CRESCO LABS INC. as the Purchaser and COLUMBIA CARE INC. as the Company ARRANGEMENT AGREEMENT March 23, 2022Arrangement Agreement • April 4th, 2022 • Cresco Labs Inc. • Medicinal chemicals & botanical products • 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;
AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • January 13th, 2021 • Cresco Labs Inc. • Ontario
SENIOR SECURED TERM LOAN AGREEMENT Dated as of August 12, 2021 among CRESCO LABS, LLC, as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO and [Redacted – Confidential], as Administrative Agent and [Redacted – Confidential] as Collateral AgentSenior Secured Term Loan Agreement • August 27th, 2021 • Cresco Labs Inc. • Medicinal chemicals & botanical products • New York
THIS SENIOR SECURED TERM LOAN AGREEMENT, dated as of August 12, 2021, (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among Cresco Labs, LLC, an Illinois limited liability company (together with its successors and permitted assigns, the “Borrower”), and the lenders from time to time party hereto (each a “Lender” and collectively the “Lenders”), [Redacted – Confidential], a Delaware limited liability company as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and [Redacted – Confidential], a Delaware limited liability company, as collateral agent for the benefit of the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
CANACCORD’S ATM DISTRIBUTION PLAN EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 3rd, 2021 • Cresco Labs Inc. • Medicinal chemicals & botanical products • Ontario
Canaccord Genuity Corp. (the “Agent” or “Canaccord”) understands that Cresco Labs Inc. (the “Corporation”) has filed a short form base shelf prospectus dated April 23, 2021 (the “Base Shelf Prospectus”) with the securities regulatory authority in each of the Qualifying Jurisdictions (as defined herein) relating to the issue and sale of up to US$1,000,000,000 aggregate amount of securities of the Corporation, including the Offered Shares (as defined herein), and has received a final receipt pursuant to the Passport System (as defined herein) evidencing that a final receipt for the Base Shelf Prospectus has been issued, or deemed to have been issued, by the regulators in each of the Qualifying Jurisdictions. The Agent further understands that, in filing the Base Shelf Prospectus, the Corporation has selected the BCSC (as defined herein) as the principal regulator under Part 3 of NP 11-202 (as defined herein).
Cresco Labs and Columbia Care Mutually Agree to Terminate MergerTermination Agreement • July 31st, 2023 • Cresco Labs Inc. • Medicinal chemicals & botanical products
CHICAGO—(BUSINESS WIRE)— Cresco Labs (CSE:CL) (OTCQX:CRLBF) (FSE: 6CQ) (“Cresco” or “the Company”) and Columbia Care (NEO:CCHW) (CSE:CCHW) (OTCQX:CCHWF) (“Columbia Care”) today announced a mutual agreement, dated July 30, 2023, to amicably terminate the definitive arrangement agreement dated March 23, 2022, as amended on February 27, 2023, pursuant to which Cresco agreed to acquire all of the issued and outstanding shares of Columbia Care (the “Transaction”). There are no penalties or fees related to the mutual agreement to terminate the Transaction.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CRESCO LABS, LLC an Illinois limited liability company Dated as of November 30, 2018Limited Liability Company Agreement • January 13th, 2021 • Cresco Labs Inc. • Illinois
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of November 30, 2018, is entered into by and among Cresco Labs, LLC, an Illinois limited liability company (the “Company”) and its Members (as defined herein).
OPTION AWARD AGREEMENTOption Award Agreement • August 9th, 2024 • Cresco Labs Inc. • Medicinal chemicals & botanical products
This OPTION AWARD AGREEMENT (this “Agreement”) is made effective as of DATE, by and between Cresco Labs Inc., a British Columbia corporation (“Cresco”), and NAME (“Recipient”).
AGENCY AGREEMENTAgency Agreement • February 24th, 2021 • Cresco Labs Inc. • Medicinal chemicals & botanical products • Ontario
The undersigned, ATB Capital Markets Inc. (the “Agent”), as agent, understands that Cresco Labs Inc. (the “Corporation”) proposes to issue and sell subordinated voting shares of the Corporation (the “Offered Shares”) at a price of CDN$16.00 per Offered Share (the “Offering Price”) for aggregate gross proceeds of up to USD$125,000,000 (the “Offering”). The offering of the Qualified Securities (as defined herein) by the Corporation is hereinafter referred to as the “Offering”.
OPTION AWARD AGREEMENTOption Award Agreement • March 1st, 2021 • Cresco Labs Inc. • Medicinal chemicals & botanical products
This OPTION AWARD AGREEMENT (this “Agreement”) is made effective as of ______________, by and between Cresco Labs Inc., a British Columbia corporation (“Cresco”), and NAME (“Recipient”).
AMENDED AND RESTATED INVESTMENT AGREEMENT THIS AMENDED AND RESTATED AGREEMENT is made as of June 3, 2022.Investment Agreement • June 21st, 2022 • Cresco Labs Inc. • Medicinal chemicals & botanical products • British Columbia
CRESCO LABS INC., a company incorporated under the laws of the Province of British Columbia, having its registered office at Suite 2500, 666 Burrard Street, Vancouver, BC V6C 2X8 (the “Company”);
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 1st, 2021 • Cresco Labs Inc. • Medicinal chemicals & botanical products
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of ____________ (the “Grant Date”) by and between Cresco Labs Inc., a British Columbia corporation (“Cresco” or the “Corporation”), and the undersigned employee (the “Recipient”). As used in this Agreement, the term “Corporation” shall include, where applicable, any and all of its subsidiaries or related entities.
FIRST AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENTSenior Secured Term Loan Agreement • May 3rd, 2021 • Cresco Labs Inc. • Medicinal chemicals & botanical products • Illinois
This FIRST AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENT (this “Amendment”), made and entered into as of December 11, 2020 (the “First Amendment Date”), is by and among Cresco Labs Inc., a British Columbia company (the “Borrower”), the Lenders signatory hereto and [Redacted – Confidential], a Delaware limited liability company, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
TAX RECEIVABLE AGREEMENT by and among Cresco U.S. Corp., Cresco Labs, LLC and each of the Members from time to time party hereto Dated as of November 30, 2018Tax Receivable Agreement • January 13th, 2021 • Cresco Labs Inc. • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of November 30, 2018, is hereby entered into by and among Cresco U.S. Corp., an Illinois corporation (“PC Corp”), Cresco Labs, LLC, an Illinois limited liability company (the “Company”) and each of the Members from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
SUPPORT AGREEMENTSupport Agreement • January 13th, 2021 • Cresco Labs Inc. • British Columbia
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 9th, 2024 • Cresco Labs Inc. • Medicinal chemicals & botanical products
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of [DATE] (the “Grant Date”) by and between Cresco Labs Inc., a British Columbia corporation (“Cresco” or the “Corporation”), and the undersigned employee (the “Recipient”), in accordance with and subject to the Amended and Restated Cresco Labs Inc. 2018 Long-Term Incentive Plan (the “Plan”). As used in this Agreement, the term “Corporation” shall include, where applicable, any and all of Cresco’s subsidiaries or related entities. Capitalized terms used but not defined in this Agreement have the meanings attributed to them in the Plan.
