AGREEMENT AND PLAN OF MERGER

Exhibit 2.3

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AGREEMENT AND PLAN OF MERGER

by and among

VIREO PR MERGER SUB INC.,

VIREO PR MERGER SUB II INC.,

VIREO GROWTH INC.,

NGH INVESTMENTS, INC.

PROPER HOLDINGS MANAGEMENT, INC.,

PROPER HOLDINGS, LLC

AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE MEMBER
REPRESENTATIVE

Dated as of December 18, 2024

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EXHIBITS

Exhibit AAcquisition Multiple Worksheet

Exhibit BAdjusted EBITDA Worksheet

Exhibit CClosing Merger Consideration Worksheet

Exhibit DForm of Lock-Up Letter

Exhibit EForm of Investor Rights Agreement

Exhibit FForm of Letter of Transmittal

Exhibit GInventory Accounting Principles

Exhibit HHistorical Accounting Principles Exceptions

Exhibit JForm of Management Services Agreement

Exhibit KSpecific Accounting Principles

Exhibit LForfeiture Amount Worksheet

DISCLOSURE SCHEDULES

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THIS AGREEMENT IS SUBJECT TO STRICT REQUIREMENTS FOR ONGOING REGULATORY COMPLIANCE BY THE PARTIES HERETO, INCLUDING, WITHOUT LIMITATION, REQUIREMENTS THAT THE PARTIES TAKE NO ACTION IN VIOLATION OF EITHER ANY STATE CANNABIS LAWS (TOGETHER WITH ALL RELATED RULES AND REGULATIONS THEREUNDER, AND ANY AMENDMENT OR REPLACEMENT ACT, RULES OR REGULATIONS, THE “ACT”); THE GUIDANCE OR INSTRUCTION OF ANY APPLICABLE STATE, PROVINCIAL OR OTHER GOVERNING REGULATORY BODY (TOGETHER WITH ANY SUCCESSOR OR REGULATOR WITH OVERLAPPING JURISDICTION, THE “REGULATOR”); OR THE POLICIES OR INSTRUCTION OF ANY APPLICABLE STOCK EXCHANGE. SECTION 11.15 OF THIS AGREEMENT CONTAINS SPECIFIC REQUIREMENTS AND COMMITMENTS BY THE PARTIES TO MAINTAIN FULLY THEIR RESPECTIVE COMPLIANCE WITH THE ACT AND THE REGULATOR. THE PARTIES HAVE READ AND FULLY UNDERSTAND THE REQUIREMENTS OF SECTION 11.15.

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this “Agreement”), dated as of December 18, 2024, is entered into by and among Vireo PR Merger Sub Inc., a Missouri corporation (“Merger Sub 1”), Vireo PR Merger Sub II Inc., a Missouri corporation (“Merger Sub 2”), Vireo Growth Inc., a British Columbia corporation (“Parent”), NGH Investments, Inc., a Missouri corporation (“NGH”), Proper Holdings Management, Inc., a Missouri corporation (“MSA Newco” and together with NGH, the “Companies” and each a “Company”), Proper Holdings, LLC, a Missouri limited liability company (“Holdings”), any Parent Share Recipient that is distributed or otherwise receives Parent Shares and executes and delivers a Joinder pursuant to Section 5.18, and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative, agent and attorney-in-fact of Holdings and the Parent Share Recipients (the “Member Representative”).

RECITALS

WHEREAS, Merger Sub 1 and Merger Sub 2 are each a direct wholly owned subsidiary of Parent that, in each case, were formed for the sole purpose of effectuating the applicable Merger (as defined below);

WHEREAS, upon the terms and subject to the conditions of this Agreement and in accordance with Section 351.410, et seq. of the General and Business Corporation Law of Missouri (the “Missouri Act”), Parent, NGH and Merger Sub 1 will enter into a business combination transaction pursuant to which NGH will merge with and into Merger Sub 1 (the “NGH Merger”), with Merger Sub 1 surviving the NGH Merger as a wholly owned subsidiary of Parent;

WHEREAS, upon the terms and subject to the conditions of this Agreement and in accordance with Section 351.410, et seq. of the Missouri Act, Parent, MSA Newco and Merger Sub 2 will enter into a business combination transaction pursuant to which MSA Newco will merge with and into Merger Sub 2 (the “MSA Merger” and together with the NGH Merger, the “Mergers” or each a “Merger”), with Merger Sub 2 surviving the MSA Merger as a wholly owned subsidiary of Parent;

WHEREAS, the parties intend that, for U.S. federal income tax purposes, (a) each Merger shall qualify as a tax-deferred “reorganization” within the meaning of Section 368(a) of the Code

and (b) this Agreement shall constitute, and is adopted as, a “plan of reorganization” within the meaning of Section 368(a) of the Code and Treasury Regulations Sections 1.368-2(g) and 1.368-3;

WHEREAS, the board of directors of each Company (the “Company Boards”) have unanimously (a) determined that this Agreement and the transactions contemplated hereby, including the Mergers, are fair to, and in the best interests of, Holdings and each Company, respectively, (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Mergers, and (c) resolved to recommend adoption of this Agreement by Holdings;

WHEREAS, the managers of Holdings (the “Holdings Board”) have unanimously (a) determined that this Agreement and the transactions contemplated hereby, including the Mergers, are fair to, and in the best interests of, Holdings, (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Mergers, and (c) to the extent required under its organizational documents or applicable Law, resolved to recommend approval of this Agreement and the transactions contemplated hereby by the Members;

WHEREAS, the board of directors of Parent has unanimously (a) determined that this Agreement and the transactions contemplated hereby, including the Mergers, are fair to, and in the best interests of, Parent and its shareholders, (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Mergers, and (c) resolved to recommend adoption of this Agreement by the shareholders of Parent;

WHEREAS, the board of directors of Merger Sub 1 has unanimously (a) determined that this Agreement and the transactions contemplated hereby, including the NGH Merger, are fair to, and in the best interests of, Merger Sub 1 and its stockholder and (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the NGH Merger;

WHEREAS, the board of directors of Merger Sub 2 has unanimously (a) determined that this Agreement and the transactions contemplated hereby, including the MSA ▇▇▇▇▇▇, are fair to, and in the best interests of, Merger Sub 2 and its stockholder and (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the MSA ▇▇▇▇▇▇; and

WHEREAS, after execution of this Agreement and subject to regulatory approval, Holdings and MSA Newco will implement an internal restructuring plan whereby (i) Holdings’ wholly owned subsidiary New Growth Horizon, LLC, a Missouri limited liability company, will first, convert to a state law corporation under the Missouri General and Business Corporation Law, to be named New Growth Horizon, Inc. (“Horizon Corp”), then (ii) Holdings will contribute all of its equity interests in Horizon Corp and Arches to MSA Newco and simultaneously therewith, Horizon Corp will convert to a Missouri limited liability company, New Growth Horizon II, LLC (“Horizon LLC”), in a transaction intended to qualify as a “reorganization” under Section 368(a)(1)(F) of the Code, then (iii) Horizon LLC will distribute all of its nonregulated assets to MSA Newco and enter into a Management Services Agreement in the form attached hereto as Exhibit J (the “Management Services Agreement”) with MSA Newco for the management and operation of its remaining assets, and finally, (iv) MSA Newco will distribute all of its equity interests in Horizon LLC to Holdings, and (v) Horizon LLC will file an election by filing form 8832 to convert into a corporation for federal and state income Tax purposes as of the date immediately following its distribution by MSA Newco to Holdings (collectively, the “Holdings Restructure”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

The following terms have the meanings specified or referred to in this Article I:

“280E” has the meaning set forth in Section 6.09.

“280E Liability” means the amount of the aggregate outstanding consolidated accrued liability of the Acquired Companies arising under 280E as of Closing, as determined in accordance with the Accounting Principles.

“280E Pre-Closing Tax Refund” has the meaning set forth in Section 6.12.

“280E Tax Reserve” means a tax reserve account, established by the Acquired Companies in accordance with the Accounting Principles, and funded in Cash for the purpose of paying any outstanding liabilities arising in connection with any 280E Liability.

“280E Tax Reserve Shortfall” means the amount, if any, by which the 280E Liability exceeds the amount of the 280E Tax Reserve.

“Accounting Principles” means (i) the specific terms and definitions in this Agreement and the specific policies, terms and matters set forth on Exhibit K, (ii) to the extent not inconsistent with the foregoing clause (i), the accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the year of 2023, which includes the elimination of the fees under the management services agreements and consolidates all operations thereunder, and (iii) to the extent not addressed in the foregoing clauses (i) or (ii), GAAP as of the Closing Date. For the avoidance of doubt, clause (i) shall take precedence over clauses (ii) and (iii), and clause (ii) shall take precedence over clause (iii).

“Acquired Companies” means the Companies and their respective Subsidiaries. For the avoidance of doubt, Acquired Companies for the period from and after Closing includes the Surviving Companies.

“Acquisition Multiple” means the quotient of (a) the sum of (i) 174,002,004 multiplied by the Closing Share Price, plus (ii) $41,443,958 (imputed for Assumed Indebtedness and Closing Indebtedness), plus (iii) $5,000,000 (imputed for Pre-Closing Taxes plus 280E Tax Reserve Shortfall), less (iv) $3,000,000 (imputed for Closing Cash), less (v) $2,000,000 (imputed for the Adjusted 280E Reserve), less (vi) $2,500,000 (imputed for investment in ROI Wellness Center IV, LLC, divided by (b) Closing EBITDA. Exhibit A sets forth an illustrative calculation of the Acquisition Multiple based upon assumptions with respect to each of the foregoing values as of the date hereof (the “Acquisition Multiple Worksheet”).

“Acquisition Proposal” has the meaning set forth in Section 5.04(a).

“Act” has the meaning set forth in Section 11.15.

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“Actual Closing Merger Consideration” means the amount of the Closing Merger Consideration as calculated and finally determined in accordance with Sections 2.17(b) and (c).

“Additional Shares” has the meaning set forth in Section 5.18.

“Adjusted 280E Reserve” means an amount equal to the lesser of (x) $2,000,000 and (y) the 280E Tax Reserve, if any, plus any other tax reserve account established by the Acquired

Companies in accordance with the Accounting Principles, and funded in Cash, for the purpose of paying any outstanding liabilities in respect of Taxes arising during any Pre-Closing Tax Period (other than 280E Liability).

“Adjusted EBITDA” means (a) the consolidated net income (or loss) from operations of the Acquired Companies (or the Surviving Companies, as applicable), plus (b) if and to the extent deducted in the calculation of consolidated net income (or loss) for such period, (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization expense, (iv) any intercompany costs and expenses, corporate overhead allocations and similar items between the Acquired Companies on the one hand and Parent and its Affiliates (other than the Acquired Companies), on the other hand (other than E-Commerce Platform Fees and Delivery Fees and the Delivery Costs) in excess of, in a particular fiscal year, the lower of (A) $1,000,000, and (B) 1% of the Acquired Companies’ revenues, (v) losses and expenses related to dispositions of assets not in the Ordinary Course of Business, (vi) non-cash write-downs of assets, (vii) any and all costs, fees or expenses that an Acquired Company incurs with respect to the lease, acquisition or maintenance of delivery vehicles, whether a capital or ordinary expense, and the hiring and payment of delivery drivers in connection with mobile deliveries related to its use of the E-Commerce Platform (the “Delivery Costs”), (viii) decrease in work-in-process (WIP) inventory, and (ix) decrease in finished goods inventory for non-third party products, less (c) any cash payments including interest expenses for rent and/or leases not otherwise expensed in operating expenses, and less (d) if and to the extent included in the calculation of consolidated net income (or loss) for such period, (i) any interest income, (ii) gain relating to any disposed of assets not in the Ordinary Course of Business, (iii) non-cash write-ups of assets, (iv) increase in work-in-process (WIP) inventory, and (v) increase in finished goods inventory for non-third party products; in the case of each of the foregoing in clauses (a) through (d), for such period and as determined in accordance with the Company Earn-Out Accounting Principles. Exhibit B, which is included solely for illustrative purposes, sets forth an illustrative calculation of Adjusted EBITDA (the “Adjusted EBITDA Worksheet”).

“Adjusted EBITDA Worksheet” has the meaning set forth in the definition of “Adjusted EBITDA.”

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Aggregate E-Commerce Earn-Out Amount” means an amount equal to the greater of (a) $37,500,000 or (b) the product of (i) five (5) multiplied by (ii) the E-Commerce Earn-Out Revenue Amount.

“Aggregate Issued Parent Shares” has the meaning set forth in Section 5.18. “Agreement” has the meaning set forth in the preamble.

“Ancillary Documents” means: (a) the Lock-Up Letters, (b) the Escrow Agreement, (c) the Letters of Transmittal, (d) the Investor Rights Agreement, (e) the Written Consent, (f) the Management Services Agreement, (g) the Option Agreement, and (h) each other agreement, instrument or document entered into or required to be delivered in connection with the transactions contemplated hereby and thereby.

“Arches” means Arches IP, Inc., a Delaware corporation.

“Arches Value Amount” means an amount equal to $2,139,200.

“Articles of Merger” has the meaning set forth in Section 2.04.

“Assumed Indebtedness” means (a) the outstanding principal and interest owing by any Acquired Company to Chicago Atlantic under the terms of the Credit Agreement among Holdings, New Growth Horizon, LLC, NGH, the other borrowers party thereto, the guarantors and lenders party thereto, and Chicago Atlantic Admin, LLC, as administrative agent, dated as of May 9, 2022, as the same may be amended and/or assigned and assumed (the “CA Credit Agreement”), and (b) the outstanding principal and interest owing by New Growth Horizon, LLC (“New Growth Horizon”) to Captiva Healing, LLC under that certain Promissory Note dated May 4, 2022, and any outstanding amounts due by New Growth Horizon to Occidental Group, Inc. (“Occidental”) pursuant to that certain Asset Purchase Agreement between New Growth Horizon and Occidental.

“Audited Financial Statements” has the meaning set forth in Section 3.06.

“Balance Sheet” has the meaning set forth in Section 3.06(a).

“Balance Sheet Date” has the meaning set forth in Section 3.06(a).

“Benefit Plan” has the meaning set forth in Section 3.20(a).

“Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in New York, New York are authorized or required by Law to be closed for business.

“Canadian Securities Regulators” means the applicable securities commission or securities regulatory authority in each of the provinces and territories of Canada.

“Cannabis Consents” means any and all consents, approvals, clearances, orders or authorizations of, or registrations, declarations or filings with, notices to, or other requirements of any Governmental Authority or under any Permit held by the Holdings Entities in connection with the business of the Holdings Entities in the cannabis industry.

“Cannabis Licenses” means any and all Permits required to be obtained from any Governmental Authority pursuant to Article XIV of the Missouri Constitution, 19 CSR 100-1.010, et seq. of the Division of Cannabis Regulation rules, and any corresponding state, county, municipal and other local Laws, for the operation of any cannabis establishment, including a cultivation facility, a dispensary facility, a manufacturing facility, a transportation facility, a cannabis consumption lounge, or other local government designated consumption area.

“Cap” has the meaning set forth in Section 9.04(a).

“Cash” means cash and cash equivalents (including marketable securities and short-term investments convertible to cash in no more than ten (10) calendar days) calculated in accordance with the Accounting Principles.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.

“Charter Documents” has the meaning set forth in Section 3.03.

“Closing” has the meaning set forth in Section 2.02.

“Closing Cash” means (i) an amount, if any, by which the unrestricted Cash held by the Acquired Companies as of the Closing exceeds the Adjusted 280E Reserve, up to an amount equal to $3,000,000, plus (ii) such amount of excess unrestricted Cash reserves held by the Acquired Companies as of January 1, 2025, which amounts, or any portion thereof, may be contributed by Holdings, at Holdings’ option, as additional Cash at Closing and which amounts would be as set

forth on a “Closing Cash Schedule” delivered by Holdings to Parent at least three (3) days prior to Closing.

“Closing Certificate” means a certificate executed by the Chief Financial Officer or other officer of Holdings certifying on behalf of each of the Acquired Companies, as of the Closing Date, (a) an itemized list of all outstanding Closing Indebtedness and the Person to whom such outstanding Closing Indebtedness is owed and an aggregate total of such outstanding Closing Indebtedness, (b) the amount of Transaction Expenses remaining unpaid as of the Closing (including an itemized list of each such unpaid Transaction Expense with a description of the nature of such expense and the Person to whom such expense is owed), (c) the Estimated Closing Statement, and that the Estimated Closing Statement was prepared in all material respects in accordance with the Accounting Principles and (d) the Inventory Statement, and that the Inventory Statement was prepared in all material respects in accordance with Section 2.16(a)(ii).

“Closing Date” has the meaning set forth in Section 2.02.

“Closing EBITDA” means $31,000,000.

“Closing Indebtedness” means, subject to the limitations set forth in the definition of “Indebtedness,” the aggregate amount of any unpaid Indebtedness of the Acquired Companies remaining as of the Closing (other than, and without duplication of, the Assumed Indebtedness, Payoff Indebtedness and amounts included in Current Liabilities that are taken into account in the calculation of the Closing Working Capital).

“Closing Merger Consideration” means the sum of:

(a)the EBITDA Consideration, plus

(b)the Closing Cash, plus

(c)the Arches Value Amount; plus

(d)provided that the 280E Tax Reserve is not less than the 280E Liability, an amount equal to the Adjusted 280E Reserve, less

(e)the amount of Assumed Indebtedness, less

(f)the amount of Closing Indebtedness, less

(g)the amount of the 280E Tax Reserve Shortfall, if any, less

(h)the amount of any Pre-Closing Taxes, less

(i)the amount of any unpaid Transaction Expenses, plus

(j)$2.5 million, in respect of an investment ROI Wellness Center IV, LLC, plus

(k)the amount by which Closing Working Capital exceeds the Target Working Capital or minus the amount by which Closing Working Capital is less than the Target Working Capital.

“Closing Merger Consideration Worksheet” means the illustrative calculation of the Closing Merger Consideration set forth on Exhibit C, which is included solely for illustrative purposes.

“Closing Share Price” means $0.52.

“Closing Share Payment” means a number of Parent Shares equal to (a) the quotient of (i) the Estimated Closing Merger Consideration, divided by (ii) the Closing Share Price, less (b) the Escrow Shares.

“Closing Working Capital” means: (a) the consolidated Current Assets of the Acquired Companies, less (b) the consolidated Current Liabilities of the Acquired Companies, determined as of the Closing.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Combined Tax Claim” has the meaning set forth in Section 6.06.

“Companies” has the meaning set forth in the preamble.

“Company” has the meaning set forth in the preamble.

“Company Arches Percentage” means 15.28%.

“Company Boards” has the meaning set forth in the recitals.

“Company Charter Documents” has the meaning set forth in Section 3.03.

“Company Earn-Out Accounting Principles” means (a) the specific terms and definitions (including Adjusted EBITDA) in this Agreement, and (b) to the extent not inconsistent with the foregoing clause (a), GAAP. In applying GAAP, Parent intends to consistently take a view to align Adjusted EBITDA as closely as possible to operating cash flow and minimize balance sheet related adjustments.

“Company Earn-Out Amount” means the sum of the following, to the extent a positive amount, calculated in accordance with the Company Earn-Out Accounting Principles:

(a)the product of four (4) multiplied by the following (which may be a positive amount or negative number):

(i)the greater of (A) the trailing twelve (12) month Adjusted EBITDA for the twelve full calendar months ending December 31, 2026 and (B) the trailing nine (9) month Adjusted EBITDA for the last nine (9) months of calendar year 2026, such amount annualized to reflect a full 12-month period,

minus

(ii)the Closing EBITDA;

minus

(b)subject to Section 2.19(d), the aggregate amount of any Post-Closing Debt,

plus

(c)any Net Pre-Closing Tax Refund which is required to be applied to this calculation pursuant to Section 6.12 at the time of calculation.

“Company Earn-Out Period Financial Statements” shall have the meaning set forth in Section 2.19(b)(i).

“Company Earn-Out Shares” shall have the meaning set forth in Section 2.19(c).

“Company Earn-Out Statement” shall have the meaning set forth in Section 2.19(b)(i).

“Company Intellectual Property” means all Intellectual Property that is owned or held for use by any Holdings Entity.

“Company IP Agreements” means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to Intellectual Property to which any Holdings Entity is a party, beneficiary or otherwise bound, excluding so-called “off-the-shelf” products and “shrink wrap” software licensed to any Holdings Entity in the Ordinary Course of Business.

“Company IP Registrations” means all Company Intellectual Property, which is registered or for which an application for registration has been filed by any Holdings Entity, to or with any Governmental Authority or authorized private registrar in any jurisdiction, including issued patents, registered trademarks, domain names and copyrights, and pending applications for any of the foregoing.

“Company IT Systems” means all software, computer hardware, servers, networks, platforms, peripherals, and similar or related items of automated, computerized, or other information technology (IT) networks and systems (including telecommunications networks and systems for voice, data, and video) owned, leased, licensed, or used (including through cloud-based or other third-party service providers) by the Holdings Entities.

“Confidentiality Agreement” has the meaning set forth in Section 5.03(b).

“Consideration Shares” has the meaning set forth in Section 5.18.

“Contracts” means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.

“Counsel” has the meaning set forth in Section 11.16(a).

“Current Assets” means, on a consolidated basis, accounts receivable, Inventory, prepaid expenses and other current assets of the Acquired Companies, but excluding (a) Cash (including restricted cash), (b) the portion of any prepaid expense of which the Acquired Companies will not receive the benefit following the Closing, (c) Tax assets and deferred Tax assets, (d) the current portion of any intercompany receivables, and (e) the current portion of any lease assets and rights of use, each determined in accordance with the Accounting Principles. For purposes of this definition, Inventory shall be determined in accordance with the definition of “Inventory” in this Agreement and shall, to the extent conflicting with the Inventory Accounting Principles, supersede the Inventory Accounting Principles. For the avoidance of doubt, for purposes of this definition, Inventory shall include only final packaged products that are no more than 90 days old from the date of production and packaging completion, and from the date of purchase from third-party suppliers.

“Current Liabilities” means, on a consolidated basis, accounts payable, accrued expenses (excluding accrued expenses in the Ordinary Course of Business) and other current liabilities of the Acquired Companies, but excluding (a) Tax liabilities and deferred Tax liabilities, (b) the current portion of any lease liabilities, (c) the current portion of any intercompany payables, (d) Transaction Expenses, and (e) the current portion of any other Indebtedness of the Acquired Companies, including, without limitation, the Assumed Indebtedness and Closing Indebtedness, each determined in accordance with the Accounting Principles.

“D&O Claim” has the meaning set forth in Section 5.09(b).

“D&O Indemnified Party” has the meaning set forth in Section 5.09(a).

“D&O Indemnifying Party” has the meaning set forth in Section 5.09(b).

“Deductible” has the meaning set forth in Section 9.04(a).

“Delivery Costs” has the meaning set forth in the definition of “Adjusted EBITDA.”

“Direct Claim” has the meaning set forth in Section 9.05(c).

“Disclosure Schedules” means the Disclosure Schedules delivered by Holdings and the Companies and Parent concurrently with the execution and delivery of this Agreement, as may be supplemented or amended in accordance with Section 5.17.

“Disputed Amounts” has the meaning set forth in Section 2.17(c)(iii).

“Dollars” or “$” means the lawful currency of the United States; unless otherwise expressly set forth in this Agreement, any amounts referred to herein, or for any calculations hereunder, that rely upon or reference amounts in Canadian dollars shall be converted to United States Dollars for the purposes hereof, based on the exchange rate posted by the Bank of Canada on the trading day preceding the applicable date of such amount or calculation, to ensure that such amounts or calculations are determined or calculated on a consistent basis hereunder.

“Downward Adjustment Amount” has the meaning set forth in Section 2.17(d)(ii).

“Earn-Out Period” has the meaning set forth in Section 2.19(d)

“E-Commerce Earn-Out Accounting Principles” means (a) the specific terms and definitions (including E-Commerce Earn-Out Revenue Amount) in this Agreement, and (b) to the extent not inconsistent with the foregoing clause (a), GAAP.

“E-Commerce Earn-Out Amount” means (a) the Aggregate E-Commerce Earn-Out Amount multiplied by (b) 10%.

“E-Commerce Earn-Out Measurement Period” means either (a) January 1, 2026 through December 31, 2026 or (b) April 1, 2026 through December 31, 2026 but with the resulting E-Commerce Earn-Out Revenue Amount annualized to reflect a full 12-month period, determined based upon which of (a) or (b) results in a higher value for determination of the E-Commerce Earn Out Revenue Amount.

“E-Commerce Earn-Out Period Financial Statements” shall have the meaning set forth in Section 2.20(b)(i).

“E-Commerce Earn-Out Revenue Amount” means the sum of (a) 5% of the aggregate dollar amount of all delivery sales (inclusive or loyalty credits, but net of discounts) processed through the E-Commerce Platform during the E-Commerce Earn-Out Measurement Period, plus (b) 2.5% of the aggregate dollar amount of all online pick-up, curbside, or drive thru sales (inclusive or loyalty credits, but net of discounts) processed through the E-Commerce Platform during the E-Commerce Earn-Out Measurement Period, plus (c) 1% of the aggregate dollar amount of all walk-in sales (inclusive or loyalty credits, but net of discounts) processed through the E-Commerce Platform during the E-Commerce Earn-Out Measurement Period, calculated, in each case, without deduction or offset for any expenses incurred for payment processing or other similar third-party expenses.

“E-Commerce Earn-Out Share Cap Amount” means a number of shares equal to (a) the Closing Share Payment minus (b) Company Earn-Out Shares.

“E-Commerce Earn-Out Shares” shall have the meaning set forth in Section 2.20(c).

“E-Commerce Earn-Out Statement” shall have the meaning set forth in Section 2.20(b)(i).

“E-Commerce Platform” means the intellectual property, technology, employees, noncompetition agreements, present and future contracts and other assets collectively comprising the Arches operating platform, in each case, used in connection with demand and delivery operations.

“E-Commerce Platform Fees and Delivery Fees” means fees charged to the Holdings Entities for their use of the E-Commerce Platform, including 1% of walk-in revenues, 2.5% of pick-up revenues and 5% of delivery revenues.

“Earn-Out Amount” means the sum of (a) the Company Earn-Out Amount plus (b) the E-Commerce Earn-Out Amount.

“Earn-Out Share Price” means the greater of (a) $1.05 (as adjusted for stock splits, reverse stock splits and similar matters) and (b) the 20-day volume weighted average price of the Parent Shares on the Exchange (converted to United States Dollars based on the average exchange rate posted by the Bank of Canada as of the end of each trading day during such 20-day period), as reported by Bloomberg Finance L.P. over the twenty (20) consecutive trading day period ending immediately prior to the end of the Earn-Out Period.

“Earn-Out Shares” means the Company Earn-Out Shares and the E-Commerce Earn-Out Shares.

“EBITDA Consideration” means the product of the Acquisition Multiple multiplied by the Closing EBITDA.

“EBITDA Deficiency” shall have the meaning set forth in Section 2.19(g).

“EBITDA Margin” means, (A) for the year ending December 31, 2026, the quotient, expressed as a percentage, of (a) Adjusted EBITDA for such period, divided by (b) gross revenue from sales, less the cost of sales returns and discounts, for such period and (B) for the year ending

December 31, 2024, the quotient, expressed as a percentage, of (a) Closing EBITDA, divided by (b) gross revenue from sales, less the cost of sales returns and discounts, for the year ending December 31, 2024.

“Effective Time” has the meaning set forth in Section 2.04.

“Encumbrance” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, assignment, option, preemptive purchase right, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“Environmental Attributes” means any emissions and renewable energy credits, energy conservation credits, benefits, offsets and allowances, emission reduction credits or words of similar import or regulatory effect (including emissions reduction credits or allowances under all applicable emission trading, compliance or budget programs, or any other federal, state or regional emission, renewable energy or energy conservation trading or budget program) that have been held, allocated to or acquired for the development, construction, ownership, lease, operation, use or maintenance of any Holdings Entity as of: (a) the date of this Agreement; and (b) future years for which allocations have been established and are in effect as of the date of this Agreement.

“Environmental Claim” means any Action, Governmental Order, lien, fine, penalty, or, as to each, any settlement or judgment arising therefrom, by or from any Person alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from: (a) the presence, Release of, or exposure to, any Hazardous Materials; or (b) any actual or alleged non-compliance with any Environmental Law or term or condition of any Environmental Permit.

“Environmental Law” means any applicable Law, and any Governmental Order or binding agreement with any Governmental Authority: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials. The term “Environmental Law” includes, without limitation, the following (including their implementing regulations and any state analogs): the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq.

“Environmental Notice” means any written directive, notice of violation or infraction, or notice respecting any Environmental Claim relating to actual or alleged non-compliance with any Environmental Law or any term or condition of any Environmental Permit.

“Environmental Permit” means any Permit, letter, clearance, consent, waiver, closure, exemption, decision or other action required under or issued, granted, given, authorized by or made pursuant to Environmental Law.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ERISA Affiliate” means all employers (whether or not incorporated) that would be treated together with any Holdings Entity or any of its Affiliates as a “single employer” within the meaning of Section 414 of the Code.

“Escrow Agent” means Odyssey Transfer and Trust Company (or another escrow agent reasonably agreed upon by ▇▇▇▇▇▇ and the Company).

“Escrow Agreement” means an Escrow Agreement, to be dated as of the Closing Date, among Parent, the Member Representative and the Escrow Agent, in the form reasonably acceptable to such parties, but which, in any event, shall contemplate an escrow term for the Escrow Shares of twenty-four (24) months following Closing (subject to any pending claims).

“Escrow Shares” means 10% of the aggregate number of Parent Shares issued as part of the Estimated Closing Merger Consideration in connection with Closing.

“Estimated Closing Merger Consideration” has the meaning set forth in Section 2.17(a)(i).

“Estimated Closing Statement” has the meaning set forth in Section 2.17(a)(i).

“Exchange” means the Canadian Securities Exchange (provided, that references herein to trading prices on the Exchange shall, if applicable, be deemed to refer to any successor primary exchange on which Parent chooses to list its Parent Shares, and to the extent such successor exchange is a U.S. exchange, any corresponding references to conversions between Canadian dollars and US dollars will be accordingly ignored for purposes of this Agreement).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Approval” means the approval by the Exchange of the transactions contemplated by this Agreement.

“Excluded Taxes” means any Taxes (a) treated as a liability or otherwise taken into account in the calculation of the Total Merger Consideration, or (b) for which the Holdings Entities have established a cash reserve specifically designated as being a reserve solely for unpaid Taxes (including, solely for Taxes attributable to 280E, the 280E Tax Reserve).

“Expense Amount” means $100,000.

“Expense Fund” has the meaning set forth in Section 2.12.

“Federal Cannabis Laws” means any U.S. federal laws, civil, criminal or otherwise, as such relate, either directly or indirectly, to the cultivation, harvesting, production, distribution, sale and possession of cannabis, marijuana or related substances or products containing or relating to the same, including the prohibition on drug trafficking under 21 U.S.C. § 841(a), et seq., the conspiracy statue under 18 U.S.C. § 846, the bar against aiding and abetting the conduct of an offense under 18 U.S.C. § 2, the bar against misprision of a felony (concealing another’s felonious conduct) under 18 U.S.C. § 4, the bar against being an accessory after the fact to criminal conduct under 18 U.S.C. § 3 and federal money laundering statutes under 18 U.S.C. §§ 1956, 1957 and 1960 and the regulations and rules promulgated under any of the foregoing.

“Final Closing Statement” has the meaning set forth in Section 2.17(b).

“Financial Statements” has the meaning set forth in Section 3.06.

“Forfeiture Amount” means, calculated in accordance with the Company Earn-Out Accounting Principles, the sum of (a) the product of the Acquisition Multiple multiplied by the EBITDA Deficiency, plus (b) subject to Section 2.19(d), the aggregate amount of any Post-Closing Debt minus (c) any Net Pre-Closing Tax Refund which is required to be applied to this calculation pursuant to Section 6.12 at the time of calculation. Exhibit K, which is included solely for illustrative purposes, sets forth an illustrative calculation of the Forfeiture Amount (the “Forfeiture Amount Worksheet”).

“Forfeiture Amount Worksheet” has the meaning set forth in the definition of “Forfeiture Amount.”

“Fraud” means actual and intentional common law fraud under Delaware law, and does not include equitable fraud, constructive fraud, promissory fraud, unfair dealings fraud, unjust enrichment, or any torts (including fraud) or other claim based on gross negligence, negligence or recklessness (including based on constructive knowledge or negligent misrepresentation) or any other equitable claim.

“Fundamental Representations” has the meaning set forth in Section 9.01.

“GAAP” means the generally accepted accounting standards in the United States.

“Governmental Authority” means any federal, state, commonwealth, provincial, municipal, local or foreign government or political subdivision thereof, or any court, agency or other entity, body, organization or group, exercising any executive, legislative, judicial, quasi-judicial, regulatory or administrative function of government, or any supranational body, arbitrator, court or tribunal of competent jurisdiction, including, for greater certainty the Exchange.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Hazardous Materials” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or manmade, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, and polychlorinated biphenyls and per- and poly fluoroalkyl substances.

“Historical Accounting Principles” means with respect to the Audited Financial Statements, Unaudited Financial Statements and the Interim Financial Statements, GAAP, in all material respects, applied on a consistent basis throughout the periods involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes, and except for the consistently applied deviations from GAAP described on Exhibit H.

“Holdings” has the meaning set forth in the preamble.

“Holdings Auditor” means BGM CPA, LLC.

“Holdings Entities” means, collectively, the Companies, New Growth Horizon, LLC, a Missouri limited liability company, Nirvana Investments, LLC, a Missouri limited liability company, Nirvana Bliss I, LLC, a Missouri limited liability company, Nirvana Bliss II, LLC, a Missouri limited liability company, Nirvana Bliss III, LLC, a Missouri limited liability company, Nirvana Bliss V, LLC, a Missouri limited liability company, 5150 Processing, LLC, a Missouri limited liability company, Bold Lane Logistics, LLC, a Missouri limited liability company.

“Holdings Indemnitees” has the meaning set forth in Section 9.03.

“Holdings Membership Interests” means the limited liability company interests in Holdings.

“Holdings Restructure” has the meaning set forth in the recitals.

“Holdings Update” has the meaning set forth in Section 5.17(a).

“HSR Act” means the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended.

“Indebtedness” means, without duplication for any obligations which are already reflected in the Transaction Expenses or Current Liabilities, with respect to any Person (without duplication), (a) all obligations of such Person for borrowed money, including without limitation all obligations for principal and interest, and for prepayment and other penalties, fees, costs and charges of whatsoever nature with respect thereto, (b) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person, (c) all obligations of such Person issued or assumed as the deferred purchase price of property or services (other than accounts payable to suppliers and similar accrued liabilities incurred in the ordinary course of the Person’s business and paid in a manner consistent with industry practice and other than any such obligations for services to be rendered in the future), (d) except for purposes of the determination of Closing Indebtedness or Closing Merger Consideration, all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any lien or security interest on property owned or acquired by such Person whether or not the obligations secured thereby have been assumed, (e) except for purposes of the determination of Closing Indebtedness or Closing Merger Consideration and Section 9.02(g), all capitalized lease obligations of such Person, and any obligations under leases that would be required to be capitalized under GAAP, (f) all obligations (including but not limited to reimbursement obligations) relating to the issuance of letters of credit for the account of such Person (but, for purposes of the determination of Closing Indebtedness or Closing Merger Consideration, only to the extent drawn), (g) except as included in the Assumed Indebtedness, all obligations arising out of interest rate and currency swap agreements, cap, floor and collar agreements, interest rate insurance, currency spot and forward contracts and other agreements or arrangements designed to provide protection against fluctuations in interest or currency exchange rates, (h) any off balance sheet financing (but excluding all leases that would be recorded under GAAP as operating leases), (i) except for any obligations due by New Growth Horizon to ROI Wellness Center IV, LLC (“ROI”) pursuant to that certain Asset Purchase Agreement dated August 16, 2024 between New Growth Horizon and ROI, any earnout or other such similar contingent payment liabilities (but, for purposes of the determination of Closing Indebtedness or Closing Merger Consideration, only to the extent no longer contingent or to the extent then due and payable), (j) any liabilities or obligations to current or former holders of equity securities in respect of dividends or other distributions, and (k) obligations in the nature of guarantees of obligations of the type described in clauses (a) through (j) above of any other Person (but, for purposes of the determination of Closing Indebtedness or Closing Merger Consideration, only to the extent any such guarantee has been drawn or funded).

“Indemnified Party” has the meaning set forth in Section 9.05.

“Indemnified Taxes” has the meaning set forth in Section 6.03.

“Indemnifying Party” has the meaning set forth in Section 9.05.

“Independent Accountant” has the meaning set forth in Section 2.17(c)(iii).

“Insurance Policies” has the meaning set forth in Section 3.16.

“Intellectual Property” means any and all rights in, arising out of, or associated with any of the following in any jurisdiction throughout the world: (a) issued patents and patent applications (whether provisional or non-provisional), including divisionals, continuations, continuations-in-

part, substitutions, reissues, reexaminations, extensions, or restorations of any of the foregoing, and other Governmental Authority-issued indicia of invention ownership (including certificates of invention, ▇▇▇▇▇ patents, and patent utility models) (“Patents”); (b) trademarks, service marks, brands, certification marks, logos, trade dress, trade names, and other similar indicia of source or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration, and renewals of, any of the foregoing (“Trademarks”); (c) copyrights and works of authorship, whether or not copyrightable, and all registrations, applications for registration, and renewals of any of the foregoing (“Copyrights”); (d) internet domain names and social media account or user names (including “handles”), whether or not Trademarks, all associated web addresses, URLs, websites and web pages, social media sites and pages, and all content and data thereon or relating thereto, whether or not Copyrights; (e) mask works, and all registrations, applications for registration, and renewals thereof; (f) industrial designs, and all Patents, registrations, applications for registration, and renewals thereof; (g) trade secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology, business and technical information, databases, data compilations and collections, tools, methods, processes, techniques, and other confidential and proprietary information and all rights therein (“Trade Secrets”); (h) computer programs, operating systems, applications, firmware, and other code, including all source code, object code, application programming interfaces, data files, databases, protocols, specifications, and other documentation thereof; (i) rights of publicity; and (j) all other intellectual or industrial property and proprietary rights.

“Intended Merger Tax Treatment” has the meaning set forth in Section 2.22(a).

“Intended Restructure Tax Treatment” has the meaning set forth in Section 2.22(b).

“Interim Balance Sheet” has the meaning set forth in Section 3.06.

“Interim Balance Sheet Date” has the meaning set forth in Section 3.06.

“Interim Financial Statements” has the meaning set forth in Section 3.06.

“Inventory” means all inventory, using the First-in-First-Out (“FIFO”) method of inventory valuation; provided, that for purposes of the determination of Current Assets, the Estimated Closing Merger Consideration and the Actual Closing Merger Consideration, “Inventory” shall be calculated as follows: inventory, excluding raw materials, flower, trim, “fresh frozen,” seeds, plant genetics (including mother plants), strains, work-in process, and supply and packaging inventory but including finished goods in final packaged form and no more than 90 days old from the date of production and/or purchase from third-party suppliers; provided, that any items that are nonconforming or defective (except items that may be remediated or qualified for extraction by an Acquired Company), damaged, or obsolete shall be excluded from the definition of Inventory. For the avoidance of doubt, any inventory shall be quantified on a dollar basis, based on the lower of fair value (on an arms-length transaction basis) and cost of production or purchase from third-party products.

“Inventory Accounting Principles” has the meaning set forth in Section 2.17(a)(ii).

“Inventory Statement” has the meaning set forth in Section 2.17(a)(ii).

“Investor Rights Agreement” has the meaning set forth in Section 2.03(a)(xiii).

“Joinder” has the meaning set forth in Section 5.18.

“Knowledge” means, when used with respect to Holdings, the Companies or the Holdings Entities, the actual knowledge of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, after reasonable inquiry, and without imposing any personal liability on such Person, and (b) ▇▇▇▇▇▇, the actual knowledge of ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇, after reasonable inquiry, and without imposing any personal liability on such Person.

“Law(s)” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Letter of Transmittal” has the meaning set forth in Section 2.11(b).

“Liabilities” has the meaning set forth in Section 3.07.

“Licensed Intellectual Property” means all Intellectual Property in which the Holdings Entities hold any rights or interests granted by other Persons, including any of their Affiliates.

“Lock-Up Letter” has the meaning set forth in Section 2.03(a)(vii).

“Losses” means losses, Taxes, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers; provided, however, that “Losses” shall not include (a) any special, exemplary or punitive damages, except to the extent actually awarded to a Governmental Authority or other third party, (b) any consequential, indirect, remote or speculative damages, any diminution in value of assets, lost profits or opportunity, or any such items calculated based upon a multiple of earnings, book value or similar approach, except to the extent actually awarded to a Governmental Authority or other third party, or (c) any such items to the extent duplicative, contingent or otherwise (in the case of a third party claim) unasserted; provided that attorney’s or other professional’s fees and expenses incurred in connection with the discovery or actual or potential defense of a contingent or otherwise unasserted claim shall not be excluded under this clause (c).

“Majority Holders” has the meaning set forth in Section 11.01(b).

“Management Services Agreement” has the meaning set forth in the recitals.

“Market Share” means:

(a)As of December 31, 2024, the quotient of (i) the Holding Entities’ consolidated revenue from retail sales (other than any revenue from discontinued operations during such calendar year) in the State of Missouri for the calendar year ending December 31, 2024, divided by (ii) the aggregate retail revenues for the sale of medical and adult use cannabis in the State of Missouri, as reported by DHSS on its Missouri Medical and Adult Use Cannabis Annual Report for the calendar year ending December 31, 2024.

(b)As of December 31, 2026, the quotient of (i) the consolidated revenue from retail sales of the Parent, the Acquired Companies, and any of their Affiliates in the State of Missouri for the calendar year ending December 31, 2026, divided by (ii) aggregate retail revenues for the sale of medical and adult use cannabis in the State of Missouri, as reported by DHSS on its Missouri Medical and Adult Use Cannabis Annual Report for the calendar year ending December 31, 2026.

“Material Adverse Effect” means any effect, event, development, occurrence, fact, condition or change that has a material adverse effect, individually or in the aggregate, (a) on the business, results of operations, condition (financial or otherwise), Liabilities or assets of the Holdings Entities, taken as a whole, or (b) on the ability of Holdings or the Companies to perform their obligations under this Agreement or to consummate the Mergers, or on the consummation of (whether by prevention or material delay) the Mergers and the other transactions contemplated hereby; provided, however, that “Material Adverse Effect” shall not include any effect, event, development, occurrence, fact, condition or change, directly arising out of or attributable to: (a) changes in general business, economic or political conditions; (b) changes in conditions generally affecting the industries in which the Holdings Entities operate; (c) any changes in financial or securities markets in general; (d) any national or international political, regulatory or social conditions, including acts

of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof, pandemics, epidemics or states of emergency, whether declared or undeclared; (e) any “act of God,” including, but not limited to, weather, natural disasters and earthquakes; (f) any changes in applicable Laws or accounting rules, including GAAP; (g) any action required or permitted by this Agreement; (h) the public announcement or pendency of the transactions contemplated by this Agreement; or (i) any failure (in and of itself) by the Holdings Entities to meet, with respect to any period or periods, any projections or forecasts, estimates of earnings or revenues or business plan (provided, that any effect, event, development, occurrence, fact, condition or change giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been a Material Adverse Effect)); provided further, however, that any event, occurrence, fact, condition or change referred to in clauses (a) through (f) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Holdings Entities compared to other participants in the industries in which the Holdings Entities conduct their businesses.

“Material Contracts” has the meaning set forth in Section 3.09(a).

“Material Customers” has the meaning set forth in Section 3.15(a).

“Material Suppliers” has the meaning set forth in Section 3.15(b).

“Members” means the holders of all of the outstanding Holdings Membership Interests.

“Member Representative” has the meaning set forth in the preamble.

“Mergers” has the meaning set forth in the recitals.

“Merger Sub 1” has the meaning set forth in the preamble.

“Merger Sub 2” has the meaning set forth in the preamble.

“Minimum Cash Amount” means, as of the Closing, Cash in an amount equal to the sum of (a) $3,000,000 (exclusive of any 280E Tax Reserve), and (b) the amount of the Holdings Entities’ net cash flow from operating activities, on an after Tax basis, during the period from January 1, 2025, through the Closing as determined in accordance with the Accounting Principles.

“Missouri Act” has the meaning set forth in the recitals.

“Missouri Cannabis Laws” means any county, municipal and other local Laws regulated the sale and manufacture of cannabis and cannabis related products and any rules and regulations of Governmental Authorities relating thereto, including 19 CSR 100-1.100(2)(C) of the Code of State Regulations issued by DHSS.

“MSA ▇▇▇▇▇▇” has the meaning set forth in the recitals.

“MSA Newco Common Stock” means all issued and outstanding common stock of MSA Newco.

“MSA Newco Shares” has the meaning set forth in Section 3.04(a).

“Multiemployer Plan” has the meaning set forth in Section 3.20(c).

“Net Pre-Closing Tax Refund” has the meaning set forth in Section 6.12.

“NGH Common Stock” means all issued and outstanding common stock of NGH.

“NGH Merger” has the meaning set forth in the recitals.

“NGH Shares” has the meaning set forth in Section 3.04(a).

“Non-Privileged Deal Communications” has the meaning set forth in Section 11.16(c).

“Ordinary Course of Business” means the ordinary course of business, consistent with past practice, including with regard to nature, frequency and magnitude.

“Outside Closing Date” has the meaning set forth in Section 10.01(b)(ii).

“Parent” has the meaning set forth in the preamble.

“Parent Board” means the board of directors of Parent.

“Parent Board Recommendation” has the meaning set forth in Section 4.02.

“Parent Cannabis Laws” means the laws of the States of Minnesota, Maryland, and New York governing the cultivation, manufacture, production, distribution and/or retail sale of medical and adult-use cannabis, including any applicable ordinances, rules or regulations promulgated thereunder.

“Parent Financial Statements” has the meaning set forth in Section 4.08.

“Parent Indemnitees” has the meaning set forth in Section 9.02.

“Parent Material Adverse Effect” means any effect, event, development, occurrence, fact, condition or change that has a material adverse effect, individually or in the aggregate, (a) on the business, results of operations, condition (financial or otherwise), Liabilities or assets of Parent or its Affiliates, taken as a whole, or (b) on the ability of Parent, Merger Sub 1 or Merger Sub 2 to perform its obligations under this Agreement or to consummate the Mergers, or on the consummation of (whether by prevention or material delay) the Mergers and the other transactions contemplated hereby; provided, however, that “Parent Material Adverse Effect” shall not include any effect, event, development, occurrence, fact, condition or change, directly arising out of or attributable to: (a) changes in general business, economic or political conditions; (b) changes in conditions generally affecting the industries in which Parent or its Affiliates operate; (c) any changes in financial or securities markets in general; (d) any national or international political, regulatory or social conditions, including acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof, pandemics, epidemics or states of emergency, whether declared or undeclared; (e) any “act of God,” including, but not limited to, weather, natural disasters and earthquakes; (f) any changes in applicable Laws or accounting rules; (g) any action required or permitted by this Agreement; (h) the public announcement or pendency of the transactions contemplated by this Agreement; or (i) any failure (in and of itself) by Parent or its Affiliates to meet, with respect to any period or periods, any projections or forecasts, estimates of earnings or revenues or business plan (provided, that any effect, event, development, occurrence, fact, condition or change giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been a Parent Material Adverse Effect)); provided further, however, that any event, occurrence, fact, condition or change referred to in clauses (a) through (f) immediately above shall be taken into account in determining whether a Parent Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on Parent or its Affiliates compared to other participants in the industries in which Parent or its Affiliates conduct their businesses.

“Parent Multiple Voting Shares” means the multiple voting shares in the authorized share structure of Parent.

“Parent Resolution” means an ordinary resolution approving the business combination transaction with the Companies contemplated by this Agreement and related change of control of the Parent, as applicable, pursuant to applicable policies of the Canadian Securities Exchange.

“Parent Shareholder Approval” means the approval and adoption of the Parent Resolution (i) in the case of a meeting of shareholders, by at least 50% of the votes cast at a special meeting of shareholders of Parent by the holders of the Parent Shares and the Parent Multiple Voting Shares represented in person or by proxy and entitled to vote at such meeting or (ii) in the case of

action by written consent of the shareholders of Parent by at least 50% of the outstanding voting power.

“Parent Shareholder Meeting” has the meaning set forth in Section 5.14(f).

“Parent Shares” means the subordinate voting shares in the authorized share structure of Parent, or any subsequent securities which Parent Shares are converted into or exchanged for in connection with any reorganization, recapitalization, reclassification, consolidation, merger or other transaction involving Parent.

“Parent Share Recipient” has the meaning set forth in Section 5.18.
“Parent Update” has the meaning set forth in Section 5.17(b).

“Payoff Indebtedness” means all Closing Indebtedness set forth or described on Schedule 1, which may be updated by delivery of such updates by Holdings to Parent at least three (3) days prior to Closing.

“Payoff Letters” mean payoff letters from all holders of any Payoff Indebtedness of the Holdings Entities, in form and substance reasonably acceptable to Parent.

“Permits” means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.

“Permitted Encumbrances” has the meaning set forth in Section 3.10(a).

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Platform Agreements” has the meaning set forth in Section 3.12(h).

“Post-Closing Debt” means (i) any principal, interest, other fee payments on, and (without duplication) any accrued amounts (including interest and fees) of, indebtedness for borrowed money incurred (a) after Closing by an Acquired Company, whether as intercompany indebtedness for amounts borrowed from Parent (or its subsidiaries) or from a third party lender, pursuant to an Acquired Company’s request to the Parent to incur such indebtedness for use in the business and operations of the Acquired Companies, and with Parent’s consent and approval, which consent and approval may be withheld, delayed or conditioned in Parent’s sole and absolute discretion, or (b) after Closing by an Acquired Company, without the prior consent and approval of Parent and (ii) any payment or similar obligations in respect of the Acquired Companies’ acquisition transaction of or related to ROI Wellness Center IV, LLC.

“Post-Closing Tax Period” means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and the portion of any Straddle Period ending on and including the Closing Date.

“Pre-Closing Tax Refund” has the meaning set forth in Section 6.12.

“Pre-Closing Taxes” means all unpaid Taxes (excluding the 280E Liability) of the Acquired Companies as of the Closing for Pre-Closing Tax Periods for which the Acquired Companies have not established a Cash tax reserve specifically designated as being a reserve solely for unpaid Taxes (excluding the 280E Tax Reserve) calculated in accordance with the Accounting Principles.

“Privileged Communications” has the meaning set forth in Section 11.16(a).

“Privileged Deal Communications” has the meaning set forth in Section 11.16(b).

“Pro Rata Share” means, with respect to Holdings and any Parent Share Recipient at any time, such Person’s pro rata share of any obligations under this Agreement, including with respect

to any amounts required to be forfeited pursuant to Section 2.19, any indemnification or payment obligations under Article VI, Article IX or Article XI, or otherwise, which Pro Rata Share shall be equal to the quotient of (a) (i) with respect to Holdings, the number of Aggregate Issued Parent Shares then issued to Holdings and not distributed to the Parent Share Recipients pursuant to and in accordance with the terms and conditions of this Agreement, and (ii) with respect to any Parent Share Recipient, the number of Aggregate Issued Parent Shares then distributed by Holdings to such Parent Share Recipient pursuant to and in accordance with the terms and conditions of this Agreement, divided by (b) the total number of Aggregate Issued Parent Shares then issued by Parent, in each case expressed as a percentage; provided that the foregoing calculation shall not take into account any Aggregate Issued Parent Shares previously forfeited pursuant to Section 2.19 at the time of determination.

“Proxy Statement/Circular” has the meaning set forth in Section 5.14(a).

“Qualified Benefit Plan” has the meaning set forth in Section 3.20(c).

“Real Property” means the real property owned, leased or subleased by the Holdings Entities, together with all buildings, structures and facilities located thereon.

“Refund Holding Period” has the meaning set forth in Section 6.12.

“Regulator” has the meaning set forth in Section 11.15.

“Regulatory Consents” has the meaning set forth in Section 3.03.

“Release” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, without limitation, ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or fixture).

“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“Representative Losses” has the meaning set forth in Section 11.01(c).

“Required Consents” has the meaning set forth in Section 3.03.

“Resolution Period” has the meaning set forth in Section 2.17(c)(ii).

“Retained Executives” means ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇.

“Review Period” has the meaning set forth in Section 2.17(c)(i).

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Laws” means the securities legislation, securities regulation and securities rules, and the policies, notices, instruments and blanket orders having the force of Law (including those of the SEC, the Canadian Securities Regulators and the Exchange), in force from time to time in the United States, including any states of the United States, and the provinces or territories of Canada.

“SEDAR+” means the System for Electronic Data Analysis and Retrieval + (SEDAR+) as outlined in National Instrument 13-103.

“Seller Group” has the meaning set forth in Section 11.16(a).

“Shares” has the meaning set forth in Section 2.08(b).

“Single Employer Plan” has the meaning set forth in Section 3.20(c).

“Statement of Objections” has the meaning set forth in Section 2.17(c)(ii).

“Straddle Period” has the meaning set forth in Section 6.05.

“Subsidiary” means any subsidiary of a Person and shall, where applicable, also include any direct or indirect subsidiary of such Person formed or acquired after the date hereof.

“Takeover Laws” has the meaning set forth in Section 5.16.

“Target Working Capital” means $3,700,000.

“Taxes” means all federal, state, local, provincial or foreign taxes, duties, imposts, levies, assessments, tariffs and other charges in the nature of a tax that are imposed, assessed or collected by a Governmental Entity including, any income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties, import, anti-dumping or countervailing duties or other taxes, fees, assessments or charges in the nature of a tax, of any kind whatsoever, whether computed on a separate or consolidated, unitary, combined or other similar basis, whether disputed or not, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“Tax Claim” has the meaning set forth in Section 6.06.

“Tax Return” means any return, declaration, election, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Termination Fee” means $4,631,012.

“Third Party Claim” has the meaning set forth in Section 9.05(a).

“Third-Party Consents” has the meaning set forth in Section 3.03.

“Total Merger Consideration” means the sum of the Actual Closing Merger Consideration, plus, any Earn-Out Amount, less any Forfeiture Amount.

“Transaction Expenses” means, without duplication for any amounts which are already reflected in the Closing Indebtedness or Payoff Indebtedness, all unpaid fees, costs and expenses (including (A) financial advisory, broker, investment banking or similar advisory fees, costs and expenses and (B) any and all change of control, stay bonus, transaction completion bonus, severance payment or other similar payments made or required to be made to the current or former directors, managers, officers, independent contractors or employees of, or consultants or advisors to, the Holdings Entities as a result of this Agreement or the transactions contemplated hereby (together with any employment and similar Taxes payable by the Holdings Entities in connection with such payments)), incurred by any Holdings Entity and any Affiliate at or prior to the Closing (including any such fees, costs and expenses that become payable, at any time, as a result of the occurrence of the Closing) arising from or incurred in connection with the preparation, negotiation and execution of this Agreement and the Ancillary Documents, and the performance and consummation of the Mergers and the other transactions contemplated hereby and thereby, including any costs allocated to Holdings in the proviso in Section 11.02.

“Transaction Tax Deduction” means any Tax loss or deduction resulting from or attributable to (a) the payment of bonuses, change in control payments, severance payments, option payments, retention payments or similar payments made by the Company on or before the Closing Date or included in the computation of the Closing Merger Consideration; (b) the payments of fees, expenses and interest incurred by the Company with respect to the payment of Payoff Indebtedness in connection herewith; and (c) Transaction Expenses; provided that, in connection with the foregoing, the Companies shall be treated as having made, and shall timely make, an election under Revenue Procedure 2011-29, 2011-18 IRB 746, to treat 70% of any success based fees as deductible in the Pre-Closing Tax Period that includes the Closing Date for U.S. federal and applicable state income Tax purposes.

“Unaudited Financial Statements” has the meaning set forth in Section 3.06.

“Undisputed Amounts” has the meaning set forth in Section 2.17(c)(iii).

“Union” has the meaning set forth in Section 3.21(b).

“Upward Adjustment Amount” has the meaning set forth in Section 2.17(d)(i).

“WARN Act” means the federal Worker Adjustment and Retraining Notification Act of 1988, and similar state, local and foreign laws related to plant closings, relocations, mass layoffs and employment losses.

is less than

and

and

then, Holdings and each Parent Share Recipient will, within ten (10) Business Days of such determination, transfer to Parent a number of Parent Shares, rounded up to the nearest whole number, held by such Person equal to its Pro Rata Share of the quotient of the Forfeiture Amount divided by the Closing Share Price.

Notwithstanding anything contained herein to the contrary, in no event shall the total number of Parent Shares forfeited under this Section 2.19(g) in the aggregate be in excess of 50% of the total Parent Shares issued as Actual Closing Merger Consideration (excluding, for purposes of this calculation, any Parent Shares issued as consideration for the Arches Value Amount).

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS

AMENDED (THE SECURITIES ACT), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING THESE SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ENCUMBERED, ABSENT AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE CORPORATION UNDER THE SECURITIES ACT, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN ACCORDANCE WITH (1) RULE 144A UNDER THE SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, OR IN ANY OTHER CASE AS REQUIRED BY THE TRANSFER AGENT, A LEGAL OPINION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO THE CORPORATION AND THE TRANSFER AGENT, IF ANY, OF THE CORPORATION STATING THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS.

Except as set forth in the correspondingly numbered Section of the Disclosure Schedules or as contemplated by Section 5.17(a), Holdings and the Companies, jointly and severally, represent and warrant to Parent as follows:

Except as set forth in the correspondingly numbered Section of the Disclosure Schedules or as contemplated by Section 5.17(b), Parent, Merger Sub 1 and Merger Sub 2 represent and warrant to the Companies as follows:

After the Closing, Parent shall be entitled to deal exclusively with Holdings and Member Representative (provided that with respect to payment of any amounts owed directly to Parent by Holdings or the Parent Share Recipients, Parent shall deal with either Holdings or the applicable Parent Share Recipient) on all matters relating to this Agreement (including Article VI and Article IX) and shall be entitled to shall rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of Holdings or any Parent Share Recipient by Member Representative, and on any other action taken or purported to be taken on behalf of Holdings or any Parent Share Recipient by Member Representative, as being fully binding upon such Person. After the Closing, notices or communications to or from Member Representative shall constitute notice to or from Holdings and each of the Parent Share Recipients. Any decision or action by Member Representative hereunder, including any agreement between Member Representative and Parent relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of Holdings and all Parent Share Recipients and shall be final, binding and conclusive upon each such Person. Neither Holdings nor any Parent Share Recipient shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated (except as expressly set forth in subsection (b) below) by any act of Holdings, any one or more of the Parent Share Recipients, or by operation of Law, whether by death or other event.

If to the Companies:Proper Holdings, LLC
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.
St. ▇▇▇▇▇, MO 63144
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Phone:▇▇▇-▇▇▇-▇▇▇▇
Email:▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

with a copy to (which shall not constitute notice):

▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
​

Attention: ▇▇▇▇▇ ▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

If to the Member Representative:

Shareholder Representative Services LLC
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Managing Director
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

If to Parent, Merger Sub 1 or Merger Sub 2:

Vireo Growth Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

with a copy to (which shall not constitute notice):

▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

[Signature page follows]

​

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

HOLDINGS:

PROPER HOLDINGS, LLC


By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇​ ​​ ​​ ​​ ​
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer


COMPANIES:

PROPER HOLDINGS MANAGEMENT, INC.


By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇​ ​​ ​​ ​
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer


NGH INVESTMENTS, INC.


By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇​ ​​ ​​ ​
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer

​

​

PARENT:

VIREO GROWTH INC.


By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇​ ​​ ​​ ​​ ​
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer


MERGER SUBS:

VIREO PR MERGER SUB INC.


By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇​ ​​ ​​ ​​ ​
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President


VIREO PR MERGER SUB II INC.


By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇​ ​​ ​​ ​​ ​
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President


MEMBER REPRESENTATIVE:

SHAREHOLDER REPRESENTATIVE SERVICES LLC


By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇​ ​​ ​​ ​​ ​
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director, Deal Intake

​

​

Exhibit A

Acquisition Multiple Worksheet

​

¹Arches consideration shares of 4,113,846 are separately added to the total share consideration for an illustrative total share consideration of 178,115,850

²Includes future obligations for the acquisition of Occidental Group, Inc.

³Tax Reserve Shortfall and Pre-Closing Taxes shown in combination under Pre-Closing Taxes for illustrative purposes

Exhibit B

Form of Adjusted EBITDA Worksheet

​

¹ For any period prior to the Closing Date, Adjusted EBITDA will be calculated without including any revenues, costs and expenses relating to any discontinued or divested operations prior to the Closing Date. Adjusted EBITDA shall also exclude any revenues, costs, expenses or related contribution from the operation of Arches.

² Intercompany costs and expenses, corporate overhead allocations and similar items between the Holdings Entities and Parent and its Affiliates (other than the Holdings Entities) (other than Arches Platform Fees and Delivery Fees and the amounts specified in the “Delivery Expenses and Fees line) up to, in a particular fiscal year, the lower of (A) $1,000,000 and (B) 1% of the Holdings Entities’ net revenues.

³ Any and all fees and expenses that the Surviving Corporation incurs with respect to delivery vehicles and delivery drivers in connection with mobile deliveries related to its use of the Arches Platform. In addition, capital expenditures for delivery vehicles will not be allocated to the Surviving Corporation for purposes of computing Adjusted EBITDA for any period after the Closing Date.

​

Exhibit C

Closing Merger Consideration Worksheet

​

​

¹ Tax Reserve Shortfall and Pre-Closing Taxes shown in combination under Pre-Closing Taxes for illustrative purposes.

² Includes future obligations for acquisition of Occidental Group, Inc.

Exhibit D

Form of Lock-Up Letter

See attached.

​

FORM OF LOCK-UP AGREEMENT

[●], 2025

Vireo Growth Inc.
Ladies and Gentlemen:

The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Vireo Growth Inc., a British Columbia corporation (“Parent”), has entered into an Agreement and Plan of Merger, dated as of December 18, 2024 (as the same may be amended from time to time, the “Merger Agreement”) with Vireo PR Merger Sub, Inc. a Missouri corporation and a wholly owned subsidiary of Parent, Vireo PR Merger Sub II, Inc. a Missouri corporation and a wholly owned subsidiary of Parent, NGH Investments, Inc., a Missouri corporation (“NGH”), Proper Management Holdings, Inc., a Missouri corporation (“MSA Newco” and together with NGH, the “Companies” and each a “Company”), Proper Holdings, LLC, a Missouri limited liability company (“Holdings”), any Parent Share Recipient that is distributed or otherwise receives Parent Shares and executes and delivers a Joinder pursuant to Section 5.18, and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative, agent and attorney-in-fact of Holdings and the Parent Share Recipients (the “Member Representative”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

As a condition and inducement to Parent to consummate the transactions contemplated by the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby irrevocably agrees that, subject to the exceptions set forth herein, without the prior written consent of Parent, the undersigned will not, (A) for each of the percentages of Parent Shares set forth on Schedule A held or to be held by the undersigned that constitute, or will constitute, Total Merger Consideration (excluding the Earn-Out Amount) (the “Closing Consideration Shares”), during the periods set forth on Schedule A opposite such percentages of Closing Consideration Shares (the “Closing Consideration Restricted Periods”), and (B) for each of the percentages of Parent Shares held or to be held by the undersigned that constitute, or will constitute, the Earn-Out Amount (the “Earn-Out Shares,” and, together with the Closing Consideration Shares, the “Locked-Up Shares”), during the periods set forth on Schedule B opposite such percentages of Earn-Out Shares (the “Earn-Out Restricted Periods,” and, together with the Closing Consideration Restricted Periods, the “Restricted Periods”):

The restrictions and obligations contemplated by this Lock-Up Agreement shall not apply to:

(a)transfers of the undersigned’s Locked-Up Shares that are then subject to a Restricted Period:

provided that, in the case of any transfer or distribution pursuant to this clause (a), such transfer is not for value and each heir, beneficiary or other transferee or distributee shall sign and deliver to Parent (1) a lock-up agreement in the form of this Lock-Up Agreement with respect to the applicable Locked-Up Shares that are then subject to a Restricted Period and (2) a joinder (each, a “Joinder”) to the Merger Agreement in the form reasonably agreed upon by the Member Representative and Parent (and which will contain the

necessary representations and warranties, and other matters substantially equivalent to those in the Letter of Transmittal);

and provided, further, that, with respect to each of (a) and (b), above, no filing by any party (including any transferor, transferee, distributor or distributee) under Section 16 of the Exchange Act or similar insider and/or early warning reporting requirements in Canada, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or disposition during the Restricted Periods (other than any exit filings or public announcements that may be required under applicable federal, state, and provincial securities Laws in Canada and the United States).

Any attempted transfer in violation of this Lock-Up Agreement will be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the transfer restrictions set forth in this Lock-Up Agreement, and will not be recorded on the share register of Parent. In furtherance of the foregoing, the undersigned agrees that Parent and any duly appointed transfer agent for the registration or transfer of the securities described herein are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. Parent may cause the legend set forth below, or a legend substantially equivalent thereto, to be placed upon any certificate(s) or other documents, ledgers or instruments evidencing the undersigned’s ownership of Locked-Up Shares:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH A LOCK-UP AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”

provided that Parent (or any duly appointed transfer agent) will remove such legend forthwith upon request by the undersigned with respect to any certificate(s) or other documents, ledgers or instruments evidencing the undersigned’s ownership of Locked-Up Shares that are no longer subject to a Restricted Period, and withdraw any stop transfer instructions with respect to such Parent Shares by virtue of this Lock-Up Agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred to Parent and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

The undersigned understands that if the Merger Agreement is terminated for any reason prior to the Closing thereunder, this Lock-Up Agreement will automatically terminate, and the undersigned shall be released from all of his, her or its obligations under this Lock-Up Agreement. The undersigned understands that Parent is proceeding with the transactions contemplated by the Merger Agreement in reliance upon this Lock-Up Agreement.

Any and all remedies herein expressly conferred upon Parent will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity, and the exercise by Parent of any one remedy will not preclude the exercise of any other remedy. The undersigned agrees that irreparable damage would occur to Parent in the event that any provision of this Lock-Up Agreement was not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that Parent shall be entitled to an injunction or injunctions to prevent breaches of this Lock-Up Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which Parent is entitled at Law or in equity, and the undersigned waives any bond, surety or other security that might be required of Parent with respect thereto.

This Lock-Up Agreement and any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by and construed in accordance with the Laws of the state of Delaware, without regard to the conflict of Laws principles thereof.

This Lock-Up Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Lock-Up Agreement (in counterparts or otherwise) by ▇▇▇▇▇▇ and the undersigned by facsimile or electronic transmission in .pdf format shall be sufficient to bind such parties to the terms and conditions of this Lock-Up Agreement.

[SIGNATURE PAGE FOLLOWS]

​

Very truly yours,

Print Name of Stockholder:

Signature (for individuals):

Signature (for entities):

By:

Name:
Title:

​

Accepted and Agreed
by Vireo Growth Inc.:

By:

Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Title: Chief Executive Officer

[Signature Page to Lock-Up Agreement]

​

SCHEDULE A

Closing Consideration Shares

​

​

SCHEDULE B
Earn-Out Shares

​

Exhibit E

Form of Investor Rights Agreement

See attached.

​

INVESTOR RIGHTS AGREEMENT

This Investor Rights Agreement (this “Agreement”) is made and entered into as of ​ ​​ ​, among Vireo Growth Inc. (the “Parent”), and Proper Holdings, LLC, a Missouri limited liability company (the “Company”) and any Parent Share Recipient that is distributed or otherwise receives Parent Shares and executes and delivers a Joinder pursuant to the Merger Agreement (each a “Stockholder” and collectively, the “Stockholders”), in connection with the Agreement and Plan of Merger, dated as of December 18, 2024 (as the same may be amended from time to time in accordance with its terms, the “Merger Agreement”) with Vireo PR Merger Sub, Inc., a Missouri corporation (“Merger Sub 1”), Vireo PR Merger Sub II, Inc., a Missouri corporation (“Merger Sub 2”), Parent, NGH Investments, Inc., a Missouri corporation (“NGH”), Proper Holdings Management, Inc., a Missouri corporation (“MSA NewCo”), Company, any Parent Share Recipient that is distributed or otherwise receives Parent Shares and executes and delivers a Joinder pursuant to the Merger Agreement, and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative, agent and attorney-in-fact of Company and the Parent Share Recipients.

NOW THEREFORE IN CONSIDERATION of the mutual covenants contained in this Agreement and the Merger Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parent and each of the Stockholders agree as follows:

Capitalized terms used and not otherwise defined herein that are defined in the Merger Agreement shall have the meanings given such terms in the Merger Agreement. Notwithstanding the foregoing, as used in this Agreement, the following terms shall have the following meanings:

“Advice” has the meaning set forth in Section 11.

“Controlling Person” means any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a "controlling person" (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act).

“Effective Date” means the date that the Registration Statement filed pursuant to Section 1(a) is first declared effective by the SEC.

“Effectiveness Period” has the meaning set forth in Section 1(b).

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“Indemnified Party” has the meaning set forth in Section 5(c).

“Indemnifying Party” has the meaning set forth in Section 5(c).

“Initial Registration Statement” means the initial Registration Statement filed pursuant to Section 1(a) of this Agreement.

“Losses” has the meaning set forth in Section 5(a).

“New Registration Statement” has the meaning set forth in Section 1(a).

“Parent Shares” means the Subordinate Voting Shares issued to the Stockholders pursuant to the Merger Agreement.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Piggyback Registration” has the meaning set forth in Section 2(a).

“Piggyback Registration Statement” has the meaning set forth in Section 2(a).

“Piggyback Shelf Registration Statement” has the meaning set forth in Section 2(a).

“Piggyback Shelf Takedown” has the meaning set forth in Section 2(a).

“Principal Market” means the Trading Market on which the Subordinate Voting Shares are primarily listed on and quoted for trading, which, as of the Closing Date, shall be the Canadian Securities Exchange.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430B promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means all of (i) the Parent Shares issuable to Stockholders pursuant to the Merger Agreement, and (ii) any securities issued or issuable upon any share split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided that, with respect to a particular Stockholder, such Stockholder’s Parent Shares shall cease to be Registrable Securities upon becoming eligible for resale by the Stockholder under Rule 144 as determined by counsel to the Parent.

“Registration Statements” means any one or more registration statements of the Parent filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including without limitation the Initial Registration Statement, the New Registration Statement and any Remainder Registration Statements), amendments and supplements to such Registration Statements, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statements.

“Remainder Registration Statements” has the meaning set forth in Section 1(a).

“Restricted Periods” means the restricted periods set out in the Lock-Up Agreements during which time the Parent Shares will not be transferable by the Stockholder without the prior written consent of the Parent.

“Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“Rule 424” means Rule 424 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“SEC” means the United States Securities and Exchange Commission.

“SEC Guidance” means (i) any publicly available written or oral guidance, comments, requirements or requests of the SEC staff and (ii) the Securities Act.

“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Selling Stockholder Questionnaire” means a questionnaire related to the registration of the Parent Shares in a form provided by the Parent to the Stockholder.

“Subordinate Voting Shares” means the Subordinate Voting Shares in the authorized share structure of the Parent and any securities into which such Subordinate Voting Shares may hereinafter be reclassified.

“Trading Day” means (i) a day on which the Subordinate Voting Shares are listed or quoted and traded on its Principal Market, or (ii) if the Subordinate Voting Shares are not listed on its Principal Market, a day on which the Subordinate Voting Shares are traded on a Trading Market, or (iii) if the Subordinate Voting Shares are not listed on any Trading Market, a day on which the Subordinate Voting Shares are quoted on the OTCQX, OTCQB or Pink Market over-the-counter markets; provided, that in the event that the Subordinate Voting Shares are not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

“Trading Market” means whichever of the Canadian Securities Exchange, the Toronto Stock Exchange, the TSX Venture Exchange, the New York Stock Exchange, the NYSE American, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, or other stock exchange on which the Subordinate Voting Shares are listed or quoted for trading on the date in question.

In connection with the Parent’s registration obligations hereunder:

Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable and documented fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest exists if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided, that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 5) shall be paid to the Indemnified Party, as incurred, within 20 Trading Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally judicially determined to not be entitled to indemnification hereunder). The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 5, except to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action.

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IN WITNESS WHEREOF, the parties have executed this Investor Rights Agreement as of the date first written above.

VIREO GROWTH INC.

By:

Name:

Title:

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IN WITNESS WHEREOF, the parties have executed this Investor Rights Agreement as of the date first written above.

NAME OF STOCKHOLDER

AUTHORIZED SIGNATORY

By:

Name:

Title:

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Exhibit F

Form of Letter of Transmittal

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LETTER OF TRANSMITTAL

Please read this Letter of Transmittal carefully.

This Letter of Transmittal should be completed and signed and returned electronically to Parent, attention: [●] at [email]. For assistance, please contact [●] by telephone [phone] or email [email].

To complete the Letter of Transmittal, you must do the following:

Please see the Instructions on page 11 of this Letter of Transmittal.

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TRANSMITTAL LETTER

Read the Instructions Section of this Letter of Transmittal Carefully

Ladies and Gentlemen:

Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 18, 2024, by and among (i) Vireo Merger Sub, Inc., a Missouri corporation (“Merger Sub 1”), (ii) Vireo Growth Inc., a British Columbia corporation (“Parent”), (iii) Vireo PR Merger Sub II, Inc. a Missouri corporation (“Merger Sub 2”), (iv) NGH Investments, Inc., a Missouri corporation (“NGH”), (v) Proper Management Holdings, Inc., a Missouri corporation (“MSA Newco” and together with NGH, the “Companies” and each a “Company”), (vi) Proper Holdings, LLC, a Missouri limited liability company (“Holdings”), (vii) any Parent Share Recipient that is distributed or otherwise receives Parent Shares and executes and delivers a Joinder pursuant to Section 5.18, and (viii) Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative, agent and attorney-in-fact of Holdings and the Parent Share Recipients (the “Member Representative”), pursuant to which, upon the terms and subject to the conditions therein, at the Effective Time, Merger Sub 1 will be merged with and into NGH, with NGH continuing as the surviving company and Merger Sub 2 will be merged with and into MSA Newco, with MSA Newco continuing as the surviving company (collectively, (the “Merger”). Capitalized terms used and not otherwise defined herein shall have the meaning set forth in the Merger Agreement.

In connection with the consummation of the Merger and the distribution of the Total Merger Consideration resulting therefrom, this Letter of Transmittal provides for the undersigned to surrender herewith the shares of the Company (collectively the “Securities”), listed on Form 3 of this Letter of Transmittal, in exchange for the Pro Rata Share of Estimated Closing Merger Consideration (and Pro Rata Share of other applicable amounts, if any, under the Merger Agreement including the Upward Adjustment Amount and the Earn-Out Shares, if any) payable in respect of such Securities, minus any required tax deductions or withholdings, to which the undersigned is entitled under the Merger Agreement, at the times specified therein (the other documentation (if any) submitted or surrendered pursuant to this Letter of Transmittal, collectively, the “Securities Documents”). Form 3 has been completed based on the records of the Company.

Surrender of any Securities requires that the undersigned duly execute and deliver this Letter of Transmittal and a properly completed and executed IRS Form W-9 or applicable IRS Form W-8.

Payments in Respect of the Securities

In exchange for the surrender of the above mentioned Securities, (i) Parent will pay, or cause to be paid, in accordance with the Merger Agreement, the Pro Rata Share of Estimated Closing Merger Consideration, minus any required tax deductions or withholdings, to which the undersigned is entitled under the Merger Agreement, at the times and subject to the conditions specified therein and (ii) at the times and subject to the conditions specified therein, Parent will

thereafter pay, or cause to be paid, in accordance with the Merger Agreement, the undersigned’s Pro Rata Share of any other amounts to which the undersigned is entitled (if any) under the Merger Agreement including the Upward Adjustment Amount and the Earn-Out Shares, if any.

By submitting this Letter of Transmittal, the undersigned acknowledges that the Pro Rata Share of Estimated Closing Merger Consideration and any additional portion of any Total Merger Consideration, including the Upward Adjustment Amount and the Earn-Out Shares, if any, payable in respect of the Securities to which the undersigned is entitled under the Merger Agreement represents all the undersigned is entitled to receive in respect of the undersigned’s Securities upon consummation of the Merger, and that the undersigned has no further rights with respect to such Securities. The undersigned hereby waives on behalf of, himself, herself, or itself and each of his, her, or its affiliates, (a) any and all notices required to be given in respect of any Securities held by the undersigned in connection with the transactions contemplated by the Merger Agreement prior to the date hereof, whether pursuant to the Merger Agreement, any of the other documents contemplated thereby or any other agreement to which the undersigned is a party or the certificate of organization or operating agreement of the Company, and (b) any and all of his, her, or its rights under each of the agreements to which he, she or it is a party with the Company or its affiliates relating to the undersigned’s direct ownership of equity securities issued by the Company, whether or not written, including each of the agreements pursuant to which the undersigned acquired the Securities and any equityholders or investors rights agreement relating to the undersigned’s ownership of equity securities issued by the Company (it being understood and agreed that the foregoing waivers shall not in any way limit the right of the undersigned to receive the Pro Rata Share of Estimated Closing Merger Consideration and any additional portion of any Total Merger Consideration including the Upward Adjustment Amount and the Earn-Out Shares, if any, to which the undersigned is entitled under the Merger Agreement).

The undersigned understands and agrees that the method of delivery of this Letter of Transmittal is at the election and risk of the undersigned. The undersigned hereby acknowledges that the undersigned has read the Instructions section of this Letter of Transmittal.

Representations and Acknowledgements

By signing this Letter of Transmittal, the undersigned hereby represents and warrants to Merger Sub and Parent as of the date this Letter of Transmittal is executed and as of the Closing (except where a particular date or time is otherwise specified) that:

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Agreement, to be entered into in connection with the Closing of the Proposed Transaction, among Parent and the Stockholders, none of Parent, Merger Sub 1 or Merger Sub 2 have any obligation to register or qualify Parent Shares  for resale in the United States, (iv) if an exemption from registration or qualification is available, it may be conditioned on various  requirements including, but not limited to, the time and manner of sale requirements, the holding period for the Parent Shares, and on requirements relating to Parent which are outside of the undersigned’s control, and which Parent is under no obligation and may not be able to satisfy and (v) no public market may continue to exist for the Parent Shares in the U.S. or elsewhere, and that Parent has made no assurances that a public market will continue to exist for the Parent Shares in the U.S. or elsewhere;

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING THESE SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ENCUMBERED, ABSENT AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE CORPORATION UNDER THE SECURITIES ACT, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN ACCORDANCE WITH (1) RULE 144A UNDER THE SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, OR IN ANY OTHER CASE AS REQUIRED BY THE TRANSFER AGENT, A LEGAL OPINION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO THE CORPORATION AND THE TRANSFER AGENT, IF ANY, OF THE CORPORATION STATING THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS.”

Release

By signing this Letter of Transmittal, for and in consideration of the amounts payable to the undersigned under the Merger Agreement, the undersigned, on behalf of itself and its Affiliates, successors and assigns (collectively, the “Releasors”), as of the Effective Time of the Merger (and subject to the undersigned’s receipt of the Pro Rata Share of the Estimated Closing Merger Consideration payable at Closing), hereby releases, acquits and forever discharges Merger Sub 1, Merger Sub 2, Parent, the Acquired Companies, their respective Affiliates and each of their present and former managers, directors, officers and employees and each of their respective heirs, executors, administrators, successors and assigns (“Releasees”), of and from any and all manner of action or actions, cause or causes of action, demands, rights, Losses, debts, dues, sums of money, accounts, reckonings, costs, expenses, responsibilities, covenants, contracts, controversies, agreements and claims whatsoever, whether known or unknown, of every name and nature, both in Law and in equity, which such Releasors ever had, now has, or which they may have or shall have against the Company or any other Releasees referred to above arising out of any matters, causes, acts, conduct, claims, circumstances or events occurring or failing to occur or conditions existing at or prior to the Closing relating to the Acquired Companies or the Shares (“Stockholder Claims”); provided, however, that notwithstanding the foregoing or anything else contained herein to the contrary, the undersigned is not releasing, acquitting or discharging any Stockholder Claims arising under this Letter of Transmittal, the Merger Agreement or any other Ancillary Documents. The undersigned acknowledges and agrees that: (i) subject to the undersigned’s receipt of the Pro Rata Share of the Total Merger Consideration, the undersigned has been paid all sums to which the undersigned was entitled in respect of his/her/its affiliation with the Acquired Companies (other than any amount that is included in the Closing Working Capital of the Acquired Companies) as of the Closing, and (ii) except as set forth in this this Letter of Transmittal, the Merger Agreement, or any other Ancillary Documents, and no further sums or benefits are due to the undersigned from the Company, arising from his/her/its affiliation with the Acquired Companies or otherwise.

Subject to the reservation of rights and the limitation of the scope of the claims released herein, the undersigned expressly acknowledges that with respect to the release of known or unknown Stockholder Claims being released herein, the undersigned is aware that it may hereafter discover facts in addition to or different from those which the undersigned now knows or believes to be true with respect to the subject matter herein, and the releases herein are binding and effective notwithstanding the discovery or existence of any such additional or different facts.

Confidentiality

By signing this Letter of Transmittal, the undersigned hereby irrevocably and unconditionally agrees to keep confidential any and all information related to the Acquired Companies, Merger Sub 1, Merger Sub 2, Parent, or the Mergers and not disclose or otherwise use such information, unless the undersigned is an employee of the Company or Parent and the use or disclosure of such information is required in connection with such employment.

Irrevocable Surrender; Termination of Merger Agreement

The undersigned’s surrender of the Securities is irrevocable, but will not be effective until the Effective Time of the Mergers. If the Merger Agreement is terminated for any reason, this Letter of Transmittal and the Securities transmitted by the undersigned hereby, as applicable (together with any Security Documents (as defined below), if applicable), will be returned to the undersigned.

Binding Effect

This Letter of Transmittal and the authority herein conferred shall be binding upon the legal representatives, successors and assigns of the undersigned, and any references in the Merger Agreement to the undersigned shall mean and include the successors to the rights of the undersigned under the Merger Agreement or any other document or agreement delivered pursuant to the Merger Agreement, as applicable, whether pursuant to testamentary disposition, the laws of descent and distribution, assignment or otherwise.

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INSTRUCTIONS

A stockholder will not receive the portion of its Pro Rata Share of the Estimated Closing Merger Consideration (or, if applicable, any additional portion of the Total Merger Consideration including the Upward Adjustment Amount and the Earn-Out Shares, if any) to which such stockholder is entitled until any documents that Merger Sub 1, Merger Sub 2 or Parent may reasonably require in accordance with provisions of this Letter of Transmittal or otherwise (collectively, the “Security Documents”), are received by them and processed for payment. No interest will accrue on any amounts due.

Surrender of any Securities requires that the undersigned duly execute and deliver this Letter of Transmittal and a properly completed and executed IRS Form W-9 or applicable IRS Form W-8.

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IMPORTANT TAX INFORMATION

Under U.S. federal income tax law, a holder who surrenders Securities for its Pro Rata Share of the Estimated Closing Merger Consideration is required to provide Parent with the holder’s correct taxpayer identification number (“TIN”) on the enclosed IRS Form W-9 or otherwise establish a basis for exemption from backup withholding. Generally, if the holder is an individual that is a U.S. Person (as defined below), the TIN is the holder’s social security number. If Parent is not provided with the correct TIN, the holder may be subject to a $50 penalty imposed by the IRS. In addition, payments made to the holder with respect to the Securities may be subject to backup withholding.

For purposes of this Letter of Transmittal, a “U.S. Person” is a beneficial owner of Securities that, for U.S. federal income tax purposes, is (a) an individual who is a citizen or resident of the U.S., (b) a corporation, partnership, or other entity classified as a corporation or partnership for U.S. federal income tax purposes, that is created or organized in or under the laws of the United States, or any state thereof or the District of Columbia, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes, or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust, or (e) a corporation, or other entity classified as a corporation for United States federal income tax purposes, that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia.

Certain holders (including corporations and non-U.S. Persons) are not subject to these backup withholding and reporting requirements. An individual holder that is not a U.S. Person must provide Parent with a properly completed IRS Form W-8 BEN, Certificate of Foreign Status (Individuals), signed under penalty of perjury, attesting to such holder’s exempt status. Non-Individual holders that are not U.S. Persons should use the appropriate IRS Form W-8 for this purpose.

If backup withholding applies, Parent is required to withhold (currently at the rate of 24%) of certain payments made to the holder or other payee. Backup withholding is not an additional U.S. federal income tax. Rather, the amount withheld will be credited against the U.S. federal income tax liability of persons subject to backup withholding. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS by filing a timely U.S. federal income tax return, provided that the required information is timely furnished to the IRS.

In addition, to the extent a portion of any payment made to a holder that is a non-U.S. Person following the Effective Time of the Merger is treated as imputed interest, such imputed interest may be subject to a 30% withholding tax under the Foreign Account Tax Compliance Act (“FATCA”) unless such holder submits to Merger Sub and Parent a properly completed applicable IRS Form W-8 documenting their FATCA-compliant status.

Purpose of IRS Forms. To prevent backup withholding and FATCA withholding on any imputed interest payments that are made to a holder with respect to the Securities, the

holder is required to provide Merger Sub and Parent with a properly completed IRS Form W-9 (enclosed herein) or applicable IRS Form W-8 (available at ▇▇▇.▇▇▇.▇▇▇). A holder that completes IRS Form W-9 should list the holder’s current TIN and certify that the TIN provided is correct (or that such holder is awaiting a TIN), that the holder is a U.S. Person, and that (a) the holder is exempt from backup withholding, (b) the holder has not been notified by the IRS that the holder is subject to backup withholding as a result of failure to report all interest or dividends or (c) the IRS has notified the holder that the holder is no longer subject to backup withholding. However, if a holder has been notified by the IRS that the holder is subject to backup withholding and the IRS has not subsequently notified the holder that backup withholding has terminated, the holder must strike out the language in clause (2) of Part II on the IRS Form W-9. Holders which are not U.S. Persons should consult with their own tax advisors regarding the appropriate IRS Form (or IRS Forms) to provide.

What Number to Give to Merger Sub and Parent. The holder is required to give Merger Sub and Parent the TIN (e.g., social security number, individual taxpayer identification number or employer identification number) of the record owner of the Securities. If the Securities are held in more than one name or are not held in the name of the actual owner, consult the “What Name and Number To Give the Requester” section in the attached IRS Form W-9 or your tax advisor for additional guidance on which number to report.

If a holder which is a U.S. Person does not have a TIN, such holder should: (a) consult with its own U.S. tax adviser on applying for a TIN; (b) write “Applied For” in the space for the TIN in Part I of the Form W-9; and (c) sign and date the Form W-9 set out in this Letter of Transmittal. In such case, Parent or its agent may withhold 24% of the gross proceeds of certain payments made to such holder prior to the time a properly certified TIN is provided, and if a TIN is not provided within sixty (60) days, such amounts will be paid over to the IRS.

FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX ADVISOR OR THE IRS.

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STOCKHOLDER RECIPIENT CONFIRMATION

I (the holder of record) affirm that I am a married individual AND either my spouse or I am a resident of one of the following community property states: Alaska, Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington, Wisconsin or the Commonwealth of Puerto Rico.

I (the holder of record) affirm that I am an individual and I am either not married OR I am married and neither my spouse nor I am a resident of one of the community property states listed above.

I (an authorized signer on behalf of the holder of record) affirm that the holder of record is an entity and not an individual.

Spouse’s Email (if applicable):

[Please note: by indicating that you are a married individual and resident of a community property state, please have your spouse sign below.]

Signature: ​ ​​ ​​ ​​ ​​ ​​ ​

Name: ​ ​​ ​​ ​​ ​​ ​​ ​​ ​

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IMPORTANT NOTE: Please confirm the information on Form 5A with your financial institution. If your account is with a non-bank financial institution such as a brokerage or mutual fund, please contact the financial institution to confirm that wire transfer is possible for your account and to obtain the correct payment information for this form. Failure to provide accurate and complete electronic payment instructions may cause delays in processing or payments to be returned. If no electronic payment instructions are provided, payments will be automatically disbursed by check to the address provided in Form 1 or Form 5B of this document. Subsequent payments will be made using the same method as the initial payment, at the discretion of the Payments Administrator. Please note that your financial institution may charge a fee for processing incoming wire transfers. Any such fees would be in addition to the fees described herein.

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Exhibit G

Inventory Accounting Principles

Inventory is comprised of cannabis work-in-process, cannabis finished goods and other inventory. Work-in-process inventory includes cannabis plants, bulk harvested material, and various bulk oils and extracts. Finished goods include packaged flower and extracts. Other inventory includes product packaging, hemp derived CBD, apparel, and paraphernalia.

Inventory cost includes pre-harvest, post-harvest and shipment and fulfillment, as well as related accessories. Pre-harvest costs include labor and direct materials to grow cannabis, which includes water, electricity, nutrients, integrated pest management, growing supplies and allocated overhead. Post-harvest costs include costs associated with drying, trimming, blending, extraction, purification, quality testing and allocated overhead. Shipment and fulfillment costs include the costs of packaging, labelling, courier services and allocated overhead.

Inventory is stated at the lower of cost or net realizable value, determined using either the weighted average cost inventory valuation methodology or the First-In-First-Out (“FIFO”) inventory valuation ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. At the end of each reporting period, the Company performs an assessment of inventory and record write-downs for excess and obsolete inventories based on the Company’s estimated forecast of product demand, production requirements, market conditions, regulatory environment, and spoilage.

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Exhibit H

Historical Accounting Principles Exceptions

The Unaudited Financials and Interim Financials include the elimination of the fees under the management services agreements and consolidates all operations thereunder.

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Exhibit I-1

Form of Amended and Restated Articles of Incorporation of the Surviving Company

(Merger Sub 1)

See attached.

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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
VIREO PR MERGER SUB INC.

Vireo PR Merger Sub Inc., a corporation organized and existing under the laws of the State of Missouri (the “Corporation”), acting in accordance with the provisions of The General and Business Corporation Law of Missouri (the “MGCL”),

DOES HEREBY CERTIFY:

IN WITNESS WHEREOF, the Corporation has caused these Amended and Restated Articles of Incorporation to be signed by its duly authorized officer, this ___ day of December, 2024.

VIREO PR MERGER SUB INC., a Missouri corporation

By:‌

Name: [●]
Title: [●]

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Exhibit “A”

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

VIREO PR MERGER SUB INC.

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Article One

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The name of the corporation is Vireo PR Merger Sub Inc.

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Article Two

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The registered agent’s name is C T Corporation System. The address, including street and number for the registered agent’s office in the state of Missouri is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

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Article Three

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The total number of shares of capital stock that the Corporation is authorized to issue is One Thousand (1,000), all of which are shares of common stock, with a par value of $0.001 per share (the “Common Stock”).

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Article Four

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The Company’s existence is perpetual.

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Article Five

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The purpose of the Corporation shall be to engage in any and all lawful business or activity and to do any lawful act concerning any and all lawful business or activity for which a corporation may be organized under the laws of the State of Missouri.

Article Six

The number of directors to constitute the board of directors (the “Directors”) shall be as provided in the Bylaws.

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The effective date of this document is the date it is filed by the Secretary of State of Missouri.

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The restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation as theretofore amended, and that the restated articles of incorporation supersede the original articles of incorporation and all amendments thereto.

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[remainder of page left intentionally blank]

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Exhibit I-2

Form of Amended and Restated Articles of Incorporation of the Surviving Company

(Merger Sub 2)

See attached.

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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
VIREO PR MERGER SUB II INC.

Vireo PR Merger Sub II Inc., a corporation organized and existing under the laws of the State of Missouri (the “Corporation”), acting in accordance with the provisions of The General and Business Corporation Law of Missouri (the “MGCL”),

DOES HEREBY CERTIFY:

IN WITNESS WHEREOF, the Corporation has caused these Amended and Restated Articles of Incorporation to be signed by its duly authorized officer, this ___ day of December, 2024.

VIREO PR MERGER SUB II INC., a Missouri corporation

By:‌

Name: [●]
Title: [●]

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Exhibit “A”

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

VIREO PR MERGER SUB II INC.

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Article One

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The name of the corporation is Vireo PR Merger Sub II Inc.

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Article Two

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The registered agent’s name is C T Corporation System. The address, including street and number for the registered agent’s office in the state of Missouri is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

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Article Three

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The total number of shares of capital stock that the Corporation is authorized to issue is One Thousand (1,000), all of which are shares of common stock, with a par value of $0.001 per share (the “Common Stock”).

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Article Four

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The Company’s existence is perpetual.

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Article Five

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The purpose of the Corporation shall be to engage in any and all lawful business or activity and to do any lawful act concerning any and all lawful business or activity for which a corporation may be organized under the laws of the State of Missouri.

Article Six

The number of directors to constitute the board of directors (the “Directors”) shall be as provided in the Bylaws.

The effective date of this document is the date it is filed by the Secretary of State of Missouri.

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The restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation as theretofore amended, and that the restated articles of incorporation supersede the original articles of incorporation and all amendments thereto.

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Exhibit J

Form of Management Services Agreement

See attached.

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THIS AGREEMENT IS SUBJECT TO STRICT REQUIREMENTS FOR ONGOING REGULATORY COMPLIANCE BY THE PARTIES HERETO, INCLUDING, WITHOUT LIMITATION, REQUIREMENTS THAT THE PARTIES TAKE NO ACTION IN VIOLATION OF THE CANNABIS LAWS (DEFINED BELOW), OR ANY OTHER APPLICABLE STATE OR LOCAL STATUTE OR REGULATORY REQUIREMENT THEREUNDER, OR THE GUIDANCE OR INSTRUCTION OF THE DHSS (DEFINED BELOW) OR OF ANY OTHER APPLICABLE REGULATORY BODY OR AGENCY. THIS AGREEMENT CONTAINS SPECIFIC REQUIREMENTS AND COMMITMENTS BY THE PARTIES TO MAINTAIN FULLY THEIR RESPECTIVE COMPLIANCE WITH CANNABIS LAWS AND DHSS REGULATORY REQUIREMENTS. THE PARTIES HAVE READ AND FULLY UNDERSTAND THE REQUIREMENTS OF THIS AGREEMENT AND AGREE TO COMPLY WITH THE SAME.

MANAGEMENT SERVICES AGREEMENT

This Management Services Agreement (this “Agreement”), dated as of [●] (the “Effective Date”), is entered into by and between New Growth Horizon II, LLC, a Missouri limited liability company (the “Company”) and Proper Management Holdings, Inc., a Missouri corporation (the “Service Provider”). Company and Service Provider may each also be referred to herein as a “Party” and collectively as the “Parties.”

Recitals

WHEREAS, the Company has been awarded certain cultivation, manufacturing, transportation and dispensary licenses as further set described on Exhibit A attached hereto and incorporated herein by this reference (collectively, the “Licenses” and each, a “License”) by the Missouri Department of Health and Senior Services, Division of Cannabis Regulation (“DHSS”), which are operated at the locations set forth on Exhibit A attached hereto and incorporated herein by this reference (the “Company Locations”); and

WHEREAS, the Company also operates various cultivation, manufacturing, transportation and dispensary licenses pursuant to separate Management Services Agreements with other entities holding licenses from DHSS (collectively, the “Managed Licenses”);

WHEREAS, Company desires to retain the services of Service Provider, and the Service Provider desires to be retained and to undertake certain obligations in connection therewith, to provide certain advisory, consulting, and management services upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the Recitals, and the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2.1.The term of this Agreement (the “Term”) shall commence on the Effective Date and continue until terminated as provided in this Section 2.

2.2.This Agreement and the Company’s engagement of the Service Provider hereunder may be terminated at any time following the Effective Date:

(a)upon mutual agreement of the Company and the Service Provider.

(b)by the Service Provider:

(c)by Company, upon written notice to Service Provider thereof:

(d)by either Party if all Licenses are revoked, rescinded, or terminated in a final or non-appealable manner or the Company otherwise becomes ineligible to operate under the Licenses.

2.3.Following the termination of this Agreement, each Party shall promptly return to the other Party all tangible property (including any documents) and all Confidential Information (as defined herein) in its possession or control belonging to the other Party. Further, in the event of termination of this Agreement, if the Company and the Service Provider so desire, the Parties shall cooperate, in good faith, at their respective expense, to unwind and separate any vendor or service contracts, equipment or inventory agreements, and other arrangements entered into by or on behalf of the Company during the term of this Agreement.

▇.▇.▇▇▇▇▇▇▇ shall at all times exercise ultimate control over the assets and operations of the Licenses and shall retain the ultimate authority and responsibility regarding the powers, duties and responsibilities vested in Company by law and regulations. Subject to the foregoing, the Service Provider or its Affiliates shall provide the Company with the following services (the “Services”): (a) certain management and administration services in furtherance of the requirements imposed upon the Company in connection with the Licenses, including those services set forth on Exhibit B, and any other services incidental thereto as the Chief Executive Officer or the President of the Company may reasonably request from time to time, and (b) regulatory, operational, financial, strategic, and corporate management advisory services, including those services set forth on Exhibit B, in connection with: (i) regulatory, compliance, and other matters necessary for the operation of the Licenses, (ii) human resources and personnel management services (such as job description formulation, hiring practices, training, and workforce identification and management), (iii) business operations, and (iv) any other related activity for the Company (the “Business”).

3.2.The Company shall use the Services of the Service Provider, and the Service Provider shall make itself available for the performance of the Services. The Service Provider will perform the Services at the times and places reasonably determined by the Service Provider to meet the needs and requirements of the Company. Notwithstanding the provision of the Services, the Service Provider shall at no time direct or control the Company as prohibited by any rules, regulations or orders issued by DHSS.

▇.▇.▇▇ used herein, “Cannabis Laws” means the laws of the State of Missouri relating to the cultivation, manufacture, production, distribution and/or retail sale of medical and recreational or adult-use cannabis, and any applicable local ordinances, rules or regulations relating to cannabis, including, but not limited to, Article XIV of the Missouri Constitution, as amended, and all rules and regulations promulgated by DHSS (19 CSR 100-1.010, et seq.).

3.4.The Parties acknowledge and agree that DHSS awarded the Licenses or are in the process of reviewing business change applications to transfer ownership interest in the Managed Licenses to Company and that in compliance with Cannabis Laws, the current Licenses and future awarded Managed Licenses shall remain the licenses of Company, and nothing in this Agreement shall be construed as a transfer, assignment, sale or conveyance of the Licenses, or any portion

thereof, or ownership interests, including financial, voting or control interests in the Licenses, to the Service Provider or any of Service Provider’s successors, affiliates, agents, volunteers, employees or independent contractors. The Parties further acknowledge and agree that all marijuana and marijuana products processed, prepared, produced, and dispensed under and pursuant to the Licenses at the Company Locations approved by DHSS for such activities (“Marijuana Products”) shall remain the sole and exclusive property of Company and the Company shall be the sole and exclusive holder of the Licenses.

3.5.EXCEPT WITH RESPECT TO ANY PERIOD DURING WHICH SERVICE PROVIDER AND COMPANY MAY BE SUBSIDIARIES OF PROPER HOLDINGS, LLC, AT ALL TIMES THAT COMPANY IS THE LEGAL HOLDER OF THE LICENSES, OTHER THAN FROM AND AFTER THE CLOSING OF ANY SEPARATE TRANSACTIONS CONTEMPLATED BEYOND THE SCOPE OF THIS AGREEMENT, SERVICE PROVIDER WILL NOT, DIRECTLY OR INDIRECTLY (THROUGH AN AFFILIATE OR OTHERWISE), OWN AN INTEREST IN, OPERATE, JOIN, CONTROL, PARTICIPATE IN THE CONTROL OF, BE AN OFFICER, DIRECTOR, AGENT, PARTNER, MEMBER, SHAREHOLDER OR PRINCIPAL OF COMPANY AT ANY TIME DURING THIS AGREEMENT. THIS AGREEMENT IS NOT INTENDED TO AND DOES NOT CONSTITUTE AN EFFORT OR ATTEMPT BY COMPANY TO ABORT OR SIGNIFICANTLY CHANGE OR ALTER THE PROPOSALS AND ASSURANCES MADE IN COMPANY’S APPLICATION AND DHSS-APPROVED CHANGES FOR THE LICENSES UNDER THE CANNABIS LAWS.

4.1.Compliance. Service Provider shall cause the Services to be performed in compliance in all material respects with Cannabis Laws, all other applicable laws, and all requirements of DHSS. Company and its Affiliates shall abide by all reasonable written instructions from Service Provider to ensure that all Parties comply with all requirements for ongoing regulatory and legal compliance, including, without limitation, the Cannabis Laws and all requirements and the guidance or instruction of DHSS, which the Parties acknowledge and understand are subject to change as the marketplace for state-compliant cannabis businesses continues to evolve. If necessary to comply with the requirements of the Cannabis Laws and/or DHSS, the Parties hereby agree to use their respective commercially reasonable efforts to take all actions reasonably requested by the other Party to ensure compliance with the Cannabis Laws and/or DHSS, including, without limitation, negotiating in good faith to amend, restate, amend and restate, supplement, or otherwise modify this Agreement to reflect terms that most closely approximate the Parties original intentions but are responsive to and compliant with the requirements of the Cannabis Laws and/or DHSS. Notwithstanding the foregoing, the Parties acknowledge that Services to be provided by Service Provider under this Agreement include the promotion, advertising, distribution, sale, packaging, and storage of the cannabis products, including compliance with the terms in this Section 4. Company shall not be liable for Service Provider’s acts or omissions with respect to Service Provider’s performance of Services related to the cannabis products under this Section 4.

4.2.Inspections. So that Service Provider can ensure Company’s and its Affiliates’ compliance with Section 4, Company and its Affiliates shall permit Service Provider (or its authorized representative), on reasonable advance notice and during normal business hours, and subject to the confidentiality obligations contained herein, to inspect all facilities and records used

in the promotion, advertising, distribution, sale, packaging, distribution, or storage of cannabis products. If Service Provider identifies any violations during any such inspections, rejects any sample, or otherwise notifies Company of any non-compliance with the requirements of Section 4, the Company shall not begin (or shall immediately halt) distribution of the affected cannabis products until Service Provider confirms in writing that Company has remedied any such non-compliance.

8.1.First, out of the Operating Funds, Service Provider shall transfer, to such account as directed by Company, an amount equal to the Maximum Combined Marginal Rate of gross profit for the preceding month, as reasonably determined by the Company’s accountant for the specific purpose of funding taxes of the Company due to the Company’s operations (the “Tax Reserve”);

8.2.Second, Service Provider will pay all Funding Obligations; provided, however, to the extent the Funding Obligations exceed the Operating Funds available for such month plus any cash reserves of the Company, then such shortfall shall be funded by Service Provider using its funds (“Service Provider Funding”) or to the extent commercially reasonable, defer such shortfall until the subsequent month; then

8.3.Third, Service Provider may pay itself the Management Fee.

To the extent available, and subject to maintaining a reasonable cash reserve of the Operating Funds in the Operating Account, Service Provider may, in its reasonable discretion, use the Operating Funds to reimburse Service Provider for any prior Service Provider Funding and any prior month’s accrued, but unpaid, Management Fees.

Subject to the Tax Reserve payments required in this Section 8, Company will be responsible for Company’s payment of taxes attributable to the operations of the Licenses, Company Locations, and Managed Licenses during the Term and in the event that the Tax Reserve is insufficient to cover the Company’s tax liabilities during the Term of this Agreement, Service Provider shall promptly pay any deficiency as a Funding Obligation. In the event that the Tax Reserve (including any additional payments made pursuant to the preceding sentence) exceeds the Company’s tax liabilities during the Term of this Agreement, the Service Provider shall have access to any such surplus for use as Operating Funds pursuant to this Agreement.

As used herein, “Maximum Combined Marginal Rate” means the highest effective marginal combined federal, state and local income tax rate applicable to a corporation engaging in business in the city of St. Louis, Missouri.

9.1.Warranties. Service Provider shall provide the Services in a professional and workmanlike manner in accordance with generally recognized industry standards in the Service Provider’s field.

9.2.Limitation of Liability. Except in the event of a third party indemnification claim pursuant to Section 10, in no event will any Party or any of its Subsidiaries or Affiliates or any of their officers, directors, managers, principals, shareholders, partners, members, employees, agents, representatives (each a “Related Party” and, collectively, the “Related Parties”) be liable to the other Party for special, indirect, punitive or consequential damages, including, without limitation, loss of profits, lost business, or diminution of value of business even if a Party has been advised of the possibility of such damages.

▇.▇.▇▇ Liability for Service Provider Directed Actions. Notwithstanding anything the contrary contained in this Agreement, and for the avoidance of doubt, Company shall have no liability for breaches of any representations and warranties, covenants or agreements set forth in this Agreement to the extent due to (i) any actions or inactions (when Service Provider had the obligation to act or not act under the terms of this Agreement) of Service Provider or any of its Affiliates; or (ii) the Service Provider’s or its Affiliate’s performance of the Services.

9.4.Disclaimer. Except as expressly set forth in this Agreement, the Service Provider makes no representations or warranties, express or implied, with respect to the Services to be provided by it hereunder. If Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Company or its agents, or employees outside of Service Provider’s reasonable control, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Company arising from such prevention or delay. The Company expressly acknowledges and agrees that the Service Provider shall not have any fiduciary duty to the Company, its members or managers, and the Company hereby expressly disclaims any such duty.

10.1.Each Party (as “Indemnifying Party”) shall indemnify, hold harmless, and defend the other Party and each of its Related Parties (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable professional fees and reasonable attorneys’ fees (collectively, “Losses”) that are incurred by an Indemnified Party arising out of any third-party claim alleging: (a) breach or non-fulfillment of any representation, warranty, or covenant under this Agreement by Indemnifying Party or its Related Parties; (b) any negligent or more culpable act or omission (including any reckless or willful misconduct) of Indemnifying Party or its Related Parties in connection with the performance of its obligations under this Agreement; (c) any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of Indemnifying Party or its Related Parties (including any reckless or willful misconduct); or (d) any failure by Indemnifying Party to materially comply with any applicable law (including Cannabis Laws, with the exception of Federal Cannabis Laws) in the performance of its obligations under this Agreement.

10.2. Notwithstanding anything to the contrary herein, Indemnifying Party is not obligated to indemnify, hold harmless, or defend Indemnified Party against any claim if such claim or corresponding Losses to the extent arising from Indemnified Party’s gross negligence or more culpable act or omission (including recklessness or willful misconduct) or bad faith failure to materially comply with any of its material obligations set forth in this Agreement.

10.3.Payments by Indemnifying Party under this Section 10 in respect of any Losses are limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution, or other similar payment actually received by Indemnified Party in respect of any such indemnity claim, less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or other charge-backs.

10.4.The provisions of this Section 10 shall survive the termination of this Agreement.

12.1.Exclusivity; Permissible Activities. During the Term of this Agreement, the Company shall not engage any other person or entity to provide any of the Services to, for or on behalf of the Company other than the Service Provider. Nothing herein shall in any way preclude the Service Provider or its Affiliates or their respective Related Parties from engaging in similar business activities or from performing like services for its or their own account or for the account of others including, without limitation, companies which may be in competition with the business (including the Business) conducted by the Company and any of its Affiliates.

12.2. Employees. During the Term of this Agreement, Service Provider may hire all employees and then lease them back to the Company in accordance with a mutually agreed upon employee leasing agreement. All costs associated with any leased employees shall be Funding Obligations.

12.3.Restriction on Distributions. During the Term of this Agreement, Company shall be prohibited from making any distributions to its members or shareholders, without the prior written consent of Service Provider. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that the prohibitions on distribution of funds from Company bank accounts shall only apply to the Operating Account and nothing herein or otherwise shall be construed to inhibit, in any way, Company’s management, use, withdrawal from, and/or deposit into any other bank account owned by Company; provided that no funds in such other Company bank accounts arise from or relate to the operations of the Business after the Effective Date.

▇▇.▇.▇▇▇▇▇▇▇▇▇. Service Provider will ensure that the Company shall at all times during the Term maintain in full force and effect, policies of insurance in such amounts and with such coverages as currently in place and as required under applicable laws as well as any additional amounts or coverages that may become required under law, including, without limitation, (i) commercial general and product liability insurance, (ii) all risk property insurance, including fire

and extended coverage, vandalism and malicious mischief insurance for the replacement value of the such Party’s facilities, improvements, and contents, and (iii) any other insurance policies, such as business interruption, automobile, flood, and unemployment and workers compensation issuance required by law or as otherwise reasonably requested by Service Provider. The costs of the insurance shall be a Funding Obligation. All such policies must be issued by reputable carriers and contain all the types and minimum coverages, exclusions, and maximum deductibles as commercially reasonable. In all such policies of insurance, Service Provider must be named as an additional insured and all such policies must provide that Service Provider will be sent duplicate copies of all documentation and correspondence from the insurer. Company and Service Provider will cooperate to obtain a certificate of coverage issued by the insurer indicating that all required insurance is in full force and effect and that it will not be terminated, permitted to lapse, expire, or be changed without at least thirty (30) days’ prior written notice to Service Provider.

12.5.Confidentiality. Company and Service Provider shall, and shall cause their Affiliates to, hold, and shall use their reasonable best efforts to cause its or their respective directors, managers, officers, employees, consultants, counsel, accountants, and other agents (“Representatives”) to hold, in confidence any and all information, whether written or oral, concerning this Agreement and any information exchanged pursuant to this Agreement (the “Confidential Information”), except to the extent that Company or Service Provider can show that such information: (a) is generally available to and known by the public through no fault of Company or Service Provider, any of its Affiliates, or their respective Representatives, as applicable; or (b) is lawfully acquired by Company or Service Provider, any of its Affiliates, or their respective Representatives, as applicable, from and after the Effective Date from sources which are not prohibited from disclosing such information by a legal, contractual, or fiduciary obligation. If Company or Service Provider or any of their respective Affiliates or their respective Representatives are compelled to disclose any information by governmental order or applicable law, Company or Service Provider shall promptly notify each other in writing and shall disclose only that portion of such information which is legally required to be disclosed, provided that Company and Service Provider shall use reasonable best efforts to obtain as promptly as possible an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. Notwithstanding anything to the contrary herein, nothing herein shall limit any obligation Service Provider or its Affiliates may have to disclose any Confidential Information or this Agreement under applicable securities laws (without any obligation in respect of this paragraph).

13.Miscellaneous.

13.1.Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (other than routine communications having no legal effect) must be in writing and will be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the date sent by email (with confirmation of transmission or receipt) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Such communications must be sent to the respective Parties at the addresses indicated below (or at such other address for a Party as may be specified in a notice given in accordance with this Section 13.1).

13.2.Interpretation. For purposes of this Agreement, (a) the words “include,” “includes,” and “including” will be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections refer to the Sections of this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

13.3. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

13.4.Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

▇▇.▇.▇▇ Third-Party Beneficiaries. Except as expressly set for in Section 10 with respect to Indemnified Parties, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

13.6.Binding Agreement. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party; provided, however, that a Party may be free to enter into a Collateral Assignment of Material Contracts with Chicago Atlantic Admin, LLC, as administrative agent for the syndicate of lender providing financing accommodations to the Company and certain of its Affiliates or to the Service Provider and certain of its Affiliates.

13.7. Amendment and Modification; Waiver. Except for any e-mail acknowledgements following the Parties mutual agreement after a quarterly review pursuant to Section 5 (which may be made by e-mail acknowledgement), this Agreement may only be amended, modified, or

supplemented by an agreement in writing signed by each Party, including any amendment required by Section 13.8 and/or Section 13.15. No waiver by either Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the waiving Party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

13.8.Severability; Savings Clause. If any provision of this Agreement or the application of any such provision to any person(s) or circumstance(s) shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision thereof and this Agreement shall remain in force and the provision held to be invalid, illegal or unenforceable shall be enforced to the maximum extent permitted by law and in a manner consistent with the original intent of the Parties. If DHSS or any other regulatory body reaches a final and non-appealable determination that this Agreement violates the Cannabis Laws, the Parties shall immediately make such revisions, amendments, and changes to this Agreement necessary (and only those that are necessary) for this Agreement to no longer be found to be in violation.

13.9.Dispute Resolution; Governing Law; Submission to Jurisdiction. In the event of any allegation, claim, action or other dispute by the Parties with respect to this Agreement, the performance hereunder or the rights and remedies set forth herein (in each case, a “Dispute”), such Dispute shall be referred to the most senior executive of each of the Parties and such senior executives shall attempt to negotiate a resolution to such Dispute with a period of thirty (30) days after such Dispute is referred to the senior executives. If the senior executives cannot resolve the Dispute within such thirty (30) day period, then each of the Parties may pursue any remedy available to them under this Agreement, at law or in equity. This Agreement is governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction) that would cause the application of laws of any other. Any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the federal courts of the United States or the courts of the State of Missouri in each case located in St. Louis County, Missouri, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such Party’s address set forth herein will be effective service of process for any suit, action, or other proceeding brought in any such court.

13.10. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY DISPUTE THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG

OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.10.

13.11. Attorneys’ Fees. In the event that any claim, suit, action, or proceeding is instituted or commenced by either Party hereto against the other Party arising out of or related to this Agreement, the prevailing Party will be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing Party.

13.12. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email, or other means of electronic transmission (to which a signed PDF copy is attached) will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

13.13. Regulatory Approval. To the extent that this Agreement and/or the obligations of the Parties hereunder become expressly subject to any approvals of DHSS required by law, the Parties will use their commercially reasonable efforts and will mutually cooperate to obtain any such required approvals as promptly as possible.

13.14. Further Assurances. Each of the Parties shall, and shall cause its respective Affiliates to, from time to time at the request and sole expense of the other Party, furnish the other Party such further information or assurances, execute and deliver such additional documents, instruments and conveyances, and take such other actions and do such other things, as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby.

13.15. Compliance with Laws. All requirements for ongoing regulatory and legal compliance, including, without limitation, the Cannabis Laws and all requirements of DHSS with legal effect, which the Parties acknowledge and understand are subject to change as the marketplace for state-compliant cannabis businesses continues to evolve. If necessary to comply with the requirements of the Cannabis Laws and DHSS, the Parties hereby agree to use their respective commercially reasonable efforts to take all actions reasonably requested by the other Party to ensure compliance with the Cannabis Laws and DHSS requirements of legal effect, including, without limitation, negotiating immediately in good faith to amend, restate, amend and restate, supplement, or otherwise modify this Agreement to reflect terms that most closely approximate the Parties’ original intentions but are responsive to and compliant with the requirements of the Cannabis Laws and requirements of DHSS with legal effect.

13.16. Federal Cannabis Laws. The Parties expressly acknowledge that, despite the permissive regulatory environment existing in Missouri and certain other states, the cultivation, processing, possession, use, marketing, transport, and sale of marijuana remain illegal under federal law. Therefore, notwithstanding anything to the contrary contained herein, no Party hereto shall be deemed to be in violation of this Agreement due to its failure or inability to comply with Federal Cannabis Laws so long as the conduct of its business is in compliance with the Cannabis Laws and DHSS requirements with legal effect. The Parties hereto expressly waive any right to rescission of this Agreement, or any claim or defense that this Agreement, or any term or provision hereof, is unenforceable due to the federal illegality of the Company’s Business or any facet thereof. As used herein, “Federal Cannabis Laws” means any U.S. federal laws, civil, criminal or otherwise, as such relate, either directly or indirectly, to the cultivation, harvesting, production, distribution, sale and possession of marijuana, marijuana or related substances or products containing or relating to the same, including, without limitation, the prohibition on drug trafficking under 21 U.S.C. §

841(a), et seq., the conspiracy statute under 18 U.S.C. § 846, the bar against aiding and abetting the conduct of an offense under 18 U.S.C. § 2, the bar against misprision of a felony (concealing another’s felonious conduct) under 18 U.S.C. § 4, the bar against being an accessory after the fact to criminal conduct under 18 U.S.C. § 3, and federal money laundering statutes under 18 U.S.C. §§ 1956, 1957, and 1960 and the regulations and rules promulgated under any of the foregoing.

13.17. DHSS Access to Company-Related Records. To the extent required by DHSS regulation 19 CSR 100-1.100 (4)(N), as amended from time to time, each Party hereto shall permit the other Party to access such Party’s Company-related records at the request of DHSS during a DHSS investigation or inspection.

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IN WITNESS WHEREOF, the Parties hereto, by and through their duly authorized officers, have caused this Management Services Agreement to be signed as of the Effective Date.

Company:

New Growth Horizon II, LLC

By:
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: CEO

Service Provider:

Proper Management Holdings, Inc.

By:
Name: ▇▇▇▇▇ ▇▇▇▇▇▇

Title: President

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EXHIBIT A

Licenses and Company Locations

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Managed Licenses