0001558370-22-000770 Sample Contracts

ARRANGEMENT AGREEMENT
Arrangement Agreement • February 3rd, 2022 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • British Columbia
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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 3rd, 2022 • Goodness Growth Holdings, Inc. • Pharmaceutical preparations • Illinois

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of January 31, 2022 (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 and including, for the avoidance of doubt, Vireo Charm City (as defined in the 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”).

VOTING SUPPORT AGREEMENT
Voting 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").

LOCK-UP AGREEMENT
Lock-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")

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