entity,

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have been fully and properly disclosed in documents filed on SEDAR by or on behalf of the Purchaser with the Securities Authorities as required by Securities Laws.  Such acquisitions were completed in material compliance with all applicable corporate and Securities Laws and all necessary corporate and regulatory approvals, consents, authorizations, registrations, and filings required in connection therewith were obtained or made, as applicable, and complied with in all material respects.

(ee) Absence of Cease Trade Orders. No order ceasing or suspending trading in the Purchaser Shares (or any of them) or any other securities of the Purchaser is outstanding and no proceedings for this purpose have been instituted or, to the knowledge of the Purchaser, are pending, contemplated or threatened.

(ff) Related Party Transactions. Except as disclosed in the Purchaser Filings or as expressly contemplated by this Agreement, there are no Contracts or other transactions currently in place between the Purchaser or any of its Subsidiaries and (i) any officer or director of the Purchaser or any of its Subsidiaries; (ii) any holder of record or beneficial owner of 10% or more of the Purchaser Shares; and (iii) any affiliate or associate of any such officer, director, holder of record or beneficial owner.

(gg) No Voting Control. The Purchaser is not a party to any agreement, nor does it have knowledge of any agreement, which in any manner affects the voting control of any securities of the Purchaser.

(hh) Restrictions on Business Activities. There is no arbitral award, judgment, injunction, constitutional ruling, order or decree binding upon the Purchaser or any of its Subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting, or impairing any business practice of any of them, any acquisition or disposition of property by any of them, or the conduct of the business by any of them as currently conducted.

(ii) Corrupt Practices Legislation.Neither the Purchaser nor its Subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents acting on behalf of the Purchaser or any of its Subsidiaries or affiliates, has (i) violated any anti-bribery or anti-corruption laws applicable to the Purchaser or any Subsidiary, including Canada’s Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other Person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Purchaser or any Subsidiary or affiliate in obtaining or retaining business for or with, or directing business to, any Person; or (Y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any

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improper advantage. Neither the Purchaser nor its Subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Purchaser or its Subsidiaries or affiliates, or their respective officers, directors, employees, consultants, representatives or agents violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to noncompliance with any such laws, or received any notice, request, or citation from any Person alleging non-compliance with any such laws.

(jj) Anti-Money Laundering. The operations of the Purchaser and each of its Subsidiaries are and have been conducted at all times in compliance with applicable Money Laundering Laws (other than Federal Cannabis Laws) and no action, suit or proceeding by or before any court or Governmental Entity or any arbitrator involving the Purchaser or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Purchaser, threatened.

(kk) Directors and Officers. None of the directors or officers of the Purchaser or any Subsidiary are now, or have ever been, (i) subject to an order or ruling of any Securities Authority or stock exchange prohibiting such individual from acting as a director or officer of a company, or (ii) subject to an order preventing, ceasing or suspending trading in any securities of the Purchaser.

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EX-4.1

Exhibit 4.1

VOTING SUPPORT AGREEMENT

THIS VOTING SUPPORT AGREEMENT ("Agreement") is dated as of January 31, 2022, by and between Verano Holdings Corp., a corporation existing under the laws of the Province of British Columbia (the "Purchaser"), and the undersigned beneficial owner of the securities listed on Schedule A attached hereto (the "Shareholder").

WHEREAS, the Shareholder is a director and/or officer of Goodness Growth Holdings, Inc., a corporation existing under the laws of the Province of British Columbia (the “Company”), and the beneficial owner of certain issued and outstanding shares in the capital of the Company (collectively, the “Company Shares”), as described more particularly on Schedule A hereto (together with any additional Company Shares acquired after the date hereof, the "Subject Shares");

WHEREAS, the Purchaser is, concurrently herewith, entering into an arrangement agreement (the "Arrangement Agreement") with the Company pursuant to which, among other things, the Purchaser will acquire all of the issued and outstanding shares of the Company in the manner provided for by a plan of arrangement under the provisions of the Business Corporations Act (British Columbia) (the "BCBCA"); and

WHEREAS, as a condition to its willingness to enter into the Arrangement Agreement and in order to induce the Purchaser to enter into the Arrangement Agreement, the Shareholder is willing to execute and deliver this Agreement and to make certain representations, warranties, covenants and agreements with respect to the Subject Shares.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1
INTERPRETATION

1.1 All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Arrangement Agreement. All references herein to the Arrangement Agreement or any portion thereof refer to the Arrangement Agreement as amended, modified, restated or waived. The word "it" in reference to the Shareholder is used as a generic identifier and shall be deemed to mean "he" or "she" or words of similar import, as applicable.

1.2 As used in this Agreement:

"Adverse Proposal" means: (a) any Acquisition Proposal, (b) any change in a majority of the board of directors of the Company (other than as contemplated in the Arrangement Agreement), (c) any amendment to the Company’s organizational documents (other than as contemplated in the Arrangement Agreement), (d) any material change in the capitalization of the Company or the Company’s corporate structure or in any material terms of any security of the Company, or otherwise obligating the Company to grant any security (other than as contemplated in the Arrangement Agreement), or (e) any other matter that would reasonably be expected to impede, interfere with, delay, postpone, discourage or adversely affect the Plan of Arrangement or any of the other transactions contemplated by the Arrangement Agreement or this Agreement, but for greater certainty, a Superior Proposal shall not be an Adverse Proposal.

"Affiliate" has the meanings set forth in Rule 12b-2 promulgated under the Exchange Act or the BCBCA and shall include all persons or entities that at any time during the term of this Agreement become Affiliates of any Person referred to in this Agreement.

"Associate" has the meanings set forth in Rule 12b-2 promulgated under the Exchange Act or the BCBCA and shall include all persons or entities that at any time during the term of this Agreement become Associates of any Person referred to in this Agreement.

"Encumbrances" means any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on the Shareholder's voting rights, charges and other encumbrances of any nature (other than any encumbrances created by this Agreement or arising under applicable federal and state securities laws).

"Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.

ARTICLE 2
COVENANTS OF THE SHAREHOLDER

2.1 The Shareholder hereby covenants and irrevocably agrees that the Shareholder shall, from the date hereof until the earlier of (i) the Effective Time, and (ii) the termination of this Agreement pursuant to Article 6 (such earlier time, the "Expiration Time"):

(a) direct all Affiliates and Associates of the Shareholder to take the actions under this Agreement;

(b) not directly or indirectly option for sale, offer, sell, gift, assign, transfer, exchange, assign, dispose of, pledge, tender, encumber, grant a security interest in, hypothecate or otherwise convey any of the Subject Shares, or any right or interest therein (legal or equitable) ("Transfer"), to any Person or agree to do any of the foregoing;

(c) except to the extent contemplated by this Agreement, not directly or indirectly grant any proxy, power of attorney or other right to vote the Subject Shares, or enter into any voting agreement, voting trust, vote pooling or other agreement or commitment with respect to the right to vote, call meetings of the Company Shareholders or give consents or approval of any kind with respect to any of the Subject Shares or agree to do any of the foregoing;

(d) not directly or indirectly vote or cause to be voted any of the Subject Shares in respect of any proposed action by the Company in a manner which might reasonably be expected to prevent or materially delay the successful completion of the Arrangement or the other transactions contemplated by the Arrangement Agreement;

(e) not directly or indirectly take any action which might be reasonably expected to impede, prevent or materially delay the approval of the Arrangement Resolution by the Company Shareholders;

(f) not bring, or threaten to bring, any suit or proceeding for the purpose of, or which has the effect of, directly or indirectly, stopping, preventing, impeding, delaying or varying the Plan of Arrangement or the other transactions contemplated by the Arrangement Agreement or any aspect thereof, including not exercising any securityholder rights or remedies available at common law or pursuant to applicable securities laws;

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(g) not directly or indirectly take any action that would make any representation or warranty contained herein untrue or incorrect or that would have the effect of impairing the ability of the Shareholder to perform his, her or its obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby;

(h) not exercise any Dissent Rights;

(i) subject to Section 2.3 hereto, if the Arrangement Agreement is amended or terminated such that the transactions (or any of them) contemplated by the Arrangement Agreement are to be accomplished by means of an alternative transaction structure other than as currently contemplated in the Arrangement Agreement whereby the Purchaser would offer to acquire all of the Company Shares, that complies with the following terms and conditions: (i) the amended transaction would provide the Shareholder with consideration equivalent to or greater than, on an after-tax basis, the transactions set out in the Arrangement Agreement, and (ii) the consummation of the amended transaction would not take materially longer than the consummation of the transactions set out in the Arrangement Agreement (any such transaction is referred to as an "Alternative Transaction"), support the completion of the Alternative Transaction in the same manner as this Agreement provides with respect to the Arrangement, including, in the case of a take-over bid, by causing all of the Subject Shares to be validly tendered in acceptance of such take-over bid together with the letter of transmittal and, if applicable, notice of guaranteed delivery, and any other documents required in accordance with such take-over bid, and not withdraw the Subject Shares from such take-over bid except with the consent of the Purchaser; and

(j) not do indirectly that which the Shareholder may not do directly by the terms of this Section 2.

2.2 For greater certainty, any Company Subordinate Voting Shares, Company Multiple Voting Shares or Company Super Voting Shares or other securities of the Company that the Shareholder purchases or with respect to which the Shareholder otherwise acquires beneficial ownership (as defined in the BCBCA or in Rule 13d-3 under the Exchange Act) after the date of this Agreement and prior to the Expiration Time, including by reason of any vesting of restricted stock, stock split, stock dividend, reclassification, recapitalization or other similar transaction or pursuant to the exercise of options, convertible securities or warrants to purchase such shares, the conversions of any Company Shares into other classes of Company Shares or the conversion of any debt for such shares shall be subject to the terms and conditions of this Agreement to the same extent as if they comprised a portion of the Subject Shares and shall be deemed to be included in the Subject Shares for the purposes hereof.

2.3 The Purchaser acknowledges and agrees that: (a) the Shareholder is bound hereunder solely in its capacity as a securityholder of the Company and that the provisions hereof shall not be deemed or interpreted to bind the Shareholder in its capacity as a director or officer of the Company (if the Shareholder holds such office); and (b) nothing in this Agreement will prevent the Shareholder from acting in accordance with the exercise of his or her fiduciary duties or duty to act in the best interests of the Company as a director or officer of the Company or the Company’s Subsidiaries, after considering the advice of external legal counsel.

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ARTICLE 3
AGREEMENT TO VOTE IN FAVOUR OF THE ARRANGEMENT RESOLUTIONS

3.1 The Shareholder hereby covenants and irrevocably agrees, from the date hereof until the Expiration Time, except as permitted by this Agreement:

(a) to vote the Subject Shares, and, in the case of Subject Shares held by an Affiliate or Associate of the Shareholder, to cause any holder of record of Subject Shares to vote or to execute a written consent or consents with respect to the Subject Shares at the Company Meeting (or any adjournment or postponement thereof or at every other meeting of the Company Shareholders with respect to the Arrangement Resolution): (i) in favour of the Arrangement Resolution and any other matter necessary for the consummation of the Arrangement; (ii) against any Adverse Proposal; and (iii) against any action, proposal, transaction, agreement, or other matter that would reasonably be expected to impede, interfere with, delay, discourage, postpone or adversely affect the Plan of Arrangement or any of the transactions contemplated by the Plan of Arrangement;

(b) if the Shareholder is the holder of record of any of the Subject Shares, no later than five Business Days prior to the date of the Company Meeting, the Shareholder shall deliver or cause to be delivered to the Purchaser, a copy of the duly executed proxy or proxies in respect of the Subject Shares directing the holder of such proxy or proxies to vote in favour of the Arrangement Resolution and/or any matter that could be expected to facilitate the Arrangement;

(c) if the Shareholder is the beneficial owner of any of the Subject Shares, no later than five Business Days prior to the date of the Company Meeting, the Shareholder shall deliver or cause to be delivered to the Purchaser, a copy of the duly executed voting instruction form(s) delivered to the intermediary through which the Shareholder holds its beneficial interest in the Subject Shares instructing that the Subject Shares be voted at the Company Meeting in favour of the Arrangement Resolution and/or any matter that could be expected to facilitate the Arrangement;

(d) to name those individuals in such proxy or proxies, or voting instruction form(s), as are designated by the Company in the proxy statement accompanying the Company Circular; and

(e) not to tender for any bid or tender offer for the Company Shares or take any action (including the voting (or granting of a proxy to vote) of the Subject Shares) that may lead to or otherwise result in an Adverse Proposal.

ARTICLE 4
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SHAREHOLDER

4.1 The Shareholder represents, warrants and, where applicable, covenants to the Purchaser as follows, and acknowledges that the Purchaser is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:

(a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Schedule A, and (B) will own

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beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances, and (ii) except pursuant hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party or subject relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Schedule A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares;

(b) the Shareholder has the full power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder's obligations hereunder and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement;

(c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by the Purchaser against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction;

(d) none of the execution and delivery by the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of or constitute a default under any provision of: (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunder;

(e) the Subject Shares are, and will be at all times up until the Effective Time, free and clear of any Encumbrances that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of the Purchaser or the Shareholder under this Agreement or the Arrangement Agreement;

(f) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or its Affiliates or Associates that would reasonably be expected, either individually or in the aggregate, to  impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder; and

(g) no consent of the Shareholder’s spouse is necessary under any applicable Law in order for the Shareholder to enter into and perform its obligations hereunder.

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ARTICLE 5
REPRESENTATIONS, WARRANTIES OF THE PURCHASER

5.1 The Purchaser represents and warrants to the Shareholder as follows and acknowledges that theShareholder is relying upon these representations and warranties in connection with the enteringinto of this Agreement:

(a) the Purchaser has been duly formed and is validly existing under the laws of the Province of British Columbia and has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder;

(b) the execution and delivery of this Agreement and the completion by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action of the Purchaser and no other corporate proceedings on the part of the Purchaser are necessary to authorize the execution and delivery by it of this Agreement or the completion by the Purchaser of the transactions contemplated hereby; and

(c) this Agreement has been duly executed and delivered by the Purchaser and constitutesthe legal, valid and binding obligation of the Purchaser enforceable against it inaccordance with its terms subject only to any limitation under bankruptcy, insolvency orother laws affecting the enforcement of creditors' rights generally and the discretion that  court may exercise in the granting of equitable remedies such as specific performanceand injunction.

ARTICLE 6
TERMINATION

6.1 This Agreement shall terminate automatically, without any required notice, upon the earliest to occur of: (i) the Effective Time, (ii) the date upon which the Shareholder and the Purchaser mutually agree to terminate this Agreement; and (iii) the date on which the Arrangement Agreement is validly terminated in accordance with its terms.

ARTICLE 7
DISCLOSURE

7.1 The Shareholder: (i) consents to the details of this Agreement being set out in the Company Circular and accompanying proxy statement and this Agreement being made publicly available, including by filing on SEDAR and EDGAR, as may be required pursuant to applicable securities laws or any Governmental Entity in connection with the Arrangement, (ii) consents to and authorizes the publication and disclosure by the Purchaser and the Company of its identity and holding of Subject Shares, the nature of its commitments and obligations under this Agreement and any other information, in each case that the Purchaser or the Company reasonably determines is required to be disclosed by applicable Law in any press release, or any other disclosure document in connection with the Arrangement and any transactions contemplated by the Arrangement Agreement, (iii) agrees promptly to give to the Purchaser and the Company any information either may reasonably require for the preparation of any such disclosure documents, including the Company Circular and accompanying proxy statement, and (iv) agrees to promptly notify the Purchaser and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. Except as contemplated by the immediately preceding sentence and as otherwise required by applicable

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Laws or by any Governmental Entity or in accordance with the requirements of any stock exchange, no party shall make any public announcement or statement with respect to this Agreement without the approval of the other, which shall not be unreasonably withheld, conditioned or delayed.

ARTICLE 8
GENERAL

8.1 This Agreement shall become effective upon execution and delivery hereof by the Shareholder and the Purchaser.

8.2 The Shareholder and the Purchaser shall, from time to time, promptly execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require to effectively carry out the intent of this Agreement.

8.3 This Agreement shall not be assignable by any party without the prior written consent of the other parties. This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns.

8.4 Time shall be of the essence of this Agreement.

8.5 Any notice or other communication required or permitted to be given hereunder shall be sufficiently given if in writing, delivered or sent by telecopier or facsimile transmission or e-mail or similar means of recorded electronic communication:

(a) if to the Purchaser:

Verano Holdings Corp.

415 North Dearborn Street, 4th Floor

Chicago, Illinois 60654

Attention: George Archos, Chairman and Chief Executive Officer

Email:[REDACTED]

with a copy (which shall not constitute notice) to:

Dentons Canada LLP

77 King Street West, Suite 400

Toronto-Dominion Centre

Toronto, Ontario M5K 0A1

Attention: Ora Wexler / Eric FosterEmail:[REDACTED]

(b) if to the Company:

Goodness Growth Holdings, Inc.

207 South 9th Street

Minneapolis, Minnesota 55402

Attention: Kyle E. Kingsley, Chief Executive Officer and Chairman

Email:[REDACTED]

with a copy (which shall not constitute notice) to:

DLA Piper (Canada) LLP

100 King Street West, Suite 6000

Toronto, Ontario M5X 1E2

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Attention: Russel Drew

Email:[REDACTED]

and to:

DLA Piper LLP (US)‎
1251 Avenue of the Americas‎
New York, NY 10020‎
Attention:‎ Christopher Giordano ‎
E-mail:‎[REDACTED]

(c) In the case of the Shareholder:

To the address set forth on Schedule A attached hereto,

or to such other street address, individual or electronic communication number or address as may be designated by notice given by any party to the others. Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by facsimile or electronic communication, on the day of transmittal thereof if given during the normal business hours of the recipient and on the following Business Day if not given during such hours on any day.

8.6 This Agreement will be governed by, construed and interpreted and enforced in accordance with the laws of British Columbia and the federal laws of Canada applicable therein, without regard to the conflict of laws, rules or principles thereof (or any other jurisdiction to the extent such laws, rules or principles would direct a matter to another jurisdiction). Each of the Parties hereby irrevocably attorns and submits to the exclusive jurisdiction of the British Columbia courts situated in Vancouver, British Columbia in respect of all matters arising under and in relation to this Agreement, and irrevocably waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

8.7 Each of the parties hereto agrees with the other that: (i) monetary damages may not be a sufficient remedy for any breach of this Agreement by any of the parties, (ii) in addition to any other remedies at law or in equity that a party may have, such party shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement, and (iii) any party that is a defendant or respondent shall waive any requirement for the securing or posting of any bond in connection with such remedy. Each of the parties hereby consents to any preliminary applications for such relief to any court of competent jurisdiction.

8.8 If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not irremediably affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled according to their original tenor to the extent possible.

8.9 This Agreement constitutes the entire agreement between the parties and supersedes all other prior agreements, understandings and undertakings, both written and oral, among the parties with respect to the subject matter hereof.

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8.10 The Shareholder confirms that it has had the opportunity to obtain independent legal advice regarding its rights, duties and obligations hereunder and the Shareholder has sought, or has willingly waived the right to seek independent legal advice regarding its respective rights, duties and obligations hereunder.

8.11 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce more than one counterpart.

[Signatures to follow]

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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

VERANO HOLDINGS CORP.‎
By:	(Signed) “Darren Weiss”
	Name: Darren Weiss
	Title: Chief Operating Officer and General Counsel

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WITNESS [Shareholder]

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SCHEDULE A
SHAREHOLDER AND SECURITIES INFORMATION

[REDACTED]

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EX-4.2

Exhibit 4.2

LOCK-UP AGREEMENT

This Lock-Up Agreement (the "Lock-UpAgreement"), is made as of January 31, 2022.

BETWEEN:
	VERANO HOLDINGS CORP., a corporation existing under the laws of the Province of British Columbia (hereinafter referred to as the "Purchaser")
	- and -
	Dr. Kyle Kingsley, an individual residing in the State of Minnesota (hereinafter referred to as the "Shareholder")

1. Reference is made to the arrangement agreement (the "Arrangement Agreement") to be entered into, concurrently with this Lock-Up Agreement, between the Purchaser and Goodness Growth Holdings, Inc. (the "Company") contemplating a plan of arrangement under the provisions of the Business Corporations Act (British Columbia), the result of which will be the acquisition by the Purchaser of all of the issued and outstanding shares of the Company.

2. All capitalized terms not otherwise defined herein have the meaning given to them in the Arrangement Agreement, as such agreement may be amended from time to time.

3. In consideration for the Company Shares acquired by the Purchaser pursuant to the Plan of Arrangement, the Company Shareholders will receive class A subordinate voting shares in the capital of the Purchaser ("Purchaser Shares") (the Purchaser Shares and all securities convertible or exercisable into Purchaser Shares to be issued to the Shareholder pursuant to the Arrangement Agreement and Plan of Arrangement together with all Purchaser Shares to be issued upon the conversion or exchange of any such securities being herein referred to as the "Covered Securities").

4. As a condition to its willingness to enter into the Arrangement Agreement and in order to induce the Purchaser to enter into the Arrangement Agreement, the Shareholder has agreed to execute and deliver this Lock-Up Agreement and to make certain representations, warranties, covenants and agreements with respect to the Covered Securities.

5. In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Shareholder will not, without the prior written consent of the Purchaser, directly or indirectly, sell, transfer, pledge, encumber, assign or otherwise dispose of, or offer or grant any option or right or enter into any contract, or publicly announce any intention to do any of the foregoing with respect to any Covered Securities, whether owned directly or indirectly, by the Shareholder or under the control or direction of the Shareholder or with respect to which the Shareholder has beneficial ownership, or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of the Covered Securities, whether such transaction is settled by the delivery of Covered Securities or other Purchaser

Shares, other securities, cash or otherwise, except such Covered Securities that are released in accordance with the Release Schedule (as defined below).

6. The Covered Securities shall be released from this Lock-Up Agreement in accordance with the table set out in Schedule "A" (the "Release Schedule"). Schedule "A" is hereby incorporated into and forms an integral part of this Lock-Up Agreement.

7. The Shareholder acknowledges that stop transfer instructions shall be placed with the Purchaser's transfer agent and registrar related to such transfer restrictions that have not been released in accordance with this Lock-Up Agreement, except for transfers made in accordance with this Lock-Up Agreement. If any Covered Securities are certificated, such certificates may be stamped, imprinted or notated with a restricted legend referring to this Lock-Up Agreement and the transfer restrictions set forth in this Lock-Up Agreement. In addition to the contractual transfer restrictions set forth in this Lock-Up Agreement, the Covered Securities may be subject to additional transfer restrictions under applicable Canadian or United States securities laws.

8. Section 5 above shall not apply to (a) transfers occurring by operation of law, such as pursuant to a qualified domestic order or as required by a divorce settlement, provided, in each case, that any such transferee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the locked-up Covered Securities subject to the Release Schedule, (b) transfers of Covered Securities as a bona fide gift, by will or intestacy, to a family member or trust for the benefit of a family member, or, for estate planning purposes, to a company, trust, or other entity owned by or maintained for the benefit of the Shareholder provided, in each case, that any such transferee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the locked-up Covered Securities subject to the Release Schedule, (c) transfers made pursuant to a bona fide take-over bid or similar transaction made after the Effective Date to all holders of Purchaser Shares, including without limitation, a merger, arrangement or amalgamation, involving a change of control of the Purchaser, and provided that in the event such take-over or acquisition transaction is not completed, the Covered Securities shall remain subject to the restrictions contained in this Lock-Up Agreement, and (d) transfers resulting from the death, dissolution or bankruptcy of a holder of the Covered Securities, provided thatthe Covered Securities shall remain subject to the restrictions contained in this Lock-Up Agreement.

9. The Shareholder represents, warrants and covenants that:

a) the Shareholder has full power and authority to enter into this Lock-Up Agreement and understands that, upon the reasonable request of the Purchaser the Shareholder will execute any additional documents necessary or desirable in connection with the enforcement of this Lock-Up Agreement;

b) this Lock-Up Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding obligation of the Shareholder, enforceable in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors' rights generally and general principles of equity;

c) neither the execution and delivery of this Lock-Up Agreement by the Shareholder, the consummation by the Shareholder of the transactions contemplated hereby nor the compliance by the Shareholder with any of the provisions hereof will:

i. conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of

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termination, amendment, acceleration or cancellation of, or result in the creation of any encumbrance on the properties or assets of the Shareholder pursuant to any contract to which the Shareholder is a party or by which the Shareholder or any of its assets or properties is bound;

ii. require on the part of it any filing with (other than pursuant to the requirements of applicable securities laws), or permit, waiver, notification, authorization, exemption, registration, licence, consent or approval of, any governmental body or any other person; or

iii. violate or conflict with any judgement, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Shareholder or any of the Shareholder’s properties or assets;

d) there is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any governmental body, or, to the Shareholder’s knowledge threatened against it or any of its properties that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Shareholder’s ability to consummate the transactions contemplated by this Lock-Up Agreement. There is no order of any governmental body against the Shareholder that could prevent, enjoin, alter or materially delay any of the transactions contemplated by this Lock-Up Agreement, or that could reasonably be expected to have an adverse effect on the Shareholder’s ability to consummate the transactions contemplated by this Lock-Up Agreement;

e) the Shareholder has the sole power to agree to the matters set forth herein, with respect to the Covered Securities; and

f) the Shareholder has not previously granted or agreed to grant any power of attorney or attorney in fact, proxy or other right in respect of the Covered Securities or entered into any other agreement with respect to the right to give consents or approvals of any kind as to the Covered Securities except those which are no longer of any force or effect or that could not reasonably be expected to have an adverse effect on the Shareholder’s ability to consummate the transactions contemplated by this Lock-Up Agreement.

10. The Purchaser represents and warrants that:

a) the Purchaser has been duly formed and is validly existing under the laws of the Province of British Columbia and has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder;

b) the execution and delivery of this Agreement and the completion by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action of the Purchaser and no other corporate proceedings on the part of the Purchaser are necessary to authorize the execution and delivery by it of this Agreement or the completion by the Purchaser of the transactions contemplated hereby; and

c) this Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that  court may exercise in the granting of equitable remedies such as specific performance and injunction.

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11. The Shareholder agrees that the details of this Lock-Up Agreement may be described in any press release, information circular or other communication prepared by the Company or the Purchaser in connection with the Arrangement and in any material change report or similar documents prepared by the Company or the Purchaser in connection with the execution and delivery of this Lock-Up Agreement and further agrees to this Lock-Up Agreement being made publicly available, including by filing on SEDAR and/or EDGAR, in accordance with applicable securities laws.

12. The Shareholder understands that this Lock-Up Agreement is irrevocable and shall be binding upon the Shareholder's legal representatives, successors, and permitted assigns, and shall enure to the benefit of the Purchaser and its legal representatives, successors and assigns.

13. The Shareholder acknowledges that irreparable damage would occur if the transfer restrictions contained in this Lock-Up Agreement were not performed in accordance with the terms hereof and Purchaser is entitled to seek specific performance and injunctive relief with respect to such transfer restrictions, in addition to any other equitable or monetary remedies to which it is entitled at law or in equity.

14. This Lock-Up Agreement shall terminate automatically, without any required notice, upon the earliest to occur of: (i) the date upon which the Shareholder and the Purchaser mutually agree to terminate this Lock-Up Agreement; (ii) the date on which the Arrangement Agreement is validly terminated in accordance with its terms; and (iii) the date immediately following the last release date in the Release Schedule.

15. This Lock-Up Agreement will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein and may be executed by facsimile or PDF signature and as so executed shall constitute an original.

16. Any notice, direction or other communication given regarding the matters contemplated by this Lock-Up Agreement (each a "Notice") must be in writing, sent by personal delivery, courier or electronic mail (read receipt requested) and addressed:

(a) to the Purchaser:

Verano Holdings Corp.

415 North Dearborn Street, 4th Floor

Chicago, Illinois

60654

Attention: George Archos, Chairman and Chief Executive Officer

E-mail:[REDACTED]

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with a copy (which shall not, on its own, be considered adequate notice) to:

Dentons Canada LLP

77 King Street West, Suite 400

Toronto-Dominion Centre

Toronto, Ontario M5K 0A1

Attention: Ora Wexler / Eric FosterEmail:[REDACTED]

(b) to the Shareholder:

Goodness Growth Holdings, Inc.

207 South 9th Street

Minneapolis, Minnesota

55402

Attention:Kyle E. Kingsley, Chief Executive Officer and Chairman

E-mail:[REDACTED]

with a copy (which shall not, on its own, be considered adequate notice) to:

DLA Piper (Canada) LLP
100 King Street West, Suite 6000
Toronto, Ontario M5X 1E2

Attention: Russel Drew

Email:[REDACTED]

and to:

DLA Piper LLP (US)‎
1251 Avenue of the Americas‎
New York, NY 10020‎

Attention:‎ Christopher Giordano ‎
E-mail:‎[REDACTED]

A Notice is deemed to be given and received if sent by personal delivery, courier or electronic mail, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day. A Party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party's address that is not specifically changed in a Notice will be assumed not to be changed. Sending a copy of a Notice to a Party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the

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Notice to that Party. The failure to send a copy of a Notice to legal counsel does not invalidate delivery of that Notice to a Party.

17. Except as otherwise agreed to in writing, this Lock-Up Agreement supersedes all prior agreements among the parties hereto with respect to the subject matter hereof and contains the entire agreement among the parties with respect to the subject matter hereof. This Lock-Up Agreement may not be modified or waived, except expressly by an instrument in writing signed by all the parties hereto.

[Signature Page Follows]

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This Lock-Up Agreement has been entered into on the date first written above.

Yours very truly,

(Signed) “Kyle Kingsley”

Dr. Kyle Kingsley

Acknowledged by the Purchaser on the date first written above.

VERANO HOLDINGS CORP.
By:	(Signed) “Darren Weiss”
	Name: Darren Weiss
	Title: Chief Operating Officer and General Counsel

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SCHEDULE "A"

RELEASE SCHEDULE

Release Dates	Percentage of Initial Aggregate Covered Securities Available for Release
Immediately upon Effective Date	20%
3 months from Effective Date	20%
6 months from Effective Date	20%
9 months from Effective Date	20%
12 months from Effective Date	20%
TOTAL	100%

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EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO CREDIT AGREEMENT

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as ofJanuary 31, 2022 (the “Effective Date”), among GOODNESS GROWTH HOLDINGS, INC. (formerlyknownasVireoHealthInternational,Inc.),aBritishColumbiacorporation(“Parent”),theotherBorrowers(as defined in the hereinafter-defined Credit Agreement and including, for the avoidance of doubt, VireoCharm City (as defined in the Credit Agreement)), the Lenders (as defined in the Credit Agreement) partyhereto,andCHICAGOATLANTICADMIN,LLC,aDelawarelimitedliabilitycompany,asadministrativeagent(insuchcapacity,togetherwithitssuccessorsandassignsinsuchcapacity,“AdministrativeAgent”)and as collateral agent (in such capacity, together with its successors and assigns in such capacity,“CollateralAgent”,andtogetherwithAdministrativeAgent,collectively,“Agents”andeach,an“Agent”).

RECITALS

WHEREAS, reference is made to that certain Credit Agreement dated as of March 25, 2021, asamendedbythatcertainOmnibusFirstAmendmenttoCreditAgreementandSecurityAgreementdatedasofNovember1,2021(the“First Amendment”),thatcertainSecondAmendmenttoCreditAgreementdatedas of November 18, 2021 (the “Second Amendment”; the Credit Agreement, as amended by the FirstAmendment and the Second Amendment, the “Existing Credit Agreement”), and this Amendment (theExistingCreditAgreement,asamendedbythisAmendment,andasfurtheramended,restated,supplemented, or otherwise modified from time to time, the “Credit Agreement”; capitalized terms usedherein and not otherwise defined herein shall have the meaning ascribed to such terms in the CreditAgreement), among the Borrowers party thereto, the other Credit Parties from time to time party thereto,theLenders fromtime to time partytheretoand Agents;and

WHEREAS, the Credit Parties have requested that the Agents and the Lenders agree to amendcertain provisions of the Credit Agreement, and, subject to the terms and conditions of this Amendment,theAgentsandtheLendershave agreed to such request;

NOW,THEREFORE,inconsiderationofthetermsandmutualcovenantssetforthinthisAmendment,thereceiptandsufficiencywhichisherebyacknowledgedbytheparties,theparties,intendingtobelegallybound, agreeas follows:

1.Amendments to Credit Agreement.Subjecttothesatisfactionoftheconditionsprecedent set forth in Section 5 hereof, (a) the Existing Credit Agreement is hereby amended to delete thestrickentext(indicatedtextuallyinthesamemannerasthefollowingexample:strickentext)andtoaddthedouble-underlinedtext(indicatedtextuallyinthesamemannerasthefollowingexample:double-underlined text) as set forth in Annex A attached hereto and (b) Schedules 1.01 and 12.02 to the ExistingCredit Agreement are hereby amended and restated as set forth in Annex A attached hereto.For theavoidance of doubt, all other Schedules, and all Exhibits, to the Existing Credit Agreement shall not bemodified or otherwise affected by this Amendment, except to the extent provided in Section 5.01(b)(iii) oftheCreditAgreement.

2.Joinder of Vireo Charm City as a Borrower.Vireo Charm City is a wholly-ownedSubsidiaryofParent.VireoCharmCityisherebyjoinedin,andherebyagreesthatitisandforallpurposesafter the date hereof shall be a party to, the Credit Agreement and each of the other Credit Documents as aBorrower as if it were an original signatory to the Credit Agreement. In furtherance and without limitationoftheprecedingsentence,VireoCharmCityacknowledgesandagreesthatitisjointlyandseverableliablewiththeotherBorrowersforalloftheIndebtednessandotherObligationsofBorrowersundertheCredit

Documents.Theterm“Borrower”and“Borrowers”asusedintheCreditAgreementandtheotherCreditDocumentsshallbe deemed toincludeVireo CharmCity.

3.Representations, Warranties and Acknowledgments of Borrowers.In order to inducethe Lenders and Agents to enter into this Amendment and to induce the Lenders to continue to make theLoans under the Credit Agreement, each Borrower hereby represents and warrants to the Lenders and theAgentson andas ofthe date ofthis Amendmentthat:

(a)Each Borrower (i) is a duly organized or formed and validly existing limitedliability company or other registered entity in good standing under the laws of the jurisdiction of itsorganization and has the corporate or other organizational power and authority to own its property andassets and to transact the business in which it is engaged and (ii) has duly qualified and is authorized to dobusiness and is in good standing in all jurisdictions where it does business or owns assets, except, in thecase of this clause (ii), where the failure to be so qualified could not reasonably be expected to result in aMaterialAdverse Effect.

(b)Each Borrower has the corporate or other organizational power and authority toexecute,deliverandcarryoutthetermsandprovisionsofthisAmendmentandtheotherCreditDocumentsto which it is a party and has taken all necessary corporate or other organizational action to authorize theexecution, delivery and performance of this Amendment and the other Credit Documents to which it is aparty.EachBorrowerhasdulyexecutedanddeliveredthisAmendmentandtheotherCreditDocumentstowhich it is a party and such Credit Documents constitute the legal, valid and binding obligation of suchBorrower enforceable against each Borrower that is a party thereto in accordance with its terms, subject tothe effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, examinership, reorganizationand other similar laws relating to or affecting creditors’ rights generally and general principles of equity(whetherconsideredin aproceedingin equityor law).

(c)None of (x) the execution, delivery and performance by any Borrower of thisAmendment or the other Credit Documents to which it is a party and compliance with the terms andprovisions thereof or (y) the consummation of the transactions contemplated hereby (including theor bytheotherCreditDocumentswill(i)contraveneanyapplicableprovisionofanymaterialApplicableLawofany Governmental Authority or the policies of the CSE, (ii) result in any breach of any of the terms,covenants, conditions or provisions of, or constitute a default under, or result in the creation or impositionof (or the obligation to create or impose) any Lien upon any of the property or assets of any Credit Party(otherthanLienscreatedundertheCreditDocuments)pursuantto,(A)thetermsofanymaterialindenture,loan agreement, lease agreement, mortgage or deed of trust, or (B) any other Material Contract of anyConsolidated Company, in the case of any of clauses (A) and (B) to which any Borrower is a party or bywhichitoranyofitspropertyorassetsisboundor(iii)violateanyprovisionoftheOrganizationDocumentsor Permit of any Borrower, except with respect to any conflict, breach or contravention or default (but notcreationofLiens)referredtoinclause(ii),totheextentthatsuchconflict,breach,contraventionordefaultcouldnotreasonablybe expected to have aMaterial Adverse Effect.

(d)Noauthorizationorapprovalorotheractionby,andnonoticetoorfilingwith,anyGovernmental Authority, the CSE or other Person, and no consent or approval under any contract orinstrument(otherthan(a)thosethathavebeendulyobtainedormadeandwhichareinfullforceandeffect,or if not obtained or made, individually or in the aggregate, could not reasonably be expected to have aMaterialAdverseEffect,(b)thefilingofUCCfinancingstatements,PPSAregistrationsandotherequivalent filings for foreign jurisdictions, and (c) the filings or other actions necessary to perfect Liensunder the Credit Documents) is required for the consummation of the transactions contemplated hereby orthe due execution, delivery or performance by any Credit Party of any Credit Document to which it is aparty, or for the due execution, delivery or performance of the Credit Documents, in each case by any ofthe Credit Parties party thereto.There does not exist any judgment, order, injunction or other restraintissued

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orfiledwithrespecttothetransactionscontemplatedbytheCreditDocuments,theconsummation oftheTransactions,themakingoftheLoansortheperformancebytheCreditPartiesoranyoftheirrespectiveSubsidiariesoftheirObligationsundertheCreditDocuments.

(e)Therepresentationsand warrantiesofeachBorrowersetforth intheCreditAgreementandinanyotherCreditDocumentaretrueandcorrectinallmaterialrespects(or,inthecaseofany such representation or warranty already qualified by materiality, in all respects) on and as of the datehereof (or, in the case of any such representation or warranty expressly stated to have been made as of aspecificdate,as ofsuch specific date).

(f)AftergivingeffecttothisAmendment,noDefaultorEventofDefaulthasoccurredandis continuing.

4.Reaffirmation of Obligations.Each Borrower (other than Vireo Charm City) hereby (a)reaffirms and confirms (i) the execution and delivery of, and all of its obligations under, the CreditDocuments to which it is a party, including, without limitation, the Credit Agreement, and agrees that thisAmendmentdoesnotoperateto reduceor dischargeany Borrower’sobligationsundersuchCreditDocuments or constitute a novation of any indebtedness or other obligations under any Credit Documents,and (ii) its guarantees, pledges, grants and other undertakings under the Credit Agreement and the otherCreditDocumentstowhichitisaparty,(b)agreesthat(i)eachCreditDocumenttowhichitisapartyshallcontinue to be in full force and effect and (ii) all guarantees, pledges, grants and other undertakingsthereundershallcontinuetobeinfullforceandeffectandshallaccruetothebenefitoftheSecuredParties,and (c) reaffirms and confirms the continuing security interests in its respective assets granted in favor ofthe Collateral Agent pursuant to each of the Security Documents.Each Borrower hereby acknowledgesand consents to the transactions contemplated by, and the execution and delivery of, this Amendment andtheotherCreditDocuments.

5.Conditions Precedent to Effectiveness.This Amendment shall become effective as ofthe Effective Date when, and only when, the Administrative Agent shall have received the following, informand substancesatisfactoryto Administrative Agent:

(a)counterparts of this Amendment, duly executed by an Authorized Officer of eachBorrower,Agentsand theLenders;

(b)an Assumption Agreement (as described in the US Security Agreement), dulyexecutedbyan AuthorizedOfficerofVireoCharmCity;

(c)resolutions of each Borrower’s board of managers/directors (or other managingbody,inthecaseofaPersonthatisnotacorporation)theninfullforceandeffectexpresslyandspecificallyauthorizing,totheextentrelevant,allaspectsofthisAmendmentandtheexecution,deliveryandperformanceofthisAmendmentandeachotherCreditDocument towhichsuchBorrowerisaparty;and

(d)payment of an origination fee in the amount of $350,000 to, or as directed by,Agentsand Arrangerin connection withthis Amendment.

6.No Novation or Waiver.Except as expressly set forth herein, this Amendment is notintended to be, nor shall it be construed to create, a nullification, discharge, waiver or release of anyobligationincurredinconnectionwiththeNotes,theCreditAgreementand/oranyotherCreditDocuments,or to waive or release any collateral given by Borrowers to secure the Notes, nor shall this Amendment bedeemed or considered to operate as a novation of the Notes, the Credit Agreement or the other CreditDocuments.This Amendment shall not constitute a modification of the Credit Agreement or any of theother Credit Documents or a course of dealing with Agents or the Lenders at variance with the Credit

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Agreement or the other Credit Documents such as to require further notice by the Administrative Agent ortheLenderstorequirestrictcompliancewiththetermsoftheCreditAgreementandtheotherCredit Documents in the future, except as expressly set forth herein.Each Borrower acknowledge and expresslyagree that Agents and the Lenders reserve the right to, and do in fact, require strict compliance with alltermsandprovisionsoftheCreditAgreementandtheotherCreditDocuments.Excepttotheextentofanyexpress conflict with this Amendment, all of the terms and conditions of the Notes, the Credit Agreementand the other Credit Documents shall remain in full force and effect, and the same are hereby expresslyapproved, ratified and confirmed. In the event of any express conflict between the terms and conditions oftheNotes,theCreditAgreementortheotherCreditDocumentsandthisAmendment,thisAmendmentshallbe controlling and the terms and conditions of such other documents shall be deemed to be amended toconformwith this Amendment.

7.Incorporation by Reference. Sections 12.05, 12.13 and 12.15 of the Credit Agreementareherebyincorporatedbyreference,mutatis mutandis,asif suchSectionsweresetforthinfullherein.

8.Headings. The headings of this Amendment are for purposes of reference only and shallnot limitorotherwiseaffectthe meaninghereof.

9.Reference to and Effect on the Credit Agreement and the Other Credit Documents.On and after the date of this Amendment, each reference in the Credit Agreement to “this Agreement”,“hereunder”, “herein” or words of like import referring to the Credit Agreement, and each reference in theother Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like importreferring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended bythis Amendment. Except as specifically amended by this Amendment, the Credit Agreement and the otherCredit Documents shall remain in full force and effect and are hereby ratified and confirmed and thisAmendmentshallnotbeconsideredanovation.Theexecution,deliveryandperformanceofthisAmendmentshallnot constituteawaiverofanyprovisionof,oroperateasawaiverof anyright,powerorremedy of Agent or Lender under, the Credit Agreement or any of the other Credit Documents. ThisAmendment shall bedeemedto beaCredit Documentas definedin theCreditAgreement.

10.Governing Law. This Amendment and the rights and obligations of the parties hereundershall be governed by, and construed and interpreted in accordance with, the law of the State of Illinois,without reference to conflicts of law provisions which would result in the application of the laws of anyotherjurisdiction.

11.Amendment, Modification and Waiver. This Amendment may not be amended and noprovisionhereof maybewaived except pursuanttoawritingsignedbyeachofthepartieshereto.

12.Severability.AnyprovisionofthisAmendmentthatisprohibitedorunenforceableinanyjurisdictionshall,astosuchjurisdiction,beineffectivetotheextentofsuchprohibitionorunenforceabilitywithout invalidating the remaining provisions hereof, and any such prohibition or unenforceability in anyjurisdictionshallnotinvalidateorrender unenforceable suchprovisioninanyotherjurisdiction.

13.Counterparts.ThisAmendment maybeexecutedinanynumberofcounterpartsignaturepages,andbythedifferentpartiesondifferentcounterparts,eachofwhichwhenexecutedshallbedeemedan original but all such counterparts taken together shall constitute one and the same instrument. ThisAmendment will be deemed executed by the parties hereto when each has signed it and delivered itsexecuted signature page to the other parties hereto by facsimile transmission, electronic transmission, orphysicaldelivery.DeliveryofanexecutedcounterpartofasignaturepageofthisAmendmentbyfacsimileorinelectronicformatshallbeeffectiveasdeliveryofamanuallyexecutedcounterpartofthisAmendment.

14.Construction.This Amendment has been prepared through the joint efforts of all of the

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parties hereto.Neither the provisions of this Amendment, nor any alleged ambiguity herein, shall beinterpreted or resolved against any party on the grounds that such party or its counsel drafted thisAmendment,orbasedonanyotherruleofstrictconstruction.Eachofthepartiesrepresentsthatsuchparty has carefully read this Amendment and that such party knows the contents hereof and has signed the samefreelyand voluntarily.

15.Entire Agreement.ThisAmendmentandtheotherCreditDocumentsconstitutetheentireagreement and understanding between the parties hereto with respect to the transactions contemplatedhereby and thereby and supersede all prior negotiations, understandings and agreements between suchpartieswith respectto suchtransactions.

16.Credit Document.This Amendment shall be deemed to be a Credit Document for allpurposes.

[Remainderofpageintentionallyleftblank.]

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IN WITNESS WHEREOF.thepartiesheretohavesettheirhandsandsealsontheEffectiveDate.

BORROWERS:

GOODNESS GROWTH HOLDINGS, INC.

(signed) Kyle Kingsley

Name:Kyle KingsleyTitle:AuthorizedOfficer

VIREO HEALH, INC.

(signed) Kyle Kingsley

Name:Kyle KingsleyTitle:AuthorizedOfficer

VIREO HEALTH OF MINNESOTA, LLC

(signed) Kyle Kingsley

Name:Kyle KingsleyTitle:AuthorizedOfficer

VIREO HEALTH OF NEW YORK LLC

(signed) Kyle Kingsley

Name:Kyle KingsleyTitle:AuthorizedOfficer

MARYMEDLLC

(signed) Kyle Kingsley

Name:Kyle KingsleyTitle:AuthorizedOfficer

RESURGENT BIOSCIENCES, INC.

(signed) Kyle Kingsley

Name:Kyle KingsleyTitle:AuthorizedOfficer

VIREO HEALTH OF PUERTO RICO, LLC

(signed) Kyle Kingsley

Name:Kyle KingsleyTitle:AuthorizedOfficer

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VIREO HEALTH DE PUERTO RICO LLC

(signed) Kyle Kingsley

Name:Kyle KingsleyTitle:AuthorizedOfficer

XAAS AGRO, INC.

(signed) Kyle Kingsley

Name:Kyle KingsleyTitle:AuthorizedOfficer

VIREO HEALTH OF NEVADA I, LLC

(signed) Kyle Kingsley

Name:Kyle KingsleyTitle:AuthorizedOfficer

MJ DISTRIBUTING C201, LLC

(signed) Kyle Kingsley

Name:Kyle KingsleyTitle:AuthorizedOfficer

MJ DISTRIBUTING P132, LLC

(signed) Kyle Kingsley

Name:Kyle KingsleyTitle:AuthorizedOfficer

VIREO HEALTH OF ARIZONA, LLC

(signed) Kyle Kingsley

Name:Kyle KingsleyTitle:AuthorizedOfficer

,

ELEPHANT HEAD FARM, LLC

(signed)Kyle Kingsley

Name:Kyle KingsleyTitle:AuthorizedOfficer

RETAIL MANAGEMENT ASSOCIATES. LLC

(signed) Kyle Kingsley

Name:Kyle KingsleyTitle:AuthorizedOfficer

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VIREO HEALTH OF MASSACHUSETTS, LLC

(signed) Kyle Kingsley

Name:Kyle KingsleyTitle:AuthorizedOfficer

VERDANT GROVE, LLC

(signed) Kyle Kingsley

Name:Kyle KingsleyTitle:AuthorizedOfficer

MAYFLOWER BOTANICALS INC.

(signed) Kyle Kingsley

Name:Kyle KingsleyTitle:AuthorizedOfficer

VIREO HEALTH OF NEW MEXICO, LLC

(signed) Kyle Kingsley

Name:Kyle KingsleyTitle:AuthorizedOfficer

VIREO OF CHARM CITY, LLC

(signed) Kyle Kingsley

Name:Kyle KingsleyTitle:AuthorizedOfficer

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ADMINISTRATIVE AGENT AND COLLATERAL AGENT:

CHICAGO ATLANTIC ADMIN, LLC

By:​ ​ Name:JohnMazarakis

Title:AuthorizedPerson

LENDERS:

CHICAGO ATLANTIC REAL ESTATE

FINANCE, INC.

By:​ ​ Name:JohnMazarakis

Title:Co-President

CHICAGO ATLANTIC CREDIT COMPANY, LLC

By:​ ​ Name:JohnMazarakis

Title:AuthorizedPerson

THIRDAMENDMENTTOCREDITAGREEMENT

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ANNEX A

AMENDED CREDIT AGREEMENT AND SCHEDULES

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EXECUTIONVERSION

CREDIT AGREEMENT

by and among

VIREO HEALTH INTERNATIONAL, INC.

AND CERTAIN OF ITS SUBSIDIARIES PARTY HERETO,

as Borrowers,

thePersonsfromtimetotimepartyheretoasGuarantors,theLenders fromtime to time partyhereto

and

CHICAGO ATLANTIC ADMIN, LLC,

as Administrative Agent and Collateral AgentDated as ofMarch 25, 2021

GREEN IVY CAPITAL, LLC,

as Lead Arranger

As amended by that certain Omnibus First Amendment to Credit Agreement and Security AgreementdatedNovember1,2021,andthatcertainSecondAmendmenttoCreditAgreementdatedasofNovember 18, 2021; and that certain Third Amendment to Credit Agreement dated as of January 31,2022.

NOTICE:THISCOMPOSITECREDITAGREEMENTISNOTTHEACTUALCONTRACTAMONGTHEPARTIES.THECOMPOSITEREPRESENTSAGOODFAITHEFFORTOFCOUNSELFOR THEAGENTSTOSTATETHETERMSOFTHECREDITAGREEMENTASAMENDEDTHROUGHTHELATESTAMENDMENTSETFORTHABOVE.THEOPERATIVELEGALDOCUMENTCONSISTSOFTHECREDITAGREEMENTTOGETHERWITHALLAMENDMENTSTHERETO.

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TABLE OF CONTENTS

Pages

ARTICLEIDEFINITIONS‌2

SECTION1.01Defined Terms​ ​​ ​​ ​2SECTION1.02Other Interpretive Provisions​ ​227SECTION1.03Accounting Terms and Principles​ ​228SECTION1.04Rounding​ ​229SECTION1.05References to Agreements, Laws, Etc​ ​229SECTION1.06Times of Day​ ​229SECTION1.07Timing of Payment of Performance​ ​229SECTION1.08Corporate Terminology​ ​229ARTICLE II AMOUNT AND TERMS OF LOANS​ ​​ ​229SECTION2.01Loans​ ​​ ​229

SECTION2.02Disbursement of Funds; Original Issue Discount.​ ​​ ​230SECTION2.03Payment of Loans; Evidence of Debt.​ ​231SECTION2.04Interest.​ ​​ ​232SECTION2.05Multiple Borrowers​ ​233SECTION2.06Borrower Representative​ ​233ARTICLE III MANDATORY REDUCTION OF COMMITMENTS​ ​​ ​234

SECTION3.01Mandatory Reduction of Commitments​ ​234

ARTICLE IV PAYMENTS​ ​234

SECTION4.01Voluntary Prepayments​ ​234SECTION4.02Mandatory Prepayments.​ ​234SECTION4.03Payment of Obligations; Method and Place of Payment.​ ​236SECTION4.04Taxes​ ​237

SECTION4.05Computations of Interest and Fees.​ ​​ ​240SECTION4.06Maximum Interest.​ ​240ARTICLE V CONDITIONS PRECEDENT TO LOANS​ ​​ ​241

SECTION5.01ClosingDateInitial Delayed Draw TermLoan​ ​​ ​241SECTION5.02Loans Made after Closing Date​ ​245ARTICLE VI GUARANTEE247

SECTION6.01Guarantee​ ​247SECTION6.02Right of Contribution​ ​248SECTION6.03No Subrogation​ ​248

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SECTION6.04Modification of the Guarantor Obligations​ ​249SECTION6.05Guarantee Absolute and Unconditional​ ​249SECTION6.06Reinstatement​ ​250

SECTION6.07Payments​ ​250

SECTION6.08Taxes​ ​​ ​250ARTICLE VII REPRESENTATIONS, WARRANTIES AND AGREEMENTS​ ​​ ​250SECTION7.01Status​ ​​ ​250

SECTION7.02Power and Authority​ ​250SECTION7.03No Violation​ ​251SECTION7.04Litigation, Labor Controversies, Etc​ ​251SECTION7.05Use of Proceeds; Regulations U and X​ ​251SECTION7.06Approvals, Consents, Etc​ ​251SECTION7.07Investment Company Act​ ​252SECTION7.08Accuracy of Information.​ ​252SECTION7.09Financial Condition; Financial Statements​ ​252SECTION7.10Tax Returns and Payments​ ​252SECTION7.11Benefit Plans​ ​253SECTION7.12Subsidiaries​ ​253SECTION7.13Intellectual Property; Licenses, Etc​ ​253SECTION7.14Environmental Warranties​ ​254SECTION7.15Ownership of Properties​ ​255SECTION7.16No Default​ ​255SECTION7.17Solvency​ ​255SECTION 7.18              Locations of Offices, Records and Collateral                       255SECTION 7.19           Compliance with Laws and Permits; Authorizations.             256SECTION 7.20              No Material Adverse Effect                                                 256SECTION 7.21              Contractual or other Restrictions                                         256SECTION 7.22              Collective Bargaining Agreements                                       256SECTION 7.23              Insurance                                                                               257SECTION 7.24              Evidence of other Indebtedness                                           257SECTION 7.25              Deposit Accounts and Securities Accounts                         257SECTION 7.26              Absence of any Undisclosed Liabilities                               257SECTION 7.27              Material Contracts and Regulatory Matters                         257SECTION 7.28              Anti-Terrorism Laws                                                           257SECTION7.29             Conduct of Business                                                                             258

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SECTION7.30Transactionswith Affiliates.‌258

SECTION7.31Canadian Securities Law Matters.​ ​258

ARTICLE VIII AFFIRMATIVE COVENANTS​ ​259

SECTION8.01Financial Information, Reports, Notices and Information​ ​​ ​259SECTION8.02Books, Records and Inspections​ ​262SECTION8.03Maintenance of Insurance​ ​263SECTION8.04Payment of Taxes​ ​263SECTION8.05Maintenance of Existence; Compliance with Laws, Etc​ ​263SECTION8.06Environmental Compliance.​ ​263SECTION8.07Maintenance of Properties​ ​264SECTION8.08Additional Credit Parties​ ​265SECTION8.09Use of Proceeds​ ​265SECTION8.10Further Assurances​ ​266SECTION8.11Collateral Access Agreements​ ​266SECTION8.12Bank Accounts.​ ​266SECTION8.13Sanctions; Anti-Corruption Laws.​ ​267SECTION8.14Regulatory Matters​ ​267SECTION8.15Annual Lender Meeting.​ ​268SECTION8.16Canadian Securities Law Matters.​ ​268SECTION 8.17 Post-Closing Matters. 268ARTICLE IX NEGATIVE COVENANTS 268

SECTION9.01Limitation on Indebtedness​ ​269SECTION9.02Limitation on Liens​ ​270SECTION9.03Consolidation, Merger, Etc​ ​272SECTION9.04Permitted Dispositions​ ​272SECTION9.05Investments​ ​274

SECTION9.06ERISA​ ​275

SECTION9.07Restricted Payments​ ​​ ​275SECTION9.08Payments and Modification of Certain Agreements.​ ​276SECTION9.09Sale and Leaseback​ ​2; Build-to-Suit Lease76SECTION9.10Transactions with Affiliates​ ​​ ​276SECTION9.11Restrictive Agreements, Etc​ ​​ ​277SECTION9.12Hedging Agreements​ ​​ ​277

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SECTION9.13Changes in Business and Fiscal Year​ ​​ ​277

4

SECTION9.15Operations of Parent​ ​278

ARTICLE X EVENTS OF DEFAULT​ ​278

SECTION10.01Listing of Events of Default​ ​​ ​278SECTION10.02Remedies Upon Event of Default​ ​281SECTION10.03Right to Cure Certain Covenant Violations​ ​281ARTICLE XI AGENTS282

SECTION11.01Appointment​ ​282SECTION11.02Delegation of Duties​ ​283SECTION11.03Exculpatory Provisions​ ​283SECTION11.04Reliance by Agents​ ​283SECTION11.05Notice of Default​ ​284SECTION11.06Non-Reliance on Agents and other Lenders​ ​284SECTION11.07Indemnification​ ​285SECTION11.08Agent in Its Individual Capacity​ ​285SECTION11.09Successor Agents​ ​285SECTION11.10Agents Generally​ ​285

SECTION11.11Restrictions on Actions by Secured Parties; Sharing of

Payments.​ ​​ ​286SECTION11.12Agency for Perfection​ ​287SECTION11.13Enforcement by Agents​ ​287SECTION11.14Credit Parties Not Beneficiaries​ ​287SECTION11.15Intercreditor and Subordination Agreements​ ​287ARTICLE XII MISCELLANEOUS​ ​​ ​287

SECTION12.01Amendments and Waivers​ ​287SECTION12.02Notices and Other Communications; Facsimile Copies.​ ​288SECTION12.03No Waiver; Cumulative Remedies​ ​289SECTION12.04Survival of Representations and Warranties​ ​289SECTION12.05Payment of Expenses and Taxes; Indemnification​ ​289

SECTION12.06Successors and Assigns; Participations and Assignments;

Replacement of Lenders.​ ​290SECTION12.07Pledge of Loans​ ​293SECTION12.08Adjustments; Set-off​ ​294SECTION12.09Counterparts​ ​294

SECTION12.10Severability​ ​295

SECTION12.11Integration​ ​295

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SECTION12.12GOVERNING LAW​ ​295

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SECTION12.13Submission to Jurisdiction; Waivers​ ​295SECTION12.14Acknowledgments​ ​296SECTION12.15WAIVERS OF JURY TRIAL​ ​296

SECTION12.16Confidentiality​ ​​ ​​ ​​ ​296SECTION12.17Press Releases, Etc​ ​​ ​298SECTION12.18Releases of Guarantees and Liens​ ​​ ​298SECTION12.19USA Patriot Act​ ​​ ​299SECTION12.20No Fiduciary Duty​ ​​ ​299SECTION12.21Authorized Officers​ ​​ ​299SECTION12.22Subordination of Intercompany Indebtedness​ ​​ ​299SECTION12.23Electronic Communication​ ​​ ​299SECTION12.24Original Issue Discount​ ​2100SECTION12.25Tax Treatment​ ​2100ARTICLE XIII ADDITIONAL COVENANTS AND AGREEMENTS.​ ​​ ​​ ​2100

SECTION13.01Cannabis Laws​ ​2100

SCHEDULES

Schedule 1.01Commitments

Schedule 2.01(c)Delayed Draw Term Loans Draw ScheduleSchedule 7.04Litigation,LaborControversies,Etc.

Schedule 7.11BenefitPlans

Schedule 7.12Subsidiaries

Schedule 7.13IntellectualProperty,Licenses,Etc.Schedule 7.14EnvironmentalWarranties

Schedule 7.15OwnershipofProperties

Schedule 7.18LocationsofOffices,RecordsandCollateralSchedule 7.19RegulatoryLicenses

Schedule 7.21ContractualorotherRestrictionsSchedule 7.22Collective Bargaining AgreementsSchedule 7.24Evidence ofotherIndebtedness

Schedule 7.25DepositAccountsandSecuritiesAccountsSchedule 7.27MaterialContractsandRegulatory MattersSchedule 7.29SalesTrackingSoftware

Schedule 9.02PermittedLiens

Schedule 9.05Investments

Schedule 9.10TransactionswithAffiliatesSchedule12.02General(AddressesforNotices)

EXHIBITS

ExhibitAFormof Assignmentand Acceptance

ExhibitBFormofComplianceCertificate

ExhibitCForm of Credit Agreement JoinderExhibitDFormofNote

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of March 25, 2021, is among VIREO HEALTH INTERNATIONAL, INC.,aGOODNESS GROWTH HOLDINGS, INC. (f/k/a Vireo Health International, Inc.), acorporation existing under the laws of the Province of British Columbia (“Parent”),VIREO HEALTH, INC.,aDelawarecorporation(“VireoHealth”),VIREO HEALTH OF MINNESOTA, LLC, a Minnesota limited liability company (“Vireo Minnesota”), VIREO HEALTH OF NEW YORK LLC, a New York limited liability company (“Vireo NY”), MARYMED LLC, aMaryland limited liability company (“MaryMed”), RESURGENT BIOSCIENCES, INC., a Delawarecorporation (“Resurgent”), VIREO HEALTH OF PUERTO RICO, LLC, a Delaware limited liabilitycompany (“Vireo PR”), VIREO HEALTH DE PUERTO RICO LLC, a Puerto Rico limited liabilitycompany (“Vireo de Puerto Rico”), XAAS AGRO, INC., a Puerto Rico limited liability company(“Xaas”),VIREO HEALTH OF NEVADA I, LLC,aNevadalimitedliability company (“VireoNevada”), MJ DISTRIBUTING C201, LLC, a Nevada limited liability company (“MJ C201”), MJ DISTRIBUTING P132, LLC,aNevadalimitedliability company (“MJ P132”), VIREO HEALTH OF ARIZONA, LLC, a Delaware limited liability company (“Vireo Arizona”), ELEPHANT HEAD FARM, LLC, an Arizona limited liability company (“Elephant Head”), RETAIL MANAGEMENT ASSOCIATES, LLC,anArizonalimitedliabilitycompany(“RetailManagement”),VIREO HEALTH OF MASSACHUSETTS, LLC,aDelawarelimitedliabilitycompany(“VireoMassachusetts”), VERDANT GROVE, LLC, a Delaware limited liability company (“Verdant Grove”),MAYFLOWER BOTANICALS, INC.,aMassachusettscorporation(“Mayflower”),VIREO HEALTH OF NEW MEXICO, LLC,a Delaware limited liability company (“Vireo NM;” togetherwith Parent, Vireo Health, Vireo Minnesota, Vireo NY, MaryMed, Resurgent, Vireo PR, Vireo de PuertoRico, Xaas, Vireo Nevada, MJC201, MJ P132, Vireo Arizona. Elephant Head, Retail Management,Vireo Massachusetts, Verdant Grove, Mayflower, Vireo NM and each other Subsidiary of Parent thatbecomes a borrower hereunder pursuant to Section 8.08, each, a “Borrower” and collectively, jointly andseverally, “Borrowers”), any Subsidiaries of Parent hereto that are Guarantors or become Guarantorshereunder pursuant to Section 8.08, the lenders from time to time party hereto (each, a “Lender” and,collectively, the“Lenders”), CHICAGO ATLANTIC ADMIN, LLC, a Delaware limited liabilitycompany(“ChicagoAtlantic”),asadministrativeagentfortheLenders(insuchcapacity,togetherwithits successors and assigns in such capacity, “Administrative Agent”) and Chicago Atlantic, as collateralagent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity,“CollateralAgent”,andtogetherwithAdministrativeAgent,each,an“Agent”andcollectively,“Agents”).

RECITALS

WHEREAS, Borrowers have requested that the Lenders extend to Borrowers certain Loans andCommitments to make Loans in the aggregate principal amount of up to $46,000,000 commencing on theClosingDate;and

WHEREAS, the Lenders have agreed to provide the Loans and the Commitments to makeLoans, in eachcase subjectto the termsand conditionscontained in thisAgreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the agreements, provisions andcovenants herein contained, the partieshereto agree as follows:

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ARTICLE I

Definitions

SECTION 1.01 Defined Terms.As used herein, the following terms shall have the meaningsspecified in thisSection 1.01 unlessthe contextotherwiserequires:

“Acquired Business” shall mean the entity or assets acquired by any Borrower or a Subsidiary inan Acquisition, whetherbefore orafterthe date hereof.

“Acquisition” shall mean any transaction or series of related transactions for the purpose of orresulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person(otherthan aPersonthatisa Subsidiary immediately prior to such Acquisition), or of any line ofbusiness or division of a Person (other than a Person that is a Subsidiary immediately prior to suchAcquisition),(b)theacquisitionofinexcessof50.00%ofthecapitalstock, partnership interests,membership interests or equity of any Person (other than a Person that is a Subsidiary), or otherwisecausing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combinationwithanotherPerson (otherthanaPersonthatisaSubsidiary),provided thataCreditParty isthesurvivingentity.

“AdministrativeAgent”shallhavethemeaningsetforthinthePreamble.

“Administrative Questionnaire” shall mean a questionnaire completed by each Lender, in a formapproved by Administrative Agent, in which such Lender, among other things, (a) designates one or morecreditcontactstowhomallsyndicate-levelinformation(whichmaycontainmaterialnon-publicinformation about the Credit Parties and their Related Parties or their respective securities) will be madeavailableandwhomayreceivesuchinformationinaccordancewithsuchLender’scomplianceproceduresandApplicableLaws,including federalandstatesecuritieslawsand(b)designatesanaddress, facsimile number, electronic mail address or telephone number for notices and communicationswith such Lender.

“Affiliate” shall mean, with respect to any Person, (a) any Person which, directly or indirectlythrough one or more intermediaries, controls, or is controlled by, or is under common control with, suchPerson, or (b) any Person who is a director or officer (i) of such Person, (ii) of any Subsidiary of suchPerson or (iii) of any Person described in clause (a) above.   For purposes of this definition only, controlof a Person shall mean the power, direct or indirect, to (x) vote 30.00% or more of the Capital Stock orother form of ownership interest having ordinary voting power for the election of directors (or thecomparable equivalent) ofsuch Person or (y) direct or cause the direction of the management andpolicies of such Person, in each case whether through the ownership of any Capital Stock, by contract orotherwise.No Agent or Lender shall be an Affiliate of any Consolidated Company for purposes of thisAgreement oranyotherCreditDocument.

“Agents” shallhavethemeaningsetforthinthePreamble.

“Agreement” shall mean this Credit Agreement, as it may be amended, restated, amended andrestated, supplemented orotherwise modified fromtime to time.

“Aggregate Commitment” shall mean $30,200,00085,200,000, as such amount may be increasedpursuantto Section 2.01(bf).

“ALTA” shallmeanthe AmericanLand TitleAssociation.

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“Amortization Amount” shall mean an amount equal to 1.50% of the aggregate principal amountof all Loans made by the Lenders (but excluding, for the avoidance of doubt, all PIK Interest that is paidin kindand deemedto beapartoftheprincipalamountoftheLoanspursuantto Section 2.04(b)).

“Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicableto any Credit Party or any of its Subsidiaries from time to time concerning or relating to bribery orcorruption, including the United States Foreign Corrupt Practices Act of 1977, the Corruption of ForeignPublicOfficialsAct(Canada)andothersimilaranti-corruptionlegislationinotherjurisdictions.

“Anti-TerrorismLaws”shallhavethemeaningsetforthinSection 7.28.

“Applicable Laws” shall mean, subject to the carve-outs and acknowledgments contained inSection 13.01, as to any Person, any law (including common law), statute, regulation, ordinance, rule,order, policy, decree, judgment, consent decree, writ, injunction, settlement agreement or governmentalrequirement enacted, promulgated or imposed or entered into or agreed by any Governmental Authorityor determination of an arbitrator, in each case applicable to or binding on such Person or any of itsproperty,products,business,assetsoroperationsortowhichsuchPersonoranyofitsproperty,products, business, assets oroperationsis subject.

“Applicable Securities Legislation” shall mean all applicable securities laws of each of theReporting Jurisdictions and the respective rules and regulations under such laws together with applicablepublished fee schedules, prescribed forms, policy statements, national or multilateral instruments, orders,blanket rulings and other applicable regulatory instruments of the securities regulatory authorities in anyofthe ReportingJurisdictions.

“ApplicationEvent”shallhavethemeaningsetforthinSection 4.02(d).

“ApplicableFiscalPeriod”shallmeantheperiodofthreeconsecutivefiscalmonthsendingatthe end ofeach prescribed fiscalmonth.

“Approved Fund” shall mean any Person (other than a natural person) that is engaged in making,purchasing, holding or investing in commercial loans and similar extensions of credit in the ordinarycourse and that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) anentityoran Affiliate ofan entitythatadministers,advises ormanages aLender.

“Arranger” shall mean Green Ivy Capital, LLC, a Delaware limited liability company, in itscapacityaslead arranger hereunder.

“ArizonaNatural”shallmeanArizonaNaturalRemedies,Inc.,anArizonanon-profitcorporation.

“Assignment and Acceptance” shall mean an assignment and acceptance substantially in theformofExhibit A.

“Attributable Indebtedness” shall mean, on any date, in respect of any Capitalized Lease of anyPerson, the capitalized amount thereof that would appear as a liability on a balance sheet of such Personprepared as ofsuch date in accordance with GAAP.

“Authorized Officer” shall mean, with respect to any Credit Party, the president, the chieffinancialofficer,thechiefoperatingofficer,thesecretary,thetreasureroranyotherseniorofficerofsuchCredit

4

Party,but,inanyevent,withrespecttofinancialmatters,thechieffinancialofficerofsuch CreditPartyorsuchotherseniorofficerofsuchCreditPartydesignatedassuchbytheapplicableCreditPartyin writing.

“BeneficialOwnershipCertification”shallmeanacertificationregardingbeneficialownershiporcontrolas required bythe BeneficialOwnership Regulation.

“BeneficialOwnership Regulation”shallmean31 C.F.R.§ 1010.230.“BenefitedLender”shallhavethemeaning setforthinSection 12.08(a).

“BIA” shallmeanthe Bankruptcy and Insolvency Act (Canada),as amendedfromtime totime.

“Board”shallmeantheBoardofGovernorsoftheFederalReserveSystemoftheUnitedStates(oranysuccessor).

“BoardofDirectors”shallmeantheboardofdirectors,boardofmanagersorotherequivalentgoverningbodyofa Person.

“Borrower” and“Borrowers” shallhave themeanings setforth inthe Preamble.“Borrower Representative” shallmean Parent.

“Budget” shallhavethe meaningsetforth inSection 8.01(g).

“Business”shallmean:thebusinessofcultivating,producing,processing,packagingandmarketing cannabis products for distribution and sale; all ancillary activities related to the foregoingincluding conducting or facilitating research regarding the properties or efficacy of cannabis products,data collection oranalysisrelated to theforegoing;and similaractivities.

“Business Day” shall mean any day excluding Saturday, Sunday and any day that shall be inChicago, Illinois a legal holiday or a day on which banking institutions are authorized by law or othergovernmentalactions to close.

“Canadian Credit Party” shall mean any Credit Party organized and existing under the federallaws ofCanadaoranyprovince orterritorythereof.

“Canadian Pension Plans” shall mean, with respect to any Canadian Credit Party, all plans orarrangements that are pension plans required to be registered under Canadian federal or provincial lawand that are administered or contributed to by such Credit Party for any of its employees or formeremployees located in Canada or any province or territory thereof, but does not include the CanadaPension Plan or the Quebec Pension Plan as maintained by the Government of Canada or the Province ofQuebec, respectively.

“Canadian Security Agreement” shall mean that certain General Security Agreement dated as ofthe Closing Date, by and among each Canadian Credit Party and Collateral Agent for the benefit of theSecured Parties.

“Capital Expenditures” shall mean, for any specified period, the sum of, without duplication, allexpenditures made, directly or indirectly, by the Consolidated Companies during such period, determined

5

onaconsolidatedbasisinaccordancewithGAAP,thatareorshouldbereflectedasadditionsto property,plantorequipmentorsimilaritemsreflectedintheconsolidatedstatementofcashflowsandbalance sheetofthe Consolidated Companies,orhave ausefullife ofmore than oneyear.

“Capital Stock” shall mean any and all shares, interests, participations, units or other equivalents(howeverdesignated)ofcapitalstockofacorporation,membershipinterestsinalimitedliabilitycompany, partnership interests of a limited partnership, any and all equivalent ownership interests in aPerson and anyand allwarrants,rights oroptions to purchaseanyofthe foregoing.

“Capitalized Lease Obligations” shall mean, as applied to any Person, all obligations underCapitalized Leases of such Person or any of its Subsidiaries, in each case taken at the amount thereofaccounted for as liabilities on the balance sheet (excluding the footnotes thereto) of such Person inaccordance with GAAP.

“CapitalizedLeases”shallmean,asappliedtoanyPerson,allleasesofpropertythathavebeenor should be, in accordance with GAAP, recorded as capitalized leases on the balance sheet of suchPerson or any of its Subsidiaries, on a consolidated basis; provided that for all purposes hereunder theamount ofobligations under any Capitalized Lease shallbe the amountthereof accounted for as aliabilityonthebalancesheet(excludingthefootnotesthereto)ofsuchPersoninaccordancewithGAAP.

“Cash Equivalents”shallmean:

(a)anydirectobligationof(orunconditionalguaranteeby)theUnitedStatesor,withrespecttoParent,Canada(oranyagencyorpoliticalsubdivisionthereof,totheextentsuchobligations are supported by the full faith and credit of the United States or Canada, as the case may be)maturingnotmore than one yearafterthe date ofacquisition thereof;

(b)commercial paper maturing not more than one year from the date of issue andissued by (i) a corporation (other than an Affiliate of any Credit Party) organized under the laws of anystateoftheUnitedStates,theDistrictofColumbiaor,withrespecttoParent,anyprovinceofCanadaand, at the time of acquisition thereof, rated A-1 or higher by S&P or P-1 or higher by Moody’s, orcarrying an equivalent rating by a nationally recognized rating agency if at any time neither S&P orMoody’s shallberatingsuch obligations,or(ii)anyLender(oritsholdingcompany);

(c)any certificate of deposit, time deposit or bankers acceptance, maturing not morethan one year after its date of issuance, which is issued by either:(i) a bank organized under the laws ofthe United States or, with respect to Parent, Canada (or any state or province thereof) which has, at thetime of acquisition thereof, (A) a credit rating of A-2 or higher from Moody’s or A or higher from S&Pand (B)acombined capitalandsurplus greaterthan$500,000,000, or(ii)a Lender;

(d)cashanddemanddepositsmaintainedwiththedomesticofficeofanycommercialbankorganized underthe laws ofthe United States;

(e)any repurchase agreement having a term of 30 days or less entered into with anyLender or any commercial banking institution satisfying, at the time of acquisition thereof, the criteria setforthinclause(c)(i)which(i)issecuredbyafullyperfectedsecurityinterestinanyobligationofthetype described in clause (a), and (ii) has a market value at the time such repurchase agreement is enteredinto of not less than 100.00% of the repurchase obligation of such commercial banking institutionthereunder;and

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(f) mutualfundsinvestingprimarilyinassetsdescribedinclauses(a)through(d)of

thisdefinition.

“CashInterestRate”shallmeanaperannumrateequaltothe greater of (a) the Prime Rate plus10.375% and (b) 13.625%.

“Casualty Event” shall mean the damage, destruction or condemnation, as the case may be, ofpropertyofanyPerson oranyofits Subsidiaries.

“CERCLA”shallmeantheComprehensiveEnvironmentalResponse,CompensationandLiabilityActof1980.

“CharmCity Acquisition”shallmean theAcquisition by Vireo Charm City of substantially allofthe assetsofCharmCitySellerpursuanttothe CharmCityAcquisition Agreement.

“Charm City Acquisition Agreement” shall mean that certain Asset Purchase Agreement, datedas of July 8, 2021, by and among Vireo Charm City, Charm City Seller, Arcarius, LLC, a Marylandlimited liability company, and Bryan Hill (solely with respect to the obligations set forth in Section 9.10thereof).

“CharmCityIntercreditorAgreement”shallmeanthatcertainIntercreditorandCollateralSharing Agreement dated as of November 19, 2021, between Collateral Agent and Charm City Seller andacknowledged and agreed to byParentand Vireo CharmCity.

“CharmCityNote”shallmeanthatcertainSecuredPromissoryNoteintheprincipalamountof

$2,000,000datedNovember19,2021,issuedbyVireoCharmCitytoCharmCitySellerinconnectionwith the CharmCityAcquisition.

“CharmCityPledgeAgreement”shallmeanthatcertainPledgeAgreementdatedasofNovember19,2021, byand betweenVireo Health,Vireo CharmCityandCharmCitySeller.

“CharmCitySeller”shallmeanCharmCityMedicus,LLC,aMarylandlimitedliabilitycompany.

“Change in Cannabis Law” shall mean any change in Applicable Law, including U.S. FederalCannabisLawandU.S.StateCannabisLaw,(a)thatwouldmakeitunlawfulforany AgentorLenderto

(i) perform any of its obligations hereunder or under any other Credit Document, or (ii) to fund ormaintaintheLoans,(b)pursuanttowhichany GovernmentalAuthority hasenjoinedany AgentorLender from (i) performing any of its obligations hereunder or under any other Credit Document, or (ii)funding or maintaining the Loans, or (c) that would result in any business activity conducted by anyCredit Party being a Restricted Cannabis Activity, and such result described in this clause (c) would havea MaterialAdverse Effect.

“Change in Law” shall mean (a) the adoption of any law, rule, regulation or treaty after the dateofthisAgreement,(b)anychangeinanylaw,rule,regulationortreatyorintheinterpretation,implementation orapplication thereofbyanyGovernmentalAuthorityafterthedateofthisAgreementor

(c) the making or issuance of any request, rule, guideline or directive (whether or not having the force oflaw) by any Governmental Authority after the date of this Agreement; provided that notwithstandinganythinghereintothecontrary,(x)theDoddFrankWallStreetReformandConsumerProtectionActand all requests, rules, guidelines or directives issued thereunder or in connection therewith and (y) allrequests,rules,guidelinesordirectivespromulgatedbytheBankforInternationalSettlements,theBasel

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Committee on Banking Supervision (or any successor or similar authority) or the United States or foreignregulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change inLaw”, regardless ofthe dayenacted, adopted, issued orimplemented.

“Change of Control” shall mean an event or series of events by which (a) on or after March 31,2023, there is a report filed with any securities commission or securities regulatory authority in Canada,disclosing that any offeror (as such term is defined in section 1.1 of Multilateral Instrument 62-104Take-Over Bids and Issuer Bids) has acquired beneficial ownership (within the meaning of the SecuritiesAct)of,orthepowertoexercisecontrolor direction over, or securities convertible into, any VotingStock of Parent, that together with the offeror’s securities (as such term is defined in section 1.1 ofMultilateralInstrument 62-104Take-OverBidsandIssuerBids)in relationto any Voting Stock ofParent, would constitute Voting Stock representing more than 30.00% of the total voting power attachedtoallVotingStockofParentthenoutstanding;(b)thereisconsummatedanyamalgamation,consolidation, statutory arrangement (involving a business combination) or merger of Parent (i) in whichParent is not the continuing or surviving corporation or (ii) pursuant to which any Voting Stock would bereclassified, changed or converted into or exchanged for cash, securities or other property, other than (ineach case) an amalgamation, consolidation, statutory arrangement or merger of Parent in which theholders of the Voting Stock immediately prior to the amalgamation, consolidation, statutory arrangementor merger have, directly or indirectly, more than 50.10% of the Voting Stock of the continuing orsurviving corporation immediately after such transaction; (c) there occurs any other change of Control ofParent as it exists as at the date of this Agreement; (d) during any period of 24 consecutive months, amajorityofthemembersoftheboardofdirectorsorotherequivalentgoverningbodyofParentceasetobe composed of individuals (i) who were members of that board or equivalent governing body on the firstday of such period, (ii) whose election or nomination to that board or equivalent governing body wasapproved by individuals referred to in clause (i) above constituting at the time of such election ornomination at least a majority of that board or equivalent governing body or (iii) whose election ornomination to that board or other equivalent governing body was approved by individuals referred to inclauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of thatboard or equivalent governing body; (e) except as permitted by Section 9.03 or 9.04, Parent shall cease toownandcontrol,beneficiallyandofrecord,100.00%oftheCapitalStockofeachotherBorrower;and

(f)exceptaspermittedbySection 9.03,9.04or9.13,anyBorrowershallceasetoownandcontrol,

directly or indirectly, free and clear of all Liens or other encumbrances (other than Liens created pursuanttoanyCreditDocument),(i)atleastthepercentageoftheCapitalStockofeachofitsSubsidiariesheldby such Borrower on the Closing Date and (ii) 100.00% of the Capital Stock of each of its SubsidiariesformedoracquiredaftertheClosingDate.; provided, however, that the acquisition of the Voting Stockof Parent by another Person that has been disclosed to Administrative Agent as of the Third AmendmentEffective Date pursuant to the agreement referenced in the proviso of Section 7.29 shall not be a Changeof Control.

“ChicagoAtlantic”shallhavethemeaningsetforthinthePreamble.

“Claims”shallhavethemeaningsetforthinthedefinitionofEnvironmentalClaims.“ClosingDate” shallmean March 25, 2021.

“Code”shallmeantheInternalRevenueCodeof1986,andtheTreasuryRegulationspromulgated and rulings issued thereunder.

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“Collateral” shall mean any assets of any Credit Party or other assets upon which CollateralAgent has been, or has purportedly been, granted a Lien in connection with this Agreement or any otherCreditDocument.

“Collateral Access Agreements” shall mean a collateral access agreement in form and substancereasonably satisfactory to Collateral Agent between Collateral Agent and any lessor, warehouseman,processor, bailee, consignee, or other Person in possession of, having a Lien upon, or having rights orinterests in, anyCreditParty’s books andrecordsorassets.

“Collateral Agent” shall have the meaning set forth in the Preamble.“CollateralAssignee”shallhavethemeaningsetforthinSection 12.06(d).

“Collections” shall mean all cash, checks, credit card slips or receipts, notes, instruments, andother items of payment (including insurance proceeds, proceeds of cash sales, rental proceeds, and taxrefunds)oftheCreditParties.

“Commitment” shall mean the obligation of the Lenders to make the Loans hereunder, in eachcaseintheDollaramountssetforthbesidesuchLender’snameundertheapplicableheadingonSchedule

1.01 or in the Assignment and Acceptance pursuant to which such Lender became a Lender under thisAgreement, as such amounts may be changed from time to time pursuant to the terms of this Agreement.On the Closing Date, the total of the Commitments for all Lenders shall be $26,000,000 as set forth onSchedule 1.01.

“Communications” shall mean, collectively, any notice, demand, communication, information,document or other material that any Credit Party provides to Administrative Agent pursuant to any CreditDocument or the transactions contemplated therein which is distributed to Administrative Agent or anyLenderbymeansofelectroniccommunicationspursuanttoSection 12.23,includingthroughthePlatform.

“Compliance Certificate” shall mean a certificate duly completed and executed by an AuthorizedOfficer of Parent substantially in the form of Exhibit B, together with such changes thereto or departurestherefrom as Administrative Agent may from time to time reasonably request or approve for the purposeofmonitoringtheCreditParties’compliancewiththefinancialcovenantscontainedhereinorcertainothercalculations, oras otherwise agreedto byAdministrative Agent.

“ConfidentialInformation”shallhavethemeaningsetforthinSection 12.16.

“ConnectionIncomeTaxes”shallmeanOtherConnectionTaxesthatareimposedonormeasured bynetincome (howeverdenominated)orthatarefranchise Taxes.

“Consolidated Adjusted EBITDA” shall mean, for a specified period, (a) the net income or lossoftheConsolidated Companies, plus (b)to theextentdeducted in determining net Income for suchperiod,thesum of, without duplication, (i) interest expense, (ii) income tax expense, (iii) depreciationand amortization expense, (iv) charges, costs, losses and expenses related to asset dispositions permittedunder this Agreement or discontinued operations, (v) non-cash write-downs of assets, (vi) (A) fees, costsand expenses paid in cash in connection with the closing of the Loan Documents, (B) pre-opening costsandexpensesinconnectionwiththeopeningofanyretail,cultivationorprocessinglocationand(C)other extraordinary or non-recurring charges, costs and expenses, (vii) Judgments and costs and expensesincurred in connection with such Judgments and (vii) non-cash compensation expense in respect of stockoptionplansorotherequitycompensationplans,minus(c)totheextentincludedindeterminingnet

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incomeforsuchperiod,thesumof,withoutduplication,(i)anyincomeorgainsfromassetdispositionsor discontinued operations, (ii) any extraordinary or non-recurring gains and (iii) non-cash write-ups ofassets, in the case of each of the foregoing in clauses (a) through (c), for such period and as determined inaccordance with GAAP consistently applied; provided that the aggregate amount of add-backs permittedpursuantto clause(a)(vi)shallnotexceed$20,000,000 foranyconsecutive 12-monthperiod.

“Consolidated Companies” shall mean Parent and its Subsidiaries on a consolidated basis inaccordance with GAAP.

“Consolidated Fixed Charge Coverage Ratio” shall mean, with respect to the ConsolidatedCompanies as of each applicable date of determination: (a) Consolidated Adjusted EBITDA for theApplicableFiscalPeriod,plustheaggregateamountofGAAPrentexpenseoftheConsolidatedCompanies owed to third parties for the Applicable Fiscal Period, less the sum of (i) all UnfinancedCapital Expenditures made in the Applicable Fiscal Period (excluding Capital Expenditures funded fromBorrowers’ internally-generated cash flow in an aggregate amount of up to $12,500,000 during the termof this Agreement), plus (ii) all cash Taxes due and payable by the Consolidated Companies in theApplicable Fiscal Period (without benefit of any refund), plus (iii) all cash distributions paid, and otherdistributions made, by the Consolidated Companies during the Applicable Fiscal Period, divided by (b)thesum of(i)theaggregateprincipalamountoftheIndebtednessofthe Consolidated Companies(including the principal or amortization component of any Attributable Indebtedness) that was paid orscheduled to be paid during the Applicable Fiscal Period plus (ii) the aggregate of amount of the interestpayments (including the interest component of any payments in respect to Capitalized Lease Obligations)of the Consolidated Companies due and payable during the Applicable Fiscal Period, plus (iii) theaggregate amount of GAAP rent expense of the Consolidated Companies owed to third parties during theApplicable Fiscal Period, in the case of each of the foregoing in clauses (a) and (b), as determined inaccordance with GAAPconsistentlyapplied.

“ContingentLiability”shallmean,foranyPerson,anyagreement,undertakingorarrangementby which such Person guarantees, endorses or otherwise becomes or is contingently liable upon (by director indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, orotherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the Indebtedness of anyother Person (other than by endorsements of instruments in the course of collection), or guarantees thepayment of dividends or other distributions upon the Capital Stock of any other Person.The amount ofanyPerson’sobligationunderanyContingentLiabilityshall(subjecttoanylimitationsetforththerein)be deemed to be the outstanding principal amount of the debt, obligation or other liability guaranteedthereby.

“Contractual Obligation” shall mean, as to any Person, any provision of any security issued bysuch Person or of any agreement, instrument or other undertaking to which such Person is a party or bywhich itoranyofits propertyis boundotherthan the Obligations.

“Control” shall mean, as to any Person, (a) the power (whether by way of ownership of shares,proxy, contract, agency or otherwise) to: (i) cast, or control the casting of, more than 50.00% of themaximum number of votes that might be cast at a general meeting of such Person; (ii) appoint or removeall, or the majority, of the directors or other equivalent officers of such Person; (iii) give directions withwhich the directors or other equivalent officers of such Person are obliged to comply; or (iv) to direct orcause the direction of the management or policies of a Person; and/or (b) the holding beneficially of morethan 50.00%ofthe issued CapitalStockofsuch Person.

“Control Agreement” shall mean a pledge, collateral assignment, control agreement or bankconsentletter,informandsubstancereasonablysatisfactorytoCollateralAgent,executedanddelivered

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by theapplicable CreditParty, CollateralAgent, andtheapplicablesecuritiesintermediary orbank,whichagreementissufficienttogiveCollateralAgent“control”overeach ofsuch CreditParty’ssecurities accounts, depositaccounts orinvestmentproperty, as thecase maybe.

“Copyright Security Agreements” shall mean any and all copyright security agreements enteredinto by the Credit Parties in favor of Collateral Agent (as required by the Agreement or any other CreditDocument).

“CreditAgreementJoinder”shallmeanajoindersubstantiallyintheformofExhibit C.

“Credit Documents” shall mean (a) this Agreement, the Security Documents, any Notes, theCharm City Intercreditor Agreement, any other subordination or intercreditor agreements in favor of anyAgent with respect to this Agreement and (b) any other document or agreement executed by any CreditParty, or by any Borrower on behalf of the Credit Parties, or any of them, and delivered to any Agent orLenderin connection with anyofthe foregoingorthe Obligations.

“Credit Parties” shall mean, collectively, Borrowers and Guarantors, and “Credit Party” shallmean anyofthe CreditParties, individually.

“CSE” shallmeantheCanadianSecuritiesExchangeanditssuccessors.

“Default” shall mean any event, act or condition that with notice or lapse of time, or both, wouldconstitute an EventofDefault.

“Default Rate” shall mean a rate per annum equal to the sum of (a) (i) with respect to theDispensary Loans, the Dispensary Loan Cash Interest Rate, or (ii) with respect to the other Loans, theCashInterestRateplus(b)8.00%, plus (bc) (i) with respect to the Dispensary Loans, the DispensaryLoan PIKInterestRate, or(ii)with respectto the otherLoans, the PIKInterestRate.

“Delayed Draw Term Loan Maturity Date” shall mean April 30, 2023 (the “Delayed DrawTerm Loan Initial Maturity Date”); provided, however, that, at Borrowers’ election, the Delayed DrawTerm Loan Initial Maturity Date may be extended to April 30, 2024, so long as (a) Borrowers deliverwritten notice to Administrative Agent of their intent to extend the Delayed Draw Term Loan MaturityDate at least 30 days prior to the Delayed Draw Term Loan Initial Maturity Date, (b) no Default or Eventof Default exists and (c) Borrowers pay to Administrative Agent, for the account of Agents and theLenders, on the Delayed Draw Term Loan Initial Maturity Date, all fees, costs and expenses due to suchPersonsasoftheDelayedDrawTermLoanInitialMaturityDateandanextensionfeeequalto

$1,375,000.

“Delayed Draw Term Loan Initial Maturity Date” shall have the meaning set forth in thedefinition of Delayed Draw Term Loan Maturity Date.

“Delayed Draw Term Loans” shall mean the aggregate amount of $55,000,000 provided byLenders on or after the Third Amendment Initial Funding Date as provided in Sections 2.01(c), 2.01(d)and 2.01(e).

“Delayed Draw Term Loan Make-Whole Amount” shall mean, with respect to any prepaymentof the Delayed Draw Term Loans, or repayment in connection with an acceleration of such Loans, duringthe period commencing on the Third Amendment Initial Funding Date and ending on (and including) theDelayed Draw Term Loan Maturity Date, an amount equal to the greater of (a) the sum of all payments

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of interest on such Loans that would be due during such period after the date of such prepayment or repayment, if no prepayment or repayment of such Loans was made on or prior to the Delayed DrawTerm Loan Maturity Date, and (b) 3.00% of the aggregate amount of such Loans being prepaid or repaid.

“Designated Jurisdiction” shall mean any country or territory to the extent that such country orterritoryis the subjectofanySanction.

“Dispensary Loans” shall mean the aggregate amount of $4,200,000 provided by Lenders toBorrowers on or about November 18, 2021, on the terms described in the Second Amendment, a portionoftheproceedsofwhichshallbewereused byBorrowersto financetheCharmCityAcquisition.

“DispensaryLoanCash InterestRate”shallmeanaperannumrateequalto15.00%.

“DispensaryLoanMakeWholeMake-WholeAmount”shallmean,withrespecttoanyprepaymentoftheDispensaryLoans,orrepaymentinconnectionwithanaccelerationoftheDispensarysuchLoans, prior to the Dispensary Loan Maturity Date, (a) if such prepayment or repaymentoccurs on or prior to the second anniversary of the closing date of the Dispensary LoansNovember18,2023, an amount equal to the greater of (i) the result of (A) the sum of all payments of interest on theDispensarysuchLoans that would be due after the date of such prepayment or repayment prior to thesecondanniversaryofsuchclosingdate,ifnothrough November 18, 2023, if no prepayment orrepayment of the DispensarysuchLoans was made prior to such date minus (B) the amount of interestpaid or prepaid at the Dispensary Loan Cash Interest Rate on such amount through the date of theprepayment,and(ii)3.00%oftheaggregateamountoftheDispensarysuchLoansbeingprepaidorrepaid, and (b) if such prepayment or repayment occurs after the second anniversary of such closingdateNovember18, 2023, 3.00% of the aggregate amount of the Dispensarysuch Loans being prepaid orrepaid; provided, however, that if the Delayed Draw Term Loan Initial Maturity Date is extended asprovided in the definition of Delayed Draw Term Loan Maturity Date, the amount to be paid pursuant tothis clause (b) shall be the greater of (i) the sum of all payments of interest on such Loans that would bedue after the date of such prepayment or repayment through the Dispensary Loan Maturity Date, if noprepayment or repayment of such Loans was made prior to such date, and (ii) 3.00% of the aggregateamount of suchLoans beingprepaid orrepaid.

“Dispensary Loan Maturity Date” shall mean November 29, 2024.“Dispensary LoanPIK InterestRate” shallmeantherateof2.00%perannum.

“Disposition” shall mean, with respect to any Person, any sale, transfer, lease, contribution orother conveyance (including by way of merger or amalgamation) of, or the granting of options, warrantsor other rights to, any of such Person’s or their respective Subsidiaries’ assets (including Capital Stock ofSubsidiaries)to anyotherPersonin asingle transaction orseries oftransactions.

“Disqualified Capital Stock” shall mean any Capital Stock that, by its terms (or by the terms ofanysecurityorotherCapitalStockintowhichitisconvertibleorforwhichitisexchangeable)oruponthe happening of any event or condition, (a) matures or is mandatorily redeemable (other than solely forQualified Capital Stock after the Secured Parties are paid in full), pursuant to a sinking fund obligation orotherwise, (b) is redeemable at the option of the holder thereof (other than solely for Qualified CapitalStock orin connectionwith atransaction thatwouldconstituteanEventofDefaultunderSection10.01(j) after the Secured Parties are paid in full), in whole or in part, (c) provides for the scheduledpayment of dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness orany other Capital Stock that would constitute Disqualified Capital Stock, in each case, prior to the datethat is 91 days after the

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DispensaryLoan Maturity Date; provided that if such Capital Stock is issued byParentpursuanttoaplanforthebenefitofemployeesofParentoritsSubsidiariesorbyanysuchplanto such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it maybe required to be repurchased by such Person in order to satisfy applicable statutory or regulatoryobligations.

“Dollars” and “$” shall mean dollars in lawful currency of the United States.“ElephantHead” shallhave the meaningsetforth inthePreamble.

“Environmental Claims” shall mean any and all administrative, regulatory or judicial actions,suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations (otherthaninternalreportspreparedbytheCreditParties(a)intheordinarycourseofsuchPerson’sbusinessor

(b)asrequiredinconnectionwithafinancingtransactionoranacquisitionordispositionofrealestate)or proceedings relating to any Environmental Law or any permit issued, or any approval given, under anysuch Environmental Law (collectively, “Claims”), including (i) any and all Claims by GovernmentalAuthoritiesforenforcement,cleanup,removal,response,remedialorotheractionsordamagespursuantto any applicable Environmental Law and (ii) any and all Claims by any third party seeking damages,contribution, indemnification, cost recovery, compensation or injunctive relief resulting from the ReleaseorthreatenedReleaseofHazardousMaterialsorarisingfromallegedinjuryorthreatofinjurytohealthorsafety(to theextentrelatingtotheexposure toHazardousMaterials)ortheenvironment.

“EnvironmentalLaw”shallmeanany applicablefederal, state, provincial, foreign or localstatute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect, and anybinding judicial or administrative interpretation thereof, including any binding judicial or administrativeorder,consentdecreeorjudgment,relating totheprotectionof the environmentor human health orsafety(totheextentrelatingtoexposuretoHazardousMaterials).Foravoidanceofdoubt,Environmental Law does not include U.S. State Cannabis Laws, U.S. Federal Cannabis Laws, or anyApplicable Lawregulatingthe use ofCannabisproducts byconsumers.

“EnvironmentalPermit”shallhavethemeaning setforthinSection 7.14(a)(ii).

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, and the regulationspromulgated thereunder.

“Event ofDefault”shallhavethemeaningsetforth inSection 10.01.

“Excluded Accounts” shall mean any deposit account that is used solely to fund payroll oremployee benefits, so long as the applicable Credit Party does not deposit or maintain funds in any suchaccount in excess of amounts necessary to fund current payroll liabilities, payroll taxes or other wage andemployeebenefitpayments.

“Excluded Issuances” shall mean (a) the issuance of Capital Stock (other than DisqualifiedCapitalStock)byParenttomembersofthemanagement,employeesordirectorsofany CreditParty and

(b) the issuance of Capital Stock of Parent (other than Disqualified Capital Stock) upon the exercise ofanywarrants oroptionsissued byParentonorpriortotheClosingDate.

“Excluded Subsidiary” shall mean (a) 1776 Hemp, LLC, a Delaware limited liability companyand wholly-owned by Vireo Health, so long as such Person has no operations or Indebtedness and theonly asset held by such Subsidiary is HEMP-G-000084, the license provided to such Person pursuant toNew York’s Industrial Hemp Agricultural Research Pilot Program, (b) Ohio Medical Solutions, Inc., anOhio

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limited liability company, so long as 100.00% of the Capital Stock of such Person is sold on orbeforeJune30,2021,(c)844EastTallmadgeLLC,anOhiolimitedliabilitycompany,solongas 100.00% of the Capital Stock of such Person is sold on or before June 30, 2021, (d) each Person that (i)would be a Subsidiary of a Consolidated Company under the definition of Subsidiary if it were not anExcludedSubsidiaryand(ii)hasnoassets,noIndebtednessandnooperations,and(e)anyotherPersonin which Parent does not hold any ownership interest, but that may be a Consolidated Company solely foraccountingpurposes (in accordance with GAAP).

“Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to aRecipient or required to be withheld or deducted from a payment to a Recipient:(a) Taxes imposed on ormeasuredbynetincome(howeverdenominated),franchiseTaxes,andbranchprofitsTaxes,ineachcase,

(i)imposed as a result of such Recipient being organized under the laws of, or having its principal officeor, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax(or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender,imposed on amounts payable to or for the account of such Lender with respect to an applicable interest ina Loan or Commitment pursuant to a law in effect on the latest date on which (i) such Lender acquiressuch interest in the Loan or Commitment (other than pursuant to an assignment request by Borrowersunder Section 12.06) or (ii) such Lender changes its lending office, except in each case to the extent that,pursuant to Section 4.04, amounts with respect to such Taxes were payable either to such Lender’sassignor immediately before such Lender became a party hereto or to such Lender immediately before itchanged its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section4.04(f), (d) any U.S. federal withholding Taxes imposed under FATCA and (e) Canadian withholdingTaxes imposed on a Recipient by reason of such Recipient (i) being a “specified shareholder” (as definedin subsection 18(5) of the Income Tax Act (Canada) ) of any Borrower, or (ii) not dealing at arm’s lengthwith a “specified shareholder” (as defined in subsection 18(5) of the Income Tax Act (Canada)) of anyBorrower.

“ExecutiveOrder”shallhavethemeaningsetforthinSection 7.28.

“Extraordinary Receipts” shall mean any cash received by or paid to or for the account of anyConsolidated Company not in the ordinary course of business, including: (a) proceeds of Judgments,proceeds of settlements or other consideration of any kind in connection with any cause of action to theextent not used to pay any corresponding cause of action or to reimburse a Consolidated Company foramounts previously expended, (b) indemnification payments received by any Consolidated Company tothe extent not used or anticipated to be used to pay any corresponding liability or reimburse suchConsolidated Company for the payment of any such liability, (c) any purchase price adjustment (otherthan a working capital adjustment) received in connection with any purchase agreements, (d) tax refunds,and (e)pensionplan reversions,netofTaxes paidorpayablewith respectto suchamounts.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement(oranyamendedorsuccessorversionthatissubstantivelycomparableandnotmateriallymoreonerousto comply with), any current or future Treasury Regulations thereunder or official interpretations thereof,any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended orsuccessor version described above), and any intergovernmental agreements (together with any ApplicableLawsimplementingsuch agreements)implementingthe foregoing.

“Federal Funds Rate” means, for any period, a fluctuating per annum interest rate (roundedupwards, if necessary, to the nearest 1/100 of one percentage point) for each day during such periodequal to the weighted average of the rates on overnight federal funds transactions with members of theFederal Reserve System, as published for such day (or, if such day is not a Business Day, for theimmediately preceding Business Day) by the Federal Reserve Bank of New York, or if such rate is not sopublishedfor any day that is a Business Day, the average of the quotations for such day on such

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transactions received by Administrative Agent from three federal funds brokers of recognized standingselected by Administrative Agent.

“Fees” shallmeanallfeespayable pursuantto,orreferredtoin, thisAgreement.“FinancialCovenant”shallhavethe meaningsetforthinSection 10.03.

“FinancialCovenantCurePeriod”shallhavethemeaningsetforthinSection10.03.

“FinancialCovenantEquityCure”shallhavethemeaningsetforthinSection 10.03.“FinancialCovenantEventofDefault”shallmeananEventofDefaultunderSection 10.01(c)

asaresultofBorrower’sfailuretocomplywithany FinancialPerformanceCovenant.“FinancialPerformanceCovenants”shallmeanthecovenantssetforthinSection 9.14.

“ForeignLender”shallmeanaLenderthatisresidentororganizedunderthelawsofajurisdiction otherthanthatinwhich aBorrowerisresidentfortax purposes.

“Future Loan Purchase Ratio” shall mean a ratio to be negotiated between Borrowers andLenders, in anycase notless than 97.00%.

“GAAP” shall mean generally accepted accounting principles in the United States set forth fromtime to time in the opinions and pronouncements of the Accounting Principles Board and the AmericanInstituteofCertifiedPublicAccountantsandstatementsandpronouncementsoftheFinancialAccounting Standards Board (or agencies with similar functions of comparable stature and authoritywithin the accounting profession), including the FASB Accounting Standards Codification™, which areapplicable tothe circumstancesasofthedateofdetermination,subjectto Section 1.03.

“Governmental Authority” shall mean the government of the United States, any foreign countryor any multinational or supranational authority, or any state, commonwealth, protectorate or politicalsubdivision thereof, and any entity, body or authority exercising executive, legislative, taxing, judicial,regulatory or administrative functions of or pertaining to government, including the Pension BenefitGuarantyCorporationandotheradministrativebodiesorquasi-governmentalentitiesestablishedtoperformthe functionsofanysuch agencyorauthority.

“Guarantee Obligations” shall mean, as to any Person, any Contingent Liability of such Personor other obligation of such Person guaranteeing or intended to guarantee any Indebtedness of any otherPerson (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation ofsuchPerson,whetherornotcontingent,(a)topurchaseanysuchIndebtednessoranypropertyconstituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase orpayment of any such Indebtedness or (ii) to maintain working capital or equity capital of the primaryobligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchaseproperty, securities or services primarily for the purpose of assuring the owner of any such Indebtednessof the ability of the primary obligor to make payment of such Indebtedness or (d) otherwise to assure orhold harmless the owner of such Indebtedness against loss in respect thereof; provided that the term“Guarantee Obligations” shall not include endorsements of instruments for deposit or collection in theordinary course of business and consistent with past practice (unless a departure from past practicecoincideswithanindustry-widedeparturefrompastpracticeorresultsfromanewtechnologicaldevelopmentorcustom)orcustomary and

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reasonable indemnity obligations in effecton the ClosingDate,enteredintoinconnectionwithanyacquisitionordispositionofassetspermittedunderthis Agreement (other than with respect to Indebtedness).The amount of any Guarantee Obligation shall bedeemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect ofwhich such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonablyanticipated liability in respect thereof (assuming such Person is required to perform thereunder) asdetermined bysuch Person ingood faith and reasonable businessjudgment.

“GuarantorObligations”shallhavethemeaningsetforthinSection 6.01(a).

“Guarantors”shallmean(a)eachdirectorindirectSubsidiaryofParent(otherthananyBorrowerorany ExcludedSubsidiary)and(b)any other Person that provides a guarantee for thepaymentandperformanceoftheObligationspursuanttoanagreementreasonablyacceptabletoAdministrative Agentafterthe ClosingDate pursuantto Section 8.08.

“HazardousMaterials”shallmean(a)anypetroleumorpetroleumproducts,radioactivematerials, friable asbestos, urea formaldehyde foam insulation, transformers or other equipment thatcontain dielectric fluid containing regulated levels of polychlorinated biphenyls, and radon gas; (b) anychemicals,materialsorsubstancesdefinedasorincludedinthedefinitionof“waste”,“recycledmaterials”,“sludge”, “hazardous substances”, “hazardous waste”, “hazardous materials”, “extremelyhazardouswaste”,“restrictedhazardouswaste”,“toxicsubstances”,“toxicpollutants”,“contaminants”,or “pollutants”, or words of similar import, under any applicable Environmental Law; and (c) any otherchemical,waste,recycledmaterial,materialorsubstance,whichisprohibited,limitedorregulatedbyanyEnvironmentalLaw.

“Hedging Agreement” shall mean (a) any and all rate swap transactions, basis swaps, creditderivativetransactions,forwardratetransactions,commodityswaps,commodityoptions,forwardcommoditycontracts,equityorequityindexswapsoroptions,bondorbondpriceorbondindexswapsor options or forward bond or forward bond price or forward bond index transactions, interest rateoptions, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions,currencyswaptransactions,cross-currencyrateswaptransactions,currencyoptions,spotcontracts,orany other similar transactions or any combination of any of the foregoing (including any options to enterinto any of the foregoing), whether or not any such transaction is governed by or subject to any masteragreement, and (b) any and all transactions of any kind, and the related confirmations, which are subjecttothetermsandconditionsof,orgovernedby,anyformofmasteragreementpublishedbytheInternationalSwapsandDerivativesAssociation,Inc.,anyInternationalForeignExchangeMasterAgreement,oranyothermasteragreement(any suchmasteragreement,togetherwithany relatedschedules,a“Master Agreement”),includinganysuchobligationsorliabilitiesunderanyMasterAgreement.

“Hostile Acquisition” shall mean the acquisition of the capital stock or other Capital Stock of aPerson through a tender offer or similar solicitation of the owners of such capital stock or other CapitalStock which has not been approved (prior to such acquisition) by resolutions of the board of directors ofsuch Person or by similar action if such Person is not a corporation, and, if such acquisition has been soapproved, as to which such approvalhas notbeen withdrawn.

“Indebtedness” shall mean, as to any Person at a particular time, without duplication, all of thefollowing, whetherornotincludedas indebtednessorliabilities inaccordance withGAAP:

(a)allindebtednessofsuchPersonforborrowedmoneyandallindebtednessofsuch Personevidenced bybonds, debentures,notes, loanagreements orothersimilarinstruments;

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(b)the maximum amount (after giving effect to any prior drawings or reductionswhich may have been reimbursed) of all letters of credit (including standby and commercial), bankers’acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or createdbyorfortheaccountofsuch Person;

(c)all obligations of such Person to pay the deferred purchase price of property orservices, but excluding trade accounts payable in the ordinary course of business (which are not overduefora period ofmore than 90days pastthe applicabledue date thereof);

(d)indebtedness (excluding prepaid interest thereon) secured by a Lien on propertyownedorbeing purchasedby suchPerson(including indebtedness arising under conditional sales orother title retention agreements and mortgage, industrial revenue bond, industrial development bond andsimilar financings), whether or not such indebtedness shall have been assumed by such Person or islimited in recourse;

(e) allAttributableIndebtedness;

(f)all obligations of such Person with respect to the redemption, repayment or otherrepurchase orpaymentin respectofanyDisqualified CapitalStock;

(g)all obligations of such Person with respect to Hedging Agreements (valued as thetermination value thereof computed in accordance with a method approved by the International SwapDealers Association andagreed tobysuch Personin theapplicable HedgingAgreement,ifany);and

(h) allGuaranteeObligationsofsuch Personinrespectofanyoftheforegoing;

providedthatIndebtednessshallnotinclude (w) prepaid or deferred revenue arising in the ordinarycourse of business on customary terms, (x) purchase price holdbacks arising in the ordinary course ofbusiness and on customary terms in respect of a portion of the purchase price of an asset to satisfywarranties or other unperformed obligations of the seller of such asset, (y) endorsements of checks ordrafts arising in the ordinary course of business and consistent with past practice (unless a departure frompastpracticecoincideswithanindustry-widedeparturefrompastpracticeorresultsfromanewtechnological development or custom), and (z) preferred Capital Stock to the extent not constitutingDisqualified CapitalStock.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of anypartnership or joint venture (other than a joint venture that is itself a corporation or another entity notdisregarded fortax purposes)in which such Person isa generalpartnerora joint venture (whetherpartner or member), except to the extent the terms of such Indebtedness provide that such Person is notliable therefor.The amount of Indebtedness of any Person for purposes of clause (e) above shall bedeemed to be equal to the lesser of (x) the aggregate unpaid amount of such Indebtedness and (y) the fairmarket value of the property encumbered thereby as determined by such Person in good faith andreasonable business judgment.

“IndemnifiedLiabilities”shallhavethemeaning setforthinSection 12.05.

“Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or withrespect to any payment made by or on account of any obligation of any Credit Party under any CreditDocumentand (b)totheextentnototherwise described in(a), OtherTaxes.

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“Information Certificate” shall mean that certain Information Certificate dated as of the ClosingDate and executed byBorrowers infavorofCollateralAgentandLenders.

“Insolvency Event” shall mean, with respect to any Person, including any Lender, such Person orsuch Person’s direct or indirect parent company (a) makes a proposal under the BIA or becomes thesubject of a bankruptcy, insolvency or examinership proceeding (including any proceeding under anyInsolvency Legislation), or regulatory restrictions, (b) has had a receiver, examiner, conservator, trustee,administrator,custodian,assigneeforthebenefitofcreditorsorsimilarPersonchargedwiththereorganization or liquidation of its business appointed for it or has called a meeting of its creditors, (c)admitsinwriting itsinability,orbegenerally unable,topay itsdebtsasthey becomedueor ceasematerial operations of its present business, (d) commits an act of bankruptcy or becomes insolvent (suchtermshavingtherespectivemeanings ascribed thereto in theBIA), (e)is adjudicated insolventorbankruptbyacourtofcompetentjurisdiction,(f)admitsthematerialallegationsofapetitionorapplication filed with respect to it in any bankruptcy, reorganization or insolvency proceeding, (g) takesany corporate action for the purpose of effecting any of the foregoing, (h) with respect to a Lender, suchLender is unable to perform hereunder due to the application of Applicable Law, or (i) in the good faithdeterminationofAdministrativeAgent,hastakenanyactioninfurtheranceof,orindicatingitsconsentto, approval of, or acquiescence in, any such proceeding or appointment of a type described in clauses (a)or (b), provided that an Insolvency Event shall not result solely by virtue of any ownership interest, or theacquisition of any ownership interest, in such Person or such Person’s direct or indirect parent companyby a Governmental Authority or instrumentality thereof if, and only if, such ownership interest does notresult in or provide such Person with immunity from the jurisdiction of courts within the United States orfrom the enforcement of judgments or writs of attachment on its assets or permit such Person (or suchGovernmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts oragreementsmade bysuch Person.

“InsolvencyLegislation”shallmeanlegislationinanyapplicablejurisdictionrelatingtoreorganization, arrangement, compromise or re adjustment of debt, dissolution or winding up, or anysimilarlegislation,andspecificallyincludestheBIA,theCompanies’ Creditors Arrangement Act (Canada), the Winding Up and Restructuring Act (Canada), the U.S. Bankruptcy Code and any similarlegislation underApplicable Law.

“IntercompanyIndebtedness”shallhavethemeaning setforthinSection 12.22.

“Investment” shall mean, relative to any Person:(a) any loan, advance or extension of creditmadeby suchPerson to any other Person, including the purchase by such first Person of any bonds,notes, debentures or other debt securities of any such other Person; (b) the incurrence of ContingentLiabilities for the benefit of any other Person; (c) acquisition of any Capital Stock or other investmentheld by such Person in any other Person; and (d) any contribution made by such Person to any otherPerson.The amount of any Investment at any time shall be the original principal or capital amountthereoflessallreturnsofprincipalorequitythereonmadeonorbeforesuchtimeandshall,ifmadebythetransferorexchangeofpropertyotherthancash,bedeemedtohavebeenmadeinanoriginalprincipalorcapitalamountequaltothe fairmarketvalueofsuchpropertyatthe timeofsuchInvestment.

“IP Rights”shallhavethemeaningsetforthinSection 7.13.

“Judgment” shall mean any judgment or order for the payment of money, fine, enforcementpenalty, or a settlement of any lawsuit or arbitration proceeding, or other disputed claim or enforcementaction.

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“Lender” and“Lenders” shallhave themeaningssetforthin thePreamble.

“Lien”shallmeananymortgage,pledge,securityinterest,hypothecation,charge,claim,assignment for collateral purposes, lien (statutory or other) or similar encumbrance, and any easement,right-of-way,license,restriction(includingzoningrestrictions),defect,exceptionorirregularityintitleor similar charge or encumbrance (including any agreement to give any of the foregoing, any conditionalsaleorothertitleretentionagreementoranyleaseinthenaturethereof);providedthatinnoeventshallanoperating leaseenteredintoin the ordinary course of business and on customary terms or anyprecautionary UCC filings or PPSA registrations made pursuant thereto by an applicable lessor or lessee,be deemed to be a Lien.

“Liquidity” shall mean the sum, for the Credit Parties, of unrestricted cash and Cash Equivalents,in each case, which is held in a deposit account set forth on Schedule 7.25 and subject to a ControlAgreement, otherthan those depositaccounts which are ExcludedAccounts.

“Loans” shall mean, collectively, the amounts advanced by Lenders to Borrowers pursuant toSection 2.01, including the Dispensary Loans and the Delayed Draw Term Loans, plus the aggregateamount of interest at the PIK Interest Rate and the Dispensary Loan PIK Interest Rate added to suchamounts pursuantto Section 2.04(b).

“Make-Whole Amount” shall mean, with respect to any prepayment of the Loans (other than theDispensary Loans or the Delayed Draw Term Loans), or repayment in connection with an acceleration ofthesuchLoans prior to the Maturity Date, (a) if such prepayment or repayment occurs on or prior to thefirst anniversary of the ClosingDelayed Draw Term Loan Initial MaturityDate, an amount equal to thegreater of (i) the result sum of all payments of interest on such Loans that would be due during suchperiod after the date of such prepayment or repayment, if no prepayment or repayment of such Loans wasmade on or prior to the Delayed Draw Term Loan Initial Maturity Date, and (ii) 3.00% of the aggregateamount of such Loans being prepaid or repaid and (b) if such prepayment or repayment occurs after theDelayed Draw Term Loan Initial Maturity Date, 3.00% of the aggregate amount of such Loans beingprepaid or repaid; provided, however, that if the Delayed Draw Term Loan Initial Maturity Date isextended as provided in the definition of Delayed Draw Term Loan Maturity Date, the amount to be paidpursuantto this clause (b) shall be the greater of(Ai)thesumofallpaymentsofinterestonthesuchLoans that would be due after the date of such prepayment or repayment prior to the first anniversary ofthe Closingthrough the MaturityDate, if no prepaymentor repayment of such Loans was made prior tosuch dateminus (B) the amount of interest paid or prepaid at the Cash Interest Rate on such amountthrough the date of the prepayment, and (ii) 3.00% of the aggregate amount of the Loans being prepaid orrepaid, and (b) if such prepayment or repayment occurs after the first anniversary of the Closing Date,3.00%ofthe aggregate amountof thesuchLoansbeingprepaid orrepaid.

“Maryland Real Property” shall mean the Real Property of MaryMed located at 12418 MasseyRoad, Massey, Maryland21650.

“MaryMed” shallhavethemeaningsetforthinthePreamble.

“Massachusetts Real Property” shall mean the Real Property of Vireo Massachusetts located at487 MashapaugRoad, Holland, MA, 01521.

“Material Adverse Effect” shall mean a material adverse effect on (a) the business, assets,liabilities (actual or contingent), operations, condition (financial or otherwise), results of operations orperformance of Parent and its Subsidiaries taken as a whole, (b) the validity or enforceability of thisAgreement,anyotherCreditDocumentoranyWarrantAgreement,(c)theabilityofanyCreditPartyto

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perform its obligations under any Credit Document or any Warrant Agreement to which it is a party, (d)the rights or remedies of the Secured Parties or the Lenders hereunder or thereunder, or (e) the priority ofany Liens granted to Collateral Agent in or to any Collateral (other than as a result of voluntary andintentionaldischarge ofthe Lien byCollateralAgent).

“Material Contracts” shall mean (a) any agreement evidencing, securing or pertaining to anyIndebtedness, or any guaranty thereof, in a principal amount exceeding $500,000, (b) any real propertyleasewhereannualrentexceeds$250,000,(c)any operatingleasewhereannualrentalsexceed$250,000,

(d)any agreement (other than the agreements set forth in the foregoing clauses (a) through (c)) whichinvolves aggregate consideration payable to or by any Person of $500,000 or more on an annual basis, (e)any other agreement the termination of which (without contemporaneous replacement of substantiallyequivalent value) could reasonably be expected to have a Material Adverse Effect and (f) each MaterialRegulatoryLicense.

“Material Credit Party” shall mean at any point of determination any Credit Party and its directand indirect Subsidiaries, which account for, individually or in the aggregate, more than 10.00% of theannualaggregate revenue ofthe ConsolidatedCompanies as measured on a trailing12-month basis.

“Material Regulatory License” shall mean any Regulatory License designated on Schedule 7.19by Borrowers as material, as such Schedule may be supplemented or updated in accordance with Section8.01(i)(viii).

“MaturityDate”shallmeanMarch31,2024.

“Mayflower” shallhavethe meaningsetforth inthePreamble.“MJ C201” shallhave themeaningsetforthin the Preamble.“MJ P132” shallhave the meaningsetforthin thePreamble.

“Moody’s”shallmeanMoody’sInvestorsService,Inc.oranysuccessorbymergerorconsolidation to its business.

“Mortgage” shall mean each mortgage, deed of trust, or deed to secure debt, trust deed or othersecurity document granted by any applicable Credit Party to Collateral Agent for the benefit of theSecured Parties in respect of any Real Property owned or leased by such Credit Party, in such form asagreed between such CreditPartyand CollateralAgent.

“Net Cash Proceeds” shall mean, as applicable, (a) with respect to any Disposition by a Person,cash and cash equivalent proceeds received by or for such Person’s account, net of (i) fees, costs andexpenses paid to third parties (other than Affiliates) and relating to such Disposition, (ii) the amount ofany Indebtedness secured by any Permitted Lien on any asset (other than Indebtedness assumed by thepurchaser of such asset) that is required to be, and is, repaid in connection with such Disposition, (iii) netincome taxes to be paid in connection with such Disposition and (iv) sale, use or other transactional taxespaid or payable by such Person as a result of such Disposition, (b) with respect to any condemnation ortaking of such assets by eminent domain proceedings of a Person, cash and cash equivalent proceedsreceived by or for such Person’s account (whether as a result of payments made under any applicableinsurance policy therefor or in connection with condemnation proceedings or otherwise), net of (i) fees,costs and expenses paid to third parties (other than Affiliates) in connection with the collection of suchproceeds, awards or other payments and (ii) taxes paid or payable by such Person as a result of suchcasualty,condemnationortaking,and(c)withrespecttoanyofferingofCapitalStockofaPersonorthe

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issuance of any Indebtedness by a Person, cash and cash equivalent proceeds received by or for suchPerson’s account, net of (i) legal, underwriting, and other fees, costs and expenses paid to third parties(other than Affiliates) and incurred as a result thereof, (ii) transfer taxes paid by such Person or suchSubsidiaryinconnectiontherewithand(iii)netincometaxestobepaidinconnectiontherewith.

“Non-CoreAssets”shallmeantheassetsidentifiedonSchedule 9.04.

“Note” shall mean a promissory note (or amended and restated promissory note) substantially inthe formofExhibit D.

“NoticeofControl”shallhavethemeaningsetforthinSection 8.12(b).

“Obligations”shallmean(a)withrespecttoeachBorrower,allobligations(monetaryorotherwise, whether absolute or contingent, matured or unmatured) of such Borrower arising under or inconnection with any Credit Document or any Warrant Agreement, including all original issue discount,fees, costs, expenses (including fees, costs and expenses incurred during the pendency of any proceedingof the type described in Section 10.01(h), whether or not allowed or allowable in such proceeding) andpremiums payable under any Credit Document, the principal of and interest (including interest accruingduring the pendency of any proceeding of the type described in Section 10.01(h), whether or not allowedor allowable in such proceeding) on the Loans, all indemnification obligations and all obligations to payor reimburse any Secured Party for paying any costs or expenses under any Credit Document, and(b)allother fees to be paid to any Agent or Arranger under the Credit Documents or otherwise, or (bc) withrespect to each Credit Party other than Borrowers, all obligations (monetary or otherwise, whetherabsolute or contingent, matured or unmatured) of such Credit Party arising under or in connection withany Credit Document, all indemnification obligations and all obligations to pay or reimburse any SecuredPartyforpayinganycosts orexpenses underanyCreditDocument.

“OFAC” shall mean the Office of Foreign Assets Control of the United States Department of theTreasury.

“OID” shallhavethemeaningsetforthinSection 12.24.

“Organization Documents” shall mean, (a) with respect to any corporation, the certificate orarticlesofincorporationandthebylaws(orequivalentorcomparableconstitutivedocumentswithrespect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate ofincorporation, constitution or articles of formation or organization and operating agreement (if relevant);and(c) withrespecttoanypartnership,jointventure,trustorotherformofbusinessentity,thepartnership, joint venture or other applicable agreement of formation or organization and, if applicable,any agreement, instrument, filing or notice with respect thereto filed in connection with its formation ororganizationwiththeapplicableGovernmentalAuthorityinthejurisdictionofitsformationororganization and,ifapplicable,anycertificateorarticlesofformationororganizationofsuchentity.

“Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a resultof a present or former connection between such Recipient and the jurisdiction imposing such Tax (otherthanconnectionsarisingfromsuchRecipienthavingexecuted,delivered,becomeapartyto,performed its obligations under, received payments under, received or perfected a security interest under, engaged inany other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in anyLoan orCreditDocument).

“OtherTaxes”shallmeanallpresentorfuturestamp,courtordocumentary,intangible,recording,

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filing or similar Taxes that arise from any payment made under, from the execution, delivery,performance, enforcement or registration of, from the receipt or perfection of a security interest under, orotherwise with respect to, any Credit Document, except any such Taxes that are Other Connection Taxesimposed with respectto an assignment(otherthan an assignmentmade pursuantto Section 12.06).

“Parent” shallhave themeaningsetforth in thePreamble.“Participant”shallhavethemeaningsetforthinSection 12.06(c).

“ParticipantRegister”shallhavethemeaning setforthinSection 12.06(c)(ii).

“PatentSecurityAgreements”shall mean any patent security agreements entered into by aCreditPartyinfavorofCollateralAgent(asrequiredbytheAgreementoranyotherCreditDocument),in each case, as the same may be amended, restated, supplemented or otherwise modified from time totime.

“Patriot Act” shall mean, collectively, the USA Patriot Act (Title III of Pub. L. 107-56 (signedinto law October 26, 2001)), and the Proceeds of Crime (money laundering) and Terrorist Financing Act(Canada).

“PaymentDate”shallmeanthelastBusinessDayofeach calendarmonth.

“Permits” shall mean, with respect to any Person, any permit, approval, authorization, license,registration,certificate,concession,grant,franchise,varianceorpermissionfrom,andanyotherContractual Obligations with, any Governmental Authority, in each case whether or not having the forceoflawandapplicabletoorbindinguponsuchPersonoranyofitspropertyoroperationsortowhichsuch Person oranyofits propertyoroperations is subject.

“Permitted Acquisition” shall mean any Acquisition with respect to which all of the followingconditionsshallhave been satisfied:

(a) the AcquiredBusinessisengagedintheBusiness;

(b) suchAcquisitionshallnotbeaHostileAcquisition;

(c)Parent shall have notified Administrative Agent and Lenders not less than 10days (or such shorter time period as may be agreed to by Administrative Agent) prior to any suchPermitted Acquisition;

(d)if a new Subsidiary is formed or acquired as a result of or in connection withsuch Acquisition, the Borrower shall have complied with the requirements of Section 8.08 in connectiontherewith;

(e)(i)noDefaultorEventofDefaultshallexist,and(ii)theCreditPartiesshallbein compliance with the Financial Performance Covenants recomputed as of the end of the ApplicableFiscalPeriodmostrecentlyendedforwhichfinancialstatementshavebeendeliveredpursuanttoSection

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8.01(a)or8.01(b)aftergivingeffecttosuchAcquisitiononaproformabasis,andParentshallhavedelivered to Administrative Agenta ComplianceCertificate evidencingsuch compliance;

(f) suchAcquisitionwouldnotreasonablybeexpectedtocauseaMaterialAdverse

Effect;and

(g) Parentshallhavedeliveredanyadditionalinformationorothermaterialsrelating

tosuchAcquisition,includingfinancialstatementsoftheAcquiredBusinessandthedocumentsevidencing suchAcquisition(eachinform andsubstancereasonably satisfactory to AdministrativeAgent)thathave been reasonablyrequested byAdministrative Agent.

“PermittedLiens”shallhavethemeaningsetforthinSection 9.02.

“Person” shall mean any individual, partnership, joint venture, firm, corporation, limited liabilitycompany, association, trustorotherenterprise oranyGovernmentalAuthority.

“PhoenixLicenses”meansshall meantheMarijuanaEstablishmentLicenseRegistrationCertificate ID No. 00000093ESRF39774783, and Medical Marijuana Dispensary Registration CertificateID NO.000000028DCGV00174888 and all licenses, permits, permissions and other authorizationsrelating to the Phoenix Licenses-related cannabis operations of the Borrowers issued by the ArizonaDepartment ofHealth Services oranyothergovernmentalagency.

“PhoenixAssets”meansshall meancollectively:thePhoenixLicenses;allcannabisandnon-cannabis inventory, equipment, fixtures and all other personal property located at the dispensary; themanagement rights related to the Phoenix Licenses, and all real property leases, zoning entitlements,product or licensing agreements and all material revenue producing contracts (including all materialvendor and service contracts) related to the Borrowers’ Phoenix Licenses-related cannabis operations,includingretaildispensaryand cultivationoperations.

“PIK Interest Rate” shall mean the rate of 2.75% per annum.“Platform”shallhavethemeaning setforthinSection 12.23.

“PPSA”shallmeanthePersonal Property Security Act (BritishColumbia)oranyotherapplicable Canadian federal or provincial statute pertaining to the granting, perfecting, priority or rankingof Liens on personal property, and any successor statutes, together with any regulations thereunder, ineach case as in effect from time to time, and any reference to any particular section of the PPSA shall beconstrued to also refertoanysuccessorsection thereto.

“Prime Rate” shall mean, for any date of determination, a floating rate equal to the rate publiclyquoted from time to time in The Wall Street Journal’s “Bonds, Rates & Yields” table as the “prime rate”.The Prime Rate shall be determined on the first Business Day of each month for such month.

“PromotionalRights”shallhavethemeaningsetforthinSection 12.16.

“QualifiedCapitalStock”shallmeananyCapitalStockthatisnotDisqualifiedCapitalStock.“RealProperty”shallmean,withrespecttoanyPerson,allright,titleandinterestofsuchPerson

(includinganyleaseholdestate)inandtoaparcelofrealpropertyowned,leasedoroperatedbysuch

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Persontogetherwith,ineachcase,allimprovementsandappurtenantfixtures,equipment,personalproperty,easementsandotherproperty andrightsincidentaltotheownership,leaseoroperationthereof.

“Recipient” shallmean (a)AdministrativeAgentand (b)anyLender.

“[REDACTED]” shall mean [REDACTED] required by [REDACTED] in order for[REDACTED] in effect in [REDACTED], to [REDACTED].

“Red Barn”shallmeanRed BarnGrowers,a New Mexico non-profitcorporation.“Register” shallhave themeaningsetforth inSection 12.06(b)(iii).

“RegulationD”shallmeanRegulationDoftheBoardasfromtimetotimeineffectandanysuccessorto allora portion thereofestablishingreserve requirements.

“RegulationU”shallmeanRegulationUoftheBoardasfromtimetotimeineffectandanysuccessorto allora portion thereofestablishingmargin requirements.

“RegulationX”shallmeanRegulationXoftheBoardasfromtimetotimeineffectandanysuccessorto allora portion thereofestablishingmargin requirements.

“Regulatory Licenses” shall mean (a) each Permit listed on Schedule 7.19 and (b) each PermitrequiredtobeheldbyanyConsolidatedCompany,orthatanyConsolidatedCompanymusthaverightsto use, to conductits Businessin compliance with Applicable Laws.

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates andthedirectors,officers,employees,agents,trustees,advisorsofsuchPersonandanyPersonthatpossesses, directly or indirectly, the power to direct or cause the direction of the management or policiesofsuchPerson, whetherthroughthe abilitytoexercise votingpower,bycontractorotherwise.

“Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying,discharging, injecting, escaping, leaching, dumping, depositing, disposing, emanating or migrating ofHazardousMaterials in theenvironment.

“Replacement Lender” shall mean one or more substitute Lenders reasonably acceptable toAdministrativeAgent.

“Reporting Jurisdictions” shall mean (a) all of the jurisdictions in Canada in which Parent is a“reporting issuer”, including as of the date hereof, the Provinces of British Columbia, Alberta, andOntario and (b) if Parent’s Capital Stock is listed and posting for trading on the New York StockExchange orNasdaq, theapplicable reportingjurisdictions intheUnitedStates.

“Required Lenders” shall mean, at any time when there is more than one Lender, at least twoLenders having Loans and unused Commitments representing greater than 50.00% of the sum of theaggregate Loans and unused Commitments at such time, or at any time when there is only one Lender,such Lender.

“Rescindable Amount” shall have the meaning set forth in Section 4.03(d).

“Restricted Cannabis Activities” shall mean, in connection with the cultivation, distribution, saleandpossessionofcannabisandrelatedproducts:(a)anyactivitythatisnotpermittedunderapplicable

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U.S. State Cannabis Laws; (b) notwithstanding compliance with applicable U.S. State Cannabis Laws,any activity which a Governmental Authority asserts is unlawful under U.S. Federal Cannabis Law andthe applicable Person is enjoined from conducting such activity; (c) distribution and sale of cannabis andrelatedproductstominorsthatisnotapprovedunderaU.S.StateCannabisLaw;(d)paymentsto criminalenterprises,gangs,cartelsandPersonssubjecttoSanctions;(e)non-compliancewithanti-terrorism laws and other Applicable Law relating to money-laundering; (f) diversion of cannabis andrelated products from states where it is legal under U.S. State Cannabis Law to other states; (g) use ofactivities permitted under U.S. State Cannabis Law as a cover or pretext for the trafficking of othercontrolled substances or illegal drugs or other illegal activity; (h) the commission, or making threats, ofviolence and the use of firearms in violation of Applicable Law; (i) drugged driving and other adversepublichealthconsequencesassociatedwiththeuseofcannabisandrelatedproducts;(j)growingcannabis and related products on public lands; and (k) directly or indirectly, aiding, abetting or otherwiseparticipatingin acommon enterprise withanyPerson orPersonsin suchactivities.

“Restricted Debt” shall mean (a) the Indebtedness of any Credit Party existing on the ClosingDate and listed on Schedule 7.24, and (b) any other Indebtedness the repayment of which is expresslysubordinated and made junior to the payment in full of the Obligations and contains terms and conditions(includingtermsrelatingtointerest, fees,repaymentandsubordination)satisfactorytoAgents.

“Restricted Payment” shall mean, with respect to any Person, (a) the declaration or payment ofany dividend on, or the making of any payment or distribution on account of, or setting apart assets for asinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisitionof, any class of Capital Stock of such Person or any warrants or options to purchase any such CapitalStock, whether now or hereafter outstanding, or the making of any other distribution in respect thereof,either directly or indirectly, whether in cash or property, (b) any payment of a management fee (or otherfee of a similar nature) or any reimbursable costs and expenses related thereto by such Person to anyholder of its Capital Stock or any Affiliate thereof and (c) the payment or prepayment of principal of, orpremiumor intereston, anyIndebtedness subordinate to theObligations.

“Resurgent” shallhavethemeaningsetforthinthePreamble.

“RetailManagement”shallhavethemeaningsetforthinthePreamble.

“S&P”shallmeanStandard&Poor’sRatingsServicesoranysuccessorbymergerorconsolidation to its business.

“SalesTrackingSoftware”shallmeanany“seed-to-sale”tracking,point-of-sale,orotherinventoryorsales reportingsoftwareused bythe CreditParties.

“Sanction(s)”shallmeanalleconomicorfinancialsanctionsortradeembargoesimposed,administered or enforced from time to time by (a) the U.S. government, including those administered byOFAC or the U.S. Department of State, (b) the Canadian government, or (c) the United Nations SecurityCouncil,the European Union, any European Union member state or Her Majesty’s Treasury of theUnited Kingdomorotherrelevantsanctionsauthority.

“SEC” shall mean the Securities and Exchange Commission, or any Governmental Authoritysucceedingto anyofits principalfunctions.

“Second Amendment” shall mean that certain Second Amendment to Credit Agreement dated asofNovember18, 2021, amongBorrowers, the Lenders partythereto and Agents.

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“Secured Parties” shall mean, collectively, (a) the Lenders, (b) Agents, (c) the beneficiaries ofeach indemnification obligation undertaken by any Credit Party under the Credit Documents, (d) anysuccessors,endorsees,transfereesandassignsofeachoftheforegoingtotheextentanysuchtransferor

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assignispermittedby thetermsofthisAgreementand(e)anyotherholderofanyObligationorSecuredObligation (as defined in anyapplicable SecurityDocument).

“Security Agreements” shall mean, collectively, the U.S. Security Agreement and the CanadianSecurityAgreement.

“Security Documents” shall mean, collectively, as applicable, the Security Agreements, securityunder 427 of the Bank Act (Canada) executed by the Canadian Credit Parties, the Collateral AccessAgreements,theControlAgreements,thePatentSecurityAgreements,theTrademarkSecurityAgreements, the Copyright Security Agreements, each Mortgage, and each other instrument or documentexecuted and delivered pursuant to this Agreement or any of the Security Documents to guarantee orsecure anyofthe Obligations.

“SolvencyCertificate”shallmeanasolvency certificate,duly executedand deliveredby thechieffinancialofficerofParenttoAdministrativeAgent,informandsubstancereasonablysatisfactoryto Administrative Agent.

“Solvent” shallmean:

(a)with respect to any U.S. Credit Party, at any date, that (i) the sum of suchPerson’s debt (including Contingent Liabilities) does not exceed the present fair saleable value of suchPerson’spresentassets(which,forthispurpose,shallincluderightsofcontributioninrespectofobligationsforwhichsuchPersonhasprovidedaguarantee),(ii)suchPerson’scapitalisnotunreasonably small in relation to its business as contemplated on such date, (iii) such Person has notincurred and does not intend to incur debts including current obligations beyond its ability to generallypay such debts as they become due (whether at maturity or otherwise), and (iv) such Person is “solvent”orisnot“insolvent”,asapplicable,withinthemeaninggiventhattermandsimilartermsunderApplicable Laws relating to fraudulent and other avoidable transfers and conveyances.For purposes ofthis definition, the amount of any Contingent Liability at any time shall be computed as the amount that,in light of all of the facts and circumstances existing at such time, represents the amount that canreasonably be expected to become an actual or matured liability (irrespective of whether such contingentliabilities meetthecriteriaforaccrualunderStatementofFinancialAccountingStandardNo.5);and

(b)with respect to any Canadian Credit Party, at any date, that (i) the aggregateproperty of such Credit Party is sufficient, if disposed of at a fairly conducted sale under legal process, toenable payment of all its obligations, due and accruing due; (ii) the aggregate property of such CreditParty is, at a fair valuation, sufficient to enable payment of all its obligations, due and accruing due; (iii)such Credit Party is able to meet its obligations as they generally become due; and (iv) such Credit Partyhas not ceased paying its current obligations in the ordinary course of business as they generally becomedue.

“Subsequent Funding Dates” shall mean the date of funding of each Loan, if any, that occursafterthe ClosingDate.

“Subsidiary” of any Person shall mean and include (a) any corporation more than 30.00% ofwhose Voting Stock having by the terms thereof power to elect a majority of the directors of suchcorporation (irrespective of whether or not at the time stock of any class or classes of such corporationshall have or might have voting power by reason of the happening of any contingency) is at the timeowned by such Person directly or indirectly through Subsidiaries and (b) any partnership, limited liabilitycompany,association,jointventureorotherentityinwhichsuchPersondirectlyorindirectlythroughoneormoreSubsidiarieshasmorethan(i)a30.00%equityinterestmeasuredbyeithervoteorvalueat

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the time or (ii) a 30.00% general partnership interest at the time.   Unless otherwise expressly provided,all references herein to a Subsidiary shall mean a Subsidiary of Parent and shall exclude all Subsidiariesthatare Excluded Subsidiaries.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings(includingbackupwithholding),assessments,feesorotherchargesimposedbyanyGovernmentalAuthority, includinganyinterest,additionstotax orpenaltiesapplicable thereto.

“TerminationDate”shallmeanthedateonwhichtheLoansandtheotherObligations(otherthan Unasserted Contingent Obligations) shall have been paid in full in cash in accordance with the termsofthisAgreement.

“Third Amendment” shall mean that certain Third Amendment to Credit Agreement dated as ofthe Third Amendment Effective Date, among Borrowers, the Lenders and Agents.

“Third Amendment Effective Date” shall mean January 26, 2022.

“Third Amendment Initial Funding Date” shall mean the date on which all of the conditions toclosing and funding set forth in Section 5.01 have been satisfied, or waived in accordance with Section12.01, which date is expected to be on or about March 1, 2022.

“Total Credit Exposure” shall mean, as of any date of determination (a) with respect to eachLender, (i) prior to the termination of the Commitments, the sum of such Lender’s Commitment plus theoutstanding principal amount of such Lender’s Loans or (ii) upon the termination of the Commitments,the outstanding principal amount of such Lender’s Loans and (b) with respect to all Lenders, (i) prior tothe termination of the Commitments, the sum of all of the Lenders’ Commitments plus the aggregateoutstandingprincipalamountofallLoansand(ii)upontheterminationoftheCommitments,theaggregate outstandingprincipalamountofallLoans.

“Trademark Security Agreements” shall mean the Trademark Security Agreements made infavor of Collateral Agent and the Lenders by each applicable Credit Party and any trademark securityagreemententeredintoaftertheClosing Date(asrequiredby theAgreementorany otherCreditDocument), in each case, as the same may be amended, restated, supplemented or otherwise modifiedfromtime to time.

“Transactions” shall mean the funding of the Loans pursuant hereto and the use of the proceedsthereofandallothertransactions contemplatedbyordescribed inthe CreditDocuments.

“TreasuryRegulations”shallmeantheUnitedStatesTreasuryregulationspromulgatedunderthe Code.

“U.S.” and“UnitedStates”shallmeanthe UnitedStatesofAmerica.

“U.S.BankruptcyCode”shallmeantheUnitedStatesBankruptcyCode(11U.S.C.Section101

etseq.).

“U.S.CreditParty”shallmeananyCreditPartyorganizedandexistingunderthelawsoftheUnited States oranystate orsubdivision thereof.

“U.S.FederalCannabisLaw”shallmeananyfederallawsoftheUnitedStatestreatingcannabisand related products as illegaloras controlled substances.

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“U.S.Person”shallmeananypersonthatisa“UnitedStatesPerson”asdefinedinSection 7701(a)(30)ofthe Code.

“U.S. Security Agreement” shall mean that certain Security Agreement dated as of the ClosingDate, by and among each Credit Party party thereto and Collateral Agent for the benefit of the SecuredParties.

“U.S. State Cannabis Law” shall mean any law enacted by any state of the United States whichlegalizescannabisandrelatedproductsinsomeformandwhichimplementsstrongandeffectiveregulatoryandenforcementsystemstocontrolthecultivation,distribution,saleandpossessionofcannabis and related products.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 4.04(f)(ii)(B)(3).“UCC”shallmeantheUniformCommercialCodeasfromtimetotimeineffectinthestateof

Illinoisandany otherapplicablejurisdiction.

“Unasserted Contingent Obligations” shall mean, at any time, Obligations for taxes, costs,indemnifications, reimbursements, damages and other liabilities in respect of which no assertion ofliability (whether oral or written) and no claim or demand for payment or indemnification (whether oralorwritten)has been made orthreatened.

“UnfinancedCapitalExpenditures”shallmean,astoanyBorrower,aCapitalExpenditurenotfunded with(a)the proceedsofIndebtednessor(b)theproceeds oftheissuanceofCapitalStock.

“VerdantGrove” shallhave themeaningsetforth in thePreamble.“Vireo Arizona” shallhave the meaningsetforth in thePreamble.

“VireoCharmCity”shallmeanVireoofCharmCity,LLC,aMarylandlimitedliabilitycompany.

“Vireo de Puerto Rico” shallhave the meaningsetforthin the Preamble.

“Vireo Health” shallhavethe meaningsetforthin thePreamble.

“Vireo Massachusetts”shallhavethemeaningsetforthinthe preamble.

“Vireo Minnesota” shallhave the meaningsetforth inthePreamble.

“VireoNevada”shallhavethemeaningsetforthinthePreamble.

“Vireo NM” shallhave the meaningsetforth in thePreamble.

“Vireo NY” shallhavethe meaningsetforth in thePreamble.

“Vireo PR” shallhavethe meaningsetforthin the Preamble.

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“Voting Stock” shall mean, with respect to any Person, shares of such Person’s Capital Stockhaving the right to vote for the election of directors (or Persons acting in a comparable capacity) of suchPerson underordinarycircumstances.

“Warrant Agreements” shall mean, collectively, those certain Warrant Agreements executed bythe Borrowers party thereto for the issuance of Warrant Shares to, or as directed by, AdministrativeAgent, each Lender, each Participant and any designee thereof, in form and substance satisfactory toAdministrative Agentand Lenders.

“WarrantShares”shallhavethe meaningsetforthinthe WarrantAgreements.“Withholding Agent”shallmeananyCreditPartyandAdministrative Agent.“Xaas” shallhave the meaningsetforthin the Preamble.

SECTION1.02Other Interpretive Provisions.WithreferencetothisAgreementandeachotherCreditDocument, unlessotherwise specified hereinorin suchotherCreditDocument:

(a)The meanings of defined terms are equally applicable to the singular and pluralforms ofthe defined terms. Anypronoun used shallbe deemed to coverallgenders.

(b)The words “herein”, “hereto”, “hereof” and “hereunder” and words of similarimport when used in any Credit Document shall refer to such Credit Document as a whole and not to anyparticularprovision thereof.

(c)Preamble, Article, Section, Exhibit and Schedule references are to the CreditDocumentin whichsuch referenceappears unless otherwisespecificallyprovided.

(d)The term “including” is by way of example and not limitation, and the term “or”has, exceptwhereotherwise indicated,theinclusivemeaningrepresentedbythephrase“and/or.”

(e)The term “documents” includes any and all instruments, documents, agreements,certificates, notices, reports, financial statements and other writings, however evidenced, whether inphysicalorelectronic form.

(f)In the computation of periods of time from a specified date to a later specifieddate, the word “from” means “from and including”; the words “to” and “until” each mean “to butexcluding”;and the word “through” means “to andincluding”.

(g)Section headings herein and in the other Credit Documents are included forconvenienceofreferenceonlyandshallnotaffecttheinterpretationofthisAgreementoranyotherCreditDocument.

(h)AllreferencesinanyCreditDocumenttotheconsentordiscretionof,orapproval by any Agent or Lender, shall be deemed to mean the consent of or approval by such Agent orLender in its sole and absolute discretion, except as otherwise expressly provided in the applicable CreditDocument.

(i)A Default or an Event of Default shall be deemed to exist at all times during theperiod commencing on the date that such Default or Event of Default occurs to the date on which suchDefault or Event of Default is waived in writing pursuant to this Agreement or, with respect to anyDefault, is cured within any period of cure expressly provided in this Agreement. Whenever in anyprovision of this Agreement or any other Credit Document any Agent or any Lender is authorized to takeordeclinetotakeanyaction(includingmakinganydetermination)intheexerciseofits“discretion,”

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suchprovisionshallbeunderstoodtomeanthatsuchAgentorsuchLendermaytakeorrefraintotakesuch action in its sole and absolutediscretion.

(j)Anyreferencehereintoamerger,transfer,consolidation,amalgamation,assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by alimited liability company, or an allocation of assets to a series of a limited liability company (or theunwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation,assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person.Any division of a limited liability company shall constitute a separate Person hereunder (and eachdivision of any limited liability company that is a Subsidiary, Credit Party, joint venture or any other liketermshallalso constitute such aPerson orentity).

(k)Where the context so requires, any term defined in this Agreement by referenceto the “UCC” shall also have any extended, alternative or analogous meaning given to such term in thePPSAwhen used in relationto anyCollateralsubjecttothe PPSA.

(l)Whenever any provision in any Credit Document refers to the knowledge (or ananalogous phrase) of any Credit Party or officer thereof, such words are intended to signify that the chiefexecutiveofficer,thechieffinancialofficer,thechiefoperatingofficer,thechiefadministrativeofficeror general counsel of Parent has actual knowledge or awareness of a particular fact or circumstance orthat such person, if they had exercised reasonable diligence, would have known or been aware of suchfactorcircumstance.

SECTION 1.03 Accounting Terms and Principles.Allaccounting termsnotspecifically orcompletelydefinedhereinshallbeconstruedinconformitywith,andallfinancialdata(includingfinancialratiosandotherfinancialcalculations)requiredtobesubmittedpursuanttothisAgreementshallbepreparedinconformitywith,GAAP,appliedinaconsistentmanner.Nochangeintheaccounting principles used in the preparation of any financial statement hereafter adopted by Parent orany of its Subsidiaries shall be given effect for purposes of measuring compliance with any provision ofArticle IX, including Section 9.14, or otherwise in this Agreement unless Parent, Administrative Agentand Required Lenders agree in writing to modify such provisions to reflect such changes in GAAP and,unlesssuchprovisionsaremodified,allfinancialstatements,ComplianceCertificatesandsimilardocuments provided hereunder shall be provided together with a reconciliation between the calculationsand amounts set forth therein before and after giving effect to such change in GAAP.Notwithstandingany other provision contained herein, all terms of an accounting or financial nature used herein shall beconstrued, and all computations of amounts and ratios referred to in Article IX shall be made, withoutgiving effect to any election under Accounting Standards Codification 825-10 (or any other FinancialAccountingStandardhavingasimilarresultoreffect)tovalueanyIndebtednessorotherliabilitiesofanyCreditPartyoranySubsidiaryofanyCreditPartyat“fairvalue”.AbreachofaFinancialPerformanceCovenantshallbedeemedtohaveoccurredasofanydateofdeterminationbyAdministrative Agent or Required Lenders as of the last day of any specified measurement period,regardless of when the financial statements reflecting such breach are delivered to any Agent.Anythingin this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whetherexisting as of the Closing Date or entered into after the Closing Date) that is not (or would not be)required to be classified and accounted for as a capital lease on the balance sheet of such Person underGAAP as in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as aresult of (x) the adoption of any changes in, or (y) changes in the application of, GAAP after the ClosingDate.

SECTION 1.04 Rounding.Any financial ratios required to be maintained or complied with bytheCreditPartiespursuanttothisAgreement(orrequiredtobesatisfiedinorderforaspecificactionto

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be permitted under this Agreement) shall be calculated by dividing the appropriate component by theother component, carrying the result to one place more than the number of places by which such ratio isexpressed herein and rounding the result up or down to the nearest number (with a rounding-up if there isno nearestnumber).

SECTION 1.05 References to Agreements, Laws, Etc.Unless otherwise expressly providedherein, (a) references to Organization Documents, agreements (including this Agreement and each of theother Credit Documents) and other Contractual Obligations shall be deemed to include all subsequentamendments, restatements, amendment and restatements, extensions, supplements, renewals and othermodificationsthereto,butonlytotheextentthatsuchamendments,restatements,amendmentandrestatements, extensions, supplements, renewals and other modifications are permitted by the termshereof and thereof; and (b) references to any Applicable Law shall include all statutory and regulatoryprovisionsconsolidating,amending,replacing,supplementing,implementingorinterpretingsuchApplicable Lawand anysuccessororreplacementstatutes and regulations.

SECTION 1.06 Times of Day.Unless otherwise specified, all references herein to times of dayshallbereferences to thetime in Chicago, Illinois.

SECTION 1.07 Timing of Payment of Performance.When the payment of any obligation or theperformance of any covenant, duty or obligation is stated to be due or performance required on a daywhich is not a Business Day, the date of such payment or performance shall extend to the immediatelysucceeding Business Day.All payments required hereunder shall be paid in immediately available fundsunless otherwise expresslyprovided herein.

SECTION 1.08 Corporate Terminology.Any reference to officers, shareholders, stock, shares,directors, boards of directors, corporate authority, articles of incorporation, bylaws or any other suchreferences to matters relating to a corporation made herein or in any other Credit Document with respectto a Person that is not a corporation shall mean and be references to the comparable terms used withrespectto such Person.

ARTICLE II

Amount and Terms of Loans

SECTION 2.01 Loans.Subject to and upon the terms and conditions herein set forth, eachLender having a Commitment shall, severally (and not jointly), make one or more Loans to Borrowers,whichLoans(x)whenaggregatedwitheachotherLoanmadehereunder(butexcluding,fortheavoidanceofdoubt,allPIKInterestthatispaidinkindanddeemedtobeapartoftheprincipalamountof the Loans), shall be in an amount not to exceed the Aggregate Commitment and (y) for each Lender,when aggregated with each other Loan made by such Lender hereunder (but excluding, for the avoidanceof doubt, all PIK Interest that is paid in kind to such Lender and deemed to be a part of the principalamount of the Loans), shall be in an amount not to exceed, for each Lender, such Lender’s Commitment,as follows:

(a) on the ClosingDate, Loans intheaggregate amountof$26,000,000;

(b) on November 18, 2021, the Dispensary Loans;

(c)on one or more Subsequent Funding Dates during the period commencing on theThird Amendment Initial Funding Date and ending on December 30, 2022, Delayed Draw Loans in theaggregate amount of up to $25,000,000 to be made pursuant to the draw schedule attached hereto asSchedule 2.01(c), which Schedule may be modified with the consent of Administrative Agent in its

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discretion; provided that: (i) on the Third Amendment Initial Funding Date, Borrowers may draw anadditional amount equal to the fees and expenses paid or to be paid by Borrowers to Agents, Arrangerand the Lenders on or prior to such date; (ii) the aggregate amount to be advanced on one otherSubsequent Funding Date pursuant to this Section 2.01(c) may, at the option of Borrowers, be increasedto $5,000,000; (iii) the draw amounts on Schedule 2.01(c) shall be reduced by an aggregate amount equalto the sum of each amount in excess of $3,000,000 advanced pursuant to each of clauses (i) and (ii)above, such reduction to be applied in inverse chronological order until such aggregate amount isexhausted;and(iv)theaggregateamounttobeadvancedononeSubsequentFundingDate(whichmaybe the same as the Subsequent Funding Date referred to in clause (ii) above) pursuant to this Section2.01(c) may, at the option of Borrowers, be increased by an additional $3,000,000;

(d)on January 3, 2023 (or such other date to which Administrative Agent agrees inits discretion), Delayed Draw Loans in the aggregate amount of up to $10,000,000; provided that suchamount shall be reduced to $7,000,000 in the event Borrowers elect to increase a prior draw as providedin Section 2.01(c)(iv);

(e)on one or more Subsequent Funding Dates on or about the date which [REDACTED] are due (or such other date to which Administrative Agent agrees in its discretion),Delayed Draw Loans in an aggregate amount not to exceed $20,000,000; and

(f)(b)ononeormoreSubsequentFundingDates,upontherequestofBorrowersandasapprovedby AdministrativeAgentandLendersintheirdiscretion,Loansin theaggregate amountofupto$20,000,000,theproceedsofwhichshallbeusedbyBorrowerstofinanceacquisitionsmadebya CreditParty ontermsandsubjectto conditions satisfactory to Lenders in their discretion, or for suchotherpurposesasmaybeconsentedtobytheLendersintheirdiscretion,includingthat(i)ParentissuesWarrantAgreements,informandsubstancesatisfactorytoAdministrativeAgent,oneachSubsequentFundingDateevidencingWarrantSharesinanaggregateamountequalto20.00%warrantcoveragebased on thegrossamountoftheLoans advanced on such SubsequentFunding Date and with a strikeprice pershare equalto thevolume weightedaverageprice ofa shareofParent’sCapitalStockforthe 10trading-dayperiodendingonthedateimmediatelyprecedingsuchSubsequentFundingDate,and(ii)BorrowersissueNotesintheaggregateamountoftheincreasedAggregateCommitment.TheCreditPartiesacknowledgeandagreethatanyLoansdisbursedonaSubsequentFundingDatepursuanttothisSection 2.01(bf)shallbemadeinthesoleandabsolutediscretionofAdministrativeAgentandLenders.NoLendershallhaveanyobligationtomakeanyLoanunderthisSection 2.01(bf).ThisSection 2.01(bf)shallnotconstituteacommitmentonthepartofAdministrativeAgentoranyLendertomakeany Loansunderand pursuantto thisSection 2.01(bf).TheAggregate Commitmentshallbedeemed increasedas ofeachSubsequentFundingDatebytheaggregateamountoftheLoansmadeonsuchSubsequentFundingDate.

(c)EachLoanmayberepaidorprepaidinaccordancewiththeprovisionshereof,butonce repaid orprepaid maynotbe reborrowed.

SECTION2.02Disbursement of Funds; Original Issue Discount.

(a)IfalltheconditionssetforthinSection 5.01totheeffectivenessofthisAgreement are met prior to 10:00 a.m. on the Business Day immediately prior to the Closing Date, then,each Lender will make available its pro rata portion of the Loans to be made on the Closing Date in themanner provided below no later than 2:00 p.m. on the Closing Date.If all the conditions set forth inSection 5.02aremetpriorto 10:00a.m. on the BusinessDay immediately priorto an applicableSubsequentFundingDate,then,eachLenderwillmakeavailableitspro rata portionoftheLoanstobe

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madeonsuchSubsequentFundingDateinthemannerprovidedbelownolaterthan2:00p.m.onsuchSubsequentFundingDate.

(b)Each Lender shall make available all amounts it is to fund to Borrowers inimmediately availablefundstoAdministrativeAgent,and,following receiptthereofin an accountdesignated by Administrative Agent by the applicable time set forth in Section 2.02(a), AdministrativeAgent will remit such amounts by 4:00 p.m., in immediately available funds and in Dollars to Borrowers,byremittingthesametosuchPersonsandsuchaccountsasmaybedesignatedbyParenttoAdministrative Agent in writing.The failure of any Lender to make available the amounts it is to fund toBorrowers hereunder or to make a payment required to be made by it under any Credit Document shallnot relieve any other Lender of its obligations under any Credit Document, but no Lender shall beresponsible for the failure of any other Lender to make any payment required to be made by such otherLenderunderanyCreditDocument.

(c)Nothing in this Section 2.02 shall be deemed to relieve any Lender from itsobligation to fulfill its commitments and obligations hereunder or to prejudice any rights that Borrowersmay have against any Lender as a result of any default by such Lender hereunder (it being understood,however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitmentsand obligations hereunder).

(d)EachofBorrowersand Lendersagrees that, on the Closing Date, Borrowersshall receive proceeds of such Loans based on a purchase price of 97.00% of the principal amountthereof.For the avoidance of doubt, on the Closing Date each Lender shall advance to Borrowers anamountequalto97.00%ofitsratableshareofallLoansrequestedbyBorrowersasoftheClosingDatein exchange for Borrowers’ obligations to repay in full the face amount of such Loans, plus interestaccrued thereon in accordance with theterms hereof.

(e)Each of Borrowers and Lenders agrees that on each Subsequent Funding Date,Borrowers shall receive proceeds of such Loans based on the Future Loan Purchase Ratio for suchSubsequent Funding Date.For the avoidance of doubt, on each such Subsequent Funding Date eachLendershalladvancetoBorrowersanamountequaltotheFutureLoanPurchaseRatioofitsratableshareofallLoansrequestedbyBorrowersasofsuchSubsequentFundingDateinexchangeforBorrowers’ obligations to repay in full the face amount of such Loans, plus interest accrued thereon inaccordance with the terms hereof.

SECTION2.03Payment of Loans; Evidence of Debt.

(a)      BorrowersagreetopaytoAdministrativeAgent,forthebenefitoftheLenders,

(i)commencing on March 31,20222023, and on each Payment Date occurring thereafter, a principalrepayment in an amount equal to the Amortization Amount on such Payment Date; and (ii) the remainingoutstanding principal and interest due on the Loans on the Maturity Date, the Dispensary Loan MaturityDate or the Delayed Draw Term Loan Maturity Date, as applicable,oruponsuchearlierdateonwhichthe Obligations are accelerated pursuant to the terms of this Agreement.Notwithstanding anything to thecontrary in this Section 2.03(a), no principal shall be due and payable with respect to the DispensaryLoans until November 30, 2022. Commencing on November 30, 2022, and on each Payment Dateoccurring thereafter, the Amortization Amount due and payable on each such date shall include theAmortization Amount with respect to the Dispensary Loans. The remaining outstanding balance of theDispensaryLoan shallbedue and payableon the DispensaryLoan MaturityDate.

(b)EachLendershallmaintaininaccordancewithitsusualpracticeanaccountoraccountsevidencingtheIndebtednessofBorrowerstotheappropriatelendingofficeofsuchLender

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resulting from each Loan made by such lending office of such Lender from time to time, including theamounts of principal and interest payable and paid to such lending office of such Lender from time totimeunderthis Agreement.

(c)Borrowers agree that from time to time on and after the Closing Date, upon therequest to Administrative Agent by any Lender, at Borrowers’ own expense, Borrowers will execute anddeliver to such Lender a Note evidencing the Loans, and payable to such Lender or registered assigns in amaximumprincipalamountequaltosuchLender’sapplicableCommitment.Notwithstandingtheforegoing, in no event shall Borrower be required to execute Notes with an aggregate principal amountgreater than the Aggregate Commitment.Administrative Agent shall maintain the Register pursuant toSection 12.06(b)(iii), and a subaccount for each Lender, in which Register and subaccounts (takentogether) shall be recorded (i) the amount of each Loan made hereunder, (ii) the amount of any principalorinterestdueandpayableortobecomedueandpayablefrom BorrowerstoeachLenderhereunderand

(iii) the amount of any sum received by Administrative Agent from Borrowers and each Lender’s sharethereof.Notwithstanding the foregoing, in no event may any Lender request a Note more than four timesin anycalendaryear.

(d)In addition to the foregoing, each Borrower hereby irrevocably promises to payall Obligations, including the outstanding aggregate principal amount of the Loans and interest and feeswith respect to the foregoing, as the same become due and payable hereunder and, in any event, on theMaturity Date, the Dispensary Loan Maturity Date or the Delayed Draw Term Loan Maturity Date, asapplicable.

SECTION2.04Interest.

(a)The unpaid principal amount of the Loans shall bear interest from the ClosingDate or the relevant Subsequent Funding Date, as applicable, at (i) with respect to the Dispensary Loans,theDispensaryLoanCashInterestRate,or(ii)withrespecttotheotherLoans,theCashInterestRate,and shall be due and payable in cash monthly on each Payment Date, in arrears, with the first installmentbeingpayable on the lastdayofthe firstmonth followingtheClosingDate.

(b)TheunpaidprincipalamountoftheLoansshallalsobearinterestfrom theClosingDateortherelevantSubsequentFundingDate,asapplicable,at(i)withrespecttotheDispensaryLoans,theDispensaryLoanPIKInterestRate,or(ii)otherwise,thePIKInterestRate,andshallbedueandpayableinkindmonthlyoneachPaymentDate,inarrears,withthefirstinstallmentbeingpayableonMarch31,2021.OneachPaymentDate,suchpaidinkindinterestthatisaccruedandunpaidandthathasnotbeenpreviouslyaddedtotheprincipalamountoftheLoansshallbeadded,andamountssoaddedshallthereafterbedeemedtobeapartoftheprincipalamountoftheLoans.Notwithstandingtheforegoing,Borrowersmayelect,oneachPaymentDate,topaytheinterestaccruingatthePIKInterestRateortheDispensaryPIKInterestRateincashonsuchPaymentDateifnoDefaultorEventofDefaulthasoccurredand is continuing.Borrowers shallgive Administrative Agentnotice ofanysuch election atleastthreeBusiness Days priorto the applicable PaymentDate.

(c)Interest shall accrue on each Loan for the day on which the Loan is made, andshall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid,provided that any Loan that is repaid on the same day on which it is made shall, subject to Section4.03(a), bearinterestforone day.

(d)From andaftertheoccurrenceandduring thecontinuanceofany Event ofDefault, upon notice by Administrative Agent or Collateral Agent to Parent, Borrowers shall pay interestontheprincipalamountofallLoansandallotherunpaidObligations,totheextentpermittedby

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Applicable Law, at the Default Rate, which Default Rate shall accrue from the date of such Event ofDefault (regardless of the date of notice of the imposition of the Default Rate) until waived in writing andshall be payable on demand and paid (i) with respect to interest accruing at the PIK Interest Rate or theDispensaryPIKInterestRate, in kind, and (ii)otherwise, incash.

(e) AllcomputationsofinteresthereundershallbemadeinaccordancewithSection

4.05.

SECTION 2.05Multiple Borrowers.

(a)Itistheintentoftheparties to this Agreement that Borrowers shall be jointlyand severally obligated hereunder and under the Notes, as co-borrowers under this Agreement and asco-makers of the Notes, in respect of the principal of and interest on, and all other amounts owing inrespect of, the Loans and the Notes. Each Borrower hereby (i) jointly and severally and irrevocably andunconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with theotherBorrowerswithrespecttothepaymentandperformanceofalloftheObligationshereunder,itbeing the intention of the parties hereto that all such Obligations shall be the joint and several obligationsofeachBorrowerwithoutpreferencesordistinctionamongthem andthattheobligationsofeachBorrowerhereundershallbeunconditionalirrespectiveofany circumstancewhatsoeverthatmightotherwise constitute a legal or equitable discharge or defense of a guarantor or surety, and (ii) furtheragreesthatifanysuchObligationsarenotpaidinfullwhendue(whetheratstatedmaturity,asmandatory prepaymentorcash collateralization, by acceleration or otherwise), Borrowers will, jointlyandseverally,promptlypaythesame,withoutanydemandornoticewhatsoever.EachBorroweracknowledgesandagreesthatthedeliveryoffundstoanyBorrowerunderthisAgreementshallconstitute valuable consideration and reasonably equivalent value to all Borrowers for the purpose ofbindingthemand theirassets ona jointandseveralbasisfortheObligations hereunder.

(b)EachBorrowerexpresslywaivesanyandallrightsofsubrogation,reimbursement, indemnity, exoneration, contribution of any other claim which such Borrower may nowor hereafter have against the other Borrowers or any other Person directly or contingently liable for theObligationshereunder,oragainstorwithrespecttoany otherBorrowers’property (including anyproperty which is Collateral for the Obligations), arising from the existence or performance of thisAgreement,untilterminationofthisAgreementandrepaymentandperformanceinfulloftheObligations.

SECTION 2.06 Borrower Representative. Each Borrower, by its execution of this Agreement,irrevocably appoints the Borrower Representative to act on its behalf as its agent in relation to the CreditDocuments and irrevocablyauthorizes:

(a)TheBorrowerRepresentative,onsuchBorrower’sbehalf,tosupplyallinformation concerning itself contemplated by this Agreement to Agents and Lenders and to give andreceiveallnotices,instructionsandothercommunications,tosignallcertificates,tomakesuchagreements and to effect the relevant amendments, supplements, variations and waivers capable of beinggiven, made or effected by any Borrower, notwithstanding that they may affect such Borrower, withoutfurtherreference to orthe consentofsuch Borrower;and

(b)Agents and Lenders to give any notice, demand or other communication to suchBorrower pursuant to the Credit Documents to the Borrower Representative, and in each case suchBorrowershallbeboundasthoughsuchBorroweritselfhadgiventhenoticesandinstructionsor

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executedormadetheagreementsoreffectedtheamendments,supplementsorvariations,orreceivedtherelevantnotice, demand orothercommunication.

Everyact,omission,agreement,undertaking,settlement,waiver,amendment,supplement,variation,notice,instructionorothercommunicationgivenormadebyBorrowerRepresentative or given to Borrower Representative under any Credit Document on behalf of anotherBorrower (whether or not known to any other Borrower and whether occurring before or after such otherBorrower became a Borrower under any Credit Document) shall be binding for all purposes on suchBorrower as if such Borrower had expressly agreed, executed, made, given or concurred with it orreceived the relevant notice, demand or other communication. In the event of any conflict between anynotices or other communications of Borrower Representative and any other Borrower, those of BorrowerRepresentative shallprevail.

SECTION2.07Fees.

(a)To induce Administrative Agent and the Lenders to enter into the ThirdAmendment and for the Lenders to extend the Loans under Section 2.01(e), Borrowers agree to pay toAdministrative Agent, or at its direction, an origination fee to be due and payable as follows:on eachSubsequent Funding Date for such Loans, if any, an amount equal to 1.00% of the aggregate amount ofsuch Loans advanced on such Subsequent Funding Date. For the avoidance of doubt, this fee shall be netfunded on each applicable Subsequent Funding Date.

(b)All fees to be paid to Administrative Agent or any Lender under or in connectionwith the Transactions: shall be fully earned by Administrative Agent and each Lender when due andpayable; shall not be subject to rebate, refund or proration under any circumstances; are and shall bedeemed to be for compensation for services; and are not, and shall not be deemed to be, interest or anyother charge for the use, forbearance or detention of money. All amounts chargeable to Borrowers underthis Section 2.07 shall be Obligations secured by the Collateral and shall be payable on demand toAdministrative Agent, on behalf of Administrative Agent and Lenders.

ARTICLE III

Mandatory Reduction of Commitments

SECTION 3.01 Mandatory Reduction of Commitments.The Commitments shall be permanentlyreduced by the amount of each Loan made on the Closing Date and on each Subsequent Funding Datethereafter.

ARTICLE IV

Payments

SECTION4.01Voluntary Prepayments.

(a)Borrowersshallhavetherightto prepay the outstanding remaining balance oftheLoansinwholeorinpartfullonthefollowing termsandconditions:(i) BorrowersshallgiveAdministrative Agent written notice (or telephonic notice promptly confirmed in writing) of(A) its intentto make such prepaymentand (B) the amount of such prepayment, no later than5:00 p.m. 1590calendardayspriortothedateofsuchprepayment,andwhich noticeshallpromptlybetransmittedbyAdministrative Agent to each of therelevant Lenders, as the case may be; (ii) each such prepayment shallbe in an amount equal to no less than $1,000,000; and (iiiii) such prepayment may only be made on thelastBusiness Dayof a calendarmonth.

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(b)Any voluntary prepayment of the Loans hereunder that is made prior to theMaturity Date,the Dispensary Loan Maturity Date or the Delayed Draw Term Loan Maturity Date, asapplicable,orany payment upon acceleration in accordance with Section 10.02 (including, for theavoidance of doubt, in connection with an Event of Default under Section 10.01(a), 10.01(h) or 10.01(j))and, for the avoidance of doubt, any refinancing of the Loans) shall be accompanied by all accruedinterest on the amount prepaid, together withany applicabletheMake-Whole Amount or, the DelayedDraw Term Loan Make-Whole Amount and theDispensaryLoanMake WholeMake-WholeAmount.

SECTION4.02Mandatory Prepayments.

(a) Types of Mandatory Prepayments.

(i)WithinfiveBusinessDaysofthereceiptbyanyCreditPartyoranyofits Subsidiaries of any Net Cash Proceeds from the incurrence of any Indebtedness by any Credit Party oranyofitsSubsidiaries(otherthanIndebtednesspermittedunderSection 9.01),Borrowersshallprepaythe Loans in an amount equal to 100.00% of such Net Cash Proceeds, to be applied as set forth in Section4.02(c).Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event ofDefaultarising from any incurrenceof Indebtedness not permitted under the terms of this Agreement.AnymandatoryprepaymentoftheLoansmadepursuanttothisSection 4.02(a)(i)shallbeaccompaniedby all accrued interest on the amount prepaid, together with theapplicable Make-Whole Amount or, theDelayed Draw Term Loan Make-Whole Amount and theDispensary LoanMake WholeMake-WholeAmount.

(ii)WithinfiveBusinessDaysofthereceiptbyanyCreditPartyoranyofits Subsidiaries of any Net Cash Proceeds from any Disposition (other than any Disposition permittedunder Section 9.04(d), Section 9.04(e) or Sections 9.04(g) through 9.04(n)), Borrowers shall prepay theLoans in an amount equal to 100.00% of the Net Cash Proceeds from such Disposition, to be applied asset forth in Section 4.02(c); provided, however, that no prepayment shall be required to the extent theaggregate amount of such Net Cash Proceeds does not exceed $3,500,000 in any calendar year; andprovided, further, that, notwithstanding the foregoing proviso, the prepayment of the Loans required fromBorrowers in connection with any Disposition of the Capital Stock issued by Resurgent or its assets shallbe the lesser of (a) the amount of the Net Cash Proceeds received in connection with any Disposition toany Person other than a Credit Party and (b) $250,000.Nothing in this Section 4.02(a)(ii) shall beconstrued to permit or waive any Default or Event of Default arising from any Disposition not permittedunder the terms of this Agreement.Any mandatory prepayment of the Loans made pursuant to thisSection 4.02(a)(ii) shall be accompanied by all accrued interest on the amount prepaid, together with theapplicableMake-WholeAmountor, the Delayed Draw Term Loan Make-Whole Amount and theDispensaryLoanMake WholeMake-WholeAmount.

(iii)WithinfiveBusinessDaysofthereceiptbyanyCreditPartyoranyofits Subsidiaries of any Net Cash Proceeds from any Casualty Event, Borrowers shall prepay the Loans inan amount equal to 100.00% of such Net Cash Proceeds, to be applied as set forth in Section 4.02(c);providedthatBorrowersmay,attheiroptionbynoticeinwritingtoAdministrativeAgentnolaterthan90 days following the occurrence of the Casualty Event resulting in such Net Cash Proceeds, apply suchNet Cash Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets orpropertysolongassuchNetCashProceedsareinfactusedtocommencetherebuildingorreplacementof the damaged, destroyed or condemned assets or property within 270 days following the receipt of suchNet Cash Proceeds, with the amount of Net Cash Proceeds unused after such period to be applied as setforth in Section 4.02(c).Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive anyDefaultorEventofDefaultarisingfrom,directlyorindirectly,anyCasualtyEvent.

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(iv)WithinfiveBusinessDaysofthereceiptbyanyCreditPartyoranyofits Subsidiaries of any proceeds from any Extraordinary Receipts, Borrowers may, if no Event of Defaulthas occurred and is continuing, and shall, if an Event of Default has occurred and is continuing, prepaythe Loans in an amount equal to 100.00% of such Extraordinary Receipts, to be applied as set forth inSection 4.02(c).Nothing in this Section 4.02(a)(iv) shall be construed to permit or waive any Default orEventofDefaultarising, directly orindirectly, from any eventorcircumstance giving rise to anyExtraordinaryReceipts.

(v)Immediately upon any acceleration ofany of theMaturity Date of anyLoanspursuanttoSection 10.02,BorrowersshallrepayalloftheLoans,unlessonlyaportionofallofthe Loansis soaccelerated (inwhichcase theportion soacceleratedshallberepaid).

(b)Option to Decline Prepayment.Notwithstanding anything to the contrary herein,any mandatory prepaymentpursuantto Section 4.02(a)may bedeclined in whole or in part by anyLender without prejudice to such Lender’s rights hereunder to accept or decline any future payments inrespect of any mandatory prepayment.If a Lender chooses not to accept payment in respect of amandatory prepayment, in whole or in part, the other Lenders that accept such mandatory prepaymentshall have the option to share such proceeds on a pro rata basis (and if declined by all Lenders, suchdeclined proceeds shall be retained by Borrowers).Each Lender shall have until the Business Dayimmediately preceding the Business Day on which such prepayment is due in order to decline suchprepayment (and any election by a Lender delivered prior to such Business Day can be rescinded by suchLender at its discretion until such Business Day).If a Lender chooses not to accept payment in respect ofanymandatoryprepaymentrequiredtobemadeunderSection 4.02(a),inwholeorinpart,noMake-WholeAmount, Delayed Draw Term Loan Make-Whole AmountorDispensary LoanMakeWholeMake-WholeAmount shall accrue or be due in respect to the prepayment amount declined by suchLender.

(c)Application of Payments.WithrespecttoeachprepaymentoftheLoansrequired by Section 4.02(a), the amounts prepaid shall be applied, so long as no Application Event shallhave occurred and be continuing, first to pay any fees and expenses of Agents and the Lenders under theCredit Documents until paid in full, second to any accrued and unpaid interest on the Loans until paid infullandthereaftertotheoutstandingprincipalontheLoanuntiltheLoansare paidinfull.

(d)Application of Collateral Proceeds.Notwithstanding anything to the contrary inSection 4.01 or this Section 4.02, all proceeds of Collateral received by Collateral Agent or any otherPerson pursuant to the exercise of remedies against the Collateral, and all payments received upon andafter the acceleration of the maturity of any of the Obligations following the occurrence of an Event ofDefault (an “Application Event”) shall be applied as follows (subject to adjustments pursuant to anyagreements entered into amongthe Lenders):

(i)first,topayanycostsandexpensesofAgents(intheirrespectivecapacity asAgent)andfeesthen due to Agents (in their respective capacity as AgentcapacitiesasAgents) under the Credit Documents or otherwise, including any indemnities then due to any Agents (intheirrespective capacityas Agent)undertheCreditDocuments,untilpaid infull,

(ii)second, to pay any fees then due, or to be paid,to Agents (in theirrespectivecapacity as Agentcapacities as Agents) under the Credit Documentsor otherwise until paid infull,

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(iii)third,ratablytopayanycosts,expensereimbursements,feesorpremiums of the Lenders and indemnities then due to any of the Lenders under the Credit Documentsuntilpaid in full,

(iv) fourth,ratablytopayinterestdueinrespectoftheoutstandingLoans

untilpaidinfull,

(v)fifth,ratablytopaytheoutstanding principalbalanceoftheLoansintheinverse orderofmaturityuntiltheLoansare paid in full,

(vi) sixth,topayanyotherObligations,and

(vii)seventh,toBorrowersorsuchotherPersonentitledtheretounder

ApplicableLaw.

SECTION4.03Payment of Obligations; Method and Place of Payment.

(a)The obligations of each Credit Party hereunder and under each other CreditDocument are not subject to counterclaim, set-off, right of rescission, recoupment or deduction of anykind.   Subject to Section 4.03(b), and except as otherwise specifically provided herein, all paymentsunderanyCreditDocumentshallbemadebyBorrowers,withoutcounterclaim,set-off,rightofrescission, recoupment or deduction of any kind, to Administrative Agent for the ratable account of theSecured Parties entitled thereto, not later than 5:00 p.m. on the date when due and shall be made inimmediately available funds in Dollars to Administrative Agent.Administrative Agent will thereaftercause to be distributed on the same day (if payment was actually received by Administrative Agent priorto 5:00 p.m. on such day) like funds relating to the payment of principal or interest or Fees ratably to theSecured Parties entitled thereto.

(b)For purposes of computing interest or fees, any payments under this Agreementthat are made later than 5:00 p.m., shall be deemed to have been made on the next succeeding BusinessDay.Whenever any payment to be made hereunder shall be stated to be due on a day that is not aBusiness Day, the due date thereof shall be extended to the next succeeding Business Day and, withrespect to payments of principal, interest shall continue to accrue during such extension at the applicablerate in effectimmediatelypriorto such extension.

(c)Borrowers shall make each payment under any Credit Document by wire transferto such deposit account as Administrative Agent shall notify Parent in writing from time to time within areasonable time priorto such payment.

(d)Unless Administrative Agent shall have received notice from Borrowers prior tothe date on which any payment is due to Administrative Agent for the account of the Lenders hereunderthat Borrowers will not make such payment, Administrative Agent may assume that Borrowers havemade such payment on such date in accordance herewith and may, in reliance upon such assumption,distribute to the applicable Lenders, as the case may be, the amount due. With respect to any paymentthat Administrative Agent makes for the account of the Lenders hereunder as to which AdministrativeAgent determines (which determination shall be conclusive absent manifest error) that any of thefollowing applies (such payment referred to as the “Rescindable Amount”): (i) Borrowers have not infact made such payment; (ii) Administrative Agent has made a payment in excess of the amount so paidby Borrowers (whether or not then owed); or (iii) Administrative Agent has for any reason otherwiseerroneously made such payment, then each applicable Lender severally agrees to repay to AdministrativeAgent forthwith on demand the amount so distributed to such Lender, in immediately available funds

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with interest thereon, for each day from and including the date such amount is distributed to it to butexcludingthedateofpaymenttoAdministrativeAgent,atthegreateroftheFederalFundsRateandarate determined by Administrative Agent in accordance with banking industry rules on interbankcompensation.

SECTION4.04Taxes.

(a)Any and all payments by or on account of any obligation of any Credit Partyunder any Credit Document shall be made without deduction or withholding for any Taxes, except asrequired by Applicable Law.If any Applicable Law (as determined in the good faith discretion of anapplicable Withholding Agent) requires the deduction or withholding of any Tax from any such paymentby a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deductionor withholding and shall timely pay the full amount deducted or withheld to the relevant GovernmentalAuthority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sumpayable by the applicable Credit Party shall be increased as necessary so that after such deduction orwithholding has been made (including such deductions and withholdings applicable to additional sumspayable under this Section 4.04) the applicable Recipient receives an amount equal to the sum it wouldhave received had no such deduction orwithholdingbeenmade.

(b)The Credit Parties shall timely pay, and shall authorize Administrative Agent topay in their name, to the relevant Governmental Authority in accordance with Applicable Law, or at theoption of Administrative Agent timely reimburse it for the payment of, any Other Taxes. As soon aspracticable after the date of any payment of Taxes or Other Taxes by any Credit Party, the Credit Partiesshall furnish to Agent, at its address referred to in Section 12.02, the original or a certified copy of areceiptevidencingpaymentthereoforotherevidenceofpaymentreasonablysatisfactorytoAdministrativeAgent.

(c)TheCreditPartiesshalljointlyandseverallyindemnifyeachRecipient,within10 days after demand therefor, for the full amount of any Indemnified Taxes (including IndemnifiedTaxes imposed or asserted on or attributable to amounts payable under this Section 4.04) payable or paidby such Recipient or required to be withheld or deducted from a payment to such Recipient and any costsand expenses arising therefrom or with respect thereto, if and to the extent such Indemnified Taxes werecorrectlyand legallyimposed orasserted bythe relevantGovernmentalAuthority.

(d)EachLendershallseverallyindemnifyAdministrativeAgent,within10daysafterdemandtherefor,for(i)anyIndemnifiedTaxesattributabletosuchLender(butonlytotheextentthatanyCreditPartyhasnotalreadyindemnifiedAdministrativeAgentforsuchIndemnifiedTaxesandwithoutlimitingtheobligationoftheCreditPartiestodoso),(ii)any TaxesattributabletosuchLender’sfailuretocomplywiththeprovisionsofSection 12.06(c)relatingtothemaintenanceofaParticipantRegisterand(iii)anyExcludedTaxesattributabletosuchLender,ineachcase,thatarepayableorpaidby Administrative Agentin connection with any CreditDocument, andany costsandexpensesarisingtherefrom orwithrespectthereto,whetherornotsuchTaxeswerecorrectlyorlegally imposedorassertedbytherelevantGovernmentalAuthority.Acertificateastotheamountofsuchpaymentorliability deliveredtoany Lenderby AdministrativeAgentshallbeconclusiveabsentmanifest error.Each LenderherebyauthorizesAdministrativeAgenttosetoffandapplyanyand allamountsatanytimeowingtosuchLenderunderanyCreditDocumentorotherwisepayablebyAdministrativeAgenttotheLenderfromanyothersourceagainstany amountduetoAdministrativeAgentunderthisSection4.04(d).

(e)AssoonaspracticableafteranypaymentofTaxesbyanyCreditPartytoaGovernmentalAuthoritypursuanttothisSection 4.04,suchCreditPartyshalldelivertoAdministrative

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AgenttheoriginaloracertifiedcopyofareceiptissuedbysuchGovernmentalAuthorityevidencingsuch payment, a copy of the return reporting such payment or other evidence of such payment reasonablysatisfactoryto Administrative Agent.

(f) Status of Lenders.

(i)AnyLenderthatisentitledtoanexemptionfromorreductionofwithholding Tax with respect to payments made under any Credit Document shall deliver to Parent andAdministrative Agent, at the time or times reasonably requested by Parent or Administrative Agent, suchproperly completed and executed documentation reasonably requested by Parent or Administrative Agentas will permit such payments to be made without withholding or at a reduced rate of withholding.Inaddition, any Lender, if reasonably requested by Parent or Administrative Agent, shall deliver such otherdocumentation prescribed by Applicable Law or reasonably requested by Parent or Administrative Agentas will enable Borrowers or Administrative Agent to determine whether or not such Lender is subject tobackup withholding or information reporting requirements.Notwithstanding any other provision of thisSection 4.04(f), a Lender shall not be required to deliver any form that such Lender is not legally eligibleto deliver.

(ii) Withoutlimitingthegeneralityoftheforegoing,

(A)any Lender that is a U.S. Person shall deliver to Parent andAdministrative Agentonorpriortothedateon which such Lender becomes a Lender under thisAgreement (and from time to time thereafter upon the reasonable request of Parent or AdministrativeAgent),executedcopiesofIRSFormW-9certifyingthatsuchLenderisexemptfromU.S.federalbackup withholdingtax;

(B)any Foreign Lender shall, to the extent it is legally entitled to doso, deliver to Parent and Administrative Agent (in such number of copies as shall be requested by therecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement(and from time to time thereafter upon the reasonable request of Parent or Administrative Agent),whicheverofthe followingis applicable:

(1)in the case of a Foreign Lender claiming the benefits ofan income tax treaty to which the United States is a party (x) with respect to payments of interest underany Credit Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest”articleofsuchtaxtreatyand(y)withrespecttoany otherapplicablepaymentsunderany CreditDocument, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from,or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” articleofsuch tax treaty;

(2) executedcopiesof IRSFormW-8ECI;

(3)in the case of a Foreign Lender claiming the benefits ofthe exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect thatsuch Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10percent shareholder” of Parent within the meaning of Section 881(c)(3)(B) of the Code, or a “controlledforeign corporation” described in Section 881(c)(3)(C) of the Code in customary form consistent with theModelCreditAgreementProvisionsoftheLoanSyndicationsandTradingAssociation(a“U.S.Tax

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Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, asapplicable;or

(4)totheextentaForeignLenderisnotthebeneficialowner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BENor IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate, IRS Form W-9, or othercertificationdocumentsfromeachbeneficialowner,asapplicable;providedthatiftheForeignLenderisapartnershipandoneormoredirectorindirect partners ofsuch Foreign Lender are claiming theportfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate onbehalfofeach such directand indirectpartner;

(C)any Foreign Lender shall, to the extent it is legally entitled to doso, deliver to Parent and Administrative Agent (in such number of copies as shall be requested by therecipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement(and from time to time thereafter upon the reasonable request of Parent or Administrative Agent),executed copies of any other form prescribed by applicable law as a basis for claiming exemption from orareductioninU.S.federalwithholdingTax,dulycompleted,togetherwithsuchsupplementarydocumentation as may be prescribed by applicable law to permit Borrowers or Administrative Agent todetermine the withholdingordeduction required to bemade;and

(D)ifapaymentmadetoaLenderunderany CreditDocumentwould be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail tocomply with the applicable reporting requirements of FATCA (including those contained in Section1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Parent and AdministrativeAgent at the time or times prescribed by law and at such time or times reasonably requested by Parent orAdministrative Agent such documentation prescribed by applicable law (including as prescribed bySection 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Parentor Administrative Agent as may be necessary for Borrowers and Administrative Agent to comply withtheir obligations under FATCA and to determine that such Lender has complied with such Lender’sobligations under FATCA or to determine the amount to deduct and withhold from such payment.SolelyforpurposesofthisSection 4.04(f)(ii)(D),“FATCA”shallincludeanyamendmentsmadetoFATCAafterthe date ofthis Agreement.

EachLenderagreesthatifanyformorcertificationitpreviouslydeliveredexpiresorbecomesobsoleteor inaccurate in any respect, it shall update such form or certification or promptly notify Parent andAdministrative Agentin writingofits legalinabilityto do so.

(g)If any Recipient determines, in its discretion exercised in good faith, that it hasreceivedarefundofany Taxesastowhichithasbeenindemnified pursuant to this Section 4.04(including by the payment of additional amounts pursuant to this Section 4.04), it shall pay to theindemnifying party an amount equal to such refund (but only to the extent of indemnity payments madeunder this Section 4.04 with respect to the Taxes giving rise to such refund), net of all costs and expenses(including Taxes) of such indemnified party and without interest (other than any interest paid by therelevant Governmental Authority with respect to such refund).   Such indemnifying party, upon therequest of such indemnified party, shall repay to such indemnified party the amount paid over pursuant tothis Section 4.04(g) (plus any penalties, interest or other charges imposed by the relevant GovernmentalAuthority)intheeventthatsuchindemnifiedpartyisrequiredtorepaysuchrefundtosuchGovernmental Authority.Notwithstanding anything to the contrary in this Section 4.04(g), in no eventwillthe indemnified party berequired to pay any amount to an indemnifying party pursuant to thisSection 4.04(g) the payment of which would place the indemnified party in a less favorable net after-TaxpositionthantheindemnifiedpartywouldhavebeeniniftheTaxsubjecttoindemnificationandgiving

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rise to such refund had not been deducted, withheld or otherwise imposed and the indemnificationpayments or additional amounts with respect to such Tax had never been paid.This Section 4.04(g) shallnotbeconstruedtorequire any indemnified party to make available its Tax returns (or any otherinformationrelating toitsTaxesthatitdeemsconfidential)totheindemnifying party orany otherPerson.

(h)Each party’s obligations under this Section 4.04 shall survive the resignation orreplacement of Administrative Agent or any assignment of rights by, or the replacement of, a Lender, andthe repayment, satisfaction ordischarge ofallobligationsunderanyCreditDocument.

SECTION 4.05 Computations of Interest and Fees.   All interest and fees shall be computed onthebasisoftheactualnumberofdaysoccurring during the period for which such interestor fee ispayable over a year comprised of 365 days.For the purposes of the Interest Act (Canada) or anysuccessor or similar legislation, whenever any interest or fee under this Agreement is calculated using arate based on a period other than a calendar year or similar expression, such interest rate, fee or otheramount shall be determined pursuant to such calculation, when expressed as an annual rate, is equivalentto such rate as determined multiplied by the actual number of days in the calendar year in which theperiod for which such interest or fee is payable (or compounded) ends and divided by the number of dayscomprising such other period.Each determination by Administrative Agent of an interest rate and Feeshereunder shall be presumptive evidence of the correctness of such rates and Fees, absent manifest error.Payments due on a day that is not a Business Day shall (except as otherwise required by AdministrativeAgent) be made on the immediately preceding Business Day and such reduction of time shall not beincluded in computinginterestand fees in connectionwith thatpayment.

SECTION4.06Maximum Interest.

(a)Innoeventwhatsoevershallinterestandotherchargeschargedhereunderexceed the highest rate permissible under applicable law.In the event interest and other charges ascomputed hereunder would otherwise exceed the highest rate permitted under applicable law: (i) theinterest rates hereunder will be reduced to the maximum rate permitted under applicable law; (ii) suchexcess amount shall be first applied to any unpaid principal balance owed by Borrowers; and (iii) if thethen remaining excess amount is greater than the previously unpaid principal balance, the applicableLendershallpromptly refund such excess amountto Borrowers and the provisions hereof shall bedeemed amended to provide forsuch permissible rate.

(b)If the amount of any interest, premium, fees or other monies or any rate ofintereststipulatedfor,taken,reservedorextractedundertheCreditDocumentswouldotherwisecontravene the provisions of Section 347 of the Criminal Code (Canada), Section 8 of the Interest Act (Canada) or any successor or similar legislation (including any usury law in the U.S.), or would exceedthe amounts which any Lender is legally entitled to charge and receive under any law to which suchcompensation is subject, then such amount or rate of interest shall be reduced to such maximum amountas would not contravene such provision; and to the extent that any excess has been charged or receivedsuch Lender shall apply such excess against the outstanding Loans and refund any further excess amountto the applicable Borrower.

(c)If any provision of this Agreement or any other Credit Document would obligateBorrowers or a Credit Party to make any payment of interest or other amount payable to any Lender in anamount or calculated at a rate which would be prohibited by law or would result in a receipt by anyLenderofinterestatacriminalrate(asconstruedundertheCriminal Code (Canada)),thennotwithstandingthatprovision,thatamountorrateshallbedeemedtohavebeenadjustedwithretroactiveeffecttothemaximumamountorrateofinterest,asthecasemaybe,aswouldnotbeso prohibitedbylaworresultinareceiptbysuchLenderofinterestatacriminalrate,theadjustmenttobeeffected, to the extent

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necessary, as follows:

(i)first, by reducing the amount or rate of interest required to be paid tosuch Lenderunderthis Section 4.06;and

(ii)thereafter,byreducinganyfees,commissions,premiumsandotheramounts required to be paid to such Lender which would constitute interest for purposes of the Criminal Code (Canada)orotherapplicable law;

providedthat,notwithstandingtheforegoing,andaftergivingeffecttoalladjustments contemplated thereby, if any Lender receives an amount in excess of the maximum permittedby the Criminal Code (Canada) or other Applicable Law, then Borrowers shall be entitled, by notice inwriting to such Lender, to obtain reimbursement from such Lender in an amount equal to the excess, andpending reimbursement, the amount of the excess shall be deemed to be an amount payable by suchLenderto Borrowers and shallbe promptlypaidto Borrowers.

Any amount or rate of interest referred to in this Agreement shall be determinedin accordance with generally accepted actuarial practices and principles as an effective annual rate ofinterest over the term that any Loan remains outstanding on the assumption that any charges, fees orexpenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, ifthey relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-ratedovertheperiod from theearlierofthedateofadvance and the Closing Date to the relevant MaturityDate, the Dispensary Loan Maturity Date or the Delayed Draw Term Loan Maturity Date, as applicable,and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed byAdministrative Agentshallbeconclusive forthe purposesofthatdetermination.

ARTICLE V

Conditions Precedent to Loans

SECTION 5.01Closing DateInitial Delayed Draw Term Loans.   The obligation of each LendertomaketheDelayed Draw Term LoansontheClosingThird Amendment Initial FundingDateasprovided for hereunder is subject to the fulfillment, to the satisfaction of Agents and each Lender, of eachof the following conditions precedent on or before the ClosingThird Amendment Initial FundingDate,unless anysuch conditionis waived in accordancewith Section 12.01:

(a)Third Amendment.   Each Borrower shall have affirmed its execution of theThirdAmendmentandeachoftheotherCreditDocumentsitexecutedontheThirdAmendmentEffective Date in writing.

(b)(a)Credit Documents.Administrative Agent shall have received the followingdocuments, duly executed by an Authorized Officer of each applicable Credit Party and each otherrelevantparty:

(i)thisAgreementamended and restated Notes reflecting the increase in theAggregate Commitment pursuant to the Third Amendment;

(ii) an amendment to each of theNotesMortgages;

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(iii)updated Schedules to the Credit Agreement, the US Security Agreementand, if there have been any changes thereto since the Closing Date, the Schedules to the CanadianSecurityAgreement;and

(iii)aMortgagewithrespecttotheMarylandRealPropertiesandtheMassachusetts RealProperty;

(iv) the WarrantAgreements;

(v) theInformationCertificate;

(iv)(vi)thea ratification and confirmation of anyotherSecurityDocuments;andif reasonably required by Administrative Agent.

(vii)each otherCreditDocument.

(c) (b)CollateralLienSearches;UCC andPPSA Filings.

(i)AllCapitalStock ofeachCreditParty andSubsidiary (otherthan Parent)shall have been pledged pursuant to the Security Documents and Collateral Agent shall have received allcertificates, if any, representing such securities pledged under the Security Documents, accompanied byinstruments oftransferand undated stockpowers endorsed in blank.

(ii)All Indebtedness in an aggregate amount exceeding $500,000 that is owed toany of the Credit Parties (other than any Indebtedness of another Credit Party) and evidenced by one ormorepromissorynotesshallhavebeenpledgedpursuanttotheSecurityDocuments,andCollateralAgentshallhavereceivedoriginalexecutedversionsofallsuchpromissorynotes,togetherwithinstruments oftransferwith respectthereto endorsedin blank.

(i)(iii) Collateral Agent shall have received the results of a search of theUCC filings, PPSA registrations and equivalent filings, as applicable, in addition to tax Lien, judgmentLien, bankruptcy and litigation searches made with respect to each Credit Party, together with copies ofthe financing statements, PPSA registrations and other filings (or similar documents) disclosed by suchsearches,andaccompaniedbyevidencereasonablysatisfactorytoCollateralAgentthattheLiensindicated in any such financing statement, PPSA registration and other filings (or similar document) arePermitted Liens or have been released or will be released substantially simultaneously with the making ofthe Loans hereunder.

(ii)(iv)CollateralAgentshallhavereceivedevidence,informandsubstancereasonablysatisfactorytoCollateralAgent,thatappropriateUCCfinancingstatements(including fixture filings), PPSA registrations or equivalent filings, as applicable, have been duly filed insuch office or offices as may be necessary or, in the opinion of Collateral Agent, desirable, to perfectCollateral Agent’s Liens in and to the Collateral and certified searches reflecting the filing of all suchfinancingstatements and PPSAregistrations.

(d) (c)Legal Opinions.

(i)Administrative Agent shall have received an executed legal opinion ofStinsonDLA PiperLLP (US), counsel to the US Credit Parties, which opinion shall be addressed toAgents and the other Secured Parties and shall be in form and substance reasonably satisfactory toAdministrativeAgent.

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(ii)Administrative Agent shall have received an executed legal opinion ofMcMillanDLA Piper (Canada)LLP, counsel to the Canadian Credit Parties, which opinion shall beaddressedtoAgentsandtheotherSecuredPartiesandshallbeinform andsubstancereasonablysatisfactoryto Administrative Agent.

(iii)Administrative Agent shall have receivedan executed legalopinion ofFunk & Bolton P.A., special Maryland counsel to MaryMed, which opinionopinionsof such otherattorneysof the Credit Parties as reasonably requested by Administrative Agent, which opinionsshall beaddressedtoAgentsandtheotherSecuredPartiesandshallbeinform andsubstancereasonablysatisfactoryto Administrative Agent.

(e)(d)Officer’s Certificates.Administrative Agent shall have received a certificatefor each Credit Party, dated theClosingThird Amendment Initial FundingDate, duly executed anddelivered byan Authorized Officerofsuch CreditParty, asto:

(i)resolutions of each such Person’s board of managers/directors (or othermanagingbody,inthecaseofaPersonthatisnotacorporation)theninfullforceandeffectexpresslyand specifically authorizing, to the extent relevant, all aspects of the Credit Documents applicable to suchPersonandtheexecution,delivery and performance of each Credit Document, in each case, to beexecuted bysuch Person;

(ii)the incumbency and signatures of its Authorized Officers and any otherof its officers, managing member or general partner, as applicable, authorized to act with respect to eachCredit Document to be executed by such Person and a list of all officers and directors of the CreditParties;

(iii)each such Person’s Organization Documents, as amended, modified orsupplemented as ofClosingThird Amendment Initial FundingDate, certified by the appropriate officer orofficialbodyofthejurisdiction oforganizationofsuch Person;and

(iv)eachsuchPerson’sinvestorrightsagreements,votingagreements,registration rights agreements and otherstockholders agreements, ifany,

which certificates shall provide that each Secured Party may conclusively rely thereon until it shall havereceived a further certificate of an Authorized Officer of the applicable Person canceling or amending thepriorcertificate ofsuch Personas provided in Section 8.01(l).

(f)(e)Other Documents and Certificates.Administrative Agent shall have receivedthe following documents and certificates, each of which shall be dated theClosingThird AmendmentInitial FundingDate and duly executed by an Authorized Officer of each applicable Credit Party, in formand substance reasonablysatisfactoryto Administrative Agent:

(i)a certificate of an Authorized Officer of Parent, certifying as to suchitems as reasonablyrequested byCollateralAgent,including:

(A)thereceiptofallrequiredapprovalsandconsentsofallGovernmental Authorities and other third parties, if applicable, with respect to the consummation of theTransactionsandtheoperationoftheCreditParties’business,eachofwhichshallbeattachedtheretoand certified as beingtrue,complete and correctcopiesthereof,

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(B)both before and after giving effect to the Transactions, includingthe borrowing oftheLoanson theClosingThird Amendment Initial FundingDate, (1)no DefaultorEvent of Default shall have occurred, (2) no default, event of default or material breach under anyMaterial Contract by Parent or its Subsidiaries shall have occurred and (3) each such Material Contractremains in full force and effect and no Credit Party or Subsidiary has received any notice of terminationornon-renewalfromthe otherpartythereto, and

(C)therepresentationsandwarrantiessetforth in Article VII aretrue and correct in all material respects (except that such materiality qualifier shall not be applicable toany representations and warranties that already are qualified or modified by materiality in the textthereof);

(ii)(A)certificatesofgoodstandingorletterofstatus(orthelocalequivalentthereof,ifapplicable)withrespecttoeachCreditParty,eachdatedwithinarecentdatepriorto theClosingThird Amendment Initial FundingDate, such certificates to be issued by the appropriateofficer or official body of the jurisdiction of organization of such Credit Party, which certificate shallindicate that such Credit Party is in good standing in such jurisdiction, and (B) certificates of goodstanding (or the local equivalent thereof, if applicable) with respect to each Credit Party, each datedwithin a recent date prior to theClosingThird Amendment Initial FundingDate, such certificates to beissuedbytheappropriateofficerofthejurisdictionswheresuchCreditPartyisqualifiedtodobusinessas a foreign entity, which certificate shall indicate that such Credit Party is in good standing in suchjurisdictions;and

(iii)a disbursement letter detailing the planned distribution of proceeds fromthe Loansand afundsflowmemorandumdetailingthe sourcesanduses oftheTransactions.

(g)(f)Solvency.AdministrativeAgentshallbereasonablysatisfiedthattheConsolidated Companies, after incurring the Loans, will be Solvent and Administrative Agent shall havereceived and shall be reasonably satisfied with a Solvency Certificate of an Authorized Officer of Parent,onbehalfoftheCreditParties,confirming theConsolidatedCompanies,aftergiving effectto theTransactions, are Solvent.

(g)Financial Information.AdministrativeAgentshallhavereceivedunauditedconsolidated balance sheets of Parent, and the related unaudited statements of income and retainedearnings, for the 10-, 11- and 12-month periods ending October 31, 2020, and November 30, 2020, andthe information setforththerein shallbe satisfactoryto Administrative Agent.

(h)Payment of Outstanding Indebtedness.(i) On the ClosingThird AmendmentInitial FundingDate,theCreditPartiesandeachoftheirrespectiveSubsidiariesshallhavenooutstandingIndebtednessotherthantheLoanshereunderandtheIndebtedness(ifany)listedonSchedule

7.24or otherwise permitted by Section 9.01, and Administrative Agent shall have received copies of alldocumentation and instruments evidencing the discharge of all Indebtedness paid off in connection withthe Transactions and the transactions contemplated by this Agreement, and (ii) all Liens (other thanPermitted Liens) securing payment of any such Indebtedness shall have been released and AdministrativeAgent shall have received pay-off letters, all form UCC-3 and PPSA termination statements, all releasesor terminations of intellectual property security agreements and other instruments as may be reasonablyrequested byAdministrative Agentin connection therewith.

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(i)Material Adverse Effect.Administrative Agent shall have determined that (i) noMaterial Adverse Effect has occurred since December 31, 2019, and (ii) no Material Adverse Effect shalloccurfromgivingeffectto the Transactions.

(j)Fees, Expenses and Interest.EachofAgentsandtheLendersshallhavereceived, for its own respective account, (i) all fees and expenses due and payable to such Person and (ii)costsandexpensesdue and payable to such Person pursuant Section 12.05 (including the reasonablefees, disbursements and othercharges ofcounsel).

(k)Patriot Act Compliance and Reference Checks.Administrative Agent shall havereceived completed reference checks with respect to each Credit Party’s senior management, and anyrequired Patriot Act compliance, the results of which are satisfactory to Administrative Agent in itsdiscretion.

(l)Due Diligence.AdministrativeAgentshallhavecompletedandbereasonablysatisfied its business, legal, and collateral due diligence on Parent and its Subsidiaries, including (i)corporate, capital and legal structure of Parent and its Subsidiaries, (ii) securities, labor, insurance, tax,litigation and environmental matters, (iii) review of all third party reports and (iv) an independent qualityofearningsreport,thirdpartyaccountingreview,andtheresultsofBorrowers’pipelineandbacklog.

(m)Material Contracts.Administrative Agent shall have received copies of (i) anyagreement or other document evidencing any Restricted Debt and (ii) each other Material Contract ofeach Consolidated Company (if written), and, in each case, the results of Administrative Agent’s reviewthereofshallbe reasonablysatisfactorytoAdministrative Agent.

(k) (n)No Default, Representations and Warranties and No Injunctions.

(i) No DefaultorEventofDefaultshallhave occurredand becontinuing.

(ii)All representations and warranties of the Credit Parties set forth in thisAgreement and the other Credit Documents are true and correct in all material respects (other than suchrepresentationsandwarrantiesthatarealready qualifiedby materiality,MaterialAdverseEffectorsimilar language, in which case such representations and warranties shall be true and correct in allrespects)on theClosingThird Amendment Initial FundingDate.

(iii)Noinjunction,writ,restrainingorder,orotherorderofanynaturerestricting or prohibiting, directly or indirectly, the Transactions shall have been issued and remain inforce byanyGovernmentalAuthorityagainstanyCreditParty, anyAgentoranyLender.

(iv)There shall be no order or injunction or pending litigation that couldreasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, taken as awhole, andnopendinglitigationseekingto prohibit,enjoinorpreventanyofthe Transactions.

(l)(o)Maryland Real Property and Massachusetts Real Property.AdministrativeAgent shall have received, with respect to the Maryland Real Property and the Massachusetts RealProperty,eachofthefollowing,informandsubstancereasonablysatisfactorytoAdministrativeAgent:

(i)evidence that a counterpart of a Mortgage with respect to such RealProperty hasbeenrecorded, orthatarrangements forrecording reasonably satisfactory to CollateralAgenthavebeenmade,intheplacenecessary,inCollateralAgent’sreasonablejudgment,tocreatea

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validandenforceablefirstpriorityLieninfavorofCollateralAgentforthebenefitofitselfandtheotherSecured Parties;

(ii)a title commitment with respect to the Mortgage for such Real Property,if not delivered in connection with such Mortgage, and, with respect to any existing title policiesdelivered in connection with such Mortgage, updated title policies reflecting the Delayed Draw TermLoans,ALTA or other mortgagee’s title insurance policy with respect to such Mortgage or, if such policyisunavailableinthedeterminationofAgentsintheirdiscretion,atitleopinionorsuchothersubstitutefor such title insurance policy as determined by Agents in their reasonable discretion; provided, however,that Collateral Agent may agree to allow this requirement or any part hereof to be satisfied post-closingin its discretion.

(iii)an ALTA survey prepared by a surveyor reasonably acceptable to CollateralAgent and certified to Collateral Agent and the issuer of the title insurance policy in a manner reasonablysatisfactoryto CollateralAgent;

(iv)azoningreportandenvironmentalsiteassessmentreflectingsuchRealProperty’s compliance with Applicable Law;and

(v)ifsuchRealPropertyisinafloodzone,afloodnotificationformsignedbyParentandevidencethatfloodinsuranceisinplaceforthebuildingsandtheircontentslocatedthereon.

SECTION 5.02 Loans Made after Closing Date.The obligation of each Lender to make theLoans on each Subsequent Funding Date (other than the Third Amendment Initial Funding Date) asprovided for hereunder is subject to the fulfillment, to the satisfaction of each Agent and each Lender, ofeach of the following conditions precedent on or before such Subsequent Funding Date, unless any suchcondition is waived in accordance with Section 12.01:

(a)Loan Amounts.TheaggregateprincipalamountofLoansmadeoneachSubsequent Funding Date shall, when aggregated with the original principal amount of all other Loansfunded hereunder (but excluding, for the avoidance of doubt, all PIK Interest that is paid in kind to suchLender and deemed to be a part of the principal amount of the Loans pursuant to Section 2.04(b)), not bemorethan the Aggregate Commitment.

(b)Documents and Certificates.AdministrativeAgentshallhavereceivedthefollowing documents and certificates, each of which, unless otherwise expressly indicated below, shall bedated as of the applicable Subsequent Funding Date and duly executed by an Authorized Officer of eachapplicable CreditParty,informandsubstancereasonablysatisfactorytoAdministrativeAgent:

(i)notlessthan9015days(or such shorter amount of time to whichAdministrativeAgent agrees in its discretion) prior to the proposed Subsequent Funding Date for theLoans available to Borrowers pursuant to Section 2.01(bc), Section 2.01(d) or Section 2.01(e), a writtenrequest for such Loans intheformand substance acceptableprovidedby Parentto Administrative Agentand setting forth, among other things, (A)unless such Loans are requested pursuant to Section 2.01(d),the proposedSubsequentFundingDate,and(B)the aggregateprincipalamountofsuchrequestedLoan;

(ii)not less than 90 days prior to the proposed Subsequent Funding Date forthe Loans available to Borrowers pursuant to Section 2.01(f), a written request for such Loans in theform provided by Parent to Administrative Agent and setting forth, among other things, (A) the proposedSubsequent Funding Date and (B) the aggregate principal amount of such requested Loan;

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(iii)(ii)acertificateofanAuthorizedOfficerofParent,onbehalfofBorrowers, certifyingas tosuch items asreasonablyrequested byAgents,including:

(A)both before and after giving effect to the borrowing of suchLoans on such Subsequent Funding Date, no Default or Event of Default shall have occurred and becontinuing;

(B)the representations and warranties of the Credit Parties set forthin this Agreement and the other Credit Documents are true and correct in all material respects (other thansuch representations and warranties that are already qualified by materiality, Material Adverse Effect orsimilar language, in which case such representations and warranties shall be true and correct in allrespects) on the date of such request and such Subsequent Funding Date; provided, however, that thoserepresentationsandwarrantiesexpressly referring toaspecificdateshallbetrueand correctin allmaterial respects (other than such representations and warranties that are already qualified by materiality,Material Adverse Effect or similar language, in which case such representations and warranties shall betrue and correctin allrespects)asofsuch date;

(C)if the Loans are being advanced pursuant to Section 2.01(f),evidencethattheCreditPartiesshallbeincompliancewith theFinancialPerformance Covenantsrecomputed as of the end of the Applicable Fiscal Period most recently ended for which financialstatements have been delivered pursuant to Section 8.01(a) or 8.01(b) after giving effect to the requestedLoan on a pro forma basis;and

(iv)(iii)if the Loans are being advanced pursuant to Section 2.01(f), acertificate detailing the planned distribution of proceeds from the Loans and a funds flow memorandum(prepared by Administrative Agent) detailing the sources and uses of such Loan, each of which shall beacceptable to Administrative Agent.

(c)Solvency.AdministrativeAgentshallbereasonablysatisfiedthattheConsolidated Companies, after incurring the Loans, will be Solvent and Administrative Agent shall havereceived and shall be reasonably satisfied with a Solvency Certificate of an Authorized Officer of Parent,onbehalfoftheCreditParties,confirming theConsolidatedCompanies,aftergiving effectto theincurrence ofsuch Loans, are Solvent.

(d)Material Adverse Effect.Administrative Agent shall have determined that (i) noMaterial Adverse Effect has occurred since December 31, 2019, and (ii) no Material Adverse Effect shalloccurfromgivingeffectto the Transactions.

(e)Fees, Expenses and Interest.EachofAgentsandtheLendersshallhavereceived, for its own respective account, (i) all fees and expenses due and payable to such Personhereunder and (ii) the fees, costs and expenses due and payable to such Person pursuant Section 12.05(includingthereasonable fees,disbursements and otherchargesofcounsel).

(f) No Default, Representations and Warranties and No Injunctions.

(i) No DefaultorEventofDefaultshallhave occurredand becontinuing;

(ii)all representations and warranties made by each Credit Party containedherein or in the other Credit Documents shall be true and correct in all material respects (except that suchmaterialityqualifiershallnotbeapplicabletoanyrepresentationsandwarrantiesthatalreadyarequalifiedormodifiedbymaterialityinthetextthereof),ineachcase,withthesameeffectasthoughsuch

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representations and warranties had been made on and as of the Subsequent Funding Date (except wheresuch representations and warranties expressly relate to an earlier date, in which case such representationsand warranties shall have been true and correct in all material respects as of such earlier date (except thatsuch materiality qualifier shall not be applicable to any representations and warranties that already arequalified ormodified bymaterialityin thetextthereof));

(iii)noinjunction,writ,restrainingorder,orotherorderofanynaturerestricting or prohibiting, directly or indirectly, the Transactions shall have been issued and remain inforce byanyGovernmentalAuthorityagainstanyCreditParty,anyAgentoranyLender;and

(iv)there shall be no order or injunction or pending litigation that couldreasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, taken as awhole,andnopendinglitigationseekingtoprohibit,enjoinorpreventthemakingofsuchLoanortheuse ofthe proceedsthereof.

(g)Lien Certificate.Certificates;Real Property Matters. If the Loans are beingadvanced pursuant to Section 2.01(f),Administrative Agent shall have received a record owner and liencertificate or similar certificate issued in connection with its title insurance policy, in form and substancesatisfactory to Administrative Agent, and, if, necessary, amendments to the Mortgages, Assignments ofLeases and Rents and title insurance policies to reflect any increase in the Aggregate Commitments, ineach case, in formandsubstance satisfactoryto AdministrativeAgent.

ARTICLE VI

Guarantee

SECTION6.01Guarantee.

(a)To induce the Lenders to make the Loans and each other Secured Party to makecredit available to or for the benefit of one or more Credit Parties, each Guarantor hereby, jointly andseverally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor and not merely assurety, the full and punctual payment when due, whether at stated maturity or earlier, by reason ofacceleration, mandatory prepayment or otherwise in accordance with any Credit Document, of all theObligationsofeach Borrower and each other Credit Party, whether existing on the date hereof orhereinafter incurred or created (collectively, the “Guarantor Obligations”).The Guarantor Obligationsshall include interest accruing at the then applicable rate provided herein after the maturity thereof andinterest accruing at the then applicable rate provided herein after the commencement of any InsolvencyEvent relating to any Borrower or any other Credit Party, whether or not a claim for post-filing orpost-petition interest is allowed or allowable in such proceeding, whether direct or indirect, absolute orcontingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, orin connection with this Agreement or any other Credit Document, in each case whether on account ofprincipal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (includingallfeesanddisbursementsofcounselandotheradvisorsretainedby,orforthebenefitof,Agentsortothe other Secured Parties that are required to be paid by Borrowers pursuant to the terms of any of theforegoingagreements)andallobligationsandliabilitiesofsuchGuarantorthatariseormayariseunderorinconnectionwiththisAgreementoranyotherCreditDocumenttowhichsuchGuarantorisaparty,in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities,costs, expenses or otherwise (including all fees and disbursements of counsel and other advisors retainedby, orfor the benefit of, Agents or the other Secured Parties that are required to be paid by suchGuarantorpursuanttothetermsofanysuchCreditDocument)whetherornotclaimsforanysuch

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amountsareallowedorallowableinanyInsolvencyEvent.EachGuarantor’sguaranteehereunderconstitutes a guarantee ofpaymentand notofcollection.

(b)Any term or provision of this Agreement or any other Credit Document to thecontrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable underthis guarantee shall not exceed the maximum amount for which such Guarantor can be liable withoutrendering the obligations of such Guarantor under this Agreement or any other Credit Document, as itrelates to such Guarantor, subject to avoidance under Applicable Laws relating to fraudulent conveyanceorfraudulenttransfer(includingtheUniform FraudulentConveyanceAct,theUniform FraudulentTransfer Act and Section 548 of the U.S. Bankruptcy Code or any applicable provisions of comparableApplicable Laws).Any analysis of the provisions of this Article VI for purposes of such ApplicableLawsshall take into account the right of contribution established in Section 6.02 and, forpurposes ofsuch analysis, give effect to any discharge of intercompany debt as a result of any payment made underthis Article VI.

(c)Each Guarantor agrees that the Obligations may at any time and from time totime exceed the amount of the liability of such Guarantor hereunder without impairing this guarantee oraffectingthe rights and remedies ofanySecured Partyhereunder.

(d)This guarantee shall remain in full force and effect until the Termination Dateoccurs,notwithstandingthatfromtimetotimeduringthetermofthisAgreementnoGuarantorObligations maybeoutstanding.

(e)No payment made by any Borrower, any Guarantor, any other guarantor or anyother Person or received or collected by any Secured Party from any Borrower, any Guarantor, any otherguarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation orapplication at any time or from time to time in reduction of or in payment of the Obligations shall bedeemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, and eachGuarantor shall, notwithstanding any such payment (other than any payment made by such Guarantor inrespect of the Obligations or any payment received or collected from such Guarantor in respect of theObligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunderuntilthe Termination Date occurs.

SECTION 6.02 Right of Contribution.Each Guarantor hereby agrees that to the extent that aGuarantor shall have paid more than its proportionate share of any payment made hereunder, suchGuarantorshallbeentitledtoseek andreceive contribution from and against any other Guarantorhereunder which has not paid its proportionate share of such payment.Each Guarantor’s right ofcontributionshallbesubjecttothetermsandconditionsofSection 6.03.TheprovisionsofthisSection

6.02 shall in no respect limit the obligations and liabilities of any Guarantor to the Secured Parties, andeachGuarantorshallremainliabletotheSecuredPartiesforthefullamountguaranteedbysuchGuarantorhereunder.

SECTION 6.03 No Subrogation.NotwithstandinganypaymentmadebyanyGuarantorhereunder or any set-off or application of funds of any Guarantor by any Secured Party, no Guarantorshall be entitled to be subrogated to any of the rights of any Secured Party against any Borrower or anyother Credit Party or any collateral security or guarantee or right of offset held by any Secured Party forthe payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution orreimbursement from any Borrower or any other Credit Party in respect of payments made by suchGuarantorunderthisguarantee,ineachcase,untilaftertheTerminationDateoccurs.Ifanyamountshall be paid to any Guarantor on account of such subrogation rights at any time on or prior to theTerminationDate,suchamountshallbeheldbysuchGuarantorforthebenefitofSecuredParties,

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segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, beturned over to Collateral Agent in the exact form received by such Guarantor (duly indorsed by suchGuarantor to Collateral Agent, if required), to be applied against the Obligations, whether matured orunmatured, as CollateralAgentmaydetermine in accordance with Section 4.02(d).

SECTION 6.04 Modification of the Guarantor Obligations.EachGuarantorshallremainobligated hereunder notwithstanding that, without any reservation of rights against any Guarantor andwithout notice to or further assent by any Guarantor, any demand for payment of any of the GuarantorObligationsmadebyanySecuredPartymayberescindedbysuchSecuredParty andany oftheGuarantor Obligations continued, and the Guarantor Obligations, or the liability of any other Person uponor for any part thereof, or any collateral security or guarantee therefor or right of offset with respectthereto,may,fromtimetotime,inwholeorinpart,berenewed,extended,amended,modified,accelerated, compromised, waived, surrendered, subordinated or released by any Secured Party, and thisAgreementandtheotherCreditDocuments,andanyotherdocumentsexecutedanddeliveredinconnection therewith may be amended, amended and restated, supplemented or otherwise modified orterminated, in whole or in part, as Agents (or Required Lenders or all Lenders, as the case may be) maydeem advisablefrom timeto time, and any collateral security, guarantee or right of offset at any timeheld by any Secured Party for the payment of the Guarantor Obligations may be sold, exchanged, waived,surrendered, subordinated or released.No Secured Party shall have any obligation to protect, secure,perfect or insure any Lien at any time held by it as security for the Guarantor Obligations or for thisAgreementoranyotherCreditDocumentoranypropertysubjectthereto.

SECTION 6.05 Guarantee Absolute and Unconditional.Each Guarantor waives to the fullestextentpermitted by ApplicableLaw any and all notice of the creation, renewal, extension or accrual ofany of the Obligations and notice of or proof of reliance by any Secured Party upon this Agreement oracceptance of the guarantee contained in this Article VI.The Obligations, and any of them, shallconclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended orwaived, in reliance upon this Article VI and all dealings between any Borrower or any other Credit Party,on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed tohave been had or consummated in reliance upon this Article VI.Each Guarantor, to the fullest extentpermitted by Applicable Law, waives diligence, presentment, protest, demand for payment and notice ofdefault or nonpayment to or upon any Borrower or any other Credit Party with respect to the Obligations.Each Guarantor waives, to the fullest extent permitted by law, any right such Guarantor may now have orhereafteracquiretorevoke,rescind,terminateorlimit(exceptasexpresslyprovidedherein)theguarantee set forth in this Article VI or any of its obligations hereunder.Each Guarantor understands andagrees, to the fullest extent permitted by Applicable Law, that the guarantee set forth in this Article VIshall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a)the validity, enforceability or avoidability of this Agreement or any other Credit Document, any of theGuarantor Obligations or any other collateral security therefor or guarantee or right of offset with respecttheretoatanytimeorfromtimetotimeheldbyanySecuredParty,(b)anydefense,set-offorcounterclaim (other than a defense of payment or performance) which may at any time be available to orbe asserted by any Borrower or any other Person against any Secured Party, or (c) any other circumstancewhatsoever(withorwithoutnoticetoorknowledgeofanyBorroweroranyGuarantor)whichconstitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower withrespect to any Obligations, or of such Guarantor under this guarantee, in bankruptcy or in any otherinstance.When making any demand hereunder or otherwise pursuing its rights and remedies hereunderagainstany Guarantor,any SecuredParty may,butshallbeundernoobligationto,makeasimilardemand on or otherwise pursue such rights and remedies as it may have against any Borrower, any otherGuarantororanyotherPersonoragainstanycollateralsecurityorguaranteefortheGuarantorObligations or any right of offset with respect thereto, and any failure by any Secured Party to make anysuchdemand,topursuesuchotherrightsorremediesortocollectanypayments fromanyBorrower,any

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other Guarantor or any other Person or to realize upon any such collateral security or guarantee or toexercise any such right of offset, or any release of any Borrower, any other Guarantor or any other Personor any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of anyobligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express,implied or available as a matter of law, of any Secured Party against any Guarantor.For the purposeshereof, “demand” shallincludethecommencementand continuanceofanylegalproceedings.

SECTION 6.06 Reinstatement.The guarantee set forth in this Article VI shall continue to beeffective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of theGuarantor Obligations is rescinded or must otherwise be restored or returned by any Secured Party,includingupontheinsolvency,bankruptcy,examinership,dissolution,liquidationorreorganizationofany Borrower or any other Credit Party, or upon or as a result of the appointment of a receiver, examiner,intervenor or conservator of, or trustee or similar officer for, any Borrower or any other Credit Party oranysubstantialpartofits property, orotherwise, allas thoughsuch payments hadnotbeen made.

SECTION 6.07 Payments.Each Guarantor hereby guarantees that payments hereunder will bepaid to Administrative Agent, for the benefit of the Lenders, without set-off or counterclaim in Dollars inaccordance with Section 4.03(c).

SECTION 6.08 Taxes.EachpaymentoftheGuarantorObligationswillbemadeby eachGuarantorsubjectto the sameprovisions as are setforth in Section 4.04.

ARTICLE VII

Representations, Warranties and Agreements

In order to induce the Lenders to enter into this Agreement and continue the Loans as providedfor herein, the Credit Parties make the following representations and warranties to, and agreements with,the Lenders, all of which shall survive the execution and delivery of this Agreement and the making ofthe Loans:

SECTION 7.01 Status.Each Credit Party (a) is a duly organized or formed and validly existinglimited liability company or other registered entity in good standing under the laws of the jurisdiction ofits organization and has the corporate or other organizational power and authority to own its property andassetsandtotransactthebusinessinwhichitisengagedand(b)hasdulyqualifiedandisauthorizedtodo business and is in good standing in all jurisdictions where it does business or owns assets, except, inthe case of this clause (b), where the failure to be so qualified could not reasonably be expected to resultin a MaterialAdverse Effect.

SECTION 7.02 Power and Authority.EachCreditPartyhasthecorporateorotherorganizationalpowerand authority to execute, deliver and carry out the terms and provisions of theCredit Documents to which it is a party and has taken all necessary corporate or other organizationalactiontoauthorizetheexecution,deliveryandperformanceoftheCreditDocumentstowhichitisaparty.Each Credit Party has duly executed and delivered the Credit Documents to which it is a party andsuch Credit Documents constitute the legal, valid and binding obligation of such Credit Party enforceableagainst each Credit Party that is a party thereto in accordance with its terms, subject to the effects ofbankruptcy,insolvency,fraudulent conveyance, moratorium, examinership, reorganization and othersimilar laws relating to or affecting creditors’ rights generally and general principles of equity (whetherconsidered in a proceedingin equityorlaw).

SECTION 7.03 No Violation.   None of (a) the execution, delivery and performance by anyCreditPartyoftheCreditDocumentstowhichitisapartyandcompliancewiththe termsandprovisions

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thereof, (b) the consummation of the Transactions, or (c) the consummation of the other transactionscontemplatedherebyortherebyontherelevantdatesthereforwill(i) contraveneanyapplicableprovision of any material Applicable Law of any Governmental Authority or the policies of the CSE, (ii)result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a defaultunder, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon anyof the property or assets of any Credit Party (other than Liens created under the Credit Documents)pursuant to, (A) the terms of any material indenture, loan agreement, lease agreement, mortgage or deedoftrust,or(B)anyotherMaterialContractofanyConsolidatedCompany,inthecaseofanyofclauses (A)and(B)towhichanyCreditPartyisapartyorbywhichitoranyofitspropertyorassetsisboundor violate any provision of the Organization Documents or Permit of any Credit Party, except withrespect to any conflict, breach or contravention or default (but not creation of Liens) referred to in clause(ii), to the extent that such conflict, breach, contravention or default could not reasonably be expected tohave a MaterialAdverse Effect.

SECTION 7.04 Litigation, Labor Controversies, Etc.   There is no pending or, to the knowledgeof any Credit Party, threatened, litigation, action, proceeding or labor controversy (including strikes,lockouts or slowdowns against the Credit Parties or any of their respective Subsidiaries pending or, to theknowledge of any Credit Party, threatened) (a) which could reasonably be expected to have a MaterialAdverseEffect,(b)whichpurportstoaffectthelegality,validityorenforceabilityofanyCreditDocument or the Transactions or (c) relating to any Indebtedness or purported Indebtedness of any CreditParty or any Subsidiary.There is no outstanding judgment rendered by any court or tribunal against anyCredit Party or any Subsidiary.Except as set forth on Schedule 7.04, there are no actions or proceedingspending,ortotheknowledgeofany Obligorthreatened,againstany Obligorbeforeany courtoradministrative agency in which amounts in dispute exceed $25,000 as of the Closing Date, the ThirdAmendment Effective Date or the Third Amendment Initial Funding Date, and no Credit Party has anyknowledge or belief or any pending, threatened or imminent governmental investigations or claims,complaints,actionsorprosecutionsinvolvinganyCreditPartyasoftheClosingDate, the ThirdAmendment Effective Date or the Third Amendment Initial Funding Date.

SECTION 7.05 Use of Proceeds; Regulations U and X.The proceeds of the Loans are intendedto be and shall be used solely for the purposes set forth in and permitted by Section 8.09.   No CreditParty is engaged in the business of extending credit for the purpose of purchasing or carrying marginstock, and no proceeds of the Loans will be used to purchase or carry margin stock or otherwise for apurpose which violates, orwould be inconsistentwith Regulation U orRegulation X.

SECTION 7.06 Approvals, Consents, Etc.No authorization or approval or other action by, andno notice to or filing with, any Governmental Authority, the CSE or other Person, and no consent orapproval under any contract or instrument (other than (a) those that have been duly obtained or made andwhich are in full force and effect, or if not obtained or made, individually or in the aggregate, could notreasonably be expected to have a Material Adverse Effect, (b) the filing of UCC financing statements,PPSA registrations and other equivalent filings for foreign jurisdictions, and (c) the filings or otheractions necessary to perfect Liens under the Credit Documents) is required for the consummation of theTransactions or the due execution, delivery or performance by any Credit Party of any Credit Documentto which it is a party, or for the due execution, delivery or performance of the Credit Documents, in eachcase by any of the Credit Parties party thereto.There does not exist any judgment, order, injunction orother restraint issued or filed with respect to the transactions contemplated by the Credit Documents, theconsummation of the Transactions, the making of the Loans or the performance by the Credit Parties oranyoftheirrespective Subsidiaries oftheirObligationsunderthe CreditDocuments.

SECTION 7.07 Investment Company Act.No Credit Party is, or will be after giving effect to theTransactionsandthetransactionscontemplatedundertheCreditDocuments,an“investmentcompany”

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oracompany“controlled”byaPersonrequiredtoberegisteredasan“investmentcompany”,withinthemeaningof the InvestmentCompanyActof1940.

SECTION7.08Accuracy of Information.

(a)None of the factual information and data (taken as a whole) at any time furnishedbyanyCreditParty,anyoftheirrespectiveSubsidiariesoranyoftheirrespectiveauthorizedrepresentatives in writing to any Agent or any Lender (including all information contained in the CreditDocuments) for purposes ofor in connection with this Agreementor any of the Transactions containsany untrue statement of a material fact or omits to state any material fact necessary to make suchinformation and data(taken as awhole)notmaterially misleading, in each case, at the time suchinformation wasprovided in light of the circumstances under which such information or data wasfurnished; provided that, to the extent any such information was based upon or constitutes a forecast orprojection, the Credit Parties represent only that the Credit Parties acted in good faith and utilizedassumptionsbelievedtobereasonableatthetimemadeandduecareinthepreparationofsuchinformation,itbeingunderstoodthatforecastandprojectionsaresubjecttouncertaintiesandcontingencies andno assurancecan begiventhatanyforecastorprojectionwillberealized.

(b)AllproformafinancialinformationprovidedtoAdministrativeAgent wereprepared in good faith based upon assumptions believed by the Credit Parties to be reasonable at the timemade, it being recognized by Administrative Agent and the Lenders that such projections as to futureevents are not to be viewed as facts and that actual results during the period or periods covered by anysuch projectionsmaydifferfromtheprojectedresults andsuchdifferencesmaybematerial.

(c)As of the ClosingDate, the Third Amendment Effective Date and the ThirdAmendmentInitial Funding Date, the information included in the Beneficial Ownership CertificationprovidedonorpriortotheEffectiveClosingDatetoanyLenderinconnectionwiththisAgreementistrue and correctin allrespects.

SECTION 7.09 Financial Condition; Financial Statements.Thetaxreturnsandfinancialstatements delivered to Administrative Agent present fairly in all material respects the financial positionand results of operations of Parent and its Subsidiaries at the respective dates of such information and forthe respective periods covered thereby, subject in the case of unaudited financial information, to changesresulting from normal year-end audit adjustments and to the absence of footnotes.The tax returns,financial statements and all of the balance sheets, all statements of income and of cash flow and all otherfinancial information furnished pursuant to Section 8.01 have been and will for all periods following theClosingDatebepreparedinaccordancewithGAAPconsistentlyapplied.Allofthefinancialinformation to be furnished pursuant to Section 8.01 will present fairly in all material respects thefinancial position and results of operations of Parent and its Subsidiaries at the respective dates of suchinformation and for the respective periods covered thereby, subject in the case of unaudited financialinformation,tochangesresultingfromnormalyear-endauditadjustmentsandtotheabsenceoffootnotes.   None of the Credit Parties or any of their respective Subsidiaries has any Indebtedness orother material obligations or liabilities, direct or contingent that, either individually or in the aggregate,has had orwouldreasonablybe expected tohave, a MaterialAdverse Effect.

SECTION 7.10 Tax Returns and Payments.Each Credit Party and its Subsidiaries has timelyfiled or caused to be timely filed all material Tax returns and reports required to have been filed (and allsuch Tax returns are true, complete and correct in all material respects) and has paid or caused to be paidall material Taxes required to have been paid by it that are due and payable, except Taxes (or anyrequirement to file Tax returns with respect thereto) that are being contested in good faith by appropriateproceedingsandforwhichtheCreditPartyorsuchSubsidiary,asapplicable,hassetasideonitsbooks

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adequatereservesinaccordancewithGAAP.Thereareno proposed or pending tax assessments,deficiencies, audits or other proceedings with respect to any material amount of Taxes.None of theCreditPartiesnoranyoftheirSubsidiarieshasever“participated”ina“reportabletransaction”withinthe meaning of Section 1.6011-4 of the Treasury Regulations.None of the Credit Parties nor any of theirSubsidiaries is a party to any tax sharing or similar agreement.No Lien has been filed and no materialclaimis beingasserted,with respectto anysuchTax, fee, orothercharge.

SECTION7.11Benefit Plans.

(a)A complete and accurate list of all multiemployer plans, pension plans or otherbenefit plans established by, maintained by or contributed to by each Credit Party is set forth on Schedule7.11.

(b)No Reportable Event or Prohibited Transaction, as each such term is defined inERISA, has occurred or is reasonably expected to occur, and no US Credit Party has failed to meet theminimumfundingrequirements ofERISA.

(b)    No Credit Party sponsors, contributes to or administers any Canadian PensionPlans.ExceptaswouldnotreasonablybeexpectedtohaveaMaterialAdverseEffect:(i)allobligationsofeachCreditParty(includingfiduciary,contribution,funding,investmentandadministrationobligations) required to be performed in connection with any employee benefit plans and any fundingagreements therefor under the terms thereof and applicable statutory and regulatory requirements, havebeenperformedorsatisfiedinatimelyandproperfashionandincompliancewithApplicableLawandthe terms of the applicable employee benefit plan; (ii) there have been no improper withdrawals orapplications of the assets of any Credit Party’s employee benefit plans; (iii) there are no outstandingdisputes concerning the assets or liabilities of any Credit Party’s employee benefit plans; and (iv) noCredit Party has a contingent liability with respect to any post-employment or post-retirement benefitsunderanemployeebenefit plans and all post-employment and post-retirement liabilities, if any, underanyemployeebenefitplanshavebeenproperly identifiedinthefinancialstatementsoftheCreditParties.

SECTION 7.12 Subsidiaries.None of the Credit Parties has any Subsidiaries other than theSubsidiarieslistedon Schedule 7.12. Schedule 7.12 sets forth (a) a listof the Capital Stock issued byeach Credit Party and each Subsidiary thereof, and the legal name and jurisdiction of formation of eachSubsidiary if such Subsidiary is not a party to the Security Agreement, (b) the number of shares of eachclass of Capital Stock of such Credit Party or such Subsidiary that is outstanding, (c) for Parent, allownersofatleastfivepercent(5%)oftheParent’sCapitalStock, calculated onan as-converted,issued-and-outstandingbasis,(d)foreachotherCreditPartyandeachSubsidiary,therecordandbeneficial owners of such Capital Stock, (e) the percentage of outstanding shares or units of each classowned (directly or indirectly) by such owners and (f) whether such Capital Stock is certificated ornon-certificated.No ConsolidatedCompanyownsanyCapitalStockinArizonaNaturalorRedBarn.

SECTION 7.13 Intellectual Property; Licenses, Etc.EachCreditPartyandeachofitsSubsidiaries owns, orpossesses therightto use, allof the trademarks, service marks, trade names,Internetdomainnames,copyrightsandcopyrightableworks,patents,inventions,tradesecrets,know-how, proprietary computer software, franchises, intellectual property licenses and other intellectualpropertyrights,includingallregistrationsandapplicationstoregisteranyoftheforegoingandallrightsto sue or recover at law or in equity for any past, present or future infringement, misappropriation,dilution, violation or other impairment thereof (collectively, the “IP Rights”) that are necessary for theoperation of their respective businesses.Except as specifically set forth on Schedule 7.04, the conductand operations of the businesses of each Credit Party and each of its Subsidiaries do not infringe,misappropriate,dilute,orotherwiseviolateinanymaterialrespectanyintellectualpropertyownedby

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anyotherPerson,nootherPersonhaschallengedinwritingorquestionedanyright,titleorinterestofany Credit Party or any of its Subsidiaries in any IP Rights of such Credit Party or Subsidiary, and noCredit Party or Subsidiary thereof has received a written challenge from any other Person contesting theuse of any IP Rights owned by such Credit Party or Subsidiary or the validity or enforceability of such IPRights.Except as specifically set forth on Schedule 7.04, no claim or litigation regarding any of theforegoing is pending or, to the knowledge of such Credit Party threatened.Schedule 7.13 is a completeand accurate list of (i) all IP Rights registered or pending registration with the United States CopyrightOffice or the United States Patent and Trademark Office and owned by each Credit Party and each of itsSubsidiaries as of the Closing Date and the Third Amendment Initial Funding Date and (ii) all materiallicense agreements or similar arrangements granting IP Rights of another Person to any Credit Party orany of its Subsidiaries, other than software license agreement for “off-the-shelf” or “click-through”agreements.As of the Closing Date and the Third Amendment Initial Funding Date, none of the IPRights owned by any Credit Party or any of its Subsidiaries is subject to any licensing agreement, otherthan (i) non-exclusive licenses granted to customers in the ordinary business, or (ii) except as set forth onSchedule 7.13.

SECTION7.14Environmental Warranties.

(a) ExceptassetforthinSchedule 7.14:

(i)The Credit Parties, their Subsidiaries and their respective businesses,operations and Real Property are and have at all times during the Credit Parties’ or their Subsidiaries’ownership, lease or operation thereof been in material compliance with, and the Credit Parties and theirSubsidiaries have no materialliabilityunder, anyapplicable EnvironmentalLaw.

(ii)TheCreditPartiesandtheirSubsidiarieshaveobtainedallmaterialpermits,licenses,certificatesorauthorizationsrequiredunderEnvironmentalLaw(collectively,“Environmental Permits”) and necessary for the conduct of their businesses and operations, and theownership, operation and use of their Real Property.The Credit Parties and their Subsidiaries are inmaterialcompliancewiththetermsandconditionsofsuchEnvironmentalPermits,andallsuchEnvironmental Permits are valid and in good standing.

(iii)TherehasbeennoReleaseorthreatenedReleaseoranyhandling,management, generation, treatment, storage or disposal of Hazardous Materials in, on, at, under, to, orfrom any Real Property presently or, to the knowledge of any Credit Party, formerly owned, leased oroperated by any ofthe Credit Parties, their Subsidiaries or their respective predecessors in interest thathas resulted in, or is reasonably expected to result in, material liability or obligations by any of the CreditParties underEnvironmentalLaworresultin a materialEnvironmentalClaim.

(iv)There is no material Environmental Claim pending or, to the knowledgeof the Credit Parties, threatened against any of the Credit Parties or their Subsidiaries, or relating to theReal Property currently or formerly owned, leased or operated by any of the Credit Parties or theirSubsidiaries or relating to the operations of the Credit Parties or their Subsidiaries, and, to the knowledgeoftheCreditParties,therearenoactions,activities,circumstances,conditions,eventsorincidentsthatare reasonablylikelyto formthe basis ofa materialEnvironmentalClaim.

(v)No person with an indemnity, contribution or other obligation to any ofthe Credit Parties or their Subsidiaries relating to compliance with or liability under Environmental Lawis in defaultwith respectto anysuchindemnity, contributionorotherobligation.

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(vi)NoRealProperty owned, leased or operated by the Credit Parties ortheir Subsidiaries and, to the knowledge of the Credit Parties, no Real Property or facility formerlyowned, leased or operated by any of the Credit Parties or any of their predecessors in interest is (i) listedorproposedforlistingontheNationalPrioritiesListasdefinedinandpromulgatedpursuanttoCERCLA or (ii) listed on the Comprehensive Environmental Response, Compensation and LiabilityInformation System promulgated pursuant to CERCLA or (iii) included on any similar list maintained byany governmental or regulatory authority that indicates that any Credit Party or Subsidiary has or mayhave an obligation to undertake investigatory or remediation obligations under applicable EnvironmentalLaws.

(vii)No Lien has been recorded or, to the knowledge of any Credit Party,threatened under any Environmental Law with respect to any Real Property of the Credit Parties or theirSubsidiaries.

(b)None of the matters, individually or in the aggregate, disclosed in Schedule 7.14could reasonablybe expected to havea MaterialAdverse Effect.

(c)The Credit Parties and their Subsidiaries have made available to AdministrativeAgent all material reports, assessments, audits, studies and investigations in the possession, custody orcontrol of the Credit Parties and their Subsidiaries concerning Environmental Claims or compliance withor liability or obligation under Environmental Law, including those concerning the condition of the RealProperty or the existence of Hazardous Materials at Real Property or facilities formerly owned, operated,leased orusedbyanyofthe CreditParties,theirSubsidiariesortheirpredecessors-in-interest.

SECTION 7.15 Ownership of Properties.Set forth on Schedule 7.15 is a list of all of the RealProperty owned or leased by any of the Credit Parties as of the Closing Date and the Third AmendmentInitial Funding Date, indicating in each case whether the respective property is owned or leased, theidentity of the owner or lessor and the location of the respective property.Each Credit Party owns (a) inthe case of owned Real Property, good and valid fee simple title to such Real Property, (b) in the case ofowned personal property, good and valid title to such personal property, and (c) in the case of leased RealProperty ormaterialleased personalproperty, valid andenforceable (except as may be limited bybankruptcy, insolvency, examinership, moratorium, fraudulent conveyance or other laws applicable tocreditors’ rights generally and by generally applicable equitable principles, whether considered in anaction at law or in equity) leasehold interests (as the case may be) in such leased property, in each case,free and clearin eachcase ofallLiensorclaims, exceptforPermitted Liens.

SECTION 7.16 No Default.None of the Credit Parties or any of their respective Subsidiaries isindefaultormaterialbreachunderorwithrespectto,orapartyto,anyContractualObligationthatcould, either individually or in the aggregate, have a Material Adverse Effect.On the Closing Date, theThird Amendment Effective Date and the Third Amendment Initial Funding Date, after giving effect tothe Transactions, none of the Credit Parties or any of their respective Subsidiaries is in default under orwith respecttoanyContractualObligationin respectofIndebtedness orpurportedIndebtedness.

SECTION 7.17 Solvency.On the Closing Date, the Third Amendment Effective Date and theThird Amendment Initial Funding Date,after giving effect to the Transactions and the other transactionsrelated thereto, the Consolidated Companies are Solvent.

SECTION 7.18 Locations of Offices, Records and Collateral.The address of the principal placeof business and chief executive office of each Credit Party is, and the books and records of each CreditParty and all of its Chattel Paper (as defined in the UCC) and records of Accounts (as defined in theUCC)aremaintainedexclusivelyinthepossessionofsuchCreditPartyat,theaddressofsuchCredit

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Party specified in Schedule 7.18 (or, after the ClosingThird Amendment Initial FundingDate, at suchother address permitted by Section 4.3(a)(i) of the U.S. Security Agreement).Schedule 7.15 specifies allReal Property of each Credit Party, and indicates whether each location specified therein is leased orowned by such Credit Party.Except as otherwise agreed by Administrative Agent, each leased locationof a Credit Party that is leased from Innovative Industrial Properties, Inc. or an Affiliate thereof shall besubject to a Collateral Access Agreement to be provided by the landlord of such leased location in favorofCollateralAgent.

SECTION7.19Compliance with Laws and Permits; Authorizations.

(a)Each Credit Party and each of its Subsidiaries (a) is in material compliance withall Applicable Laws and Permits, including all applicable U.S. State Cannabis Laws and (b) has allrequisite governmental licenses, Permits (including the Regulatory Licenses specified on Schedule 7.19),authorizations, consents and approvals to operate its business as currently conducted, except in suchinstances in which such requirement of Applicable Laws, Permits, government licenses, authorizations orapprovals are being contested in good faith by appropriate proceedings diligently conducted.No CreditParty has received any written notice that is outstanding or unresolved to the effect that its operations arenot in material compliance with any Environmental Law or Permit or are the subject of any investigationby any Governmental Authority evaluating whether any cleanup or other action is needed to respond to aReleaseorimposefurthercontrolsonanyexistingdischargeofHazardousMaterialstotheenvironment.

(b)No Credit Party, nor any Subsidiary, nor, to the knowledge of the Credit Partiesand their Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is anindividual or entity that is, or is owned or controlled by any Person that is (i) currently the subject ortargetofanySanctions,(ii)includedonOFAC’sListofSpeciallyDesignatedNationalsoranysimilarlistenforcedbyanyotherrelevantsanctionsauthorityor(iii)located,organizedorresidentinaDesignated Jurisdiction.NoCreditPartyis engagedinanyRestrictedCannabis Activities.

(c)TheCreditPartiesandtheirSubsidiarieshaveconductedtheirbusinessincompliance with Anti-Corruption Laws, and have instituted and maintained policies and proceduresdesigned to promote and achieve compliance with such laws.

SECTION 7.20 No Material Adverse Effect.Since December 31, 2019, (a) there has been noMaterial Adverse Effect, and (b) there has been no circumstance, event or occurrence, and no fact isknowntotheCreditPartiesthatcouldreasonablybeexpectedtoresultinaMaterialAdverseEffect.

SECTION 7.21 Contractual or other Restrictions.Other than the Credit Documents, as set forthin Schedule 7.21 and to the extent permitted by Section 9.11, no Credit Party or any of its Subsidiaries isa party to any agreement or arrangement or subject to any Applicable Law that limits its ability to paydividends to, or otherwise make Investments in or other payments to any Credit Party, that limits itsability to grant Liens in favor of Collateral Agent or that otherwise limits its ability to perform the termsof the Credit Documents.Set forth on Schedule 7.21 is a complete and accurate list of all GovernmentalAuthorities regulating the cultivation, processing or sale of cannabis with which any Credit Party makesanyregulatoryoradministrative filings.

SECTION 7.22 Collective Bargaining Agreements; Officers.Set forth on Schedule 7.22 is acomplete and accurate list of (a) all collective bargaining or similar agreements between or applicable toany Credit Party or any of its Subsidiaries and any union, labor organization or other bargaining agent inrespectoftheemployeesofanyCreditPartyoranyofitsSubsidiariesand(b)allexecutiveofficers,

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directorsandmanagers,asapplicable,oftheCreditPartiesasoftheClosingThird Amendment InitialFundingDate.

SECTION 7.23 Insurance.ThepropertiesofeachCreditPartyareinsuredasrequiredbySection 8.03.As of the Closing Date, the Third Amendment Effective Date and the Third AmendmentInitial FundingDate, all premiums with respect thereto that are due and payable have been duly paid andno Credit Party has received or has knowledge of any notice of violation or cancellation thereof and eachCreditPartyhascomplied in allmaterialrespects withthe requirementsofsuch policy.

SECTION 7.24 Evidence of other Indebtedness.Schedule 7.24 is a complete and correct list ofeach credit agreement, loan agreement, indenture, purchase agreement, guarantee, letter of credit or otherarrangement providing for or otherwise relating to any Indebtedness or any extension of credit (orcommitment for any extension of credit) to, any Credit Party or Subsidiary outstanding on the ClosingDateand the Third Amendment Initial Funding Date whichwillremainoutstandingaftertheClosingThird Amendment Initial FundingDate(otherthanthisAgreementandtheotherCreditDocuments), in each case, in excess of $250,000 and the aggregate principal or face amount outstandingor that may become outstanding under each such arrangement as of the Closing Date and the ThirdAmendmentInitial Funding Date is correctly described in Schedule 7.24.   The aggregate principalamount of all Indebtedness of (and all commitments for extensions of credit to) the Credit Parties andtheir Subsidiaries which is not disclosed on Schedule 7.24 by reason of the disclosure threshold set forthin the immediatelyprecedingsentence doesnotexceed $500,000.

SECTION 7.25 Deposit Accounts and Securities Accounts.Set forth in Schedule 7.25 is a list asof the Closing Date and, on and after the Third Amendment Initial Funding Date, the Third AmendmentInitial Funding Date of all of the deposit accounts and securities accounts of each Credit Party, including,withrespecttoeachbankorsecuritiesintermediaryatwhichsuchaccountsaremaintainedbysuchCreditParty(a)thenameandlocationofsuchPersonand(b)theaccountnumbersofthedepositaccounts orsecurities accounts maintained withsuch Person.

SECTION 7.26 Absence of any Undisclosed Liabilities.There are no material liabilities of anyCredit Party of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable orotherwise, and there is no existing condition, situation or set of circumstances which could reasonably beexpected to result in any such liabilities, other than those liabilities (a) provided for or disclosed in themost recent financial statements delivered pursuant to Section 8.01 or (b) that would not, individually orin the aggregate, reasonablybe expected to constitutea MaterialAdverseEffect.

SECTION 7.27Material Contracts and Regulatory Matters.

(a)Schedule 7.27, as updated from time to time pursuant to Section 8.01(i)(viii),sets forth all Material Contracts of the Credit Parties.As of the Closing Date,the Third AmendmentEffective Date and the Third Amendment Initial Funding Date, allMaterialContractsareinfullforceand effectand no defaults currentlyexistthereunder.

(b)The relevant Credit Parties hold the applicable Regulatory License required forsuch Credit Party to conduct its Business.Each Material Regulatory License is in full force and effect inall material respects and has not been revoked, suspended, cancelled, rescinded, terminated, modified andhas not expired.There are no pending or threatened actions by or before any Governmental Authority torevoke, suspend, cancel, rescind, terminate or materially adversely modify any Material RegulatoryLicense.

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SECTION 7.28 Anti-Terrorism Laws.No Credit Party or any Subsidiary is in violation of anyLaw relating to terrorism or money laundering (collectively, “Anti-Terrorism Laws”), including thePatriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the“ExecutiveOrder”).NoCreditParty,Subsidiary oragent acting or benefiting in any capacity inconnection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to theprovisions of, the Executive Order, (b) a Person owned or controlled by, or acting for or on behalf of, anyPersonthatislistedintheAnnexto,orisotherwisesubjecttotheprovisionsof,theExecutiveOrder,(c)a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction byany Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports“terrorism” as defined in the Executive Order, or (e) a Person that is named as a “specially designatednationalandblockedperson”onthemostcurrentlistpublishedbytheUnitedStatesTreasuryDepartment Office of Foreign Asset Control at its official website or any replacement website or otherreplacement official publication of such list. No Credit Party or Subsidiary or, to the Credit Parties’knowledge,otheragentsacting orbenefiting inany capacity inconnection with the Loans (i) conductsany business or engages in making or receiving any contribution of funds, goods or services to or for thebenefit of any Person described in the preceding sentence, (ii) deals in, or otherwise engages in anytransaction relating to, any property or interests in any property blocked pursuant to the Executive Order,or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose ofevadingoravoiding,orattemptstoviolate, anyoftheprohibitionssetforthin theAnti-TerrorismLaws.

SECTION 7.29 Conduct of Business.   Parent does not engage in any business other than thedirect and indirect ownership of the other Borrowers, the organizational actions required to maintain itsexistence and ownership of the other Borrowers and the payment and performance of the Obligations;provided, however, that Parent may enter into an agreement in connection with the confidentialarrangementwithanotherPersonthathasbeendisclosedtoAdministrativeAgentasoftheThirdAmendment Effective Date.Parent does not directly own any assets other than its ownership of the otherBorrowers.Schedule 7.29 setsforth allSales TrackingSoftwareoftheCreditParties.

SECTION 7.30 Transactions with Affiliates.Except as set forth on Schedule 9.10, there are noexisting or proposed agreements, arrangements, understandings or transactions between any Credit Partyand any of the officers, members, managers, directors, stockholders, parents, holders of other CapitalStock, employees or Affiliates (other than Subsidiaries that are Credit Parties) of any Credit Party or anymembers of their respective immediate families, and none of the foregoing Persons are directly orindirectly indebted to or have any direct or indirect ownership, partnership, or voting interest in anyAffiliate of any Credit Party or any Person with which any Credit Party has a business relationship orwhich competes with anyCreditParty.

SECTION7.31Canadian Securities Law Matters.

(a)The outstanding subordinate voting shares in the share capital of Parent are listedand posted fortradingon the CSE.

(b)ParentisareportingissuerortheequivalentineachReportingJurisdictionandisincompliancewiththeApplicable SecuritiesLegislation ofeach Reporting Jurisdiction and thepolicies of the CSE and is not included in any list of defaulting reporting issuers maintained by thesecurities commission ofanyReportingJurisdiction.

(c)Thereisno“materialchange”,asdefinedintheApplicableSecuritiesLegislation,relating toParentthathas not been fully disclosed in accordance with the requirements ofthe Applicable Securities Legislation andthe policies oftheCSE.

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(d)TheissuanceoftheWarrantAgreementsandWarrantShares,asapplicable,willbe exemptfromthe prospectusrequirements oftheApplicableSecurities Legislation.

ARTICLE VIII

Affirmative Covenants

The Credit Parties hereby covenant and agree that on the Closing Date and thereafter, until theLoans, together with interest, Fees and all other Obligations incurred hereunder (other than UnassertedContingentObligations)are paidin fullin accordancewith the terms ofthis Agreement:

SECTION 8.01 Financial Information, Reports, Notices and Information.Any notice, financialstatement, report or information required to be furnished pursuant to any clause of this Section 8.01 maybefurnishedbypostingthecontentsofsuchnotice,orsuchfinancialstatement,reportorotherinformation, in a report, notice, proxy statement, registration statement, prospectus, release or otherstatement on EDGAR, any successor website maintained by the Securities and Exchange Commission orParent’s website, and any such notice, financial statement, report or other information shall be deemedfurnished on the date Parent notifies Administrative Agent of such posting.Subject to the foregoing, theCreditPartieswillfurnishAdministrativeAgentandeachLendercopiesofthefollowing notices,financialstatements, reports orinformation:

(a)Monthly Financial Statements.As soon as available and in any event within 30days after the end of each month for each month during calendar year 2021, and within 20 days after theendofeachmonththereafter,unaudited(i)consolidatedandconsolidatingbalancesheetsofParentanditsSubsidiariesasoftheendofsuchmonth,(ii)aconsolidatedstatementofcashflowand(iii)consolidated and consolidating statements of income of Parent and its Subsidiaries for such month, ineach case, including in comparative form (both in Dollar and percentage terms) the figures for thecorresponding month in the preceding fiscal year of Parent and in the then-current Budget for such fiscalyear, ifapplicable,and year-to-date portionof, the immediatelyprecedingfiscalyearofParent.

(b)Annual Financial Statements.As soon as available and in any event within 120days after the end of each fiscal year of Parent, copies of the consolidated and consolidating balancesheets of Parent and its Subsidiaries, the related consolidated and consolidating statements of income andthe related consolidated statement of cash flows of Parent and its Subsidiaries for such fiscal year, settingforthincomparativeform(bothinDollarandpercentageterms)thefiguresfortheimmediatelypreceding fiscal year and in the then-current Budget for such fiscal year, such consolidated statementsaudited and certified without qualification, or exception as to the scope of such audit, by an independentpublic accounting firm reasonably acceptable to Administrative Agent, together with a managementdiscussion and analysis (with reasonable detail and specificity) of the results of operations for the fiscalperiods reported.

(c)Compliance Certificates.ConcurrentlywiththedeliveryofthefinancialinformationpursuanttoSections 8.01(a)and8.01(b),aComplianceCertificate,executedbyanAuthorized Officer of Parent, (i) certifying that, to the knowledge of Parent, such financial informationpresents fairly in all material respects the financial condition, results of operations and cash flows ofParent and its Subsidiaries in accordance with GAAP at the respective dates of such information and forthe respective periods covered thereby, subject in the case of unaudited financial information, to changesresultingfromnormalyear-endauditadjustmentsandtotheabsenceoffootnotes,(ii) showingcompliance with the Financial Performance Covenants, and stating that no Default or Event of Default isknown to the Parent to have occurred and be continuing (or, if a Default or an Event of Default hasoccurred, specifying the details of such Default or Event of Default and the actions taken or to be takenwithrespectthereto)andcontainingtheapplicablecertificationssetforthinSection 7.09withrespect

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thereto,(iii)inthecaseofeachComplianceCertificatedeliveredconcurrentlywiththefinancialinformation pursuant to clause (a) above, specifying any change in the identity of the Subsidiaries as atthe end of such fiscal year from the Subsidiaries provided to the Lenders on the Closing Date or the mostrecent fiscal year, as the case may be, and (iv) in the case of each Compliance Certificate deliveredconcurrentlywiththefinancialinformationpursuanttoclause(a)above,including(A)updatedSchedules 7.15and7.25(ifapplicable)and(B)awrittensupplementsubstantially intheform ofSchedules 1 through 8, as applicable, to the U.S. Security Agreement, in each case, with respect to anyadditionalassetsandpropertyacquiredbyanyCreditPartyafterthedatehereof,allinreasonabledetail.

(d)Bank Account Information.Concurrently with the delivery of the financialinformation pursuantto Sections 8.01(a) and 8.01(b), the Credit Parties will provide AdministrativeAgentwithcopiesofscreenshotsorcopiesofredacted(inamannerreasonablysatisfactorytoAdministrative Agent) account statements for all deposit accounts and securities accounts of the CreditParties, other than Excluded Accounts, along with a certification from the Parent’s chief financial officeras to its authenticityofthe informationsetforth insuch copies.

(e)Additional Information.   With reasonable promptness upon request, (i) suchother information regarding the condition, properties or operations (financial or otherwise), changes inownership of Capital Stock, and business affairs of any Credit Party or any Subsidiary, or compliancewith the terms of this Agreement, as Administrative Agent or any Lender (through Administrative Agent)may reasonably request and (ii) information and documentation reasonably requested by AdministrativeAgent or any Lender for purposes of compliance with applicable “know your customer” and anti-moneylaunderingrulesandregulations,includingthePatriotActandtheBeneficialOwnershipRegulation.

(f)Cash Flow Forecast.On the date that no later than 45 days prior totheeach oftheMaturityDate,theDispensaryLoanMaturityDateandtheDelayedDrawTermLoanMaturityDate,a cash flowforecastas ofsuch date.

(g)Budget.No later than 30 days prior to the commencement of each fiscal year ofParent, commencing with fiscal year 2022, the forecasted consolidated financial projections for Parentand its Subsidiaries for such fiscal year (on a month-by-month basis) (including projected consolidatedincome statements, balance sheets and Capital Expenditures on a month-by-month basis as of the end ofsuch fiscal year, the related consolidated statements of projected cash flow and projected changes infinancial position and a description of the underlying assumptions applicable thereto), in each case,prepared by management of the Credit Parties in good faith based upon assumptions believed by theCredit Parties to be reasonable at the time made, consistent in scope with the financial statementsprovided pursuant to Section 8.01(b), setting forth the principal assumptions on which such projectionsare based (such projections, collectively,the “Budget”).

(h)Defaults; Litigation.As soon as possible and in any event within three BusinessDaysafteranAuthorizedOfficerofanyCreditPartyobtainsknowledgethereof,noticefromanAuthorized Officer of Parent of (i) the occurrence of any event that constitutes a Default (other than aDefault occurring as a result of a Change in Cannabis Law described in clause (a) or (b) of the definitionthereof) or an Event of Default, which notice shall specify the nature thereof, the period of existencethereof and what action the applicable Credit Parties propose to take with respect thereto, and (ii) (A) theoccurrenceofany material adverse development with respect to any litigation, action, proceeding orlaborcontroversydescribedinSchedule 7.04or(B)thecommencementofanylitigation,action,proceeding or labor controversy of the type and the materiality described in Section 7.04, and to theextentAdministrativeAgentrequests,copies ofallnon-privilegeddocumentation relatedthereto.

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(i)Notices.The Credit Parties shall promptly (and in no event later than 15 daysafter an Authorized Officer of any Credit Party obtains knowledge thereof) provide Administrative Agentwith the following:

(i)noticeofanypendingorthreatened(inwriting)litigation,action,proceeding or other controversy which purports to affect the legality, validity or enforceability of anyCredit Document, or any document or instrument referred to in Section 9.08, which notice shall be signedby an Authorized Officer of Parent and shall specify the nature thereof, and what actions the applicableCreditPartiesproposeto takewithrespectthereto,togetherwithcopiesofallrelevantdocumentation;

(ii)notice of the commencement of, or any material development in, anylitigation, investigation (formal or informal), document request or proceeding affecting any Credit Partyor any Subsidiary thereof, in which (A) the amount of damages claimed is $500,000 or more, (B)injunctive or similar relief is or may be sought and which, if adversely determined, would reasonably beexpected to have a Material Adverse Effect, (C) the relief sought is or may be an injunction or other stayof the performance of this Agreement or any other Credit Document or (D) the SEC or any otherGovernmentalAuthorityis involved;

(iii)notice of any pending or threatened (in writing) labor dispute, strike,walkout, orunion organizingactivitywith respectto anyemployees ofa CreditParty;

(iv)notice of (i) any default or breach by any Credit Party or Subsidiaryunder any Material Contract or (ii) any early termination of any Material Contract or the receipt by anyCredit Party or Subsidiary of any notice from the other party to any Material Contract of such party’sintentto terminate such MaterialContractearly;

(v)noticeofthedischargeorwithdrawalorresignationbytheCreditParties’independentaccountants;

(vi)copies of all amendments or other modifications to a Credit Party’sOrganizationDocuments(totheextentpermittedhereunder),orbysuchCreditPartytoanysuchPerson;

(vii)copies of all significant written final reports submitted to the CreditPartiesbyitsaccountantsinconnectionwitheachannual,interimorspecialauditorreviewofanytypeofthefinancialstatementsorrelatedinternalcontrolsystems,including any final comment lettersdelivered to managementand allresponses thereto;

(viii)noticeoftheenteringintoofanyMaterialContractfollowingtheClosing Date, which notice shall include an updated Schedule 7.27 and, if such Material Contract is aMaterialRegulatoryLicense, an updated Schedule 7.19;

(ix)copies of all material written communications to and from applicableGovernmentalAuthorities,includingtheInternalRevenueService,theEnvironmentalProtectionAgency, and any other Governmental Authority regulating cannabis, regarding notice of enforcementproceedings, complaints, and matters of similar potential import addressed to any Borrower, any otherCreditPartyoranySubsidiarythereoforrelatingtoanyMaterialRegulatoryLicense;

(x)copies of the results of any facility audit by any Governmental Authorityto the extentsuch results are materialand negative;

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(xi)a copy of any warning document, letter or notice from any GovernmentalAuthority that would have a material and negative impact on any Material Regulatory License or theabilityoftheCreditPartiesto conductalloranymaterialportion oftheirbusiness;

(xii) noticeofreceiptofanyrejectionornon-renewalofaMaterial

RegulatoryLicense;

(xiii)copiesofanymaterialnoticesthatanyCreditPartyreceivesordeliversin connection with anyleased realproperty;and

(xiv)noticeofanydefaultunderanagreementevidencingmaterialIndebtedness owed to orfroma CreditParty.

(j)Management Letters.   Promptly upon, and in any event within five BusinessDays after receipt thereof, copies of all final “management letters” submitted to any Credit Party by theindependent public accountants referred to in Section 8.01(b) in connection with each audit made by suchaccountants.

(k)Bankruptcy, Etc.Immediately upon becoming aware thereof, notice (whetherinvoluntary or voluntary) ofthe bankruptcy, insolvency, examinership, reorganization of any CreditParty, or the appointment of any trustee, assignee, receiver or similar estate fiduciary in connection withor anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any suchaction oroccurrence.

(l)Corporate Information.Promptly upon, and in any event within 15 days after,becomingawareofanyadditionalcorporateorlimitedliabilitycompanyinformationofthetypedelivered pursuant to Section 5.01(de), or of any material change to such information delivered on orprior to the Closing Date or pursuant to this Section 8.01 or otherwise under the Credit Documents, acertificate, certified to the extent of any change from a prior certification, from an Authorized Officer ofsuchCreditParty notifying AdministrativeAgentofsuchinformation or change and attaching theretoanyrelevantdocumentation in connection therewith.

(m)Other Information.Promptly upon, and in any event within five Business Daysafterfiling,distributingorpublishingthereof,AdministrativeAgentshallhavebeennotifiedinwritingbyParentofthepostingofallregular,periodicandspecialreports,registrationstatementsandprospectuses (other than on Form S-8) that Parent shall render to or file with the Securities and ExchangeCommission, theNationalAssociationofSecurities Dealers,Inc.oranynationalsecuritiesexchange.

SECTION 8.02 Books, Records and Inspections.Each of the Credit Parties will, and will causeeachoftheirrespectiveSubsidiariesto,maintainproperbooksofrecordandaccount,inwhichentriesthat are full, true and correct in all material respects and are in conformity with GAAP (subject to normalyear-end adjustments pursuant to the audit required under Section 8.01(b)) consistently applied shall bemade of all material financial transactions and matters involving the assets and business of the CreditParties or such Subsidiary, as the case may be.Each of the Credit Parties will, and will cause each oftheir respective Subsidiaries to, permit Administrative Agent and its representatives and independentcontractors authorized by Administrative Agent to visit and inspect any of its properties, to examine itscorporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discussits affairs, finances and accounts with the chief executive officer, the chief financial officer, the chiefoperating officer, the chief administrative officer or general counsel of Parent, all at the expense of theCreditParties;providedthatsuchvisitsorinspectionsshallbeatreasonabletimesduring normalbusinesshours,uponreasonableadvancenoticetotheCreditParties,butnotmoreoftenthanonetime

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peryear(exceptthatnoneofthelimitationsinthisprovisoshallapplyifanEventofDefaultthenexists);andprovided,further,thateachsuchrepresentativeorindependentcontractorshallagreetokeepanyinformationobtainedpursuanttoanyoftheforegoingactionsconfidentialasprovidedinSection 12.16.AnyinformationobtainedbyAdministrativeAgentpursuanttothisSection 8.02maybesharedwithCollateralAgentoranyLenderupontherequestofsuchSecuredParty,providedsuchinformationshallbe subjectto Section 12.16.

SECTION 8.03 Maintenance of Insurance.The Credit Parties will, and will cause each of theirrespective Subsidiaries to, at all times maintain in full force and effect, with insurance companies that theCredit Parties believe (in their reasonable business judgment) are financially sound and reputable at thetime the relevant coverage is placed or renewed, insurance in at least such amounts and against at leastsuch risks (and with such risk retentions) as deemed reasonably necessary or advisable by the Borrowersin their reasonable discretion; and will furnish to Collateral Agent for further delivery to the Lenders,uponwrittenrequestfromCollateralAgent,informationpresentedinreasonabledetailastotheinsurancesocarried,including(i)endorsementsto(A)all“AllRisk”policiesnamingCollateralAgent,on behalf of the Secured Parties, as lender loss payee and (B) all general liability and other liabilitypolicies naming Collateral Agent, on behalf of the Secured Parties, as additional insured and (ii) legendsproviding that no cancellation, material reduction in amount or material change in insurance coveragethereof shall be effective until at least 30 days (10 days with respect to failure to pay premium) afterwritten notice to CollateralAgentthereof.

SECTION 8.04 Payment of Taxes.The Credit Parties will timely pay and discharge, and willcause each of their respective Subsidiaries to timely pay and discharge, all Taxes, assessments andgovernmentalchargesorleviesimposeduponthemorupontheirincomeorprofits,oruponanyproperties belonging to it, prior to the date on which such Tax, assessment or governmental charge is due,and all lawful claims that, if unpaid, could reasonably be expected to become a Lien having priority overCollateralAgent’sLiens(otherthanPermittedLiens)oranotherwisematerialLienuponanypropertiesoftheCreditPartiesorany oftheirrespective Subsidiaries; provided that none of the Credit Parties orany of their respective Subsidiaries shall be required to pay any such Tax, assessment, charge, levy orclaim that is being contested in good faith and by proper proceedings that stays execution and as to whichsuch CreditPartyhas maintainedadequatereserves withrespectthereto inaccordancewith GAAP.

SECTION 8.05 Maintenance of Existence; Compliance with Laws, Etc.Each Credit Party will,and will cause its Subsidiaries to, (a) preserve and maintain in full force and effect its organizationalexistence (except in a transaction permitted by Section 9.03), (b) preserve and maintain its good standingunder the laws of its state or jurisdiction of incorporation, organization or formation, and each state orother jurisdiction where such Person is qualified, or is required to be so qualified, to do business as aforeign entity, except to the extent that failure to do so would not reasonably be expected to have aMaterialAdverseEffect,and(c)complyinallmaterialrespectswithallApplicableLaws,rules,regulationsandorders, including compliance with safety regulations applicable to any Borrower or anyofits Subsidiaries.

SECTION8.06Environmental Compliance.

(a)Each Credit Party will, and will cause its Subsidiaries to:(i) comply in allmaterial respects with all Environmental Laws and Environmental Permits applicable to their business,operations and Real Property; (ii) obtain and maintain in full force and effect all material EnvironmentalPermitsapplicabletoitsbusiness,operationsandRealProperty;and(iii)conductallresponse,investigation, remediation, cleanup or monitoring activity required by any applicable EnvironmentalLaws, and in accordance with, the requirements of any Governmental Authority having jurisdiction andapplicableEnvironmentalLaws,unlessinthecaseofthisclause(iii)suchrequirementisbeingcontested

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ingoodfaithandbyproperproceedingsandastowhichsuchCreditPartyhasmaintainedadequatereserves with respectthereto in accordance with GAAP.

(b)Each Credit Party will, and will cause its Subsidiaries to, do or cause to be doneall things required by Environmental Laws to prevent any Release of Hazardous Materials in, on, at,under, to or from any Real Property owned, leased or operated by any of the Credit Parties or theirSubsidiaries except in full compliance with applicable Environmental Laws or an Environmental Permit,and ensure that there shall be no Hazardous Materials in, on, at, under or from any Real Property owned,leased or operated by any of the Credit Parties or their Subsidiaries except those that are present, used,stored, handled and managed in materialcompliance with applicable EnvironmentalLaws.

(c)Each Credit Party will, and will cause its Subsidiaries to, undertake all actions,including response, investigation, remediation, cleanup or monitoring actions, necessary, at the sole costandexpenseoftheCreditParties:(i)toaddressanyReleaseofHazardousMaterialsin,on,at,under,toor from any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries asrequiredpursuanttoEnvironmentalLawortherequirementsofanygovernmentalorregulatoryauthority;(ii)toaddressasmayberequired by EnvironmentalLaw any environmentalconditionsrelating to any Credit Party, Subsidiary, or their respective business or operations or to any Real Propertyof the Credit Parties or their Subsidiaries; (iii) to keep any Real Property by any of the Credit Parties ortheirSubsidiariesfreeandclearofallLiensandotherencumbrancespursuanttoanyEnvironmentalLaw;and(iv)topromptly notify AdministrativeAgentinwriting of:(1)any materialReleaseorthreatened Release of Hazardous Materials in, on, at, under, to, or from any Real Property owned, leasedor operated by any of the Credit Parties or their Subsidiaries, except those that are pursuant to and incompliance with the terms and conditions of an Environmental Permit, (2) any material non-compliancewith, or violation of, any Environmental Law applicable to any Credit Party or Subsidiary, any CreditParty’s or Subsidiary’s business and any Real Property owned, leased or operated by any of the CreditParties or their Subsidiaries, (3) any Lien pursuant to Environmental Law imposed on any Real Propertyowned,leasedoroperatedbyanyoftheCreditPartiesortheirSubsidiaries,(4)anyresponse,investigation, remediation, cleanup or monitoring activity at any Real Property owned, leased or operatedby any of the Credit Parties or their Subsidiaries required to be undertaken pursuant to EnvironmentalLaw, and (5) any notice or other communication received by any Credit Party from any person orgovernmental or regulatory authority relating to any material Environmental Claim or material liability orpotentialliabilityofanyCreditPartyorSubsidiarypursuantto anyEnvironmentalLaw.

(d)IfaDefaultcaused by reason of a breach of Section 7.14 or this Section 8.06shall have occurred and is not reasonably curable within 30 days or shall be continuing for more than 30days without the Credit Parties commencing activities reasonably likely to cure such Default, the CreditPartiesshall,atthewrittenrequestofAdministrativeAgent,(i)providetoAdministrativeAgentwithin45 days after such request, at the expense of the Credit Parties, an environmental assessment reportregarding the matters which are the subject of such Default, including, where appropriate, any soil orgroundwater sampling, prepared by a nationally recognized environmental consulting firm reasonablyacceptabletoAdministrativeAgentandintheformandsubstancereasonablyacceptabletoAdministrative Agent and evaluating the presence or absence of Hazardous Materials and the estimatedcost of any compliance or response action to address such Default and findings; (ii) promptly undertakeall actions required by applicable Environmental Law to address any non-compliance with or violation ofEnvironmental Law; (iii) promptly undertake all response actions required by Environmental Laws toaddress any recognized environmental conditions identified in the environmental assessment report to thereasonablesatisfactionofAdministrativeAgent;and(iv)permitAdministrativeAgentanditsrepresentatives to have access to all Real Property and all facilities owned, leased or operated by any oftheCreditPartiesandtheirSubsidiarieswhicharethesubjectofsuchDefaultforthepurposeof

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conductingsuchenvironmentalauditsandtestingasisreasonablynecessary,includingsubsurfacesamplingofsoiland groundwater, thecostforwhich shallbepayable bytheCreditParties.

SECTION 8.07 Maintenance of Properties.EachCreditPartywill,andwillcauseitsSubsidiaries to, maintain, preserve, protect and keep its properties and assets in good working order andcondition(ordinary wearand tearexcepted and subjectto casualty, condemnation and dispositionspermitted pursuant to Section 9.04), and make necessary repairs, renewals and replacements thereto andwill maintain and renew as necessary all licenses, Permits (including the Material Regulatory Licenses)and other clearances necessary to use and occupy such properties and assets, in each case so that thebusiness carried on by such Person may be properly conducted at all times, except where the failure to doso would notreasonablybeexpected to have a MaterialAdverse Effect.

SECTION 8.08 Additional Credit Parties.Any direct or indirect Subsidiary formed or acquiredafter the Closing Date (including by division of any existing limited liability company pursuant to a “planof division” under the Delaware Limited Liability Company Act), and any Subsidiary that is no longer anExcluded Subsidiary pursuant to the terms of the definition thereof, shall be subject to the followingrequirements:

(a)within15calendardaysofsuchevent,theCreditPartieswillcausetobedeliveredtoAdministrativeAgenteachofthefollowing,asapplicable,ineachcasereasonablyacceptable to Administrative Agent and, as applicable, duly executed by the parties thereto: (i) within 15calendar days of such event, (A) a Credit Agreement Joinder pursuant to which such Subsidiary shallbecome, as elected by Administrative Agent andRequired Lenders, a Borrower or a Guarantor, togetherwith other Credit Documents requested by Administrative Agent, including all Security Documents andotherdocumentsrequested by AdministrativeAgentto establish and preserve the Lien of CollateralAgent in all assets of such Subsidiary;(B) UCC financing statements, Documents (as defined in theUCC) and original collateral (including pledged Capital Stock, other securities and Instruments (asdefined in the UCC)) and such other documents and agreements as may be reasonably requested byAdministrative Agent, all as necessary or desirable to establish and maintain a valid, perfected Lien in allassets in which such Subsidiary has an interest; and (C) current copies of the Organization Documents ofsuchSubsidiary,resolutionsoftheboard,othergoverning body thereof, or appropriate committeesthereof(and,ifrequiredbysuchOrganizationDocumentsorapplicablelaw,oftheshareholders,members or partners) of such Person authorizing the actions and the execution and delivery of documentsdescribed in this Section 8.08, all certified by an appropriate officer as Administrative Agent may elect,and (ii) within 30 calendar days of such event, an opinion of counsel to such Subsidiary addressed toAdministrative Agent and the Lenders, in form and substance reasonably acceptable to AdministrativeAgent. TheCreditPartieswillpromptlypledge toCollateralAgent,forthebenefitoftheSecuredParties,

(x)alltheCapitalStockofeachSubsidiaryheldbyaCreditParty,and(y)anypromissorynotesexecuted

after the Closing Date evidencing Indebtedness owing to any Credit Party in an amount of $250,000 ormore for any one promissory note or $500,000 in the aggregate for all such promissory notes, in eachcase, totheextentnotautomaticallyconstitutingCollateralundertheSecurityAgreement;and

(b) theCreditPartiesandeachSubsidiaryshallotherwisecomplywithSection 8.10.

SECTION 8.09 Use of Proceeds.The proceeds of the Loans funded on the Closing Date shall beused(i)topaythetransactionfees,costsandexpensesincurreddirectlyinconnectionwiththeTransactions and (ii) for any lawful Business purpose of any Credit Party, including general workingcapital purposes, in each case, to the extent consistent with the terms of the Credit Documents andApplicable Law.The remaining Loans to be funded on the Subsequent Funding Dates (if any) shall beused for any lawful Business purpose of any Credit Party, including general working capital purposes, ineachcase,totheextent  consistent  withthetermsoftheCredit  DocumentsandApplicableLaw.;

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provided, however, that (x) a portion of the Dispensary Loans shall be used to finance the Charm CityAcquisition, (y)the Delayed Draw Term Loans advanced pursuant to Sections 2.01(c) and 2.01(d) shallbe used solely for working capital and other general corporate purposes and (z) the Delayed Draw TermLoans advanced pursuant to Section 2.01(e) shall be used solely for payment of [REDACTED], in each case, to the extent consistent with the terms of the Credit Documents and Applicable Law.

SECTION8.10Further Assurances.

(a)TheCreditPartieswillexecuteanyandallfurtherdocuments,financingstatements,agreementsandinstruments,andtakeallsuchfurtheractions(including thefiling andrecording of financing statements, fixture filings, mortgages, deeds of trust and other documents), whichmay be required under any Applicable Law, or which Collateral Agent may reasonably request, in orderto grant, preserve, protect and perfect the validity, enforceability, priority and non-avoidability of thesecurity interests created or intended to be created by any Credit Document, all at the sole cost andexpense ofBorrowers.

(b)SubjecttoanyapplicablelimitationssetforthinanyapplicableSecurityDocument,ifanyCreditPartyacquiresanyfeesimpleinterestinRealPropertywithafairmarketvaluein excess of, individually or when aggregated with all other unencumbered fee simple interests in RealProperty oftheCreditParties, $2,500,000, Borrowerswillnotify Collateral Agent and the Lendersthereof promptly (and in any event within five Business Days) and will cause such assets to be subjectedtoaLiensecuringtheapplicableObligationsandwilltake,andcausetheotherCreditPartiestotake,such actions as shall be necessary or reasonably requested by Collateral Agent to grant or perfect suchLiens consistent with the applicable requirements of the Security Documents, including actions describedin Section 8.11, all at the sole cost and expense of Borrowers; provided that in the case of leaseholdinterests, no Mortgage shall be required except to the extent requested by Administrative Agent in itsreasonable discretion.Any Mortgage delivered to Collateral Agent in accordance with the precedingsentence shall be furnished to Collateral Agent within 45 days of the acquisition of such Real Propertyaccompanied by (i) a policy or policies (or unconditional binding commitment thereof) of title insuranceissued by a nationally recognized title insurance company insuring the Lien of such Mortgage as a validLien (with the priority described therein) on the Real Property described therein, free of any other LiensexceptasexpresslypermittedbySection 9.02andanysurveyexceptions,togetherwithsuchendorsements and reinsurance as Collateral Agent may reasonably request, or, if unavailable in thedetermination of Agents in their discretion, a title opinion or such other substitute for such title insurancepolicy as determined by Agents in their reasonable discretion, (ii) a current ALTA survey of such RealProperty, reasonably satisfactory in form and substance to Collateral Agent and, if any, the title insurancecompanyissuingthetitlepolicies(orunconditionalbindingcommitmentsthereof)referencedinclause

(i)above,whichispreparedbyalicensedsurveyorreasonablysatisfactorytoCollateralAgent,(iii)a

floodzonedeterminationissuedbyanationalcertification agency to CollateralAgentindicating thefloodzoneforsuchRealProperty,togetherwithevidencethatthe mortgagee under such Mortgagecarries flood insurance reasonably satisfactory to Collateral Agent if such Real Property is located in aspecial flood hazard area, (iv) a zoning report and environmental site assessment reflecting such RealProperty’s compliance with Applicable Law and (v) if requested by Collateral Agent, an opinion of localcounsel to the applicable Credit Party(ies) in form and substance reasonably satisfactory to CollateralAgent.

(c)Notwithstanding anything herein to the contrary, if Collateral Agent determinesthat the cost of creating or perfecting any Lien on any property is excessive in relation to the practicalbenefits afforded to the Lenders thereby, then such property may be excluded from the Collateral for allpurposes ofthe CreditDocuments.

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SECTION8.11Collateral Access Agreements.TheCreditPartiesshallobtainaCollateralAccess Agreementforanyleased locationto theextentcontemplated bySection 7.18.

SECTION8.12Bank Accounts.

(a)SubjecttoSection 8.17,theCreditPartiesshallestablishanddelivertoCollateral Agent a Control Agreement with respect to each of their respective securities accounts, depositaccounts and investment property, each of which is set forth on Schedule 7.25, other than those accountswhich are Excluded Accounts.The Credit Parties shall not allow any Collections to be deposited to anyaccountsotherthanthoselistedonSchedule 7.25whicharesubjecttoaControlAgreement;providedthat so long as no Event of Default has occurred and is continuing, the Credit Parties may establish newdepositaccounts,commoditiesaccountsorsecuritiesaccountssolongas,priortoorconcurrentlywiththetimesuchaccountisestablished:(i)theCreditPartieshavedeliveredtoAgentsanamendedSchedule

7.25including such account and (ii) the Credit Parties have delivered to Collateral Agent a ControlAgreementwithrespecttosuch accountto theextentsuch accountis notan ExcludedAccount.

(b)Each Control Agreement shall provide, among other things, that (i) upon notice(a“NoticeofControl”) from Collateral Agent, the bank, securities intermediary or other financialinstitution party thereto will comply with instructions of Collateral Agent directing the disposition offunds or other financial assets in the account without further consent by the applicable Credit Party;provided that Collateral Agent agrees not to issue a Notice of Control unless an Event of Default hasoccurred and is then continuing, and (ii) the bank, securities intermediary or other financial institutionparty thereto has no rights of setoff or recoupment or any other claim against the account subject thereto,other than for payment of its service fees and other charges directly related to the administration of suchaccount and for returned checks or other items of payment.In the event Collateral Agent issues a Noticeof Control under any Control Agreement, all Collections or other amounts subject to such ControlAgreement shall be transferred as directed by Collateral Agent and used to pay the Obligations in themannersetforth in Section 4.02(d).

(c)If, notwithstanding the provisions of this Section 8.12, after the occurrence andduringthecontinuanceofanEventofDefault,theCreditPartiesreceiveorotherwisehavedominionover or control of any Collections or other amounts, the Credit Parties shall hold such Collections andamounts in trust for Collateral Agent and shall not commingle such Collections with any other funds ofany Credit Party or other Person or deposit such Collections in any account other than those accounts setforth on Schedule 7.25.

SECTION8.13Sanctions; Anti-Corruption Laws.

(a)No Credit Party shall(orshall permit any Subsidiary to) directly or indirectly,use any Loan or the proceeds of any Loan, or lend, contribute or otherwise make available such Loan orthe proceeds of any Loan to any Person, to fund any activities of or business with any Person, or in anyDesignated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any othermanner that will result in a violation by any Person (including any Person participating in the transaction,whetheras Lender, Agent, Arrangerorotherwise)ofSanctions.

(b)No Credit Party shall(orshall permit any Subsidiary to) directly or indirectly,use anyLoanortheproceedsofanyLoanforanypurposewhich wouldbreachanyAnti-CorruptionLaw.

(c)Notwithstanding the foregoing, nothing herein shall require any Credit Partyorganized under the laws of Canada or a subdivision thereof or any of their Subsidiaries which areorganizedorincorporatedunderthelawofCanadaoranysubdivisionthereof(eachsuchparty,a

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“Canadian Party”), to take action or refrain from taking any action, to the extent such provisions wouldotherwise contravene, or require any notification to the Attorney General of Canada under the Foreign Extraterritorial Measures (United States) Order, 1992, by any such Canadian Party and this Agreement,includingSections 7.19and Section 8.14shallbe limitedand interpretedaccordingly.

SECTION 8.14 Regulatory Matters.The Credit Parties shall ensure that all Material RegulatoryLicenses remain in fullforceand effectin allmaterialrespects.

SECTION 8.15 Annual Lender Meeting.Borrowers will participate in a meeting of the Lendersnotmorefrequentlythanonceeachyear,subsequenttothefilingofParent’sannualreportonForm10-K, to be held via teleconference at a time selected by Administrative Agent and reasonably acceptableto the Lenders and Parent.The purpose of this meeting shall be to present the Credit Parties’ previousfiscalyears’financialresults.

SECTION 8.16 Canadian Securities Law Matters.Parentshall(a)maintainthe listing andposting for trading of its subordinate voting shares on the CSE unless such Capital Stock is listed andposting for trading on the New York Stock Exchange or Nasdaq, in which case it shall maintain suchlisting and posting on such exchange, (b) maintain its status as a “reporting issuer”, or, if Parent’s CapitalStock islisted andposting fortrading on theNew York Stock ExchangeorNasdaq, the equivalentthereof in the United States, and, in each case not in default (beyond any notice and cure period) of therequirements of the Applicable Securities Legislation in the Reporting Jurisdictions, and (c) obtain theacceptance of the CSE for the listing and posting of the Warrant Shares if required under the policies ofthe CSE unless Parent’s Capital Stock is listed and posting for trading on the New York Stock Exchangeor Nasdaq, in which case it shall obtain the acceptance of such exchange for the listing and posting of theWarrantShares ifrequired underthe policies ofsuch exchange.

SECTION 8.17 Post-Closing Matters.The On or before July 1, 2022(or such later date to whichAdministrative Agent agrees in its discretion), the Credit Parties shall deliver the following to Agents, informand substance satisfactoryto Agents:

(a)Solely to the extent not completed in connection with the Closing Date,a zoningreport and environmental site assessment reflecting such Real Property’s compliance with ApplicableLaw.

(b)Solely to the extent not completed in connection with the Closing Date, if suchReal Property is in a flood zone, a flood notification form signed by Parent and evidence that floodinsurance is in place for the buildings and their contents located thereon.

(c)Duly-executed signatures to a Collateral Access Agreement for each leasedlocation of Borrowers required to be subject thereto pursuant to Section 7.18.

(a)on or before November 19, 2021, (i) true, complete and correct copies of the CharmCity Acquisition Agreement, the Charm City Note, the Charm City Pledge Agreement and the othermaterial agreements, instruments and other documents executed in connection with the Charm CityAcquisition Agreement and (ii) the Charm City Intercreditor Agreement, duly executed by the partiesthereto;

(b)on or before December 3, 2021, (i) all agreements, instruments, documents and otheritems required by Section 8.08 with respect to adding Vireo Charm City as a Borrower hereunder,including an Assumption Agreement (as described in the Security Agreement) and a Credit AgreementJoinder,dulyexecutedbyanAuthorizedOfficerofVireoCharmCity,and(ii)amendedandrestated

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NotesreflectingtheDispensaryLoansandtheadditionofVireoCharm CityasaBorrower,dulyexecuted byan AuthorizedOfficerofeach Borrowerand Vireo CharmCity;and

(c)onorbeforeJanuary18,2021(orsuchlaterdatetowhichAdministrativeAgentagrees in its discretion):

(d)(i)aA duly-executed Control Agreement for each of the deposit accounts andsecurities accounts of the Credit Parties (other than Excluded Accounts and Borrowers’ deposit accountswithSevern Bank),.

(e)Solely to the extent not completed in connection with the Closing Date or if thetitle company will not provide a title insurance commitment, or an update of an existing title policy,without a survey exception, an ALTA survey prepared by a surveyor reasonably acceptable to CollateralAgent and certified to Collateral Agent and the issuer of the title insurance policy in a manner reasonablysatisfactory to Collateral Agent; provided, however, that Collateral Agent may agree to allow thisrequirement or any part hereof to be satisfied post-closing in its discretion.

(ii)true,correctandcompleteSchedule 7.13 andSchedule1totheU.S. SecurityAgreementto replace thecorrespondingSchedules deliveredon the ClosingDate,

(iv)duly-executedsignaturestoaCollateralAccessAgreementforeachleased locationofBorrowersrequired tobesubjecttheretopursuanttoSection 7.18.

ARTICLE IX

Negative Covenants

TheCreditPartiesherebycovenantandagreethatuntiltheLoans,togetherwithinterest,Feesand all other Obligations incurred hereunder (other than Unasserted Contingent Obligations) are paid infullin accordance with the terms ofthis Agreement:

SECTION 9.01 Limitation on Indebtedness.Each Credit Party will not, and will not permit anyof its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist orotherwisebecomedirectlyorindirectlyliable,contingentlyorotherwisewithrespecttoanyIndebtedness, exceptfor:

(a) Indebtedness inrespectoftheObligations;

(b)Indebtedness(i)evidencingthedeferredpurchasepriceofnewlyacquiredequipment or incurred to finance the acquisition of equipment of such Credit Party (pursuant to purchasemoney security arrangements or otherwise, whether owed to the seller or a third party) used in theordinary course of business of such Credit Party (provided that such Indebtedness is incurred within 60days of the acquisition of such property), or (ii) evidenced by Capitalized Leases into which such CreditParty enters for the acquisition of equipment used in the ordinary course of business of such Credit Party;providedthattheaggregateoutstandingprincipalamountofsuchIndebtednessunderclauses(i)and(ii)ofthisclause(b)andclause(n)belowshallnotexceed$7,500,000atanytime,andprovided,further,thatLendersshallhavetheright,butnotanobligation,toadvanceallofsuchIndebtednessonsubstantially the same terms and conditions proposed to the applicable Credit Party or Subsidiary by anyother Person within seven Business Days of receipt from such Credit Party or Subsidiary of a copy of thebona fide termsheetorofferofleaseforsuch Indebtedness;

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(c)IndebtednessexistingasoftheClosingDateor, on and after the ThirdAmendmentInitial Funding Date, the Third Amendment Initial Funding Date which is identified onSchedule 7.24and whichis nototherwisepermitted bythisSection 9.01;

(d) Indebtednessinconnectionwithanysale-leasebacktransactionpermittedby

Section 9.09;

(e)unsecured Indebtedness (i) incurred in the ordinary course of business of suchCredit Party and its Subsidiaries in respect of open accounts extended by suppliers on normal trade termsin connection with purchases of goods and services which are not overdue for a period of more than 90daysor, ifoverdueformorethan 90 days, asto which a dispute existsandadequate reserves inconformity with GAAP have been established on the books of such Credit Party and (ii) in respect ofperformance, surety or appeal bonds provided in the ordinary course of business and consistent with pastpractice,butexcluding(ineachcase)IndebtednessincurredthroughtheborrowingofmoneyorContingentLiabilities in respectthereof;

(f)Guarantee Obligations of any Credit Party in respect of Indebtedness otherwisepermittedhereunderofany CreditParty (otherthanIndebtednessdescribedinclauses(m)and(n)below);

(g)non-recourseIndebtednessincurredbyanyBorroweroranySubsidiarytofinance the payment of insurance premiums; provided, however, that such Indebtedness may be recourseif such Borrower or Subsidiary cannot obtain the applicable insurance premium financing for insurancethatisin compliancewith Section 8.03 withcommerciallyreasonableterms ona non-recoursebasis;

(h)intercompany Indebtedness (i) between any Credit Parties, (ii) or by any CreditParty owing to any Subsidiary that is not a Credit Party, so long as such Indebtedness is evidenced by anote which is pledged to Collateral Agent and is subject to a subordination agreement (or evidenced by anote which includes subordination terms) in form and substance satisfactory to Collateral Agent, (iii)between any Subsidiaries that are not Credit Parties, and (iv) by any Subsidiary that is not a Credit Partyowing to any Credit Party in an aggregate amount not to exceed, when combined with the aggregateamountofInvestments madepursuantto Section 9.05(d), $500,000;

(i)the endorsement of negotiable instruments for deposit or collection or similartransactionsin the ordinarycourse ofbusiness;

(j)Indebtedness in respect of netting services, overdraft protection and otherwise inconnection withdepositaccountsorsimilaraccountsincurredintheordinarycourseofbusiness;

(k)IndebtednessowedtoanyPersonprovidingworker’scompensation,health,disability or other employee benefits or property, casualty or liability insurance to any Borrower or anySubsidiary incurred in connection with such Person providing such benefits or insurance pursuant tocustomary reimbursement or indemnification obligations to such Person, in each case, in the ordinarycourse ofbusiness;

(l)Indebtednessinrespectofsuretybonds,performancebondsandsimilarinstrumentsissuedintheordinarycourseofbusinessinanaggregateamountnottoexceed(i)

$10,000,000inrespectofeachsuchsuretybond,performancebondandsimilarinstrumentor(ii)

$25,000,000inrespectofallsuchsuretybonds,performancebondsandsimilarinstrumentsintheaggregate; and

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(m)IndebtednessrelatingtoJudgments,includingappealbonds,orawardsnotconstitutingan EventofDefaultunderSection 10.01(g);

(n)otherIndebtednessincurredbyParentorVireoHealthinanaggregateoutstanding amount not to exceed $7,500,000 at any time, so long as (i) unless such Indebtedness is beingincurredtorepaytheObligations,noFinancialCovenantEventofDefaultexistsand(ii)suchIndebtednessisunsecured;providedthattheaggregateoutstandingprincipalamountofsuchIndebtedness under this clause (n) and clauses (i) and (ii) of clause (b) above shall not exceed $7,500,000atanytime,andprovided,further,thatLendersshallhavetheright,butnotanobligation,toadvanceallof such Indebtedness on substantially the same terms and conditions proposed to the applicable CreditParty or Subsidiary by any other Person within seven Business Days of receipt from such Credit Party orSubsidiaryofa copyofthe bona fidetermsheetforsuchIndebtedness;and

(o) obligationsunderHedgingAgreementspermitted underSection 9.12;and

(p)the Indebtedness owed to Charm City Seller pursuant to the Charm City Note, solong as (i) the aggregate principal amount of such Indebtedness shall not exceed $2,000,000, as suchamount is repaid in accordance with its terms, (ii) such Indebtedness is subject to the Charm CityIntercreditor Agreement and (iii) Charm City Intercreditor Agreement is in full force and effect and hasnotbeen challenged byCharmCitySeller.

SECTION 9.02 Limitation on Liens.Each Credit Party will not, and will not permit any of itsSubsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any propertyor assets of any kind (real or personal, tangible or intangible) of any such Person (including its CapitalStock), whether now owned or hereafter acquired, except for the following (collectively, the “PermittedLiens”):

(a) Liens securingpaymentoftheObligations;

(b)Liens existing as of the Closing Dateor, on and after the Third AmendmentInitial Funding Date, the Third Amendment Initial Funding Date and disclosed in Schedule 9.02 securingIndebtedness permitted under Section 9.01(c); provided that no such Lien shall encumber any additionalproperty and the amount of Indebtedness secured by such Lien shall not be increased or its term extendedfrom that existing on the Closing Dateor the Third Amendment Initial Funding Date, as applicable (assuch Indebtedness may be permanently reduced subsequent tothe Closing Datesuch date) except to theextentpermitted bySection 9.01(c);

(c)LienssecuringIndebtednessofthetypepermittedunderSection 9.01(b);providedthat(i)suchLienisgrantedwithin60daysaftersuchIndebtednessisincurred,(ii)theIndebtedness secured thereby does not exceed the lesser of the cost and the fair market value of theequipment at the time of such acquisition and (iii) such Lien encumbers only the assets acquired with theproceeds of such Indebtedness or the assets leased or purported to be leased under such CapitalizedLeases, as the case maybe, and the proceeds thereof;

(d)Liens arising by operation of law in favor of carriers, warehousemen, mechanics,materialmen and landlords incurred in the ordinary course of business for amounts not yet overdue orbeing diligently contested in good faith by appropriate proceedings that stay execution of such Lien andforwhichadequate reservesin accordancewith GAAP shallhavebeen establishedon itsbooks;

(e)Liens incurred or deposits made in the ordinary course of business in connectionwithworker’scompensation,unemploymentinsuranceorotherformsofgovernmentalinsuranceor

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benefits,ortosecureperformanceoftenders,statutoryobligations,bids,leasesorothersimilarobligations (other than for borrowed money) entered into in the ordinary course of business or to secureobligationson surety, appealorperformance bonds;

(f)Judgment Liens in existence for less than 60 days after the entry thereof, or withrespect to which execution has been bonded, stayed or the payment of which is covered in full byinsuranceorsuretybonds,andwhichJudgmentLiensdonototherwiseresultinanEventofDefaultunderSection 10.01(g);

(g)easements, rights-of-way, zoning restrictions, defects or irregularities in title andother similar encumbrances not, in each case, interfering in any material respect with the value or use ofthe propertyto which such Lien is attached;

(h)Liens for Taxes, assessments or other governmental charges or levies (excludingany Lien imposed pursuant to the provisions of ERISA or any Canadian Pension Plan) not yet due andpayable,orthatarebeingdiligentlycontestedingoodfaithbyappropriateproceedingsthatstaysexecution and for which adequate reserves in accordance with GAAP shall have been established on itsbooks;

(i)Liens arising in the ordinary course of business by virtue of any contractual,statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights andremediescovering depositaccountsor securities accounts (including funds orotherassets creditedthereto) or other funds maintained with a depository institution or securities intermediary, so long as theapplicable provisions of Section 8.12 have been complied with in respect of such deposit accounts andsecurities accounts;

(j)any interest or title of a lessor, licensor or sublessor under any lease, license orsublease (and precautionary UCC filings or PPSA registrations with respect thereto) entered into by anysuch Credit Party or Subsidiary in the ordinary course of its business and covering only the assets soleased, licensed orsubleased;

(k)LienssolelyonanycashearnestmoneydepositsmadebysuchPersoninconnection with anyletterofintentorpurchaseagreementpermitted hereunder;

(l)Liens of sellers of goods to such Person arising under Article II of the UniformCommercial Code or similar provisions of Applicable Law in the ordinary course of business, coveringonly the goods sold or securing only the unpaid purchase price of such goods and related expenses to theextentsuch Indebtedness is permitted hereunder;

(m)Liens on insurance policies and the proceeds thereof securing the financing ofpremiums withrespecttheretoto theextentsuchfinancingispermitted underSection 9.01(g);

(n)Liens (including the right of set-off) in favor of a bank or other depositoryinstitutionarisingasamatteroflawencumbering depositssolong astheapplicableprovisionsofSection

8.12 have been compliedwith;and

(o)deposits to secure the performance of bids, trade contracts, leases, statutoryobligations, surety and appeal bonds, performance bonds, letters of credit and other obligations of a likenature, in each case intheordinarycourse ofbusiness;and

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(p)theLiensgranted to Charm City Sellerpursuantto theCharm City PledgeAgreement to secured the Indebtedness under the Charm City Note, so long as (i) such Liens are subjecttotheCharm City IntercreditorAgreementand(ii)the Charm City Intercreditor Agreement is in fullforce and effectandhas notbeen challengedbyCharmCitySeller.

Notwithstanding anything to the contrary set forth in this Section 9.02, in no event shall any Credit Partycreate, incur, assume or suffer to exist any Lien (other than Liens in favor of Collateral Agent pursuant tothe Credit Documents) upon the rights of any Credit Party or Subsidiary under any Material Contract oranyaccountsreceivable,Collections orproceedsarisingthereunderorwithrespectthereto.

SECTION 9.03 Consolidation, Merger, Etc.Except for the transactions set forth on Schedule9.03, each Credit Party will not, and will not permit any of its Subsidiaries, to liquidate or dissolve,consolidate with, amalgamate with or into, or merge into or with, any other Person; provided that (a) anyCredit Party or Subsidiary of any Credit Party may liquidate or dissolve voluntarily into, and may mergeor amalgamate with and into, any Borrower (so long as such Borrower is the surviving entity), (b) anyGuarantor may liquidate or dissolve voluntarily into, and may merge or amalgamate with and into anyother Guarantor organized under the laws of the same jurisdiction, (c) the assets or Capital Stock of anyCredit Party (other than Parent) may be purchased or otherwise acquired by any Borrower, (d) the assetsor Capital Stock of any Guarantor may be purchased or otherwise acquired by any other Credit Party, (e)any Borrower or other Credit Party with de minimis, or no, assets and operations may be administrativelydissolved upon 30 days’ prior notice to Administrative Agent, so long as such assets are acquired by aBorrowerorotherCreditPartyinconnectiontherewithoraredisposedofaspermittedbySection 9.04; (f) any Credit Party may consolidate with, amalgamate with or into, or merge into or with, any otherPersoninconnectionwithatransactionpermittedbySection 9.05(g),providedthat(i)suchCreditPartyis the surviving entity and (ii) unless Administrative Agent otherwise agrees in its discretion, such Personwasorganizedunderthelawsof(A)theUnitedStatesofAmericaoroneofitsstatesor(B)Canadaorone ofits provinces.

SECTION 9.04 Permitted Dispositions.Each Credit Party will not, and will not permit any of itsSubsidiaries, to make a Disposition, or enter into any agreement to make a Disposition, of such CreditParty’s or such Subsidiary’s assets (including accounts receivable and Capital Stock of Subsidiaries) toanyPersoninone transactionora seriesofrelatedtransactionsunlesssuchDisposition:

(a)is in the ordinary course of its business and is of obsolete, surplus or worn outproperty or property no longer used in its business, so long as, unless the Net Cash Proceeds of suchDisposition are used to repay the Obligations, no Financial Covenant Event of Default exists at the timeofsuch Disposition;

(b)is made as a consequence of any loss, damage, distribution or other casualty orany condemnation or taking of such assets by eminent domain proceedings, provided that the Net CashProceeds thereofare appliedin accordance withSection 4.02(a)(iii);

(c) is forfairmarketvalueandthe followingconditionsaremet:

(i)(A) the aggregate amount of Dispositions during any fiscal year shall notexceed $2,500,000, (B) the Disposition is of a Non-Core Asset or (C) the Disposition is of the CapitalStock,IP Rights oranyotherassets ofResurgent;

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(ii)immediatelypriortoandimmediatelyaftergivingeffecttosuchDisposition, no Default or Event of Default shall have occurred and be continuing or would resulttherefrom;

(iii) BorrowersapplyanyNetCashProceedsarisingtherefrompursuantto

Section 4.02(a)(ii);

(iv)nolessthan80.00%oftheconsiderationreceivedforsuchsale,transfer,lease, contribution orconveyance is received in cash;and

(v)unlesstheNetCashProceedsofsuchDispositionareusedtorepaytheObligations, no FinancialCovenantEventofDefaultexists atthetime ofsuchDisposition;

(d) is asaleofInventory(asdefinedintheUCC)intheordinarycourseofbusiness;

(e)isasaleordispositionofequipmenttotheextentthatsuchequipmentisexchangedforcreditagainstthepurchasepriceofsimilarreplacementequipment,ortheproceedsofsuchDispositionsarereasonablypromptlyappliedtothepurchasepriceofsimilarreplacementequipment, allin theordinarycourseofbusiness inaccordance withSection 4.02(a)(ii);

(f)isan abandonment, failure to renew, or other disposition in the ordinary courseof business of any intellectual property that is not material to the conduct of the business of any CreditPartyor anySubsidiaryofsuch CreditParty;

(g) isotherwisepermittedbySection 9.03,9.05(d)or9.05(h);

(h)is by (i) any Credit Party or Subsidiary thereof to Parent, (ii) any Subsidiary of aCredit Party (other than a Borrower) to any Credit Party or (iii) any Credit Party (other than a Borrower)to anotherCreditParty;

(i) consists ofthegrantingofPermittedLiens;

(j) consistsofaDispositionofcashorCashEquivalents;

(k)is a sale or discount of accounts receivable arising in the ordinary course ofbusiness in connection with thecollection thereof;

(l)consists of the leasing or licensing (pursuant to leases or licenses entered into inthe ordinarycourseofbusiness)ofrealorpersonalpropertyintheordinarycourseofbusiness;

(m)consistsofadispositionofownedRealProperty(otherthantheMarylandMortgaged Property)to effectuatea sale-leasebacktransaction permittedbySection 9.09;and

(n)is a disposition of owned or leased Real Property to a Governmental Authoritythat results from a condemnation, provided that the proceeds thereof are applied in accordance with thisAgreement; and;

(o) isasale,transfer,orotherdispositionofthePhoenixAssets.

Notwithstanding anything to the contrary set forth in this Section 9.04, except with respect to any sale,transfer, orotherdispositionofthePhoenix Assets, innoeventshallany Credit Party sell, transfer,assignorotherwisedisposeof(otherthaninconnectionwiththegrantofaLieninfavorofCollateral

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Agent pursuant to the Credit Documents) any of its rights under or in respect of any accounts receivable,Collections or proceeds arising thereunder or with respect thereto other than as permitted under clause(c)(i)(B)above.

SECTION 9.05 Investments.EachCreditPartywillnot,andwillnotpermitanyofitsSubsidiaries to, purchase, make, incur, assume or permit to exist any Investment in any other Person,includingthe formation,creation oracquisitionofanySubsidiary,except:

(a)InvestmentsexistingontheClosingDateor, on and after the Third AmendmentInitial Funding Date, the Third Amendment Initial Funding Date andidentified inSchedule 9.05;

(b) Investmentsin cash andCash Equivalents;

(c)Investments received in connection with the bankruptcy or reorganization of, orsettlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinarycourse ofbusiness;

(d)Investments by way of contributions to capital or purchases of Capital Stock (i)by any Credit Party in any of its Subsidiaries that are Credit Parties or by any Subsidiary that is not aCredit Party in any Credit Party; provided that such Investment is in compliance with Section 9.01(h) inthe event such Investment constitutes Indebtedness of the party making such Investment, and (ii) by anyCredit Party in any Subsidiary that is not a Credit Party in an aggregate amount at any time not to exceed,whencombinedwiththeaggregateprincipalamountofIndebtednessincurredpursuanttoSection9.01(h)(iv), $500,000;

(e)Investmentsconstituting(i)accountsreceivablearising,(ii)tradedebtgranted,or (iii) deposits made in connection with the purchase price of goods or services, in each case in theordinarycourse ofbusiness;

(f)any agreement by any Credit Party to accept a deferred portion of the sales pricein connection with anyDisposition permitted underSection 9.04;

(g) PermittedAcquisitions;

(h)intercompany Indebtedness permitted pursuant to Section 9.01(h), so long as theapplicable Persons havecomplied with therequirements setforthin such Section;

(i)the maintenance of deposit accounts in the ordinary course of business so long astheapplicableprovisionsofSection 8.12havebeencompliedwithinrespectofsuchdepositaccounts;

(j) GuaranteeObligationstotheextentpermittedbySection 9.01(f);

(k)loans and advances to officers, directors and employees of any Credit Party forreasonableandcustomarybusinessrelatedtravelexpenses,entertainmentexpenses,movingexpensesandsimilarexpenses,ineachcaseincurredintheordinarycourseofbusiness,inanaggregateoutstandingprincipalamountatanytimenotto exceed $500,000;

(l)Investments consisting of loans made in lieu of Restricted Payments which areotherwise permitted underSection 9.07;

(m)deposits, prepayments and other credits to suppliers and deposits in connectionwithleaseobligations,taxes,insuranceandsimilaritems,ineachcasemadeintheordinarycourseof

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business and securing Contractual Obligations of a Credit Party, in each case to the extent constituting aPermitted Lien;and

(n) obligationsunderHedgingAgreements permitted underSection 9.12.

provided that no Investment otherwise permitted under clauses (d)(ii), (f), (g) or (k) shall be permitted tobe made if, at the time of making any such Investment, any Default or Event of Default has occurred andis continuingorwould resulttherefrom.

SECTION9.06ERISA.

(a)No Credit Party will (a) fail to meet the minimum funding requirements ofERISA, permit a Reportable Event or Prohibited Transaction, as each term is defined in ERISA, to occuror (b) withdraw or permit any Subsidiary to withdraw from participation in, permit partial or completetermination of, or permit the occurrence of any other event with respect to, any present pension, profitsharing and deferred compensation plan which could reasonably be expected to result in any liability of aCreditPartyoranyofitsSubsidiaries,includinganyliabilitytothePensionBenefitGuarantyCorporation orits successors oranyothergovernmentalagency.

(b)(i) No Credit Party nor any applicable regulatory authority shall terminate aCanadian Pension Plan (in whole or in part) if, as a result of such termination, any Credit Party may berequired to make an additional contribution to such Canadian Pension Plan, or to incur an additionalliability or obligation to such Canadian Pension Plan, and (ii) no contribution failure shall occur underanyapplicablepension benefitslegislation inCanada oranyotherjurisdiction.

SECTION 9.07 Restricted Payments.Each Credit Party will not, and will not permit any of itsSubsidiaries, to make any Restricted Payment, or make any deposit for any Restricted Payment, otherthan:

(a)RestrictedPaymentsbyanySubsidiaryofaCreditPartyto(i)itsdirectparent,so longas such parentisa CreditPartyor(ii)Parent;

(b)Restricted Payments by any Credit Party or any its Subsidiaries to pay dividendswith respect to its Capital Stock payable solely in additional shares of such Capital Stock (other thanDisqualified CapitalStock);

(c)Parent may repurchase Capital Stock owned by employees pursuant to a plan forthe benefit of employees whose employment with such Person and its Subsidiaries has been terminated,provided that such Restricted Payments shall not exceed $1,000,000 in any fiscal year, except and to theextent such payments are funded by proceeds of “key person” life or disability insurance, and provided,further, that no Event of Default exists at the time of such Restricted Payment or would occur as a resultthereof;and

(d)Restricted Payments by any Credit Party or any of its Subsidiaries to (i) VireoHealth for management fees, or (ii) Resurgent (or any other Credit Party that is an assignee of Resurgentwith respectto Resurgent’s IPRights)forintellectualpropertyroyaltypayments.

SECTION 9.08 Payments and Modification of Certain Agreements.Each Credit Party will not,and willnotpermitanyofits Subsidiaries to:

(a)Exceptasexpresslypermittedby Section 9.07,makeanypaymentonaccountof

(i)IndebtednessthathasbeencontractuallysubordinatedinrightofpaymenttotheObligationsifsuch

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paymentisnotpermittedatsuchtimeunderthesubordinationtermsandconditionsapplicabletheretoor

(ii) any other Restricted Debt if any Default or Event of Default has occurred and is continuing or wouldresulttherefrom.

(b)Consentto any amendment, supplement, waiverorothermodification of, orenterintoanyforbearancefromexercisinganyrightswithrespecttothetermsorprovisionscontainedin

(i)anyOrganizationDocuments,ineachcase,otherthananyamendment,supplement,waiver,termination, modification or forbearance (A) that is not materially adverse to the Secured Parties and (B)notice of which was received by Administrative Agent at least 10 Business Days (or such shorter periodas Administrative Agent may permit in its discretion) prior to its effectiveness, (ii) any document,agreement or instrument evidencing or governing any Indebtedness that has been subordinated to theObligations in right of payment or any Liens that have been subordinated in priority to the Liens ofAdministrative Agent unless such amendment, supplement, waiver or other modification is permittedunder the terms of the subordination agreement applicable thereto, or (iii) any Material Contract, in eachcase, other than any amendment, supplement, waiver or modification (A) that is not materially adverse tothe Secured Parties and (B) notice of which was received by Administrative Agent at least 10 BusinessDays(orsuchshorterperiodasAdministrativeAgentmaypermitinitsdiscretion)priortoitseffectiveness.

SECTION9.09Sale and Leaseback; Build-to-Suit Lease.EachCreditPartywillnot,andwillnot permit any of its Subsidiaries, directly or indirectly, to engage in any sale-leaseback, build-to-suitlease, synthetic lease or similar transaction after the Closing Date with respect to any property of anyCreditPartyoranySubsidiarythereof; provided, however,thataCreditPartymayenterinto(a)simultaneous sale and leaseback transactions of any Real Property owned by such Credit Party or anyimprovement owned by such Credit Party located on Real Property owned by another Person and (b) anyother lease of Real Property that creates Attributable Indebtedness on the part of any Credit Party, in eachcase so long as (w) such Real Property is not, or such improvement is not located on, the MarylandMortgaged Property, (x) no Maryland Mortgaged Property shall be subject to any Lien as a result of suchtransaction or lease, (y) no Default or Event of Default has occurred and is continuing or would resultfrom such transaction or lease, and (z) if such Credit Party transfers any right, title or interest in any RealProperty or improvement in connection with such transaction or lease, such Credit Party shall receive100.00% cash consideration in an amount not less than the fair market value of such Real Property orimprovement.

SECTION 9.10 Transactions with Affiliates.Except as set forth on Schedule 9.10, each CreditParty will not, and will not permit any of its Subsidiaries, to enter into or cause or permit to exist anyarrangement, transaction or contract (including for the purchase, lease or exchange of property or therendering of services) with any Affiliate (other than arrangements, transactions or contracts solely amongthe Credit Parties) except (a) on fair and reasonable terms no less favorable to such Credit Party or suchSubsidiary thanitcould obtain in an arm’s-length transaction with a Person that is not an Affiliate, (b)anytransactionexpresslypermittedunderSection 9.01(f),9.03,9.05(d),9.05(h),9.05(j),9.05(k)or9.07,

(c)so long as it has been approved by Parent’s or its applicable Subsidiary’s Board of Directors inaccordance with Applicable Law, (i) customary fees to, and indemnifications of, non-officer directors ofthe Credit Parties and their respective Subsidiaries or (ii) the payment of reasonable and customarycompensation for executive officers of the Credit Parties and their respective Subsidiaries in the ordinarycourse of business, (c) the payment of reasonable and customary compensation for other officers andemployees of the Credit Parties and their respective Subsidiaries in the ordinary course of business, (d)provision of reasonable and customary indemnification arrangements and benefit plans for officers andemployeesoftheCreditPartiesandtheirrespectiveSubsidiariesintheordinarycourseofbusiness,and

(d) transactionsamong SubsidiariesthatarenotCreditPartiesintheordinarycourseofbusiness.

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SECTION 9.11 Restrictive Agreements, Etc.Each Credit Party will not, and will not permit anyofits Subsidiaries,to enterintoanyagreement(otherthan aCreditDocument)prohibiting:

(a)the creation or assumption of any Lien upon its properties, revenues or assets,whethernowowned orhereafteracquired;

(b)the ability of such Person to amend or otherwise modify any Credit Document orwaive, consentto orotherwise deviate fromanyprovision underanyCreditDocument;or

(c)the ability of such Person to make any payments, directly or indirectly, to anyBorrower,includingbywayofdividends,advances,repaymentsofloans,reimbursementsofmanagementand otherintercompanycharges, expenses andaccruals orotherreturns on investments.

The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a)above (which do not prohibit the Credit Parties from complying with or performing the terms of thisAgreement and the other Credit Documents) which are contained in any agreement, (i) for the creation orassumptionofanyLienonthesubletorassignmentofanyleaseholdinterestofanyCreditPartyoranyofitsSubsidiariesenteredintointheordinarycourseofbusiness,(ii)fortheassignmentofanycontractor licensed intellectual property entered into by any Credit Party or any of its Subsidiaries in the ordinarycourse of business or (iii) for the transfer of any asset pending the close of the sale of such asset pursuantto a Disposition permitted underthis Agreement.

SECTION 9.12 Hedging Agreements.Each Credit Party other than Parent will not, and will notpermit any of its Subsidiaries to, enter into any Hedging Agreement, other than Hedging AgreementsenteredintointheordinarycourseofbusinesstohedgeormitigateriskstowhichParentisexposedinthe conduct of their business or the management of their liabilities.Solely for the avoidance of doubt,each of the Credit Parties acknowledges that a Hedging Agreement entered into for speculative purposesor of a speculative nature (which shall be deemed to include any Hedging Agreement under which Parentis or may become obliged to make any payment (a) in connection with the purchase by any third party ofany common stock or any Indebtedness or (b) as a result of changes in the market value of any commonstock or any Indebtedness) is not a Hedging Agreement entered into in the ordinary course of business tohedgeormitigate risks.

SECTION9.13Changes in Business and Fiscal Year.

(a)Each Credit Party will not, and will not permit any of its Subsidiaries to modifyor change its method of accounting (other than (i) as may be required to conform to GAAP or (ii) to theextent consented to by Administrative Agent (such consent not to be unreasonably withheld, conditionedordelayed).

(b)No Credit Party, Affiliate of a Credit Party or any officer of a Credit Party or anAffiliate of a Credit Party, shall (i) engage in the Business except through a Borrower or another CreditParty or (ii) acquire or obtain any direct or indirect economic interest in any Person that engages in theBusinessexceptingonlytheacquisitionofequityordebtsecuritiesofanyotherPersonthatengagesinthe Business in an aggregate amount of not more than 1.00% of the issued outstanding equity of suchPerson.

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SECTION9.14Financial Covenants.

(a)Liquidity.The Credit Parties will not permit Liquidity of the Credit Parties to beless than, at any time,the lesser of (i) 15.00% of the aggregate amount of the Loans advanced by theLenders and (ii) $4,000,000,tested on the lastBusiness Dayofeach calendarmonth.

(b)Minimum Consolidated Adjusted EBITDA. Commencing onJuly 31April 30,20222023, maintain atalltimesConsolidated Adjusted EBITDA, tested at the end of each calendarmonth based upon the immediately preceding Applicable Fiscal Period, of at least the amount set forthbelowforsuch calendarmonth end:

Period	Amount
July31,2022–SeptemberApril30,20222023 – June 30, 2023	$1,000,000
OctoberJuly31,2022–December31,20222023 – September 30, 2023	$1,500,000
JanuaryOctober31,2023 – MarchDecember31,2023	$2,000,000
April30January 31,20232024	$2,500,000
May31,2023February29, 2024andthelastday ofeachcalendarmonth thereafter	$3,000,000

(c)Consolidated Fixed Charge Coverage Ratio. Commencing onOctoberJuly31,20222023, maintain at all times a Consolidated Fixed Charge Coverage Ratio, tested at the end of eachcalendar month based upon the immediately preceding Applicable Fiscal Period, of not less than the ratiosetbelowforsuch calendarmonth end:

Period	Ratio
OctoberJuly31,2022–December31,20222023 – September 30, 2023	0.50to1.00
JanuaryOctober31,2023andthelastdayofeachcalendarmonththereafter	1.00to1.00

SECTION9.15Operations of Parent.Parentwillnotholdanyassetsorengageinanybusinessotherthan as setforth in Section 7.29.

ARTICLE X

Events of Default

SECTION10.01Listing of Events of Default.Eachofthefollowingeventsoroccurrences describedin thisSection 10.01shallconstitutean “EventofDefault”:

(a)Non-Payment of Obligations.(i) Any Borrower shall default in the payment ofany principalof any Loan when such amount is due, any interest on any Loan or (ii) any Credit Partyshall default in the payment of any other monetary Obligation and, in each case of this clause (ii), suchdefaultshallcontinue unremedied fora period offive days.

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(b)Breach of Representations or Warranties.Any representation or warranty by anyCredit Party made or deemed to be made in any Credit Document (including any certificates deliveredpursuant to Article V), is or shall be incorrect in any material respect when made or deemed to have beenmade.

(c)Non-Performance of Certain Covenants and Obligations.Any Credit Party shalldefault in the due performance or observance of any of its obligations under Section 8.01 (other thanSections 8.01(e) and 8.01(f)), 8.03, 8.04, 8.05 (solely with respect to such Credit Party’s existence in itsjurisdiction oforganization),8.08, 8.09,8.10, 8.12,8.13, 8.14, 8.16or8.17orArticle IX.

(d)Non-Performance of Other Covenants and Obligations.Any Credit Party shalldefaultinthedueperformanceorobservanceofanyofitsobligationsunderSection 8.01(e),8.01(f),8.02, 8.05 (other than with respect to such Credit Party’s maintenance of good standing in its jurisdictionof organization), 8.06, 8.07, 8.11, or 8.15, or any Credit Party shall default in the due performance orobservance of its obligations under any covenant applicable to it under any Security Document, and, ineach of the foregoing instances, such default shall continue unremedied for a period of 15 days after suchCreditPartyreceivesnotice orotherwise obtainsknowledge oftheoccurrence thereof.

(e)Non-Performance of Other Covenants and Obligations.Any Credit Party shalldefault in the due performance and observance of any obligation contained in any Credit Documentexecuted by it (other than as specified in Sections 10.01(a), 10.01(b), 10.01(c), or 10.01(d)), and, in eachof the foregoing instances, such default shall continue unremedied for a period of 30 days after suchCreditPartyreceivesnotice orotherwise obtainsknowledge oftheoccurrence thereof.

(f)Default on Other Indebtedness.(i) a default shall occur in the payment of anyamount when due (subject to any applicable grace, notice or cure period), whether by acceleration orotherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than theObligations) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount,individually or in the aggregate, in excess of $2,500,000, or a default shall occur in the performance orobservance of any obligation or condition with respect to any such Indebtedness if the effect of suchdefault is to accelerate the maturity of such Indebtedness or to permit the holder or holders of suchIndebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to becomeimmediately due and payable, if, in each case, such default is not waived by the applicable Person within30 days of such default, or (ii) any Indebtedness of any Credit Party or Subsidiary of any Credit Partyhaving a principal or stated amount, individually or in the aggregate, in excess of $2,500,000 shallotherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase ordefease such Indebtedness to be made, priorto its expressedmaturity).

(g)Judgments; Fines.Any Judgment, in an amount (exclusive of any amountscovered by insurance (less any applicable deductible) and as to which the insurer has acknowledged itsresponsibility to cover such Judgment), individually or in the aggregate, in excess of the amount thatwould result in Borrowers failing to comply with Section 9.14 with respect to any Financial PerformanceCovenant, recomputed as of the end of the Applicable Fiscal Period most recently ended for whichfinancial statements have been delivered pursuant to Section 8.01(a) or 8.01(b) after giving effect to suchamount as a Judgment on a pro forma basis, shall be rendered against any Credit Party or any of itsSubsidiaries and such Judgment shall not have been vacated or discharged or stayed or bonded pendingappeal within 60 days after the entry thereof or enforcement proceedings shall have been commenced byanycreditorupon such Judgment.

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(h)Bankruptcy, Insolvency, Etc.AnyCreditPartyoranyofits Subsidiaries shall:

(i)become insolvent or generally fail to pay, or admit in writing its inabilityorunwillingness generallyto pay, its debts as theybecome due;

(ii)applyfor,consentto,oracquiesceintheappointmentofatrustee,receiver, sequestrator, examiner or other custodian for any substantial part of the assets or other propertyofanysuch Person, ormake a generalassignmentforthebenefitofcreditors;

(iii)in the absence of such application, consent or acquiesce to or permit orsuffertoexist,theappointmentofatrustee,interimreceiver,receiver,receiverandmanager,administrative receiver, custodian, liquidator, provisional liquidator, administrator, sequestrator or otherlike official for a substantial part of the property of any thereof, and such trustee, interim receiver,receiver, receiver and manager, administrative receiver, custodian, liquidator, provisional liquidator,administrator, sequestrator or other like officialshall not be discharged within 60 days; provided thateach Credit Party hereby expressly authorizes each Secured Party to appear in any court conducting anyrelevant proceeding during such 60-day period to preserve, protect and defend their rights under theCreditDocuments;

(iv)permitorsuffertoexistthecommencementofanybankruptcy,reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law orother Insolvency Legislation or any dissolution, examinership, winding up or liquidation proceeding, inrespect thereof, and, if any such case or proceeding is not commenced by such Person, such case orproceeding shall be consented to or acquiesced in by such Person, or shall result in the entry of an orderfor relief or shall remain for 60 days undismissed; provided that each Credit Party hereby expresslyauthorizes each Secured Party to appear in any court conducting any such case or proceeding during such60-dayperiod to preserve,protectand defendtheirrights underthe CreditDocuments;or

(v)takeanyactionauthorizing,orinfurtheranceof,anyoftheforegoing.

(i)Impairment of Security, Etc.AnyCreditDocumentoranyLiengrantedthereunder shall (except in accordance with its terms), in whole or in part, terminate, cease to be effectiveorceasetobethelegally valid, binding and enforceable obligation of any Credit Party thereto withrespect to Collateral in an aggregate amount in excess of $2,500,000, or any Credit Party or any otherPerson shall, directly or indirectly, contest or limit in any manner such effectiveness, validity, bindingnature or enforceability. Except as permitted under any Credit Document, any Lien (subject only toPermitted Liens) securing any Obligation shall, in whole or in part, cease to be a perfected Lien withrespecttoCollateralwithavalueinanaggregateamountinexcessof$2,500,000(otherthanasaresultofvoluntaryand intentionaldischargeofthe Lien byCollateralAgent).

(j) Change of Control.AnyChange ofControlshalloccur.

(k)Restraint of Operations; Loss of Assets.If any Material Credit Party is enjoined,restrained, or in any way prevented by court order or other Governmental Authority from continuing toconduct all or any material part of its business affairs or if any material portion of any Material CreditParty’s assets is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes intothe possession of any third Person and the same is not discharged before the earlier of 60 days after thedate it first arises or five days prior to the date on which such property or asset is subject to forfeiture bysuch CreditParty.

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(l)Inability to Satisfy Obligations.After receipt of the cash flow forecast requiredby Section 8.01(f), Administrative Agent or Required Lenders reasonably determine that Borrowers donot have the cash flow or other permitted funding sources in the amounts and timeframe necessary toenable Borrowers to satisfytheObligations as theybecome dueand payable.

(m)Regulatory Licenses.IfanyMaterialRegulatoryLicensewithrespecttoArizona, Maryland, Minnesota and New York ceases to be valid, subsisting and in good standing, if anyBorroweroperatinginanyoftheforegoingStatesisnotpermittedtouseaMaterialRegulatoryLicensein such State or if any Material Regulatory License is withdrawn, cancelled, suspended or adverselyamended in amannerthatwould reasonablybe expectedto resultin aMaterialAdverseEffect.

(n)Other Proceedings.Any Credit Party, or any officer, director or, if such CreditParty is manager-managed, managerthereof(i)shall have been found guilty of an act of fraud, or (ii)shallhavebecomesubjectto any adverse, final, non-appealable judgmentin any civilorcriminalprosecution, enforcement, asset forfeiture or any other civil or criminal enforcement action or proceedingbrought by any state or local Governmental Authority with respect to any alleged breach of US StateCannabis Law or any local cannabis law; and, with respect to any of the foregoing circumstancesdescribed in this clause (ii), if any of the foregoing can be corrected in the opinion of such GovernmentalAuthority, such Person fails to take all corrective action required to satisfy, reinstate or otherwise addressanyalleged issues within the correctiveaction period, ifany.

(o)Change in Cannabis Law; Restricted Cannabis Activity.If a Change in CannabisLawshalloccur, oranyCreditPartyshallengage inanyRestricted Cannabis Activity.

(p)Trading Suspension.Theofficialquotation ofParent’s subordinated votingshares on the CSE is suspended for a period in excess of five consecutive trading days or, in the case of avoluntarysuspension, 10 consecutive tradingdays.

SECTION10.02Remedies Upon Event of Default.IfanyEventofDefaultunderSection10.01(h) shall occur for any reason, whether voluntary or involuntary, all of the outstanding principalamount of the Loans and other Obligations shall automatically be due and payable and any Commitmentsshallbeterminated,ineachcase,withoutpresentment,demand,protestorfurthernoticeofanykind,allof which are hereby expressly waived by each Credit Party.   If any Event of Default (other than anyEvent of Default under Section 10.01(h)) shall occur for any reason, whether voluntary or involuntary,andbecontinuing,AdministrativeAgentmay,anduponthedirectionofRequiredLenders,Administrative Agent shall, declare all or any portion of the outstanding principal amount of the LoansandotherObligationstobedueandpayableandanyCommitmentshallbeterminated,whereuponthefullunpaidamountofsuchLoansandotherObligationsthatshallbesodeclareddueandpayableshallbe and become immediately due and payable, in each case, without presentment, demand, protest orfurther notice of any kind, all of which are hereby expressly waived by each Credit Party.The Lendersand Collateral Agent shall have all other rights and remedies available at law or in equity or pursuant toanyCreditDocuments.

SECTION10.03Right to Cure Certain Covenant Violations.Notwithstandinganythingto the contrary contained in Section 10.01(c), if Borrowers fail to comply with the requirements of anycovenant set forth in Section 9.14(b) or Section 9.14(c) (each, a “Financial Covenant”), then from theend of the calendar month for which such non-compliance occurred until the 120th calendar day after thedate on which financial statements are required to be delivered pursuant to Section 8.1(a) (each suchperiod,a“FinancialCovenantCurePeriod”),Parentshallbeentitledtoendeavortoraiseequityonsuch terms as Parent’s Board of Directors may approve (so long as such terms are not in violation of anyCreditDocument)inanamountthat,ifaddedtoEBITDAfortherelevanttestingperiod,wouldhave

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beensufficienttocausecompliancewithsuchFinancialCovenantforsuchperiod(each,a“FinancialCovenant Equity Cure”), and provided, that:

(a)ParentshallnotbeentitledtoexercisetheFinancialCovenantEquityCuremorethan three times priortotheDispensary LoanMaturityDate;

(b)ParentshallnotifyAdministrativeAgentofParent’sintenttoexercisetheFinancial Covenant Equity Cure no later than 10 days after the end of the relevant month, and the right tosuch exercise with respect to non-compliance with the applicable Financial Covenant shall be deemedwaived ifsuch notice is notreceived bysuch date;

(c)If Administrative Agent receives a notice from Parent as provided in clause (b)above, interest on the Obligations shall accrue during the Financial Equity Cure Period as follows:(i) ifsuch Financial Covenant Equity Cure occurs (i) on or before the date 15 days after the commencement ofthe Financial Covenant Cure Period, at (A) with respect to the Dispensary Loans, the Dispensary LoanCash Interest Rate plus the Dispensary Loan PIK Interest Rate, and (B) with respect to the other Loans,the Cash Interest Rate plus the PIK Interest Rate, (ii) after the date 15 days after the commencement ofthe Financial Covenant Cure Period, but on or before the date 45 days after the commencement of theFinancialCovenantCurePeriod,attheDefaultRate,and(iii)afterthedate45daysafterthecommencement of the Financial Covenant Cure Period, until the earlier of (A) the date on which suchFinancial Covenant Equity Cure occurs and (B) payment in full of the Obligations, at a per annum rateequalto the DefaultRate plus 4.00%;

(d)upon receipt by Administrative Agent of evidence of the consummation of theFinancial Covenant Equity Cure (which evidence shall be in form and substance reasonably satisfactoryto Lenders), no Default or Event of Default shall be deemed to exist pursuant to the applicable FinancialCovenant (and any such Default or Event of Default shall be retroactively considered not to have existedor occurred).If the Financial Covenant Equity Cure is not consummated within the applicable FinancialCovenant Cure Period, each such Default or Event of Default shall be deemed to have occurred on thefirstdayof the applicable FinancialCovenantCure Period;and

(e)thecashamountreceivedbyBorrowerspursuanttoexerciseoftherightto makea Financial Covenant Equity Cure shall be added to EBITDA for the last fiscal month of the immediatelypreceding Applicable Fiscal Period solely for purposes of recalculating compliance with such FinancialCovenant for such period and of calculating such Financial Covenant as of the end of the next threefollowing Applicable Fiscal Periods.No Financial Covenant Equity Cure shall be taken into account forpurposes of calculating any Financial Covenant in order to determine pro forma compliance with suchFinancial Covenant for purposes of the incurrence of any Indebtedness, or for purposes of calculating anybaskets orcompliance withanyothercovenantsorforanyotherpurpose hereunder.

For the avoidance of doubt, nothing in this Section 10.03 shall prevent any Borrowerfrom receiving capital contributions in an aggregate amount in excess of the amount sufficient to causecompliance with the applicable Financial Covenant for the relevant testing period; provided that suchexcess shall not be added to EBITDA for the purpose of calculating compliance with such FinancialCovenantoranyotherpurpose.

ARTICLE XI

Agents

SECTION11.01Appointment.EachLender(and,ifapplicable,eachotherSecuredParty)herebyappointsChicagoAtlanticasitsCollateralAgentunderandforpurposesofeachCredit

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Document, and hereby authorizes Collateral Agent to act on behalf of such Lender (or if applicable, eachother Secured Party) under each Credit Document, and, in the absence of other written instructions fromthe Lenders pursuant to the terms of the Credit Documents received from time to time by CollateralAgent, to exercise such powers hereunder and thereunder as are specifically delegated to or required ofCollateral Agent by the terms hereof and thereof, together with such powers as may be incidental thereto.Each Lender (and, if applicable, each other Secured Party) hereby appoints Chicago Atlantic as itsAdministrativeAgentunderandforpurposesofeachCreditDocumentandherebyauthorizesAdministrative Agent to act on behalf of such Lender (or, if applicable, each other Secured Party) undereach Credit Document and, in the absence of other written instructions from the Lenders pursuant to theterms of the Credit Documents received from time to time by Administrative Agent, to exercise suchpowers hereunder and thereunder as are specifically delegated to or required of Administrative Agent bythe terms hereof and thereof, together with such powers as may be incidental thereto.Each Lender (and,if applicable, each other Secured Party) hereby designates and appoints each Agent as the agent of suchLender.Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall haveany duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship withanyLenderorotherSecuredParty,andnoimpliedcovenants,functions,responsibilities,duties,obligationsorliabilitiesshallbereadintothisAgreementoranyotherCreditDocumentorotherwiseexistagainstanyAgent.AnythingcontainedinanyoftheCreditDocumentstothecontrarynotwithstanding, each Credit Party, Administrative Agent, Collateral Agent and each Secured Partyhereby agree that (i) no Secured Party shall have any right individually to realize upon any of theCollateralor to enforce the Security Agreementorany other Security Documents, it being understoodandagreedthatallpowers,rightsandremedieshereundermaybeexercisedsolelybyAgents,onbehalfof the Secured Parties in accordance with the terms hereof, and all powers, rights and remedies under theSecurity Documents may be exercised solely by Agents, and (ii) in the event of a foreclosure by any ofAgents on any of the Collateral pursuant to a public or private sale or other disposition, any Agent or anyLender may be the purchaser or licensor of any or all of such Collateral at any such sale or otherdisposition and each Agent, as agent for and representative of the Secured Parties (but not any Lender orLenders in its or their respective individual capacities unless Required Lenders shall otherwise agree inwriting) shall be entitled, for the purpose of bidding and making settlement or payment of the purchaseprice for all or any portion of the Collateral sold at any such public sale, to use and apply any of theObligations (including Obligations owed to any other Secured Party) as a credit on account of thepurchase priceforanyCollateralpayablebysuchAgentatsuch saleorotherdisposition.

SECTION11.02Delegation of Duties.EachAgentmayexecuteanyofitsdutiesunderthis Agreement and the other Credit Documents by or through agents or attorneys in fact and shall beentitledtoadviceofcounselconcerning allmatterspertaining tosuch duties.No Agent shall beresponsible for the negligence or misconduct of any agents or attorneys in fact selected by it withreasonable care.

SECTION11.03Exculpatory Provisions.NeitheranyAgentnoranyoftheirrespectiveofficers, directors, employees, agents, attorneys in fact or Affiliates shall be (a) liable for any actionlawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement orany other Credit Document (except to the extent that any of the foregoing are found by a final andnon-appealable decision of a court of competent jurisdiction to have resulted from its or such Person’sown gross negligence, bad faith or willful misconduct) or (b) responsible in any manner to any of theLendersoranyotherSecuredPartyforanyrecitals,statements,representationsorwarrantiesmadebyany Credit Party or any officer thereof contained in this Agreement or any other Credit Document or inany certificate, report, statement or other document referred to or provided for in, or received by Agentsunder or in connection with, this Agreement or any other Credit Document or for the value, validity,effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Credit DocumentorforanyfailureofanyCreditPartyorotherPersontoperform itsobligationshereunderorthereunder.

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Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance orperformance of any of the agreements contained in, or conditions of, this Agreement or any other CreditDocument, orto inspectthe properties, booksorrecordsofanyCreditParty.

SECTION11.04Reliance by Agents.EachAgentshallbeentitledtorely,andshallbefully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit,letter,telecopy,telexorteletypemessage,statement,orderorotherdocumentorconversationbelievedby it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons andupon advice and statements of legal counsel (including counsel to the Credit Parties), independentaccountants and other experts selected by such Agent.Agents may deem and treat the payee of any noteas the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereofshall have been filed with Agents.Each Agent shall be fully justified in failing or refusing to take anyaction under this Agreement or any other Credit Document unless it shall first receive such advice orconcurrence of Required Lenders (or, if so specified by this Agreement, all or other requisite Lenders) asit deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and allliability and expense that may be incurred by it by reason of taking or continuing to take any such action.Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreementand the other Credit Documents in accordance with a request of Required Lenders (or, if so specified bythisAgreement, allLenders), andsuch requestand any action taken or failure to act pursuant theretoshallbebindinguponalltheLendersandallfutureholdersoftheLoansandallotherSecuredParties.

SECTION11.05Notice of Default.AdministrativeAgentshallnotbedeemedtohaveknowledgeornoticeoftheoccurrenceofanyDefaultorEventofDefaulthereunder,exceptwithrespecttoanyDefaultorEventofDefaultinthepaymentofprincipal,interestandfeesrequiredtobepaidtoAdministrativeAgentfortheaccountoftheLendersunlessAdministrativeAgenthasreceivednoticefromaLenderoraBorrowerreferringtothisAgreement,describingsuchDefaultorEventofDefaultandstatingthatsuchnoticeisa“noticeofdefault”.CollateralAgentshallnotbedeemedtohaveknowledgeornoticeoftheoccurrenceofanyDefaultorEventofDefaulthereunderunlessCollateralAgenthasreceivednoticefromaLenderoraBorrowerreferringtothisAgreement,describingsuchDefaultorEventofDefaultandstatingthatsuchnoticeisa“noticeofdefault”.IntheeventthatanAgentreceivessuchanotice,suchAgentshallgivenoticethereoftotheotherAgentandtheLenders.EachAgentshalltakesuchactionwithrespectto suchDefaultorEventofDefaultasshallbereasonablydirectedbyRequiredLenders(or,ifsospecifiedbythisAgreement,allLendersoranyotherinstructinggroupofLendersspecifiedbythisAgreement);providedthatunlessanduntileachAgentshallhavereceivedsuchdirections,Agentsmay(butshallnotbeobligatedto)takesuchaction,orrefrainfromtakingsuchaction,withrespecttosuchDefaultorEventofDefaultassuchAgentshalldeemadvisablein the bestinterests ofthe SecuredParties.

SECTION11.06Non-Reliance on Agents and other Lenders.EachLender(and,ifapplicable, each other Secured Party) expressly acknowledges that neither Agents, Arranger, nor any oftheir respective officers, directors, employees, agents, attorneys in fact or Affiliates have made anyrepresentations or warranties to it and that no act by any Agent or Arranger hereafter taken, including anyreview of the affairs of a Credit Party or any Affiliate of a Credit Party, shall be deemed to constitute anyrepresentation or warranty by any Agent or Arranger to any Lender or any other Secured Party.EachLender (and, if applicable, each other Secured Party) represents to Agents and Arranger that it has,independently and without reliance upon any Agent, Arranger or any other Lender or any other SecuredParty,andbasedonsuchdocuments and informationasithas deemedappropriate, madeitsownappraisal of, and investigation into, the business, operations, property, financial and other condition andcreditworthiness of the Credit Parties and their Affiliates and made its own decision to make its Loanshereunder.Each Lender (and, if applicable, each other Secured Party) also represents that it will,independentlyandwithoutrelianceuponanyAgent,ArrangeroranyotherLenderoranyotherSecured

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Party, and based on such documents and information as it shall deem appropriate at the time, continue tomake its own credit analysis, appraisals and decisions in taking or not taking action under this Agreementand the other Credit Documents, and to make such investigation as it deems necessary to inform itself asto the business, operations, property, financial and other condition and creditworthiness of the CreditParties and their Affiliates.Except for notices, reports and other documents expressly required to befurnished to the Lenders by any Agent or Arranger hereunder, Agents and Arranger shall not have anydutyorresponsibilitytoprovideanyLenderoranyotherSecuredPartywithanycreditorotherinformationconcerningthebusiness,operations,property,condition(financialorotherwise),prospectsorcreditworthinessofany CreditParty orany Affiliate of a Credit Party that may come into thepossessionofsuchAgentoranyofitsofficers,directors,employees,agents,attorneysinfactorAffiliates.

SECTION11.07Indemnification.TheLendersagreetoindemnifyeachAgentinitscapacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation ofthe Credit Parties to do so), ratably according to their respective Total Credit Exposure in effect on thedateonwhichindemnification is sought under this Section 11.07 (or, if indemnification is sought afterthe date upon which the Commitments shall have terminated and the Loans shall have been paid in full,ratably in accordance with such Total Credit Exposure immediately prior to such date), from and againstany andallliabilities,obligations, losses, damages, penalties, actions, judgments, suits, costs, expensesor disbursements of any kind whatsoever that may at any time (whether before or after the payment of theLoans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of,theCommitments,thisAgreement,anyoftheotherCreditDocuments,oranydocumentscontemplatedby or referred to herein or therein or the transactions contemplated hereby or thereby or any action takenor omitted by such Agent under or in connection with any of the foregoing; provided that no Lender shallbeliableforthepaymentofany portionofsuch liabilities, obligations, losses, damages, penalties,actions, judgments, suits, costs, expenses or disbursements that are found by a final and non-appealabledecision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence, badfaith or willful misconduct.The agreements in this Section 11.07 shall survive the payment of the Loansand allotheramounts payable hereunder.

SECTION11.08Agent in Its Individual Capacity.EachAgentanditsAffiliatesmaymakeloansto,acceptdepositsfromandgenerallyengageinanykindofbusinesswithanyCreditPartyas though such Agent were not an Agent.With respect to its Loans made or renewed by it, each Agentshall have the same rights and powers under this Agreement and the other Credit Documents as anyLender and may exercise the same as though it were not an Agent, and the terms “Lender”, “Lenders”,“Secured Party” and“Secured Parties”shallincludeeach Agentin its individualcapacity.

SECTION11.09Successor Agents.EitherAgentmayresignasAgentupon20days’notice to the Lenders, such other Agent and Borrowers.If either Agent shall resign as such Agent in itsapplicable capacity under this Agreement and the other Credit Documents, then Required Lenders shallappoint a successor agent, which successor agent shall, unless an Event of Default shall have occurredand be continuing, be subject to approval by Parent (which approval shall not be unreasonably withheld,delayedorconditioned),whereuponsuchsuccessoragentshallsucceedtotherights,powersanddutiesof such Agent in its applicable capacity, and the term “Administrative Agent” or “Collateral Agent”, asthe case may be, shall mean such successor agent effective upon such appointment and approval, and theformer Agent’s rights, powers and duties as Agent in its applicable capacity shall be terminated, withoutanyotherorfurtheractordeedonthepartofsuchformerAgentoranyofthepartiestothisAgreementor any holders of the Loans. If no applicable successor agent has accepted appointment as such Agent inits applicable capacity by the date that is 20 days following such retiring Agent’s notice of resignation,such retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shallassumeandperformallofthedutiesofsuchAgenthereunderuntilsuchtime,ifany,asRequired

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Lenders appoint a successor agent as provided for above.After any retiring Agent’s resignation asAdministrative Agent or Collateral Agent, as applicable, the provisions of this Article XI shall inure to itsbenefitastoanyactionstakenoromittedtobetakenbyitwhileitwasanAgentunderthisAgreementand theotherCreditDocuments.

SECTION11.10Agents Generally.Exceptasexpresslysetforthherein,noAgentshallhave any duties or responsibilities hereunder in its capacity as such.Arranger shall not have anyobligationsordutieswhatsoeverinsuchcapacityunderthisAgreementoranyotherCreditDocumentand shall incur no liability hereunder or thereunder in such capacity, but Arranger and its Related Partiesshallhave the benefitofthe indemnitiesprovided forhereunder.

SECTION11.11Restrictions on Actions by Secured Parties; Sharing of Payments.

(a)EachoftheLendersagreesthatitshallnot,withouttheexpresswrittenconsentof Collateral Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written requestofCollateralAgent,setoffagainsttheObligations,anyamountsowingbysuchLendertoanyCreditParty or any of their respective Subsidiaries or any deposit accounts of any Credit Party or any of theirrespectiveSubsidiariesnow orhereaftermaintained with such Lender.Each of the Lenders furtheragrees that it shall not, unless specifically requested to do so in writing by Collateral Agent, take or causeto be taken any action, including, the commencement of any legal or equitable proceedings to enforce anyCredit Document against any Credit Party or to foreclose any Lien on, or otherwise enforce any securityinterestin, anyofthe Collateral.

(b)Subject to Section 12.08(a), if, at any time or times any Lender shall receive (i)by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect totheObligations,exceptforany suchproceedsorpaymentsreceivedby suchLenderfrom Agentspursuant to the terms of this Agreement, or (ii) payments from Agents in excess of such Lender’s pro ratashare of all such distributions by Agents, such Lender promptly shall (A) turn the same over to CollateralAgent, in kind, and with such endorsements as may be required to negotiate the same to Collateral Agent,or in immediately available funds, as applicable, for the account of all of the Lenders and for applicationto the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase,without recourse or warranty, an undivided interest and participation in the Obligations owed to the otherLenderssothatsuchexcesspaymentreceivedshallbeappliedratablyasamongtheLendersinaccordancewith their pro rata shares; provided that to the extentthat such excess payment received bythepurchasingpartyisthereafterrecoveredfromit,thosepurchasesofparticipationsshallberescindedin whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall bereturned to such purchasing party, but without interest except to the extent that such purchasing party isrequired to payinterestin connection withtherecoveryoftheexcess payment.

(c)The benefit of the provisions of the Credit Documents directly relating to theCollateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is notan Agent or a Lender as long as, by accepting such benefits, such Secured Party agrees, as among Agentsand all other Secured Parties, that such Secured Party is bound by (and, if requested by any Agent, shallconfirm such agreement in a writing in form and substance acceptable to the such Agent) this Article XI,including Sections 11.11(a) and (b), and the decisions and actions of Agents and Required Lenders (or,where expressly required by the terms of this Agreement, a greater proportion of the Lenders) to the sameextent a Lender is bound; provided that, notwithstanding the foregoing, (i) except as set forth specificallyherein, each Agent and each Lender shall be entitled to act in its discretion, without regard to the interestof such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remainsoutstanding,isdeprivedofthebenefitoftheCollateral,becomesunsecuredorisotherwiseaffectedorputinjeopardythereby,andwithoutanydutyorliabilitytosuchSecuredPartyoranysuchObligation

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and (ii) except as specifically set forth herein, such Secured Party shall not have any right to be notifiedof, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of theCollateralorunderanyCreditDocument.

(d)Without limitation of any other provision in this Agreement, if at any timeAdministrative Agent makes a payment hereunder in error to any Lender, whether or not in respect of anObligationdueandowingbyBorrowersatsuchtime,wheresuchpaymentisaRescindableAmount,then in any such event, such Lender receiving a Rescindable Amount severally agrees to repay toAdministrativeAgentforthwithondemandtheRescindableAmountreceivedbysuchLenderinimmediately available funds in the currency so received, with interest thereon, for each day from andincluding the date such Rescindable Amount is received by it to but excluding the date of payment toAdministrative Agent, at the greater of the Federal Funds Rate and a rate determined by AdministrativeAgent in accordance with banking industry rules on interbank compensation. Each Lender irrevocablywaives any and all defenses, including any “discharge for value” (under which a creditor might otherwiseclaim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) orsimilar defense to its obligation to return any Rescindable Amount. Administrative Agent shall informeach Lender promptly upon determining that any payment made to such Lender comprised, in whole or inpart, a Rescindable Amount.

SECTION11.12Agency for Perfection.CollateralAgentherebyappointseachotherSecured Party as its agent and as sub-agent for the other Secured Parties (and each Secured Party herebyaccepts such appointment) for the purpose of perfecting all Liens with respect to the Collateral, includingwith respect to assets which, in accordance with Article VIII or Article IX, as applicable, of the UniformCommercial Code of any applicable state can be perfected only by possession or control.Should anySecured Party obtain possession orcontrolofany such Collateral, such Secured Party shall notifyCollateral Agent thereof, and, promptly upon Collateral Agent’s request therefor shall deliver possessionor control of such Collateral to Collateral Agent and take such other actions as agent or sub-agent inaccordance with Collateral Agent’s instructions to the extent, and only to the extent, so authorized ordirected byCollateralAgent.

SECTION11.13Enforcement by Agents.AllrightsofactionunderthisAgreement,theNotesandtheotherCreditDocumentsshallbeinstituted,maintained,pursuedorenforcedbyAgents.AnysuitorproceedinginstitutedbyanyAgentinfurtheranceofsuchenforcementshallbebroughtinsuchAgent’snamewithoutthenecessityofjoininganyoftheotherLenders.Inanyevent,therecoveryofanyjudgmentbyanyAgentshallbefortheratablebenefitofallSecuredParties,subjecttothereimbursementofexpenses and costs ofsuch Agent.

SECTION11.14Credit Parties Not Beneficiaries.TheprovisionsofthisArticle XIaresolely for the benefit of Agents and Lenders, may not be enforced by any Credit Party, and may bemodified orwaived withouttheapprovalorconsentoftheCreditparties.

SECTION11.15Intercreditor and Subordination Agreements.Lendershereby(a)authorize each Agent to execute and deliver any intercreditor agreement or subordination agreement onbehalf of Agents and Lenders and to perform its obligations thereunder and (b) agree to be bound by theprovisions ofsuch documents.

ARTICLE XII

Miscellaneous

SECTION12.01Amendments and Waivers.Neitherthis AgreementnoranyotherCreditDocument,noranytermshereoforthereof,maybeamended,supplemented,modifiedorwaivedexcept

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in accordance with the provisions of this Section 12.01.Required Lenders may, or, with the prior writtenconsent of Required Lenders, Administrative Agent may, from time to time, enter into with the relevantCredit Party or Credit Parties written amendments, supplements or modifications hereto and to the otherCreditDocumentsforthe purpose of adding any provisions to this Agreement or the other CreditDocuments or changing in any manner the rights of the Lenders or the Credit Parties hereunder orthereunder,waive,onsuchtermsandconditionsasRequiredLendersorAdministrativeAgent,asthecase may be, may specify in such instrument, any of the requirements of this Agreement or the otherCredit Documents or any Default or Event of Default and its consequences or consent to any acts oromissions of the Credit Parties hereunder or under any other Credit Document that, but for such consent,would constitute a Default or Event of Default hereunder or thereunder; provided that no such waiver,amendment, supplement, modification, consentorwaivershalldirectlyorindirectly:

(a)(i) reduce or forgive any portion of any Loan or extend the final scheduledmaturity date of any Loan or reduce the stated interest rate (provided that only the consent of RequiredLenders shall be necessary to waive any obligation of Borrowers to pay interest at the Default Rate oramend Section 2.04(d)), or (ii) reduce or forgive any portion or extend the date for the payment, of anyinterest or fee payable hereunder (other than as a result of waiving the applicability of any post-defaultincreaseininterestratesandotherthanasaresultofawaiveroramendmentofany mandatoryprepayment of Loans (which shall not constitute an extension, forgiveness or postponement of any datefor payment of principal, interest or fees)), or (iii) amend or modify any provisions of Section 4.02(d) orany other provision that provides for the pro rata nature of disbursements by or payments to the Lenders,in eachcasewithoutthewrittenconsentofeach Lenderdirectlyandadverselyaffectedthereby;

(b)amend,modify orwaiveany provisionofthisSection 12.01orreduce thepercentages specified in the definitions of the term “Required Lenders” or consent to the assignment ortransfer by any Credit Party of its rights and obligations under any Credit Document to which it is a party(except as permitted pursuant to Section 9.03), in each case without the written consent of each Lenderdirectlyand adverselyaffected thereby;

(c)increase the aggregate amount of any Commitment of any Lender without theconsentofsuch Lender;

(d)amend, modify or waive any provision of Article XI without the written consentofthe then-currentCollateralAgentand Administrative Agent;or

(e)release (i) any Borrower, (ii) all or substantially all Guarantors under Article VI(except as expressly permitted by Article VI), or (iii) any Liens in favor of Collateral Agent or theLenders on all or substantially all of the Collateral under the Security Documents (except as expresslypermittedtherebyandinSection 12.18),ineachcasewithoutthepriorwrittenconsentofeachLender.

Notwithstanding the foregoing, no amendment, modification or supplement of this Agreement orany other Credit Document shall be effective without the consent of the Credit Parties unless otherwiseexpresslyprovided in this Agreementorsuch otherCreditDocument.

SECTION12.02Notices and Other Communications; Facsimile Copies.

(a)General.Unlessotherwiseexpresslyprovidedherein,allnoticesandothercommunicationsprovidedforhereunderorunderanyotherCreditDocumentshallbeinwriting(including by facsimile or other electronic transmission).All such written notices shall be mailed, faxedordeliveredtotheapplicableaddressorelectronicmailaddress,andallnoticesandother

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communicationsexpresslypermittedhereundertobegivenbytelephoneshallbemadetotheapplicabletelephone number, as follows:

(i)iftotheCreditPartiesorAgents,viaovernightcouriertotheaddressandtotheelectronicmailaddressspecifiedforsuchPersononSchedule 12.02ortosuchotheraddress,orelectronicmailaddressasshallbe designatedbysuchpartyin anoticetotheotherparties;and

(ii)iftoanyLender,totheaddress,facsimilenumber,electronicmailaddress or, with respect to notices and other communications between Secured Parties, telephone numberspecified (A) in Schedule 1.01, (B) after the Closing Date, in its Administrative Questionnaire or (C) bysuch Lenderin a notice to Parentand Agents.

All such notices and other communications shall be deemed to be given or made upon the earlierto occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier,when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, five Business Daysafter deposit in the mails, postage prepaid;and (C) if delivered by electronic mail (which form ofdelivery is subject to the provisions of Section 12.02(c)), when delivered if prior to 5:00 p.m. on aBusiness Day, and if after 5:00 p.m. on a Business Day, on the next following Business Day. In additionto the foregoing, to be effective, electronic mail notice must originate from an electronic mail addressapproved by all parties with at least 10 days’ advance written notice to allow parties to allow theirsystems to properlyrecognize and allowfordeliveryofsuch messages.

(b)Effectiveness of Facsimile Documents and Signatures.Credit Documents maybe transmitted or signed by facsimile or other electronic communication.The effectiveness of any suchdocuments and signatures shall have the same force and effect as manually signed originals and shall bebindingon allCreditParties, Agents andthe Lenders.

(c)Reliance by Agents and Lenders.   Agents and the Lenders shall be entitled torely and act upon any notices purportedly given by or on behalf of any Credit Party even if such noticeswere not made in a manner specified herein, were incomplete or were not preceded or followed by anyotherform ofnoticespecifiedherein.Totheextentpermittedby ApplicableLaw,alltelephoniccommunications with either Agent may be recorded by such Agent, and each of the parties hereto herebyconsents to such recording.

SECTION12.03No Waiver; Cumulative Remedies.Nofailuretoexerciseandnodelayin exercising, on the part of any Agent or any Lender, any right, remedy, power or privilege hereunder orundertheotherCreditDocumentsshalloperateasawaiverthereof,nor shall any single or partialexercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereofortheexerciseofany otherright, remedy, powerorprivilege.Therights, remedies, powers andprivilegeshereinprovidedarecumulativeandnotexclusiveofanyrights,remedies,powersandprivilegesprovided bylaw.

SECTION12.04Survival of Representations and Warranties.Allrepresentationsandwarranties made hereunder and in the other Credit Documents shall survive the execution and delivery ofthis Agreementand the makingofthe Loans hereunder.

SECTION12.05Payment of Expenses and Taxes; Indemnification.EachBorroweragrees (a) to pay or reimburse each Agent and Arranger for all their costs and expenses reasonablyincurred (butlimited,in thecaseoflegalfeesand expensesof each Agent and Arrangers, to thereasonable fees, charges and disbursements of one primary counsel for Agents and Arranger, taken as awhole,and,ifdeemedreasonablynecessarybyAdministrativeAgent,onelocalcounseltosuchPersons,

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takenasawhole,inanyrelevantjurisdiction)inconnectionwithduediligenceinrespectofthetransactionscontemplatedbythisAgreement,thedevelopment,preparationandexecutionof,andanyamendment,supplement,ormodificationto,thisAgreementandtheotherCreditDocuments,includinginconnectionwithaninitialsyndication,andanyotherdocumentspreparedinconnectionherewithortherewith,andtheconsummation,monitoring,oversightandadministrationofthetransactionscontemplatedherebyandthereby,(b)topayorreimburseeachLenderandeachAgentforalltheircostsandexpensesreasonablyincurred(butlimited,inthecaseoflegalfeesandexpensesofeachLenderandeachAgent,tothereasonablefees,chargesanddisbursementsof(i)asingleprimarycounseltoAgentsandLenders,takenasawhole,(ii)asinglelocalcounseltoAgentsandLenders,takenasawhole,ineachappropriatejurisdiction(whichmay includeasinglespecialcounselacting inmultiplejurisdictions)and(iii)intheeventofanyactualorpotentialconflictofinterest,oneadditionalcounselforeachpartysubjecttosuchconflict)inconnectionwiththeexercise,enforcementorpreservationofanyrightsunderthisAgreement,theotherCreditDocumentsandanysuchotherdocuments,orinconnectionwiththeLoansmadehereunder,includingallsuchcostsandexpensesincurredduringanyworkout,restructuringornegotiationsinrespectofsuchLoans,(c)topay,indemnify,andholdharmlesseachLenderandAgentsfromanyandallOtherTaxes,ifany,thatmaybepayableordeterminedtobepayableinconnectionwiththeexecutionanddeliveryof,orconsummationoradministrationofanyofthe transactionscontemplatedby,oranyamendment,supplementormodificationof,oranywaiverorconsentunderorinrespectof,thisAgreement,theotherCreditDocumentsandanysuchotherocuments,(d)topayorreimburseAdministrativeAgentforallreasonablefees,costsandexpensesincurredinexercisingitsrightsunderSection 8.15and(e)topay,indemnifyandholdharmlesseachLender,ArrangerandAgentsandtheirrespectiveRelatedPartiesfromandagainstanyandallotherliabilities,obligations,losses,damages,fines,fees,penalties,actions,judgments,suits,andreasonablecosts,expensesordisbursementsofanykindornaturewhatsoever,includingreasonablefees,disbursementsandotherchargesofcounsel(butlimited,inthecaseofsuchfees,disbursementsandothercharges,tothereasonablefees,disbursementsandotherchargesof(i)oneprimarycounseltoallIndemnitees(takenasawhole),(ii)ifdeemedreasonablynecessarybyAgents,ofasinglelocalcounselineachappropriatejurisdiction(whichmayincludeasinglespecialcounselactinginmultiplejurisdictions)forallsuchIndemnitees(takenasawhole)and(iii)solelyinthecaseofanactualorpotentialconflictofinterest,oneadditionalcounseltoeachgroupofsimilarlysituatedaffectedIndemniteesineachapplicablejurisdiction),withrespecttotheexecution,delivery,enforcement,performanceandadministrationofthisAgreement,theotherCreditDocumentsandanysuchotherdocuments,includinganyoftheforegoingrelatingtoabreachbyanyCreditPartyofanyrepresentationorwarrantyinanyCreditDocumentortheviolationof,noncompliancewithorliabilityunder,anyEnvironmentalLaworanyactualorallegedpresenceofHazardousMaterialsapplicabletotheoperationsofeachCreditParty,anyoftheirrespectiveSubsidiariesoranyoftheirRealProperty(alltheforegoinginthisclause(d),collectively,the“IndemnifiedLiabilities”);providedthattheCreditPartiesshallnothaveanyobligationhereundertoAgents,ArrangeroranyLendernoranyoftheirRelatedPartieswithrespecttoIndemnifiedLiabilitiesarisingfromthegrossnegligenceorwillfulmisconductofthepartytobeindemnifiedasdeterminedbyafinalandnon-appealabledecisionofacourtofcompetentjurisdiction.The agreements in this Section 12.05 shallsurvive repaymentoftheLoans and allotheramounts payablehereunderandterminationofthisAgreement.TothefullestextentpermittedbyApplicableLaw,noCreditPartyshallassert,andeachCreditPartyherebywaives,anyclaimagainstanyLender,anyAgentandtheirrespectiveRelatedParties,onanytheoryofliability,forspecial,indirect,consequentialorpunitivedamages(asopposedtodirectoractualdamages)arisingoutof,inconnectionwith,orasaresultof,thisAgreement,anyotherCreditDocumentoranyagreementorinstrumentcontemplatedhereby,thetransactionscontemplatedherebyorthereby,theLoansortheuseoftheproceedsthereof.NoneoftheLenders,Agents,ArrangeroranyoftheirrespectiveRelatedPartiesshallbeliableforanydamagesarisingfromtheusebyunintendedrecipientsofanyinformationorothermaterialsdistributedbyitthroughtelecommunications,electronicorotherinformationtransmissionsystemsinconnectionwiththisAgreementortheotherCreditDocumentsorthetransactionscontemplatedherebyorthereby,

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except to the extent any such damages arose from the gross negligence or willful misconduct of suchLender, Agent, Arranger or Related Person as determined by a final and non-appealable decision of acourtofcompetentjurisdiction.

SECTION12.06Successors and Assigns; Participations and Assignments; Replacementof Lenders.

(a)The provisions of this Agreement shall be binding upon and inure to the benefitofthepartiesheretoandtheirrespectivesuccessorsandassignspermittedhereby,exceptthat(i)exceptassetforth in Section 9.03, no Credit Party may assign or otherwise transfer any of its rights orobligationshereunderwithoutthepriorwrittenconsentofeachAgentandeachLender(andanyattempted assignment or transfer by any Credit Party without such consent shall be null and void) and (ii)no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance withthis Section 12.06.Nothing in this Agreement, expressed or implied, shall be construed to confer uponany Person (other than the parties hereto, their respective successors and assigns permitted hereby,Participants(totheextentprovidedinSection 12.06(c))and,totheextentexpressly contemplatedhereby, the Related Parties of each of Agents and the Lenders) any legal or equitable right, remedy orclaim under or by reason of this Agreement.Notwithstanding anything to the contrary herein, (x) anyLendershallbepermitted to pledge or grant a security interest in all or any portion of such Lender’srights hereunder including any Loans (without the consent of, or notice to or any other action by, anyotherpartyhereto)tosecuretheobligationsofsuchLenderorany ofitsAffiliatestoany Personproviding any loan, letter of credit or other extension of credit to or for the account of such Lender or anyof its Affiliates and any agent, trustee or representative of such Person and (y) Agents shall be permittedto pledge or grant a security interest in all or any portion of their respective rights hereunder or under theother Credit Documents, including rights to payment (without the consent of, or notice to or any otheraction by, any other party hereto), to secure the obligations of such Agent or any of its Affiliates to anyPerson providing any loan, letter of credit or other extension of credit to or for the account of such AgentoranyofitsAffiliates and anyagent, trustee orrepresentativeofsuch Person.

(b)Subject to the conditions set forth in Section 12.06(b)(ii), any Lender may assignto one or more assignees all or a portion of its rights and obligations under this Agreement (including allora portion of its Commitments or the Loans at the time owing to it) with the prior written consent(whichconsent,ineachcase,shallnotbeunreasonablywithheld,conditionedordelayed)ofAdministrativeAgent;providedthatnoconsentofAdministrativeAgentshallberequiredforanassignment to a Lender, an Affiliate of a Lender or an Approved Fund and the withholding of consent byAdministrative Agent to an assignment to any Affiliate of any Credit Party shall be deemed to be notunreasonable;

(i) Assignmentsshallbesubjecttothefollowing additionalconditions:

(A)except in the case of an assignment to a Lender, an Affiliate of aLender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’sCommitments or Loans, the amount of the Loans of the assigning Lender subject to each such assignment(determinedasofthedatetheAssignmentandAcceptancewithrespecttosuchassignmentisdeliveredto Administrative Agent) shall not be less than $1,000,000, unless Administrative Agent otherwiseconsents, which consent, in each case, shall not be unreasonably withheld or delayed; provided, however,that contemporaneous assignments to a single assignee made by Affiliates or related Approved Funds andcontemporaneous assignments by a single assignor to Affiliates or related Approved Funds shall beaggregatedforpurposes of meetingthe minimumassignment amountrequirementstatedabove;

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(B)each partial assignment shall be made as an assignment of aproportionate part of all the assigning Lender’s rights and obligations under this Agreement as to theLoans so assigned; provided that this paragraph shall not be construed to prohibit the assignment of aproportionate partofallthe assigningLender’s rightsandobligationsinrespectitsLoans;

(C)thepartiestoeachassignmentshallexecuteanddelivertoAdministrativeAgentanAssignmentandAcceptance,togetherwithaprocessingandrecordationfeeof

$3,500;providedthatonlyonesuchfeeshallbepayableinconnectionwithsimultaneousassignmentstotwoormore Approved Funds;

(D)theassignee,ifitshallnotbeaLender,shalldelivertoAdministrative Agentan Administrative Questionnaire;and

(E)unless consented to by Required Lenders, no assignment may bemade to aCreditPartyoran Affiliate ofa CreditParty.

(ii)SubjecttoacceptanceandrecordingthereofpursuanttoSection12.06(b)(iv), from and after the effective date specified in each Assignment and Acceptance, the assigneethereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment andAcceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lenderthereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be releasedfromitsobligationsunderthisAgreement(and,inthecaseofanAssignmentandAcceptancecoveringall of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be aparty hereto but shall continue to be entitled to the benefits of Sections 2.04, 4.03(b) and 12.05).Anyassignment or transfer by a Lender of rights or obligations under this Agreement that does not complywith this Section 12.06 shall be treated for purposes of this Agreement as a sale by such Lender of aparticipation in suchrights andobligations inaccordance withSection 12.06(c).

(iii)Administrative Agent, acting for this purpose on behalf of Borrowers(but not as an agent, fiduciary or for any other purposes), shall maintain a copy of each Assignment andAcceptance delivered to it and a register in the United States for the recordation of the names andaddresses of the Lenders, and the Commitments of, and principal amount (and stated interest) of theLoans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).   Further,the Register shall contain the name and address of Administrative Agent and the lending office throughwhich each such Person acts under this Agreement. The entries in the Register shall be conclusive absentmanifest error, and the Credit Parties, Agents and the Lenders shall treat each Person whose name isrecorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of thisAgreement, notwithstanding notice to the contrary.The Register, as in effect at the close of business onthe preceding Business Day, shall be available for inspection by any Borrower and any Lender, includingpursuanttoe-mailorotherelectronicmeans,atany reasonabletimeandfrom timeto timeuponreasonable priornotice.

(iv)UponitsreceiptofadulycompletedAssignmentandAcceptanceexecuted by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire(unless the assignee shall already be a Lender hereunder) and any written consent to such assignmentrequired by Section 12.06(b)(i), Administrative Agent shall accept such Assignment and Acceptance andrecordtheinformationcontainedthereinintheRegister.NoassignmentshallbeeffectiveforpurposesofthisAgreementunlessanduntilithasbeenrecordedintheRegisterasprovidedinthisSection12.06(b)

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(v)In no event will any Credit Party be obligated to pay or reimburse anycostsorexpensesincurredbyanyAgent,LenderorassigneeinconnectionwiththisSection 12.06(b).

(c)Any Lender may, without the consent of Borrowers or Agents, sell participationsto one or more banks or other entities (each, a “Participant”) in all or a portion of such Lender’s rightsandobligationsunderthisAgreement(includingalloraportionofitsCommitmentsandtheLoansowingtoit);providedthat(i)suchLender’sobligationsunderthisAgreementshallremainunchanged,

(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of suchobligations, (iii) Borrowers, Agents and the other Lenders shall continue to deal solely and directly withsuch Lender in connection with such Lender’s rights and obligations under this Agreement and (iv) nosuch Participant may be a Credit Party or an Affiliate of a Credit Party.Any agreement or instrumentpursuant to which a Lender sells such a participation shall provide that such Lender shall retain the soleright to enforce this Agreement and, as between such Lender, the Credit Parties, Agents and the otherLenders, to approve any amendment, modification, consent or waiver of any provision of this AgreementoranyotherCreditDocument;providedthat,notwithstandingtheforegoing,suchagreementorinstrument may provide that (x) if such Participant is an Affiliate of such Lender, the Participant may, asbetween itself and such Lender (but not as between such Lender, Agents, the Credit Parties and the otherLenders),approveanyamendment,modification,consentorwaiverofanyprovisionofthisAgreementoranyotherCreditDocumentand(y)suchLenderwillnot,withouttheconsentoftheParticipantagreetoanyamendment,modification,consentorwaiverdescribedinclause(i)ofthefirstprovisotoSection

12.01.Subject to Section 12.06(c)(ii), each Borrower agrees that each Participant shall be entitled to thebenefits of Section 2.04 and 4.04(a) to the same extent as if it were a Lender and had acquired its interestby assignment pursuant to Section 12.06(b).   To the extent permitted by law, each Participant also shallbe entitled to the benefits of Section 12.08(a) as though it were a Lender; provided that such Participantagrees to be subjectto Section 12.08(a)as though itwere aLender.

(i)A Participant shall not be entitled to receive any greater payment underSection 2.04 or 4.04(a) than the applicable Lender would have been entitled to receive with respect to theparticipation sold to such Participant, (A) unless the sale of the participation to such Participant is madewith Borrowers’ prior written consent, and (B) except to the extent such entitlement to receive a greaterpaymentresultsfromaChangeinLawthatoccursaftertheParticipantacquiredtheapplicableparticipation;providedthatsuchChangeinLawwouldhavebeenapplicabletotheLenderfromwhomthe participation was acquired.A Participant that would be a Foreign Lender if it were a Lender shall notbe entitled to the benefits of Section 4.03(b) that are greater than the applicable Lender unless Borrowersare notified of the participation sold to such Participant and such Participant agrees, for the benefit ofBorrowers, to complywith Sections 4.04(a)and 4.04(c) as though itwere a Lender.

(ii)Each Lender that sells a participation shall, acting solely for this purposeas a non-fiduciary agent of Borrowers, maintain at one of its offices in the United States a register onwhichitentersthenameandaddressofeachParticipantandtheprincipalamounts(andstatedinterest)ofeachParticipant’sinterestintheLoansorotherobligationsundertheCreditDocuments(the“Participant Register”).The entries in the Participant Register shall be conclusive absent manifest error,and the Lender shall treat each person whose name is recorded in the Participant Register as the owner ofsuch participation for all purposes of this Agreement.No Lender shall have any obligation to disclose allor any portion of the Participant Register (including the identity of any Participant or any informationrelating to a Participant’s interestin any commitments, loans, letters of credit or its other obligationsunder any Credit Document) to any Person except to the extent that such disclosure is necessary toestablish that such commitment, loan, letter of credit or other obligation is in registered form underSection5f.103-1(c)oftheUnitedStatesTreasuryRegulations.Fortheavoidanceofdoubt,

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AdministrativeAgent(initscapacityasAdministrativeAgent)shallhavenoresponsibilityformaintainingaParticipantRegister.

(d)Nothing herein is intended to prevent, impair, limit or otherwise restrict theability of a Lender to collaterally assign or pledge all or any portion of its interests in the Loans and theother rights and benefits under the Credit Documents to an unaffiliated third party lender of such Lender(each such Person, a “Collateral Assignee”); provided that unless and until Parent receives notificationfromaCollateralAssigneeofsuchassignmentdirectingpaymentstobemadetosuchCollateralAssignee,anypaymentmadebyBorrowersforthebenefitofsuchLenderinaccordancewiththetermsof the Credit Documents shall satisfy Borrowers’ obligations thereunder to the extent of such payment.Any suchCollateralAssignee, uponforeclosureofits security interests in the Loans pursuant to theterms of such assignment and in accordance with Applicable Law, shall succeed to all the interests of orshall be deemed to be a Lender, with all the rights and benefits afforded thereby, and such transfer shallnotbedeemedtobeatransferforpurposesofandotherwisesubjecttotheprovisionsofthisSection

12.06.Notwithstanding the foregoing, Lender shall remain responsible for all obligations and liabilitiesarisinghereunderorunderanyotherCreditDocument,and,exceptasotherwiseexpresslysetforthinany applicable pledge or assignment, nothing herein is intended or shall be construed to impose anyobligationsupon orconstitute an assumptionbya CollateralAssignee thereof.

SECTION12.07Pledge of Loans.TheCreditPartiesherebyacknowledgethattheLenders and their Affiliates may pledge the Loans as collateral security for loans to the Lenders or theirAffiliates.The Credit Parties shall, to the extent commercially reasonable, cooperate with the Lendersand their Affiliates to effect such pledges at the sole cost and expense of such Lender.Notwithstandingtheforegoing,nopledgeshallreleasetheLenderpartytheretofromanyofitsobligationshereunder.

SECTION12.08Adjustments; Set-off.

(a)IfanyLender(a“BenefitedLender”)shallatanytimereceiveanypaymentofallorpartofitsLoans,orinterestthereon,orreceiveanycollateralinrespectthereof(whethervoluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to inSection 10.01(h),orotherwise),inagreaterproportionthananysuchpaymenttoorcollateralreceivedby any other Lender, if any, in respect of such other Lender’s Loans or interest thereon, such BenefitedLendershallpurchaseforcashfromtheotherLendersaparticipatinginterestinsuchportionofeachsuchotherLender’sLoans,orshallprovidesuchotherLenderswiththebenefitsofanysuchcollateral,or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess paymentor benefits of such collateral or proceeds ratably with each of the Lenders; provided that if all or anyportion of such excess payment or benefits is thereafter recovered from such Benefited Lender, suchpurchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery,but without interest.   The foregoing provisions of this Section 12.08 shall not apply to payments madeand applied in accordancewith the terms ofthis Agreementandthe otherCreditDocuments.

(b)After the occurrence and during the continuance of an Event of Default, to theextent consented to by Administrative Agent, in addition to any rights and remedies of the Lendersprovided by law, each Lender shall have the right, without prior notice to any Borrower or any otherCredit Party, any such notice being expressly waived by the Credit Parties to the extent permitted byApplicable Law, upon any amount becoming due and payable by any Credit Party hereunder (whether atthestated maturity, by acceleration or otherwise) to set-off and appropriate and apply against suchamount any and all deposits (general or special, time or demand, provisional or final, but excluding theExcluded Accounts ordepositaccounts that consist of cash collateralsubject to Permitted Liens), andany other credits, indebtedness or claims, in each case whether direct or indirect, absolute or contingent,maturedorunmatured,atanytimeheldorowingbysuchLenderoranybranchoragencythereoftoor

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for the credit or the account of any Credit Party, as the case may be.Each Lender agrees promptly tonotify Parent and Agents after any such set-off and application made by such Lender; provided that thefailure to givesuch noticeshallnotaffectthe validityofsuchset-offandapplication.

SECTION12.09Counterparts.

(a)ThisAgreementandeachotherCreditDocumentmaybeexecutedinanynumber of counterpart signature pages, and by the different parties on different counterparts, each ofwhich when executed shall be deemed an original but all such counterparts taken together shall constituteone and the same instrument. This Agreement will be deemed executed by the parties hereto when eachhas signed it and delivered its executed signature page to Agents and Lenders by facsimile transmission,electronic transmission or physical delivery. Delivery of an executed counterpart of a signature page ofthis Agreement by facsimile or in electronic format shall be effective as delivery of a manually executedcounterpartofthis Agreement.

(b)The words “execution,” “signed,” “signature,” and words of like import in anyCredit Document shall be deemed to include electronic signatures or the keeping of records in electronicform, each of which shall be of the same legal effect, validity or enforceability as a manually executedsignature or the use of a paper-based recordkeeping system, as the case may be, to the extent and asprovided for in any applicable law, including the Federal Electronic Signatures in Global and NationalCommerce Act, the Illinois State Electronic Commerce Security Act, any other similar state laws basedon the Uniform Electronic Transactions Act, Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Commerce Act, 2000 (Ontario), or any other similarfederalorprovinciallawsbasedontheUniform Electronic Commerce Act oftheUniformLawConference ofCanada orits Uniform Electronic Evidence Act, as thecasemaybe.

SECTION12.10Severability.AnyprovisionofthisAgreementthatisprohibitedorunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of suchprohibitionorunenforceabilitywithoutinvalidatingtheremainingprovisionshereof,andanysuchprohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable suchprovision in anyotherjurisdiction.

SECTION12.11Integration.ThisAgreement,theotherCreditDocumentsandtheWarrantAgreementsrepresenttheagreementoftheCreditParties,AgentsandtheLenderswithrespecttothesubjectmatterhereof,andtherearenopromises,undertakings,representationsorwarrantiesbyany party heretoortheretorelativetothesubjectmatter hereof not expressly set forth or referred toherein orin the otherCreditDocuments.

SECTION12.12GOVERNING LAW.THISAGREEMENT,THEOTHERCREDITDOCUMENTS (UNLESS EXPRESSLY PROVIDED OTHERWISE THEREIN) AND THE RIGHTSANDOBLIGATIONSOFTHEPARTIESHEREUNDERANDTHEREUNDERSHALLBEGOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWOF THE STATE OF ILLINOIS, WITHOUT REFERENCE TO CONFLICTS OF LAW PROVISIONSWHICHWOULDRESULTINTHEAPPLICATIONOFTHELAWSOFANYOTHERJURISDICTION.

SECTION12.13Submission to Jurisdiction; Waivers.Eachpartyheretoherebyirrevocablyand unconditionally:

(a)submits, for itself and its property, to the exclusive jurisdiction of any state courtofthestateofIllinoissittinginCookCountyandoftheUnitedStatesDistrictCourtoftheNorthern

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District of Illinois, and any appellate court from any thereof, in any action or proceeding arising out of orrelating to any Credit Document, or for recognition or enforcement of any judgment, and each of theparties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such actionor proceeding may be heard and determined in such Illinois State court or, to the extent permitted byApplicable Laws, in such federal court.Each of the parties hereto agrees that a final judgment in anysuch action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on thejudgment or in any other manner provided by Applicable Laws.Nothing in this Agreement or any otherCredit Document or otherwise shall affect any right that Administrative Agent, Collateral Agent or anyLender may otherwise have to bring any action or proceeding relating to this Agreement or any otherCredit Document against any Credit Party or its properties in the courts of any jurisdiction in connectionwith the exerciseofanyrightsunderanySecurityDocumentorthe enforcementofanyjudgment;

(b)consents that any such action or proceeding shall be brought in such courts, andagrees not to plead or claim and waives, to the fullest extent permitted by Applicable Laws, any objectionthatitmaynoworhereafterhavetothevenueofanysuchactionorproceedingarisingoutoforrelatingto this Agreement or any other Credit Document in any court referred to in Section 12.13(a).Each of thepartiesheretoherebyirrevocablywaives,tothefullestextentpermittedbyApplicableLaw,thedefenseofaninconvenientforumto themaintenance ofsuchaction orproceedinginanysuchcourt;

(c)agrees that service of process in any such action or proceeding may be effectedby mailing a copy thereof by registered or certified mail (or any substantially similar form of mail),postage prepaid, to the applicable party at its respective address set forth in Schedule 12.02 or at suchother address of which Agents shall have been notified pursuant to Section 12.02.Nothing in thisAgreement or any other Credit Document will affect the right of any party to this Agreement to serveprocess in anyothermannerpermitted byApplicable Law;

(d)waives, to the maximum extent not prohibited by law, all rights of rescission,setoff, counterclaims,andotherdefensesinconnectionwith therepaymentoftheObligations;and

(e)waives, to the maximum extent not prohibited by law, any right it may have toclaimorrecoverinanylegalactionorproceedingreferredtointhisSection 12.13anyspecial,exemplary,punitive orconsequentialdamages.

SECTION12.14Acknowledgments.Each CreditPartyherebyacknowledges that:

(a)it has been advised by counsel in the negotiation, execution and delivery of thisAgreement and the otherCreditDocuments;

(b)neither Agents, Arranger, nor any Lender has any fiduciary relationship with orduty to the Credit Parties arising out of or in connection with this Agreement or any of the other CreditDocuments, and the relationship between any Agent, Arranger and the Lenders, on one hand, and theCreditParties,ontheotherhand,inconnectionherewithortherewithissolelythatofdebtorandcreditor;and

(c)no joint venture is created hereby or by the other Credit Documents or otherwiseexists by virtue of the transactions contemplated hereby among the Lenders or among the Credit Partiesand theLenders.

SECTION12.15WAIVERS OF JURY TRIAL.THECREDITPARTIES,AGENTSANDTHELENDERSHEREBYIRREVOCABLYANDUNCONDITIONALLYWAIVETRIALBY

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JURYINANYLEGALACTIONORPROCEEDINGRELATINGTOTHISAGREEMENTORANYOTHERCREDITDOCUMENTANDFORANYCOUNTERCLAIM THEREIN.

SECTION12.16Confidentiality.EachAgentandLendershallholdallnon-publicinformation relating to any Credit Party or any Subsidiary of any Credit Party obtained pursuant to therequirements of this Agreement or in connection with such Lender’s evaluation of whether to become aLender hereunder (“Confidential Information”) confidential in accordance with its customary procedurefor handling confidential information of this nature and (in the case of a Lender that is a bank) inaccordance with safe and sound banking practices (it being understood that each such Agent or Lenderthat becomes a party to this Agreement after the Closing Date will be informed of the confidential natureof such information and bound by this Section 12.16); provided that Confidential Information may bedisclosed byanyAgentorLender:

(a)asrequiredorrequestedbyanygovernmentalorregulatoryagencyorrepresentative thereof;

(b) ifandtotheextentrequiredpursuanttolegalorregulatoryprocess;

(c)asreasonably requiredinconnectionwiththeenforcementofany rights orexercise of any remedies by such Agent or Lender under this Agreement or any other Credit Document oranyaction orproceedingrelatingto this AgreementoranyotherCreditDocument;

(d)tosuchAgent’sorLender’sattorneys,professionaladvisors,accountants,independent auditors, clients, service providers or Affiliates; provided that such recipient is bound by anobligation notto disclose such ConfidentialInformation,

(e) inconnectionwith:

(i) theestablishmentofanyspecialpurposefundingvehiclewithrespectto

theLoans,

(ii) anypledgepermittedunderSection 12.07;

(iii)anyprospectiveassignmentof,orparticipationin,itsrightsandobligations pursuant to Section 12.06, to prospective assignees or Participants, as the case may be (itbeing understood that each such Persons will be informed of the confidential nature of such informationand instructedto keepsuch informationconfidentialon thesame termsasthis Section 12.16);and

(iv)any actual or proposed credit facility for loans, letters of credit or otherextensions of credit to or for the account of such Agent or Lender or any of its Affiliates, to any Personproviding or proposing to provide such loan, letter of credit or other extension of credit or any agent,trustee or representative of such Person (it being understood that each such Persons will be informed ofthe confidential nature of such information and instructed to keep such information confidential on thesame terms as this Section 12.16);or

(f) to anyratingagency;

(g) withtheconsentofParent;or

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(h)to the extent required, or to the extent counsel to Agents or to any Lenderreasonably determines is required to be disclosed in connection with any public filing by Agents or suchLender;

providedthat in the case of clause (e) hereof, the Person to whom Confidential Information is sodisclosed is advised of and has been directed to comply with the provisions of this Section 12.16.Theapplicable Agent or Lender shall endeavor to provide prior notice to Parent of any disclosure permittedunder clauses (a), (b), (f) or (h) and a reasonable opportunity to obtain a protective order from the Personto whom Confidential Information is to be provided, in each case, if the circumstances of such disclosureso allow and only if permitted under Applicable Law; provided, however, that the failure to provide, orendeavor to provide, any such notice or to provide a reasonable opportunity to obtain a protective ordershallnotbe deemed a defaultorbreach ofthis AgreementbyanySecured Party.

Notwithstanding the foregoing, each Agent and each Lender shall have the right to publicize, forgeneral marketing and related promotional purposes, their relationship to the Credit Parties and the factthat they have extended the Loans to the Credit Parties (the “Promotional Rights”) with the consent ofParent, which consent shall not be unreasonably withheld, delayed or conditioned, and, in connectiontherewith, each Credit Party hereby grants to each Agent and each Lender a royalty free, non-exclusivelimited license to use such Credit Party’s name and logos, now existing or hereafter acquired, in anyliterature, advertisements, websites, promotional or other marketing materials now or hereafter used bysuch AgentorLender.

Notwithstanding the foregoing, no Agent or Lender shall have any obligation to keep informationconfidential if such information: (i) is or becomes public from a source other than an Agent or a Lender,or one of an Agent’s or a Lender’s Affiliates, consultants or legal or financial advisors in breach of thisAgreement, (ii) is, was or becomes known on a non-confidential basis to or discovered by an Agent, anyLenderoranyoftheirAffiliates,consultantsorlegalorfinancialadvisorsindependentlyfromcommunications by or on behalf of any Credit Party, or (iii) is independently developed by an Agentwithoutuseofsuch confidentialinformation, provided that, thesource of such information was notknown to be bound by a confidentiality agreement with (or subject to any other contractual, legal orfiduciaryobligation ofconfidentialityto)the relevantCreditParty.

EACHAGENTANDEACHLENDERACKNOWLEDGESTHATCONFIDENTIALINFORMATION (AS DEFINED IN THIS SECTION 12.16) FURNISHED TO IT PURSUANT TOTHIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNINGANYCREDITPARTYANDITSRELATEDPARTIESORTHEIRRESPECTIVESECURITIES,ANDCONFIRMSTHATITHASDEVELOPEDCOMMERCIALLYREASONABLECOMPLIANCEPROCEDURESREGARDINGTHEUSEOFMATERIALNON-PUBLICINFORMATIONANDTHAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCEWITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATESECURITIESLAWS.

ALL INFORMATION, INCLUDING WAIVERS AND AMENDMENTS, FURNISHED BYTHECREDITPARTIESORANYAGENTPURSUANTTO,ORINTHECOURSEOFADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICHMAYCONTAINMATERIALNON-PUBLICINFORMATIONABOUTTHECREDITPARTIESANDTHEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES.ACCORDINGLY, EACHLENDER REPRESENTS TO THE CREDIT PARTIES AND AGENTS THAT IT HAS IDENTIFIED INITSADMINISTRATIVEQUESTIONNAIREACREDITCONTACTWHOMAYRECEIVE

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INFORMATIONTHATMAYCONTAINMATERIALNON-PUBLICINFORMATIONINACCORDANCEWITHITSCOMPLIANCEPROCEDURESANDAPPLICABLELAW.

SECTION12.17Press Releases, Etc.ExceptifandtotheextentrequiredbyApplicableLaw, each Credit Party will not, and will not permit any of its respective Subsidiaries, directly orindirectly,topublishanypressreleaseorothersimilarpublicdisclosureorannouncements(includinganymarketingmaterials)regardingthisAgreement,theotherCreditDocuments,oranyoftheTransactions, without the consent of Administrative Agent, which consent shall not be unreasonablywithheld.

SECTION12.18Releases of Guarantees and Liens.Notwithstanding anything tothecontrary contained herein or in any other Credit Document, Collateral Agent is hereby irrevocablyauthorized by each Secured Party (without requirement of notice to or consent of any Secured Party) totakeanyactionrequestedbyBorrowershavingtheeffectofreleasinganyLiensonCollateralorguaranteeobligations(i)totheextentnecessarytopermitconsummationofanytransactionnotprohibited by any Credit Document or that has been consented to in accordance with Section 12.01 or (ii)underthe circumstances described in Section 12.18(b).

(a)At such time as (i) the Loans and the other Obligations (other than UnassertedContingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated, theCollateralshallbereleasedfromtheLienscreatedbytheSecurityDocuments,andtheSecurityDocumentsandallobligations(otherthanthoseexpresslystatedtosurvivesuchtermination)ofCollateralAgentandeachCreditPartyundertheSecurity Documentsshallterminate,allwithoutdeliveryof anyinstrumentorperformance ofanyactbyanyPerson.

(b)Upon request by Collateral Agent at any time, Required Lenders will confirm inwriting Collateral Agent’s authority to release its interest in particular types or items of property, or torelease any guarantee obligations pursuant to this Section 12.18.In each case as specified in this Section12.18, Collateral Agent will (and each Lender irrevocably authorizes Collateral Agent to), at Borrowers’expense, execute and deliver to the applicable Credit Party such documents as such Credit Party mayreasonably request to evidence the release of such item of Collateral or guarantee obligation from theassignment and security interest granted under the Security Documents, in each case in accordance withthe terms ofthe CreditDocuments and this Section 12.18.

SECTION12.19USA Patriot Act.EachLenderherebynotifieseachCreditPartythatpursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information thatidentifies the Credit Parties, which information includes the name and address of each Credit Party andother information that will allow such Lender to identify each Credit Party in accordance with the PatriotAct.Each Credit Party agrees to provide all such information to the Lenders upon request by any Agentat any time, whether with respect to any Person who is a Credit Party on the Closing Date or whobecomes a CreditPartythereafter.

SECTION12.20No Fiduciary Duty.EachCreditParty,onbehalfofitselfanditsSubsidiaries, agrees that in connection with all aspects of the transactions contemplated hereby and anycommunications in connection therewith, the Credit Parties, their respective Subsidiaries and Affiliates,ontheonehand,andAgents,Arranger,theLendersandtheirrespectiveAffiliates,ontheotherhand,will have a business relationship that does not create, by implication or otherwise, any fiduciary duty onthe part of Agents, Arranger, the Lenders or their respective Affiliates, and no such duty will be deemedto have arisen inconnection with anysuchtransactions orcommunications.

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SECTION12.21Authorized Officers.Theexecutionofanycertificaterequirementhereunder by an Authorized Officer shall be considered to have been done solely in such AuthorizedOfficer’s capacity as an officer of the applicable Credit Party (and not individually).Notwithstandinganythingtothecontrarysetforthherein,eachoftheSecuredPartiesshall(a)beentitledtorelyandacton any certificate, notice or other document delivered by or on behalf of any Person purporting to be anAuthorized Officer of a Credit Party unless such Secured Party shall have received prior written notice tothe contrary from Parent and (b) have no duty to inquire as to the actual incumbency or authority of suchPerson.

SECTION12.22Subordination of Intercompany Indebtedness.TheCreditPartiesherebyagreethatallpresentandfutureIndebtednessofanyCreditPartytoanyotherCreditParty(“Intercompany Indebtedness”) shall be subordinate and junior in right of payment and priority to theObligations, and each Credit Party agrees not to make, demand, accept or receive any payment in respectof any present or future Intercompany Indebtedness, including any payment received through the exerciseof any right of setoff, counterclaim or cross claim, or any collateral therefor, unless and until such time asthe Obligations shall have been indefeasibly paid in full; provided that, so long as no Default or Event ofDefault shall have occurred and be continuing and no Default or Event of Default shall be caused therebyand such Indebtedness is expressly permitted hereunder, the Credit Parties may make and receive suchpayments in respect of Intercompany Indebtedness as shall be customary in the ordinary course of theCredit Parties’ business.Without in any way limiting the foregoing, in any Insolvency Event, or anyreceivership, liquidation, reorganization, dissolution or other similar proceedings relative to any CreditPartyortoitsbusinesses,propertiesorassets,theLendersshallbeentitledtoreceivepaymentinfullofall of the Obligations before any Credit Party shall be entitled to receive any payment in respect of anypresentor future IntercompanyIndebtedness.

SECTION12.23Electronic Communication.EachCreditPartyagreesthatAdministrative Agent may, but shall not be obligated to, make the Communications available to theLenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similarelectronictransmissionsystem(the“Platform”).ThePlatformisprovided“asis”and“asavailable.”

SECTION12.24Original Issue Discount.TheCreditParties,AdministrativeAgentandthe Lenders, as applicable, agree (i) that the Notes are debt for federal income Tax purposes, (ii) that theNotes and the Warrant Agreements issued to the Lenders constitute a single debt instrument for purposesofSections1271through1275oftheCodeandtheTreasury Regulationsthereunder(pursuanttoTreasuryRegulationsSection1.1275-2(c)),thatsuchdebtinstrumentisissuedwithoriginalissuediscount(“OID”),andthatsuchdebtinstrumentisdescribedinTreasuryRegulationsSection1.1272-1(c)(2)andthereforeisgovernedbytherulessetoutinTreasuryRegulationsSection1.1272-1(c), including Section 1.1272-1(c)(5), and is not governed by the rules set out in TreasuryRegulations Section 1.1275-4, (iii) that the Lenders shall have 30 days to review and approve anycalculation by the Credit Parties regarding the amount of OID for any accrual period on the Notes and theWarrant Agreements, as applicable, such approval not to be unreasonably withheld, (iv) not to file anyTaxReturn,reportordeclarationinconsistentwiththeforegoing,unlessotherwiserequiredbyApplicable Law and(v)anysuchOID shallconstituteprincipalforallpurposesunderthisAgreement.

SECTION12.25Tax Treatment.BorrowersandtheLendersagreethattheLoansareindebtedness of Borrowers for U.S. federal income Tax purposes.Each party to this Agreement agreesnottotakeanyTaxpositioninconsistentwithsuchTaxcharacterizationandshallnotreportthetransactions arising under this Agreement in any manner other than the issuance of debt obligations on allapplicable Tax returns unless otherwise required by a final determination within the meaning of Section1313(a)ofthe Code(orasimilarfinaldetermination underapplicable stateorlocalLaw).

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SECTION12.26Trading of Parent Capital Stock.EachoftheLendersherebyrepresentsand warrants that, as of the Closing Date, such Lender has not sold any Capital Stock of Parent in the 10Business Days priorto the ClosingDate.

ARTICLE XIII

Additional Covenants and Agreements.

SECTION13.01Cannabis Laws.AgentsandtheCreditPartiesacknowledgethatalthoughcertainU.S.StateCannabisLawshavelegalizedthecultivation,distribution,saleandpossession of cannabis and related products, (a) the nature and scope of U.S. Federal Cannabis Laws mayresult in circumstances where activities permitted under U.S. State Cannabis Laws may contravene U.S.Federal Cannabis Laws and (b) engagement in Restricted Cannabis Activities may contravene U.S.Federal Cannabis Laws.Accordingly, for the purpose hereof, each representation, covenant and otherprovisionhereofrelatingtocompliancewithApplicableLawwillbesubjecttothefollowing:(i)engagement in any activity that is permitted by U.S. State Cannabis Laws but contravenes U.S. FederalCannabisLaws, and in respectofwhich theapplicable GovernmentAuthoritieshave agreed, or arebound by Applicable Law (e.g., the proposed Secure and Fair Enforcement (SAFE) Banking Act (H.R.1595) and the proposed Clarifying Law Around Insurance of Marijuana (CLAIM) Act (H.R. 4074 andSenate Bill 2201)), to forego or have otherwise suspended prosecution and enforcement of such U.S.FederalCannabisLawswillnot,inandofitself,bedeemedtobenon-compliancewithApplicableLaw; (ii)engagementinanyRestrictedCannabisActivitywillbedeemedtobenon-compliancewithApplicable Law; and (iii) if any Change in Cannabis Law results in the business activities of any CreditParty becoming Restricted Cannabis Activities, such Change in Cannabis Law will be deemed to havehad a Material Adverse Effect. Nothing contained in this Agreement shall require the Credit Parties toviolate anyprovision ofU.S. State CannabisLaws orattendingregulations, asapplicable.

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INWITNESSWHEREOF,eachofthe parties heretohas caused acounterpartofthis Agreementto be dulyexecuted anddelivered as ofthe datefirstabove written.

BORROWERS:

VIREO HEALTH INTERNATIONAL, INC.

By:

Name:Title:

VIREO HEALTH, INC.

By:

Name:Title:

VIREO HEALTH OF MINNESOTA, LLC

By:

Name:Title:

VIREO HEALTH OF NEW YORK LLC

By:

Name:Title:

MARYMED LLC

By:

Name:Title:

RESURGENT BIOSCIENCES, INC.

By:

Name:Title:

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VIREO HEALTH OF PUERTO RICO, LLC

By:

Name:Title:

VIREO HEALTH DE PUERTO RICO LLC

By:

Name:Title:

XAAS AGRO, INC.

By:

Name:Title:

VIREO HEALTH OF NEVADA I, LLC

By:

Name:Title:

MJ DISTRIBUTING C201, LLC

By:

Name:Title:

MJ DISTRIBUTING P132, LLC

By:

Name:Title:

VIREO HEALTH OF ARIZONA, LLC

By:

Name:Title:

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ELEPHANT HEAD FARM, LLC

By:

Name:Title:

RETAIL MANAGEMENT ASSOCIATES, LLC

By:

Name:Title:

VIREO HEALTH OF MASSACHUSETTS, LLC

By:

Name:Title:

VERDANT GROVE, LLC

By:

Name:Title:

MAYFLOWER BOTANICALS INC.

By:

Name:Title:

VIREO HEALTH OF NEW MEXICO, LLC

By:

Name:Title:

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ADMINISTRATIVE AGENT AND COLLATERALAGENT:

CHICAGO ATLANTIC ADMIN, LLC

By:​ ​​ ​ Name:AndreasBodmeier

Title:Partner

LENDERS:

CHICAGO ATLANTIC FUND, LLC

By:ChicagoAtlanticAdvisers,LLCitsinvestment manager

By:​ ​​ ​ Name:AndreasBodmeier

Title:Partner

CHICAGO ATLANTIC FUND QP, LLC

By:ChicagoAtlanticAdvisers,LLCitsinvestment manager

By:​ ​​ ​ Name:AndreasBodmeier

Title:Partner

CHICAGO ATLANTIC CREDIT COMPANY, LLC

By:​ ​​ ​ Name:AndreasBodmeier

Title:Partner

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SCHEDULE 1.01

Commitments

Lender	Commitment	Pro Rata Portion
ChicagoAtlanticRealEstateFinance,Inc.	$17,218,014.75	20.2089375%
ChicagoAtlanticCreditCompany,LLC	$67,981,985.25	79.7910625%
TOTAL	$85,200,000.00	100.0000000%

Notice Addresses for each Lender on the Third Amendment Initial Funding Date:

ChicagoAtlanticRealEstateFinance,Inc.ChicagoAtlanticCreditCompany,LLCc/oChicagoAtlantic Admin,LLC

420NWabashAve,Ste500

Chicago, IL 60611Attention:LoanDepartment

Email: [REDACTED]and[REDACTED]

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SCHEDULE 12.02

Addressesfor Notices

If to any Credit Party:

VireoHealthInternational,Inc

207 South Ninth Street

Minneapolis, MN 55402

Attention: CEO

Email: [REDACTED]

with copies to:

VireoHealthInternational,Inc.

207 South Ninth Street

Minneapolis, MN 55402

Attention:General Counsel

Email:[REDACTED]

and to:

DLAPiperLLP(US)

51 John F. Kennedy Parkway, Suite 120Short Hills, NJ07078-2704

Attention:KiraMineroff

Email:[REDACTED]

If to Administrative Agent or Collateral Agent:

Chicago Atlantic Admin, LLC

420NWabash Ave,Ste 500

Chicago, IL 60611

Attention:LoanDepartment

Email: [REDACTED]

with a copy to (not to constitute Service):

Kilpatrick Townsend & Stockton LLP

1100PeachtreeStreetNE,Suite2800

Atlanta,GA 30309

Attention:ShannonC.Baxter

Email:[REDACTED]

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