VERANO HOLDINGS CORP. and GOODNESS GROWTH HOLDINGS, INC. ARRANGEMENT AGREEMENT January 31, 2022 SchedulesArrangement Agreement • April 26th, 2022 • Verano Holdings Corp. • Agricultural production-crops • British Columbia
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 26th, 2022 • Verano Holdings Corp. • Agricultural production-crops • Illinois
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 10, 2021, is among VERANO HOLDINGS CORP., a British Columbia corporation (the “Parent”), certain Subsidiaries of Parent signatory hereto as a Borrower or hereafter designated as a Borrower pursuant to Section 8.10 below (collectively with Parent, jointly and severally, the “Borrower”), the other Persons signatory hereto as Guarantors or hereafter designated as Guarantors pursuant to Section 8.10 below, the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), CHICAGO ATLANTIC ADVISERS, LLC, a Delaware limited liability company (“Chicago Atlantic”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and Chicago Atlantic, as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”, and together with the Administrati
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2022 • Verano Holdings Corp. • Agricultural production-crops • Illinois
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into December 1st, 2021 (“Effective Date”), by and between Brett Summerer, an individual resident of the State of Illinois (“Executive”), and Verano Holdings Corp., a British Columbia corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2022 • Verano Holdings Corp. • Agricultural production-crops • Illinois
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 31st day of March, 2021, by and between John Tipton, an individual resident of the State of Florida (“Executive”), and Verano Holdings Corp., a British Columbia corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among VERANO HOLDINGS, LLC ALTERNATIVE MEDICAL ENTERPRISES LLC PLANTS OF RUSKIN GPS, LLC RVC 360, LLC and Member Representative Dated to be effective as of November 6, 2020Agreement and Plan of Merger • April 26th, 2022 • Verano Holdings Corp. • Agricultural production-crops • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated to be effective as of November 6, 2020, is entered into by and among Verano Holdings, LLC, a Delaware limited liability company (“Verano”), Alternative Medical Enterprises LLC, a Florida limited liability company (“AME”), Plants of Ruskin GPS, LLC, a Florida limited liability company (“POR”), RVC 360, LLC, a Florida limited liability company (“RVC”), and John Tipton, solely in the capacity as Member Representative (“Member Representative”). AME, POR and RVC may be referred to individually as a “Company,” and collectively as the “Companies.” Capitalized terms used herein have the meanings given such terms in Article I or in the section of this Agreement cross-referenced therein.
AMENDMENT TO ARRANGEMENT AGREEMENTArrangement Agreement • April 26th, 2022 • Verano Holdings Corp. • Agricultural production-crops • British Columbia
VERANO HOLDINGS, LLC AND MAJESTA MINERALS INC. AND 1276268 B.C. LTD. AND 1277233 B.C. LTD. AND 1278655 B.C. LTD. ARRANGEMENT AGREEMENT DATED DECEMBER 14, 2020Arrangement Agreement • April 26th, 2022 • Verano Holdings Corp. • Agricultural production-crops • British Columbia
THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties covenant and agree as follows:
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 26th, 2022 • Verano Holdings Corp. • Agricultural production-crops • Delaware
This First Amendment to Agreement and Plan of Merger, dated to be effective as of December 14, 2020 (this “Amendment”), is entered into by and among Verano Holdings, LCC, a Delaware limited liability company (the “Verano”), Alternative Medical Enterprises LLC, a Florida limited liability company (“AME”), Plants of Ruskin GPS, LLC, a Florida limited liability company (“POR”), RVC 360, LLC, a Florida limited liability company (“RVC”), and John Tipton, solely in his capacity as the Member Representative thereunder (the “Member Representative”), and amends that certain Agreement and Plan of Merger, dated November 6, 2020, by and among Verano, AME, POR, RVC and the Member Representative (the “Agreement”). Capitalized terms used in this Amendment and not otherwise defined have the meaning ascribed to such terms in the Agreement.
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 26th, 2022 • Verano Holdings Corp. • Agricultural production-crops • Delaware
This Second Amendment to Agreement and Plan of Merger, dated to be effective as of February 5, 2021 (this “Amendment”), is entered into by and among Verano Holdings, LLC, a Delaware limited liability company (the “Verano”), Alternative Medical Enterprises LLC, a Delaware limited liability company (“AME”), Plants of Ruskin GPS, LLC, a Delaware limited liability company (“POR”), RVC 360, LLC, a Delaware limited liability company (“RVC”), and John Tipton, solely in his capacity as the Member Representative thereunder (the “Member Representative”), and amends that certain Agreement and Plan of Merger, dated November 6, 2020, by and among Verano, AME, POR, RVC and the Member Representative, as amended by that certain First Amendment to Agreement and Plan of Merger, dated December 14, 2020 (as amended, the “Agreement”). Capitalized terms used in this Amendment and not otherwise defined have the meaning ascribed to such terms in the Agreement.
VERANO HOLDINGS CORP. RESTRICTED STOCK UNIT AGREEMENT –2021 FOCAL AWARDRestricted Stock Unit Agreement • April 26th, 2022 • Verano Holdings Corp. • Agricultural production-crops • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) governs the Stock Unit Award granted by VERANO HOLDINGS CORP., a British Columbia corporation (the “Company”) to the above-named individual (the “Participant”), in accordance with and subject to the provisions of the Company’s 2021 Stock and Incentive Plan (the “Plan”). A copy of the Plan has been made available to the Participant. Unless the context indicates otherwise, capitalized terms that are not defined in this Agreement shall have the meaning set forth in the Plan.
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 26th, 2022 • Verano Holdings Corp. • Agricultural production-crops • Illinois
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of March 1, 2022, among VERANO HOLDINGS CORP., a British Columbia corporation (the “Parent”), the other Credit Parties (as defined in the hereinafter-defined Credit Agreement), the Lenders (as defined in the Credit Agreement) party hereto, CHICAGO ATLANTIC ADMIN, LLC, a Delaware limited liability company (as assignee of Chicago Atlantic Advisers, LLC, a Delaware limited liability company; hereafter, “Chicago Atlantic”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and Chicago Atlantic, as collateral agent for the Secured Parties (as defined in the Credit Agreement) (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”, and together with the Administrative Agent, collectively, the “Agents” and each, an “Agent”), the Opco Mortgagors (as defined in th
