COLUMBIA CARE INC. as the Corporation and ODYSSEY TRUST COMPANY as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of July 2, 2020Warrant Indenture • December 14th, 2021 • Columbia Care Inc. • Agricultural production-crops • British Columbia
ODYSSEY TRUST COMPANY, a trust company incorporated under the laws of Alberta and registered to carry on business in the Provinces of British Columbia and Alberta (the “Warrant Agent”)
CRESCO LABS INC. as the Purchaser and COLUMBIA CARE INC. as the Company ARRANGEMENT AGREEMENT March 23, 2022Arrangement Agreement • March 29th, 2022 • Columbia Care Inc. • Agricultural production-crops • British Columbia
WHEREAS the Purchaser proposes to acquire all of the issued and outstanding Company Shares pursuant to the Arrangement, as provided in this Agreement;
TRUST INDENTURE DATED AS OF THE 14th DAY OF MAY, 2020 BETWEEN COLUMBIA CARE INC., AS ISSUER AND ODYSSEY TRUST COMPANY, AS TRUSTEE PROVIDING FOR THE ISSUE OF NOTESTrust Indenture • December 14th, 2021 • Columbia Care Inc. • Agricultural production-crops • British Columbia
COLUMBIA CARE INC., a company subsisting under the laws of the Province of British Columbia (hereinafter called the “Issuer”);
CANACCORD GENUITY GROWTH CORP. as the Corporation and ODYSSEY TRUST COMPANY as the Warrant Agent WARRANT AGENCY AGREEMENT September 20, 2018Warrant Agency Agreement • December 14th, 2021 • Columbia Care Inc. • Agricultural production-crops • Ontario
ODYSSEY TRUST COMPANY, a trust company incorporated under the Loan and Trust Corporations Act (Alberta) with an office in the City of Calgary in the Province of Alberta (the “Warrant Agent”)
EQUITY PURCHASE AGREEMENT BY AND AMONG VERANO ARIZONA, LLC, COLUMBIA CARE- ARIZONA, PRESCOTT, L.L.C., AND THE CANNABIST COMPANY HOLDINGS INC. Dated as of July 29, 2024Equity Purchase Agreement • July 31st, 2024 • Cannabist Co Holdings Inc. • Agricultural production-crops • Illinois
This Equity Purchase Agreement (this “Agreement”) is entered into as of July 29, 2024, by and among (i) Verano Arizona, LLC, an Arizona limited liability company (“Buyer”), (ii) 203 Organix L.L.C., an Arizona limited liability company (the “Company”), (iii) Columbia Care-Arizona, Prescott, L.L.C., an Arizona limited liability company (the “Member”), (iv) The Cannabist Company Holdings Inc., a British Columbia corporation (“Cannabist”) and (v) solely for purposes of Sections 2.4(d) and 6.2(e), CC VA Holdco LLC, a Delaware limited liability company (“CC VA”). Buyer, the Company, the Member, CC VA and Cannabist are collectively referred to herein as the “Parties”, and individually as a “Party”.
AMENDED AND RESTATED AT-WILL EMPLOYMENT AGREEMENTAt-Will Employment Agreement • March 13th, 2024 • Cannabist Co Holdings Inc. • Agricultural production-crops • New York
THIS AMENDED AND RESTATED AT-WILL EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into as of the 11th day of March, 2024 (the “Effective Date”), between The Cannabist Company Holdings Inc. (f/k/a Columbia Care Inc.) , a British Columbia corporation with a principal place of business at 680 Fifth Avenue, New York, NY 10019 (which hereinafter includes any successor, parent, subsidiary, including, without limitation, Columbia Care LLC, and affiliate, and is collectively referred to as the “Company”), and David J. Hart, an individual (hereinafter referred to as “Employee” or “you”). The Employee and the Company previously entered into an At-Will Employment Agreement, as amended (the “Original Agreement”), dated April 26, 2019 (the “Original Effective Date”). The Employee and the Company now desire to amend and restate the Original Agreement on the terms and conditions set forth herein. In consideration of the promises and the mutual covenants herein, and for other good and valu
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among COLUMBIA CARE LLC, COLUMBIA CARE FLORIDA LLC SFL INVESTMENT HOLDINGS, LLC and MINT FLORIDA HOLDINGS, LLC and joined in for certain purposes by THE CANNABIST COMPANY HOLDINGS INC. and THE CERBEREAN...Membership Interest Purchase Agreement • August 27th, 2024 • Cannabist Co Holdings Inc. • Agricultural production-crops • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), is made as of the 21st day of August, 2024 (the “Effective Date”) by and among the following (each, a “Party, ” and collectively, the “Parties”): Columbia Care Florida LLC, a Florida limited liability company (the “Company”), Columbia Care LLC (“Seller”), SFL Investment Holdings, LLC, a Florida limited liability company (“SFL Holdings”), Mint Florida Holdings, LLC, a Florida limited liability company (individually, “MFH,” and together with SFL Holdings, “Purchaser”), The Cannabist Company Holdings Inc., a company existing under the laws of British Columbia and parent company of Seller (“Seller Parent”), and The Cerberean Group LLC (“Purchaser Parent”).
AGREEMENT AND PLAN OF MERGER by and among FUTUREVISION 2020, LLC, THE MEMBERS THEREOF, COLUMBIA CARE INC. COLUMBIA CARE LLC, MAIA ACQUISITION IB INC., MAIA ACQUISITION II INC., and FUTUREVISION REPRESENTATIVE, LLC, AS THE MEMBER REPRESENTATIVE June...Merger Agreement • February 15th, 2022 • Columbia Care Inc. • Agricultural production-crops • Colorado
This Agreement and Plan of Merger (this “Agreement”) dated as of June 15, 2021 (the “Agreement Date”) is by and among COLUMBIA CARE INC., a company continued under the laws of the Province of British Columbia (the “Parent”), COLUMBIA CARE LLC, a Delaware limited liability company and newly-formed, wholly-owned subsidiary of Parent (the “Buyer”), MAIA ACQUISITION IB INC., a Delaware corporation and newly-formed, wholly-owned subsidiary of the Buyer (“Merger Sub I”), MAIA ACQUISITION II INC., a Delaware corporation and newly-formed, wholly-owned subsidiary of the Buyer (“Merger Sub II”), FUTUREVISION 2020, LLC, a Delaware limited liability company (the “Company”), the Members set forth on Section 1 hereto (each, a “Member” and together, the “Members”) and Futurevision Representative, LLC, a Colorado limited liability company, solely in its capacity as the representative of the Members (the “Member Representative”, together with the Company, the Parent, the Buyer, and Merger Sub I and Mer
LEASE AGREEMENT DATED AS OF APRIL 30TH, 2015 BY AND BETWEEN EASTMAN KODAK COMPANY, LANDLORD AND COLUMBIA CARE NY, LLC, TENANT PREMISES: PORTION OF EASTMAN BUSINESS PARK BUILDING, EAST SECTION (EBP-E), BUILDING 12, FOURTH FLOOR ROCHESTER, NEW YORKLease Agreement • December 14th, 2021 • Columbia Care Inc. • Agricultural production-crops • New York
THIS LEASE AGREEMENT, dated as of April 30th, 2015 (this “Lease” or this “Agreement”), is entered into by and between EASTMAN KODAK COMPANY, a New Jersey corporation (“Landlord”), and COLUMBIA CARE NY, LLC, a New York limited liability company (“Tenant”).
LEASE AGREEMENT (Single Tenant; Triple Net) BETWEEN a California limited liability company AND PHC FACILITIES, INC., a California corporationLease Agreement • December 14th, 2021 • Columbia Care Inc. • Agricultural production-crops • California
THIS LEASE AGREEMENT (“Lease”) is made and entered into effective as of the 1st day of April 10, 2019, by and between MM DOWNTOWN FACILITY, LLC, a California limited liability company (“Landlord”), and PHC FACILITIES, INC., a California corporation doing business as (“Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2022 • Columbia Care Inc. • Agricultural production-crops • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into as of the 26th day of April, 2019 (the “Effective Date”), between Columbia Care LLC, a Delaware corporation with a principal place of business at 745 Fifth Avenue, New York, NY 10151 (which hereinafter includes any successor, parent, subsidiary and affiliate, and is collectively referred to as the “Company”), and Nicholas Vita an individual (hereinafter referred to as “Executive” or “you”). In consideration of the promises and the mutual covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually agree as follows:
LEASE AGREEMENT BETWEEN NLCP 156 LINCOLN MA, LLC AS LANDLORD AND PATRIOT CARE CORP. AS TENANT DATED AS OF DECEMBER 23, 2019Lease Agreement • December 14th, 2021 • Columbia Care Inc. • Agricultural production-crops
THIS LEASE AGREEMENT (this “Lease”) is made and entered into as of December 23, 2019 (the “Effective Date”), by and between the Landlord, as defined in the Lease Terms Exhibit, and the Tenant, as defined in the Lease Terms Exhibit.
Fractional CHRO Engagement AgreementFractional Chro Engagement Agreement • November 7th, 2024 • Cannabist Co Holdings Inc. • Agricultural production-crops
This FRACTIONAL CHRO ENGAGEMENT AGREEMENT (the “Agreement”) dated as of August 6, 2024 (the “Effective Date”) is entered into between ourCHRO, LLC (“ourCHRO” or “we” or “us”) and The Cannabist Company Holdings Inc. (“Cannabist” or “you”). Each of the above-referenced parties is sometimes herein referred to individually as a “Party” and, collectively, as the “Parties.”
TRUST INDENTURE Made as of March 31, 2020 Between COLUMBIA CARE INC. (the “Corporation”) and ODYSSEY TRUST COMPANY (the “Trustee”) PROVIDING FOR THE ISSUE OF 9.875% SENIOR SECURED FIRST LIEN NOTESTrust Indenture • December 14th, 2021 • Columbia Care Inc. • Agricultural production-crops • British Columbia
a trust company incorporated under the laws of Alberta and registered to carry on business in the Province of British Columbia
TRANSACTION AGREEMENT by and between CANACCORD GENUITY GROWTH CORP. and COLUMBIA CARE LLC dated as of November 21, 2018Transaction Agreement • December 14th, 2021 • Columbia Care Inc. • Agricultural production-crops • Ontario
This TRANSACTION AGREEMENT (this “Agreement”), dated as of November 21, 2018, is entered into by and between Canaccord Genuity Growth Corp., a corporation existing under the laws of the Province of Ontario (“CGGC”), and Columbia Care LLC, a Delaware limited liability company (“Col-Care”). CGGC and Col-Care are each referred to herein as a “Party” and together as the “Parties.”
MORTGAGE AND SECURITY AGREEMENT Dated: December 28, 2021 in the amount of from from COLUMBIA CARE NY REALTY LLC, as mortgagor, a New York limited liability company to EAST WEST BANK, as mortgagee, a commercial bank chartered in the State of California...Mortgage and Security Agreement • March 31st, 2022 • Columbia Care Inc. • Agricultural production-crops • New York
MORTGAGE AND SECURITY AGREEMENT (the “Mortgage”), dated as of December 28, 2021, given by COLUMBIA CARE NY REALTY LLC, a New York limited liability company with a mailing address of 321 Billerica Road, Chelmsford, MA 01824 (“Mortgagor”), in favor of EAST WEST BANK, a commercial bank chartered in the State of California, having an office at 9300 Flair Drive, 6th Floor, El Monte, CA 91731 (“Mortgagee”).
FORM OF VOTING SUPPORT AGREEMENTVoting Support Agreement • March 29th, 2022 • Columbia Care Inc. • Agricultural production-crops • British Columbia
WHEREAS, the Purchaser proposes to acquire all of the issued and outstanding common shares and proportionate voting shares (the “Purchased Securities”) of Columbia Care Inc. (the “Company”) in exchange for consideration consisting of 0.5579 of a subordinate voting share of the Purchaser for each common share of the Company, subject to adjustment as set forth in the Arrangement Agreement (the “Consideration”) by way of a statutory plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) to be completed pursuant to the terms of an arrangement agreement (the “Arrangement Agreement”) to be entered into between the Purchaser and the Company, substantially in the form of the draft arrangement agreement provided to the Shareholder;
TRANSITION AND RELEASE OF CLAIMS AGREEMENTTransition and Release of Claims Agreement • November 14th, 2023 • Cannabist Co Holdings Inc. • Agricultural production-crops
This Transition and Release of Claims Agreement (“Agreement”) is entered into as of August 31, 2023, hereinafter “Effective Date,” by and between Rosemary Mazanet, Rosemary Mazanet’s marital community (if any), heirs, and assigns (hereinafter “Mazanet” or “Executive”), and Columbia Care LLC, a Delaware Corporation, its affiliates (including, without limitation, any parent, subsidiary companies, or related companies such as Columbia Care Inc.), its successors and assigns (hereinafter the “Company”). Mazanet and the Company are sometimes collectively referred to as the “Parties.”
TERMINATION AGREEMENTTermination Agreement • August 3rd, 2023 • Columbia Care Inc. • Agricultural production-crops • British Columbia
WHEREAS Cresco and Columbia Care (each a “Party” and together, the “Parties”) are parties to an arrangement agreement made as of March 23, 2022, as amended (the “Arrangement Agreement”) pursuant to which, among other things, Cresco agreed to acquire all of the issued and outstanding common shares of Columbia Care;
ContractPromissory Note • August 27th, 2024 • Cannabist Co Holdings Inc. • Agricultural production-crops
THIS NOTE WAS ORIGINALLY ISSUED ON THE DATE HEREOF, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES ACT, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OR ANY SUCH STATE SECURITIES LAWS WHICH MAY BE APPLICABLE.
SEPARATION AND RELEASE OF CLAIMS AGREEMENTSeparation and Release of Claims Agreement • March 13th, 2024 • Cannabist Co Holdings Inc. • Agricultural production-crops
This Separation and Release of Claims Agreement (“Agreement”) is entered into as of March 13, 2024 (the “Effective Date”) by and between Nicholas Vita, Nicholas Vita’s marital community (if any), his heirs, and assigns (hereinafter “Vita” or “Executive”), and The Cannabist Company Holdings Inc., a British Columbia Corporation, its affiliates (including, without limitation, any parent, subsidiary companies, predecessors such as Columbia Care LLC, a Delaware Corporation, or related companies such as Columbia Care Inc.), its successors and assigns (hereinafter the “Company”). Vita and the Company are sometimes collectively referred to as the “Parties.”
PATRIOT CARE CORP. LEASE AGREEMENT BETWEEN PAGSON, LLC a Delaware limited liability company (“Landlord”) and Patriot Care Corporation (“Tenant”)Lease Agreement • June 16th, 2021 • Columbia Care Inc. • Massachusetts
This Lease Agreement (the “Lease”) is entered into this 1st day of December, 2013 between PAGSON, LLC, a Delaware limited liability company (“Landlord”) and PATRIOT CARE CORPORATION, (“Tenant”), who agree as follows:
EXCHANGE AGREEMENTExchange Agreement • March 13th, 2024 • Cannabist Co Holdings Inc. • Agricultural production-crops • Ontario
EXCHANGE AGREEMENT (the “Agreement”) dated as of the Effective Date, between The Cannabist Company Holdings Inc., a British Columbia company (the “Company”), Nomis Bay Ltd. and BPY Limited (collectively, the “Holders”).
FIRST AMENDMENT TO LEASELease Agreement • December 14th, 2021 • Columbia Care Inc. • Agricultural production-crops • California
This FIRST AMENDMENT TO LEASE (the “Amendment”) is dated as of the 2nd day of December 2020 by and between PHC FACILITIES, INC., a California corporation (“Tenant”) and, MM DOWNTOWN FACILITY, LLC, a California limited liability company (“Landlord”).
AMENDMENT NO. 2 TO AT-WILL EMPLOYMENT AGREEMENTAt-Will Employment Agreement • January 19th, 2024 • Cannabist Co Holdings Inc. • Agricultural production-crops
This Amendment No. 2 to the At-Will Employment Agreement (this “Second Amendment”) is made and entered into as of January 15, 2024 (the “Second Amendment Date”) by and between The Cannabist Company Holdings Inc., formerly known as Columbia Care Inc. (together with its subsidiaries and affiliates, the “Company”), and David Hart (the “Employee”), and amends the At-Will Employment Agreement between the parties dated April 26, 2019, as amended as of January 1, 2022 (the “Agreement”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 29th, 2022 • Columbia Care Inc. • Agricultural production-crops • British Columbia
WHEREAS, the Purchaser proposes to acquire all of the issued and outstanding common shares and proportionate voting shares (collectively, the “Purchased Securities”) of Columbia Care Inc. (the “Company”) pursuant to a proposed statutory plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) to be completed pursuant to the terms of an arrangement agreement (the “Arrangement Agreement”) to be entered into between the Purchaser and the Company;
COLUMBIA CARE INC., AS ISSUER AND ODYSSEY TRUST COMPANY, AS TRUSTEE FIFTH SUPPLEMENTAL INDENTURE Dated as of May 5, 2022Fifth Supplemental Indenture • May 11th, 2022 • Columbia Care Inc. • Agricultural production-crops
COLUMBIA CARE INC., a company subsisting under the laws of the Province of British Columbia (hereinafter called the “Issuer”)
COLUMBIA CARE INC., AS ISSUER AND ODYSSEY TRUST COMPANY, AS TRUSTEE THIRD SUPPLEMENTAL INDENTURE Dated as of February 2, 2022Third Supplemental Indenture • February 15th, 2022 • Columbia Care Inc. • Agricultural production-crops
COLUMBIA CARE INC., a company subsisting under the laws of the Province of British Columbia (hereinafter called the “Issuer”)
WARRANT AGREEMENTWarrant Agreement • December 14th, 2021 • Columbia Care Inc. • Agricultural production-crops • Delaware
This WARRANT AGREEMENT (this “Agreement”) is made as of April 26, 2019, by and between Columbia Care Inc., a corporation existing under the Business Corporations Act (British Columbia) (together with its successors and assigns, the “Company”), and Canaccord Genuity Corp. (the “Holder”). The Company and the Holder are referred to in this Agreement each as a “Party” and, collectively, as the “Parties.”
SECOND AMENDMENT TO EXCHANGE AGREEMENTExchange Agreement • November 7th, 2024 • Cannabist Co Holdings Inc. • Agricultural production-crops • British Columbia
SECOND AMENDMENT dated September 30, 2024 (the “Second Amendment”) to the Exchange Agreement (the “Exchange Agreement”) dated January 22, 2024 and amended June 30, 2024, between The Cannabist Company Holdings Inc., a British Columbia company (the “Company”), Nomis Bay Ltd. and BPY Limited (collectively, the “Holders” and together with the Company, the “Parties”).
AMENDING AGREEMENTArrangement Agreement • February 28th, 2023 • Columbia Care Inc. • Agricultural production-crops
WHEREAS the Parties entered into an arrangement agreement (the “Arrangement Agreement”) dated as of the 23rd day of March, 2022, pursuant to which the Purchaser agreed to acquire, subject to the terms and conditions of the Arrangement Agreement, all of the issued and outstanding shares of the Company pursuant to a plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “Arrangement”);
FIRST AMENDMENT TO EXCHANGE AGREEMENTExchange Agreement • August 8th, 2024 • Cannabist Co Holdings Inc. • Agricultural production-crops • British Columbia
FIRST AMENDMENT dated June 30, 2024 (the “First Amendment”) to the Exchange Agreement (the “Exchange Agreement”) dated January 22, 2024, between The Cannabist Company Holdings Inc., a British Columbia company (the “Company”), Nomis Bay Ltd. and BPY Limited (collectively, the “Holders” and together with the Company, the “Parties”).
COLUMBIA CARE INC., AS ISSUER AND ODYSSEY TRUST COMPANY, AS TRUSTEE FOURTH SUPPLEMENTAL INDENTURE Dated as of February 3, 2022Fourth Supplemental Indenture • February 15th, 2022 • Columbia Care Inc. • Agricultural production-crops • British Columbia
COLUMBIA CARE INC., a company subsisting under the laws of the Province of British Columbia (hereinafter called the “Issuer”)
COLUMBIA CARE INC., AS ISSUER AND ODYSSEY TRUST COMPANY, AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE Dated as of June 19, 2020 Providing for the issuance of US$12,800,000 aggregate principal amount of 5.00% Senior Secured Convertible Notes due December...First Supplemental Indenture • June 16th, 2021 • Columbia Care Inc. • British Columbia
COLUMBIA CARE INC., a company subsisting under the laws of the Province of British Columbia (hereinafter called the “Issuer”)
TRANSITION AND RELEASE OF CLAIMS AGREEMENTTransition and Release of Claims Agreement • March 29th, 2023 • Columbia Care Inc. • Agricultural production-crops
This Transition and Release of Claims Agreement (“Agreement”) is entered into as of March 15, 2023, hereinafter “Effective Date,” by and between Michael Abbott, Michael Abbott’s marital community (if any), heirs, and assigns (hereinafter “Abbott”), and Columbia Care LLC, a Delaware Corporation, its affiliates (including, without limitation, any parent, subsidiary companies, or related companies such as Columbia Care Inc.), its successors and assigns (hereinafter the “Company”). Abbott and the Company are sometimes collectively referred to as the “Parties.”
