Goodness Growth Holdings, Inc. Sample Contracts

ARRANGEMENT AGREEMENT
Arrangement Agreement • February 3rd, 2022 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • British Columbia
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CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
Lease Agreement • December 22nd, 2020 • Vireo Health International, Inc. • Pharmaceutical preparations • New York

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

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FIFTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT
Credit Agreement • May 15th, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • Illinois

This FIFTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) is made as of March 31, 2023 (the “Effective Date”), among GOODNESS GROWTH HOLDINGS, INC. (formerly known as Vireo Health International, Inc.), a British Columbia corporation (“Parent”), the other Borrowers (as defined in the hereinafter-defined Credit Agreement), the Lenders (as defined in the Credit Agreement) party hereto, and CHICAGO ATLANTIC ADMIN, LLC, a Delaware limited liability company, as administrative agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”, and together with Administrative Agent, collectively, “Agents” and each, an “Agent”).

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VOTING SUPPORT AGREEMENT
Voting Support Agreement • February 3rd, 2022 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • British Columbia

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").

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GOODNESS GROWTH HOLDINGS, INC. NON-PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • April 1st, 2024 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • British Columbia
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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations

This Second Amendment to Employment Agreement (“Second Amendment”) is made effective as of December 14, 2022 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Amber Shimpa, an individual residing in the State of Minnesota (“Employee”) (collectively “Parties” or individually “Party”).

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CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE SHAREHOLDERS LISTED IN SCHEDULE A VIREO HEALTH...
Coattail Agreement • December 22nd, 2020 • Vireo Health International, Inc. • Pharmaceutical preparations • British Columbia

ODYSSEY TRUST COMPANY, a trust company incorporated under the laws of the Loan and Trust Corporations Act (Alberta) with an office in the City of Vancouver in the Province of British Columbia, as trustee for the benefit of the Holders (as defined below)

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EMPLOYMENT AGREEMENT
Employment Agreement • January 20th, 2021 • Vireo Health International, Inc. • Pharmaceutical preparations • Minnesota

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

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GOODNESS GROWTH HOLDINGS, INC. NON-STATUTORY STOCK OPTION AGREEMENT
Stock Option Agreement • April 3rd, 2024 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • British Columbia

This is non-statutory Stock Option Agreement (the “Agreement”), by and between Goodness Growth Holdings, Inc., a British Columbia corporation formerly known as Vireo Health International, Inc., and successor to Vireo Health, Inc. (the “Company”), and the Optionee entered into and effective as of date of grant identified above (the “Date of Grant”).

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CONSULTING AGREEMENT
Consulting Agreement • August 4th, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • New York

This Consulting Agreement (“Agreement”) dated as of the 24th day of May, 2023 (the “Effective Date”), is between Goodness Growth Holdings, Inc., a British Columbia corporation having an address of 207 S. Ninth Street, Minneapolis, MN (the “Company”) and Grown Rogue Unlimited, LLC, an Oregon limited liability company having an address of 550 Airport Road, Medford, OR 97501 (“Consultant”) (Company and Consultant are referred to herein individually as the “Party” or collectively as the ”Parties”).

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GOODNESS GROWTH HOLDINGS, INC. NON-PLAN RESTRICTED STOCK UNIT AGREEMENT
Original Agreement • April 1st, 2024 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • British Columbia

This is a Restricted Stock Unit Agreement (the “Agreement”), by and between Goodness Growth Holdings, Inc., a British Columbia corporation formerly known as Vireo Health International, Inc. and successor to Vireo Health, Inc. (the “Company”), and the Recipient, entered into and effective as of the Date of Grant.

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 8th, 2022 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations

This Amendment to Employment Agreement (“Amendment”) is made effective as of February 2, 2022 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Christian Gonzalez, an individual residing in the State/Commonwealth of Puerto Rico (“Employee”) (collectively “Parties” or individually “Party”).

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LOCK-UP AGREEMENT
Lock-Up Agreement • February 3rd, 2022 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • British Columbia

​ ​ 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")

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FIRST AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • November 14th, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations

This First Amendment to Consulting Agreement (the “Amendment”) is effective as of the 20th day of September, 2023 (“Effective Date”), and is made by and between Goodness Growth Holdings, Inc., a British Columbia corporation with a mailing address of 207 South Ninth Street, Minneapolis, MN 55402 (the “Company”) and Grown Rogue Unlimited, LLC, an Oregon limited liability company with a mailing address of 550 Airport Road, Medford, OR 97501 (“Consultant”).

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EMPLOYMENT AGREEMENT
Employment Agreement • December 12th, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • Minnesota

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

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SECOND AMENDMENT TO LEASE AGREEMENT
Lease Agreement • December 22nd, 2020 • Vireo Health International, Inc. • Pharmaceutical preparations • New York

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

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FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is entered into effective as of the 24th day of September 2021, by and...
Lease Agreement • November 10th, 2021 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations
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BUSINESS COMBINATION AGREEMENT BETWEEN: DARIEN BUSINESS DEVELOPMENT CORP. - and - VIREO HEALTH, INC. - and - VIREO FINCO (CANADA) INC. - and – 1197027 B.C. LTD. - and – DARIEN MERGER SUB, LLC Dated February 13, 2019
Business Combination Agreement • November 5th, 2020 • Vireo Health International, Inc. • British Columbia
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THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 12th, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations

This Third Amendment to Employment Agreement (“Third Amendment”) is made effective as of June 7, 2023 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and J. Michael Schroeder, an individual residing in the State of Florida (“Employee”) (collectively “Parties” or individually “Party”).

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VIREO HEALTH INTERNATIONAL, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • November 5th, 2020 • Vireo Health International, Inc. • Delaware

This is an Incentive Stock Option Agreement (the “Agreement”), by and between Vireo Health International, Inc., a British Columbia corporation and successor to Vireo Health, Inc. (the “Company”), and the optionee identified above (“Optionee”), entered into and effective as of date of grant identified above (the “Grant Date”). Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.

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EMPLOYMENT AGREEMENT
Employment Agreement • January 20th, 2021 • Vireo Health International, Inc. • Pharmaceutical preparations • Minnesota

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

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FIFTH AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 31st, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations

THIS FIFTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into effective as of the 24th day of February 2023 (the “Amendment Effective Date”), by and between IIP-MN 1 LLC, a Delaware limited liability company (“Landlord”), and Vireo Health of Minnesota, LLC, a Minnesota limited liability company (f/k/a Minnesota Medical Solutions, LLC (“Tenant”)).

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LEASE AMENDMENT
Lease Amendment • December 22nd, 2020 • Vireo Health International, Inc. • Pharmaceutical preparations

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

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PURCHASE AGREEMENT
Purchase Agreement • November 5th, 2021 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • Arizona

[​ ​], 2021, by and between Arizona Natural Remedies Inc. (“Assignor”) and S Flower N Phoenix, Inc. (“Assignee”). Capitalized terms used herein without definition shall have the respective meanings assigned to them in the Purchase Agreement (as defined below).

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THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 12th, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations

This Third Amendment to Employment Agreement (“Third Amendment”) is made effective as of June 7, 2023 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and John Heller, an individual residing in the State of Minnesota (“Employee”) (collectively “Parties” or individually “Party”).

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GOODNESS GROWTH HOLDINGS, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • April 1st, 2024 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • British Columbia
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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 12th, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations

This Amendment to Employment Agreement (“Amendment”) is made effective as of February 2, 2022 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Jacob Michael Schroeder, an individual residing in the State/Commonwealth of Florida (“Employee”) (collectively “Parties” or individually “Party”).

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Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca Location: 2nd Floor - 940 Blanshard Street Victoria BC 1 877 526-1526 New West Partnership Trade Agreement (NWPTA) Cover Sheet GOODNESS GROWTH HOLDINGS, INC....
Goodness Growth Holdings, Inc. • June 9th, 2021 • Pharmaceutical preparations
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FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 9th, 2024 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations

This Fourth Amendment to Employment Agreement (“Fourth Amendment”) is made effective as of December 21, 2023 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Amber Shimpa, an individual residing in the State of Minnesota (“Employee”) (collectively “Parties” or individually “Party”).

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THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 17th, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations

This Third Amendment to Employment Agreement (“Third Amendment”) is made effective as of February 12, 2023 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Kyle Kingsley, an individual residing in the State of Minnesota (“Employee”) (collectively “Parties” or individually “Party”).

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CONFIDENTIAL SEPARATION AGREEMENT, WAIVER AND RELEASE
Confidential Separation Agreement • November 14th, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • Minnesota

THIS CONFIDENTIAL SEPARATION AGREEMENT, WAIVER AND RELEASE (the “Agreement”) is made by and between Vireo Health, Inc., a Delaware corporation (together with any predecessor employers and current or former joint employers and the parent, subsidiary and affiliated companies of each of the foregoing, the “Company”), and John Heller (“Employee” and, together with his heirs, executors, administrators, successors, and assigns the “Releasors”).

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VIREO HEALTH, INC. INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO 2018 EQUITY INCENTIVE PLAN
Incentive Stock Option Agreement • November 5th, 2020 • Vireo Health International, Inc. • Delaware

This is an Incentive Stock Option Agreement (the "Agreement") between Vireo Health, Inc. (the "Company") and the grantee identified above (the "Grantee") is entered into and effective as of date of grant identified above (the "Grant Date").

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AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 5th, 2020 • Vireo Health International, Inc. • Ontario
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SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 4th, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • Illinois

This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of April 28, 2023 (the “Effective Date”), among GOODNESS GROWTH HOLDINGS, INC. (formerly known as Vireo Health International, Inc.), a British Columbia corporation (“Parent”), the other Borrowers (as defined in the hereinafter-defined Credit Agreement), the Lenders (as defined in the Credit Agreement) party hereto, and CHICAGO ATLANTIC ADMIN, LLC, a Delaware limited liability company, as administrative agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”, and together with Administrative Agent, collectively, “Agents” and each, an “Agent”).

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 17th, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations

This First Amendment to Employment Agreement (“First Amendment”) is made effective as of February 12, 2023 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Joshua Rosen, an individual residing in the State of Arizona (“Employee”) (collectively “Parties” or individually “Party”).

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