Vireo Growth Inc. Sample Contracts
ARRANGEMENT AGREEMENTArrangement Agreement • February 3rd, 2022 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • British Columbia
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”).
FIFTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENTCredit 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”).
GOODNESS GROWTH HOLDINGS, INC. NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory 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”).
VOTING SUPPORT AGREEMENTVoting 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").
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment 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”).
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)
EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2024 • 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 Patrick Peters, an individual residing in the State of New Jersey (“Employee”) (collectively “Parties” or individually “Party”).
GOODNESS GROWTH HOLDINGS, INC. NON-PLAN RESTRICTED STOCK UNIT AGREEMENT (Employee Restricted Stock Unit Award)Restricted Stock Unit Agreement • April 3rd, 2024 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • British Columbia
LOCK-UP AGREEMENTLock-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")
CONSULTING AGREEMENTConsulting 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”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment 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”).
FIRST AMENDMENT TO CONSULTING AGREEMENTConsulting 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”).
EMPLOYMENT AGREEMENTEmployment 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”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 25th, 2026 • Vireo Growth Inc. • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT is dated as of March 19, 2026 (the “Closing Date”), and is among VIREO HEALTH OF ROCKY MOUNTAIN, LLC, a Delaware limited liability company (“Parent”, and together with each other Person who becomes a borrower under this Agreement pursuant to Section 6.12(b), collectively, jointly and severally, “Borrowers”), each Person party hereto as a Guarantor (as defined below) from time to time, the creditors which are now or which hereafter become a party hereto (collectively, “Lenders” and each, a “Lender”), and CHICAGO ATLANTIC FINANCIAL SERVICES, LLC (“Chicago Atlantic”), as Administrative Agent.
SECOND AMENDMENT TO LEASE AGREEMENTLease 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”).
CONVERTIBLE NOTE SECONDARY SALE AND PURCHASE AGREEMENTConvertible Note Secondary Sale and Purchase Agreement • October 8th, 2025 • Vireo Growth Inc. • Pharmaceutical preparations • New York
THIS CONVERTIBLE NOTE SECONDARY SALE AND PURCHASE AGREEMENT (this “Agreement”), entered into as of October 2, 2025 (the “Effective Date”), is made by and [__] (the “Assignor”), and Vireo Growth Inc., a British Columbia corporation (the “Assignee” and together with the Assignor, the “Parties”). Any capitalized terms used herein but not otherwise defined shall have the meanings set forth in Schedule I attached hereto.
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 6th, 2024 • Vireo Growth Inc. • Pharmaceutical preparations • Illinois
This EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment” ) is made as of June 14, 2024 (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”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2025 • Vireo Growth Inc. • Pharmaceutical preparations
This First Amendment to Employment Agreement (“Amendment”) is made effective as of March 6, 2025 (“Amendment Effective Date”) by and between Vireo Growth Inc., a Canadian corporation (the “Company”), and Tyson Macdonald, an individual residing in the State of Maryland (“Employee”) (collectively “Parties” or individually “Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2024 • Vireo Growth Inc. • Pharmaceutical preparations • Maryland
This Employment Agreement (“Agreement”) is entered into on December 17, 2024 (“Effective Date”) by and between Vireo Growth Inc., a Delaware corporation (the “Company”) and Tyson Macdonald, an individual residing in the State of Maryland (“Employee”) (collectively “Parties” or individually “Party”).
ASSET PURCHASE AGREEMENT BY AND AMONG VIREO HEALTH OF ROCKY MOUNTAIN, LLC, CHICAGO ATLANTIC ADMIN, LLC, MEDICINE MAN TECHNOLOGIES, INC. AND THE OTHER PARTIES NAMED HEREIN DATED AS OF NOVEMBER 13, 2025Asset Purchase Agreement • March 25th, 2026 • Vireo Growth Inc. • Pharmaceutical preparations • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of November 13, 2025, by and among (a) Vireo Health of Rocky Mountain, LLC, a Delaware limited liability company (the “Buyer”), (b) Chicago Atlantic Admin, LLC, solely in its capacity as the collateral agent under that certain Senior Notes Indenture (as defined below) and related Senior Notes Documents (as defined below) (the “Collateral Agent”), (c) Medicine Man Technologies, Inc., a Nevada corporation (the “Company”), (d) the Company’s Subsidiaries listed hereto on Schedule I (collectively with the Company, the “Company Sellers”), and (e) the Company’s Subsidiaries listed hereto on Schedule II (the “Company Non-Sellers”, and together with the Company Sellers, the “Company Entities”). The Company Sellers and the Collateral Agent are sometimes referred to collectively as the “Selling Parties,” and each individually as a “Selling Party.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Sect
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, 2019Business Combination Agreement • November 5th, 2020 • Vireo Health International, Inc. • British Columbia
VIREO HEALTH INTERNATIONAL, INC. INCENTIVE STOCK OPTION AGREEMENT UNDER THE 2019 EQUITY INCENTIVE PLAN (DIRECTORS)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 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.
GOODNESS GROWTH HOLDINGS, INC.Restricted Stock Unit Agreement • June 6th, 2024 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • British Columbia
LOAN AND SECURITY AGREEMENT by and among Vireo Growth Inc. and the Other Persons Identified as Borrowers on the Signature Pages Hereto, as Borrowers, the Guarantors from time to time party hereto, the financial institutions or entities from time to...Loan and Security Agreement • November 12th, 2025 • Vireo Growth Inc. • Pharmaceutical preparations • New York
This LOAN AND SECURITY AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”), dated as of July 3, 2025, is entered into by and among Vireo Growth Inc., a corporation formed under the laws of the province of British Columbia (“Vireo”), and each of the other Persons identified as borrowers on the signature pages hereto (together with Vireo, each individually, a “Borrower” and collectively, jointly and severally, the “Borrowers”), the Guarantors from time to time party hereto, the financial institutions or entities from time to time party hereto as Lenders, EAST WEST BANK, a California banking corporation (“East West Bank”), as Administrative Agent for the Lenders (with its successors and permitted assigns in such capacity, the “Administrative Agent”), and WESTERN ALLIANCE BANK, an Arizona corporation, as co-administrative agent for the Lenders (with its successors and permitted assigns in such capacity, the “Co-Admin Agent”), East West Bank, as collateral a
GOODNESS GROWTH HOLDINGS, INC. NON-PLAN STOCK OPTION AGREEMENTStock Option Agreement • April 1st, 2024 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • British Columbia
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2024 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations
This Second Amendment to Employment Agreement (“Second 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 John Heller, an individual residing in the State of Minnesota (“Employee”) (collectively “Parties” or individually “Party”).
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment 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”).
VIREO HEALTH INTERNATIONAL, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive 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.
JOINDER AND TENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 7th, 2024 • Vireo Growth Inc. • Pharmaceutical preparations • Illinois
THIS CREDIT AGREEMENT, dated as of March 25, 2021, is among VIREO GROWTH INC. (formerly known as Goodness Growth Holdings, Inc. and Vireo Health International, Inc.), a corporation existing under the laws of the Province of British Columbia (“Parent”), VIREO HEALTH, INC., a Delaware corporation (“Vireo Health”), 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, a Maryland limited liability company (“MaryMed”), RESURGENT BIOSCIENCES, INC., a Delaware corporation (“Resurgent”), VIREO HEALTH OF PUERTO RICO, LLC, a Delaware limited liability company (“Vireo PR”), VIREO HEALTH DE PUERTO RICO LLC, a Puerto Rico limited liability company (“Vireo de Puerto Rico”), VIREO HEALTH OF NEVADA I, LLC, a Nevada limited liability company (“Vireo Nevada”), MJ DISTRIBUTING C201, LLC, a Nevada limited liability company (“MJ C201”), MJ DISTRIBUTING P132, LLC, a Nevada limit
EMPLOYMENT AGREEMENTEmployment 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”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • October 15th, 2024 • Vireo Growth Inc. • Pharmaceutical preparations • Minnesota
This Separation Agreement and General Release (this “Agreement”) is entered into between Joshua Rosen (“you”) and Vireo Growth, Inc., previously known as Vireo Health, Inc. (the “Company”). Your employment with the Company will end effective October 10, 2024. You and the Company have agreed to characterize your termination of employment with the Company as a resignation.
AGREEMENT AND PLAN OF MERGER by and among VIREO DR MERGER SUB INC., VIREO GROWTH INC., DEEP ROOTS HOLDINGS, INC., and THE STOCKHOLDER REPRESENTATIVE Dated as of December 18, 2024Agreement and Plan of Merger • December 23rd, 2024 • Vireo Growth Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 4th, 2025 • Vireo Growth Inc. • Pharmaceutical preparations • Delaware
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SECURITIES PURCHASE...Securities Purchase Agreement • June 11th, 2026 • Vireo Growth Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”), dated as of June 5, 2026, is entered into by and among Vireo Growth Inc., a British Columbia corporation (“Buyer”), Bridgewell Agribusiness LLC, an Oregon limited liability company (the “Company”), BWAB Holdings, LLC, an Oregon limited liability company (“BWAB Holdings”), each Person listed under the heading reading “Ultimate Sellers” on Schedule I attached hereto and made a part hereof (each such Person, an “Ultimate Seller” and together the “Ultimate Sellers”), Agribusiness Holdings Limited Partnership, an Oregon limited partnership (“Agribusiness Holdings”) and Shareholder Representative Services LLC, a Colorado limited liability company acting solely in its capacity as the Seller Representative (the “Seller Representative”).