AMENDED AND RESTATED INVESTMENT AGREEMENT THIS AMENDED AND RESTATED AGREEMENT is made as of June 3, 2022.

Exhibit 99.1

AMENDED AND RESTATED INVESTMENT AGREEMENT

THIS AMENDED AND RESTATED AGREEMENT is made as of June 3, 2022.

AMONG:

CRESCO LABS INC., a company incorporated under the laws of the Province of British Columbia, having its registered office at ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ (the “Company”);

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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, an individual having an address at [Omitted – Personal Information] (“▇▇▇▇▇▇▇▇”);

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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, an individual having an address at [Omitted – Personal Information] (“▇▇▇▇▇▇▇”);

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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, an individual having an address at [Omitted – Personal Information] (“▇▇▇▇▇▇▇▇▇”);

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▇▇▇▇▇▇▇ ▇▇▇▇▇, an individual having an address at [Omitted – Personal Information] (“Sergi”).

RECITALS:

THEREFORE, the parties agree as follows:

ARTICLE 1

DEFINITIONS AND PRINCIPLES OF INTERPRETATION

Whenever used in this Agreement, the following terms shall have the meanings set out below:

“Act” means the Business Corporations Act (British Columbia);

“Affiliate” means with respect to any Person, any other Person Controlling, Controlled by or under common Control with such Person;

“Agreement” means this Amended and Restated Investment Agreement, including all schedules, and all amendments or restatements as permitted, and references to “Article”, “Section”, “Exhibit” or “Schedule” mean the specified Article, Section, Exhibit or Schedule of this Agreement;

“Articles” means the Articles of the Company and all amendments thereto;

“Business Day” means a day, other than a Saturday or Sunday, on which the principal commercial banks are open for business during normal banking hours in Toronto, Ontario, Vancouver, British Columbia and Chicago, Illinois;

“Control” means:

and the words “Controlled by”, “Controlling” and similar words have corresponding meanings;

“Holding Company” means a corporation, limited liability company, unlimited liability company or partnership that is (a) Controlled by a Shareholder or is Controlled by any of the Shareholder’s Immediate Family Members, or (b) a Shareholder from time to time;

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“Immediate Family Members” means, in respect of a Shareholder, that Shareholder’s spouse, child (natural, adopted or step), sibling (natural, adopted or step), spouse’s sibling (natural, adopted or step), parent, spouse’s parent, grandparent, spouse’s grandparent, other lineal ascendant or descendant or spouse’s other lineal ascendant or descendant;

“Cresco” means Cresco Labs, LLC, a limited liability company existing under the laws of the State of Illinois;

“Cresco Corp.” means Cresco U.S. Corp., a company existing under the laws of the State of Illinois;

“Cresco Corp. Redeemable Shares” means the Redeemable Shares in the capital of Cresco Corp.;

“Cresco Redeemable Units” means the Common Units of Cresco;

“Person” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, limited liability company, unlimited liability company, government, government regulatory authority, governmental department, agency, commission, board, tribunal, dispute settlement panel or body, bureau, court and, where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative;

“Principal” means the applicable individual(s) that directly or indirectly Control a Holding Company that is or becomes party to this Agreement as a Shareholder;

“Shareholders” means Bachtell, Sampson, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ and any permitted transferee who holds Super Voting Shares from time to time; and

“Transfer” means any sale, exchange, assignment, gift, bequest, disposition or other arrangement by which legal title or beneficial ownership passes from one Person to another, or to the same Person in a different capacity, whether or not voluntary and whether or not for value, and the words “Transferred”, “Transferring” and similar words have corresponding meanings.

In this Agreement:

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If, in any jurisdiction, any provision of this Agreement or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other parties or circumstances.

This Agreement constitutes the entire agreement between the parties and sets out all the covenants, promises, warranties, representations, conditions, understandings and agreements between the parties in connection with the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, pre- contractual or otherwise. There are no covenants, promises, warranties, representations, conditions, understandings or other agreements, whether oral or written, pre-contractual or otherwise, express, implied or collateral between the parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement and any document required to be delivered pursuant to this Agreement.

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ARTICLE 2

COMPLIANCE

Each Shareholder shall, from time to time upon the request of the Company, provide to the Company evidence as to such Shareholders’ direct and indirect beneficial ownership (and that of its permitted transferees and permitted successors hereunder) of Super Voting Shares, Cresco Corp. Redeemable Shares and Cresco Redeemable Units.

A Shareholder shall be deemed to beneficially own Cresco Corp. Redeemable Shares, held by an intermediate company or fund in proportion to its equity ownership of such company or fund.

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Each of the Shareholders covenants and agrees that he or she or it shall vote or cause to be voted the shares in the capital of the Company owned by him, her or it to accomplish and give effect to the terms and conditions of this Agreement and that he, she and it shall otherwise act in accordance with the provisions and intent of this Agreement.

No Holding Company that is a party shall issue any additional securities except to the Principal(s) thereof who Controls it if, after the issuance of such securities or the conversion into voting securities of any outstanding convertible securities in the capital of such Shareholder, such Shareholder would no longer be Controlled by such Principal(s).

The Company shall at all times and from time to time act in a manner that is consistent, and shall not take any action that is inconsistent, with this Agreement.

Each of the Principals, if any, severally, and not jointly and severally, covenants with each of the other Principals and each of the other parties to take such actions as may be necessary to cause the Shareholder that he Controls to, at all times, fully and faithfully perform and discharge its obligations under this Agreement and to comply with the terms and conditions of this Agreement. The foregoing covenants and obligations of the Principals are absolute, unconditional, present and continuing and are in no way conditional or contingent upon any event or circumstance, action or omission which might in any way discharge a guarantor or surety.

Each of the Shareholders acknowledges and agrees that, not later than the first business day following the first annual meeting of shareholders of the Company after the subordinate voting shares of the Company become listed on a United States national securities exchange, the Company shall repurchase from the Shareholders all of the then outstanding Super Voting Shares at a repurchase price equal to the cash value of the property contributed as consideration for such Super Voting Share (being $2.00 per share for Super Voting Shares initially issued to such Shareholder), or the cash consideration paid for such Super Voting Share, as applicable, by the holder thereof (being $0.00001 per 1,000 Super Voting Shares). For the avoidance of doubt, the aggregate cash consideration to be received by each Shareholder in exchange for his Super Voting Shares is set forth on Schedule 2.2.

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ARTICLE 3

TRANSFER OF SUPER VOTING SHARES

The parties acknowledge that pursuant to the Articles no Super Voting Share may be Transferred by the holder thereof without the prior written consent of the Company. As a condition of the Company’s written consent to any proposed Transfer, the transferee (and as applicable the Principal(s) thereof) shall sign an accession agreement and shall be bound by the terms of this Agreement as if the transferee was originally a party hereto. The Company hereby covenants and agrees with the Shareholders that the Company shall provide its written consent to any proposed Transfer of Super Voting Shares by a Shareholder only in connection with a Transfer:

Should a Shareholder wish to cause some or all of its Super Voting Shares to be Transferred in accordance with the provisions of this Article 3 the Shareholder shall provide to the Company all information necessary as requested by the Company to ensure that the proposed transferee of the Super Voting Shares is a Person contemplated under the provisions of Section 3.1, and upon the Company’s determination in its sole discretion that the proposed Transfer is permitted under the provisions of Section 3.1, the Company shall provide its written approval for the purposes of the Articles as soon as practicable, and shall upon delivery of all necessary share certificates and instruments of transfer and accession agreements hereto in form and content satisfactory to the Company, shall cause such Transfer to be effected and reflected in the Company’s central securities register. The Company shall also amend the provisions of Schedule 2.2 hereof to reflect the ownership of the Super Voting Shares arising from such Transfer.

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The parties agree that should a Shareholder Transfer any Super Voting Shares in a manner inconsistent with the provisions of the Articles and Section 3.1 the Company shall without further notice to the Shareholder cause such Super Voting Shares to be redeemed in accordance with the Articles and shall pay the redemption price therefor to the Shareholder without regard to any asserted rights of the purported transferee.

ARTICLE 4

ENDORSEMENT OF CERTIFICATES

Any certificate representing a Super Voting Share shall bear a legend substantially in the form as follows:

“The shares represented by this certificate are subject to the terms and conditions of an amended and restated investment agreement between the holder and the Company made June 3, 2022, as it may be amended, which agreement contains, among other things, restrictions on the right of the holder hereof to transfer or sell the shares.”

ARTICLE 5

GENERAL

The terms of this Agreement shall apply mutatis mutandis to any shares:

Except as expressly provided in this Agreement, no party may assign its rights or obligations under this Agreement without the prior written consent of all of the other parties.

This Agreement shall enure to the benefit of and be binding upon the parties and their respective heirs, attorneys, guardians, estate trustees, executors, administrators, trustees, successors (including any successor by reason of amalgamation or merger of any party) and permitted assigns.

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Any notice, consent or approval required or permitted to be given in connection with this Agreement (a “Notice”) shall be in writing and shall be sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by electronic mail, provided that proof of electronic receipt is obtained:

▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇ ▇▇▇▇▇▇, General Counsel

email:       [Omitted – Personal Information]

Any Notice delivered or transmitted to a party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on a Business Day prior to 5:00 p.m. local time in the place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day then the Notice shall be deemed to have been given and received on the next Business Day. Any party may, from time to time, change its address by giving Notice to the other parties in accordance with the provisions of this Section 5.4.

This Agreement shall terminate upon:

This Agreement may only be amended, varied or modified by written agreement of all of the parties, other than an amendment to Schedule 2.2 hereof to reflect ownership of the Super Voting Shares, which may be amended from time to time by the Company without the need for written agreement by the parties.

The rights of the parties under this Agreement are unique and, accordingly, the parties shall, in addition to such other remedies as may be available to any of them at law or in equity, have the right to enforce their rights hereunder by actions for specific performance to the extent permitted by law.

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The parties acknowledge that they have entered into this Agreement willingly with full knowledge of the obligations imposed by the terms of this Agreement. Each Shareholder further acknowledges that he has been afforded the opportunity to obtain independent legal advice and confirms by the execution of this Agreement that he has either done so or waived his right to do so, and agrees that this Agreement constitutes a binding legal obligation and that he is estopped from raising any claim on the basis that he has not obtained such advice.

Each of the parties covenants and agrees to take all such action and to execute all such documents as may be necessary or advisable to implement the provisions of this Agreement fully and effectively and to make them binding on the parties hereto.

This Agreement may be executed by the parties in counterparts and may be executed and delivered by facsimile or other electronic means (including “.pdf” format) and all such counterparts shall together constitute one and the same agreement.

IN WITNESS WHEREOF the parties have duly executed this Agreement effective as of the date first written above.

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SCHEDULE 2.2

SECURITIES OWNERSHIP

[Omitted - Confidential]