AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 20th, 2021 • Verano Holdings Corp. • Illinois
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 10, 2021, is among VERANO HOLDINGS CORP., a British Columbia corporation (the “Parent”), certain Subsidiaries of Parent signatory hereto as a Borrower or hereafter designated as a Borrower pursuant to Section 8.10 below (collectively with Parent, jointly and severally, the “Borrower”), the other Persons signatory hereto as Guarantors or hereafter designated as Guarantors pursuant to Section 8.10 below, the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), CHICAGO ATLANTIC ADVISERS, LLC, a Delaware limited liability company (“Chicago Atlantic”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and Chicago Atlantic, as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”, and together with the Administrati
EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2021 • Verano Holdings Corp. • Illinois
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 18, 2021, by and between George P. Archos, an individual resident of the State of Illinois (“Executive”), and Verano Holdings Corp., a British Columbia corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2021 • Verano Holdings Corp. • Illinois
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 31st day of March, 2021, by and between R. Michael Smullen, an individual resident of the State of Florida (“Executive”), and Verano Holdings Corp., a British Columbia corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among VERANO HOLDINGS, LLC ALTERNATIVE MEDICAL ENTERPRISES LLC PLANTS OF RUSKIN GPS, LLC RVC 360, LLC and Member Representative Dated to be effective as of November 6, 2020Merger Agreement • September 20th, 2021 • Verano Holdings Corp. • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated to be effective as of November 6, 2020, is entered into by and among Verano Holdings, LLC, a Delaware limited liability company (“Verano”), Alternative Medical Enterprises LLC, a Florida limited liability company (“AME”), Plants of Ruskin GPS, LLC, a Florida limited liability company (“POR”), RVC 360, LLC, a Florida limited liability company (“RVC”), and John Tipton, solely in the capacity as Member Representative (“Member Representative”). AME, POR and RVC may be referred to individually as a “Company,” and collectively as the “Companies.” Capitalized terms used herein have the meanings given such terms in Article I or in the section of this Agreement cross-referenced therein.
AMENDMENT TO ARRANGEMENT AGREEMENTArrangement Agreement • September 20th, 2021 • Verano Holdings Corp. • British Columbia
VERANO HOLDINGS, LLC AND MAJESTA MINERALS INC. AND 1276268 B.C. LTD. AND 1277233 B.C. LTD. AND 1278655 B.C. LTD. ARRANGEMENT AGREEMENT DATED DECEMBER 14, 2020Arrangement Agreement • September 20th, 2021 • Verano Holdings Corp. • British Columbia
THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties covenant and agree as follows:
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 20th, 2021 • Verano Holdings Corp. • Delaware
This First Amendment to Agreement and Plan of Merger, dated to be effective as of December 14, 2020 (this “Amendment”), is entered into by and among Verano Holdings, LCC, a Delaware limited liability company (the “Verano”), Alternative Medical Enterprises LLC, a Florida limited liability company (“AME”), Plants of Ruskin GPS, LLC, a Florida limited liability company (“POR”), RVC 360, LLC, a Florida limited liability company (“RVC”), and John Tipton, solely in his capacity as the Member Representative thereunder (the “Member Representative”), and amends that certain Agreement and Plan of Merger, dated November 6, 2020, by and among Verano, AME, POR, RVC and the Member Representative (the “Agreement”). Capitalized terms used in this Amendment and not otherwise defined have the meaning ascribed to such terms in the Agreement.
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 20th, 2021 • Verano Holdings Corp. • Delaware
This Second Amendment to Agreement and Plan of Merger, dated to be effective as of February 5, 2021 (this “Amendment”), is entered into by and among Verano Holdings, LLC, a Delaware limited liability company (the “Verano”), Alternative Medical Enterprises LLC, a Delaware limited liability company (“AME”), Plants of Ruskin GPS, LLC, a Delaware limited liability company (“POR”), RVC 360, LLC, a Delaware limited liability company (“RVC”), and John Tipton, solely in his capacity as the Member Representative thereunder (the “Member Representative”), and amends that certain Agreement and Plan of Merger, dated November 6, 2020, by and among Verano, AME, POR, RVC and the Member Representative, as amended by that certain First Amendment to Agreement and Plan of Merger, dated December 14, 2020 (as amended, the “Agreement”). Capitalized terms used in this Amendment and not otherwise defined have the meaning ascribed to such terms in the Agreement.
LICENSE AND CONSULTING AGREEMENTLicense and Consulting Agreement • September 20th, 2021 • Verano Holdings Corp. • Colorado
THIS LICENSE AND CONSULTING AGREEMENT (the “Agreement”) is entered into as of February 20, 2020, by and between, THE CIMA GROUP LLC, a Colorado limited liability company, with its principal place of business located at 1668 Valtec Lane Boulder, CO 80301 (“Licensor”), and Plants of Ruskin LLC with its principal place of business located at 5909 US Highway 41 North, Apollo Beach, FL 33616 (“Licensee”). Licensor and Licensee are each a “Party” and together the “Parties”.
OMNIBUS AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDED AND RESTATED SECURITY AGREEMENTCredit Agreement • September 20th, 2021 • Verano Holdings Corp. • Illinois
THIS OMNIBUS AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDED AND RESTATED SECURITY AGREEMENT (this “Amendment”) is dated as of May 20, 2021, among VERANO HOLDINGS CORP., a British Columbia corporation (the “Parent”), the other Credit Parties (as defined in the hereinafter-defined Credit Agreement), the Lenders (as defined in the Credit Agreement) party hereto, CHICAGO ATLANTIC ADMIN, LLC, a Delaware limited liability company (as assignee of Chicago Atlantic Advisers, LLC, a Delaware limited liability company; hereafter, “Chicago Atlantic”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and Chicago Atlantic, as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”, and together with the Administrative Agent, collectively, the “Agents” and each, an “Agent”), and the Individual Guarantors
