Common use of 3Notices Clause in Contracts

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): ​ ​ (a) to the Company at: Goodness Growth Holdings, Inc. 000 Xxxxx 0xx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention:Xxxx X. Xxxxxxxx, Chief Executive Officer and Chairman E-mail:[REDACTED] ​ with a copy to: DLA Piper (Canada) LLP 000 Xxxx Xxxxxx Xxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxxxxx Xxxx / Xxxxx Xxxxxxx E-mail:[REDACTED] and to: ​ DLA Piper LLP (US) 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention:Xxxxxxxxxxx Xxxxxxxx E-mail:[REDACTED] (b) to the Purchaser at: Verano Holdings Corp. 000 Xxxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx Archos, Chairman and Chief Executive Officer E-mail:[REDACTED] ​ with a copy to: Dentons Canada LLP 00 Xxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxxx-Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxx Xxxxxx / Xxxx Xxxxxx 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.

3Notices. Any noticeAll notices, direction or consents, waivers and other communication given pursuant to this Agreement (each a “Notice”) must communications hereunder shall be in writingwriting and shall be effective (a) upon receipt when sent through the mails, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, (b) upon receipt when sent by hand deliveryan overnight courier (costs prepaid and receipt requested), courier or email and is deemed to be given and received: (ic) on the date personally delivered to an authorized officer of delivery by hand or courier if it is a Business Day and the delivery was made prior party to 4:00 p.m. (local time in the place of receipt), and otherwise on the next Business Day; which sent or (iid) if sent by email on the date of transmitted by electronic transmission if it is with a Business Day and transmission was made prior to 5:00 p.m. (local time in the place confirmation 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): ​ ​ (a) to the Company at: Goodness Growth Holdingsall cases, Inc. 000 Xxxxx 0xx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention:Xxxx X. Xxxxxxxx, Chief Executive Officer and Chairman E-mail:[REDACTED] ​ with a copy emailed to the recipient at the applicable address, addressed to the recipient as follows: if to the Company, to: DLA Piper Marinus Pharmaceuticals, Inc. 5 Radnor Corporate Center 000 Xxxxxxxxxx Xxxx, Xxxxx 000 Xxxxxx, XX 00000 Attention: Chief Financial Officer E-mail: xxxxxxxxxx@xxxxxxxxxxxxx.xxx with a copy to (Canada) LLP which shall not constitute notice): Marinus Pharmaceuticals, Inc. 5 Radnor Corporate Center 000 Xxxx Xxxxxx Xxxxxxxxxx Xxxx, Xxxxx 000 Xxxxxx, XX 00000 Attention: General Counsel E-mail: xxxxxxxx@xxxxxxxxxxxxx.xxx if to the Investor, to: c/o Sagard 000 Xxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx XX X0X 0X0 Xxxxxx Attention:Xxxxxx Xxxx / Xxxxx Xxxxxxx : General Counsel E-mail:[REDACTED] and mail: xxxxxxxxx@xxxxxxxxxxxxxx.xxx with a copy (which shall not constitute notice) to: ​ DLA Piper LLP (US) 0000 Xxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C. 000 Xxxxx Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention:Xxxxxxxxxxx Xxxxxxxx E-mail:[REDACTED] (b) : Xxxxxxx Xxxxxxx, Esq. Email: XXxxxxxx@xxxxx.xxx Each Party hereto may, by notice given in accordance herewith to the Purchaser at: Verano Holdings Corp. 000 Xxxxx Xxxxxxxx Xxxxxxother Party hereto, 0xx Xxxxx Xxxxxxxdesignate any further or different address to which subsequent notices, Xxxxxxxx 00000 Attention: Xxxxxx Archosconsents, Chairman waivers and Chief Executive Officer E-mail:[REDACTED] ​ with a copy to: Dentons Canada LLP 00 Xxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxxx-Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxx Xxxxxx / Xxxx Xxxxxx E-mail:[REDACTED] Rejection or other refusal to accept, or inability to deliver because of changed address of which no Notice was given, communications shall be deemed to be receipt of the Notice as of the date of such rejection, refusal or inability to deliversent. 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.​

3Notices. Any notice, direction All notices and other communications given or other communication given made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given or made (each a) as of the date delivered if delivered personally or if sent by email of a .pdf attachment (provided, that any such email notice must contain the following “Noticeall caps” notation in the subject line “MERGER AGREEMENT OFFICIAL NOTICE”) must be in writing, sent by hand delivery, courier or email and is deemed to be given and received: (ib) 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) Day if sent by email on the date prepaid overnight carrier (providing proof 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 Daydelivery), in each case to the Parties at the following addresses (or at such other address for a Party addresses as shall be specified by the Parties by like Notice): ​ ​notice): (a) if to Parent or the Parent OP: NexPoint RE Merger, Inc. c/o NexPoint Real Estate Advisors, L.P. 000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxx, XX 00000 Attention:Xxxx X. XxXxxxxx Xxxxx Xxxxx Email:XXxXxxxxx@xxxxxxxxxxxxxxxx.xxx XXxxxx@xxxxxxxxxxxxxxxx.xxx ​ ​ ​ ​ with a copy (which will not constitute notice) to: Winston & Xxxxxx LLP 0000 X. Xxxxx Xxxxxx Xxxxx 000 Xxxxxx, Xxxxx 7520 Attention:Xxxxxxx X. Xxxx Xxxxxxxxx X. Xxxxxx Email:xxxxx@xxxxxxx.xxx xxxxxxx@xxxxxxx.xxx (b) if to the Company ator the Operating Company: Goodness Growth HoldingsXxxxxxxx Capital, Inc. 0000 Xxxxxx Xxxxxx, Xxxxx 000 Xxxxx 0xx Xxxxxx XxxxxxxxxxxXxxxxxx, Xxxxxxxxx 00000 Attention:Xxxx X. Xxxxxxxx, Chief Executive Officer and Chairman E-mail:[REDACTED] ​ Good Email:xxxx@xxxxxxxxxxxxxxx.xxx with a copy (which will not constitute notice) to: DLA Piper (Canada) King & Spalding LLP 000 Xxxx 0000 Xxxxxxxxx Xxxxxx Xxxx, Xxxxx 0000 XX Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxxxxx Xxxx / Xxxxx Xxxxxxx E-mail:[REDACTED] and to: ​ DLA Piper LLP (US) 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention:Xxxxxxxxxxx Xxxxxxxx E-mail:[REDACTED] (b) to the Purchaser at: Verano Holdings Corp. 000 Xxxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx Archos, Chairman and Chief Executive Officer E-mail:[REDACTED] ​ with a copy toXxxxxxx Xxxxxxx Xxxx Xxxxxxxxx Email: Dentons Canada LLP 00 Xxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxxx-Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxx Xxxxxx / Xxxx Xxxxxx E-mail:[REDACTED] Rejection xxxxxxxxx@xxxxx.xxx xxxxxxxxxx@xxxxx.xxx or to such other refusal address as the Person to accept, or inability whom notice is given may have previously furnished to deliver because of changed address of which no Notice was given, shall be deemed to be receipt of the Notice as of other in writing in 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 Partymanner set forth above.

3Notices. Any notice, direction request, instruction or other document 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 hereunder by a party hereto shall be in writing and received: shall be deemed to have been given (i) on the date when received if given in person or by courier or a courier service (providing proof 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 receiptdelivery), 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. sent by confirmed facsimile, (local time in the place of receiptiii) and otherwise on the next Business DayDay if sent by an overnight delivery service (providing proof of delivery), or (iv) five (5) Business Days after being deposited in each case the U.S. mail, certified or registered mail, postage prepaid; provided that with respect to notices delivered to the Parties at the following addresses (or Stockholders’ Representative, such other address for a Party as specified by like Notice): ​ ​notices must be delivered solely via confirmed facsimile: (a) If to the Company atCompany, addressed as follows: Goodness Growth On-X Life Technologies Holdings, Inc. 0000 X Xxxxxxxx Xxxx Xxxxxxxx B Austin, Texas 78752 Attention: Xxxxx Xxxxx, President and Chief Executive Officer Facsimile No.: (000) 000-0000 with copies (which shall not constitute notice) to: Xxxxxxx Xxxxx LLP 000 Xxxxxxxx Xxxxxx, Xxxxx 0xx Xxxxxx Xxxxxxxxxxx0000 Xxxxxx, Xxxxxxxxx Xxxxx 00000 Attention: J. Xxxxxxx Xxxxx, Esq. Facsimile No.: (512) 320‑9292 (b) If to the Stockholders’ Representative, addressed as follows: Fortis Advisors LLC Notice Department Facsimile No.: (000) 000-0000 with copies (which shall not constitute notice) to: Xxxxxxx Xxxxx LLP 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Attention: J. Xxxxxxx Xxxxx Facsimile No.: (512) 320‑9292 (c) If to Parent or Merger Sub, or after the Closing, the Surviving Company, addressed as follows: CryoLife, Inc. 0000 Xxxxxxx Xxxx., NW Kennesaw, GA 30144 Attention:Xxxx X. Xxxxxxxx, Chief Executive Officer and Chairman EXxxxxxxx Facsimile No.: (000) 000-mail:[REDACTED] ​ 0000 with a copy (which shall not constitute notice) to: DLA Piper (Canada) LLP 000 Xxxx Xxxxxx Xxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxxxxx Xxxx / Xxxxx Xxxxxxx E-mail:[REDACTED] and to: ​ DLA Piper LLP (US) 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention:Xxxxxxxxxxx Xxxxxxxx E-mail:[REDACTED] (b) to the Purchaser at: Verano Holdings Corp. 000 Xxxxx Xxxxxxxx & Xxxxxx, 0xx Xxxxx XxxxxxxProfessional Corporation 900 South Capital of Texas Highway Las Cimas IV, Xxxxxxxx 00000 Fifth Floor Austin, Texas 78746 Attention: Xxxx X. Xxxxxx Archos, Chairman and Chief Executive Officer EFacsimile No.: (000) 000-mail:[REDACTED] ​ with 0000 or to such other individual or address as a copy to: Dentons Canada LLP 00 Xxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxxx-Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxx Xxxxxx / Xxxx Xxxxxx 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 party hereto may designate for itself by notice given 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 Partyherein provided.

3Notices. Any notice, direction notice or other communication given pursuant required or permitted to this Agreement (each a “Notice”) must be delivered to any Party shall be in writingwriting and shall be deemed properly delivered, sent by hand delivery, courier or email and is deemed to be given and received: (ia) when delivered by hand; (b) upon such Party’s receipt after being sent by registered mail, by courier or express delivery service; or (c) upon confirmation of receipt during normal business hours 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)or, 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 received after normal business hours, on the next Business Day, after being sent by electronic mail, in each any case to the Parties at address or electronic mail address set forth beneath the following addresses name of such Party below (or to such other address for as such Party shall have specified in a written notice given to the other Party as specified by like Notice): ​ ​in accordance with this Section 11.3): (ai) if to the Company atBuyer, to: Goodness Growth Holdings​ ​ Ares Trading SA Zone industrielle de l’Ouriettaz 1170 Aubonne Switzerland Attention: [***] Email:[***] with a copy (which shall not constitute notice) to: [***] [***] [***] And with a copy (which shall not constitute notice) to: Xxxxxx, Xxxxx & Xxxxxxx LLP 0000 Xxxxxxxxxxxx Xxxxxx, XX Xxxxxxxxxx, XX 00000-0000 Attention: [***] Email: [***] (ii) if to Seller or Albireo Pharma, to: Xxxxxxx Pharma, Inc. 000 Xxxxx 0xx 00 Xxxx Xxxxxx XxxxxxxxxxxXxxxxx Xxxxxx, Xxxxxxxxx XX 00000 Attention:Xxxx X. Xxxxxxxx: Xxxxx Xxxxxx, Chief Executive Legal Officer and Chairman E-mail:[REDACTED] & General Counsel Email: xxxxx.xxxxxx@xxxxxxxxxxxxx.xxx ​ with a copy (which shall not constitute notice) to: DLA Piper (Canada) LLP 000 Xxxx Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Xxx Xxxxxxxxx Xxxxxx XxxxXxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxxxxx Xxxx / Xxxxx Xxxxxxx E-mail:[REDACTED] and to: ​ DLA Piper LLP (US) 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx Xxxxxxxxxxxxx 00000 Attention:Xxxxxxxxxxx Xxxxxxxx Xxxxx Xxxxx E-mail:[REDACTED] (b) to the Purchaser atmail: Verano Holdings Corp. 000 Xxxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx Archos, Chairman and Chief Executive Officer E-mail:[REDACTED] ​ with a copy to: Dentons Canada LLP 00 Xxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxxx-Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxx Xxxxxx / Xxxx Xxxxxx 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.XXxxxx@xxxxx.xxx ​

3Notices. Any noticeAll notices, direction or requests, consents, claims, waivers and other communication given pursuant to this Agreement (each a “Notice”) must communications hereunder shall be in writing, sent by hand delivery, courier or email writing and is shall be deemed to be given and receivedhave been given: (i) on the date of delivery when delivered 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 with written confirmation of receipt), (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (iii) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and otherwise on the next Business Day; Day if sent after normal business hours of the recipient, or (iiiv) when received by the addressee if mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be 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 respective parties at the following addresses (or at such other address for a Party party as shall be specified by like Noticein a notice given in accordance with this Section 9.3): ​ ​ (a) If to the Company atSellers: Goodness Growth HoldingsMidway Gold US Inc. 8000 Xxxxx Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxxxxx, Inc. 000 Xxxxx 0xx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention:Xxxx X. Xxxxxxxx, Chief Executive Officer and Chairman E00000 X.X.X. Attn: Jxxxx Xxxxxxxx, General Counsel Email: jxxxxxxxx@xxxxxxxxxx.xxx Fax: (000) 000-mail:[REDACTED] ​ 0000 with a copy to: DLA Piper Squire Pxxxxx Bxxxx (CanadaUS) LLP 200 X. Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxxxxxx, XX 00000 X.X.X. Attention: Sxxxxxx X. Xxxxxx Email: sxxxxxx.xxxxxx@xxxxxxxx.xxx Fax: 500-000-0000 If to Buyer: Solidus Resources, LLC c/o Elko Mining Group LLC 900 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxx Xxxx, Xxxxxx Xxxx00000 U.S.A. Attn: Jxxx XxXxxxx, President Email: jxxx.xxxxxxx@xxxxxxxxxxxxxxx.xxx Fax: 700-000-0000 with a copy to: Waterton Precious Metals Fund II Cayman, LP c/o Waterton Global Resource Management, Inc. Commerce Court West 100 Xxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxx X0X 0X0 Attention:Xxxxxx Xxxx / Xxxxx Xxxxxxx E-mail:[REDACTED] and to: ​ DLA Piper LLP (US) 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Kxxxx Xxxx, Xxx Xxxx 00000 Attention:Xxxxxxxxxxx Xxxxxxxx EGeneral Counsel Email: kxxxx@xxxxxxxxxxxxxx.xxx Fax: 400-mail:[REDACTED] (b) to the Purchaser at: Verano Holdings Corp. 000 Xxxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx Archos, Chairman and Chief Executive Officer E000-mail:[REDACTED] ​ 0000 with a copy to: Dentons Canada Sidley Austin LLP 00 Xxxx Xxxxxx Xxxx, Oxx Xxxxx 000 Xxxxxxx-Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 XXX Attention: Jxxxxxx Xxxxxxx X0X 0X0 Attention:Xxx Xxxxxx / Xxxx Xxxxxx EEmail: jxxxxxxx@xxxxxx.xxx Fax: 300-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.000-0000

3Notices. Any noticeAll notices, direction or consents, waivers and other communication given pursuant to this Agreement (each a “Notice”) must communications hereunder shall be in writingwriting and shall be effective (a) upon receipt when sent through the mails, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, (b) upon receipt when sent by hand deliveryan overnight courier (costs prepaid and receipt requested), courier or email and is deemed to be given and received: (ic) on the date personally delivered to an authorized officer of delivery by hand or courier if it is a Business Day and the delivery was made prior party to 4:00 p.m. (local time in the place of receipt), and otherwise on the next Business Day; which sent or (iid) if sent by email on the date of transmitted by electronic LEGAL 4875-0317-8306v.49 ​ transmission if it is with a Business Day and transmission was made prior to 5:00 p.m. (local time in the place confirmation of receipt) and otherwise on the next Business Day, in each case all cases, with a copy emailed to the Parties recipient at the following addresses (or such other address for a Party as specified by like Notice): ​ ​ (a) applicable address, addressed to the Company atrecipient as follows: Goodness Growth Holdingsif to the Company, to: Liquidia Technologies, Inc. 000 Xxxxx 0xx Xxxxxx XxxxxxxxxxxXxxxx, Xxxxxxxxx 00000 Suite 100 Morrisville, North Carolina Attention:Xxxx X. Xxxxxxxx, Chief Executive Officer and Chairman E-mail:[REDACTED] ​ : General Counsel Email: xxxxx@xxxxxxxx.xxx with a copy to: DLA Piper to (Canada) LLP 000 Xxxx Xxxxxx Xxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxxxxx Xxxx / Xxxxx Xxxxxxx E-mail:[REDACTED] and to: ​ which shall not constitute notice): DLA Piper LLP (US) 0000 00 Xxxx X. Xxxxxxx Parkway, Suite 120 Short Hills, New Jersey 07078 Attention: Xxxxxx xx xxx Xxxxxxxx Xxx XxxxX. Xxxxxxx, Xxx Xxxx 00000 Attention:Xxxxxxxxxxx Xxxxxxxx E-mail:[REDACTED] (b) Esq. and Xxxxxx Xxxxxx, Esq. Email: xxxxxx.xxxxxxx@xx.xxxxxxxx.xxx and xxxxxx.xxxxxx@xx.xxxxxxxx.xxx if to the Purchaser atInvestor, to: Verano Holdings Corp. HealthCare Royalty Management, LLC 000 Xxxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx000 Xxxxxxxx, Xxxxxxxx XX 00000 Attention: Xxxxxx ArchosXxxxxxx Xxxxxxxxxxxx, Chairman and Chief Executive Officer E-mail:[REDACTED] ​ Managing Director Email: Xxxxxxx.Xxxxxxxxxxxx@xxxx.xxx with a copy (which shall not constitute notice) to: Dentons Canada LLP 00 Xxxx Xxxxxx XxxxHealthCare Royalty Management, LLC 000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx-Xxxxxxxx Xxxxxxxx, XX 00000 Attention: Xxx Xxxxxx, General Counsel Email: Xxx.Xxxxxx@xxxx.xxx with a copy (which shall not constitute notice) to: Xxxxxx XxxxxxxXxxxxx LLP 0000 Xxxxxx Xxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxx, Xxxxxxx X0X 0X0 Attention:Xxx Xxxxxxxx and Xxxxxx / Xxxx Xxxxxx Xxxxxxx E-mail:[REDACTED] Rejection mail: xxxxxx@xxxxxx.xxx, xxxxxxxxx@xxxxxx.xxx and xxxxxx.xxxxxxx@xxxxxx.xxx Each Party hereto may, by notice given in accordance herewith to the other Party hereto, designate any further or different address to which subsequent notices, consents, waivers and other refusal to accept, or inability to deliver because of changed address of which no Notice was given, communications shall be deemed to be receipt of the Notice as of the date of such rejection, refusal or inability to deliversent. 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.LEGAL 4875-0317-8306v.49 ​

3Notices. Any noticeUnless otherwise provided for in this Agreement, direction all notices, instructions and other communications hereunder or other communication given pursuant to this Agreement (each a “Notice”) must in connection herewith shall be in writing, shall be sent to the address specified in this Section 12.3 and shall be: (a) delivered personally; (b) transmitted by facsimile; (c) sent by hand deliveryregistered or certified mail, courier return receipt requested, postage prepaid; or email and is (d) sent via a reputable international overnight delivery service. Any such notice, instruction or communication shall be deemed to be given and received: have been delivered (i) on the date of delivery upon receipt if delivered by hand or courier when transmitted with electronic confirmation of receipt, if it transmitted by facsimile (if such transmission is on a Business Day and the delivery was made prior to 4:00 p.m. (local time in the place of receipt)Day; otherwise, and otherwise on the next Business Day; or Day following such transmission), provided that an original document is sent via an internationally recognized overnight delivery service (receipt requested), (ii) if three (3) Business Days after it is sent by email on the date of transmission if registered or certified mail, return receipt requested, postage prepaid, or (iii) one (1) Business Day after it is sent via a Business Day and transmission was made prior reputable international overnight delivery service. If to 5:00 p.m. (local time in the place of receipt) and otherwise on the next Business DayCara, in each case to the Parties at the following addresses (or such other address for a Party as specified by like Notice): ​ ​ (a) to the Company at: Goodness Growth Holdingsto:Cara Therapeutics, Inc. 0 Xxxxxxxx Xxxxx 000 Xxxxx 0xx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention:Xxxx X. Xxxxxxxx, Chief Executive Officer and Chairman E-mail:[REDACTED] ​ with a copy to: DLA Piper (Canada) LLP 000 Xxxx Xxxxxx Xxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxxxxx Xxxx / Xxxxx Xxxxxxx E-mail:[REDACTED] and to: ​ DLA Piper LLP (US) 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention:Xxxxxxxxxxx Xxxxxxxx E-mail:[REDACTED] (b) to the Purchaser at: Verano Holdings Corp. 000 Xxxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx XxxxxxxXxxxxxxx, Xxxxxxxx XX 00000 Attention: Xxxxxx Archos, Chairman and Chief Executive Officer E​ ​ Facsimile: +0 (000) 000-mail:[REDACTED] ​ 0000 with a copies to:Cara Therapeutics, Inc. 0 Xxxxxxxx Xxxxx 000 Xxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, XX 00000 Attention: Office of the General Counsel Facsimile: +0 (000) 000-0000 and:Xxxxxx LLP 0000 Xxxxxxx Xx. Xxxx Xxxx, XX 00000 XXX Attn: Xxxxx Xxxxxxxx, Esq. If to VFMCRP, to:Vifor Fresenius Medical Care Renal Pharma Ltd Xxxxxxxxxxxxx 00 0000 Xx. Xxxxxx Xxxxxxxxxxx Attn: CEO Fax: +00 00 000 0000 Vifor Pharma Management Ltd with a copy toxx:Xxxxxxxxxxxxxx 00 0000 Xxxxxxxxxx Xxxxxxxxxxx Attn: Dentons Canada LLP Group General Counsel Fax: +00 00 Xxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxxx-Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxx Xxxxxx / Xxxx Xxxxxx E-mail:[REDACTED] Rejection 0000 or to such other refusal address as the Party to accept, or inability to deliver because of changed address of which no Notice was given, shall be deemed whom notice is to be receipt of given may have furnished to 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 Partyother Party in writing in accordance herewith.

3Notices. Any noticeAll notices, direction demands, requests, consents, approvals, or other communication communications (collectively, “Notices” ) required or permitted to be given pursuant hereunder or which are given with respect to this Agreement (each a “Notice”) must shall be in writingwriting and shall be personally served, sent delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, courier telegram, telex, or email and is facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed to be given and received: (i) on the date of delivery service or transmission if personally served or transmitted by hand telegram, telex, or courier facsimile; provided, that if it such service or transmission is not on a Business Day and the delivery was made prior to 4:00 p.m. (local time in the place of receipt)business day or is after normal business hours, and otherwise then such notice shall be deemed given on the next Business Day; or (ii) if business day. Notice otherwise 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 as provided herein shall be deemed given on the next Business Day, in each case business day following timely delivery of such notice to the Parties at the following addresses (or such other address a reputable air courier service with an order for a Party as specified by like Notice): next-day delivery. ​ ​ (a) to To the Company atbefore the Closing: Goodness Growth Holdings​ DiamondHead Holdings Corp. 000 Xxxx Xxx., Inc. 000 0xx Floor New York, New York 10177 Attention: Xxxxx 0xx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention:Xxxx X. Xxxxxxxx, Chief Executive Officer and Chairman E-mail:[REDACTED] Xxxxxxxx Xxxxx Xxxxxxx Email: xxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx; xxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx ​ ​ with a copy to: DLA Piper (Canada) ​ Xxxxxxxx & Xxxxxxxx LLP 000 Xxxx Xxxxx Xxxxxx XxxxNew York, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxxxxx Xxxx / Xxxxx Xxxxxxx E-mail:[REDACTED] and to: ​ DLA Piper LLP (US) 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention:Xxxxxxxxxxx Xxxxxxxx E-mail:[REDACTED] (b) to the Purchaser at: Verano Holdings Corp. 000 Xxxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 New York 10004 Attention: Xxxxxx Archos, Chairman and Chief Executive Officer Xxxxxx Xxxxx Xxxxx E-mail:[REDACTED] mail: xxxxxxx@xxxxxxxx.xxx xxxxxx@xxxxxxxx.xxx ​ To the Company after the Closing: ​ Great Southern Homes, Inc. 00X Xxxxx Xxxxx Xxxxx Irmo, South Carolina 29063 Attention: Xxx X’Xxxxx, Chief Administrative Officer Xxxxx Xxxxxx, Executive Vice President and General Counsel Email: xxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx xxxxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx ​ with a copy to: Dentons Canada ​ Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP 00 Xxxx Xxxxxx Xxxx000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000 Xxxxxxx-Xxxxxxxx Washington, D.C., 20001 Attention: Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxx X. Xxxxxx / Xxxx Xxxxxx E-mail:[REDACTED] Rejection or other refusal XxXxxxxx Email: xxxx.xxxxxx@xxxxxxxxxxxxx.xxx xxxx.xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx ​ To a Holder, to accept, or inability to deliver because of changed the address of which no Notice was given, shall be deemed to be receipt of the Notice as of the date of set forth below such rejection, refusal or inability to deliverXxxxxx’s name on Exhibit A hereto. 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.​

3Notices. Any notice, direction notice or other communication given pursuant to under this Agreement (each a “Notice”) must shall be sent to the Parties in writing, English at their respective addresses set forth below or such other addresses as may from time to time be notified in accordance with this Section 11.3. Notices may be sent by hand deliveryhand, by internationally recognized courier service (e.g., DHL) or email and is deemed to be given and received: by fax (i) on the date of delivery but not 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 receiptemail), 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): ​ ​ (a) to the Company at: Goodness Growth Holdings, Inc. 000 Xxxxx 0xx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention:Xxxx X. Xxxxxxxx, Chief Executive Officer and Chairman E-mail:[REDACTED] ​ with a copy to: DLA Piper (Canada) LLP 000 Xxxx Xxxxxx Xxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxxxxx Xxxx / Xxxxx Xxxxxxx E-mail:[REDACTED] and to: ​ DLA Piper LLP (US) 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention:Xxxxxxxxxxx Xxxxxxxx E-mail:[REDACTED] (b) to the Purchaser at: Verano Holdings Corp. 000 Xxxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx Archos, Chairman and Chief Executive Officer E-mail:[REDACTED] ​ with a copy to: Dentons Canada LLP 00 Xxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxxx-Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxx Xxxxxx / Xxxx Xxxxxx 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 delivered upon actual receipt. (a) If to the Purchasers, to: SPE Mauritius Holdings Limited 0xx Xxxxx, Xxxxx X 0 XxxxxXxxx Xxxxx, Xxxxxxxxx Attention: General Counsel Facsimile: +0-000-000-0000 and SPE Mauritius Investments Limited 0xx Xxxxx, Xxxxx X 0 XxxxxXxxx Xxxxx, Xxxxxxxxx Attention: General Counsel Facsimile: +0-000-000-0000 with copies in each case (which shall not constitute notice) to: Sony Pictures Entertainment Inc. 00000 X. Xxxxxxxxxx Blvd. Culver City, CA 90232 USA Attention: Corporate Legal Department Facsimile: +0-000-000-0000 and Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP 00 Xxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Attention: Xxxxx Xxxxxxxx Facsimile: +00 00 0000 0000 (b) If to the Company, to: MAA Television Network Limited Xxxxxxxxx Xxxxx Xxxx # 000/X Xxxx # 00, Xxxxxxx Xxxxx Hyderabad- 500 033 India Attention:  Facsimile:  (c) If to the Sellers, to: Xxxxxxxx Xxxxxxxxxxx [address, fax] Section XI.4Waiver; Amendments; Assignment (a) No failure or delay on the part of any Party in exercising any right, power or remedy hereunder shall operate as a waiver of any further exercise thereof or the exercise of any other right, power or remedy, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Parties at Law, in equity or otherwise. (b) Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by any Party from the terms of any provision of this Agreement, shall be effective only if it is made or given in writing and signed by all of the Notice as Parties. Any such amendment, supplement, modification, waiver or consent shall be binding upon the Parties. (c) This Agreement is binding upon and inures to the benefit 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 successors and does not constitute delivery assigns of the Notice parties, provided that there may be no assignment or transfer of rights or obligations under this Agreement by any Party without the prior written consent of the other Parties. Notwithstanding the foregoing, (i) this Agreement may be assigned by Purchasers to that Party. The failure to send a copy any of a Notice to legal counsel does not invalidate delivery their Affiliates without the consent of that Notice to a Partythe other Parties hereto.

3Notices. Any notice, direction or All notices and other communication given pursuant to this Agreement (each a “Notice”) communications hereunder must be in writing, sent by hand delivery, courier or email writing and is will be deemed to be given have been duly delivered and received: received hereunder (i) on the date of four Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid; (ii) one Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service; (iii) immediately upon delivery by hand hand; or courier (iv) at the time sent (if it is a Business Day and the delivery was made prior to 4:00 p.m. (sent before 5:00 p.m., addressee’s local time in the place of receipt), and otherwise on the next Business Day; or (ii) Day if sent after 5:00 p.m., addressee’s local time), if sent by email on the date of transmission if a .pdf, .tif, .gif, .jpg or similar attachment; provided, that any notice provided by email shall state in such email that it is a Business Day and transmission was made prior notice delivered pursuant to 5:00 p.m. (local time in the place of receipt) and otherwise on the next Business Daythis Section 9.3, in each case to the Parties at the following addresses (or such other address for a Party intended recipient as specified by like Notice): ​ ​set forth below: (a) if to the Company at: Goodness Growth Holdings, Inc. 000 Xxxxx 0xx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention:Xxxx X. Xxxxxxxx, Chief Executive Officer and Chairman E-mail:[REDACTED] ​ with a copy Parent or Merger Sub to: DLA Piper (Canada) LLP 000 SensaSure Technologies Inc. 0000 X. Xxxx Xxxxxx XxxxXx. Suite 300 Las Vegas, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxxxxx NV Attn: Xxxxxxxx Xxxx / Xxxxx Xxxxxxx E-mail:[REDACTED] and toEmail: ​ DLA Piper LLP (US) 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention:Xxxxxxxxxxx Xxxxxxxx E-mail:[REDACTED]Xxxxxxxx@xxxxxxxxxxxx.xxx (b) if to the Purchaser atCompany (prior to the Effective Time) to: Verano Holdings Corp. 000 Verde Bio Holdings, Inc. PO Box 67 Jacksboro, TX 76458 Attn:Xxxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx Archos, Chairman and Chief Executive Officer E-mail:[REDACTED] ​ Xxx Email:xxxxx@xxxxxxx.xxx with a copy (which will not constitute notice) to: Dentons Canada Xxxxxxxx & Worcester LLP 00 Xxxx Xxxxxx Xxxx1633 Broadway New York, NY 10019 Attn:Xxxxx 000 Xxxxxxx-Xxxxxxxx Xxxxxx XxxxxxxXxxxxxxxx Email: xxxxxxxxxx@xxxxxxxxxxx.xxx Any notice received at the addressee’s location on any Business Day after 5:00 p.m., Xxxxxxx X0X 0X0 Attention:Xxx Xxxxxx / Xxxx Xxxxxx E-mail:[REDACTED] Rejection or other refusal to acceptaddressee’s local time, or inability to deliver because of changed address of which no Notice was given, shall on any day that is not a Business Day will be deemed to be receipt have been received at 9:00 a.m., addressee’s local time, on the next Business Day. From time to time, any Party may provide notice to the other Parties of a change in its address through a notice given in accordance with this Section 9.3, except that notice of any change to the address or any of the Notice as other details specified in or pursuant to this Section 9.3 will not be deemed to have been received until, and will be deemed to have been received upon, the later of the date of (A) specified in such rejection, refusal notice; or inability (B) that is five Business Days after such notice would otherwise be deemed to deliver. Sending a copy of a Notice have been received pursuant 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 Partythis Section 9.3.

3Notices. Any noticeAll notices, direction or certifications, requests, demands, payments and other communication given pursuant to this Agreement (each a “Notice”) must communications hereunder shall be in writing, sent by hand delivery, courier or email writing and is shall be deemed to be have been duly 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) delivered if sent by email on overnight delivery, by a nationally-recognized overnight delivery service; if mailed, by first class certified mail, postage prepaid or delivered personally; or if sent by facsimile, with transmission confirmed by a printout from the date of transmission if it is facsimile machine and simultaneously followed by the original communications by first class certified mail, postage prepaid: If to XXXXX, XXXX or UTEL-IOWA: UTEL, Inc. 00000 Xxxxxxxxx Xxxx. 00xx Xxxxx Xxxxxxxx, XX 00000 Attention: XXXXXX XXXXX, President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a Business Day copy (which shall not constitute notice) to: Bryant, Odom, and transmission was made prior Xxxxxx LLC 0000 Xxx Xxxxxx Xxxxxxxxx Xxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If 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): ​ ​ (a) to the Company atBBC: Goodness Growth HoldingsBIG BAD CELLULAR COMPANY, Inc. 000 Xxxxx 0xx Xxxxxx XxxxxxxxxxxXxx Xxxxxxx Xxxx. Los Angeles, Xxxxxxxxx 00000 CA 90064 Attention:Xxxx X. Xxxxxxxx, Chief Executive Officer and Chairman E: Legal Department Telephone: (000) 000-mail:[REDACTED] ​ with 0000 Facsimile: (000) 000-0000 With a copy (which shall not constitute notice) to: DLA Piper (Canada) LLP 000 Xxxxx and Xxxxxx 0000 Xxxx Xxxxxxx Xxxxxx Xxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxxxxx Xxxx / Xxxxx Xxxxxxx E-mail:[REDACTED] and to: ​ DLA Piper LLP (US) 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention:Xxxxxxxxxxx Xxxxxxxx E-mail:[REDACTED] (b) to the Purchaser at: Verano Holdings Corp. 000 Xxxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx ArchosXxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to ZZZ: c/o UTEL, Chairman and Chief Executive Officer EInc. 00000 Xxxxxxxxx Xxxx. 00xx Xxxxx Xxxxxxxx, XX 00000 Attention: XXXXXX XXXXX, President Telephone: (000) 000-mail:[REDACTED] ​ with 0000 Facsimile: (000) 000-0000 With a copy (which shall not constitute notice) to: Dentons Canada LLP 00 Xxxx Xxxxxx BIG BAD CELLULAR COMPANY, Inc. 000 Xxx Xxxxxxx Xxxx. Los Angeles, Xxxxx 000 XxxxxxxCA 90064 Attention: Legal Department Telephone: (000) 000-Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxx Xxxxxx / Xxxx Xxxxxx E0000 Facsimile: (000) 000-mail:[REDACTED] Rejection 0000 or to such other refusal address or addresses as may hereafter be specified by notice given by any of the above to accept, or inability to deliver because of changed address of which no Notice was given, the others. Notices given by United States certified mail as aforesaid shall be deemed to effective on the third (3rd) business day following the day on which they were deposited in the mail. Notices delivered in person shall be receipt of the Notice as of the date of such rejectioneffective upon delivery. Notices given by facsimile shall be effective when transmitted, refusal or inability to deliver. Sending provided facsimile notice is confirmed by telephone and is transmitted on 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 Partybusiness day during regular business hours.

3Notices. Any noticeAll notices, direction consents and other communications that are required or other communication may be given pursuant to the terms of this Agreement (each a “Notice”) must shall be in writing, sent by hand delivery, courier or email and is delivery shall be deemed sufficient and shall be deemed to be have been duly given and receivedas follows: (ia) on the actual date of service if delivered personally; (b) at the time of receipt of confirmation by the transmitting Party if by facsimile transmission (provided that no delivery failure message is received by hand or courier the sender); (c) at the time of receipt if it given by electronic mail to the e-mail addresses set forth in this Section 9.3 (provided that no delivery failure message is a Business Day and received by the delivery was made prior to 4:00 p.m. (local time in the place of receiptsender), and otherwise on the next Business Day; or (iid) if sent by email on the date of transmission day after delivery to a nationally recognized overnight courier service during its business hours or the Express Mail service maintained by the United States Postal Service during its business hours for overnight delivery against receipt, and properly addressed as set forth in this Section 9.3: 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 DayIssuer, in each case to the Parties at the following addresses (or such other address for a Party as specified by like Notice): ​ ​ (a) to the Company atto: Goodness Growth HoldingsCNS Pharmaceuticals, Inc. 0000 Xxxx Xxxx Xxxxx, Xxxxx 000 Xxxxx 0xx Xxxxxx XxxxxxxxxxxHouston, Xxxxxxxxx 00000 Texas 77027 Attention:Xxxx X. Xxxxxxxx, Chief Executive Officer and Chairman : CEO Telephone No.: (000) 000-0000 E-mail:[REDACTED] ​ mail: Xxxxxxx@XXXXxxxxx.xxx with a copy (which copy shall not constitute notice hereunder) to: DLA Piper (Canada) ArentFox Schiff LLP 000 Xxxx Xxxxxx Xxxx0000 X Xxxxxx, Xxxxx 0000 XxxxxxxXX Xxxxxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxxxxx Xxxx / Xxxxx Xxxxxxx XX 00000 E-mail:[REDACTED] mail: xxxxx.xxxxx@xxxxxx.xxx Facsimile No.: (000) 000-0000 Attention: Cavas Xxxxx, Esq.; and if to Buyer, to: ​ DLA Piper LLP (US) Cortice Biosciences 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx42nd Floor New York, Xxx Xxxx 00000 NY 10105 Attn: Xxxxxxx Xxxxxx/Xxxxx Xxxxx Email: xxxxxxx@xxxxx.xxx Cc:xxxxxx@xxxxx.xxx With a copy (which copy shall not constitute notice hereunder) to: O’Melveny & Xxxxx LLP Two Embarcadero Center, 28th Floor San Francisco, CA 94111 Attention:Xxxxxxxxxxx : Xxxxx Xxxxxxxx E-mail:[REDACTED] (b) Email: xxxxxxxxx@xxx.xxx Any Party may change its address or other contact information for notice by giving notice to each other Party in accordance with the terms of this Section 9.3. In no event shall delivery to a copied Person alone constitute delivery to the Purchaser at: Verano Holdings Corp. 000 Xxxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx Archos, Chairman and Chief Executive Officer E-mail:[REDACTED] ​ with a copy to: Dentons Canada LLP 00 Xxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxxx-Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxx Xxxxxx / Xxxx Xxxxxx 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 Party represented by 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 Partycopied Person.

3Notices. Any noticeAll notices, direction or consents, waivers and other communication given pursuant to this Agreement (each a “Notice”) must communications hereunder shall be in writingwriting and shall be effective (a) upon receipt when sent through the mails, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, (b) upon receipt when sent by hand deliveryan overnight courier (costs prepaid and receipt requested), courier or email and is deemed to be given and received: (ic) on the date personally delivered to an authorized officer of delivery by hand or courier if it is a Business Day and the delivery was made prior party to 4:00 p.m. (local time in the place of receipt), and otherwise on the next Business Day; which sent or (iid) if sent by email on the date of transmitted by electronic transmission if it is with a Business Day and transmission was made prior to 5:00 p.m. (local time in the place confirmation of receipt) and otherwise on the next Business Day, in each case all cases, with a copy emailed to the Parties recipient at the following addresses (or such other address for a Party as specified by like Notice): ​ ​ (a) applicable address, addressed to the Company atrecipient as follows: Goodness Growth Holdings​ if to the Company, to: Rhythm Pharmaceuticals, Inc. 000 Xxxxxxxx Xx., 00xx Xxxxx 0xx Xxxxxx XxxxxxxxxxxXxxxxx, Xxxxxxxxx XX 00000 Attention:: Xxx Xxxxxxxx, Xxxxxx X. Xxxxx Email: [***] with a copy to (which shall not constitute notice): Xxxxxx & Xxxxxxx LLP 000 Xxxxxxxxxx Xxxxxx Suite 2000 San Francisco, CA 94111 Attention: Xxxx Xxxxxxxx Email: [***] ​ ​ if to the Investors, to: HealthCare Royalty Management, LLC on behalf of each entity constituting the Investor 000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Managing Partner Email: [***] with a copy (which shall not constitute notice) to: HealthCare Royalty Management, LLC on behalf of each entity constituting the Investor 000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Attention: Xxxx X. Xxxxxxxx Email: [***] with a copy (which shall not constitute notice) to: HealthCare Royalty Management, LLC on behalf of each entity constituting the Investor 000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, Chief Executive Officer and Chairman E-mail:[REDACTEDXX 00000 Attention: Xxx Xxxxxx, General Counsel Email: [***] ​ with a copy (which shall not constitute notice) to: DLA Piper (Canada) LLP 000 Xxxx Xxxxxx XxxxXxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxxxxx Xxxx / Xxxxx Xxxxxxx E-mail:[REDACTED] and to: ​ DLA Piper & Bockius LLP (US) 0000 Xxxxxx xx xxx Xxxxxxxx Xxx XxxxXxxxxx Xxxxxxxxxxxx, Xxx Xxxx 00000 Attention:Xxxxxxxxxxx Xxxxxxxx EXxxxxxxxxxxx 00000-mail:[REDACTED] (b) to the Purchaser at: Verano Holdings Corp. 000 Xxxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention0000 Attn: Xxxxxx Archos, Chairman X. Xxxxxxxxxx and Chief Executive Officer E-mail:[REDACTED] ​ with a copy to: Dentons Canada LLP 00 Xxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxxx-Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxx Xxxxxx / Xxxx Xxxxxx E-mail:[REDACTEDmail: [***] Rejection Each Party hereto may, by notice given in accordance herewith to the other Party hereto, designate any further or different address to which subsequent notices, consents, waivers and other refusal to accept, or inability to deliver because of changed address of which no Notice was given, communications 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 Partysent.

3Notices. Any notice, direction All notices and other communications required or other communication permitted to be given or made pursuant to this Agreement (each a “Notice”) must shall be in writing, sent writing signed by hand delivery, courier or email the sender and is shall be deemed to be duly given and received: (ia) on the date of delivery by hand or courier delivered, if it is a personally delivered, (b) on the Business Day and the delivery was made prior to 4:00 p.m. (local time in the place after being sent by Federal Express or another recognized overnight mail service which utilizes a written form of receipt), and otherwise on the receipt for next day or next Business Day; Day delivery, (c) three (3) Business Days after mailing, if mailed by U.S. postage-prepaid certified 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 Dayregistered mail, return receipt requested, in each case addressed to the Parties applicable Party at the following addresses address set forth below or (d) upon transmission if sent via e-mail, with an additional copy being sent promptly by Federal Express or such other another recognized overnight mail service which utilizes a written form of receipt for next day or next Business Day delivery; provided that a Party may change its address for a Party as specified receiving notice by like Notice): ​ ​ (a) the proper giving of notice hereunder: If to the Company atSeller, to: Goodness Growth HoldingsInsys Therapeutics, Inc. 000 Xxxxx 0xx 410 X. Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention:Xxxx X. Xxxxxxxx, Chief Executive Officer and Chairman E-mail:[REDACTED] ​ XZ 85224 Attention: General Counsel with a copy (which shall not constitute notice) to: DLA Piper (Canada) LLP 000 Xxxx Weil, Gotshal & Manxxx XXP 767 Xxxxx Xxxxxx Xxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxxxxx Xxxx / Xxxxx Xxxxxxx E-mail:[REDACTED] and to: ​ DLA Piper LLP (US) 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Xxtention: Frexxxxxx X. Xxxxx Xxnxx Xxxxxxxxx Xxail: Frexxxxxx.Xxxxx@xxxx.xxx Ronxx.Xxxxxxxxx@xxxx.xxx xf to Buyer, to: Renaissance Lakewood, LLC 1200 Xxxx Xxx Xxxx Xxxxxxxx, Xxx Xxxxxx 00000 Attention:Xxxxxxxxxxx Xxxxxxxx E-mail:[REDACTED] (b) to the Purchaser atXttention: Verano Holdings Corp. 000 Xxxxx Xxxxxxxx Serxx Xxxxxxx, Xhief Executive Officer Email: Serxx.Xxxxxxx@xxxxxxxx.xxx xnd Renaissance SSA, LLC 1720 Xxx Xxxxxx Xxxxxxxx, Xxx Xxxxxx 00000 Xttention: Robxxx Xxxxxx, 0xx Xhief Financial Officer Email: Robxxx.Xxxxxx@xxxxxxxx.xxx xith a copy (which shall not constitute notice) to: Dykxxx Xxsxxxx XXLC 10 Xxxxx XxxxxxxXxxxxx Xxxxx, Xxxxxxxx 00000 Suite 2300 Chicago, Illinois 60606 Attention: Xxxxxx Archos, Chairman and Chief Executive Officer E-mail:[REDACTED] ​ with a copy toJonxxxxxx Xxxxxxx Xmail: Dentons Canada LLP 00 Xxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxxx-Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxx Xxxxxx / Xxxx Xxxxxx 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.Jaberman@dykemacom

3Notices. Any notice, direction All notices and other communications required or other communication permitted to be given or made pursuant to this Agreement (each a “Notice”) must shall be in writing, sent writing signed by hand delivery, courier or email the sender and is shall be deemed to be duly given and received: (ia) on the date of delivery by hand or courier delivered, if it is a personally delivered, (b) on the Business Day and the delivery was made prior to 4:00 p.m. (local time in the place after being sent by Federal Express or another recognized overnight mail service which utilizes a written form of receipt), and otherwise on the receipt for next day or next Business Day; Day delivery, (c) three (3) Business Days after mailing, if mailed by U.S. postage-prepaid certified 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 Dayregistered mail, return receipt requested, in each case addressed to the Parties applicable party at the following addresses address set forth below or (d) upon transmission if sent via e-mail, with an additional copy being sent promptly by Federal Express or such other another recognized overnight mail service which utilizes a written form of receipt for next day or next Business Day delivery; provided that a party may change its address for a Party as specified receiving notice by like Notice): ​ ​ (a) the proper giving of notice hereunder: If to the Company atSeller, to: Goodness Growth HoldingsInsys Therapeutics, Inc. 000 Xxxxx 0xx 410 X. Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention:Xxxx X. Xaxx Xxxxxxxx, Chief Executive Officer and Chairman E-mail:[REDACTED] ​ AZ 85224 Attention: General Counsel with a copy (which shall not constitute notice) to: DLA Piper (Canada) LLP 000 Xxxx Weil, Gotshal & Maxxxx XLP 760 Xxxxx Xxxxxx Xxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxxxxx Xxxx / Xxxxx Xxxxxxx E-mail:[REDACTED] and to: ​ DLA Piper LLP (US) 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Xttention: Frxxxxxxx X. Xxxxx Xoxxx Xxxxxxxxx Xmail: Frxxxxxxx.Xxxxx@xxxx.xxx Roxxx.Xxxxxxxxx@xxxx.xxx if to Buyer, to: Pharmbio Korea, Inc. 36 Cheomdansaneop 9-xx, Xxxxxxxx-xxxxx Xxxxxxx-xx, Xxxxxxxxxxxxxx-xx, 00000 XXXXX Attention: Wan Ju Xxx Xxxx 00000 Attention:Xxxxxxxxxxx Xxxxxxxx E-mail:[REDACTED] mail: wax-xx.xxx@xxxxxxxx.xx.xx Telephone: +(b00) to 0 000 0000 Facsimile: +(00) 0 000 0000 with copies (which shall not constitute notice) to: Chxxxxx & Cuxxxx XLP 1270 Avenue of the Purchaser at: Verano Holdings Corp. 000 Amxxxxxx, 00xx Xxxxx Xxxxxxxx XxxxxxXxx Xxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 XX 00000-0000 Attention: Xxxxxx ArchosJoxx X. Xxxx, Chairman and Chief Executive Officer Esq. E-mail:[REDACTED] ​ with a copy tomail: Dentons Canada LLP joxxxxxx@xxxxxxx.xxx Telephone: (200) 000 0000 Facsimile: (200) 000 0000 - and – Lex & Ko Hajin Buxxxxxx 00 Xxxx Xxxxxx Xxxxxxxxxx-xx, Xxxx-xx Xxxxx 00000, Xxxxx 000 Xxxxxxx-Xxxxxxxx Xxxxxx XxxxxxxAttention: Byxxx Xwx Xxx, Xxxxxxx X0X 0X0 Attention:Xxx Xxxxxx / Xxxx Xxxxxx 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 PartyEsq.