ARRANGEMENT AGREEMENTArrangement Agreement • February 3rd, 2022 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • British Columbia
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.Lease Agreement • December 22nd, 2020 • Vireo Health International, Inc. • Pharmaceutical preparations • New York
This Lease Agreement (this “Lease”), dated October 23, 2017 (the “Execution Date”), is made between IIP-NY 2 LLC, a Delaware limited liability company (“Landlord”), and VIREO HEALTH OF NEW YORK, LLC, a New York limited liability company (“Tenant”).
FIFTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENTCredit Agreement • May 15th, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • Illinois
This FIFTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) is made as of March 31, 2023 (the “Effective Date”), among GOODNESS GROWTH HOLDINGS, INC. (formerly known as Vireo Health International, Inc.), a British Columbia corporation (“Parent”), the other Borrowers (as defined in the hereinafter-defined Credit Agreement), the Lenders (as defined in the Credit Agreement) party hereto, and CHICAGO ATLANTIC ADMIN, LLC, a Delaware limited liability company, as administrative agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”, and together with Administrative Agent, collectively, “Agents” and each, an “Agent”).
GOODNESS GROWTH HOLDINGS, INC. NON-STATUTORY STOCK OPTION AGREEMENTStock Option Agreement • April 3rd, 2024 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • British Columbia
This is non-statutory Stock Option Agreement (the “Agreement”), by and between Goodness Growth Holdings, Inc., a British Columbia corporation formerly known as Vireo Health International, Inc., and successor to Vireo Health, Inc. (the “Company”), and the Optionee entered into and effective as of date of grant identified above (the “Date of Grant”).
VOTING SUPPORT AGREEMENTVoting Support Agreement • February 3rd, 2022 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • British Columbia
THIS VOTING SUPPORT AGREEMENT ("Agreement") is dated as of January 31, 2022, by and between Verano Holdings Corp., a corporation existing under the laws of the Province of British Columbia (the "Purchaser"), and the undersigned beneficial owner of the securities listed on Schedule A attached hereto (the "Shareholder").
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations
This Second Amendment to Employment Agreement (“Second Amendment”) is made effective as of December 14, 2022 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Amber Shimpa, an individual residing in the State of Minnesota (“Employee”) (collectively “Parties” or individually “Party”).
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE SHAREHOLDERS LISTED IN SCHEDULE A VIREO HEALTH...Coattail Agreement • December 22nd, 2020 • Vireo Health International, Inc. • Pharmaceutical preparations • British Columbia
ODYSSEY TRUST COMPANY, a trust company incorporated under the laws of the Loan and Trust Corporations Act (Alberta) with an office in the City of Vancouver in the Province of British Columbia, as trustee for the benefit of the Holders (as defined below)
GOODNESS GROWTH HOLDINGS, INC. NON-PLAN RESTRICTED STOCK UNIT AGREEMENT (Employee Restricted Stock Unit Award)Original Agreement • April 3rd, 2024 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • British Columbia
EMPLOYMENT AGREEMENTEmployment Agreement • January 20th, 2021 • Vireo Health International, Inc. • Pharmaceutical preparations • Minnesota
This Employment Agreement (“Agreement”) is entered into on December 1, 2020 (“Effective Date”) by and between Vireo Health, Inc., a Delaware corporation (the “Company”) and Amber Shimpa, an individual residing in the State of Minnesota (“Employee”) (collectively “Parties” or individually “Party”).
CONSULTING AGREEMENTConsulting Agreement • August 4th, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • New York
This Consulting Agreement (“Agreement”) dated as of the 24th day of May, 2023 (the “Effective Date”), is between Goodness Growth Holdings, Inc., a British Columbia corporation having an address of 207 S. Ninth Street, Minneapolis, MN (the “Company”) and Grown Rogue Unlimited, LLC, an Oregon limited liability company having an address of 550 Airport Road, Medford, OR 97501 (“Consultant”) (Company and Consultant are referred to herein individually as the “Party” or collectively as the ”Parties”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2022 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations
This Amendment to Employment Agreement (“Amendment”) is made effective as of February 2, 2022 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Christian Gonzalez, an individual residing in the State/Commonwealth of Puerto Rico (“Employee”) (collectively “Parties” or individually “Party”).
LOCK-UP AGREEMENTLock-Up Agreement • February 3rd, 2022 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • British Columbia
BETWEEN: VERANO HOLDINGS CORP., a corporation existing under the laws of the Province of British Columbia (hereinafter referred to as the "Purchaser") - and - Dr. Kyle Kingsley, an individual residing in the State of Minnesota (hereinafter referred to as the "Shareholder")
FIRST AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • November 14th, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations
This First Amendment to Consulting Agreement (the “Amendment”) is effective as of the 20th day of September, 2023 (“Effective Date”), and is made by and between Goodness Growth Holdings, Inc., a British Columbia corporation with a mailing address of 207 South Ninth Street, Minneapolis, MN 55402 (the “Company”) and Grown Rogue Unlimited, LLC, an Oregon limited liability company with a mailing address of 550 Airport Road, Medford, OR 97501 (“Consultant”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • Minnesota
This Employment Agreement (“Agreement”) is entered into on December 1, 2020 (“Effective Date”) by and between Vireo Health, Inc., a Delaware corporation (the “Company”) and Michael Schroeder, an individual residing in the State of Florida (“Employee”) (collectively “Parties” or individually “Party”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • December 22nd, 2020 • Vireo Health International, Inc. • Pharmaceutical preparations • New York
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of this 10th day of April, 2020 (the “Amendment Effective Date”), by and between IIP-NY 2 LLC, a Delaware limited liability company (“Landlord”), and Vireo Health of New York, LLC, a New York limited liability company (“Tenant”).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is entered into effective as of the 24th day of September 2021, by and...Lease Agreement • November 10th, 2021 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 6th, 2024 • Vireo Growth Inc. • Pharmaceutical preparations • Illinois
This EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment” ) is made as of June 14, 2024 (the “Effective Date”), among GOODNESS GROWTH HOLDINGS, INC. (formerly known as Vireo Health International, Inc.), a British Columbia corporation (“Parent”), the other Borrowers (as defined in the hereinafter-defined Credit Agreement), the Lenders (as defined in the Credit Agreement) party hereto, and CHICAGO ATLANTIC ADMIN, LLC, a Delaware limited liability company, as administrative agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”, and together with Administrative Agent, collectively, “Agents” and each, an “Agent”).
BUSINESS COMBINATION AGREEMENT BETWEEN: DARIEN BUSINESS DEVELOPMENT CORP. - and - VIREO HEALTH, INC. - and - VIREO FINCO (CANADA) INC. - and – 1197027 B.C. LTD. - and – DARIEN MERGER SUB, LLC Dated February 13, 2019Business Combination Agreement • November 5th, 2020 • Vireo Health International, Inc. • British Columbia
GOODNESS GROWTH HOLDINGS, INC.Restricted Stock Unit Agreement • June 6th, 2024 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • British Columbia
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2024 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations
This Second Amendment to Employment Agreement (“Second Amendment”) is made effective as of February 2, 2022 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and John Heller, an individual residing in the State of Minnesota (“Employee”) (collectively “Parties” or individually “Party”).
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations
This Third Amendment to Employment Agreement (“Third Amendment”) is made effective as of June 7, 2023 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and J. Michael Schroeder, an individual residing in the State of Florida (“Employee”) (collectively “Parties” or individually “Party”).
VIREO HEALTH INTERNATIONAL, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 5th, 2020 • Vireo Health International, Inc. • Delaware
This is an Incentive Stock Option Agreement (the “Agreement”), by and between Vireo Health International, Inc., a British Columbia corporation and successor to Vireo Health, Inc. (the “Company”), and the optionee identified above (“Optionee”), entered into and effective as of date of grant identified above (the “Grant Date”). Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
JOINDER AND TENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 7th, 2024 • Vireo Growth Inc. • Pharmaceutical preparations • Illinois
THIS CREDIT AGREEMENT, dated as of March 25, 2021, is among VIREO GROWTH INC. (formerly known as Goodness Growth Holdings, Inc. and Vireo Health International, Inc.), a corporation existing under the laws of the Province of British Columbia (“Parent”), VIREO HEALTH, INC., a Delaware corporation (“Vireo Health”), VIREO HEALTH OF MINNESOTA, LLC, a Minnesota limited liability company (“Vireo Minnesota”), VIREO HEALTH OF NEW YORK LLC, a New York limited liability company (“Vireo NY”), MARYMED LLC, a Maryland limited liability company (“MaryMed”), RESURGENT BIOSCIENCES, INC., a Delaware corporation (“Resurgent”), VIREO HEALTH OF PUERTO RICO, LLC, a Delaware limited liability company (“Vireo PR”), VIREO HEALTH DE PUERTO RICO LLC, a Puerto Rico limited liability company (“Vireo de Puerto Rico”), VIREO HEALTH OF NEVADA I, LLC, a Nevada limited liability company (“Vireo Nevada”), MJ DISTRIBUTING C201, LLC, a Nevada limited liability company (“MJ C201”), MJ DISTRIBUTING P132, LLC, a Nevada limit
EMPLOYMENT AGREEMENTEmployment Agreement • January 20th, 2021 • Vireo Health International, Inc. • Pharmaceutical preparations • Minnesota
This Employment Agreement (“Agreement”) is entered into on December 28, 2020 (“Effective Date”) by and between Vireo Health, Inc., a Delaware corporation (the “Company”) and Kyle Kingsley, an individual residing in the State of Minnesota (“Employee”) (collectively “Parties” or individually “Party”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • October 15th, 2024 • Vireo Growth Inc. • Pharmaceutical preparations • Minnesota
This Separation Agreement and General Release (this “Agreement”) is entered into between Joshua Rosen (“you”) and Vireo Growth, Inc., previously known as Vireo Health, Inc. (the “Company”). Your employment with the Company will end effective October 10, 2024. You and the Company have agreed to characterize your termination of employment with the Company as a resignation.
FIFTH AMENDMENT TO LEASE AGREEMENTLease Agreement • March 31st, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations
THIS FIFTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into effective as of the 24th day of February 2023 (the “Amendment Effective Date”), by and between IIP-MN 1 LLC, a Delaware limited liability company (“Landlord”), and Vireo Health of Minnesota, LLC, a Minnesota limited liability company (f/k/a Minnesota Medical Solutions, LLC (“Tenant”)).
LEASE AMENDMENTLease Amendment • December 22nd, 2020 • Vireo Health International, Inc. • Pharmaceutical preparations
This Lease Amendment (the “Amendment”) is effective as of the 8th day of May, 2020 (“Effective Date”) and is made by and between 100 Enterprise Drive, LLC, a Maryland limited liability company (the “Landlord”) and MaryMed, LLC, a Maryland limited liability company (“Tenant”).
PURCHASE AGREEMENTPurchase Agreement • November 5th, 2021 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • Arizona
[ ], 2021, by and between Arizona Natural Remedies Inc. (“Assignor”) and S Flower N Phoenix, Inc. (“Assignee”). Capitalized terms used herein without definition shall have the respective meanings assigned to them in the Purchase Agreement (as defined below).
EIGHTH AMENDMENT TO LEASE AGREEMENTLease Agreement • August 6th, 2024 • Vireo Growth Inc. • Pharmaceutical preparations
THIS EIGHTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of April 1, 2024 (the “Amendment Effective Date”), by and between IIP-NY 2 LLC, a Delaware limited liability company (“Landlord”), and Vireo Health of New York, LLC, a New York limited liability company (“Tenant”).
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations
This Third Amendment to Employment Agreement (“Third Amendment”) is made effective as of June 7, 2023 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and John Heller, an individual residing in the State of Minnesota (“Employee”) (collectively “Parties” or individually “Party”).
GOODNESS GROWTH HOLDINGS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • April 1st, 2024 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • British Columbia
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations
This Amendment to Employment Agreement (“Amendment”) is made effective as of February 2, 2022 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Jacob Michael Schroeder, an individual residing in the State/Commonwealth of Florida (“Employee”) (collectively “Parties” or individually “Party”).
Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca Location: 2nd Floor - 940 Blanshard Street Victoria BC 1 877 526-1526 New West Partnership Trade Agreement (NWPTA) Cover Sheet GOODNESS GROWTH HOLDINGS, INC....Goodness Growth Holdings, Inc. • June 9th, 2021 • Pharmaceutical preparations
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 9th, 2024 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations
This Fourth Amendment to Employment Agreement (“Fourth Amendment”) is made effective as of December 21, 2023 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Amber Shimpa, an individual residing in the State of Minnesota (“Employee”) (collectively “Parties” or individually “Party”).
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2023 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations
This Third Amendment to Employment Agreement (“Third Amendment”) is made effective as of February 12, 2023 (“Effective Date”) by and among Goodness Growth Holdings, Inc., a British Columbia corporation (“Parent”), Vireo Health, Inc., a Delaware corporation (the “Employer”) and Kyle Kingsley, an individual residing in the State of Minnesota (“Employee”) (collectively “Parties” or individually “Party”).
