Common use of The Mergers Clause in Contracts

The Mergers. (a) On the terms and subject to the conditions set forth in this Agreement: (i) On the Closing Date but prior to the Effective Time of any Company Merger, Merger Sub 1 will merge with and into Verano, and the separate corporate existence of Merger Sub 1 will cease and Verano will continue its existence under the DLLCA as the surviving entity in the Verano Merger; (ii) On the Closing Date after the effectiveness of the Verano Merger, Merger Sub 2 will merge with and into AME, and the separate corporate existence of Merger Sub 2 will cease and AME will continue its existence under the FRLLCA as the surviving entity in the AME Merger; (iii) On the Closing Date after the effectiveness of the AME Merger, Merger Sub 3 will merge with and into POR, and the separate corporate existence of Merger Sub 3 will cease and POR will continue its existence under the FRLLCA as the surviving entity in the POR Merger; and (iv) On the Closing Date after the effectiveness of the POR Merger, Merger Sub 4 will merge with and into RVC, and the separate corporate existence of Merger Sub 4 will cease and RVC will continue its existence under the FRLLCA as the surviving entity in the RVC Merger. As used in this Agreement, each of AME, POR and RVC may be referred to as the “Surviving Entity” as such Company continues its existence after giving effect to its respective Company Merger as set forth above. (b) Prior to the Closing Date, (i) each of the Canadian Members of AME set forth on Schedule 2.01(b) may, at their option, enter into exchange agreements with PubCo and AME pursuant to which such Canadian Members agree to exchange and transfer their Member Interests in AME, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet; and (ii) POR Holdings may, at its option, enter into an exchange agreement with PubCo and POR pursuant to which POR Holdings agrees to exchange and transfer its Member Interests in POR, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet. Such exchange agreements between PubCo and such Members (collectively, the “Exchange Agreements”) shall contain representations, warranties and covenants consistent with the scope and content of the applicable terms and conditions of this Agreement, and shall provide that the Member Interests being sold by a Member pursuant to an Exchange Agreement (the “Rolled Shares”) are being sold and exchanged in part in return for the issuance by PubCo of the Merger Consideration consisting of shares in the capital stock of PubCo (the “Rollover Securities”) and that, if desired by such Member who is a Canadian Member and if applicable, section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute shall apply to the exchange of such Rolled Shares for the Rollover Securities. Verano shall use commercially reasonable efforts to facilitate the timely preparation and execution of the Exchange Agreements and to cooperate with the parties thereto. The consummation of such equity exchanges and transfers pursuant to the Exchange Agreements (the “Exchanges”) must occur prior to the Effective Time of the AME Merger and the POR Merger, as applicable, otherwise such Exchange Agreements shall be null and void and the applicable Member Interests of AME shall be included in and be part of the AME Merger and the applicable Member Interests of POR shall be included in and be part of the POR Merger. No party to an Exchange Agreement may amend, modify or waive any provision thereof without the prior written consent of Verano, which consent shall not be unreasonably withheld, conditioned or delayed. At the request of each such Canadian Member entering into an Exchange Agreement that desires that section 85 of the ITA be so applicable, PubCo and such Canadian Member shall covenant and agree, as applicable, to execute and deliver in a timely manner an election and any amended election pursuant to section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute in respect of the transfers contemplated by the Exchange Agreement at such elected amount requested by such Canadian Member, subject to the limitations set forth in the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute, and to otherwise cooperate in such regard with the intention that the election will result in the disposition of such Rolled Shares on a wholly or partially tax-deferred basis to such Canadian Member. (c) The consideration to be paid for all of the Member Interests to be acquired pursuant to the Company Mergers and the Exchanges shall consist of an aggregate amount equal to (the “Merger Consideration”): (i) $35,000,000 in cash (the “Cash Consideration”); and (ii) the number of proportionate voting shares of PubCo, on an as-converted to subordinate voting share basis, and subordinate voting shares of PubCo (in such proportions as provided for herein and as set forth on the Consideration Spreadsheet) having an aggregate dollar value equal to (such aggregate dollar value of PubCo shares, the “Share Consideration”): (1) the difference between (A) the quotient of the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price) divided by 0.770495, minus (B) the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price), (2) plus (in the case of an excess) or minus (in the case of a deficiency) the aggregate amount of the Working Capital Adjustments for all Companies, (3) minus (in the case of a positive amount) or plus (in the case of a negative amount ) the aggregate amount of Closing Net Indebtedness for all Companies, (4) minus the aggregate amount of Transaction Expenses for all Companies. (d) The Share Consideration shall be comprised of an aggregate number of PubCo shares (on an as-converted to subordinate voting share basis) equal to the quotient of (i) the Share Consideration, divided by (ii) the Listing Price. Such shares of PubCo comprising the Share Consideration shall consist of both proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares, each in such class amounts as are in parity with the proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares of PubCo that are issued in the Verano Merger. The shares of PubCo to be issued in consideration of the Broker Fees shall be issued to the Persons set forth on Schedule 3.09 and shall reduce the amount of shares of PubCo comprising the Share Consideration otherwise issuable in the Company Mergers and the Exchange, and will be reflected on the Consideration Spreadsheet. Such shares of PubCo issued in satisfaction of the Broker Fee shall not be deemed part of the Share Consideration issued in the Company Mergers or the Exchanges. (e) All payments of the Cash Consideration shall be made by wire transfer of immediately available funds to the Exchange Agent, for distribution in accordance with the Consideration Spreadsheet, as follows: (i) $20,000,000 of the Cash Consideration shall be payable on the Closing Date; (ii) $10,000,000 of the Cash Consideration shall be payable on the six-month anniversary of the Closing Date; and (iii) $5,000,000 of the Cash Consideration shall be payable on the 12-month anniversary of the Closing Date (each such six-month and 12-month anniversary date, a “Payment Due Date”). (f) At the Closing, Verano shall cause PubCo to issue to each Member entitled to receive Cash Consideration an unsecured, interest free, convertible promissory note with a principal amount equal to the portion of the Cash Consideration payable to such Member after the Closing, which shall be payable on the Payment Due Dates in the proportionate amounts set forth on Schedule 2.08(b) (each, a “Convertible Note”). Each Convertible Note shall provide that, at the option of the holder thereof, if all or any portion of the principal amount thereof that is due on a Payment Due Date is not timely paid, then such past due principal amount may be converted into subordinate voting shares and proportionate voting shares, based on an as-converted basis to subordinate voting shares, in the same proportion as the subordinate voting shares and proportionate voting shares of PubCo issued to Members at the Closing as set forth in the Consideration Spreadsheet; provided that the holder of the Convertible Note must exercise such conversion option in writing as provided in the Convertible Note no later than three Business Days after the applicable Payment Due Date. The number of shares issued upon conversion of such unpaid principal amount of a Convertible Note shall be based on the closing price of the subordinate voting shares of PubCo at the close of trading on the CSE on the trading day immediately preceding the date of the share issuances, which share issuances shall occur within three Business Days after receipt of such conversion notice. At the time of the conversion exercise, the holder must deliver a Lock-Up Acknowledgment with respect to such proportionate voting shares and subordinate voting shares issued pursuant to its Convertible Note. (g) The parties hereto acknowledge and agree that, in accordance with the Plan of Arrangement, all of the shares of capital stock of PubCo, including those issued to Members in the Company Mergers and to Members in the Exchanges as set forth on Schedule 2.08(b), shall be exchanged for the same number and class of shares of capital stock of the Resulting Issuer. For purposes of this Agreement, references to PubCo in the context of any point in time following the completion of the amalgamation of PubCo with BC Newco pursuant to the Arrangement and effectiveness of the Combination shall be deemed to refer to the Resulting Issuer.

The Mergers. (a) On the terms and subject to the conditions set forth in this Agreement: , and in accordance with the Delaware General Corporation Law (i) On the Closing Date but prior to “DGCL”), at the Effective Time of any Company MergerTime, (a) Merger Sub 1 will merge with and into VeranoCompany, and (b) the separate corporate existence of Merger Sub 1 will cease and Verano Company will continue its corporate existence under the DLLCA DGCL as the surviving entity corporation in the Verano Merger (sometimes referred to herein as the “Initial Surviving Corporation”). As a result of the Merger;, the Initial Surviving Corporation shall become a wholly-owned Subsidiary of Parent. (iib) On Immediately following the Closing Date after the effectiveness consummation of the Verano Merger, Merger Sub 2 upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL and the Delaware Limited Liability Company Act (the “DLLCA”), the Initial Surviving Corporation will merge be merged with and into AMESecond Merger Sub pursuant to the Second Certificate of Merger (as defined in Section 1.2). Upon consummation of the Second Merger, and the separate corporate existence of Merger Sub 2 the Initial Surviving Corporation will cease and AME will Second Merger Sub shall continue its existence under the FRLLCA as the surviving entity in the AME Merger; company (iii) On the Closing Date after the effectiveness of the AME Merger, Merger Sub 3 will merge with and into POR, and the separate corporate existence of Merger Sub 3 will cease and POR will continue its existence under the FRLLCA as the surviving entity in the POR Merger; and (iv) On the Closing Date after the effectiveness of the POR Merger, Merger Sub 4 will merge with and into RVC, and the separate corporate existence of Merger Sub 4 will cease and RVC will continue its existence under the FRLLCA as the surviving entity in the RVC Merger. As used in this Agreement, each of AME, POR and RVC may be referred to as the “Surviving Entity” as such Company continues its existence after giving effect to its respective Company Merger as set forth above. (b) Prior to the Closing Date, (i) each of the Canadian Members of AME set forth on Schedule 2.01(b) may, at their option, enter into exchange agreements with PubCo and AME pursuant to which such Canadian Members agree to exchange and transfer their Member Interests in AME, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet; and (ii) POR Holdings may, at its option, enter into an exchange agreement with PubCo and POR pursuant to which POR Holdings agrees to exchange and transfer its Member Interests in POR, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet. Such exchange agreements between PubCo and such Members (collectively, the “Exchange AgreementsCompany”) shall contain representations, warranties and covenants consistent with the scope and content of the applicable terms and conditions of this Agreement, and shall provide that the Member Interests being sold by a Member pursuant to an Exchange Agreement (the “Rolled Shares”) are being sold and exchanged in part in return for the issuance by PubCo of the Merger Consideration consisting of shares in the capital stock of PubCo (the “Rollover Securities”) and that, if desired by such Member who is a Canadian Member and if applicable, section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute shall apply to the exchange of such Rolled Shares for the Rollover Securities. Verano shall use commercially reasonable efforts to facilitate the timely preparation and execution of the Exchange Agreements and to cooperate with the parties thereto. The consummation of such equity exchanges and transfers pursuant to the Exchange Agreements (the “Exchanges”) must occur prior to the Effective Time of the AME Merger and the POR Merger, as applicable, otherwise such Exchange Agreements shall be null and void and the applicable Member Interests of AME shall be included in and be part of the AME Merger and the applicable Member Interests of POR shall be included in and be part of the POR Merger. No party to an Exchange Agreement may amend, modify or waive any provision thereof without the prior written consent of Verano, which consent shall not be unreasonably withheld, conditioned or delayed. At the request of each such Canadian Member entering into an Exchange Agreement that desires that section 85 of the ITA be so applicable, PubCo and such Canadian Member shall covenant and agree, as applicable, to execute and deliver in a timely manner an election and any amended election pursuant to section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute in respect of the transfers contemplated by the Exchange Agreement at such elected amount requested by such Canadian Member, subject to the limitations set forth in the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute, and to otherwise cooperate in such regard with the intention that the election will result in the disposition of such Rolled Shares on a wholly or partially tax-deferred basis to such Canadian Member). (c) The consideration to be paid for all At the Effective Time (as defined below), the effect of the Member Interests to be acquired pursuant to the Company Mergers and the Exchanges shall consist of an aggregate amount equal to (the “Merger Consideration”): (i) $35,000,000 in cash (the “Cash Consideration”); and (ii) the number of proportionate voting shares of PubCo, on an as-converted to subordinate voting share basis, and subordinate voting shares of PubCo (in such proportions as provided for herein and as set forth on the Consideration Spreadsheet) having an aggregate dollar value equal to (such aggregate dollar value of PubCo shares, the “Share Consideration”): (1) the difference between (A) the quotient of the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price) divided by 0.770495, minus (B) the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price), (2) plus (in the case of an excess) or minus (in the case of a deficiency) the aggregate amount of the Working Capital Adjustments for all Companies, (3) minus (in the case of a positive amount) or plus (in the case of a negative amount ) the aggregate amount of Closing Net Indebtedness for all Companies, (4) minus the aggregate amount of Transaction Expenses for all Companies. (d) The Share Consideration shall be comprised of an aggregate number of PubCo shares (on an as-converted to subordinate voting share basis) equal to the quotient of (i) the Share Consideration, divided by (ii) the Listing Price. Such shares of PubCo comprising the Share Consideration shall consist of both proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares, each in such class amounts as are in parity with the proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares of PubCo that are issued in the Verano Merger. The shares of PubCo to be issued in consideration of the Broker Fees shall be issued to the Persons set forth on Schedule 3.09 and shall reduce the amount of shares of PubCo comprising the Share Consideration otherwise issuable in the Company Mergers and the Exchange, and will be reflected on the Consideration Spreadsheet. Such shares of PubCo issued in satisfaction of the Broker Fee shall not be deemed part of the Share Consideration issued in the Company Mergers or the Exchanges. (e) All payments of the Cash Consideration shall be made by wire transfer of immediately available funds to the Exchange Agent, for distribution in accordance with the Consideration Spreadsheet, as follows: (i) $20,000,000 of the Cash Consideration shall be payable on the Closing Date; (ii) $10,000,000 of the Cash Consideration shall be payable on the six-month anniversary of the Closing Date; and (iii) $5,000,000 of the Cash Consideration shall be payable on the 12-month anniversary of the Closing Date (each such six-month and 12-month anniversary date, a “Payment Due Date”). (f) At the Closing, Verano shall cause PubCo to issue to each Member entitled to receive Cash Consideration an unsecured, interest free, convertible promissory note with a principal amount equal to the portion of the Cash Consideration payable to such Member after the Closing, which shall be payable on the Payment Due Dates in the proportionate amounts set forth on Schedule 2.08(b) (each, a “Convertible Note”). Each Convertible Note shall provide that, at the option of the holder thereof, if all or any portion of the principal amount thereof that is due on a Payment Due Date is not timely paid, then such past due principal amount may be converted into subordinate voting shares and proportionate voting shares, based on an as-converted basis to subordinate voting shares, in the same proportion as the subordinate voting shares and proportionate voting shares of PubCo issued to Members at the Closing as set forth in the Consideration Spreadsheet; provided that the holder of the Convertible Note must exercise such conversion option in writing as provided in this Agreement and the Convertible Note no later than three Business Days after Certificates of Merger (as defined below) and as provided by the applicable Payment Due Date. The number of shares issued upon conversion of such unpaid principal amount of a Convertible Note shall be based on the closing price provisions of the subordinate voting shares of PubCo at DGCL and DLLCA. Without limiting the close of trading on the CSE on the trading day immediately preceding the date generality of the share issuancesforegoing, which share issuances shall occur within three Business Days after receipt of such conversion notice. At and subject thereto, upon the time consummation of the conversion exercise, the holder must deliver a Lock-Up Acknowledgment with respect to such proportionate voting shares and subordinate voting shares issued pursuant to its Convertible Note. (g) The parties hereto acknowledge and agree that, in accordance with the Plan of ArrangementMerger, all the property, rights, privileges and powers of Company and the Merger Sub shall vest in the Initial Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of those corporations shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the shares Initial Surviving Corporation, all as provided under the DGCL, and then upon the consummation of capital stock the Second Merger, all the property, rights, privileges and powers of PubCo, including those issued to Members the Initial Surviving Corporation shall vest in the Company Mergers Surviving Company, and to Members in all debts, liabilities, obligations, restrictions, disabilities and duties of each of those corporations shall become the Exchanges as set forth on Schedule 2.08(b)debts, shall be exchanged for the same number liabilities, obligations, restrictions, disabilities and class of shares of capital stock duties of the Resulting Issuer. For purposes of this AgreementSurviving Company, references to PubCo in all as provided under the context of any point in time following the completion of the amalgamation of PubCo with BC Newco pursuant to the Arrangement and effectiveness of the Combination shall be deemed to refer to the Resulting IssuerDLLCA.

The Mergers. (a) On Upon the terms and subject to the conditions set forth in of this Agreement: (i) On , at the Closing Date but prior Effective Time, Westway Terminal shall, pursuant to the Effective Time provisions of any the Delaware Limited Liability Company MergerAct (as amended from time to time, Merger Sub 1 will merge the “DLLCA”) and the General Corporation Law of the State of Delaware (as amended from time to time, the “DGCL”), be merged with and into Verano, Terminal Merger Sub and the separate corporate existence of Westway Terminal shall thereupon cease in accordance with the provisions of the DLLCA and the DGCL. Terminal Merger Sub 1 will cease and Verano will continue its existence under the DLLCA as shall be the surviving entity in the Verano Terminal Merger and shall continue to exist as a wholly owned Subsidiary of Parent with all of its rights, privileges, powers and franchises continuing unaffected by the Terminal Merger;. The Terminal Merger shall have the effects specified in the DLLCA and the DGCL. From and after the Effective Time, Terminal Merger Sub is sometimes referred to herein as the “Terminal Surviving LLC.” (iib) On Upon the Closing Date after terms and subject to the effectiveness conditions of this Agreement, at the Effective Time, Westway Feed shall, pursuant to the provisions of the Verano MergerDLLCA and the DGCL, Merger Sub 2 will merge be merged with and into AME, Feed Merger Sub and the separate corporate existence of Westway Feed shall thereupon cease in accordance with the provisions of the DLLCA and the DGCL. Feed Merger Sub 2 will cease and AME will continue its existence under the FRLLCA as shall be the surviving entity in the AME Feed Merger and shall continue to exist as a wholly owned Subsidiary of Parent with all of its rights, privileges, powers and franchises continuing unaffected by the Feed Merger; (iii) On . The Feed Merger shall have the Closing Date effects specified in the DLLCA and the DGCL. From and after the effectiveness of the AME MergerEffective Time, Feed Merger Sub 3 will merge with and into POR, and the separate corporate existence of Merger Sub 3 will cease and POR will continue its existence under the FRLLCA as the surviving entity in the POR Merger; and (iv) On the Closing Date after the effectiveness of the POR Merger, Merger Sub 4 will merge with and into RVC, and the separate corporate existence of Merger Sub 4 will cease and RVC will continue its existence under the FRLLCA as the surviving entity in the RVC Merger. As used in this Agreement, each of AME, POR and RVC may be is sometimes referred to herein as the “Feed Surviving EntityLLC,” as such Company continues its existence after giving effect to its respective Company Merger as set forth above. (b) Prior to the Closing Date, (i) each of the Canadian Members of AME set forth on Schedule 2.01(b) may, at their option, enter into exchange agreements and collectively with PubCo and AME pursuant to which such Canadian Members agree to exchange and transfer their Member Interests in AME, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet; and (ii) POR Holdings may, at its option, enter into an exchange agreement with PubCo and POR pursuant to which POR Holdings agrees to exchange and transfer its Member Interests in POR, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet. Such exchange agreements between PubCo and such Members (collectivelyTerminal Surviving LLC, the “Exchange AgreementsSurviving LLCs.”) shall contain representations, warranties and covenants consistent with the scope and content of the applicable terms and conditions of this Agreement, and shall provide that the Member Interests being sold by a Member pursuant to an Exchange Agreement (the “Rolled Shares”) are being sold and exchanged in part in return for the issuance by PubCo of the Merger Consideration consisting of shares in the capital stock of PubCo (the “Rollover Securities”) and that, if desired by such Member who is a Canadian Member and if applicable, section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute shall apply to the exchange of such Rolled Shares for the Rollover Securities. Verano shall use commercially reasonable efforts to facilitate the timely preparation and execution of the Exchange Agreements and to cooperate with the parties thereto. The consummation of such equity exchanges and transfers pursuant to the Exchange Agreements (the “Exchanges”) must occur prior to the Effective Time of the AME Merger and the POR Merger, as applicable, otherwise such Exchange Agreements shall be null and void and the applicable Member Interests of AME shall be included in and be part of the AME Merger and the applicable Member Interests of POR shall be included in and be part of the POR Merger. No party to an Exchange Agreement may amend, modify or waive any provision thereof without the prior written consent of Verano, which consent shall not be unreasonably withheld, conditioned or delayed. At the request of each such Canadian Member entering into an Exchange Agreement that desires that section 85 of the ITA be so applicable, PubCo and such Canadian Member shall covenant and agree, as applicable, to execute and deliver in a timely manner an election and any amended election pursuant to section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute in respect of the transfers contemplated by the Exchange Agreement at such elected amount requested by such Canadian Member, subject to the limitations set forth in the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute, and to otherwise cooperate in such regard with the intention that the election will result in the disposition of such Rolled Shares on a wholly or partially tax-deferred basis to such Canadian Member. (c) The consideration to be paid for all of the Member Interests to be acquired pursuant to the Company Mergers and the Exchanges shall consist of an aggregate amount equal to (the “Merger Consideration”): (i) $35,000,000 in cash (the “Cash Consideration”); and (ii) the number of proportionate voting shares of PubCo, on an as-converted to subordinate voting share basis, and subordinate voting shares of PubCo (in such proportions as provided for herein and as set forth on the Consideration Spreadsheet) having an aggregate dollar value equal to (such aggregate dollar value of PubCo shares, the “Share Consideration”): (1) the difference between (A) the quotient of the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price) divided by 0.770495, minus (B) the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price), (2) plus (in the case of an excess) or minus (in the case of a deficiency) the aggregate amount of the Working Capital Adjustments for all Companies, (3) minus (in the case of a positive amount) or plus (in the case of a negative amount ) the aggregate amount of Closing Net Indebtedness for all Companies, (4) minus the aggregate amount of Transaction Expenses for all Companies. (d) The Share Consideration shall be comprised of an aggregate number of PubCo shares (on an as-converted to subordinate voting share basis) equal to the quotient of (i) the Share Consideration, divided by (ii) the Listing Price. Such shares of PubCo comprising the Share Consideration shall consist of both proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares, each in such class amounts as are in parity with the proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares of PubCo that are issued in the Verano Merger. The shares of PubCo to be issued in consideration of the Broker Fees shall be issued to the Persons set forth on Schedule 3.09 and shall reduce the amount of shares of PubCo comprising the Share Consideration otherwise issuable in the Company Mergers and the Exchange, and will be reflected on the Consideration Spreadsheet. Such shares of PubCo issued in satisfaction of the Broker Fee shall not be deemed part of the Share Consideration issued in the Company Mergers or the Exchanges. (e) All payments of the Cash Consideration shall be made by wire transfer of immediately available funds to the Exchange Agent, for distribution in accordance with the Consideration Spreadsheet, as follows: (i) $20,000,000 of the Cash Consideration shall be payable on the Closing Date; (ii) $10,000,000 of the Cash Consideration shall be payable on the six-month anniversary of the Closing Date; and (iii) $5,000,000 of the Cash Consideration shall be payable on the 12-month anniversary of the Closing Date (each such six-month and 12-month anniversary date, a “Payment Due Date”). (f) At the Closing, Verano shall cause PubCo to issue to each Member entitled to receive Cash Consideration an unsecured, interest free, convertible promissory note with a principal amount equal to the portion of the Cash Consideration payable to such Member after the Closing, which shall be payable on the Payment Due Dates in the proportionate amounts set forth on Schedule 2.08(b) (each, a “Convertible Note”). Each Convertible Note shall provide that, at the option of the holder thereof, if all or any portion of the principal amount thereof that is due on a Payment Due Date is not timely paid, then such past due principal amount may be converted into subordinate voting shares and proportionate voting shares, based on an as-converted basis to subordinate voting shares, in the same proportion as the subordinate voting shares and proportionate voting shares of PubCo issued to Members at the Closing as set forth in the Consideration Spreadsheet; provided that the holder of the Convertible Note must exercise such conversion option in writing as provided in the Convertible Note no later than three Business Days after the applicable Payment Due Date. The number of shares issued upon conversion of such unpaid principal amount of a Convertible Note shall be based on the closing price of the subordinate voting shares of PubCo at the close of trading on the CSE on the trading day immediately preceding the date of the share issuances, which share issuances shall occur within three Business Days after receipt of such conversion notice. At the time of the conversion exercise, the holder must deliver a Lock-Up Acknowledgment with respect to such proportionate voting shares and subordinate voting shares issued pursuant to its Convertible Note. (g) The parties hereto acknowledge and agree that, in accordance with the Plan of Arrangement, all of the shares of capital stock of PubCo, including those issued to Members in the Company Mergers and to Members in the Exchanges as set forth on Schedule 2.08(b), shall be exchanged for the same number and class of shares of capital stock of the Resulting Issuer. For purposes of this Agreement, references to PubCo in the context of any point in time following the completion of the amalgamation of PubCo with BC Newco pursuant to the Arrangement and effectiveness of the Combination shall be deemed to refer to the Resulting Issuer.

The Mergers. (a) On Upon the terms and subject to the conditions set forth in this Agreement: (i) On , and in accordance with the Closing Date but prior to DGCL, at the First Effective Time of any Company MergerTime, Merger Sub 1 and the Company shall consummate the First Merger, pursuant to which Merger Sub 1 will merge be merged with and into Veranothe Company. As a result of the First Merger, and the separate corporate existence of Merger Sub 1 will cease cease, and Verano the Company will continue its existence under the DLLCA as the surviving entity corporation of the First Merger (the “Surviving Corporation”). The First Merger will have the effects set forth in the Verano Merger;applicable provisions of the DGCL. Without limiting the generality of the foregoing, at the First Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub 1 will vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub 1 will become the debts, liabilities and duties of the Surviving Corporation. (iib) On Upon the Closing Date after terms and subject to the effectiveness of conditions set forth in this Agreement, and in accordance with the Verano MergerDGCL and NLLCA, at the Second Effective Time, Merger Sub 2 will merge and the Surviving Corporation shall consummate the Second Merger, pursuant to which the Surviving Corporation shall be merged with and into AMEMerger Sub 2. As a result of the Second Merger, and the separate corporate existence of the Surviving Corporation will cease, and Merger Sub 2 shall continue as the Surviving Entity (provided that references herein to the Company or the Surviving Corporation in respect of periods after the Second Effective Time shall include the Surviving Entity). The Second Merger will have the effects set forth in the applicable provisions of the DGCL and NLLCA. Without limiting the generality of the foregoing, at the Second Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Surviving Corporation and Merger Sub 2 will cease and AME will continue its existence under the FRLLCA as the surviving entity vest in the AME Merger; (iii) On the Closing Date after the effectiveness Surviving Entity, and all of the AME Mergerdebts, liabilities and duties of the Surviving Corporation and Merger Sub 3 2 will merge with become the debts, liabilities and into POR, and the separate corporate existence of Merger Sub 3 will cease and POR will continue its existence under the FRLLCA as the surviving entity in the POR Merger; and (iv) On the Closing Date after the effectiveness duties of the POR Merger, Merger Sub 4 will merge with and into RVC, and the separate corporate existence of Merger Sub 4 will cease and RVC will continue its existence under the FRLLCA as the surviving entity in the RVC Merger. As used in this Agreement, each of AME, POR and RVC may be referred to as the “Surviving Entity” as such Company continues its existence after giving effect to its respective Company Merger as set forth above. (b) Prior to the Closing Date, (i) each of the Canadian Members of AME set forth on Schedule 2.01(b) may, at their option, enter into exchange agreements with PubCo and AME pursuant to which such Canadian Members agree to exchange and transfer their Member Interests in AME, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet; and (ii) POR Holdings may, at its option, enter into an exchange agreement with PubCo and POR pursuant to which POR Holdings agrees to exchange and transfer its Member Interests in POR, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet. Such exchange agreements between PubCo and such Members (collectively, the “Exchange Agreements”) shall contain representations, warranties and covenants consistent with the scope and content of the applicable terms and conditions of this Agreement, and shall provide that the Member Interests being sold by a Member pursuant to an Exchange Agreement (the “Rolled Shares”) are being sold and exchanged in part in return for the issuance by PubCo of the Merger Consideration consisting of shares in the capital stock of PubCo (the “Rollover Securities”) and that, if desired by such Member who is a Canadian Member and if applicable, section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute shall apply to the exchange of such Rolled Shares for the Rollover Securities. Verano shall use commercially reasonable efforts to facilitate the timely preparation and execution of the Exchange Agreements and to cooperate with the parties thereto. The consummation of such equity exchanges and transfers pursuant to the Exchange Agreements (the “Exchanges”) must occur prior to the Effective Time of the AME Merger and the POR Merger, as applicable, otherwise such Exchange Agreements shall be null and void and the applicable Member Interests of AME shall be included in and be part of the AME Merger and the applicable Member Interests of POR shall be included in and be part of the POR Merger. No party to an Exchange Agreement may amend, modify or waive any provision thereof without the prior written consent of Verano, which consent shall not be unreasonably withheld, conditioned or delayed. At the request of each such Canadian Member entering into an Exchange Agreement that desires that section 85 of the ITA be so applicable, PubCo and such Canadian Member shall covenant and agree, as applicable, to execute and deliver in a timely manner an election and any amended election pursuant to section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute in respect of the transfers contemplated by the Exchange Agreement at such elected amount requested by such Canadian Member, subject to the limitations set forth in the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute, and to otherwise cooperate in such regard with the intention that the election will result in the disposition of such Rolled Shares on a wholly or partially tax-deferred basis to such Canadian Member. (c) The consideration to be paid for all of At the Member Interests to be acquired pursuant to the Company Mergers and the Exchanges shall consist of an aggregate amount equal to (the “Merger Consideration”): First Effective Time, (i) $35,000,000 the certificate of incorporation of the Surviving Corporation will, by virtue of the First Merger, be amended and restated so as to be the same as the certificate of incorporation of Merger Sub 1 in cash effect immediately prior to the First Effective Time (except that the name of the Surviving Corporation shall be “Cash ConsiderationSun Country Airlines Holdings, Inc.”); and , until thereafter amended as provided therein or by applicable Law, and (ii) the number bylaws of proportionate voting shares the Surviving Corporation will, by virtue of PubCothe First Merger, on an as-converted be amended and restated as of the First Effective Time to subordinate voting share basisread as the bylaws of Merger Sub 1 as in effect immediately prior to the First Effective Time (except that the name of the Surviving Corporation shall be “Sun Country Airlines Holdings, and subordinate voting shares of PubCo (in such proportions Inc.”), until thereafter amended as provided for herein and as set forth on the Consideration Spreadsheet) having an aggregate dollar value equal to (such aggregate dollar value of PubCo shares, the “Share Consideration”): (1) the difference between (A) the quotient of the value of the Verano Merger Shares (calculated therein or by multiplying the number of such shares by the Listing Price) divided by 0.770495, minus (B) the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price), (2) plus (in the case of an excess) or minus (in the case of a deficiency) the aggregate amount of the Working Capital Adjustments for all Companies, (3) minus (in the case of a positive amount) or plus (in the case of a negative amount ) the aggregate amount of Closing Net Indebtedness for all Companies, (4) minus the aggregate amount of Transaction Expenses for all Companiesapplicable Law. (d) The Share Consideration shall be comprised of an aggregate number of PubCo shares (on an as-converted to subordinate voting share basis) equal to At the quotient of Second Effective Time, (i) the Share Considerationarticles of organization of Merger Sub 2 as in effect immediately prior to the Second Effective Time will, divided by virtue of the Second Merger, be the articles of organization of the Surviving Entity, until thereafter amended as provided therein or by applicable Law and (ii) the Listing Price. Such shares operating agreement of PubCo comprising Merger Sub 2 as in effect immediately prior to the Share Consideration shall consist of both proportionate voting sharesSecond Effective Time will, calculated on an as converted to subordinate voting share basis, and subordinate voting shares, each in such class amounts as are in parity with the proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares of PubCo that are issued in the Verano Merger. The shares of PubCo to be issued in consideration by virtue of the Broker Fees Second Merger, be the operating agreement of the Surviving Entity (except that the name of the Surviving Entity shall be issued to the Persons set forth on Schedule 3.09 and shall reduce the amount of shares of PubCo comprising the Share Consideration otherwise issuable in the Company Mergers and the Exchange“Sun Country Airlines Holdings, and will be reflected on the Consideration Spreadsheet. Such shares of PubCo issued in satisfaction of the Broker Fee shall not be deemed part of the Share Consideration issued in the Company Mergers LLC”), until thereafter amended as provided therein or the Exchangesby applicable Law. (e) All payments Unless otherwise determined by Parent, at the First Effective Time, (i) the directors of Merger Sub 1 immediately prior to the First Effective Time shall, from and after the First Effective Time until the Second Effective Time, be the directors of the Cash Consideration shall be made by wire transfer of immediately available funds Surviving Corporation, each to the Exchange Agent, for distribution hold office in accordance with the Consideration Spreadsheet, as follows: (i) $20,000,000 certificate of incorporation and bylaws of the Cash Consideration shall be payable on Surviving Corporation until their respective successors have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Closing Date; certificate of incorporation and bylaws of the Surviving Corporation and (ii) $10,000,000 the officers of Merger Sub 1 immediately prior to the First Effective Time, shall, from and after the First Effective Time until the Second Effective Time, be the officers of the Cash Consideration shall be payable on Surviving Corporation, each to hold the six-month anniversary same office with the Surviving Corporation as such officer held with Merger Sub 1 immediately prior to the First Effective Time in accordance with the certificate of incorporation and bylaws of the Closing Date; and (iii) $5,000,000 Surviving Corporation until their respective successors have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Cash Consideration shall be payable on the 12-month anniversary of the Closing Date (each such six-month and 12-month anniversary date, a “Payment Due Date”)Surviving Corporation. (f) At the Closing, Verano shall cause PubCo to issue to each Member entitled to receive Cash Consideration an unsecured, interest free, convertible promissory note with a principal amount equal to the portion of the Cash Consideration payable to such Member after the Closing, which shall be payable on the Payment Due Dates in the proportionate amounts set forth on Schedule 2.08(b) (each, a “Convertible Note”). Each Convertible Note shall provide thatUnless otherwise determined by ▇▇▇▇▇▇, at the option Second Effective Time, the managers and officers of Merger Sub 2 immediately prior to the Second Effective Time shall, from and after the Second Effective Time, be the managers and officers of the holder thereofSurviving Entity, if all or any portion each to hold office in accordance with the articles of organization and operating agreement of the principal amount thereof that is due on a Payment Due Date is not timely paidSurviving Entity until their respective successors have been duly elected, then such past due principal amount may be converted into subordinate voting shares designated or qualified, or until their earlier death, resignation or removal in accordance with the articles of organization and proportionate voting shares, based on an as-converted basis to subordinate voting shares, in the same proportion as the subordinate voting shares and proportionate voting shares of PubCo issued to Members at the Closing as set forth in the Consideration Spreadsheet; provided that the holder operating agreement of the Convertible Note must exercise such conversion option in writing as provided in the Convertible Note no later than three Business Days after the applicable Payment Due Date. The number of shares issued upon conversion of such unpaid principal amount of a Convertible Note shall be based on the closing price of the subordinate voting shares of PubCo at the close of trading on the CSE on the trading day immediately preceding the date of the share issuances, which share issuances shall occur within three Business Days after receipt of such conversion notice. At the time of the conversion exercise, the holder must deliver a Lock-Up Acknowledgment with respect to such proportionate voting shares and subordinate voting shares issued pursuant to its Convertible NoteSurviving Entity. (g) The parties hereto acknowledge and agree thatIf at any time after the First Effective Time, the Surviving Corporation determines, in accordance with its sole discretion, or is advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Plan of ArrangementSurviving Corporation its right, all title or interest in, to or under any of the shares rights, properties or assets of capital stock either of PubCo, including those issued to Members in the Company Mergers and or Merger Sub 1 acquired or to Members be acquired by the Surviving Corporation as a result of, or in connection with, the Exchanges as set forth on Schedule 2.08(b), shall be exchanged for the same number and class of shares of capital stock of the Resulting Issuer. For purposes of First Merger or otherwise to carry out this Agreement, references then the officers and directors of the Surviving Corporation shall be authorized to PubCo execute and deliver, in the context name and on behalf of either the Company or Merger Sub 1, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any point and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement. (h) If at any time following after the completion Second Effective Time, the Surviving Entity determines, in its sole discretion, or is advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Entity its right, title or interest in, to or under any of the amalgamation rights, properties or assets of PubCo with BC Newco pursuant to the Arrangement and effectiveness either of the Combination Company or Merger Sub 2 acquired or to be acquired by the Surviving Entity as a result of, or in connection with, the Second Merger or otherwise to carry out this Agreement, then the officers and managers of the Surviving Entity shall be deemed authorized to refer execute and deliver, in the name and on behalf of either the Company or Merger Sub 2, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the Resulting Issuername and on behalf of each of such entities or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Entity or otherwise to carry out this Agreement.

The Mergers. (a) On Upon the terms and subject to the conditions set forth in this Agreement: (i) On , at the Closing Date but prior to the First Effective Time of any Company MergerTime, Acquiror shall be merged with and into Merger Sub 1 will merge (the “First Merger”), with Acquiror being the surviving corporation (which is sometimes hereinafter referred to for the periods at and into Veranoafter the First Effective Time as the “Surviving Corporation”) following the First Merger and shall continue its corporate existence under the CLCI as a wholly owned subsidiary of PubCo, and the separate corporate existence of Merger Sub 1 will shall cease and Verano Merger Sub 1 will be struck off the Register of Companies by the Registrar of Companies of the Cayman Islands. The First Merger shall be consummated in accordance with this Agreement and the CLCI and evidenced by a certificate of merger to be issued by the Registrar of Companies of the Cayman Islands following the First Merger, the First Merger to be consummated and effective upon the filing of a plan of Merger (the “Plan of Merger”) with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CLCI and making all other filings, recordings and publications required to be made by Acquiror and Merger Sub 1, in such forms as are required by, and executed in accordance with, the applicable provisions of the CLCI, or at such later time as may be agreed by A▇▇▇▇▇▇▇ and the Company in writing and specified in the Plan of Merger (the “First Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement, at the Second Effective Time, the Company shall be merged with and into Merger Sub 2 (the “Second Merger”, and together with the First Merger, the “Mergers”), with the Company being the surviving company (which is sometimes hereinafter referred to for the periods at and after the Second Effective Time as the “Surviving Company”) following the Second Merger and the Surviving Company shall continue its existence under the DLLCA NRS as the surviving entity in the Verano Merger; (ii) On the Closing Date after the effectiveness a wholly owned subsidiary of the Verano Merger, Merger Sub 2 will merge with and into AMEPubCo, and the separate corporate existence of Merger Sub 2 will cease and AME will continue its existence under the FRLLCA as the surviving entity shall cease. The Second Merger shall be consummated in the AME Merger; (iii) On the Closing Date after the effectiveness of the AME Merger, Merger Sub 3 will merge accordance with and into POR, this Agreement and the separate corporate existence NRS and evidenced by an articles of Merger Sub 3 will cease and POR will continue its existence under the FRLLCA as the surviving entity in the POR Merger; and (iv) On the Closing Date after the effectiveness of the POR Merger, Merger Sub 4 will merge with and into RVC, and the separate corporate existence of Merger Sub 4 will cease and RVC will continue its existence under the FRLLCA as the surviving entity in the RVC Merger. As used in this Agreement, each of AME, POR and RVC may be referred to as the “Surviving Entity” as such Company continues its existence after giving effect to its respective Company Merger as set forth above. (b) Prior to the Closing Date, (i) each of the Canadian Members of AME set forth on Schedule 2.01(b) may, at their option, enter into exchange agreements with PubCo and AME pursuant to which such Canadian Members agree to exchange and transfer their Member Interests in AME, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet; and (ii) POR Holdings may, at its option, enter into an exchange agreement with PubCo and POR pursuant to which POR Holdings agrees to exchange and transfer its Member Interests in POR, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet. Such exchange agreements between PubCo and such Members (collectively, the “Exchange Agreements”) shall contain representations, warranties and covenants consistent with the scope and content of the applicable terms and conditions of this Agreement, and shall provide that the Member Interests being sold by a Member pursuant to an Exchange Agreement merger (the “Rolled SharesArticles of Merger”) are being sold ), such Second Merger to be consummated and exchanged in part in return for effective upon the issuance by PubCo filing of the Articles of Merger Consideration consisting with the Secretary of shares State of the State of Nevada or at such later time as may be agreed by A▇▇▇▇▇▇▇ and the Company in writing and specified in the capital stock Articles of PubCo Merger (the “Rollover Securities”) and that, if desired by such Member who is a Canadian Member and if applicable, section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute shall apply to the exchange of such Rolled Shares for the Rollover Securities. Verano shall use commercially reasonable efforts to facilitate the timely preparation and execution of the Exchange Agreements and to cooperate with the parties thereto. The consummation of such equity exchanges and transfers pursuant to the Exchange Agreements (the “Exchanges”) must occur prior to the Second Effective Time of the AME Merger and the POR Merger, as applicable, otherwise such Exchange Agreements shall be null and void and the applicable Member Interests of AME shall be included in and be part of the AME Merger and the applicable Member Interests of POR shall be included in and be part of the POR Merger. No party to an Exchange Agreement may amend, modify or waive any provision thereof without the prior written consent of Verano, which consent shall not be unreasonably withheld, conditioned or delayed. At the request of each such Canadian Member entering into an Exchange Agreement that desires that section 85 of the ITA be so applicable, PubCo and such Canadian Member shall covenant and agree, as applicable, to execute and deliver in a timely manner an election and any amended election pursuant to section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute in respect of the transfers contemplated by the Exchange Agreement at such elected amount requested by such Canadian Member, subject to the limitations set forth in the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute, and to otherwise cooperate in such regard with the intention that the election will result in the disposition of such Rolled Shares on a wholly or partially tax-deferred basis to such Canadian Member. (c) The consideration to be paid for all of the Member Interests to be acquired pursuant to the Company Mergers and the Exchanges shall consist of an aggregate amount equal to (the “Merger Consideration”): (i) $35,000,000 in cash (the “Cash Consideration”); and (ii) the number of proportionate voting shares of PubCo, on an as-converted to subordinate voting share basis, and subordinate voting shares of PubCo (in such proportions as provided for herein and as set forth on the Consideration Spreadsheet) having an aggregate dollar value equal to (such aggregate dollar value of PubCo shares, the “Share Consideration”): (1) the difference between (A) the quotient of the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price) divided by 0.770495, minus (B) the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price), (2) plus (in the case of an excess) or minus (in the case of a deficiency) the aggregate amount of the Working Capital Adjustments for all Companies, (3) minus (in the case of a positive amount) or plus (in the case of a negative amount ) the aggregate amount of Closing Net Indebtedness for all Companies, (4) minus the aggregate amount of Transaction Expenses for all Companies. (d) The Share Consideration shall be comprised of an aggregate number of PubCo shares (on an as-converted to subordinate voting share basis) equal to the quotient of (i) the Share Consideration, divided by (ii) the Listing Price. Such shares of PubCo comprising the Share Consideration shall consist of both proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares, each in such class amounts as are in parity with the proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares of PubCo that are issued in the Verano Merger. The shares of PubCo to be issued in consideration of the Broker Fees shall be issued to the Persons set forth on Schedule 3.09 and shall reduce the amount of shares of PubCo comprising the Share Consideration otherwise issuable in the Company Mergers and the Exchange, and will be reflected on the Consideration Spreadsheet. Such shares of PubCo issued in satisfaction of the Broker Fee shall not be deemed part of the Share Consideration issued in the Company Mergers or the Exchanges. (e) All payments of the Cash Consideration shall be made by wire transfer of immediately available funds to the Exchange Agent, for distribution in accordance with the Consideration Spreadsheet, as follows: (i) $20,000,000 of the Cash Consideration shall be payable on the Closing Date; (ii) $10,000,000 of the Cash Consideration shall be payable on the six-month anniversary of the Closing Date; and (iii) $5,000,000 of the Cash Consideration shall be payable on the 12-month anniversary of the Closing Date (each such six-month and 12-month anniversary date, a “Payment Due DateTime”). (f) At the Closing, Verano shall cause PubCo to issue to each Member entitled to receive Cash Consideration an unsecured, interest free, convertible promissory note with a principal amount equal to the portion of the Cash Consideration payable to such Member after the Closing, which shall be payable on the Payment Due Dates in the proportionate amounts set forth on Schedule 2.08(b) (each, a “Convertible Note”). Each Convertible Note shall provide that, at the option of the holder thereof, if all or any portion of the principal amount thereof that is due on a Payment Due Date is not timely paid, then such past due principal amount may be converted into subordinate voting shares and proportionate voting shares, based on an as-converted basis to subordinate voting shares, in the same proportion as the subordinate voting shares and proportionate voting shares of PubCo issued to Members at the Closing as set forth in the Consideration Spreadsheet; provided that the holder of the Convertible Note must exercise such conversion option in writing as provided in the Convertible Note no later than three Business Days after the applicable Payment Due Date. The number of shares issued upon conversion of such unpaid principal amount of a Convertible Note shall be based on the closing price of the subordinate voting shares of PubCo at the close of trading on the CSE on the trading day immediately preceding the date of the share issuances, which share issuances shall occur within three Business Days after receipt of such conversion notice. At the time of the conversion exercise, the holder must deliver a Lock-Up Acknowledgment with respect to such proportionate voting shares and subordinate voting shares issued pursuant to its Convertible Note. (g) The parties hereto acknowledge and agree that, in accordance with the Plan of Arrangement, all of the shares of capital stock of PubCo, including those issued to Members in the Company Mergers and to Members in the Exchanges as set forth on Schedule 2.08(b), shall be exchanged for the same number and class of shares of capital stock of the Resulting Issuer. For purposes of this Agreement, references to PubCo in the context of any point in time following the completion of the amalgamation of PubCo with BC Newco pursuant to the Arrangement and effectiveness of the Combination shall be deemed to refer to the Resulting Issuer.

The Mergers. (a) On Upon the terms and subject to the conditions set forth in of this Agreement: (i) On , and in accordance with the Closing Date but prior to MGCL and the DLLCA, at the Effective Time of any Time, the Company Merger, Merger Sub 1 will merge shall be merged with and into VeranoMerger Sub, whereupon the separate existence of the Company shall cease, and the separate corporate existence of Merger Sub 1 will cease and Verano will shall continue its existence under the DLLCA name “Safari Acquisition, LLC” as the surviving entity in the Verano Merger;Merger (the “Surviving Entity”) and shall be governed by the laws of the State of Delaware. The Merger shall have the effects set forth in the applicable provisions of the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company and Merger Sub, including, to the fullest extent permitted by Law, all rights in and to the Company Office Lease and all of the Intellectual Property of the Company and the Company Subsidiaries (which for the avoidance of doubt shall include, to the extent permitted by the NYSE, the “LSE” ticker symbol currently used by the Company on the NYSE), and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Entity. (iib) On Upon the Closing Date after terms and subject to the effectiveness conditions of this Agreement, and in accordance with the Verano MergerDRULPA, at the Partnership Merger Sub 2 will merge Effective Time, the Company Operating Partnership shall be merged with and into AMEthe Parent Operating Partnership, whereupon the separate existence of the Company Operating Partnership shall cease, and the separate corporate existence of Merger Sub 2 will cease and AME will Parent Operating Partnership shall continue its existence under the FRLLCA name “ARC Properties Operating Partnership, L.P.” as the surviving entity in the AME Merger; Partnership Merger (iii) On the Closing Date after the effectiveness of the AME Merger, Merger Sub 3 will merge with and into POR, and the separate corporate existence of Merger Sub 3 will cease and POR will continue its existence under the FRLLCA as the surviving entity in the POR Merger; and (iv) On the Closing Date after the effectiveness of the POR Merger, Merger Sub 4 will merge with and into RVC, and the separate corporate existence of Merger Sub 4 will cease and RVC will continue its existence under the FRLLCA as the surviving entity in the RVC Merger. As used in this Agreement, each of AME, POR and RVC may be referred to as the “Surviving Entity” as such Company continues its existence after giving effect to its respective Company Merger as set forth above. (b) Prior to the Closing Date, (i) each of the Canadian Members of AME set forth on Schedule 2.01(b) may, at their option, enter into exchange agreements with PubCo and AME pursuant to which such Canadian Members agree to exchange and transfer their Member Interests in AME, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet; and (ii) POR Holdings may, at its option, enter into an exchange agreement with PubCo and POR pursuant to which POR Holdings agrees to exchange and transfer its Member Interests in POR, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet. Such exchange agreements between PubCo and such Members (collectively, the “Exchange Agreements”) shall contain representations, warranties and covenants consistent with the scope and content of the applicable terms and conditions of this Agreement, and shall provide that the Member Interests being sold by a Member pursuant to an Exchange Agreement (the “Rolled Shares”) are being sold and exchanged in part in return for the issuance by PubCo of the Merger Consideration consisting of shares in the capital stock of PubCo (the “Rollover SecuritiesPartnership”) and that, if desired shall be governed by such Member who is a Canadian Member and if applicable, section 85 the laws of the ITA State of Delaware. The Partnership Merger shall have the effects specified in the DRULPA and this Agreement. Without limiting the equivalent or corresponding provisions of any applicable provincial or territorial statute shall apply to the exchange of such Rolled Shares for the Rollover Securities. Verano shall use commercially reasonable efforts to facilitate the timely preparation and execution generality of the Exchange Agreements foregoing, and to cooperate with subject thereto, from and after the parties thereto. The consummation of such equity exchanges Partnership Merger Effective Time, the Surviving Partnership shall possess all properties, rights, privileges, powers and transfers pursuant to the Exchange Agreements (the “Exchanges”) must occur prior to the Effective Time franchises of the AME Merger and the POR Merger, as applicable, otherwise such Exchange Agreements shall be null and void and the applicable Member Interests of AME shall be included in and be part of the AME Merger and the applicable Member Interests of POR shall be included in and be part of the POR Merger. No party to an Exchange Agreement may amend, modify or waive any provision thereof without the prior written consent of Verano, which consent shall not be unreasonably withheld, conditioned or delayed. At the request of each such Canadian Member entering into an Exchange Agreement that desires that section 85 of the ITA be so applicable, PubCo and such Canadian Member shall covenant and agree, as applicable, to execute and deliver in a timely manner an election and any amended election pursuant to section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute in respect of the transfers contemplated by the Exchange Agreement at such elected amount requested by such Canadian Member, subject to the limitations set forth in the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statuteCompany Operating Partnership, and to otherwise cooperate in such regard with the intention that the election will result in the disposition of such Rolled Shares on a wholly or partially tax-deferred basis to such Canadian Member. (c) The consideration to be paid for all of the Member Interests to be acquired pursuant to claims, obligations, liabilities, debts and duties of the Company Mergers Operating Partnership shall become the claims, obligations, liabilities, debts and the Exchanges shall consist of an aggregate amount equal to (the “Merger Consideration”): (i) $35,000,000 in cash (the “Cash Consideration”); and (ii) the number of proportionate voting shares of PubCo, on an as-converted to subordinate voting share basis, and subordinate voting shares of PubCo (in such proportions as provided for herein and as set forth on the Consideration Spreadsheet) having an aggregate dollar value equal to (such aggregate dollar value of PubCo shares, the “Share Consideration”): (1) the difference between (A) the quotient duties of the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price) divided by 0.770495, minus (B) the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price), (2) plus (in the case of an excess) or minus (in the case of a deficiency) the aggregate amount of the Working Capital Adjustments for all Companies, (3) minus (in the case of a positive amount) or plus (in the case of a negative amount ) the aggregate amount of Closing Net Indebtedness for all Companies, (4) minus the aggregate amount of Transaction Expenses for all CompaniesSurviving Partnership. (d) The Share Consideration shall be comprised of an aggregate number of PubCo shares (on an as-converted to subordinate voting share basis) equal to the quotient of (i) the Share Consideration, divided by (ii) the Listing Price. Such shares of PubCo comprising the Share Consideration shall consist of both proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares, each in such class amounts as are in parity with the proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares of PubCo that are issued in the Verano Merger. The shares of PubCo to be issued in consideration of the Broker Fees shall be issued to the Persons set forth on Schedule 3.09 and shall reduce the amount of shares of PubCo comprising the Share Consideration otherwise issuable in the Company Mergers and the Exchange, and will be reflected on the Consideration Spreadsheet. Such shares of PubCo issued in satisfaction of the Broker Fee shall not be deemed part of the Share Consideration issued in the Company Mergers or the Exchanges. (e) All payments of the Cash Consideration shall be made by wire transfer of immediately available funds to the Exchange Agent, for distribution in accordance with the Consideration Spreadsheet, as follows: (i) $20,000,000 of the Cash Consideration shall be payable on the Closing Date; (ii) $10,000,000 of the Cash Consideration shall be payable on the six-month anniversary of the Closing Date; and (iii) $5,000,000 of the Cash Consideration shall be payable on the 12-month anniversary of the Closing Date (each such six-month and 12-month anniversary date, a “Payment Due Date”). (f) At the Closing, Verano shall cause PubCo to issue to each Member entitled to receive Cash Consideration an unsecured, interest free, convertible promissory note with a principal amount equal to the portion of the Cash Consideration payable to such Member after the Closing, which shall be payable on the Payment Due Dates in the proportionate amounts set forth on Schedule 2.08(b) (each, a “Convertible Note”). Each Convertible Note shall provide that, at the option of the holder thereof, if all or any portion of the principal amount thereof that is due on a Payment Due Date is not timely paid, then such past due principal amount may be converted into subordinate voting shares and proportionate voting shares, based on an as-converted basis to subordinate voting shares, in the same proportion as the subordinate voting shares and proportionate voting shares of PubCo issued to Members at the Closing as set forth in the Consideration Spreadsheet; provided that the holder of the Convertible Note must exercise such conversion option in writing as provided in the Convertible Note no later than three Business Days after the applicable Payment Due Date. The number of shares issued upon conversion of such unpaid principal amount of a Convertible Note shall be based on the closing price of the subordinate voting shares of PubCo at the close of trading on the CSE on the trading day immediately preceding the date of the share issuances, which share issuances shall occur within three Business Days after receipt of such conversion notice. At the time of the conversion exercise, the holder must deliver a Lock-Up Acknowledgment with respect to such proportionate voting shares and subordinate voting shares issued pursuant to its Convertible Note. (g) The parties hereto acknowledge and agree that, in accordance with the Plan of Arrangement, all of the shares of capital stock of PubCo, including those issued to Members in the Company Mergers and to Members in the Exchanges as set forth on Schedule 2.08(b), shall be exchanged for the same number and class of shares of capital stock of the Resulting Issuer. For purposes of this Agreement, references to PubCo in the context of any point in time following the completion of the amalgamation of PubCo with BC Newco pursuant to the Arrangement and effectiveness of the Combination shall be deemed to refer to the Resulting Issuer.

The Mergers. (a) On the terms and subject to the conditions set forth in of this Agreement: , and in accordance with the DLLCA and the DGCL, at the Company Merger Effective Time, New NHT and NXDT Intermediary shall consummate the Company Merger, pursuant to which (i) On the Closing Date but prior to the Effective Time of any Company Merger, Merger Sub 1 New NHT will merge be merged with and into Verano, NXDT Intermediary and the separate corporate existence of Merger Sub 1 New NHT will thereupon cease and Verano will continue its existence under the DLLCA as the surviving entity in the Verano Merger; (ii) On NXDT Intermediary will survive the Closing Date after the effectiveness of the Verano Merger, Company Merger Sub 2 will merge with and into AME, and the separate corporate existence of Merger Sub 2 will cease and AME will continue its existence under the FRLLCA as the surviving entity in the AME Merger; (iii) On the Closing Date after the effectiveness of the AME Merger, Merger Sub 3 will merge with and into POR, and the separate corporate existence of Merger Sub 3 will cease and POR will continue its existence under the FRLLCA as the surviving entity in the POR Merger; and (iv) On the Closing Date after the effectiveness of the POR Merger, Merger Sub 4 will merge with and into RVC, and the separate corporate existence of Merger Sub 4 will cease and RVC will continue its existence under the FRLLCA as the surviving entity in the RVC Merger. As used in this Agreement, each of AME, POR and RVC may be referred to as the “Surviving Entity” as such Company continues its existence after giving effect to its respective Company Merger as set forth aboveCompany”). (b) Prior On the terms and subject to the Closing Date, (i) each of the Canadian Members of AME set forth on Schedule 2.01(b) may, at their option, enter into exchange agreements with PubCo and AME pursuant to which such Canadian Members agree to exchange and transfer their Member Interests in AME, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet; and (ii) POR Holdings may, at its option, enter into an exchange agreement with PubCo and POR pursuant to which POR Holdings agrees to exchange and transfer its Member Interests in POR, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet. Such exchange agreements between PubCo and such Members (collectively, the “Exchange Agreements”) shall contain representations, warranties and covenants consistent with the scope and content of the applicable terms and conditions of this Agreement, and in accordance with the DLLCA, at the Intermediary Merger Effective Time, NHT Intermediary and the Surviving Company shall provide that consummate the Member Interests being sold by a Member Intermediary Merger, pursuant to an Exchange Agreement which (i) NHT Intermediary will be merged with and into the “Rolled Shares”) are being sold and exchanged in part in return for the issuance by PubCo of the Merger Consideration consisting of shares in the capital stock of PubCo (the “Rollover Securities”) and that, if desired by such Member who is a Canadian Member and if applicable, section 85 of the ITA Surviving Company and the equivalent or corresponding provisions separate existence of any applicable provincial or territorial statute shall apply to NHT Intermediary will thereupon cease and (ii) the exchange of such Rolled Shares for Surviving Company will survive the Rollover Securities. Verano shall use commercially reasonable efforts to facilitate the timely preparation and execution of the Exchange Agreements and to cooperate with the parties thereto. The consummation of such equity exchanges and transfers pursuant to the Exchange Agreements (the “Exchanges”) must occur prior to the Effective Time of the AME Merger and the POR Intermediary Merger, as applicable, otherwise such Exchange Agreements shall be null and void and the applicable Member Interests of AME shall be included in and be part of the AME Merger and the applicable Member Interests of POR shall be included in and be part of the POR Merger. No party to an Exchange Agreement may amend, modify or waive any provision thereof without the prior written consent of Verano, which consent shall not be unreasonably withheld, conditioned or delayed. At the request of each such Canadian Member entering into an Exchange Agreement that desires that section 85 of the ITA be so applicable, PubCo and such Canadian Member shall covenant and agree, as applicable, to execute and deliver in a timely manner an election and any amended election pursuant to section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute in respect of the transfers contemplated by the Exchange Agreement at such elected amount requested by such Canadian Member, subject to the limitations set forth in the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute, and to otherwise cooperate in such regard with the intention that the election will result in the disposition of such Rolled Shares on a wholly or partially tax-deferred basis to such Canadian Member. (c) The consideration On the terms and subject to be paid for all the conditions of this Agreement, and in accordance with the Member Interests to be acquired DLLCA, at the Holdings Merger Effective Time, NHT Holdings and the Surviving Company shall consummate the Holdings Merger, pursuant to the Company Mergers and the Exchanges shall consist of an aggregate amount equal to (the “Merger Consideration”): which (i) $35,000,000 in cash (NHT Holdings will be merged with and into the “Cash Consideration”); and Surviving Company and the separate existence of NHT Holdings will thereupon cease and (ii) the number of proportionate voting shares of PubCo, on an as-converted to subordinate voting share basis, and subordinate voting shares of PubCo (in such proportions as provided for herein and as set forth on Surviving Company will survive the Consideration Spreadsheet) having an aggregate dollar value equal to (such aggregate dollar value of PubCo shares, the “Share Consideration”): (1) the difference between (A) the quotient of the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price) divided by 0.770495, minus (B) the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price), (2) plus (in the case of an excess) or minus (in the case of a deficiency) the aggregate amount of the Working Capital Adjustments for all Companies, (3) minus (in the case of a positive amount) or plus (in the case of a negative amount ) the aggregate amount of Closing Net Indebtedness for all Companies, (4) minus the aggregate amount of Transaction Expenses for all CompaniesHoldings Merger. (d) The Share Consideration shall be comprised of an aggregate number of PubCo shares (on an as-converted to subordinate voting share basis) equal On the terms and subject to the quotient conditions of (i) the Share Consideration, divided by (ii) the Listing Price. Such shares of PubCo comprising the Share Consideration shall consist of both proportionate voting shares, calculated on an as converted to subordinate voting share basisthis Agreement, and subordinate voting shares, each in such class amounts as are in parity with the proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares of PubCo that are issued in the Verano Merger. The shares of PubCo to be issued in consideration of the Broker Fees shall be issued to the Persons set forth on Schedule 3.09 and shall reduce the amount of shares of PubCo comprising the Share Consideration otherwise issuable in the Company Mergers and the Exchange, and will be reflected on the Consideration Spreadsheet. Such shares of PubCo issued in satisfaction of the Broker Fee shall not be deemed part of the Share Consideration issued in the Company Mergers or the Exchanges. (e) All payments of the Cash Consideration shall be made by wire transfer of immediately available funds to the Exchange Agent, for distribution in accordance with the Consideration SpreadsheetDLLCA, as follows: at the Operating Partnership Merger Effective Time, NHT OP and NXDT Merger Sub will consummate the Operating Partnership Merger, pursuant to which (i) $20,000,000 NHT OP will be merged with and into NXDT Merger Sub and the separate existence of the Cash Consideration shall be payable on the Closing Date; NHT OP will thereupon cease and (ii) $10,000,000 of NXDT Merger Sub will survive the Cash Consideration shall be payable on Operating Partnership Merger (the six-month anniversary of the Closing Date; and (iii) $5,000,000 of the Cash Consideration shall be payable on the 12-month anniversary of the Closing Date (each such six-month and 12-month anniversary date, a “Payment Due DateSurviving OP”). (f) At the Closing, Verano shall cause PubCo to issue to each Member entitled to receive Cash Consideration an unsecured, interest free, convertible promissory note with a principal amount equal to the portion of the Cash Consideration payable to such Member after the Closing, which shall be payable on the Payment Due Dates in the proportionate amounts set forth on Schedule 2.08(b) (each, a “Convertible Note”). Each Convertible Note shall provide that, at the option of the holder thereof, if all or any portion of the principal amount thereof that is due on a Payment Due Date is not timely paid, then such past due principal amount may be converted into subordinate voting shares and proportionate voting shares, based on an as-converted basis to subordinate voting shares, in the same proportion as the subordinate voting shares and proportionate voting shares of PubCo issued to Members at the Closing as set forth in the Consideration Spreadsheet; provided that the holder of the Convertible Note must exercise such conversion option in writing as provided in the Convertible Note no later than three Business Days after the applicable Payment Due Date. The number of shares issued upon conversion of such unpaid principal amount of a Convertible Note shall be based on the closing price of the subordinate voting shares of PubCo at the close of trading on the CSE on the trading day immediately preceding the date of the share issuances, which share issuances shall occur within three Business Days after receipt of such conversion notice. At the time of the conversion exercise, the holder must deliver a Lock-Up Acknowledgment with respect to such proportionate voting shares and subordinate voting shares issued pursuant to its Convertible Note. (g) The parties hereto acknowledge and agree that, in accordance with the Plan of Arrangement, all of the shares of capital stock of PubCo, including those issued to Members in the Company Mergers and to Members in the Exchanges as set forth on Schedule 2.08(b), shall be exchanged for the same number and class of shares of capital stock of the Resulting Issuer. For purposes of this Agreement, references to PubCo in the context of any point in time following the completion of the amalgamation of PubCo with BC Newco pursuant to the Arrangement and effectiveness of the Combination shall be deemed to refer to the Resulting Issuer.

The Mergers. (a) On In order to facilitate the formation of Holdco, Wejo has contributed $100.00 to Holdco in exchange for all the issued share capital in Holdco as of the date hereof (the “Initial Holdco Interest”). (b) At the TKB Effective Time, and upon the terms and subject to the conditions set forth in of this Agreement: (i) On , the Closing Date but prior plan of merger to the Effective Time of any Company Mergerbe entered into among TKB, Merger Sub 1 will merge and Holdco in substantially the form attached hereto as Schedule E-1 (the “TKB Plan of Merger”), and in accordance with the Cayman Companies Act, at the TKB Effective Time (as defined in Section 1.2(b)), Merger Sub 1 shall be merged with and into Verano, and TKB. As a result of the TKB Merger: (i) the separate corporate existence of Merger Sub 1 will shall cease and Verano will TKB shall continue its existence under the DLLCA as the surviving entity in company following the Verano Merger; TKB Merger (sometimes referred to herein as the “TKB Surviving Company”); and (ii) On TKB shall (A) become a wholly owned subsidiary of Holdco, (B) continue to be governed by the Closing Date after the effectiveness Laws of the Verano MergerCayman Islands, (C) continue to have a registered office in the Cayman Islands, and (D) succeed to and assume all of the rights, properties and obligations of Merger Sub 1 and TKB in accordance with the Cayman Companies Act and the existing shareholders of TKB shall be entitled to the TKB Merger Consideration in accordance with the provisions of Article II of this Agreement. (c) At the Wejo Effective Time, and upon the terms and subject to the conditions of this Agreement, the statutory merger agreement to be entered into among Wejo, Merger Sub 2 will merge and Holdco in substantially the form attached hereto as Schedule E-2 (the “Wejo Plan of Merger”), and in accordance with the Bermuda Companies Act, at the Wejo Effective Time (as defined in Section 1.2(c)), Merger Sub 2 shall be merged with and into AME, and Wejo. As a result of the Wejo Merger: (i) the separate corporate existence of Merger Sub 2 will shall cease and AME will Wejo shall continue its existence under the FRLLCA as the surviving entity in company following the AME Merger; Wejo Merger (iii) On the Closing Date after the effectiveness of the AME Merger, Merger Sub 3 will merge with and into POR, and the separate corporate existence of Merger Sub 3 will cease and POR will continue its existence under the FRLLCA as the surviving entity in the POR Merger; and (iv) On the Closing Date after the effectiveness of the POR Merger, Merger Sub 4 will merge with and into RVC, and the separate corporate existence of Merger Sub 4 will cease and RVC will continue its existence under the FRLLCA as the surviving entity in the RVC Merger. As used in this Agreement, each of AME, POR and RVC may be sometimes referred to herein as the “Wejo Surviving EntityCompany” as such Company continues its existence after giving effect to its respective Company Merger as set forth above. (b) Prior to and together with the Closing DateTKB Surviving Company, (i) each of a “Surviving Company” and collectively, the Canadian Members of AME set forth on Schedule 2.01(b) may, at their option, enter into exchange agreements with PubCo and AME pursuant to which such Canadian Members agree to exchange and transfer their Member Interests in AME, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet“Surviving Companies”); and (ii) POR Holdings mayWejo shall (A) become a wholly owned subsidiary of Holdco, at its option(B) continue to be governed by the Laws of Bermuda, enter into an exchange agreement with PubCo (C) continue to have a registered office in Bermuda, and POR pursuant (D) succeed to which POR Holdings agrees to exchange and transfer its Member Interests in POR, free and clear of assume all Encumbrances, to PubCo in exchange for a portion of the rights, properties and obligations of Merger Sub 2 and Wejo in accordance with the Laws of Bermuda and the existing shareholders of Wejo shall be entitled to the Wejo Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet. Such exchange agreements between PubCo and such Members (collectively, the “Exchange Agreements”) shall contain representations, warranties and covenants consistent in accordance with the scope and content provisions of the applicable terms and conditions Article II of this Agreement, and shall provide that the Member Interests being sold by a Member pursuant to an Exchange Agreement (the “Rolled Shares”) are being sold and exchanged in part in return for the issuance by PubCo of the Merger Consideration consisting of shares in the capital stock of PubCo (the “Rollover Securities”) and that, if desired by such Member who is a Canadian Member and if applicable, section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute shall apply to the exchange of such Rolled Shares for the Rollover Securities. Verano shall use commercially reasonable efforts to facilitate the timely preparation and execution of the Exchange Agreements and to cooperate with the parties thereto. The consummation of such equity exchanges and transfers pursuant to the Exchange Agreements (the “Exchanges”) must occur prior to the Effective Time of the AME Merger and the POR Merger, as applicable, otherwise such Exchange Agreements shall be null and void and the applicable Member Interests of AME shall be included in and be part of the AME Merger and the applicable Member Interests of POR shall be included in and be part of the POR Merger. No party to an Exchange Agreement may amend, modify or waive any provision thereof without the prior written consent of Verano, which consent shall not be unreasonably withheld, conditioned or delayed. At the request of each such Canadian Member entering into an Exchange Agreement that desires that section 85 of the ITA be so applicable, PubCo and such Canadian Member shall covenant and agree, as applicable, to execute and deliver in a timely manner an election and any amended election pursuant to section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute in respect of the transfers contemplated by the Exchange Agreement at such elected amount requested by such Canadian Member, subject to the limitations set forth in the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute, and to otherwise cooperate in such regard with the intention that the election will result in the disposition of such Rolled Shares on a wholly or partially tax-deferred basis to such Canadian Member. (c) The consideration to be paid for all of the Member Interests to be acquired pursuant to the Company Mergers and the Exchanges shall consist of an aggregate amount equal to (the “Merger Consideration”): (i) $35,000,000 in cash (the “Cash Consideration”); and (ii) the number of proportionate voting shares of PubCo, on an as-converted to subordinate voting share basis, and subordinate voting shares of PubCo (in such proportions as provided for herein and as set forth on the Consideration Spreadsheet) having an aggregate dollar value equal to (such aggregate dollar value of PubCo shares, the “Share Consideration”): (1) the difference between (A) the quotient of the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price) divided by 0.770495, minus (B) the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price), (2) plus (in the case of an excess) or minus (in the case of a deficiency) the aggregate amount of the Working Capital Adjustments for all Companies, (3) minus (in the case of a positive amount) or plus (in the case of a negative amount ) the aggregate amount of Closing Net Indebtedness for all Companies, (4) minus the aggregate amount of Transaction Expenses for all Companies. (d) The Share Consideration At the Effective Time, the Initial Holdco Interest shall be comprised of automatically redeemed and cancelled for an aggregate number of PubCo shares $100.00 in cash pursuant to Section 2.2(g) (on an as-converted to subordinate voting share basis) equal to the quotient of (i) the Share Consideration, divided by (ii) the Listing Price. Such shares of PubCo comprising the Share Consideration shall consist of both proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares, each in such class amounts as are in parity with the proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares of PubCo that are issued in the Verano Merger. The shares of PubCo to be issued in consideration of the Broker Fees shall be issued to the Persons set forth on Schedule 3.09 and shall reduce the amount of shares of PubCo comprising the Share Consideration otherwise issuable in the Company Mergers and the Exchange, and will be reflected on the Consideration Spreadsheet. Such shares of PubCo issued in satisfaction of the Broker Fee shall not be deemed part of the Share Consideration issued in the Company Mergers or the Exchanges. (e) All payments of the Cash Consideration shall be made by wire transfer of immediately available funds to the Exchange Agent, for distribution in accordance with the Consideration Spreadsheet, as follows: (i) $20,000,000 of the Cash Consideration shall be payable on the Closing Date; (ii) $10,000,000 of the Cash Consideration shall be payable on the six-month anniversary of the Closing Date; and (iii) $5,000,000 of the Cash Consideration shall be payable on the 12-month anniversary of the Closing Date (each such six-month and 12-month anniversary date, a “Payment Due DateInitial Holdco Interest Redemption Amount”). (f) At the Closing, Verano shall cause PubCo to issue to each Member entitled to receive Cash Consideration an unsecured, interest free, convertible promissory note with a principal amount equal to the portion of the Cash Consideration payable to such Member after the Closing, which shall be payable on the Payment Due Dates in the proportionate amounts set forth on Schedule 2.08(b) (each, a “Convertible Note”). Each Convertible Note shall provide that, at the option of the holder thereof, if all or any portion of the principal amount thereof that is due on a Payment Due Date is not timely paid, then such past due principal amount may be converted into subordinate voting shares and proportionate voting shares, based on an as-converted basis to subordinate voting shares, in the same proportion as the subordinate voting shares and proportionate voting shares of PubCo issued to Members at the Closing as set forth in the Consideration Spreadsheet; provided that the holder of the Convertible Note must exercise such conversion option in writing as provided in the Convertible Note no later than three Business Days after the applicable Payment Due Date. The number of shares issued upon conversion of such unpaid principal amount of a Convertible Note shall be based on the closing price of the subordinate voting shares of PubCo at the close of trading on the CSE on the trading day immediately preceding the date of the share issuances, which share issuances shall occur within three Business Days after receipt of such conversion notice. At the time of the conversion exercise, the holder must deliver a Lock-Up Acknowledgment with respect to such proportionate voting shares and subordinate voting shares issued pursuant to its Convertible Note. (g) The parties hereto acknowledge and agree that, in accordance with the Plan of Arrangement, all of the shares of capital stock of PubCo, including those issued to Members in the Company Mergers and to Members in the Exchanges as set forth on Schedule 2.08(b), shall be exchanged for the same number and class of shares of capital stock of the Resulting Issuer. For purposes of this Agreement, references to PubCo in the context of any point in time following the completion of the amalgamation of PubCo with BC Newco pursuant to the Arrangement and effectiveness of the Combination shall be deemed to refer to the Resulting Issuer.

The Mergers. (a) On the terms and subject Subject to the conditions set forth in this Agreement: (i) On the Closing Date but prior to the Effective Time of any Company Merger, Merger Sub 1 will merge with and into Verano, and the separate corporate existence of Merger Sub 1 will cease and Verano will continue its existence under the DLLCA as the surviving entity in the Verano Merger; (ii) On the Closing Date after the effectiveness of the Verano Merger, Merger Sub 2 will merge with and into AME, and the separate corporate existence of Merger Sub 2 will cease and AME will continue its existence under the FRLLCA as the surviving entity in the AME Merger; (iii) On the Closing Date after the effectiveness of the AME Merger, Merger Sub 3 will merge with and into POR, and the separate corporate existence of Merger Sub 3 will cease and POR will continue its existence under the FRLLCA as the surviving entity in the POR Merger; and (iv) On the Closing Date after the effectiveness of the POR Merger, Merger Sub 4 will merge with and into RVC, and the separate corporate existence of Merger Sub 4 will cease and RVC will continue its existence under the FRLLCA as the surviving entity in the RVC Merger. As used in this Agreement, each of AME, POR and RVC may be referred to as the “Surviving Entity” as such Company continues its existence after giving effect to its respective Company Merger as set forth above. (b) Prior to the Closing Date, (i) each of the Canadian Members of AME set forth on Schedule 2.01(b) may, at their option, enter into exchange agreements with PubCo and AME pursuant to which such Canadian Members agree to exchange and transfer their Member Interests in AME, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet; and (ii) POR Holdings may, at its option, enter into an exchange agreement with PubCo and POR pursuant to which POR Holdings agrees to exchange and transfer its Member Interests in POR, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet. Such exchange agreements between PubCo and such Members (collectively, the “Exchange Agreements”) shall contain representations, warranties and covenants consistent with the scope and content of the applicable terms and conditions of this Agreement, and shall provide that the Member Interests being sold by a Member pursuant to an Exchange Agreement (the “Rolled Shares”) are being sold and exchanged in part in return for the issuance by PubCo of the Merger Consideration consisting of shares in the capital stock of PubCo (the “Rollover Securities”) and that, if desired by such Member who is a Canadian Member and if applicable, section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute shall apply to the exchange of such Rolled Shares for the Rollover Securities. Verano shall use commercially reasonable efforts to facilitate the timely preparation and execution of the Exchange Agreements and to cooperate with the parties thereto. The consummation of such equity exchanges and transfers pursuant to the Exchange Agreements (the “Exchanges”) must occur prior to at the Effective Time (as defined in Section 1.2), Company and Sub shall consummate a merger (the "First Merger") pursuant to which (i) Sub shall be merged with and into Company and the separate corporate existence of Sub shall thereupon cease, (ii) Company shall be the successor or surviving entity in the First Merger (sometimes referred to herein as the "First Surviving Entity") and shall continue to be governed by the laws of the AME Merger State of Delaware and (iii) the separate corporate existence of Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the First Merger. The First Surviving Entity shall be a direct wholly-owned subsidiary of Parent and shall succeed to and assume all the rights and obligations of Sub and Company in accordance with the Delaware General Corporation Law (the "DGCL"). (b) Subject to the terms and conditions of this Agreement, promptly after, and conditioned upon the occurrence of, the Effective Time, and in any event by 11:59 p.m. on the date on which the Effective Time occurs, Company and LLC shall consummate a merger (the "Second Merger" and, together with the First Merger, the "Mergers") pursuant to which (i) Company shall be merged with and into LLC and the POR Mergerseparate corporate existence of Company shall thereupon cease, as applicable, otherwise such Exchange Agreements (ii) LLC shall be null the successor or surviving entity in the Second Merger (sometimes referred to herein as the "Second Surviving Entity") and void and shall continue to be governed by the applicable Member Interests of AME shall be included in and be part laws of the AME Merger State of Delaware and (iii) the applicable Member Interests separate existence of POR LLC, with all its rights, privileges, immunities, powers and franchises, shall be included in and be part of continue unaffected by the POR Second Merger. No party The Second Surviving Entity shall succeed to an Exchange Agreement may amend, modify or waive any provision thereof without and assume all the prior written consent rights and obligations of Verano, which consent shall not be unreasonably withheld, conditioned or delayed. At the request of each such Canadian Member entering into an Exchange Agreement that desires that section 85 of the ITA be so applicable, PubCo LLC and such Canadian Member shall covenant and agree, as applicable, to execute and deliver Company in a timely manner an election and any amended election pursuant to section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute in respect of the transfers contemplated by the Exchange Agreement at such elected amount requested by such Canadian Member, subject to the limitations set forth in the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute, and to otherwise cooperate in such regard accordance with the intention that DGCL and Delaware Limited Liability Company Act (the election will result in the disposition of such Rolled Shares on a wholly or partially tax-deferred basis to such Canadian Member"DLLCA"). (c) The consideration to be paid for all of the Member Interests to be acquired pursuant Pursuant to the Company Mergers and the Exchanges shall consist of an aggregate amount equal to (the “Merger Consideration”): First Merger, (i) $35,000,000 the Certificate of Incorporation of Company, as in cash effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the First Surviving Entity until the earlier of (A) amendment as provided by law and such Certificate of Incorporation or (B) the “Cash Consideration”); and Second Merger, and (ii) the number By-laws of proportionate voting shares Company, as in effect immediately prior to the Effective Time, shall be the By-laws of PubCo, on an as-converted to subordinate voting share basis, and subordinate voting shares the First Surviving Entity until the earlier of PubCo (in such proportions as provided for herein and as set forth on the Consideration Spreadsheet) having an aggregate dollar value equal to (such aggregate dollar value of PubCo shares, the “Share Consideration”): (1) the difference between (A) the quotient amendment as provided by law, such Certificate of the value of the Verano Merger Shares (calculated by multiplying the number of Incorporation and such shares by the Listing Price) divided by 0.770495, minus By-laws or (B) the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price), (2) plus (in the case of an excess) or minus (in the case of a deficiency) the aggregate amount of the Working Capital Adjustments for all Companies, (3) minus (in the case of a positive amount) or plus (in the case of a negative amount ) the aggregate amount of Closing Net Indebtedness for all Companies, (4) minus the aggregate amount of Transaction Expenses for all CompaniesSecond Merger. (d) The Share Consideration Pursuant to the Second Merger, the Limited Liability Company Agreement of LLC, as in effect immediately prior to the effective time of the Second Merger, shall be comprised the Limited Liability Company Agreement of an aggregate number of PubCo shares (on an as-converted to subordinate voting share basis) equal to the quotient of (i) the Share Consideration, divided Second Surviving Entity until thereafter amended as provided by (ii) the Listing Price. Such shares of PubCo comprising the Share Consideration shall consist of both proportionate voting shares, calculated on an as converted to subordinate voting share basis, law and subordinate voting shares, each in such class amounts as are in parity with the proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares of PubCo that are issued in the Verano MergerLimited Liability Company Agreement. The shares of PubCo to be issued in consideration of Second Merger shall have the Broker Fees shall be issued to the Persons set forth on Schedule 3.09 and shall reduce the amount of shares of PubCo comprising the Share Consideration otherwise issuable in the Company Mergers and the Exchange, and will be reflected on the Consideration Spreadsheet. Such shares of PubCo issued in satisfaction of the Broker Fee shall not be deemed part of the Share Consideration issued in the Company Mergers or the Exchanges. (e) All payments of the Cash Consideration shall be made by wire transfer of immediately available funds to the Exchange Agent, for distribution in accordance with the Consideration Spreadsheet, as follows: (i) $20,000,000 of the Cash Consideration shall be payable on the Closing Date; (ii) $10,000,000 of the Cash Consideration shall be payable on the six-month anniversary of the Closing Date; and (iii) $5,000,000 of the Cash Consideration shall be payable on the 12-month anniversary of the Closing Date (each such six-month and 12-month anniversary date, a “Payment Due Date”). (f) At the Closing, Verano shall cause PubCo to issue to each Member entitled to receive Cash Consideration an unsecured, interest free, convertible promissory note with a principal amount equal to the portion of the Cash Consideration payable to such Member after the Closing, which shall be payable on the Payment Due Dates in the proportionate amounts set forth on Schedule 2.08(b) (each, a “Convertible Note”). Each Convertible Note shall provide that, at the option of the holder thereof, if all or any portion of the principal amount thereof that is due on a Payment Due Date is not timely paid, then such past due principal amount may be converted into subordinate voting shares and proportionate voting shares, based on an as-converted basis to subordinate voting shares, in the same proportion as the subordinate voting shares and proportionate voting shares of PubCo issued to Members at the Closing as effects set forth in the Consideration Spreadsheet; provided that DGCL and the holder of the Convertible Note must exercise such conversion option in writing as provided in the Convertible Note no later than three Business Days after the applicable Payment Due Date. The number of shares issued upon conversion of such unpaid principal amount of a Convertible Note shall be based on the closing price of the subordinate voting shares of PubCo at the close of trading on the CSE on the trading day immediately preceding the date of the share issuances, which share issuances shall occur within three Business Days after receipt of such conversion notice. At the time of the conversion exercise, the holder must deliver a Lock-Up Acknowledgment with respect to such proportionate voting shares and subordinate voting shares issued pursuant to its Convertible NoteDLLCA. (g) The parties hereto acknowledge and agree that, in accordance with the Plan of Arrangement, all of the shares of capital stock of PubCo, including those issued to Members in the Company Mergers and to Members in the Exchanges as set forth on Schedule 2.08(b), shall be exchanged for the same number and class of shares of capital stock of the Resulting Issuer. For purposes of this Agreement, references to PubCo in the context of any point in time following the completion of the amalgamation of PubCo with BC Newco pursuant to the Arrangement and effectiveness of the Combination shall be deemed to refer to the Resulting Issuer.

The Mergers. Following the Domestication: (a) On At the ZF Effective Time, on the terms and subject to the conditions set forth herein and in this Agreement: (i) On accordance with the Closing Date but prior to applicable provisions of the Effective Time of any Company DGCL, ZF and ZF Merger Sub shall consummate the ZF Merger, pursuant to which ZF Merger Sub 1 will merge shall be merged with and into VeranoZF, and following which the separate corporate existence of ZF Merger Sub 1 will shall cease and Verano will ZF shall continue its existence under the DLLCA as the surviving entity in the Verano Merger; (ii) On the Closing Date after the effectiveness of the Verano Merger, Merger Sub 2 will merge with and into AME, and the separate corporate existence of Merger Sub 2 will cease and AME will continue its existence under the FRLLCA as the surviving entity in the AME Merger; (iii) On the Closing Date after the effectiveness of the AME Merger, Merger Sub 3 will merge with and into POR, and the separate corporate existence of Merger Sub 3 will cease and POR will continue its existence under the FRLLCA as the surviving entity in the POR Merger; and (iv) On the Closing Date after the effectiveness of the POR Merger, Merger Sub 4 will merge with and into RVC, and the separate corporate existence of Merger Sub 4 will cease and RVC will continue its existence under the FRLLCA as the surviving entity in the RVC Merger. As used in this Agreement, each of AME, POR and RVC may be referred to as the “Surviving Entity” as such Company continues its existence after giving effect to its respective Company ZF Merger as set forth abovea direct, wholly-owned Subsidiary of L&F Holdings. (b) Prior At the IDX Effective Time, on the terms and subject to the Closing Date, (i) each conditions set forth herein and in accordance with the applicable provisions of the Canadian Members of AME set forth on Schedule 2.01(b) mayDGCL, at their optionIDX and IDX Merger Sub shall consummate the IDX Merger, enter into exchange agreements with PubCo and AME pursuant to which such Canadian Members agree to exchange and transfer their Member Interests in AME, free and clear of all Encumbrances, to PubCo in exchange for a portion of the IDX Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet; and (ii) POR Holdings may, at its option, enter into an exchange agreement with PubCo and POR pursuant to which POR Holdings agrees to exchange and transfer its Member Interests in POR, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet. Such exchange agreements between PubCo and such Members (collectively, the “Exchange Agreements”) shall contain representations, warranties and covenants consistent with the scope and content of the applicable terms and conditions of this Agreement, and shall provide that the Member Interests being sold by a Member pursuant to an Exchange Agreement (the “Rolled Shares”) are being sold and exchanged in part in return for the issuance by PubCo of the Merger Consideration consisting of shares in the capital stock of PubCo (the “Rollover Securities”) and that, if desired by such Member who is a Canadian Member and if applicable, section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute shall apply to the exchange of such Rolled Shares for the Rollover Securities. Verano shall use commercially reasonable efforts to facilitate the timely preparation and execution of the Exchange Agreements and to cooperate with the parties thereto. The consummation of such equity exchanges and transfers pursuant to the Exchange Agreements (the “Exchanges”) must occur prior to the Effective Time of the AME Merger and the POR Merger, as applicable, otherwise such Exchange Agreements Sub shall be null merged with and void into IDX, following which the separate existence of IDX Merger Sub shall cease and IDX shall continue as the applicable Member Interests surviving entity after the IDX Merger (referred to herein as Transitional IDX Entity) as a direct, wholly-owned Subsidiary of AME shall be included in and be part of the AME Merger and the applicable Member Interests of POR shall be included in and be part of the POR Merger. No party to an Exchange Agreement may amend, modify or waive any provision thereof without the prior written consent of Verano, which consent shall not be unreasonably withheld, conditioned or delayed. At the request of each such Canadian Member entering into an Exchange Agreement that desires that section 85 of the ITA be so applicable, PubCo and such Canadian Member shall covenant and agree, as applicable, to execute and deliver in a timely manner an election and any amended election pursuant to section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute in respect of the transfers contemplated by the Exchange Agreement at such elected amount requested by such Canadian Member, subject to the limitations set forth in the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute, and to otherwise cooperate in such regard with the intention that the election will result in the disposition of such Rolled Shares on a wholly or partially tax-deferred basis to such Canadian MemberL&F Holdings. (c) The consideration to be paid for all of Immediately following the Member Interests to be acquired pursuant IDX Merger, at the Effective Time, on the terms and subject to the Company Mergers and the Exchanges shall consist of an aggregate amount equal to (the “Merger Consideration”): (i) $35,000,000 in cash (the “Cash Consideration”); and (ii) the number of proportionate voting shares of PubCo, on an as-converted to subordinate voting share basis, and subordinate voting shares of PubCo (in such proportions as provided for conditions set forth herein and as set forth on the Consideration Spreadsheet) having an aggregate dollar value equal to (such aggregate dollar value of PubCo shares, the “Share Consideration”): (1) the difference between (A) the quotient of the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price) divided by 0.770495, minus (B) the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price), (2) plus (in the case of an excess) or minus (in the case of a deficiency) the aggregate amount of the Working Capital Adjustments for all Companies, (3) minus (in the case of a positive amount) or plus (in the case of a negative amount ) the aggregate amount of Closing Net Indebtedness for all Companies, (4) minus the aggregate amount of Transaction Expenses for all Companies. (d) The Share Consideration shall be comprised of an aggregate number of PubCo shares (on an as-converted to subordinate voting share basis) equal to the quotient of (i) the Share Consideration, divided by (ii) the Listing Price. Such shares of PubCo comprising the Share Consideration shall consist of both proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares, each in such class amounts as are in parity with the proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares of PubCo that are issued in the Verano Merger. The shares of PubCo to be issued in consideration of the Broker Fees shall be issued to the Persons set forth on Schedule 3.09 and shall reduce the amount of shares of PubCo comprising the Share Consideration otherwise issuable in the Company Mergers and the Exchange, and will be reflected on the Consideration Spreadsheet. Such shares of PubCo issued in satisfaction of the Broker Fee shall not be deemed part of the Share Consideration issued in the Company Mergers or the Exchanges. (e) All payments of the Cash Consideration shall be made by wire transfer of immediately available funds to the Exchange Agent, for distribution in accordance with the Consideration Spreadsheet, as follows: (i) $20,000,000 applicable provisions of the Cash Consideration DGCL and DLLCA, Transitional IDX Entity and IDX Forward Merger Sub shall consummate the IDX Forward Merger, pursuant to which Transitional IDX Entity shall be payable on merged with and into IDX Forward Merger Sub, following which the Closing Date; (ii) $10,000,000 separate existence of Transitional IDX Entity shall cease and IDX Forward Merger Sub shall continue as the Cash Consideration shall be payable on the six-month anniversary of the Closing Date; and (iii) $5,000,000 of the Cash Consideration shall be payable on the 12-month anniversary of the Closing Date (each such six-month and 12-month anniversary date, a “Payment Due Date”). (f) At the Closing, Verano shall cause PubCo to issue to each Member entitled to receive Cash Consideration an unsecured, interest free, convertible promissory note with a principal amount equal to the portion of the Cash Consideration payable to such Member surviving entity after the ClosingIDX Forward Merger as a direct, which shall be payable on the Payment Due Dates in the proportionate amounts set forth on Schedule 2.08(b) (each, a “Convertible Note”). Each Convertible Note shall provide that, at the option wholly-owned Subsidiary of the holder thereof, if all or any portion of the principal amount thereof that is due on a Payment Due Date is not timely paid, then such past due principal amount may be converted into subordinate voting shares and proportionate voting shares, based on an as-converted basis to subordinate voting shares, in the same proportion as the subordinate voting shares and proportionate voting shares of PubCo issued to Members at the Closing as set forth in the Consideration Spreadsheet; provided that the holder of the Convertible Note must exercise such conversion option in writing as provided in the Convertible Note no later than three Business Days after the applicable Payment Due Date. The number of shares issued upon conversion of such unpaid principal amount of a Convertible Note shall be based on the closing price of the subordinate voting shares of PubCo at the close of trading on the CSE on the trading day immediately preceding the date of the share issuances, which share issuances shall occur within three Business Days after receipt of such conversion notice. At the time of the conversion exercise, the holder must deliver a Lock-Up Acknowledgment with respect to such proportionate voting shares and subordinate voting shares issued pursuant to its Convertible NoteL&F Holdings. (g) The parties hereto acknowledge and agree that, in accordance with the Plan of Arrangement, all of the shares of capital stock of PubCo, including those issued to Members in the Company Mergers and to Members in the Exchanges as set forth on Schedule 2.08(b), shall be exchanged for the same number and class of shares of capital stock of the Resulting Issuer. For purposes of this Agreement, references to PubCo in the context of any point in time following the completion of the amalgamation of PubCo with BC Newco pursuant to the Arrangement and effectiveness of the Combination shall be deemed to refer to the Resulting Issuer.

The Mergers. (a) On At the Effective Time, on the terms and subject to the conditions set forth herein and in this Agreementaccordance with the applicable provisions of the DGCL and the DLLCA: (i) On BB Merger Sub shall consummate the Closing Date but prior to the Effective Time of any Company BB Merger, pursuant to which BB Merger Sub 1 will merge shall be merged with and into VeranoBB, and following which the separate corporate existence of BB Merger Sub 1 will shall cease and Verano will BB shall continue its existence under the DLLCA as the surviving entity in Surviving BB Entity after the Verano MergerBB Merger and as a direct, wholly-owned Subsidiary of Acquiror; (ii) On Myx Merger Sub shall consummate the Closing Date after the effectiveness of the Verano Myx Merger, pursuant to which Myx Merger Sub 2 will merge shall be merged with and into AMEMyx, and following which the separate corporate existence of Myx Merger Sub 2 will shall cease and AME will Myx shall continue its existence under the FRLLCA as the surviving entity in the AME Merger; (iii) On the Closing Date Surviving Myx Entity after the effectiveness of the AME Merger, Merger Sub 3 will merge with and into POR, and the separate corporate existence of Merger Sub 3 will cease and POR will continue its existence under the FRLLCA as the surviving entity in the POR Merger; and (iv) On the Closing Date after the effectiveness of the POR Merger, Merger Sub 4 will merge with and into RVC, and the separate corporate existence of Merger Sub 4 will cease and RVC will continue its existence under the FRLLCA as the surviving entity in the RVC Merger. As used in this Agreement, each of AME, POR and RVC may be referred to as the “Surviving Entity” as such Company continues its existence after giving effect to its respective Company Merger as set forth above. (b) Prior to the Closing Date, (i) each of the Canadian Members of AME set forth on Schedule 2.01(b) may, at their option, enter into exchange agreements with PubCo and AME pursuant to which such Canadian Members agree to exchange and transfer their Member Interests in AME, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet; and (ii) POR Holdings may, at its option, enter into an exchange agreement with PubCo and POR pursuant to which POR Holdings agrees to exchange and transfer its Member Interests in POR, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet. Such exchange agreements between PubCo and such Members (collectively, the “Exchange Agreements”) shall contain representations, warranties and covenants consistent with the scope and content of the applicable terms and conditions of this Agreement, and shall provide that the Member Interests being sold by a Member pursuant to an Exchange Agreement (the “Rolled Shares”) are being sold and exchanged in part in return for the issuance by PubCo of the Merger Consideration consisting of shares in the capital stock of PubCo (the “Rollover Securities”) and that, if desired by such Member who is a Canadian Member and if applicable, section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute shall apply to the exchange of such Rolled Shares for the Rollover Securities. Verano shall use commercially reasonable efforts to facilitate the timely preparation and execution of the Exchange Agreements and to cooperate with the parties thereto. The consummation of such equity exchanges and transfers pursuant to the Exchange Agreements (the “Exchanges”) must occur prior to the Effective Time of the AME Myx Merger and the POR Mergeras a direct, as applicable, otherwise such Exchange Agreements shall be null and void and the applicable Member Interests wholly-owned Subsidiary of AME shall be included in and be part of the AME Merger and the applicable Member Interests of POR shall be included in and be part of the POR Merger. No party to an Exchange Agreement may amend, modify or waive any provision thereof without the prior written consent of Verano, which consent shall not be unreasonably withheld, conditioned or delayed. At the request of each such Canadian Member entering into an Exchange Agreement that desires that section 85 of the ITA be so applicable, PubCo and such Canadian Member shall covenant and agree, as applicable, to execute and deliver in a timely manner an election and any amended election pursuant to section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute in respect of the transfers contemplated by the Exchange Agreement at such elected amount requested by such Canadian Member, subject to the limitations set forth in the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute, and to otherwise cooperate in such regard with the intention that the election will result in the disposition of such Rolled Shares on a wholly or partially tax-deferred basis to such Canadian Member. (c) The consideration to be paid for all of the Member Interests to be acquired pursuant to the Company Mergers and the Exchanges shall consist of an aggregate amount equal to (the “Merger Consideration”): (i) $35,000,000 in cash (the “Cash Consideration”); and (ii) the number of proportionate voting shares of PubCo, on an as-converted to subordinate voting share basis, and subordinate voting shares of PubCo (in such proportions as provided for herein and as set forth on the Consideration Spreadsheet) having an aggregate dollar value equal to (such aggregate dollar value of PubCo shares, the “Share Consideration”): (1) the difference between (A) the quotient of the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price) divided by 0.770495, minus (B) the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price), (2) plus (in the case of an excess) or minus (in the case of a deficiency) the aggregate amount of the Working Capital Adjustments for all Companies, (3) minus (in the case of a positive amount) or plus (in the case of a negative amount ) the aggregate amount of Closing Net Indebtedness for all Companies, (4) minus the aggregate amount of Transaction Expenses for all Companies. (d) The Share Consideration shall be comprised of an aggregate number of PubCo shares (on an as-converted to subordinate voting share basis) equal to the quotient of (i) the Share Consideration, divided by (ii) the Listing Price. Such shares of PubCo comprising the Share Consideration shall consist of both proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares, each in such class amounts as are in parity with the proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares of PubCo that are issued in the Verano Merger. The shares of PubCo to be issued in consideration of the Broker Fees shall be issued to the Persons set forth on Schedule 3.09 and shall reduce the amount of shares of PubCo comprising the Share Consideration otherwise issuable in the Company Mergers and the Exchange, and will be reflected on the Consideration Spreadsheet. Such shares of PubCo issued in satisfaction of the Broker Fee shall not be deemed part of the Share Consideration issued in the Company Mergers or the Exchanges. (e) All payments of the Cash Consideration shall be made by wire transfer of immediately available funds to the Exchange Agent, for distribution in accordance with the Consideration Spreadsheet, as follows: (i) $20,000,000 of the Cash Consideration shall be payable on the Closing Date; (ii) $10,000,000 of the Cash Consideration shall be payable on the six-month anniversary of the Closing DateAcquiror; and (iii) $5,000,000 Immediately following the consummation of the Cash Consideration BB Merger, the Surviving BB Entity shall consummate the Acquiror Merger, pursuant to which the Surviving BB Entity shall be payable on merged with and into Acquiror, following which the 12-month anniversary separate existence of the Closing Date (each such six-month Surviving BB Entity shall cease and 12-month anniversary date, a “Payment Due Date”). (f) At Acquiror shall continue as the Closing, Verano shall cause PubCo to issue to each Member entitled to receive Cash Consideration an unsecured, interest free, convertible promissory note with a principal amount equal to the portion of the Cash Consideration payable to such Member Surviving Acquiror Entity after the Closing, which shall be payable on the Payment Due Dates in the proportionate amounts set forth on Schedule 2.08(b) (each, a “Convertible Note”). Each Convertible Note shall provide that, at the option of the holder thereof, if all or any portion of the principal amount thereof that is due on a Payment Due Date is not timely paid, then such past due principal amount may be converted into subordinate voting shares and proportionate voting shares, based on an as-converted basis to subordinate voting shares, in the same proportion as the subordinate voting shares and proportionate voting shares of PubCo issued to Members at the Closing as set forth in the Consideration Spreadsheet; provided that the holder of the Convertible Note must exercise such conversion option in writing as provided in the Convertible Note no later than three Business Days after the applicable Payment Due Date. The number of shares issued upon conversion of such unpaid principal amount of a Convertible Note shall be based on the closing price of the subordinate voting shares of PubCo at the close of trading on the CSE on the trading day immediately preceding the date of the share issuances, which share issuances shall occur within three Business Days after receipt of such conversion notice. At the time of the conversion exercise, the holder must deliver a Lock-Up Acknowledgment with respect to such proportionate voting shares and subordinate voting shares issued pursuant to its Convertible NoteAcquiror Merger. (g) The parties hereto acknowledge and agree that, in accordance with the Plan of Arrangement, all of the shares of capital stock of PubCo, including those issued to Members in the Company Mergers and to Members in the Exchanges as set forth on Schedule 2.08(b), shall be exchanged for the same number and class of shares of capital stock of the Resulting Issuer. For purposes of this Agreement, references to PubCo in the context of any point in time following the completion of the amalgamation of PubCo with BC Newco pursuant to the Arrangement and effectiveness of the Combination shall be deemed to refer to the Resulting Issuer.

The Mergers. (a) On Upon the terms and subject to the conditions set forth in of this Agreement:, on the Closing Date (as defined below), OpCo Merger Sub shall be merged with and into the Company in accordance with this Agreement and the DLLCA. As a result of the OpCo Merger, OpCo Merger Sub shall cease to exist and the Company shall continue as the surviving company of the OpCo Merger (the “Surviving Company”). (b) Upon the terms and subject to the conditions of this Agreement, immediately following the OpCo Merger, (i) On the Closing Date but prior to the Effective Time of any Company Merger, Merger Sub 1 MergerCo1 will merge with and into VeranoFTV Blocker with FTV Blocker surviving in accordance with this Agreement, and the separate corporate existence of Merger Sub 1 will cease and Verano will continue its existence under the DLLCA as the surviving entity in the Verano Merger; (ii) On the Closing Date after the effectiveness immediately thereafter, and as part of the Verano Mergera single integrated transaction, Merger Sub 2 FTV Blocker will merge with and into AME, Holdings I with Holdings I surviving in accordance with this Agreement and the separate corporate existence DGCL and DLLCA, as applicable, in the FTV Blocker Mergers. As a result of Merger Sub 2 will the FTV Blocker Mergers, FTV Blocker shall cease to exist and AME will Holdings I shall continue its existence under the FRLLCA as the surviving entity in company of the AME Merger;FTV Blocker Mergers (the “FTV Surviving Company”). (iiic) On Upon the Closing Date after terms and subject to the effectiveness conditions of this Agreement, immediately following the AME MergerFTV Blocker Mergers, Merger Sub 3 (i) MergerCo2 will merge with and into POR▇▇▇▇▇ ▇▇▇▇▇▇▇ with ▇▇▇▇▇ ▇▇▇▇▇▇▇ surviving in accordance with this Agreement, and the separate corporate existence (ii) immediately thereafter, and as part of Merger Sub 3 will cease and POR will continue its existence under the FRLLCA as the surviving entity in the POR Merger; and (iv) On the Closing Date after the effectiveness of the POR Mergera single integrated transaction, Merger Sub 4 ▇▇▇▇▇ ▇▇▇▇▇▇▇ will merge with and into RVC, Holdings II with Holdings II surviving in accordance with this Agreement and the separate corporate existence of Merger Sub 4 will cease DGCL and RVC will continue its existence under the FRLLCA as the surviving entity in the RVC Merger. As used in this Agreement, each of AME, POR and RVC may be referred to as the “Surviving Entity” as such Company continues its existence after giving effect to its respective Company Merger as set forth above. (b) Prior to the Closing Date, (i) each of the Canadian Members of AME set forth on Schedule 2.01(b) may, at their option, enter into exchange agreements with PubCo and AME pursuant to which such Canadian Members agree to exchange and transfer their Member Interests in AME, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet; and (ii) POR Holdings may, at its option, enter into an exchange agreement with PubCo and POR pursuant to which POR Holdings agrees to exchange and transfer its Member Interests in POR, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet. Such exchange agreements between PubCo and such Members (collectively, the “Exchange Agreements”) shall contain representations, warranties and covenants consistent with the scope and content of the applicable terms and conditions of this Agreement, and shall provide that the Member Interests being sold by a Member pursuant to an Exchange Agreement (the “Rolled Shares”) are being sold and exchanged in part in return for the issuance by PubCo of the Merger Consideration consisting of shares in the capital stock of PubCo (the “Rollover Securities”) and that, if desired by such Member who is a Canadian Member and if applicable, section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute shall apply to the exchange of such Rolled Shares for the Rollover Securities. Verano shall use commercially reasonable efforts to facilitate the timely preparation and execution of the Exchange Agreements and to cooperate with the parties thereto. The consummation of such equity exchanges and transfers pursuant to the Exchange Agreements (the “Exchanges”) must occur prior to the Effective Time of the AME Merger and the POR MergerDLLCA, as applicable, otherwise such Exchange Agreements shall be null and void and in the applicable Member Interests of AME shall be included in and be part ▇▇▇▇▇ ▇▇▇▇▇▇▇ Mergers. As a result of the AME Merger ▇▇▇▇▇ ▇▇▇▇▇▇▇ Mergers, ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall cease to exist and Holdings II shall continue as the applicable Member Interests of POR shall be included in and be part surviving company of the POR Merger. No party to an Exchange Agreement may amend, modify or waive any provision thereof without the prior written consent of Verano, which consent shall not be unreasonably withheld, conditioned or delayed. At the request of each such Canadian Member entering into an Exchange Agreement that desires that section 85 of the ITA be so applicable, PubCo and such Canadian Member shall covenant and agree, as applicable, to execute and deliver in a timely manner an election and any amended election pursuant to section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute in respect of the transfers contemplated by the Exchange Agreement at such elected amount requested by such Canadian Member, subject to the limitations set forth in the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute, and to otherwise cooperate in such regard with the intention that the election will result in the disposition of such Rolled Shares on a wholly or partially tax-deferred basis to such Canadian Member. (c) The consideration to be paid for all of the Member Interests to be acquired pursuant to the Company ▇▇▇▇▇ ▇▇▇▇▇▇▇ Mergers and the Exchanges shall consist of an aggregate amount equal to (the “Merger Consideration”): (i) $35,000,000 in cash (the “Cash Consideration”); and (ii) the number of proportionate voting shares of PubCo, on an as-converted to subordinate voting share basis, and subordinate voting shares of PubCo (in such proportions as provided for herein and as set forth on the Consideration Spreadsheet) having an aggregate dollar value equal to (such aggregate dollar value of PubCo shares, the “Share Consideration”): (1) the difference between (A) the quotient of the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price) divided by 0.770495, minus (B) the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price), (2) plus (in the case of an excess) or minus (in the case of a deficiency) the aggregate amount of the Working Capital Adjustments for all Companies, (3) minus (in the case of a positive amount) or plus (in the case of a negative amount ) the aggregate amount of Closing Net Indebtedness for all Companies, (4) minus the aggregate amount of Transaction Expenses for all Companies. (d) The Share Consideration shall be comprised of an aggregate number of PubCo shares (on an as-converted to subordinate voting share basis) equal to the quotient of (i) the Share Consideration, divided by (ii) the Listing Price. Such shares of PubCo comprising the Share Consideration shall consist of both proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares, each in such class amounts as are in parity with the proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares of PubCo that are issued in the Verano Merger. The shares of PubCo to be issued in consideration of the Broker Fees shall be issued to the Persons set forth on Schedule 3.09 and shall reduce the amount of shares of PubCo comprising the Share Consideration otherwise issuable in the Company Mergers and the Exchange, and will be reflected on the Consideration Spreadsheet. Such shares of PubCo issued in satisfaction of the Broker Fee shall not be deemed part of the Share Consideration issued in the Company Mergers or the Exchanges. (e) All payments of the Cash Consideration shall be made by wire transfer of immediately available funds to the Exchange Agent, for distribution in accordance with the Consideration Spreadsheet, as follows: (i) $20,000,000 of the Cash Consideration shall be payable on the Closing Date; (ii) $10,000,000 of the Cash Consideration shall be payable on the six-month anniversary of the Closing Date; and (iii) $5,000,000 of the Cash Consideration shall be payable on the 12-month anniversary of the Closing Date (each such six-month and 12-month anniversary date, a “Payment Due DateTiger Surviving Company”). (f) At the Closing, Verano shall cause PubCo to issue to each Member entitled to receive Cash Consideration an unsecured, interest free, convertible promissory note with a principal amount equal to the portion of the Cash Consideration payable to such Member after the Closing, which shall be payable on the Payment Due Dates in the proportionate amounts set forth on Schedule 2.08(b) (each, a “Convertible Note”). Each Convertible Note shall provide that, at the option of the holder thereof, if all or any portion of the principal amount thereof that is due on a Payment Due Date is not timely paid, then such past due principal amount may be converted into subordinate voting shares and proportionate voting shares, based on an as-converted basis to subordinate voting shares, in the same proportion as the subordinate voting shares and proportionate voting shares of PubCo issued to Members at the Closing as set forth in the Consideration Spreadsheet; provided that the holder of the Convertible Note must exercise such conversion option in writing as provided in the Convertible Note no later than three Business Days after the applicable Payment Due Date. The number of shares issued upon conversion of such unpaid principal amount of a Convertible Note shall be based on the closing price of the subordinate voting shares of PubCo at the close of trading on the CSE on the trading day immediately preceding the date of the share issuances, which share issuances shall occur within three Business Days after receipt of such conversion notice. At the time of the conversion exercise, the holder must deliver a Lock-Up Acknowledgment with respect to such proportionate voting shares and subordinate voting shares issued pursuant to its Convertible Note. (g) The parties hereto acknowledge and agree that, in accordance with the Plan of Arrangement, all of the shares of capital stock of PubCo, including those issued to Members in the Company Mergers and to Members in the Exchanges as set forth on Schedule 2.08(b), shall be exchanged for the same number and class of shares of capital stock of the Resulting Issuer. For purposes of this Agreement, references to PubCo in the context of any point in time following the completion of the amalgamation of PubCo with BC Newco pursuant to the Arrangement and effectiveness of the Combination shall be deemed to refer to the Resulting Issuer.

The Mergers. (a) On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DLLCA or DGCL, as applicable: (ia) On at the Closing Date but prior to the Blocker Merger 1 Effective Time of any Company MergerTime, Merger Sub 1 will merge shall be merged with and into VeranoBlocker 1, and the separate corporate existence of Merger Sub 1 will shall cease and Verano will Blocker 1 shall continue its existence under the DLLCA as the surviving entity in corporation and as a wholly‑owned Subsidiary of Parent (the Verano Merger“Surviving Blocker 1”); (iib) On at the Closing Date after the effectiveness of the Verano MergerBlocker Merger 2 Effective Time, Merger Sub 2 will merge shall be merged with and into AMEBlocker 2, and the separate corporate existence of Merger Sub 2 will shall cease and AME will Blocker 2 shall continue its existence under the FRLLCA as the surviving entity in limited liability company and as a wholly‑owned Subsidiary of Parent (the AME Merger“Surviving Blocker 2”); (iiic) On at the Closing Date after the effectiveness of the AME MergerBlocker Merger 3 Effective Time, Merger Sub 3 will merge shall be merged with and into PORBlocker 3, and the separate corporate existence of Merger Sub 3 will shall cease and POR will Blocker 3 shall continue its existence under the FRLLCA as the surviving entity in limited liability company and as a wholly‑owned Subsidiary of Parent (the POR Merger; and“Surviving Blocker 3”); (ivd) On at the Closing Date after the effectiveness of the POR MergerBlocker Merger 4 Effective Time, Merger Sub 4 will merge shall be merged with and into RVCBlocker 4, and the separate corporate existence of Merger Sub 4 will shall cease and RVC will Blocker 4 shall continue its existence under the FRLLCA as the surviving entity in the RVC Merger. As used in this Agreement, each limited liability company and as a wholly‑owned Subsidiary of AME, POR and RVC may be referred to as Parent (the “Surviving Entity” as such Company continues its existence after giving effect to its respective Company Merger as set forth above.Blocker 4”); (be) Prior to at the Closing DateBlocker Merger 5 Effective Time, Merger Sub 5 shall be merged with and into Blocker 5, the separate corporate existence of Merger Sub 5 shall cease and Blocker 5 shall continue as the surviving limited liability company and as a wholly‑owned Subsidiary of Parent (i) each of the Canadian Members of AME set forth on Schedule 2.01(b) may“Surviving Blocker 5” and together with Surviving Blocker 1, at their optionSurviving Blocker 2, enter into exchange agreements with PubCo and AME pursuant to which such Canadian Members agree to exchange and transfer their Member Interests in AMESurviving Blocker 3, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet; and (ii) POR Holdings may, at its option, enter into an exchange agreement with PubCo and POR pursuant to which POR Holdings agrees to exchange and transfer its Member Interests in POR, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet. Such exchange agreements between PubCo and such Members (collectivelySurviving Blocker 4, the “Exchange Agreements”) shall contain representations, warranties and covenants consistent with the scope and content of the applicable terms and conditions of this Agreement, and shall provide that the Member Interests being sold by a Member pursuant to an Exchange Agreement (the “Rolled Shares”) are being sold and exchanged in part in return for the issuance by PubCo of the Merger Consideration consisting of shares in the capital stock of PubCo (the “Rollover Securities”) and that, if desired by such Member who is a Canadian Member and if applicable, section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute shall apply to the exchange of such Rolled Shares for the Rollover Securities. Verano shall use commercially reasonable efforts to facilitate the timely preparation and execution of the Exchange Agreements and to cooperate with the parties thereto. The consummation of such equity exchanges and transfers pursuant to the Exchange Agreements (the “Exchanges”) must occur prior to the Effective Time of the AME Merger and the POR Merger, as applicable, otherwise such Exchange Agreements shall be null and void and the applicable Member Interests of AME shall be included in and be part of the AME Merger and the applicable Member Interests of POR shall be included in and be part of the POR Merger. No party to an Exchange Agreement may amend, modify or waive any provision thereof without the prior written consent of Verano, which consent shall not be unreasonably withheld, conditioned or delayed. At the request of each such Canadian Member entering into an Exchange Agreement that desires that section 85 of the ITA be so applicable, PubCo and such Canadian Member shall covenant and agree, as applicable, to execute and deliver in a timely manner an election and any amended election pursuant to section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute in respect of the transfers contemplated by the Exchange Agreement at such elected amount requested by such Canadian Member, subject to the limitations set forth in the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute, and to otherwise cooperate in such regard with the intention that the election will result in the disposition of such Rolled Shares on a wholly or partially tax-deferred basis to such Canadian Member. (c) The consideration to be paid for all of the Member Interests to be acquired pursuant to the Company Mergers and the Exchanges shall consist of an aggregate amount equal to (the “Merger Consideration”): (i) $35,000,000 in cash (the “Cash ConsiderationSurviving Blockers”); and (iif) at the number of proportionate voting shares of PubCoCompany Merger Effective Time, on an as-converted to subordinate voting share basis, Company Merger Sub shall be merged with and subordinate voting shares of PubCo (in such proportions as provided for herein and as set forth on into the Consideration Spreadsheet) having an aggregate dollar value equal to (such aggregate dollar value of PubCo sharesCompany, the “Share Consideration”): (1) separate corporate existence of Company Merger Sub shall cease and the difference between (A) Company shall continue as the quotient of the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price) divided by 0.770495, minus (B) the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price), (2) plus (in the case of an excess) or minus (in the case of a deficiency) the aggregate amount of the Working Capital Adjustments for all Companies, (3) minus (in the case of a positive amount) or plus (in the case of a negative amount ) the aggregate amount of Closing Net Indebtedness for all Companies, (4) minus the aggregate amount of Transaction Expenses for all Companies. (d) The Share Consideration surviving limited liability company and shall be comprised of an aggregate number of PubCo shares (on an aswholly-converted to subordinate voting share basis) equal to the quotient of (i) the Share Consideration, divided owned by (ii) the Listing Price. Such shares of PubCo comprising the Share Consideration shall consist of both proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares, each in such class amounts as are in parity with the proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares of PubCo that are issued in the Verano Merger. The shares of PubCo to be issued in consideration of the Broker Fees shall be issued to the Persons set forth on Schedule 3.09 and shall reduce the amount of shares of PubCo comprising the Share Consideration otherwise issuable in the Company Mergers Parent and the Exchange, and will be reflected on Surviving Blockers (the Consideration Spreadsheet. Such shares of PubCo issued in satisfaction of the Broker Fee shall not be deemed part of the Share Consideration issued in the Company Mergers or the Exchanges. (e) All payments of the Cash Consideration shall be made by wire transfer of immediately available funds to the Exchange Agent, for distribution in accordance with the Consideration Spreadsheet, as follows: (i) $20,000,000 of the Cash Consideration shall be payable on the Closing Date; (ii) $10,000,000 of the Cash Consideration shall be payable on the six-month anniversary of the Closing Date; and (iii) $5,000,000 of the Cash Consideration shall be payable on the 12-month anniversary of the Closing Date (each such six-month and 12-month anniversary date, a “Payment Due DateSurviving Company”). (f) At the Closing, Verano shall cause PubCo to issue to each Member entitled to receive Cash Consideration an unsecured, interest free, convertible promissory note with a principal amount equal to the portion of the Cash Consideration payable to such Member after the Closing, which shall be payable on the Payment Due Dates in the proportionate amounts set forth on Schedule 2.08(b) (each, a “Convertible Note”). Each Convertible Note shall provide that, at the option of the holder thereof, if all or any portion of the principal amount thereof that is due on a Payment Due Date is not timely paid, then such past due principal amount may be converted into subordinate voting shares and proportionate voting shares, based on an as-converted basis to subordinate voting shares, in the same proportion as the subordinate voting shares and proportionate voting shares of PubCo issued to Members at the Closing as set forth in the Consideration Spreadsheet; provided that the holder of the Convertible Note must exercise such conversion option in writing as provided in the Convertible Note no later than three Business Days after the applicable Payment Due Date. The number of shares issued upon conversion of such unpaid principal amount of a Convertible Note shall be based on the closing price of the subordinate voting shares of PubCo at the close of trading on the CSE on the trading day immediately preceding the date of the share issuances, which share issuances shall occur within three Business Days after receipt of such conversion notice. At the time of the conversion exercise, the holder must deliver a Lock-Up Acknowledgment with respect to such proportionate voting shares and subordinate voting shares issued pursuant to its Convertible Note. (g) The parties hereto acknowledge and agree that, in accordance with the Plan of Arrangement, all of the shares of capital stock of PubCo, including those issued to Members in the Company Mergers and to Members in the Exchanges as set forth on Schedule 2.08(b), shall be exchanged for the same number and class of shares of capital stock of the Resulting Issuer. For purposes of this Agreement, references to PubCo in the context of any point in time following the completion of the amalgamation of PubCo with BC Newco pursuant to the Arrangement and effectiveness of the Combination shall be deemed to refer to the Resulting Issuer.

The Mergers. (a) On At the First Effective Time and upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement: (i) On , and in accordance with the Closing Date but prior to Cayman Act and the Effective Time of any Company MergerMerger Filing Documents, Merger Sub 1 I will merge be merged with and into VeranoSPAC, whereupon the separate existence of Merger Sub I will cease, and SPAC will survive the Merger as a wholly owned subsidiary of the Company (the surviving entity in the First Merger, the “First Surviving Subsidiary”). At the First Effective Time, the First Merger shall have the effects provided in this Agreement, the Merger Filing Documents and as specified by the Cayman Act. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, all the property, rights, privileges, agreements, powers, franchises, Liabilities and duties of SPAC and Merger Sub I shall vest in and become the property, rights, privileges, agreements, powers, franchises, Liabilities and duties of the First Surviving Subsidiary (including all rights and obligations with respect to the Trust Account), which shall include the assumption by the First Surviving Subsidiary of any and all agreements, covenants, duties and obligations of SPAC and Merger Sub I set forth in this Agreement and the other Transaction Documents to which SPAC or Merger Sub I is a party, and the First Surviving Subsidiary shall thereafter exist as a wholly owned subsidiary of the Company and the separate corporate existence of Merger Sub 1 I shall cease to exist. (b) At the Second Effective Time and upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the Cayman Act and the Merger Filing Documents, the First Surviving Subsidiary will cease be merged with and Verano into Merger Sub II, whereupon the separate existence of the First Surviving Subsidiary will continue its existence under cease, and Merger Sub II will survive the DLLCA Merger as a wholly owned Subsidiary of the Company (the surviving entity in the Verano Second Merger; (ii) On , the Closing Date after “Second Surviving Subsidiary”). At the effectiveness Second Effective Time, the Second Merger shall have the effects provided in this Agreement, the Merger Filing Documents and as specified by the Cayman Act. Without limiting the generality of the Verano Mergerforegoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, agreements, powers, franchises, Liabilities and duties of the First Surviving Subsidiary and Merger Sub 2 will merge II shall vest in and become the property, rights, privileges, agreements, powers, franchises, Liabilities and duties of the Second Surviving Subsidiary (including all rights and obligations with respect to the Trust Account), which shall include the assumption by the Second Surviving Subsidiary of any and into AMEall agreements, covenants, duties and obligations of the First Surviving Subsidiary and Merger Sub II set forth in this Agreement and the other Transaction Documents to which SPAC or Merger Sub II is a party, and the Second Surviving Subsidiary shall thereafter exist as a wholly owned Subsidiary of the Company and the separate corporate existence of Merger Sub 2 will the First Surviving Subsidiary shall cease and AME will continue its existence under the FRLLCA as the surviving entity in the AME Merger; (iii) On the Closing Date after the effectiveness of the AME Merger, Merger Sub 3 will merge with and into POR, and the separate corporate existence of Merger Sub 3 will cease and POR will continue its existence under the FRLLCA as the surviving entity in the POR Merger; and (iv) On the Closing Date after the effectiveness of the POR Merger, Merger Sub 4 will merge with and into RVC, and the separate corporate existence of Merger Sub 4 will cease and RVC will continue its existence under the FRLLCA as the surviving entity in the RVC Merger. As used in this Agreement, each of AME, POR and RVC may be referred to as the “Surviving Entity” as such Company continues its existence after giving effect to its respective Company Merger as set forth aboveexist. (b) Prior to the Closing Date, (i) each of the Canadian Members of AME set forth on Schedule 2.01(b) may, at their option, enter into exchange agreements with PubCo and AME pursuant to which such Canadian Members agree to exchange and transfer their Member Interests in AME, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet; and (ii) POR Holdings may, at its option, enter into an exchange agreement with PubCo and POR pursuant to which POR Holdings agrees to exchange and transfer its Member Interests in POR, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet. Such exchange agreements between PubCo and such Members (collectively, the “Exchange Agreements”) shall contain representations, warranties and covenants consistent with the scope and content of the applicable terms and conditions of this Agreement, and shall provide that the Member Interests being sold by a Member pursuant to an Exchange Agreement (the “Rolled Shares”) are being sold and exchanged in part in return for the issuance by PubCo of the Merger Consideration consisting of shares in the capital stock of PubCo (the “Rollover Securities”) and that, if desired by such Member who is a Canadian Member and if applicable, section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute shall apply to the exchange of such Rolled Shares for the Rollover Securities. Verano shall use commercially reasonable efforts to facilitate the timely preparation and execution of the Exchange Agreements and to cooperate with the parties thereto. The consummation of such equity exchanges and transfers pursuant to the Exchange Agreements (the “Exchanges”) must occur prior to the Effective Time of the AME Merger and the POR Merger, as applicable, otherwise such Exchange Agreements shall be null and void and the applicable Member Interests of AME shall be included in and be part of the AME Merger and the applicable Member Interests of POR shall be included in and be part of the POR Merger. No party to an Exchange Agreement may amend, modify or waive any provision thereof without the prior written consent of Verano, which consent shall not be unreasonably withheld, conditioned or delayed. At the request of each such Canadian Member entering into an Exchange Agreement that desires that section 85 of the ITA be so applicable, PubCo and such Canadian Member shall covenant and agree, as applicable, to execute and deliver in a timely manner an election and any amended election pursuant to section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute in respect of the transfers contemplated by the Exchange Agreement at such elected amount requested by such Canadian Member, subject to the limitations set forth in the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute, and to otherwise cooperate in such regard with the intention that the election will result in the disposition of such Rolled Shares on a wholly or partially tax-deferred basis to such Canadian Member. (c) The consideration to be paid for all of the Member Interests to be acquired pursuant to the Company Mergers and the Exchanges shall consist of an aggregate amount equal to (the “Merger Consideration”): (i) $35,000,000 in cash (the “Cash Consideration”); and (ii) the number of proportionate voting shares of PubCo, on an as-converted to subordinate voting share basis, and subordinate voting shares of PubCo (in such proportions as provided for herein and as set forth on the Consideration Spreadsheet) having an aggregate dollar value equal to (such aggregate dollar value of PubCo shares, the “Share Consideration”): (1) the difference between (A) the quotient of the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price) divided by 0.770495, minus (B) the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price), (2) plus (in the case of an excess) or minus (in the case of a deficiency) the aggregate amount of the Working Capital Adjustments for all Companies, (3) minus (in the case of a positive amount) or plus (in the case of a negative amount ) the aggregate amount of Closing Net Indebtedness for all Companies, (4) minus the aggregate amount of Transaction Expenses for all Companies. (d) The Share Consideration shall be comprised of an aggregate number of PubCo shares (on an as-converted to subordinate voting share basis) equal to the quotient of (i) the Share Consideration, divided by (ii) the Listing Price. Such shares of PubCo comprising the Share Consideration shall consist of both proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares, each in such class amounts as are in parity with the proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares of PubCo that are issued in the Verano Merger. The shares of PubCo to be issued in consideration of the Broker Fees shall be issued to the Persons set forth on Schedule 3.09 and shall reduce the amount of shares of PubCo comprising the Share Consideration otherwise issuable in the Company Mergers and the Exchange, and will be reflected on the Consideration Spreadsheet. Such shares of PubCo issued in satisfaction of the Broker Fee shall not be deemed part of the Share Consideration issued in the Company Mergers or the Exchanges. (e) All payments of the Cash Consideration shall be made by wire transfer of immediately available funds to the Exchange Agent, for distribution in accordance with the Consideration Spreadsheet, as follows: (i) $20,000,000 of the Cash Consideration shall be payable on the Closing Date; (ii) $10,000,000 of the Cash Consideration shall be payable on the six-month anniversary of the Closing Date; and (iii) $5,000,000 of the Cash Consideration shall be payable on the 12-month anniversary of the Closing Date (each such six-month and 12-month anniversary date, a “Payment Due Date”). (f) At the Closing, Verano shall cause PubCo to issue to each Member entitled to receive Cash Consideration an unsecured, interest free, convertible promissory note with a principal amount equal to the portion of the Cash Consideration payable to such Member after the Closing, which shall be payable on the Payment Due Dates in the proportionate amounts set forth on Schedule 2.08(b) (each, a “Convertible Note”). Each Convertible Note shall provide that, at the option of the holder thereof, if all or any portion of the principal amount thereof that is due on a Payment Due Date is not timely paid, then such past due principal amount may be converted into subordinate voting shares and proportionate voting shares, based on an as-converted basis to subordinate voting shares, in the same proportion as the subordinate voting shares and proportionate voting shares of PubCo issued to Members at the Closing as set forth in the Consideration Spreadsheet; provided that the holder of the Convertible Note must exercise such conversion option in writing as provided in the Convertible Note no later than three Business Days after the applicable Payment Due Date. The number of shares issued upon conversion of such unpaid principal amount of a Convertible Note shall be based on the closing price of the subordinate voting shares of PubCo at the close of trading on the CSE on the trading day immediately preceding the date of the share issuances, which share issuances shall occur within three Business Days after receipt of such conversion notice. At the time of the conversion exercise, the holder must deliver a Lock-Up Acknowledgment with respect to such proportionate voting shares and subordinate voting shares issued pursuant to its Convertible Note. (g) The parties hereto acknowledge and agree that, in accordance with the Plan of Arrangement, all of the shares of capital stock of PubCo, including those issued to Members in the Company Mergers and to Members in the Exchanges as set forth on Schedule 2.08(b), shall be exchanged for the same number and class of shares of capital stock of the Resulting Issuer. For purposes of this Agreement, references to PubCo in the context of any point in time following the completion of the amalgamation of PubCo with BC Newco pursuant to the Arrangement and effectiveness of the Combination shall be deemed to refer to the Resulting Issuer.

The Mergers. (a) On the Closing Date, simultaneously with the other Mergers, upon the terms and subject to the conditions set forth in of this Agreement: (i) On , and in accordance with the Closing Date but prior to DGCL, Merger Sub I shall be merged with and into Tastemaker. As a result of the Effective Time of any Company First Merger, Merger Sub 1 will merge with I shall cease to exist and into Verano, and the separate corporate existence of Merger Sub 1 will cease and Verano will Tastemaker shall continue its existence under the DLLCA as the surviving entity in the Verano Merger; (ii) On the Closing Date after the effectiveness company of the Verano Merger, First Merger Sub 2 will merge with and into AME, and the separate corporate existence of Merger Sub 2 will cease and AME will continue its existence under the FRLLCA as the surviving entity in the AME Merger; (iii) On the Closing Date after the effectiveness of the AME Merger, Merger Sub 3 will merge with and into POR, and the separate corporate existence of Merger Sub 3 will cease and POR will continue its existence under the FRLLCA as the surviving entity in the POR Merger; and (iv) On the Closing Date after the effectiveness of the POR Merger, Merger Sub 4 will merge with and into RVC, and the separate corporate existence of Merger Sub 4 will cease and RVC will continue its existence under the FRLLCA as the surviving entity in the RVC Merger. As used in this Agreement, each of AME, POR and RVC may be referred to as the “First Surviving Entity” as such Company continues its existence after giving effect to its respective Company Merger as set forth aboveCompany”) and shall become a wholly-owned Subsidiary of Parentco. (b) Prior to On the Closing Date, (i) each of the Canadian Members of AME set forth on Schedule 2.01(b) may, at their option, enter into exchange agreements with PubCo and AME pursuant to which such Canadian Members agree to exchange and transfer their Member Interests in AME, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet; and (ii) POR Holdings may, at its option, enter into an exchange agreement with PubCo and POR pursuant to which POR Holdings agrees to exchange and transfer its Member Interests in POR, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet. Such exchange agreements between PubCo and such Members (collectively, the “Exchange Agreements”) shall contain representations, warranties and covenants consistent simultaneously with the scope and content of other Mergers, upon the applicable terms and subject to the conditions of this Agreement, and in accordance with the OGCL and the OLLCA, Merger Sub II shall provide that be merged with and into QGM. As a result of the Member Interests being sold by a Member pursuant Second Merger, Merger Sub II shall cease to an Exchange Agreement exist and QGM shall continue as the surviving company of the Second Merger (the “Rolled Shares”) are being sold and exchanged in part in return for the issuance by PubCo of the Merger Consideration consisting of shares in the capital stock of PubCo (the “Rollover SecuritiesSecond Surviving Company”) and that, if desired by such Member who is shall become a Canadian Member and if applicable, section 85 wholly-owned Subsidiary of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute shall apply to the exchange of such Rolled Shares for the Rollover Securities. Verano shall use commercially reasonable efforts to facilitate the timely preparation and execution of the Exchange Agreements and to cooperate with the parties thereto. The consummation of such equity exchanges and transfers pursuant to the Exchange Agreements (the “Exchanges”) must occur prior to the Effective Time of the AME Merger and the POR Merger, as applicable, otherwise such Exchange Agreements shall be null and void and the applicable Member Interests of AME shall be included in and be part of the AME Merger and the applicable Member Interests of POR shall be included in and be part of the POR Merger. No party to an Exchange Agreement may amend, modify or waive any provision thereof without the prior written consent of Verano, which consent shall not be unreasonably withheld, conditioned or delayed. At the request of each such Canadian Member entering into an Exchange Agreement that desires that section 85 of the ITA be so applicable, PubCo and such Canadian Member shall covenant and agree, as applicable, to execute and deliver in a timely manner an election and any amended election pursuant to section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute in respect of the transfers contemplated by the Exchange Agreement at such elected amount requested by such Canadian Member, subject to the limitations set forth in the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute, and to otherwise cooperate in such regard with the intention that the election will result in the disposition of such Rolled Shares on a wholly or partially tax-deferred basis to such Canadian MemberParentco. (c) The consideration On the Closing Date, simultaneously with the other Mergers, upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, Merger Sub III shall be paid for all merged with and into J&M. As a result of the Member Interests Third Merger, Merger Sub III shall cease to be acquired pursuant to exist and J&M shall continue as the Company Mergers and surviving company of the Exchanges shall consist of an aggregate amount equal to Third Merger (the “Merger ConsiderationThird Surviving Company”): (i) $35,000,000 in cash (the “Cash Consideration”); and (ii) the number and shall become a wholly-owned Subsidiary of proportionate voting shares of PubCo, on an as-converted to subordinate voting share basis, and subordinate voting shares of PubCo (in such proportions as provided for herein and as set forth on the Consideration Spreadsheet) having an aggregate dollar value equal to (such aggregate dollar value of PubCo shares, the “Share Consideration”): (1) the difference between (A) the quotient of the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price) divided by 0.770495, minus (B) the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price), (2) plus (in the case of an excess) or minus (in the case of a deficiency) the aggregate amount of the Working Capital Adjustments for all Companies, (3) minus (in the case of a positive amount) or plus (in the case of a negative amount ) the aggregate amount of Closing Net Indebtedness for all Companies, (4) minus the aggregate amount of Transaction Expenses for all CompaniesParentco. (d) The Share Consideration On the Closing Date, simultaneously with the other Mergers, upon the terms and subject to the conditions of this Agreement, and in accordance with the OGCL and the OLLCA, Merger Sub IV shall be comprised of an aggregate number of PubCo shares (on an as-converted to subordinate voting share basis) equal to the quotient of (i) the Share Consideration, divided by (ii) the Listing Price. Such shares of PubCo comprising the Share Consideration shall consist of both proportionate voting shares, calculated on an as converted to subordinate voting share basis, merged with and subordinate voting shares, each in such class amounts as are in parity with the proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares of PubCo that are issued in the Verano Merger. The shares of PubCo to be issued in consideration into L&L. As a result of the Broker Fees Fourth Merger, Merger Sub IV shall be issued cease to exist and L&L shall continue as the Persons set forth on Schedule 3.09 surviving company of the Fourth Merger (the “Fourth Surviving Company”) and shall reduce the amount become a wholly-owned Subsidiary of shares of PubCo comprising the Share Consideration otherwise issuable in the Company Mergers and the Exchange, and will be reflected on the Consideration Spreadsheet. Such shares of PubCo issued in satisfaction of the Broker Fee shall not be deemed part of the Share Consideration issued in the Company Mergers or the ExchangesParentco. (e) All payments of On the Cash Consideration shall be made by wire transfer of immediately available funds Closing Date, simultaneously with the other Mergers, upon the terms and subject to the Exchange Agentconditions of this Agreement, for distribution and in accordance with the Consideration SpreadsheetOGCL, as follows: (i) $20,000,000 Merger Sub V shall be merged with and into Quality Gold. As a result of the Cash Consideration Fifth Merger, Merger Sub V shall be payable on cease to exist and Quality Gold shall continue as the Closing Date; (ii) $10,000,000 surviving company of the Cash Consideration shall be payable on Fifth Merger (the six-month anniversary of “Fifth Surviving Company” and, together with the Closing Date; and (iii) $5,000,000 of First Surviving Company, the Cash Consideration shall be payable on Second Surviving Company, the 12-month anniversary of Third Surviving Company and the Closing Date (each such six-month and 12-month anniversary dateFourth Surviving Company, a “Payment Due Date”). (f) At the Closing, Verano shall cause PubCo to issue to each Member entitled to receive Cash Consideration an unsecured, interest free, convertible promissory note with a principal amount equal to the portion of the Cash Consideration payable to such Member after the Closing, which shall be payable on the Payment Due Dates in the proportionate amounts set forth on Schedule 2.08(b) (each, a “Convertible Note”). Each Convertible Note shall provide thatSurviving Company” and, at the option of the holder thereof, if all or any portion of the principal amount thereof that is due on a Payment Due Date is not timely paid, then such past due principal amount may be converted into subordinate voting shares and proportionate voting shares, based on an as-converted basis to subordinate voting shares, in the same proportion as the subordinate voting shares and proportionate voting shares of PubCo issued to Members at the Closing as set forth in the Consideration Spreadsheet; provided that the holder of the Convertible Note must exercise such conversion option in writing as provided in the Convertible Note no later than three Business Days after the applicable Payment Due Date. The number of shares issued upon conversion of such unpaid principal amount of a Convertible Note shall be based on the closing price of the subordinate voting shares of PubCo at the close of trading on the CSE on the trading day immediately preceding the date of the share issuances, which share issuances shall occur within three Business Days after receipt of such conversion notice. At the time of the conversion exercisecollectively, the holder must deliver “Surviving Companies”) and shall become a Lockwholly-Up Acknowledgment with respect to such proportionate voting shares and subordinate voting shares issued pursuant to its Convertible Noteowned Subsidiary of Parentco. (g) The parties hereto acknowledge and agree that, in accordance with the Plan of Arrangement, all of the shares of capital stock of PubCo, including those issued to Members in the Company Mergers and to Members in the Exchanges as set forth on Schedule 2.08(b), shall be exchanged for the same number and class of shares of capital stock of the Resulting Issuer. For purposes of this Agreement, references to PubCo in the context of any point in time following the completion of the amalgamation of PubCo with BC Newco pursuant to the Arrangement and effectiveness of the Combination shall be deemed to refer to the Resulting Issuer.

The Mergers. (a) On Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement: (ia) On In accordance with the Closing Date but prior to General Corporation Law of the State of Delaware (the “DGCL”), at the First Effective Time of any Company MergerTime, Merger Sub 1 will merge 1A shall be merged with and into Verano▇▇ ▇▇▇▇▇▇▇, and whereupon the separate corporate existence of Merger Sub 1A will cease, with ▇▇ ▇▇▇▇▇▇▇ surviving the First Merger such that, following the First Merger, ▇▇ ▇▇▇▇▇▇▇ will become a wholly owned direct subsidiary of Purchaser. The First Merger shall have the effects provided in this Agreement and as specified in the DGCL. (b) In accordance with the DGCL and the Limited Liability Company Act of the State of Delaware (the “DLLCA”), immediately after the First Effective Time, at the Second Effective Time, ▇▇ ▇▇▇▇▇▇▇ (as the surviving entity of the First Merger) shall be merged with and into Merger Sub 1, whereupon the separate existence of ▇▇ ▇▇▇▇▇▇▇ will cease, with Merger Sub 1 will cease and Verano will continue its existence under surviving the DLLCA Second Merger (Merger Sub 1, as the surviving entity in the Verano Second Merger;, sometimes being referred to herein as the “Surviving Merger Sub”), such that following the Second Merger, the Surviving Merger Sub will continue as a wholly owned direct subsidiary of Purchaser. The Second Merger shall have the effects provided in this Agreement and as specified in the DGCL and the DLLCA. (iic) On In accordance with the Closing Date DLLCA, immediately after the effectiveness of Second Effective Time, at the Verano MergerCompany Merger Effective Time, Merger Sub 2 will merge shall be merged with and into AMEthe Company, and whereupon the separate corporate existence of Merger Sub 2 will cease and AME will continue its existence under cease, with the FRLLCA Company surviving the Company Merger (the Company, as the surviving entity in the AME Merger; (iii) On the Closing Date after the effectiveness of the AME Company Merger, Merger Sub 3 will merge with and into POR, and the separate corporate existence of Merger Sub 3 will cease and POR will continue its existence under the FRLLCA as the surviving entity in the POR Merger; and (iv) On the Closing Date after the effectiveness of the POR Merger, Merger Sub 4 will merge with and into RVC, and the separate corporate existence of Merger Sub 4 will cease and RVC will continue its existence under the FRLLCA as the surviving entity in the RVC Merger. As used in this Agreement, each of AME, POR and RVC may be sometimes being referred to herein as the “Surviving Entity” as Company”) such that following the Company continues its existence after giving effect to its respective Merger, the Surviving Company will be a wholly owned direct subsidiary of the Surviving Merger Sub. The Company Merger shall have the effects provided in this Agreement and as set forth above. (b) Prior to the Closing Date, (i) each of the Canadian Members of AME set forth on Schedule 2.01(b) may, at their option, enter into exchange agreements with PubCo and AME pursuant to which such Canadian Members agree to exchange and transfer their Member Interests in AME, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet; and (ii) POR Holdings may, at its option, enter into an exchange agreement with PubCo and POR pursuant to which POR Holdings agrees to exchange and transfer its Member Interests in POR, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet. Such exchange agreements between PubCo and such Members (collectively, the “Exchange Agreements”) shall contain representations, warranties and covenants consistent with the scope and content of the applicable terms and conditions of this Agreement, and shall provide that the Member Interests being sold by a Member pursuant to an Exchange Agreement (the “Rolled Shares”) are being sold and exchanged in part in return for the issuance by PubCo of the Merger Consideration consisting of shares specified in the capital stock of PubCo (the “Rollover Securities”) and that, if desired by such Member who is a Canadian Member and if applicable, section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute shall apply to the exchange of such Rolled Shares for the Rollover Securities. Verano shall use commercially reasonable efforts to facilitate the timely preparation and execution of the Exchange Agreements and to cooperate with the parties thereto. The consummation of such equity exchanges and transfers pursuant to the Exchange Agreements (the “Exchanges”) must occur prior to the Effective Time of the AME Merger and the POR Merger, as applicable, otherwise such Exchange Agreements shall be null and void and the applicable Member Interests of AME shall be included in and be part of the AME Merger and the applicable Member Interests of POR shall be included in and be part of the POR Merger. No party to an Exchange Agreement may amend, modify or waive any provision thereof without the prior written consent of Verano, which consent shall not be unreasonably withheld, conditioned or delayed. At the request of each such Canadian Member entering into an Exchange Agreement that desires that section 85 of the ITA be so applicable, PubCo and such Canadian Member shall covenant and agree, as applicable, to execute and deliver in a timely manner an election and any amended election pursuant to section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute in respect of the transfers contemplated by the Exchange Agreement at such elected amount requested by such Canadian Member, subject to the limitations set forth in the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute, and to otherwise cooperate in such regard with the intention that the election will result in the disposition of such Rolled Shares on a wholly or partially tax-deferred basis to such Canadian MemberDLLCA. (c) The consideration to be paid for all of the Member Interests to be acquired pursuant to the Company Mergers and the Exchanges shall consist of an aggregate amount equal to (the “Merger Consideration”): (i) $35,000,000 in cash (the “Cash Consideration”); and (ii) the number of proportionate voting shares of PubCo, on an as-converted to subordinate voting share basis, and subordinate voting shares of PubCo (in such proportions as provided for herein and as set forth on the Consideration Spreadsheet) having an aggregate dollar value equal to (such aggregate dollar value of PubCo shares, the “Share Consideration”): (1) the difference between (A) the quotient of the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price) divided by 0.770495, minus (B) the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price), (2) plus (in the case of an excess) or minus (in the case of a deficiency) the aggregate amount of the Working Capital Adjustments for all Companies, (3) minus (in the case of a positive amount) or plus (in the case of a negative amount ) the aggregate amount of Closing Net Indebtedness for all Companies, (4) minus the aggregate amount of Transaction Expenses for all Companies. (d) The Share Consideration shall be comprised of an aggregate number of PubCo shares (on an as-converted to subordinate voting share basis) equal to the quotient of (i) the Share Consideration, divided by (ii) the Listing Price. Such shares of PubCo comprising the Share Consideration shall consist of both proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares, each in such class amounts as are in parity with the proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares of PubCo that are issued in the Verano Merger. The shares of PubCo to be issued in consideration of the Broker Fees shall be issued to the Persons set forth on Schedule 3.09 and shall reduce the amount of shares of PubCo comprising the Share Consideration otherwise issuable in the Company Mergers and the Exchange, and will be reflected on the Consideration Spreadsheet. Such shares of PubCo issued in satisfaction of the Broker Fee shall not be deemed part of the Share Consideration issued in the Company Mergers or the Exchanges. (e) All payments of the Cash Consideration shall be made by wire transfer of immediately available funds to the Exchange Agent, for distribution in accordance with the Consideration Spreadsheet, as follows: (i) $20,000,000 of the Cash Consideration shall be payable on the Closing Date; (ii) $10,000,000 of the Cash Consideration shall be payable on the six-month anniversary of the Closing Date; and (iii) $5,000,000 of the Cash Consideration shall be payable on the 12-month anniversary of the Closing Date (each such six-month and 12-month anniversary date, a “Payment Due Date”). (f) At the Closing, Verano shall cause PubCo to issue to each Member entitled to receive Cash Consideration an unsecured, interest free, convertible promissory note with a principal amount equal to the portion of the Cash Consideration payable to such Member after the Closing, which shall be payable on the Payment Due Dates in the proportionate amounts set forth on Schedule 2.08(b) (each, a “Convertible Note”). Each Convertible Note shall provide that, at the option of the holder thereof, if all or any portion of the principal amount thereof that is due on a Payment Due Date is not timely paid, then such past due principal amount may be converted into subordinate voting shares and proportionate voting shares, based on an as-converted basis to subordinate voting shares, in the same proportion as the subordinate voting shares and proportionate voting shares of PubCo issued to Members at the Closing as set forth in the Consideration Spreadsheet; provided that the holder of the Convertible Note must exercise such conversion option in writing as provided in the Convertible Note no later than three Business Days after the applicable Payment Due Date. The number of shares issued upon conversion of such unpaid principal amount of a Convertible Note shall be based on the closing price of the subordinate voting shares of PubCo at the close of trading on the CSE on the trading day immediately preceding the date of the share issuances, which share issuances shall occur within three Business Days after receipt of such conversion notice. At the time of the conversion exercise, the holder must deliver a Lock-Up Acknowledgment with respect to such proportionate voting shares and subordinate voting shares issued pursuant to its Convertible Note. (g) The parties hereto acknowledge and agree that, in accordance with the Plan of Arrangement, all of the shares of capital stock of PubCo, including those issued to Members in the Company Mergers and to Members in the Exchanges as set forth on Schedule 2.08(b), shall be exchanged for the same number and class of shares of capital stock of the Resulting Issuer. For purposes of this Agreement, references to PubCo in the context of any point in time following the completion of the amalgamation of PubCo with BC Newco pursuant to the Arrangement and effectiveness of the Combination shall be deemed to refer to the Resulting Issuer.

The Mergers. (a) On At the First Effective Time, upon the terms and subject to the conditions set forth of this Agreement and in this Agreement: (i) On accordance with the Closing Date but prior to applicable provisions of the Effective Time First Plan of any Company MergerMerger and Part XVI of the Cayman Companies Law, Merger Sub 1 will merge and SPAC shall consummate the First Merger, pursuant to which Merger Sub shall be merged with and into VeranoSPAC, and following which the separate corporate existence of Merger Sub 1 will shall cease and Verano will SPAC shall continue its existence under the DLLCA as the surviving entity in the Verano Merger; (ii) On the Closing Date Surviving Entity after the effectiveness First Merger and as a direct, wholly-owned subsidiary of the Verano Company. At the Second Effective Time, upon the terms and subject to the conditions of this Agreement and in accordance with the applicable provisions of the Second Plan of Merger and Part XVI of the Cayman Companies Law, the Surviving Entity and the Company shall consummate the Second Merger, Merger Sub 2 will merge pursuant to which the Surviving Entity shall be merged with and into AMEthe Company, and following which the separate corporate existence of Merger Sub 2 will the Surviving Entity shall cease and AME will the Company shall continue its existence under the FRLLCA as the surviving entity in the AME Merger; (iii) On the Closing Date Surviving Company after the effectiveness of the AME Second Merger, Merger Sub 3 will merge with and into POR, and the separate corporate existence of Merger Sub 3 will cease and POR will continue its existence under the FRLLCA as the surviving entity in the POR Merger; and (iv) On the Closing Date after the effectiveness of the POR Merger, Merger Sub 4 will merge with and into RVC, and the separate corporate existence of Merger Sub 4 will cease and RVC will continue its existence under the FRLLCA as the surviving entity in the RVC Merger. As used in this Agreement, each of AME, POR and RVC may be referred to as the “Surviving Entity” as such Company continues its existence after giving effect to its respective Company Merger as set forth above. (b) Prior If any SPAC Shareholder gives to SPAC, before the SPAC Shareholder Approval is obtained at the SPAC Extraordinary General Meeting, written objection to the Closing DateFirst Merger (each, (ia “Written Objection”) each in accordance with Section 238(2) and 238(3) of the Canadian Members of AME set forth on Schedule 2.01(b) may, at their option, enter into exchange agreements with PubCo and AME pursuant to which such Canadian Members agree to exchange and transfer their Member Interests in AME, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet; and (ii) POR Holdings may, at its option, enter into an exchange agreement with PubCo and POR pursuant to which POR Holdings agrees to exchange and transfer its Member Interests in POR, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet. Such exchange agreements between PubCo and such Members (collectively, the “Exchange Agreements”) shall contain representations, warranties and covenants consistent with the scope and content of the applicable terms and conditions of this Agreement, and shall provide that the Member Interests being sold by a Member pursuant to an Exchange Agreement (the “Rolled Shares”) are being sold and exchanged in part in return for the issuance by PubCo of the Merger Consideration consisting of shares in the capital stock of PubCo (the “Rollover Securities”) and that, if desired by such Member who is a Canadian Member and if applicable, section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute shall apply to the exchange of such Rolled Shares for the Rollover Securities. Verano shall use commercially reasonable efforts to facilitate the timely preparation and execution of the Exchange Agreements and to cooperate with the parties thereto. The consummation of such equity exchanges and transfers pursuant to the Exchange Agreements (the “Exchanges”) must occur prior to the Effective Time of the AME Merger and the POR Merger, as applicable, otherwise such Exchange Agreements shall be null and void and the applicable Member Interests of AME shall be included in and be part of the AME Merger and the applicable Member Interests of POR shall be included in and be part of the POR Merger. No party to an Exchange Agreement may amend, modify or waive any provision thereof without the prior written consent of Verano, which consent shall not be unreasonably withheld, conditioned or delayed. At the request of each such Canadian Member entering into an Exchange Agreement that desires that section 85 of the ITA be so applicable, PubCo and such Canadian Member shall covenant and agree, as applicable, to execute and deliver in a timely manner an election and any amended election pursuant to section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute in respect of the transfers contemplated by the Exchange Agreement at such elected amount requested by such Canadian Member, subject to the limitations set forth in the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute, and to otherwise cooperate in such regard with the intention that the election will result in the disposition of such Rolled Shares on a wholly or partially tax-deferred basis to such Canadian Member. (c) The consideration to be paid for all of the Member Interests to be acquired pursuant to the Company Mergers and the Exchanges shall consist of an aggregate amount equal to (the “Merger Consideration”):Cayman Companies Law: (i) $35,000,000 SPAC shall, following the SPAC Shareholder Approval, in cash accordance with Section 238(4) of the Cayman Companies Law, promptly give written notice of the authorization of the First Merger (the “Cash ConsiderationAuthorization Notice”)) to each such SPAC Shareholder who has made a Written Objection; and (ii) unless SPAC and the number of proportionate voting shares of PubCoCompany elect by agreement in writing to waive this ‎Section 2.02(b)(ii), on an as-converted no Party shall be obligated to subordinate voting share basiscommence the Closing, and subordinate voting shares the First Plan of PubCo (in such proportions as provided for herein and as set forth on the Consideration Spreadsheet) having an aggregate dollar value equal to (such aggregate dollar value of PubCo shares, the “Share Consideration”): (1) the difference between (A) the quotient of the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price) divided by 0.770495, minus (B) the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price), (2) plus (in the case of an excess) or minus (in the case of a deficiency) the aggregate amount of the Working Capital Adjustments for all Companies, (3) minus (in the case of a positive amount) or plus (in the case of a negative amount ) the aggregate amount of Closing Net Indebtedness for all Companies, (4) minus the aggregate amount of Transaction Expenses for all Companies. (d) The Share Consideration shall be comprised of an aggregate number of PubCo shares (on an as-converted to subordinate voting share basis) equal to the quotient of (i) the Share Consideration, divided by (ii) the Listing Price. Such shares of PubCo comprising the Share Consideration shall consist of both proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares, each in such class amounts as are in parity with the proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares of PubCo that are issued in the Verano Merger. The shares of PubCo to be issued in consideration of the Broker Fees shall be issued to the Persons set forth on Schedule 3.09 and shall reduce the amount of shares of PubCo comprising the Share Consideration otherwise issuable in the Company Mergers and the Exchange, and will be reflected on the Consideration Spreadsheet. Such shares of PubCo issued in satisfaction of the Broker Fee shall not be deemed part filed with the Registrar of Companies of the Share Consideration issued in Cayman Islands, until at least twenty (20) days shall have elapsed since the Company Mergers or date on which the Exchanges. Authorization Notice is given (ebeing the period allowed for written notice of an election to dissent under Section 238(5) All payments of the Cash Consideration shall be made by wire transfer Cayman Companies Law, as referred to in Section 239(1) of immediately available funds the Cayman Companies Law), but in any event subject to the Exchange Agent, for distribution in accordance with the Consideration Spreadsheet, as follows: (i) $20,000,000 satisfaction or waiver of all of the Cash Consideration shall be payable on the Closing Date; (ii) $10,000,000 of the Cash Consideration shall be payable on the six-month anniversary of the Closing Date; and (iii) $5,000,000 of the Cash Consideration shall be payable on the 12-month anniversary of the Closing Date (each such six-month and 12-month anniversary date, a “Payment Due Date”). (f) At the Closing, Verano shall cause PubCo to issue to each Member entitled to receive Cash Consideration an unsecured, interest free, convertible promissory note with a principal amount equal to the portion of the Cash Consideration payable to such Member after the Closing, which shall be payable on the Payment Due Dates in the proportionate amounts set forth on Schedule 2.08(b) (each, a “Convertible Note”). Each Convertible Note shall provide that, at the option of the holder thereof, if all or any portion of the principal amount thereof that is due on a Payment Due Date is not timely paid, then such past due principal amount may be converted into subordinate voting shares and proportionate voting shares, based on an as-converted basis to subordinate voting shares, in the same proportion as the subordinate voting shares and proportionate voting shares of PubCo issued to Members at the Closing as conditions set forth in the Consideration Spreadsheet; provided that the holder of the Convertible Note must exercise such conversion option in writing as provided in the Convertible Note no later than three Business Days after the applicable Payment Due Date. The number of shares issued upon conversion of such unpaid principal amount of a Convertible Note shall be based on the closing price of the subordinate voting shares of PubCo at the close of trading on the CSE on the trading day immediately preceding the date of the share issuances, which share issuances shall occur within three Business Days after receipt of such conversion notice. At the time of the conversion exercise, the holder must deliver a Lock-Up Acknowledgment with respect to such proportionate voting shares and subordinate voting shares issued pursuant to its Convertible Note‎Article IX. (g) The parties hereto acknowledge and agree that, in accordance with the Plan of Arrangement, all of the shares of capital stock of PubCo, including those issued to Members in the Company Mergers and to Members in the Exchanges as set forth on Schedule 2.08(b), shall be exchanged for the same number and class of shares of capital stock of the Resulting Issuer. For purposes of this Agreement, references to PubCo in the context of any point in time following the completion of the amalgamation of PubCo with BC Newco pursuant to the Arrangement and effectiveness of the Combination shall be deemed to refer to the Resulting Issuer.

The Mergers. (a) On Upon the terms and subject to the conditions set forth in of this Agreement: (i) On , at the Closing Date but prior Effective Time, Westway Terminal shall, pursuant to the Effective Time provisions of any the Delaware Limited Liability Company MergerAct (as amended from time to time, Merger Sub 1 will merge the "DLLCA") and the General Corporation Law of the State of Delaware (as amended from time to time, the "DGCL"), be merged with and into Verano, Terminal Merger Sub and the separate corporate existence of Westway Terminal shall thereupon cease in accordance with the provisions of the DLLCA and the DGCL. Terminal Merger Sub 1 will cease and Verano will continue its existence under the DLLCA as shall be the surviving entity in the Verano Terminal Merger and shall continue to exist as a wholly owned Subsidiary of Parent with all of its rights, privileges, powers and franchises continuing unaffected by the Terminal Merger;. The Terminal Merger shall have the effects specified in the DLLCA and the DGCL. From and after the Effective Time, Terminal Merger Sub is sometimes referred to herein as the "Terminal Surviving LLC." (iib) On Upon the Closing Date after terms and subject to the effectiveness conditions of this Agreement, at the Effective Time, Westway Feed shall, pursuant to the provisions of the Verano MergerDLLCA and the DGCL, Merger Sub 2 will merge be merged with and into AME, Feed Merger Sub and the separate corporate existence of Westway Feed shall thereupon cease in accordance with the provisions of the DLLCA and the DGCL. Feed Merger Sub 2 will cease and AME will continue its existence under the FRLLCA as shall be the surviving entity in the AME Merger; (iii) On the Closing Date after the effectiveness of the AME Merger, Feed Merger Sub 3 will merge with and into POR, and the separate corporate existence of Merger Sub 3 will cease and POR will continue its existence under the FRLLCA as the surviving entity in the POR Merger; and (iv) On the Closing Date after the effectiveness of the POR Merger, Merger Sub 4 will merge with and into RVC, and the separate corporate existence of Merger Sub 4 will cease and RVC will continue its existence under the FRLLCA as the surviving entity in the RVC Merger. As used in this Agreement, each of AME, POR and RVC may be referred to as the “Surviving Entity” as such Company continues its existence after giving effect to its respective Company Merger as set forth above. (b) Prior to the Closing Date, (i) each of the Canadian Members of AME set forth on Schedule 2.01(b) may, at their option, enter into exchange agreements with PubCo and AME pursuant to which such Canadian Members agree to exchange and transfer their Member Interests in AME, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet; and (ii) POR Holdings may, at its option, enter into an exchange agreement with PubCo and POR pursuant to which POR Holdings agrees to exchange and transfer its Member Interests in POR, free and clear of all Encumbrances, to PubCo in exchange for a portion of the Merger Consideration as set forth on Schedule 2.01(b) and the Consideration Spreadsheet. Such exchange agreements between PubCo and such Members (collectively, the “Exchange Agreements”) shall contain representations, warranties and covenants consistent with the scope and content of the applicable terms and conditions of this Agreement, and shall provide that the Member Interests being sold by continue to exist as a Member pursuant to an Exchange Agreement (the “Rolled Shares”) are being sold wholly owned Subsidiary of Parent with all of its rights, privileges, powers and exchanged in part in return for the issuance by PubCo of the Merger Consideration consisting of shares in the capital stock of PubCo (the “Rollover Securities”) and that, if desired by such Member who is a Canadian Member and if applicable, section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute shall apply to the exchange of such Rolled Shares for the Rollover Securities. Verano shall use commercially reasonable efforts to facilitate the timely preparation and execution of the Exchange Agreements and to cooperate with the parties thereto. The consummation of such equity exchanges and transfers pursuant to the Exchange Agreements (the “Exchanges”) must occur prior to the Effective Time of the AME Merger and the POR Merger, as applicable, otherwise such Exchange Agreements shall be null and void and the applicable Member Interests of AME shall be included in and be part of the AME Merger and the applicable Member Interests of POR shall be included in and be part of the POR Merger. No party to an Exchange Agreement may amend, modify or waive any provision thereof without the prior written consent of Verano, which consent shall not be unreasonably withheld, conditioned or delayed. At the request of each such Canadian Member entering into an Exchange Agreement that desires that section 85 of the ITA be so applicable, PubCo and such Canadian Member shall covenant and agree, as applicable, to execute and deliver in a timely manner an election and any amended election pursuant to section 85 of the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute in respect of the transfers contemplated franchises continuing unaffected by the Exchange Agreement at such elected amount requested by such Canadian Member, subject to the limitations set forth in the ITA and the equivalent or corresponding provisions of any applicable provincial or territorial statute, and to otherwise cooperate in such regard with the intention that the election will result in the disposition of such Rolled Shares on a wholly or partially tax-deferred basis to such Canadian Member. (c) The consideration to be paid for all of the Member Interests to be acquired pursuant to the Company Mergers and the Exchanges shall consist of an aggregate amount equal to (the “Merger Consideration”): (i) $35,000,000 in cash (the “Cash Consideration”); and (ii) the number of proportionate voting shares of PubCo, on an as-converted to subordinate voting share basis, and subordinate voting shares of PubCo (in such proportions as provided for herein and as set forth on the Consideration Spreadsheet) having an aggregate dollar value equal to (such aggregate dollar value of PubCo shares, the “Share Consideration”): (1) the difference between (A) the quotient of the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price) divided by 0.770495, minus (B) the value of the Verano Merger Shares (calculated by multiplying the number of such shares by the Listing Price), (2) plus (in the case of an excess) or minus (in the case of a deficiency) the aggregate amount of the Working Capital Adjustments for all Companies, (3) minus (in the case of a positive amount) or plus (in the case of a negative amount ) the aggregate amount of Closing Net Indebtedness for all Companies, (4) minus the aggregate amount of Transaction Expenses for all Companies. (d) The Share Consideration shall be comprised of an aggregate number of PubCo shares (on an as-converted to subordinate voting share basis) equal to the quotient of (i) the Share Consideration, divided by (ii) the Listing Price. Such shares of PubCo comprising the Share Consideration shall consist of both proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares, each in such class amounts as are in parity with the proportionate voting shares, calculated on an as converted to subordinate voting share basis, and subordinate voting shares of PubCo that are issued in the Verano Feed Merger. The shares of PubCo to be issued in consideration of Feed Merger shall have the Broker Fees shall be issued to the Persons set forth on Schedule 3.09 and shall reduce the amount of shares of PubCo comprising the Share Consideration otherwise issuable effects specified in the Company Mergers DLLCA and the Exchange, DGCL. From and will be reflected on the Consideration Spreadsheet. Such shares of PubCo issued in satisfaction of the Broker Fee shall not be deemed part of the Share Consideration issued in the Company Mergers or the Exchanges. (e) All payments of the Cash Consideration shall be made by wire transfer of immediately available funds to the Exchange Agent, for distribution in accordance with the Consideration Spreadsheet, as follows: (i) $20,000,000 of the Cash Consideration shall be payable on the Closing Date; (ii) $10,000,000 of the Cash Consideration shall be payable on the six-month anniversary of the Closing Date; and (iii) $5,000,000 of the Cash Consideration shall be payable on the 12-month anniversary of the Closing Date (each such six-month and 12-month anniversary date, a “Payment Due Date”). (f) At the Closing, Verano shall cause PubCo to issue to each Member entitled to receive Cash Consideration an unsecured, interest free, convertible promissory note with a principal amount equal to the portion of the Cash Consideration payable to such Member after the ClosingEffective Time, which shall be payable on the Payment Due Dates in the proportionate amounts set forth on Schedule 2.08(b) (each, a “Convertible Note”). Each Convertible Note shall provide that, at the option of the holder thereof, if all or any portion of the principal amount thereof that Feed Merger Sub is due on a Payment Due Date is not timely paid, then such past due principal amount may be converted into subordinate voting shares and proportionate voting shares, based on an as-converted basis sometimes referred to subordinate voting shares, in the same proportion herein as the subordinate voting shares "Feed Surviving LLC," and proportionate voting shares of PubCo issued to Members at the Closing as set forth in the Consideration Spreadsheet; provided that the holder of the Convertible Note must exercise such conversion option in writing as provided in the Convertible Note no later than three Business Days after the applicable Payment Due Date. The number of shares issued upon conversion of such unpaid principal amount of a Convertible Note shall be based on the closing price of the subordinate voting shares of PubCo at the close of trading on the CSE on the trading day immediately preceding the date of the share issuances, which share issuances shall occur within three Business Days after receipt of such conversion notice. At the time of the conversion exercisecollectively with Terminal Surviving LLC, the holder must deliver a Lock-Up Acknowledgment with respect to such proportionate voting shares and subordinate voting shares issued pursuant to its Convertible Note"Surviving LLCs. (g) The parties hereto acknowledge and agree that, in accordance with the Plan of Arrangement, all of the shares of capital stock of PubCo, including those issued to Members in the Company Mergers and to Members in the Exchanges as set forth on Schedule 2.08(b), shall be exchanged for the same number and class of shares of capital stock of the Resulting Issuer. For purposes of this Agreement, references to PubCo in the context of any point in time following the completion of the amalgamation of PubCo with BC Newco pursuant to the Arrangement and effectiveness of the Combination shall be deemed to refer to the Resulting Issuer."