AGREEMENT AND PLAN OF MERGER

Exhibit 2.2
EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

by and among
VIREO DR MERGER SUB INC.,
VIREO GROWTH INC.,
DEEP ROOTS HOLDINGS, INC.,
and
THE STOCKHOLDER REPRESENTATIVE

Dated as of December 18, 2024

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Table of Contents

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ARTICLE I DEFINITIONS‌6

ARTICLE II THE MERGER‌24

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY‌39

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB‌56

ARTICLE V COVENANTS‌59

ARTICLE VI TAX MATTERS‌68

ARTICLE VII [RESERVED]‌72

ARTICLE VIII CONDITIONS TO CLOSING‌72

ARTICLE IX INDEMNIFICATION‌75

ARTICLE X TERMINATION‌80

ARTICLE XI MISCELLANEOUS‌82

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EXHIBITS

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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 JPayoff Indebtedness

Exhibit KSpecific Accounting Principles

Exhibit LForfeiture Amount Worksheet

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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 DR ▇▇▇▇▇▇ Sub Inc., a Nevada corporation (“Merger Sub”), Vireo Growth Inc., a British Columbia corporation (“Parent”), Deep Roots Holdings, Inc., a Nevada corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative, agent and attorney-in-fact of the Stockholders (the “Stockholder Representative”).

RECITALS

WHEREAS, Merger Sub is a direct wholly owned subsidiary of Parent that was formed for the sole purpose of effectuating the Merger (as defined below);

WHEREAS, upon the terms and subject to the conditions of this Agreement and in accordance with Chapter 92A of the Nevada Revised Statutes (the “Nevada Act”), Parent, the Company and Merger Sub will enter into a business combination transaction pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent;

WHEREAS, the parties intend that, for U.S. federal income tax purposes, (a) the Merger shall qualify as a “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 the Company (the “Company Board”) has unanimously (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and its Stockholders, (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, and (c) resolved to recommend adoption of this Agreement by the Stockholders;

WHEREAS, the board of directors of Parent has unanimously (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, 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 Merger, and (c) resolved to recommend adoption of this Agreement by the shareholders of Parent; and

WHEREAS, the board of directors of Merger Sub has unanimously (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in

the best interests of, Merger Sub and its sole stockholder and (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger.

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 Company 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 Company Entities 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 of the Company Entities that were used in the preparation of the Financial Statements for the year of 2023, 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).

“Acquisition Multiple” means the quotient of (a) the sum of (i) 245,240,000 multiplied by the Closing Share Price, plus (ii) $20,000,000 (imputed for Assumed Indebtedness plus Closing Indebtedness), less (iii) $3,000,000 (imputed for Closing Cash), less (iv) $2,000,000 (imputed for the Adjusted 280E Reserve), less (v) $13,100,000 (imputed for the Existing Investments), plus (vi) $0 (imputed for Pre-Closing Taxes net of 280E Tax Reserve Shortfall) divided by (b) the sum of (i) Closing EBITDA plus (ii) New Retail 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).

“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 Company Entities 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 Company (or the Surviving Corporation 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 Company Entities and Parent and its Affiliates (other than the Company Entities) (other than Arches 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 Company Entities’ 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 a Company Entity 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 Arches 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 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 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.

“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 and (f) 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 (or any successor thereto).

“Arches 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.

“Arches Platform Fees and Delivery Fees” means fees charged to the Company Entities for their use of the Arches Platform, including, without limitation, 1% of walk-in revenues, 2.5% of pick-up revenues and 5% of delivery revenues.

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

“Assumed Indebtedness” means the outstanding principal and interest owing by any Company Entity to Chicago Atlantic under the terms of Loan and Security Agreement, dated April 15, 2024.

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

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

“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 Company Entities in connection with the business of the Company Entities in the cannabis industry.

“Cannabis Licenses” means any and all Permits required to be obtained from any Governmental Authority pursuant to Title 56 of the Nevada Revised Statutes, and any corresponding county, municipal and other local Laws, for the operation of any cannabis establishment, including, without limitation: a cannabis cultivation facility, a cannabis retail store, a cannabis production facility, a cannabis distributor, or a cannabis consumption lounge.

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

“Capital Event” means (a) the liquidation, dissolution, shut down, cessation of business, whether voluntary or involuntary, or other winding up of the Existing Investment, (b) a sale or other transfer of all or substantially all of the assets of the Existing Investment, (c) a reorganization, merger or consolidation of the Existing Investment with or into any other Person, or an acquisition of the Existing Investment, in which transaction the holders of the equity securities of the Existing Investment immediately prior to such transaction own immediately after such transaction less than fifty percent (50%) of the equity securities of the Existing Investment or the surviving person or entity (or its parent) of such transaction, (d) a public offering of equity securities of the Existing Investment pursuant to an effective registration statement, or (e) any sale of voting control or other transaction similar to those described in clause (b) above following which the holders of the equity securities of the Existing Investment immediately prior to such transaction no longer hold effective control of the Existing Investment following such transaction, whether through voting power, ownership, ability to elect directors or managers, or otherwise.

“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.

“CCB” has the meaning set forth in Section 5.12.

“CCB Consent” has the meaning set forth in Section 5.12.

“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.

“Certificate” has the meaning set forth in Section 2.11(b).

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

“Closing Cash” means (a) an amount, if any, by which the unrestricted Cash held by the Company Entities as of the Closing exceeds the Adjusted 280E Reserve, up to an amount equal to

$3,000,000, plus (b) such amount of excess unrestricted Cash reserves held by the Company Entities as of January 1, 2025, which amounts, or any portion thereof, may be contributed by the Company, at the Company’s option, as additional Cash at Closing and which amounts would be as set forth on a “Closing Cash Schedule” delivered by Company to Parent at least three (3) days prior to Closing.

“Closing Certificate” means a certificate executed by the Chief Financial Officer of each of the Company Entities certifying on behalf of each of the Company Entities, 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, (d) the Inventory Statement, and that the Inventory Statement was prepared in all material respects in accordance with Section 2.17(a)(ii) and (e) the Consideration Spreadsheet.

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

“Closing EBITDA” means $30,000,000.

“Closing Indebtedness” means, subject to the limitations set forth in the definition of “Indebtedness,” the aggregate amount of any unpaid Indebtedness of the Company Entities 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:

“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 Company Entities, less (b) the consolidated Current Liabilities of the Company Entities, determined as of the Closing.

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

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

“Company Auditor” means ▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇ LLC dba HBK CPAs & Consultants.

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

“Company Board Recommendation” has the meaning set forth in Section 3.02(b).

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

“Company Common Stock” means the common stock, par value $0.001 per share, of the Company.

“Company Entities” means, collectively, the Company (or, after the Closing, the Surviving Corporation), Deep Roots Operating Inc., a Nevada corporation, Deep Roots Properties, LLC a Nevada limited liability company, Deep Roots Harvest, Inc., a Nevada corporation, and Deep Roots Aria Acqco, Inc., a Nevada corporation.

“Company Incentive Plan” has the meaning set forth in Section 5.13.

“Company Intellectual Property” means all Intellectual Property that is owned or held for use by any Company 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 Company Entity is a party, beneficiary or otherwise bound, excluding so-called “off-the-shelf” products and “shrink wrap” software licensed to any Company 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 Company 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 Company Entities.

“Company Preferred Stock” means the preferred stock, par value $0.001 per share, of the Company.

“Company Stock” means, collectively, the Company Common Stock and Company Preferred Stock.

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

“Consideration Spreadsheet” has the meaning set forth in Section 2.18(a).

“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 Company Entities, but excluding (a) Cash (including restricted cash), (b) the portion of any prepaid expense of which the Company Entities 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 Company Entities, 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 Company Entities, including, without limitation, the Assumed Indebtedness and Closing Indebtedness, each determined in accordance with the Accounting Principles.

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

“D&O Tail Policy” has the meaning set forth in Section 5.09(c).

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

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

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

“Disclosure Schedules” means the Disclosure Schedules delivered by the Company and Parent concurrently with the execution and delivery of this Agreement.

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

“Dissenting Shareholder(s)” has the meaning set forth in Section 2.10.

“Dissenting Shares” has the meaning set forth in Section 2.10.

“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 Accounting Principles” means (i) the specific terms and definitions (including, without limitation, Adjusted EBITDA) in this Agreement, and (ii) to the extent not inconsistent with the foregoing clause (i), GAAP. In applying GAAP, the 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.

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

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

minus

plus and minus (as applicable)

(b)

minus

plus

plus

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

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

“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” shall have the meaning set forth in Section 2.19(c).

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

“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 (i) Adjusted EBITDA for such period, divided by (ii) 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 (i) Closing EBITDA, divided by (ii) gross revenue from sales, less the cost of sales returns and discounts, for the year ending December 31, 2024 (excluding any such amounts attributable to the New Retail Location).

“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 Company 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 Company 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, Stockholder 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 Agent” has the meaning set forth in Section 2.11(a).

“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 Company 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).

“Existing Investment Gains” means, without duplication, (a) any dividends or distributions, whether in Cash or other property the value of which can be readily established, in each case actually received by Parent, Surviving Corporation or any of their Affiliates from an Existing Investment, and (b) the amount of any Cash proceeds or the fair market value of other property as determined by the parties in good faith, in each case actually received or realized by Parent, Surviving Corporation, or any of their Affiliates, from a Capital Event arising from an Existing Investment, in an amount in excess of the Company’s adjusted basis for Tax purposes in such Existing Investment (for the avoidance of doubt, with respect to an Existing Investment that constitutes an equity interest in an entity classified as a partnership, the Company’s outside Tax basis in such equity interest) as of the Closing, less (c) the collective amount of any further

investments in cash or the fair market value of other contributed property as determined by the parties in good faith, in each case made or contributed by Parent, Surviving Corporation or any of their Affiliates to an Existing Investment after the Closing.

“Existing Investment Losses” means the amount, if any, that (a) the Company’s adjusted basis for Tax purposes in an Existing Investment (for the avoidance of doubt, with respect to an Existing Investment that constitutes an equity interest in an entity classified as a partnership, the Company’s outside Tax basis in such equity interest) as of the Closing exceeds (b) the collective amount of any Cash proceeds or the fair market value of other property as determined by the parties in good faith, in each case actually realized or received by Parent, Surviving Corporation or any of their Affiliates, from a Capital Event arising from such Existing Investment, less the collective amount of any further investments in cash or the fair market value of other contributed property as determined by the parties in good faith, in each case made or contributed by Parent, Surviving Corporation or any of their Affiliates to an Existing Investment after the Closing.

“Existing Investments” means (a) 1,758,335 Series B Preferred Units in Journey Enterprise Holdings LP (commonly referred to as Embarc), acquired by the Company for (and with an outside basis equal to) the amount of $5,000,000, (b) the Amended and Restated Secured Promissory Note, dated October 17, 2024, in the principal amount of $5,705,822, made by Battle Green Holdings, LLC, Battle Green Real Estate, LLC, and Battle Green Equipment LLC, in favor of the Company, with an original principal amount of (and with an outside basis equal to) $5,000,000, (c) 5,384,615 Class A Units in Battle Green Holdings, LLC, acquired by the Company for the amount of (and with an outside basis equal to) $2,100,000, and (d) 1,000,000 Investor Units in Bluebird Real Estate Holdings, LLC, acquired by the Company for the amount of (and with an outside basis equal to) $1,000,000.

“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 Earn-Out Accounting Principles, the sum of (a) the product of the Acquisition Multiple multiplied by the EBITDA Deficiency, minus (b) the product of (i) 0.75 multiplied by (ii) any Existing Investment Gains, plus (c) the product of (i) 0.75 multiplied by (ii) any Existing Investment Losses, plus (d) subject to Section 2.19(d), the aggregate amount of any Post-Closing Debt, minus (e) the amount of any Cash remaining in the Stockholder Representative Expense Fund, and minus (f) 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 L, 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 (a) with respect to the 2023 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, and (b) with respect to the 2021 and 2022 Unaudited Financial Statements, IFRS, in all material respects, applied on a consistent basis throughout the periods involved, subject to the absence of notes, and except for the consistently applied deviations from IFRS described on Exhibit H.

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

“IFRS” means International Financial Reporting Standards.

“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) 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 Tax Treatment” has the meaning set forth in Section 2.21.

“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 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 a Company Entity), 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).

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

“Market Share” means

“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 Company Entities, taken as a whole, or (b) on the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or on the consummation of (whether by prevention or material delay) the Merger 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 Company 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 Company 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 Company Entities compared to other participants in the industries in which the Company 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).

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

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

“Merger Sub Common Stock” means the common stock, par value $0.0001 per share, of Merger Sub.

“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 Company 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. For the avoidance of doubt, the Stockholder Representative Expense Fund shall not be a deduction from the calculation of net cash flow from operating activities.

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

“NCCR” has the meaning set forth in Section 5.12.

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

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

“Nevada Cannabis Laws” has the meaning set forth in Section 5.12.

“New Retail EBITDA” means $1,000,000 in annual estimated steady-state Adjusted EBITDA attributable to the New Retail Location located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇.

“New Retail EBITDA Shortfall Amount” means all New Retail EBITDA attributable to any New Retail Location that is not Operational as of April 1, 2025.

“New Retail Location” means a retail location at which the business and operations of the Company Entities are to be conducted, which is not Operational as of the date of this Agreement, but which the Company Entities anticipate, in good faith, will be Operational by April 1, 2025.

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

“Operational” means that a retail location at which the business and operations of the Company Entities are to be conducted, has been issued a certificate of occupancy by the applicable Governmental Authority, and has received all Permits necessary for the operation of such location by the applicable Company Entity.

“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 or Merger Sub to perform its obligations under this Agreement or to consummate the Merger, or on the consummation of (whether by prevention or material delay) the Merger 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 Company contemplated by this Agreement and/or 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 Update” has the meaning set forth in Section 5.17(b).

“Payoff Indebtedness” means all Closing Indebtedness set forth or described on Exhibit J.

“Payoff Letters” mean payoff letters from all holders of any Payoff Indebtedness of the Company 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 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 a Company Entity, whether as intercompany indebtedness for amounts borrowed from Parent (or its subsidiaries) or from a third party lender, pursuant to a Company Entity’s request to the Parent to incur such indebtedness for use in the business and operations of the Company Entities, 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 a Company Entity, without the prior consent and approval of Parent.

“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 Company Entities as of the Closing for Pre-Closing Tax Periods for which the Company Entities have not established a cash reserve specifically designated as being a reserve solely for unpaid Taxes (excluding the 280E Tax Reserve), calculated in accordance with the Accounting Principles and Section 6.05 with respect to any Straddle Period.

“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 any Stockholder, such Person’s pro rata share of each component of the Total Merger Consideration as set forth on the Consideration Spreadsheet, including, without limitation, the Closing Share Payment, the Escrow Shares, any potential additional Parent Shares issued in connection with the Earn-Out Amount as calculated pursuant to Section 2.19, and any potential Parent Shares forfeited in connection with the Forfeiture Amount as calculated pursuant to Section 2.19 (or any amounts forfeited or repaid pursuant to Section 2.19(h)), each as applicable.

“Pro Rata Share of Closing Share Payment” means the amount of the Closing Share Payment allocated to each Stockholder as set forth in the Consideration Spreadsheet.

“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 Company Entities, together with all buildings, structures and facilities located thereon.

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

meaning set forth in Section 3.02(a). “Resigning Executives” means ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Secretary of the Company. “Resolution Period” has the meaning set forth in Section 2.17(c)(ii).

“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).

“State Licenses” has the meaning set forth in Section 5.12.

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

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

“Stockholder Notice” has the meaning set forth in Section 5.05(b).

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

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

“Stockholders” means the holders of all of the outstanding capital stock of the Company.

“Stockholders Agreement” means that certain Stockholder Agreement, dated March 28, 2023, by and among the Stockholders.

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

“Surviving Corporation” has the meaning set forth in Section 2.01.

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

“Target Working Capital” means $5,500,000.

“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 $6,376,240.

“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, less any amounts forfeited or paid pursuant to Section 2.19(h).

“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 Company Entities as a result of this Agreement or the transactions contemplated hereby (together with any employment and similar Taxes payable by the Company Entities in connection with such payments)), incurred by the Company 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 Merger and the other transactions contemplated hereby and thereby, including any unpaid costs of the D&O Tail Policy referenced in Section 5.09(c) and any costs allocated to the Company 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 Company 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.

“Withholding Agent” has the meaning set forth in Section 2.15. “Written Consent” has the meaning set forth in Section 5.05(a).

is less than

(B)ninety-six and one-half percent (96.5%) of the sum of (I) the Closing EBITDA plus (II) New Retail EBITDA (as adjusted to deduct the New Retail EBITDA Shortfall Amount, if any), in each case as finally determined as part of the Actual Closing Merger Consideration pursuant to Section 2.17(b) and (c), minus, (III) if applicable (and if not taken into account in the determination of Actual Closing Merger Consideration or already deducted pursuant to subsection (II) above), any New Retail EBITDA Shortfall Amount in accordance with Section 2.19(h)) (the absolute value of the amount of the deficiency of Section 2.19(g)(i)(A) to the amount calculated in this Section 2.19(g)(i)(B), if any, the “EBITDA Deficiency”); and

“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), the Company represents and warrants to Parent as follows:

rendering of services in the Ordinary Course of Business; and (b) constitute only valid, undisputed claims of the Company Entities not subject to claims of set-off or other defenses or counterclaims, other than normal cash discounts accrued in the Ordinary Course of Business. The reserve for bad debts shown on the Interim Balance Sheet on the accounting records of the Company Entities have been determined in accordance with the Historical Accounting Principles, and, with respect to accounts receivable arising after the Interim Balance Sheet Date have been determined in accordance in all material respects with the Historical Accounting Principles, both consistently applied, and both subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

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

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reasonable efforts to provide full and effective support of Parent in all such negotiations and other discussions or actions to the extent requested by ▇▇▇▇▇▇. The Company will not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Authority with respect to any proposed settlement, consent decree, commitment or remedy, or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling of any matters contemplated by this Section 5.11, except as specifically requested by or agreed with Parent. The Company will not commit to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or applicable competition Law, without the prior written consent of Parent. If any request for additional information and documents, including a “second request” under the HSR Act, is received from any Governmental Authority, then the parties will substantially comply with any such request at the earliest practicable date.

Parent Shares ending on the day prior to such release on the Exchange, as reported by Bloomberg Finance L.P.; provided, that (i) if the Stockholder Representative elects cash payment under the foregoing clause (A)(II), and any Stockholder does not pay any such excess Indemnified Taxes owed pursuant thereto within 30 days thereafter, such Stockholder shall, at the option of Parent, have such amounts settled in Escrow Shares pursuant to the foregoing clause (A)(I) (or if the Escrow Shares are not sufficient, in accordance with the following clause (ii)), and (ii) in the event the Stockholder Representative chooses settlement in Escrow Shares pursuant to the foregoing clauses (A)(I) or (B) but the amount of Indemnified Taxes (or amount of excess Indemnified Taxes, in the case of the foregoing clause (A)(I)) are in excess of the Escrow Shares, the Stockholders shall transfer to Parent a number of Parent Shares (rounded up to the nearest whole share) equal to the quotient of (I) the Canadian dollar equivalent (based on the average exchange rate posted by the Bank of Canada as of the end of each trading day during the period described in the following clause (II)) of such remaining excess Indemnified Taxes, divided by (II) the 20-day volume weighted average price of the Parent Shares ending on the day prior to such release on the Exchange), as reported by Bloomberg Finance L.P., in accordance with their respective Pro Rata Shares, severally and not jointly. Notwithstanding the foregoing, any claim for indemnification by the Parent Indemnitees pursuant to Section 6.03 for Indemnified Taxes, Section 9.02(a) for any breach of a representation contained in Section 3.22, or Section 9.02(b) for any breach of a covenant, undertaking, agreement or obligation contained in this Article VI, in each case, other than those arising out of or related to 280E for Pre-Closing Tax Periods, to the extent asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the Indemnified Party to the Indemnifying Party on or prior to the applicable expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved.

schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by any of the other parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date, Stockholder Representative, the Surviving Corporation or Parent (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.

for any Pre-Closing Period (a “280E Pre-Closing Tax Refund”), shall be retained and held by the Surviving Corporation until the expiration of the statute of limitations for an audit, review or other examination of such Tax Return underlying such 280E Pre-Closing Tax Refund by the applicable Governmental Authority (or the conclusion of any such audit, review or examination) (each, a “Refund Holding Period”), at which time the amount of such 280E Pre-Closing Tax Refund, less any 280E Liability determined to be payable in connection with such 280E Pre-Closing Tax Refund, taking into account any then-remaining 280E Tax Reserve and any other cash reserve specifically designated as being a reserve solely for unpaid Taxes (excluding the 280E Tax Reserve), or other amounts payable in connection with any such audit, review or examination (the “Net Pre-Closing Tax Refund”), shall be (a) applied to the calculation and determination of the Earnout Amount and Forfeiture Amount and permanently retained by Parent and its Affiliates, or (b) to the extent that the Earnout Amount and Forfeiture Amount have previously been calculated and determined, paid not later than ten (10) Business Days after the expiration of the Refund Holding Period, by Parent to Stockholders in accordance with their respective Pro Rata Shares of the Net Pre-Closing Tax Refund by either, at Parent’s sole option, (x) wire transfer of immediately available funds, or (y) issuance of Parent Shares (rounded up to the nearest whole number) equal to the quotient of (A) the Canadian dollar equivalent (based on the average exchange rate posted by the Bank of Canada as of the end of each trading day during the period described in the following clause (B)) of the Net Pre-Closing Tax Refund, divided by (B) the 20-day volume weighted average price of the Parent Shares ending on the day prior to such issuance on the Exchange, as reported by Bloomberg Finance L.P.

indemnifiable Loss, and Stockholder Representative will be deemed to agree to indemnifiable Losses in respect of any Third Party Claim for which Stockholder Representative has assumed the defense as an Indemnifying Party); provided that Parent may set-off, withhold and deduct from any Earn-Out Amount any Losses or other amounts actually paid by Parent, the Surviving Corporation, or any Parent Indemnitee to (a) a D&O Indemnified Party in respect of a D&O Claim (including any payments or reimbursements in respect of any such D&O Indemnified Party’s fees or expenses in connection with any such D&O Claim) indemnifiable under Section 9.02(f) and (b) any Person in respect of any of the matters that are indemnifiable by the Stockholders as set forth in Section 9.02(c), (d) or (e), and the Stockholders and the Stockholder Representative will be deemed to accept the foregoing set-offs, withholdings, or deductions, set forth in (a) and (b) above, and no such set-off, withholding, or deduction set forth in (a) and (b) above shall be subject to any requirement to obtain a final, non-appealable adjudication (including as set forth in subsection (ii) of this sentence), in each case subject in all respects to the applicable limitations and other provisions set forth herein, including, without limitation (as applicable), Section 5.09, Article VI and this Article IX, and (ii) with respect to any matters for which the foregoing clause (i) does not apply, to the extent that a Parent Indemnitee suffers Losses or incurs any other amounts to which a Parent Indemnitee reasonably believes such Parent Indemnitee is entitled to indemnification under Article VI or this Article IX, Parent shall be entitled to submit (on behalf of the Parent Indemnitee) a notice of such good faith claim (each, a “Set-Off Claim”) thereof to Stockholder Representative. Any Set-Off Claim shall be resolved in accordance with the procedures set forth in Article VI or this Article IX, as applicable, depending on the nature of the underlying claim; provided that in the event that Parent is unable to resolve any timely objections made by the Stockholder Representative to such Set-Off Claim within thirty (30) days following the delivery of the notice of such Set-Off Claim, then Parent or the applicable Parent Indemnitee may seek judicial determination of such claim and upon a final, non-appealable determination of such Set-Off Claim (or upon agreement of the Stockholder Representative), may set-off, withhold, and deduct such finally determined Losses and other amounts against the Earn-Out Amount. For the avoidance of doubt, (a) Parent may hold back and delay the issuance and delivery of any Earn-Out Shares in respect of any Earn-Out Amount that is subject to a Set-Off Claim pending final determination thereof (or agreement of the Stockholder Representative) pursuant to subsection (ii) of the previous sentence, and (b) Parent shall issue and deliver to the applicable Stockholders any Earn-Out Shares in respect of any Earn-Out Amounts (i) that are not subject to a Set-Off Claim pursuant to and in accordance with the terms and conditions of this Agreement, and (ii) that are subject to a Set-Off Claim that are finally determined to be issuable to such Stockholders promptly following their final determination pursuant to subsection (ii) of the previous sentence.

After the Closing, Parent shall be entitled to deal exclusively with Stockholder Representative on all matters relating to this Agreement (including Article VI and Article IX but excluding matters regarding payment of any amounts owed directly by any Stockholder to Parent or any Parent Indemnitee) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder by Stockholder Representative, and on any other action taken or purported to be taken on behalf of any Stockholder by Stockholder Representative, as being fully binding upon such Person. After the Closing, notices or communications to or from Stockholder Representative shall constitute notice to or from each of the Stockholders. Any decision or action by Stockholder Representative hereunder, including any agreement between Stockholder Representative and Parent relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Stockholders and shall be final, binding and conclusive upon each such Person. No

Stockholder 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 by any act of any one or more of the Stockholders, or by operation of Law, whether by death or other event.

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SUCH NON-COMPLIANCE ALSO CONSTITUTES A VIOLATION OF APPLICABLE CANADIAN OR STATE LAW AS DETERMINED IN ACCORDANCE WITH THE ACT OR BY A GOVERNMENTAL AUTHORITY.

[Signature page follows]

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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.

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Exhibit A

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Acquisition Multiple Worksheet

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

Exhibit B

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Form of Adjusted EBITDA Worksheet

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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 Company Entities and Parent and its Affiliates (other than the Company 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 Company 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

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Form of Closing Merger Consideration Worksheet

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

Exhibit D

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Form of Lock-Up Letter

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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 DR Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Parent, Deep Roots Holdings, Inc., a Nevada corporation (the “Company”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative, agent and attorney-in-fact of the Stockholders (the “Stockholder 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”):

(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 Stockholder Representative and Parent (and which will contain the necessary representations and warranties, and other matters substantially equivalent to those in the Letter of Transmittal);

(b)the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Locked-Up Shares that are then subject to a Restricted Period, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act; provided that such plan does not provide for, or permit, any sale or transfers of the undersigned’s Locked-Up Shares that are then subject to a Restricted Period during such applicable Restricted Periods;

(c)transfers by the undersigned of Parent Shares purchased by the undersigned on the open market or in a public offering by Parent, in each case following the date of the Merger Agreement;

(d)pursuant to a bona-fide third party tender offer, merger, consolidation or other similar transaction made to all holders of Parent’s capital stock involving a change of control of Parent, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the undersigned’s Locked-Up Shares that are then subject to a Restricted Period shall remain subject to the restrictions contained in this Lock-Up Agreement;

(e)pursuant to an order of a court or Governmental Authority; or

(f)transfers of the undersigned’s Locked-Up Shares that are then subject to a Restricted Period as consented to by Parent.

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]

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SCHEDULE A

Closing Consideration Shares

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SCHEDULE B
Earn-Out Shares

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Exhibit E

Form of Investor Rights Agreement

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INVESTOR RIGHTS AGREEMENT

This Investor Rights Agreement (this “Agreement”) is made and entered into as of _________, among Vireo Growth Inc. (the “Parent”), and the stockholders of Deep Roots Holdings, Inc., a Nevada corporation (the “Company”) signatory hereto (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 DR ▇▇▇▇▇▇ Sub Inc., a Nevada corporation, and a wholly owned subsidiary of Parent, the Company and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative, agent and attorney-in-fact of the Stockholders (the “Stockholder Representative”).

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:

ARTICLE I
DEFINITIONS

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.

ARTICLE II
REGISTRATION RIGHTS

1.Registration.

(a)Promptly following the expiration of the first Restricted Period and if Rule 144 is or becomes unavailable for resale of the Parent Shares issuable to Stockholders pursuant to

the Merger Agreement (taking into account the required holding period under Rule 144), the Parent shall prepare and file with the SEC a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Parent may reasonably determine (the “Initial Registration Statement”); provided, however, that (1) in the event that the Parent becomes aware prior to the expiration of the Restricted Period that a Stockholder would not qualify under Rule 144 to be able to sell such Stockholder’s Registrable Securities being released from lock-up as of or immediately following the expiration of the first Restricted Period, the Parent will use commercially reasonable efforts to prepare and file an Initial Registration Statement prior to the end of the first Restricted Period and (2) if the Parent has not filed an Initial Registration Statement by within 270 days immediately following the Closing (as defined in the Merger Agreement), then if the Stockholder Representative provides a written demand to the Parent within three (3) months following the end of such 270-day period that is signed by Stockholders holding at least 50% of the Registrable Securities issued as of the Closing under the Merger Agreement, then the Parent will use reasonable best efforts to prepare and file an Initial Registration Statement. The Parent’s obligation to file a Registration Statement pursuant to this Agreement applies only if and when the Parent Shares issuable to Stockholders pursuant to the Merger Agreement are determined to not be eligible to be resold pursuant to Rule 144 (without volume limitations) under the Securities Act of 1933, as amended (taking into account the required holding period under Rule 144). The Initial Registration Statement shall be on Form S-3, or such other form the Parent is eligible to use at that time. Notwithstanding the registration obligations set forth in this Section 1, in the event the SEC informs the Parent that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Parent agrees to promptly (i) inform each of the Stockholders thereof via electronic mail at the address noted on the latest Selling Stockholder Questionnaire or supplement thereto (if any) received by the Parent and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to the Parent to register for resale the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, the number of Registrable Securities shall be reduced on a pro rata basis, subject to a determination by the SEC that certain Stockholders must be reduced before other Stockholders based on the number of Registrable Securities held by such Stockholders. In the event the Parent amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Parent will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by SEC or SEC Guidance provided to the Parent or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to the Parent to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Stockholder shall be named as an “underwriter” in any Registration Statement without such Stockholder’s prior written consent.

(b)The Parent shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the SEC as soon as practicable following the filing of such Registration Statement and, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, shall use its commercially reasonable efforts to keep each Registration Statement continuously effective under the Securities Act until two years

following the expiration of the last Restricted Period (or, if sooner, the time when the Stockholders have sold or otherwise no longer hold any Registrable Securities) (the “Effectiveness Period”). The Parent shall request effectiveness of a Registration Statement following market close on a Trading Day. The Parent shall promptly notify the Stockholders via electronic mail at the address noted on the latest Selling Stockholder Questionnaire or supplement thereto (if any) received by the Parent of a “.pdf” format data file of the effectiveness of a Registration Statement (or, if none, will notify the Stockholder Representative). If necessary, the Parent shall promptly, following the Effective Date, file a final Prospectus with the SEC, in accordance with Rule 424(b).

(c)Each Stockholder agrees to furnish to the Parent a completed Selling Stockholder Questionnaire. At least ten Trading Days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, the Parent will notify the Stockholder Representative (or, if the Parent has been provided the email address of the Stockholder, at that email address) of the information the Parent requires from the applicable Stockholder including the information contained in the Selling Stockholder Questionnaire, which shall be completed and delivered to the Parent promptly upon request and, in any event, within five Trading Days prior to the applicable anticipated filing date. Each Stockholder further agrees that it shall not be entitled to be named as a selling securityholder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Stockholder has returned to the Parent a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a Stockholder holding Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Parent shall use its commercially reasonable efforts to take such actions as are required to name such Stockholder as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information. Each Stockholder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 1(c) will be used by the Parent in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement.

2.Piggyback Registration

(a)Following the expiration of the applicable Restricted Period with respect to the applicable Parent Shares issued to Stockholders pursuant to the Merger Agreement, whenever the Parent proposes to register the offer and sale of any Parent Shares under the Securities Act (other than (i) pursuant to a registration statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Parent pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a registration statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) pursuant to a registration statement filed in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Parent and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Parent shall give prompt written notice (in any event no later than fifteen days prior to the filing of such registration statement) to the holders of Registrable Securities (by way of written notice to the Stockholder Representative) of its intention to effect such a registration and, subject to Section 2(b) and Section 2(c), shall include in such registration all Registrable Securities that are not then subject to a Restricted Period with respect to which the Parent has received written requests for inclusion from the holders of such Registrable

Securities within ten days after the Parent’s notice has been sent to the Stockholder Representative. If any Piggyback Registration  Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of (through notice to the Stockholder Representative) and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).

(b)If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Parent and the managing underwriter advises the Parent and the holders of Registrable Securities (if any holders of Registrable Securities that are not then subject to a Restricted Period have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of Parent Shares proposed to be included in such registration or takedown, including all Registrable Securities that are not then subject to a Restricted Period and all other Parent Shares proposed to be included in such underwritten offering, exceeds the number of Parent Shares which can be sold in such offering and/or that the number of Parent Shares proposed to be included in any such registration or takedown would adversely affect the price per share of the Parent Shares to be sold in such offering, the Parent shall include in such registration or takedown (i) first, the Parent Shares that the Parent proposes to sell; and (ii) second, the Parent Shares requested to be included therein by the holders of Registrable Securities that are not then subject to a Restricted Period and holders of Parent Shares other than holders of Registrable Securities that are not then subject to a Restricted Period, allocated pro rata among all such holders on the basis of the number of Registrable Securities that are not then subject to a Restricted Period and the number of Parent Shares other than Registrable Securities that are not then subject to a Restricted Period (on a fully diluted, as converted basis), as applicable, owned by all such holders or in such manner as they may otherwise agree.

(c)If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Parent Shares other than Registrable Securities, and the managing underwriter advises the Parent in writing that in its reasonable and good faith opinion the number of Parent Shares proposed to be included in such registration or takedown, including all Registrable Securities that are not then subject to a Restricted Period and all other Parent Shares proposed to be included in such underwritten offering, exceeds the number of Parent Shares which can be sold in such offering and/or that the number of Parent Shares proposed to be included in any such registration or takedown would adversely affect the price per share of the Parent Shares to be sold in such offering, the Parent shall include in such registration or takedown (i) first, the Parent Shares requested to be included therein by the holder(s) requesting such registration or takedown; and (ii) second, the Registrable Securities that are not then subject to a Restricted Period requested by the holders of Registrable Securities that are not then subject to a Restricted Period and the Parent Shares requested to be included therein by other holders of Parent Shares, allocated pro rata among all such holders on the basis of the number of Parent Shares other than the Registrable Securities that are not then subject to a Restricted Period (on a fully diluted, as converted basis) and the number of Registrable Securities that are not then subject to a Restricted Period, as applicable, owned by all such holders or in such manner as they may otherwise agree.

(d)If any Piggyback Registration or Piggyback ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is initiated as a primary underwritten offering on behalf of the Parent, the Parent shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.

3.Registration Procedures

In connection with the Parent’s registration obligations hereunder:

(c)The Parent shall notify the Stockholders (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend, subject to the limitations on suspensions set forth in Section 6(c), the use of the Prospectus until the requisite

changes have been made) as promptly as reasonably practicable (and, in the case of (i)(A) below, not less than three Trading Days prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one Trading Day following the day: (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the SEC notifies the Parent whether there will be a “review” of such Registration Statement and whenever the SEC comments in writing on any Registration Statement (in which case the Parent shall provide to each of the Stockholders true and complete copies of all comments that pertain to the Stockholders as a “Selling Stockholder” or to the “Plan of Distribution” and all written responses thereto, but not information that the Parent believes would constitute material non-public information); and (C) with respect to each Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information that pertains to the Stockholders as “Selling Stockholders” or the “Plan of Distribution”; (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceeding for that purpose; (iv) of the receipt by the Parent of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made), not misleading; and (vi) of the occurrence or existence of any pending corporate development with respect to the Parent that the Parent believes may be material and that, in the determination of the Parent, makes it not in the best interest of the Parent to allow continued availability of a Registration Statement or Prospectus, provided that the Parent shall not disclose the content of any of any material non-public information to the Stockholders.

(a)Indemnification by the Parent. The Parent shall indemnify, defend and hold harmless each Stockholder, the officers, directors, agents, partners, members, managers, shareholders, Affiliates and employees of each of them, each Person who controls any such Stockholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, shareholders, agents and employees of each such Controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of investigation and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation or alleged violation by the Parent of the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, action, damage, liability, except to the extent, but only to the extent, that (A) such untrue statements, omissions or alleged omissions are based solely upon information regarding such Stockholder furnished in writing to the Parent by such Stockholder expressly for use therein, or to the extent that such information relates to such Stockholder or such Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and

approved in writing by such Stockholder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (B) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), related to the use by a Stockholder of an outdated or defective Prospectus after the Parent has notified such Stockholder in writing that the Prospectus is outdated or defective and prior to the receipt by such Stockholder of the Advice contemplated and defined in Section 6(c) below, but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected or (C) to the extent that any such Losses arise out of the Stockholder’s (or any other indemnified Person’s) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such Prospectus or supplement. The indemnification provided for under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or Controlling Person of such indemnified party and shall survive the transfer of the Registrable Securities by the Stockholders pursuant to Section 15. The indemnity set forth in this Section 5(a) shall be in addition to any liability the Parent may otherwise have.

(b)Indemnification by Stockholders. Each Stockholder shall, severally and not jointly, indemnify and hold harmless the Parent, its directors, officers, agents and employees, each Person who controls the Parent (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such Controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or are based solely upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent that such untrue or alleged untrue statements or omissions or alleged omissions are based solely upon information regarding such Stockholder furnished in writing to the Parent by such Stockholder expressly for use therein or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), to the extent related to the use by such Stockholder of an outdated or defective Prospectus after the Parent has notified such Stockholder in writing that the Prospectus is outdated or defective and prior to the receipt by such Stockholder of the Advice contemplated in Section 6(c), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Stockholder hereunder be greater in amount than the dollar amount of the net proceeds received by such Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c)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.

6.Rule 144 Compliance. With a view to making available to the holders of Registrable Securities the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a holder to sell securities of the Parent to the public without registration, the Parent shall:

(c)furnish to any holder so long as the holder owns Registrable Securities, promptly upon request, a written statement by the Parent as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, a copy of the most

recent annual or quarterly report of the Parent, and such other reports and documents so filed or furnished by the Parent as such holder may reasonably request in connection with the sale of Registrable Securities without registration.

ARTICLE III
ADVISORY COMMITTEE

ARTICLE IV
MISCELLANEOUS

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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

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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 the Company or Exchange Agent, attention: [●] at [email]. For assistance, please contact [●] by telephone [phone] or email [email].

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

In completing the Letter of Transmittal, you may be required to also do the following:

Please see the Instructions on page 12 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 DR Merger Sub Inc, a Nevada corporation (“Merger Sub”), (ii) Vireo Growth Inc., a British Columbia corporation (“Parent”), (iii) Deep Roots Holdings, Inc., a Nevada corporation (the “Company”), and (iv) Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the agent, proxy, representative and attorney-in-fact of the Stockholders (the “Stockholder Representative”), pursuant to which, upon the terms and subject to the conditions therein, at the Effective Time, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving company as a wholly-owned subsidiary of the Parent (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 Closing Share Payment (and Pro Rata Share of other applicable amounts, if any, under the Merger Agreement including the Adjusted Closing Share Payment 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, through the Exchange Agent, will pay, in accordance with the Merger Agreement, the Pro Rata Share of Closing Share Payment, 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 Adjusted Closing Share Payment and the Earn-Out Shares, if any.

By submitting this Letter of Transmittal, the undersigned acknowledges that the Pro Rata Share of Closing Share Payment and any additional portion of any Total Merger Consideration, including the Adjusted Closing Share Payment 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 Closing Share Payment and any additional portion of any Total Merger Consideration including the Adjusted Closing Share Payment 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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“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 VIREO GROWTH INC. (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.”

(m)the undersigned alone, or with the assistance of his, her or its professional advisors, has such knowledge and experience in financial, tax and business matters as to be capable of evaluating the merits and risks of its investment in the Parent Shares and is able, without impairing its financial condition, to hold such Parent Shares for an indefinite period of time and to bear the economic risks, and withstand a complete loss, of such investment;

(n)the undersigned understands and acknowledges that no agency, governmental authority, regulatory body, stock exchange or other entity (including, without limitation, the U.S. Securities and Exchange Commission or any state securities commission) has made any finding or determination as to the merit of investment in, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Merger or the Parent Shares;

(o)if required by applicable securities legislation, regulatory policy or order or by any securities commission, stock exchange or other regulatory authority, the undersigned will execute, deliver and file and otherwise assist Parent in filing reports, questionnaires, undertakings and other documents with respect to the issuance of the Parent Shares;

(p)the undersigned is a United States person (as defined by Section 7701(a)(30) of the Code), or, if the undersigned is not a United States person (as defined by Section 7701(a)(30) of the Code), the undersigned hereby represents that it has satisfied itself as to the full observance of the Laws of its jurisdiction in connection with the undersigned’s acquisition of the Parent Shares, or any use of the Merger Agreement or this Letter of Transmittal, including (i) the legal requirements within its jurisdiction for the acquisition of the Parent Shares, (ii) any foreign exchange restrictions applicable to such acquisition, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the undersigned as a result of the Merger and the acquisition, holding, redemption, sale, or transfer of the Parent Shares;

(q)the undersigned’s receipt of and continued beneficial ownership of the Parent Shares will not violate any applicable securities or other Laws of the undersigned’s jurisdiction; and

(r)the undersigned has been advised to seek legal, financial and tax advice prior to signing this Letter of Transmittal and has had an opportunity to review with the undersigned’s tax, financial and legal advisors the consequences of the Merger and the transactions contemplated by the Merger Agreement and this Letter of Transmittal. The undersigned acknowledges and agrees that none of Parent, ▇▇▇▇▇▇ Sub or the Company has provided the undersigned with legal, financial or tax advice and the undesigned is relying solely on the advice of its own tax, financial and legal advisors in executing this Letter of Transmittal. None of Parent, Merger Sub, the Company or any party to the Merger Agreement makes any representation, warranty or covenant regarding the U.S. federal income tax treatment of the Merger including, without limitation, whether the Merger will qualify as a tax-deferred reorganization under Section 368(a) of the Code. The undersigned executes this Letter of Transmittal freely and voluntarily. The undersigned hereby acknowledges that Parent, Merger Sub and Stockholder Representative shall

each be a third party beneficiary of this Letter of Transmittal and shall be entitled to rely upon and enforce the terms hereof.

Recourse

By signing this Letter of Transmittal, the undersigned hereby accepts and agrees that the undersigned (a) is a Stockholder as such term used in the Merger Agreement and (b) is bound by (and entitled to the benefits of) all of the terms, conditions, duties, and obligations of a Stockholder under the Merger Agreement as if the undersigned were a direct party to the Merger Agreement (including, without limitation, Section 2.08 (Effect of Merger on Capital Stock); Section 2.11 (Surrender and Payment); Section 2.15 (Withholding Rights); Section 2.17 (Closing Merger Consideration and Closing Share Payment Adjustment); Section 2.19 (Earn-Out; Forfeiture); Section 2.20 (Parent Shares); Section 5.04 (No Solicitation of Other Bids); Article VIII (Conditions to Closing); Article IX (Indemnification), Article X (Termination) and Article XI (Miscellaneous).

In addition to any indemnification obligations under the Merger Agreement, but subject to the terms and conditions thereof (including, without limitation, the limitations contained in Article IX thereof), the undersigned further acknowledges and agrees that the undersigned shall indemnify and hold harmless the Parent Indemnitees from Losses arising from or relating to (a) any inaccuracy in or breach of any of the representations or warranties of the undersigned contained in this Letter of Transmittal or any document to be delivered by the undersigned under the Merger Agreement and (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the undersigned pursuant to this Letter of Transmittal, the Merger Agreement or any document to be delivered thereunder.

Release

By signing this Letter of Transmittal, for and in consideration of the amounts payable to the undersigned Stockholder under the Merger Agreement, the undersigned, on behalf of itself and its immediate family members, heirs, Affiliates, beneficiaries, 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 Closing Share Payment payable at Closing), hereby releases, acquits and forever discharges Merger Sub, Parent, the Company, 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 Company, the other Company Entities, or the Company Stock (“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 Stockholder 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 Company (whether in the form of salary, deferred compensation, commissions, bonuses, severance pay, or any other form of compensation, other than any amount that is included in the Closing Working Capital of the Company) 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 except for any accrued and unpaid salaries, wages and benefits owing to the undersigned, if an employee of the Company or any subsidiary of the Company, no further sums or benefits are due to the undersigned from the Company, arising from his/her/its affiliation with the Company 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.

Stockholder Representative

By signing this Letter of Transmittal, the undersigned for itself, himself or herself and for its, his or her successors and assigns, hereby irrevocably acknowledges and accepts the appointment of the Stockholder Representative and all of the provisions relating thereto as set forth in Section 11.01 of the Merger Agreement, and agrees to be bound by and to comply with the terms and conditions applicable to the undersigned in the undersigned’s capacity as a Stockholder in Section 11.01 of the Merger Agreement, including without limitation the indemnification provisions in favor of the Stockholder Representative.

Waiver of Appraisal and Dissenters’ Rights

By delivery of this Letter of Transmittal, and without limiting any other prior consent, approval or waiver by the undersigned, the undersigned hereby irrevocably and unconditionally (a) consents to, and approves, the Merger Agreement and the transactions contemplated thereby, including the Merger; and (b) FOREVER WAIVES ANY AND ALL NOTICE REQUIREMENTS, APPRAISER’S, DISSENTER’S AND SIMILAR RIGHTS UNDER NRS 92A.300 THROUGH NRS 92A.500 ARISING FROM OR IN CONNECTION WITH THE MERGER (INCLUDING THOSE RIGHTS PURSUANT TO NRS 92A.380 AND ANY OTHER APPLICABLE LAW).

Confidentiality; Use of Information

By signing this Letter of Transmittal, the undersigned hereby irrevocably and unconditionally: (a) agrees to keep confidential any and all information related to the Company, Parent, or the Merger 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; (b) consents to the disclosure of certain information regarding them and the transactions contemplated by the Merger Agreement to the Exchange, the Canadian

Securities Regulators and the SEC, including as required to be included in applicable Exchange issuance forms and as required by applicable Securities Laws, including pursuant to the filing of an exempt distribution report, and as may be required by the Securities Laws in any filing with the SEC, the Exchange, the Canadian Securities Regulators or other applicable securities regulators; and (c) consents to the collection, use and disclosure of their information by the Exchange, the SEC, the Canadian Securities Regulators or other applicable securities regulators or as otherwise identified by the Exchange, the SEC, the Canadian Securities Regulators or other applicable securities regulators, from time to time.

Consent of Spouse

If the undersigned is (a) an individual, (b) married and (c) either the undersigned or the undersigned’s spouse is a resident of Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington, Wisconsin, or the Commonwealth of Puerto Rico, the undersigned’s spouse is required to execute and return a Consent of Spouse.

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 Merger. 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.

Public Announcement

For so long as the Merger Agreement is in effect, unless otherwise required by applicable Law (based upon the reasonable advice of counsel) or otherwise permitted by the Merger Agreement, the undersigned shall not make any public announcements in respect of the Merger Agreement or the transactions contemplated thereby without the prior written consent of the Parent and the Company.

Binding Effect

This Letter of Transmittal and the authority herein conferred shall be binding upon the heirs, legal representatives, beneficiaries, 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.

INSTRUCTIONS

A Stockholder will not receive the portion of its Pro Rata Share of the Closing Share Payment (or, if applicable, any additional portion of the Total Merger Consideration including the Adjusted Closing Share Payment and the Earn-Out Shares, if any) to which such Stockholder is entitled until any documents that Merger Sub 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.

1.Guarantee of Signatures. A signature guarantee in this Letter of Transmittal is NOT required unless this Letter of Transmittal is signed by the registered holder of the Securities and such holder has directed payment to an account in the name of an individual or entity other than the registered holder.

2.Incomplete Documentation. If Merger Sub or Parent reasonably determines that any Letter of Transmittal has not been properly completed or executed, or that a Security Document is not in proper form for surrender, or if any other irregularity in connection with the surrender exists, either of them, acting reasonably, shall be entitled to reject such Security Document(s). Stockholders entitled to payment shall be contacted directly by Merger Sub or Parent and requested to provide any missing or incomplete information. If there are any discrepancies between (a) the number of Securities that any Letter of Transmittal, Security Document or other supporting document may indicate are owned by a Stockholder and (b) the number of Securities that the list of Stockholders provided by the Company to Merger Sub or Parent (“Stockholders List”) indicates such holder owns of record, Merger Sub and Parent shall consult with the Company for instructions as to the number of Securities, if any, it is authorized to accept for payment, and shall, except as thereafter directed in writing by the Company, continue to hold any Security Documents and other documents surrendered in connection therewith. If any certificates in respect of the Securities shall have been lost, stolen or destroyed, the undersigned shall be required to submit an affidavit of that fact and, if required by Parent, post a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such certificate.

3.Endorsements. If any Securities are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If this Letter of Transmittal is signed by or on behalf of a Person other than the registered holder(s) of the Securities listed in the Stockholders List, this Letter of Transmittal must be accompanied by appropriate assignment documentation provided in all cases, signed exactly as the name(s) of the registered holder(s) as it appear(s) on the Company’s books and records. In case this Letter of Transmittal is executed by an attorney, executor, administrator, guardian or other fiduciary, or by an officer of a corporation, the person executing this Letter of Transmittal must give his or her full title in such capacity and appropriate evidence of authority in such capacity must be forwarded with this Letter of Transmittal and applicable Security Documents. If any surrendered Securities are registered in different names

(▇.▇. ▇▇▇▇ ▇▇▇, ▇.▇. ▇▇▇), it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations.

4.Transfer Taxes. In the event that any transfer taxes become payable by reason of the payment of the applicable portion of the Closing Share Payment (or, if applicable, any additional Total Merger Consideration) in any name other than that of the registered holder, such transferee or assignee must pay such transfer taxes or establish that such taxes have been paid or are not applicable. Merger Sub and Parent will have no responsibility with respect to any such transfer taxes and shall only be liable for its portion of transfer Tax pursuant to the Merger Agreement.

5.IRS Form W-9 and W-8. Under U.S. federal income tax law, if you are a U.S. Person (as defined below) you generally must report and certify your correct taxpayer identification number (“TIN”) and further certify that you are not subject to backup withholding on IRS Form W-9. This Letter of Transmittal includes an IRS Form W-9, which, if you are a U.S. Person, you should complete and return with this Letter of Transmittal. If you are a U.S. Person, the failure to provide the information requested on the IRS Form W-9 could result in certain penalties as well as backup withholding on certain payments due to you. If you have been notified by the IRS that you are subject to backup withholding and the IRS has not subsequently notified you that backup withholding has terminated, you must strike out the language in clause (2) of Part II on the IRS Form W-9. Stockholders who are not U.S. Persons should complete an appropriate IRS Form W-8, which can be found on the IRS website (▇▇▇.▇▇▇.▇▇▇), to avoid backup withholding. For further information concerning backup withholding and FATCA withholding and instructions for completing the IRS Form W-9, see Important Tax Information below.

6.Information and Additional Copies. For additional information regarding this Letter of Transmittal or the Merger, or to obtain additional copies of this Letter of Transmittal, please contact the Company or the Exchange Agent at the contact information above.

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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 Closing Share Payment is required to provide the Exchange Agent (as the payor) 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 the Exchange Agent 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 the Exchange Agent 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 W­8 for this purpose.

If backup withholding applies, the Exchange Agent will be required to withhold backup withholding tax (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 following the Effective Time of the Merger is treated as imputed interest, such holder may be subject to a 30% withholding tax on such imputed interest payments under the Foreign Account Tax Compliance Act (“FATCA”) if such holder is a non-U.S. Person unless such holder submits to the Exchange Agent a properly completed applicable IRS Form W-8 documenting their FATCA-compliant status.

Purpose of IRS Forms. To prevent backup withholding and FATCA withholding, as applicable, on certain payments (including any imputed interest payments) that are made to

a holder with respect to the Securities, the holder is required to provide the Exchange Agent 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. The holder is required to give the Exchange Agent 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, the Exchange 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 CONFIRMATION

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​ ​ 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.

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​ ​ 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.

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

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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 (Printed):

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CONSENT
OF
SPOUSE

​ ​​ ​​ ​​ ​​ ​​

(Spouse’s Name)

I,​ ​, of the County of ​ ​, State of ​ ​, spouse of ​ ​, an equityholder [●], under that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 18, 2024, by and among (i) Vireo DR Merger Sub Inc., a Nevada corporation, (ii) Vireo Growth Inc., a British Columbia corporation (“Parent”), (iii) Deep Roots Holdings, Inc. (the “Company”), and (iv) Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the agent, proxy, representative and attorney-in-fact of the Stockholders (the “Stockholder Representative”), hereby consent to the transactions contemplated by the Total Merger Agreement, including, without limitation, the conversion of all of the equity securities of the Company (the “Securities”) held by my spouse in exchange for the right to receive the consideration contemplated by the Merger Agreement. I hereby waive and relinquish all right, claim and interest, however arising, that I may have in the Securities, including without limitation those arising under any laws governing community property and marital and non-marital property ownership and disposition thereof or otherwise, or otherwise with respect to the Company. I agree that I will take no action at any time to challenge the validity of the Merger Agreement or the conversion of the Securities pursuant to the Merger Agreement. I hereby consent and agree to be bound by the terms of the Merger Agreement applicable to the equityholders of the Company.

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Spouse’s SignatureDate

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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 inventory valuation methodology. Net 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 Company’s treatment, on a consolidated basis, of biological assets prior to 2023 was in accordance with IFRS and the Company booked biological assets as a debit and unrealized gain on such assets as a credit in the general ledger and trial balances. This practice was retroactively adjusted for 2022 and omitted in 2023 in accordance with GAAP to book biological assets as a credit, and unrealized gain on such assets and related retained earnings as a debit in the general ledger and trial balances.

The Company’s treatment, on a consolidated basis, of leases prior to 2023 conformed to IFRS and did not conform to GAAP. This practice will be adjusted to conform to GAAP for 2023 and 2024.

The Company’s treatment, on a consolidated basis, of startup costs has been to amortize them, but GAAP has required audit adjustments to the entries as portions of startup costs are expensed as incurred, but will not require book adjustments and will be adjusted in the audited financial statements.

The Company’s filing of amended federal income tax returns for 2020 through 2022, in reliance on a tax opinion as to the inapplicability of 280E, and the corresponding position in the filing of the

2023 tax return and 2024 tax returns, and the receipt of related refunds, requires the Company to record an uncertain tax positions for certain years, tax receivables and deferred tax assets.

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Exhibit I

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

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SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
DEEP ROOTS HOLDINGS, INC.

ARTICLE 1

The name of the corporation shall be Deep Roots Holdings, Inc. (the “Corporation”).

ARTICLE 2

The Corporation is not a close corporation operating with a board of directors pursuant to Chapter 78A of the Nevada Revised Statutes.

ARTICLE 3

The governing board of the Corporation shall be styled as a Board of Directors (the “Board of Directors”). The number of members of the Board of Directors (the “Directors”), may be increased or decreased from time to time as shall be provided in the Bylaws.

ARTICLE 4

The Corporation is a Nevada domestic corporation incorporated pursuant to Chapter 78 of the Nevada Revised Statutes.

ARTICLE 5

The Corporation is not organized as a “benefit corporation” as defined in Chapter 78B of the Nevada Revised Statutes.

ARTICLE 6

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 Nevada.

ARTICLE 7

The Corporation is authorized to issue one (1) class of capital stock designated, “Common Stock”. The number of shares of Common Stock this Corporation is authorized to issue is One Thousand (1,000), each having a par value of One-Tenth of One Cent ($0.001).

ARTICLE 8

To the fullest extent permitted by applicable law, a Legacy Director (as defined below) of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If Chapter 78 of the Nevada Revised Statutes or any other law of the State of Nevada is amended after approval by the stockholders of this Article 8 to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a Legacy Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the law of the State of Nevada as so amended.

Any repeal or modification of the foregoing provisions of this Article 8 by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification. Further, and notwithstanding anything to the contrary herein, the provisions of this Article 8 shall apply only to a director of the Corporation (a “Legacy Director”) or other person specified in this Article 8  solely with respect to acts or omissions of such person occurring prior to the date these Articles are filed by or with the Nevada Secretary of State (the “Effective Time”).

Subject to the foregoing sentence, the following indemnification provisions shall apply to the persons enumerated below.

A.RIGHT TO INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative, legislative or investigative solely to the extent relating to periods prior to the Effective Time (a “Proceeding”), by reason of the fact that such person is or was a Legacy Director or officer of the Corporation prior to the Effective Time or, while a Legacy Director or officer of the Corporation or its affiliates, and/or in another capacity, was serving prior to the Effective Time at the request of the Corporation as a director, officer, employee or agent of or in any other capacity for another Corporation or of a partnership, joint venture, limited liability company, trust, enterprise or nonprofit entity (such persons, an “Indemnified Person”), including service with respect to employee benefit plans, except an action, suit or proceeding by or in the right of the Corporation, on an after tax basis from and against all liability and loss and expenses (including attorneys’ fees and expenses) reasonably incurred or suffered by such Indemnified Person in such Proceeding, if such Indemnified Person acted in good faith and in a manner which the Indemnified Person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnified Person’s conduct was unlawful. The Corporation shall not indemnify and hold harmless any such Indemnified Person if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnified Person is seeking indemnification pursuant to this Section, the Indemnified Person’s acts or omissions were in bad faith or involved intentional misconduct, fraud or a knowing violation of law (other than a violation of any U.S. federal laws, civil, criminal, tax 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, collectively “Federal Cannabis Laws”)).

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B.PREPAYMENT OF EXPENSES OF DIRECTORS AND OFFICERS. The Corporation shall pay the expenses (including attorneys’ fees and expenses) incurred and suffered by an Indemnified Person in defending any Proceeding as such expenses are incurred and in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be

ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article 8 or otherwise.

▇.▇▇▇▇▇▇ BY DIRECTORS AND OFFICERS. If a claim for indemnification or advancement of expenses under this Article 8 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Corporation, the Indemnified Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Corporation shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

D.INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Corporation may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding, solely to the extent such Proceeding relates to periods prior to the Effective Time, by reason of the fact that such person is or was an employee or agent of the Corporation or its affiliates prior to the Effective Time, and/or in another capacity or, while an employee or agent of the Corporation prior to the Effective Time, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, in each case, prior to the Effective Time, on an after tax basis from and against all liability and loss suffered and expenses (including attorney’s fees and expenses) reasonably incurred by such person as such expenses are incurred in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-director or officer employees or agents shall be made in such manner as is determined by the Board of Directors in its sole discretion.

E.ADVANCEMENT OF EXPENSES OF EMPLOYEES AND AGENTS. The Corporation may pay the expenses (including attorney’s fees and expenses) incurred by an eligible employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Board of Directors in its sole discretion.

F.NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by this Article 8 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, any other provision of the Articles, Bylaws, by vote of stockholders or disinterested directors, under any other understanding or agreement or otherwise.

G.OTHER INDEMNIFICATION. The Corporation’s obligation, if any, to indemnify any eligible person who was or is serving at its request as a director, officer or employee of another corporation, partnership, limited liability company, joint venture, trust, organization or other enterprise, in each case, prior to the Effective Time, shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, limited liability company, joint venture, trust, organization or other enterprise.

▇.▇▇▇▇▇▇▇▇▇. The Board of Directors may, to the full extent permitted by applicable law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain at the Corporation’s expense insurance:

▇.▇▇ indemnify the Corporation for any obligation which it incurs as a result of the indemnification of directors, officers and employees under the provisions of this Article 8; and

▇.▇▇ indemnify or insure directors, officers and employees against liability in instances in which they may not otherwise be indemnified by the Corporation under the provisions of this Article 8.

I.LIABILITY OF INDEMNIFIED PERSON.

1.Notwithstanding anything to the contrary set forth in these Articles, to the extent and in the manner permitted by law, no Indemnified Person shall be liable to the Corporation, the stockholders of the Corporation or any other Persons who have acquired interests in stock of the Corporation, for any losses, claims, damages, liabilities joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising as a result of any act or omission of the Indemnified Person prior to the Effective Time, or for any breach of contract or any breach of duties (including breach of fiduciary duties) prior to the Effective Time, whether arising hereunder, at law, in equity or otherwise, unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnified Person’s acts or omissions prior to the Effective Time were in bad faith or involved fraud, intentional misconduct or a knowing violation of law (other than Federal Cannabis Laws). The Corporation, the stockholders of the Corporation and any other Person who acquires an interest in a share of stock of the Corporation, each on their own behalf of the Corporation, waives, to the fullest extent permitted by law, any and all rights to seek punitive damages or damages based upon any federal, state or other income (or similar) taxes paid or payable by any such stockholder or other Person.

▇.▇▇ the extent that prior to the Effective Time, at law or in equity, an Indemnified Person had duties (including fiduciary duties) and liabilities relating thereto to the Corporation, the stockholders of the Corporation or any Person who acquires an interest in a share of stock of the Corporation, any Indemnified Person acting in connection with the Corporation’s business or affairs shall not be liable, to the fullest extent permitted by law, to the Corporation, to any stockholder of the Corporation or to any Person who acquires an interest in a share of stock of the Corporation for such Indemnified Person’s reliance on the provisions of these Articles.

3.A Legacy Director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty prior to the Effective Time as a director, except to the extent such exemption from liability or limitation thereof is not permitted under Nevada law. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

▇.▇▇ the fullest extent permitted by law, (a) any Indemnified Person may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, and (b) any Indemnified Person may consult with legal counsel, accountants, appraisers, investment bankers and other consultants and advisers selected by it, and, to the fullest extent

permitted by law, any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such Persons as to matters that such Indemnified Person believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

J.AMENDMENT OR REPEAL. Any repeal or modification of the foregoing provisions of this Article 8 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s heirs, executors and administrators.

ARTICLE 9

If any provision or provisions of the Articles shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision or provisions in any other circumstance and of the remaining provisions of the Articles (including, without limitation, each portion of any paragraph of the Articles containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision or provisions to other persons, entities and circumstances shall not in any way be affected or impaired thereby.

ARTICLE 10

The headings contained in these Articles are for reference purposes only and shall not affect in any way the meaning or interpretation of these Articles.

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The undersigned [●] of this Corporation certifies that the foregoing text correctly sets forth the text of the Articles of Incorporation of this Corporation as amended and restated to the date of this Certificate.

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Name: [●]
Title: [●]

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Exhibit J
Payoff Indebtedness

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None.

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Exhibit K

Specific Accounting Principles

With respect to the calculation of Closing Working Capital, t he parties shall follow the reference example set forth below.

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Exhibit L

Forfeiture Amount Worksheet

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