Execution Version

[CERTAIN INFORMATION, IDENTIFIED BY, AND REPLACED WITH, A MARK OF “[***]” HAS

BEEN EXCLUDED FROM THIS DOCUMENT BECAUSE IT IS BOTH (I) NOT MATERIAL AND

(II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.]

AMENDMENT NO. 2 TO LOAN AGREEMENT

This AMENDMENT NO. 2 TO LOAN AGREEMENT, dated July 7, 2025 (this “Second Amendment”), is made by and among TerrAscend Corp., an Ontario corporation (“Parent”), as Guarantor, each Subsidiary of Parent identified on the signature pages hereto as “BORROWERS” (collectively, the “Borrowers”, and together with Parent, the “Loan Parties”), each of the Lenders party hereto, and FG Agency Lending LLC, as administrative agent for the Lenders (in such capacity, the “Agent”).

RECITALS:

WHEREAS, reference is hereby made to the Loan Agreement, dated as of August 1, 2024 and amended by Amendment No. 1 to Loan Agreement, dated as of September 30, 2024 and otherwise modified prior to the date hereof (the “Existing Loan Agreement” and, as amended by this Second Amendment, the “Amended Loan Agreement”), by and among the Guarantor, the Borrowers, the Lenders from time to time party thereto, and the Agent. Capitalized terms used but not defined herein have the meaning provided in the Amended Loan Agreement;

WHEREAS, the Borrowers have requested an incremental term loan in the face amount of $79,000,000, and certain of the Lenders together with the Additional Lender referred to as such on the signature pages hereto (the “Additional Lender”, and together with such other Lenders, the “2025 Incremental Term Loan Lenders”) have agreed to provide such incremental term loan, as to each 2025 Incremental Term Loan Lender in the amount set forth opposite such Lender’s name on Schedule 1.1(a) to the Amended Loan Agreement, subject to the terms and conditions set forth herein;

WHEREAS, the Additional lender wishes to be added as a Lender under the Amended Loan Agreement;

WHEREAS, concurrently with the effectiveness hereof, certain Subsidiaries of Parent shall become Borrowers under the Amended Loan Agreement and the other Loan Documents; and

WHEREAS, the Loan Parties have requested and the Lenders are prepared to amend certain of the terms and provisions of the Existing Loan Agreement subject to the conditions and in reliance on the representations set forth herein.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Loan Agreement Amendment. Subject to the conditions set forth herein and in reliance on the representations and warranties set forth herein, as of the Second Amendment Effective Date:

(a)

The Existing Loan Agreement (including the exhibits thereto) is hereby amended as set forth in Annex A attached hereto such that all of the newly inserted double underlined text (indicated textually in the same manner as the following example: double-underlined text) and any formatting changes attached hereto shall be deemed to be inserted and all stricken text (indicated textually in the same manner as the following example: stricken text) shall be deemed

to be deleted therefrom.

(b)

The Schedules to the Existing Loan Agreement are amended and restated in the form of Annex B hereto.

SECTION 2. Lender Joinder to the Loan Agreement.

(a)

The Additional Lender agrees to become a Lender and to be bound by the terms of the Amended Loan Agreement and the other Loan Documents as a Lender.

(b)

The Additional Lender: (i) confirms that it has received copies of the Loan Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor, or any other Lender, based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (iii) appoints and authorizes the Agent to take such action as the Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof including, without limitation, pursuant to Article XII thereof, together with such powers as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (v) has delivered to the Agent the forms prescribed by the Internal Revenue Service of the United States certifying as to the Additional Lender’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Additional Lender under the Loan Agreement or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty.

(c)

As of the Second Amendment Effective Date, the Additional Lender shall be a party to the Loan Agreement and, to the extent of its Applicable Percentage (Incremental) under the Amended Loan Agreement, have the rights and obligations of a Lender thereunder and under the other Loan Documents.

SECTION 3. Costs and Expenses. To the extent required under (and subject to the terms of) Section

11.5 of the Amended Loan Agreement, the Borrowers shall reimburse the Agent and the Lenders for all reasonable and documented legal fees and other reasonable out-of-pocket expenses incurred in connection with this Second Amendment and the transactions contemplated hereby.Effective Date. This Second Amendment shall become effective (the “Second Amendment Effective Date”) upon receipt by the Agent of counterparts hereto duly executed by the Loan Parties, the Lenders constituting the 2025 Incremental Term Loan Lenders and the Required Lenders, and the Agent.

SECTION 5. Representations and Warranties. Each Loan Party represents and warrants to the Agent and the Lenders on the date hereof that:

(a)

the execution, delivery and performance of this Second Amendment is within its corporate or other organizational powers and has been duly authorized by all necessary corporate or other organizational action of it;

(b)

this Second Amendment has been duly executed and delivered by it and is a legal, valid and binding obligation of it, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and to general principles of equity and principles of good faith and dealing; and

(c)

the representations and warranties of the Loan Parties contained herein or in the

other Loan Documents, after giving effect to this Second Amendment, are true and correct in all material respects (or in all respects if any such representation or warranty is already qualified by materiality, Material Adverse Effect or similar language) on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier date, in which event such representations and warranties are true and correct in all material respects (or in all respects if any such representation or warranty is already qualified by materiality, Material Adverse Effect or similar language) as of such earlier date.

SECTION 6. Reaffirmation. Each Borrower consents to the amendment of the Existing Loan Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Second Amendment, each Loan Document to which such Borrower is a party is, and the obligations of such Borrower contained in the Amended Loan Agreement, this Second Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case, as amended by this Second Amendment. For greater certainty and without limiting the foregoing, each Borrower hereby confirms the existing security interests granted in favor of the Agent for the benefit of, among others, the Lenders pursuant to the Loan Documents in the Collateral described therein, which security interests shall continue in full force and effect after giving effect to this Second Amendment to secure the Obligations as and to the extent provided in the Loan Documents.

SECTION 7. Amendment, Modification and Waiver. This Second Amendment may not be amended, modified or waived except as permitted by Section 11.2 of the Amended Loan Agreement.

SECTION 8. Entire Agreement. This Second Amendment and the other Loan Documents constitute the entire agreement among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. On and after the Second Amendment Effective Date, each reference in the Loan Documents to “the Loan Agreement,” “thereunder,” “thereof” or words of like import referring to the Loan Agreement, shall mean a reference to the Amended Loan Agreement.

SECTION 9. Miscellaneous. Section 11.11 (Submission to Jurisdiction; Waivers), Section 11.12 (Severability), Section 11.13 (Governing Law), Section 11.14 (Waiver of Defense of Illegality) and Section

11.15 (Execution in Counterparts; Electronic Signatures) of the Loan Agreement are incorporated herein by reference, mutatis mutandis.

SECTION 10. Loan Document; No Novation. On and after the Second Amendment Effective Date, this Second Amendment shall constitute a “Loan Document” for all purposes of the Amended Loan Agreement and the other Loan Documents (it being understood that for the avoidance of doubt this Second Amendment may be amended or waived solely by the parties hereto as set forth in Section 7 above). This Second Amendment shall not constitute a novation of the Existing Loan Agreement or any of the Loan Documents.

SECTION 11. Lender Direction. Each Lender party hereto, constituting the Required Lenders and the 2025 Incremental Term Loan Lenders, by their execution hereof, hereby authorizes and directs the Agent to execute and deliver this Second Amendment on the date hereof.

[Signature pages to follow]

IN WITNESS WHEREOF, each of the undersigned has caused this amendment to be duly executed by their respective authorized officers as of the day and year first above written.

GUARANTOR: TERRASCEND CORP.

By: /s/

Name: [***]

Title: [***]

BORROWERS:

[***]

By: /s/

Name: [***]

Title: [***]

[***]

By: /s/

Name: [***]

Title: [***]

[***]

By: /s/

Name: [***]

Title: [***]

IN WITNESS WHEREOF, each of the undersigned has caused this amendment to be duly executed by their respective authorized officers as of the day and year first above written.

AGENT:

FG AGENCY LENDING LLC

By: /s/

Name: [***]

Title: [***]

IN WITNESS WHEREOF, each of the undersigned has caused this amendment to be duly executed by their respective authorized officers as of the day and year first above written.

LENDERS:

[***]

By: [***]

By: /s/

Name: [***]

Title: [***]

IN WITNESS WHEREOF, each of the undersigned has caused this amendment to be duly executed by their respective authorized officers as of the day and year first above written.

LENDERS:

[***]

By: [***]

By: /s/

Name: [***]

Title: [***]

IN WITNESS WHEREOF, each of the undersigned has caused this amendment to be duly executed by their respective authorized officers as of the day and year first above written.

LENDERS:

[***]

By: /s/

Name: [***]

Title: [***]

IN WITNESS WHEREOF, each of the undersigned has caused this amendment to be duly executed by their respective authorized officers as of the day and year first above written.

LENDERS:

[***]

By: /s/

Name: [***]

Title: [***]

IN WITNESS WHEREOF, each of the undersigned has caused this amendment to be duly executed by their respective authorized officers as of the day and year first above written.

LENDERS:

[***]

By: /s/

Name: [***]

Title: [***]

IN WITNESS WHEREOF, each of the undersigned has caused this amendment to be duly executed by their respective authorized officers as of the day and year first above written.

LENDERS:

[***]

By: /s/

Name: [***]

Title: [***]

IN WITNESS WHEREOF, each of the undersigned has caused this amendment to be duly executed by their respective authorized officers as of the day and year first above written.

LENDERS:

[***]

By: [***]

By: /s/

Name: [***]

Title: [***]

Annex A

Amended Loan Agreement [See attached.]

Conformed through Amendment No. 12 dated September 30July 7, 20242025

LOAN AGREEMENT

by and among TERRASCEND USA, INC.,

as Borrower and Borrower Representative,

the Subsidiaries and Affiliates of the Borrower Representative from time to time party hereto, as Borrowers,

TERRASCEND CORP., as ParentGuarantor, TERRASCEND USA, INC., as US Parent,

as Guarantors,

FG AGENCY LENDING LLC, as the Agent and

each of the Lenders from time to time party hereto Dated as of August 1, 2024

TABLE OF CONTENTS

Section Page

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 1

SECTION 1.1 Certain Defined Terms 1

SECTION 1.2 Terms Generally 3340

SECTION 1.3 Computation of Time Periods 3440

SECTION 1.4 Accounting Terms 3440

ARTICLE II. AMOUNTS AND TERMS OF THE TERM LOANS 3441

SECTION 2.1 The Term Loans 3441

SECTION 2.2 Origination Discount 3743

SECTION 2.3 Interest 3743

ARTICLE III. PAYMENTS, PREPAYMENTS, TAXES 3744

SECTION 3.1 Payments and Computations 3744

SECTION3.2 Prepayments 3845

SECTION 3.3 Taxes 3946

SECTION 3.4 Joint and Several Obligations 4249

ARTICLE IV. SECURITY 4451

SECTION 4.1 Grant of Security Interest 4451

SECTION 4.2 Delivery of Additional Documentation Required 4551

SECTION 4.3 Release of Security Interest 4552

ARTICLE V. CONDITIONS OF LENDING 4552

SECTION 5.1 Conditions Precedent to the Initial Term Loan 4552

SECTION 5.2 Conditions Precedent to the Delayed Term Loan 4753

SECTION 5.3 Conditions Precedent to the 2025 Incremental Term Loan 56

SECTION 5.4 Conditions Precedent to the Specified Acquisition Delayed

Term Loan 58

ARTICLE VI. REPRESENTATIONS AND WARRANTIES 5061

SECTION 6.1 Existence 5062

SECTION 6.2 Power and Authorization 5062

SECTION 6.3 Binding Obligations 5062

SECTION 6.4 Financial Statements; No Material Adverse Effect 5062

SECTION 6.5 Intellectual Property 5162

SECTION 6.6 Properties 5263

SECTION 6.7 Equity Interests and Subsidiaries 5264

SECTION 6.8 Investment Company Act 5365

SECTION 6.9 No Material Misstatements 5365

SECTION 6.10 Labor Matters 5365

SECTION 6.11 ERISA 5466

SECTION 6.12 Environmental Matters 5566

SECTION 6.13 Insurance 5567

SECTION 6.14 Security Documents 5567

SECTION 6.15 PATRIOT Act, etc 5567

SECTION 6.16 Anti-Money Laundering Laws 5668

SECTION 6.17 Anti-Corruption Laws and Sanctions 5768

SECTION 6.18 Reserved 5769

SECTION 6.19 Taxes; Governmental Charges 5769

SECTION 6.20 Compliance with Law 5769

SECTION 6.21 Absence of Financing Statements 5769

SECTION 6.22 Litigation 5769

SECTION 6.23 Solvency 5769

SECTION 6.24 Material Contracts 5869

SECTION 6.25 No Default or Event of Default 5870

SECTION 6.26 No Conflicts 5870

SECTION 6.27 Reserved 5870

SECTION 6.28 Bank Accounts 5870

ARTICLE VII. AFFIRMATIVE COVENANTS 5870

SECTION 7.1 Compliance 5970

SECTION 7.2 Reporting and Notice Requirements 5971

SECTION 7.3 Use of Proceeds 6375

SECTION 7.4 Taxes and Liens 6375

SECTION 7.5 Maintenance of Property and Licenses 6375

SECTION 7.6 Right of Inspection 6476

SECTION 7.7 Insurance 6476

SECTION 7.8 Maintenance of Office 6577

SECTION 7.9 Existence 6577

SECTION 7.10 Deposit Account Control Agreements 6577

SECTION 7.11 Landlord Waivers; Collateral Access Agreements 6577

SECTION 7.12 Additional Borrowers, Guarantors and Collateral Security 6578 SECTION 7.13 Anti-Corruption Laws and Anti-Money Laundering Laws 6678 SECTION 7.14 Lender Meetings 6679

SECTION 7.15 Lien Releases 6779

SECTION 7.16 Sales-Tracking Software 6779

SECTION 7.17 Further Assurances 6779

SECTION 7.18 Post-Closing Obligations 6779

SECTION 7.19 Securities Laws Matters 6779

ARTICLE VIII. NEGATIVE COVENANTS 6780

SECTION 8.1 Restrictive Agreements, Etc. 6780

SECTION 8.2 Restrictions on Debt 6880

SECTION 8.3 Restrictions on Liens 7082

SECTION 8.4 Mergers and Acquisitions 7385

SECTION 8.5 Related Party Transactions 7385

SECTION 8.6 Restricted Payments 7385

SECTION 8.7 Restricted Investments 7486

SECTION 8.8 Dispositions 7688

SECTION 8.9 [Reserved.]Additional Restrictions on Permitted

Acquisition Subsidiaries 7688

SECTION 8.10 Changes in Organizational Documents 7688

SECTION 8.11 Financing Transactions 7688

SECTION 8.12 Sale and Leaseback Transactions 7688

SECTION 8.13 Change in Nature of Business 7688

SECTION 8.14 Modifications of Debt and Certain Other Agreements; Etc 7688

SECTION 8.15 Limitations on Negative Pledges 7789

SECTION 8.16 Restrictions on Guarantors and Non-Loan Parties 77 90

Parent and U.S. Parent

SECTION 8.17 Restrictions on Pelorus Borrowers78[Reserved]. 90

SECTION 8.18 Minimum Liquidity 7890

SECTION 8.19 Right of [***] 78

ARTICLE IX. EVENTS OF DEFAULT 7990

SECTION 9.1 Events of Default 7990 SECTION 9.2 Remedies 8293

ARTICLE X. THE BORROWER REPRESENTATIVE. 8293

SECTION 10.1 Appointment; Nature of Relationship 8293 SECTION 10.2 Powers 8394

SECTION 10.3 Employment of Agents 8394

SECTION 10.4 Notices 8394

SECTION 10.5 Successor Borrower Representative 8394

SECTION 10.6 Execution of Loan Documents 8394

ARTICLE XI. MISCELLANEOUS 8394

SECTION 11.1 Survival of Representations and Warranties 8394

SECTION 11.2 Amendments, Etc 8494

SECTION 11.3 Notices, Etc 8596

SECTION 11.4 No Waiver; Remedies 8697

SECTION 11.5 Costs and Expenses 8697

SECTION 11.6 Indemnification 8698

SECTION 11.7 Right of Set-off 8899

SECTION 11.8 Binding Effect 8899

SECTION 11.9 Assignments and Participations 8899

SECTION 11.10 Limitation on Agreements 90101

SECTION 11.11 SUBMISSION TO JURISDICTION; WAIVERS 91102

SECTION 11.12 Severability 92103

SECTION 11.13 Governing Law 92103

SECTION 11.14 WAIVER OF DEFENSE OF ILLEGALITY 92103

SECTION 11.15 Execution in Counterparts; Electronic Signatures 92104

SECTION 11.16 Confidentiality 93104

ARTICLE XII. RIGHTS AND DUTIES OF AGENT. 94105

SECTION 12.1 Appointment and Authority 94105

SECTION 12.2 Agent 94105

SECTION 12.3 Rights as a Lender 94106

SECTION 12.4 Loan Information 95106

SECTION 12.5 Enforcement of Loan 95107

SECTION 12.6 Nature of Duties of the Agent 96108

SECTION 12.7 Standard of Care 97108

SECTION 12.8 Indemnification of the Agent by Lenders 97109

SECTION 12.9 Erroneous Payments 98109

SECTION 12.10 Merger or Consolidation 100112

SECTION 12.11 Delegation of Duties 101112

SECTION 12.12 Resignation of Agent 101113

SECTION 12.13 Non-Reliance on Agent and Other Lenders 102113

SECTION 12.14 Agent May File Proofs of Claim 102114

SECTION 12.15 Appointment of Collateral Agent .103115

SECTION 12.16 Force Majeure 103115

ARTICLE XIII. GUARANTY. 103115

SECTION 13.1 Guaranty of Obligations 103115

SECTION 13.2 Continuing Obligation 104115

SECTION 13.3 Waivers with Respect to Obligations 104116

SECTION 13.4 Agent’s Power to Waive, etc. 105117

SECTION 13.5 Information Regarding the Borrower, etc. 106118

SECTION 13.6 Certain Guarantor Representations. 106118

SECTION 13.7 Subrogation. 107119

SECTION 13.8 Subordination. 107119

SECTION 13.9 Contribution Among Guarantors. 108119

SECTION 13.10 Further Assurances. 108120

SCHEDULES AND EXHIBITS

Schedule 1.1(a) Term Loan Commitment Amount

Schedule 1.1(b) Borrowers

Schedule 1.1(c) Excluded Subsidiaries Schedule 1.1(c) Excluded Subsidiaries Schedule 1.1(d) Material Licenses

Schedule 1.1(e) Description of Specified AcquisitionAcquisitions

Schedule 5.2(f) Financing Debt

Schedule 6.5(c) Intellectual Property Claims

Schedule 6.6(c) Property

Schedule 6.7 Equity Interests and Subsidiaries Schedule 6.13 Insurance

Schedule 6.22 Litigation

Schedule 6.24 Material Contracts

Schedule 6.28 Bank Accounts

Schedule 7.18 Post-Closing Obligations Schedule 8.2 Existing Debt

Schedule 8.3 Existing Liens

Schedule 8.5 Existing Related Party Transactions Schedule 8.7 Existing Investments

Schedule 8.8 Permitted Dispositions

Exhibit A Form of Assignment and Acceptance Agreement Exhibit B Form of Joinder Agreement

Exhibit C Form of Note

Exhibit D Form of Funding Notice

Exhibit E Compliance Certificate

LOAN AGREEMENT

This Loan Agreement, dated as of August 1, 2024 (as it may be amended, modified or supplemented from time to time, this “Agreement”), is made by and among (i) TerrAscend Corp., an Ontario corporation (“Parent”) and, as Guarantor, (ii) TerrAscend USA, Inc., a Delaware corporation (“US Parent”), as Guarantors, (ii) the Subsidiaries of US Parent party to this Agreement and each other Subsidiary of Parent as of the Closing Date and listed on Schedule 1.1(b), and the other Subsidiaries of US Parent party hereto from time to time (each, individually, a “Borrower” and collectively, the “Borrowers”), (iii) each of the lenders party hereto and referenced as an “INITIAL TERM LOAN LENDER” on the signature pages heretoSchedule 1.1(a) together with their permitted successors and assignees (the “Initial Term Loan Lenders”), (iv) each of the lenders party hereto and referenced as a “DELAYED TERM LOAN LENDER” on the signature pages heretoSchedule 1.1(a) together with their permitted successors and assignees (the “Delayed Term Loan Lenders”), (v) each of the lenders party hereto and referenced as a “2025 INCREMENTAL TERM LOAN LENDER” on Schedule 1.1(a) (the “2025 Incremental Term Loan Lenders” and, together with the Initial Term Loan Lenders and the Delayed Term Loan Lenders, the “Lenders”), and (ivvi) FG Agency Lending LLC, as administrative agent for the Lenders (in such capacity, the “Agent”).

RECITALS:

WHEREAS, the Borrowers have requested, and the Lenders have agreed to make available to Borrowers, a term loanloans upon and subject to the terms and conditions set forth in this Agreement;

WHEREAS, the Borrowers desire to use the proceeds of the Term Loan to, among other things, refinance existing indebtedness of certain of the Borrowers in respect of the Refinanced Debt, Delayed Term Loan Refinanced Debt, or the Second Amendment Refinanced Debt, as applicable, for the payment of Agent’s fees and expenses and other transaction expenses incurred relating to the transactions contemplated hereunder, and for working capital and general corporate purposes;

WHEREAS, the Borrowers desire to secure all of their Obligations under the Loan Documents by granting to Agent, for the benefit of the Lenders, a security interest in and lien upon their respective Collateral; and

WHEREAS, subject to the terms hereof and the other applicable Loan Documents, each Guarantor is willing to grant to Agent, for the benefit of the Lenders, a security interest in and lien upon the Pledged Equity.

NOW THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1 Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“2025 Incremental Face Amount” means $79,000,000.

“2025 Incremental Term Loan” means the term loans advanced by the 2025 Incremental Term Loan Lenders on the Second Amendment Effective Date in an amount equal to 95% of the 2025 Incremental Face Amount.

“2025 Incremental Term Loan Commitment” means, as to each 2025 Incremental Term Loan Lender, such 2025 Incremental Term Loan Lender’s obligation to make the 2025 Incremental Term Loan on the Second Amendment Effective Date, in an amount up to, but not exceeding the amount set forth for such 2025 Incremental Term Loan Lender on Schedule 1.1(a) as such 2025 Incremental Term Loan Lender’s “2025 Incremental Term Loan Commitment Amount”.

“2025 Incremental Term Loan Lenders” has the meaning specified in the

preamble.

“Acquisition” means the acquisition (whether by means of a merger,

consolidation or otherwise) of more than fifty percent (50%) of the Equity Interests of any Person or all or substantially all of the assets of (or any division or business line of) any Person.

“Additional Incremental Amendment” shall have the meaning assigned to such term in Section 2.1(e)(i).

“Additional Incremental Cap” means $35,000,000.

“Additional Incremental Commitment” shall have the meaning assigned to such term in Section 2.1(e).

“Additional Incremental Term Loan” means any secured, first lien, term loan that may be advanced after the Second Amendment Effective Date by certain Lenders on any Increase Effective Date at the applicable Lenders’ discretion in accordance with Section 2.1(e). For the avoidance of doubt, the 2025 Incremental Term Loans shall not constitute Additional Incremental Term Loans.

“Adjusted EBITDA” means, for any period, with respect to Parent and its consolidated Subsidiaries:

(a)

the Net Income of the Parent and its consolidated Subsidiaries for such

period, plus,

(b)

without duplication and to the extent deducted in determining Net Income for such period, the sum of:

(i)

interest expense (including the cash interest component in respect

of Capital Lease Obligations),

(ii)

provision for taxes based on income,

(iii)

depreciation expense,

(iv)

amortization expense,

(v)

extraordinary, unusual or nonrecurring charges, expenses or losses,

(vi)

other non-cash charges, expenses or losses (excluding any such non-cash charge to the extent it represents an accrual or reserve for potential cash charge in any future period or amortization of a prepaid cash charge that was paid in a prior period, but including purchase accounting adjustments under ASC 805 under GAAP),

(vii)

any aggregate net non-cash loss on the Disposition of property (other than Accounts and Inventory) outside the ordinary course of business (including asset retirement costs) permitted under this Agreement (excluding any non-cash charge constituting bad-debt write-down, write-off or reserve),

(viii)

reasonable and documented out-of-pocket fees, costs and expenses incurred in connection with the transactions contemplated by this Agreement and paid within 90 days following the Closing Date to Persons that are not Affiliates of the Loan Parties or their Subsidiaries,

(ix)

agency, arrangement, underwriting, closing and similar fees payable with respect to the Loan Documents, and any transaction fees, costs and expenses incurred in connection with any amendment, waiver, consent or similar matter relating to the Loan Documents and/or otherwise required in order to comply with the Loan Documents, including legal, tax and other non-recurring professional fees, costs and expenses related thereto,

(x)

the amount of any non-recurring restructuring costs, integration costs, business optimization expenses or costs, retention, recruiting, relocation, costs related to the opening, closure or consolidation of offices and facilities, signing bonuses and expenses, and severance and related employee termination expenses (including any extraordinary, non-recurring or unusual costs, and related professional fees, costs and expenses),

(xi)

any non-cash impairment charges or asset write-offs (including in respect of goodwill) and any non-cash write-downs or write-offs with respect to revaluing assets and liabilities;

(xii)

any equity-based or non-cash expense or charge realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, orgrants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights;

(xiii)

any expenses, charges or losses that are covered by insurance, indemnification or other reimbursement provisions owing from an unaffiliated third party to the extent actually received by the Loan Parties or their Subsidiaries in cash during such period (or

reasonably expected to be so paid, indemnified or reimbursed within 180 days after the end of such period to the extent not accrued (it being understood that (A) to the extent not actually received in cash within such period, such amounts shall no longer be permitted to be added-back in calculating Adjusted EBITDA for any subsequent period and (B) any such amounts so added back in any period and actually received in cash in a subsequent period shall not also be added-back in such subsequent period)) and not otherwise included in Net Income,

(xiv)

any cash charges, expenses or losses in connection with any recall of any Inventory or other product line of the Loan Parties and their Subsidiaries (including, without limitation, any recall of any electronic cigarette, smokeless cigarette or vaping product);

(xv)

any cash or non-cash charges, expenses or losses in respect of pursuing or defending, or the settlement of, any litigation of any Loan Party or any of their Subsidiaries;

(xvi)

any losses realized from the Disposition of any fixed asset [reserved],

(xvii)

any realized or unrealized losses in respect of any foreign currency exchange in the ordinary course of business,

(xviii)

any losses realized from the write-offs of any bad Debt expense of the Loan Parties and their Subsidiaries,

(xix)

any losses realized in connection the termination of any lease and the resulting derecognition of any right-of-use assets subject to such lease,

(xx)

any realized or unrealized losses in connection with any Investments held by the Loan Parties or their Subsidiaries (excluding Investments in Subsidiaries),

(xxi)

the amount of any net losses from discontinued operations in accordance with GAAP (excluding operations in Michigan unless otherwise consented to by Agent in writing in its sole discretion),

(xxii)

any other adjustments agreed to by the Agent in its sole discretion, provided, however that the cash adjustments pursuant to clauses (x), (xiii), (xiv), (xv),

(xvi), (xvii), (xviii), (xix) (limited solely to the extent of any fees paid in cash to terminate any applicable lease), (xx) and (xxi) above may not exceed, in the aggregate, 15% of Adjusted EBITDA (without giving effect to any adjustments pursuant to such clauses) for any given period, provided, further, that any adjustments pursuant to this clause (b) shall only be included in the calculation of Adjusted EBITDA if such adjustments are also included in “Adjusted EBITDA” as reported in Parent’s public filings.

Minus

(c)

without duplication, the sum of the following amounts for such period to the extent included in the calculation of Net Income:

(i)

extraordinary, unusual or non-recurring gains,

(ii)

any other noncash gains increasing Net Income for such period (excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for potential cash charge in any prior period), and

(iii)

any gains realized from the Disposition of property (other than accounts, Inventory and fixed assets) outside of the ordinary course of business,

in each case, determined on a consolidated basis and in accordance with GAAP.

“Affiliate” means any Person which, directly or indirectly, controls or is controlled by or is under common control with another Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or by contract or otherwise.

“Agent” has the meaning specified in the preamble. “Agent Fee” has the meaning specified in the Fee Letter.

“Allocable Amount” has the meaning specified in Section 3.4(d).

“Anti-Corruption Laws” means Requirements of Law relating to anti-bribery or anti-corruption (governmental or commercial) which apply to Borrower or any of its Subsidiaries (if applicable), including Requirements of Law that prohibit the corrupt payment, offer, promise, or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any foreign government official, foreign government employee or commercial entity to obtain a business advantage; including the Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010.

“Anti-Money Laundering Laws” means any of the Requirements of Law relating to terrorism or money laundering, including Executive Order No. 13224, the PATRIOT Act, the Bank Secrecy Act, the Money Laundering Control Act of 1986 (i.e., 18 USC. §§ 1956 and 1957) and all Requirements of Law comprising or implementing these Requirements of Law.

“Applicable Minimum Liquidity” means, as of any date of determination, (a) on the Second Amendment Effective Date, Thirteen Million Dollars ($13,000,000) and (b) thereafter an amount equal the sum of (i) $13,000,000 plus (ii) the Applicable Minimum Liquidity Increase Amount as of such date minus (iii) the Applicable Minimum Liquidity Decrease Amount as of such date; provided that, in any event, the Applicable Minimum Liquidity shall never be less than Thirteen Million Dollars ($13,000,000).

“Applicable Minimum Liquidity Decrease Amount” means, as of any date of determination, an amount (rounded up to nearest one hundredth decimal point) equal to the product of (a) 0.0571428571428571 multiplied by (b) the aggregate amount of all principal payments of the Term Loans made by the Borrowers after the Second Amendment Effective Date (whether pursuant to ordinary course amortization, voluntary or mandatory prepayments, or

otherwise). Solely for illustrative purposes, if after the Second Amendment Effective Date the Borrowers have repaid $35,000,000 of the outstanding principal amount of the Term Loans, then the Applicable Minimum Liquidity Decrease Amount will be Two Million Dollars ($2,000,000).

“Applicable Minimum Liquidity Increase Amount” means, as of any date of determination, an amount (rounded up to nearest one hundredth decimal point) equal to the product of (a) 0.0571428571428571 multiplied by (b) the aggregate principal amount of all Financing Debt (including, for the avoidance of doubt, any Additional Incremental Term Loans) incurred after the Second Amendment Effective Date. Solely for illustrative purposes, if after the Second Amendment Effective Date the Loan Parties incur Financing Debt in an amount equal to the Additional Incremental Cap of $35,000,000, then the Applicable Minimum Liquidity Increase Amount will be Two Million Dollars ($2,000,000).

“Applicable Percentage” shall meanmeans, as to each Lender, the percentage of the total aggregate principal amount of Term Loans held by such Lender at such time. The Applicable Percentage of each Lender as of the Closing Date is set forth opposite the name of such Lender on Schedule 1.1(a) or in the assignment agreement pursuant to which such Lender becomes a party hereto, as applicable, in each case, subject to subsequent assignments and adjustments in accordance with the terms hereof.

“Applicable Percentage (Incremental)” means, as of any date and as to any applicable Lender, the percentage of the total aggregate principal amount of 2025 Incremental Term Loans and, if applicable, Additional Incremental Term Loans held by such Lender at such time. The Applicable Percentage (Incremental) of each Lender as of the Second Amendment Effective Date is set forth opposite the name of such Lender on Schedule 1.1(a) or in the assignment agreement pursuant to which such Lender becomes a party hereto, as applicable, in each case, subject to subsequent assignments and adjustments in accordance with the terms hereof.

“Applicable Securities Legislation” shall meanmeans all applicable securities laws of each of the Reporting Jurisdictions and the respective rules and regulations under such laws together with applicable published fee schedules, prescribed forms, policy statements, national or multilateral instruments, orders, blanket rulings and other applicable regulatory instruments of the securities regulatory authorities in any of the Reporting Jurisdictions.

“Assignment and Acceptance Agreement” means an assignment and acceptance entered into by an assigning Lender and an assignee, and accepted by Agent, in accordance with Section 11.9 hereof and substantially in the form of Exhibit A hereto or such other form acceptable to Agent.

“Authorized Officer” means, with respect to any Loan Party, any of the chief executive officer, chief financial officer, chief operating officer or the general counsel.

“Avoidance Provisions” has the meaning specified in Section 3.4(c).

“Bank Accounts” means each bank account, securities account or other depositary account of a Borrower Party.

“Bankruptcy Code” means the Bankruptcy Code of the United States, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada), and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, arrangement, receivership, insolvency, administration, reorganization, or similar debtor relief laws of the United States, Canada, or other applicable jurisdictions from time to time in effect and permitting a debtor to obtain a stay or a compromise of the claims of its creditors or affecting the rights of creditors generally, including for greater certainty any provisions of corporate statutes of like effect, where such statutes are used by a Person to propose an arrangement.

“Blocked Person” shall have the meaning assigned to such term in Section 6.16(b).

“Borrower” has the meaning specified in the preamble.

“Borrower Adjusted EBITDA” means, for any period, the amount of Adjusted EBITDA calculated in accordance with the definition thereof with the following modifications: (i) any reference to “Parent and its consolidated Subsidiaries,” “Loan Parties or their Subsidiaries,” “Loan Parties or any of their Subsidiaries” or “Loan Parties and their Subsidiaries” shall be replaced with reference to “Borrower Parties.”

“Borrower Holding Company” means each of WDB Holding CA, Inc., a Delaware corporation, WDB Holding PA, Inc., a Delaware corporation and, WDB Holding MI, Inc., a Delaware corporation., WDB Holding MD, Inc., a Maryland corporation, WDB Holding OH, Inc., a Delaware corporation, Well and Good, Inc., a Delaware corporation, TER Holding MD, Inc., a Maryland corporation, and TerrAscend Canada Inc., an Ontario corporation.

“Borrower Parties” means, collectively, each Borrower and each of its Restricted Subsidiaries. As of the Closing Date the Borrower Parties are set forth on Schedule 1.1(b) attached hereto.

“Borrower Total Debt to Adjusted EBITDA Ratio” means, for any period, the ratio of (a) the aggregate principal amount of Debt of the Borrower Parties consisting solely of Financing Debt to (b) Borrower Adjusted EBITDA for such period, in each case measured on a trailing twelve month basis for the period then ended.

“Business Day” means a day of the year on which banks are not required or authorized to close in New York, New York.

“Canadian Loan Party” means each Loan Party organized under the laws of Canada or a province thereof.

“Canadian Pledge and Security Agreement” means the pledge and security agreement by and among the Agent, acting on behalf of the Lenders, and each applicable Canadian Loan Party party thereto executed and delivered on the Second Amendment Effective Date (as may be amended, restated, supplemented or otherwise modified from time to time).

“Canadian Securities Authorities” means, collectively, the securities commissions or other securities regulatory authorities in the provinces of Alberta, British Columbia and

Ontario.

“Cannabis License” means any permit or license to cultivate, process, distribute, manufacture, dispense, sell, transport or engage in any other activity relating to medical and/or adult-use marijuana, issued by any Governmental Authority pursuant to applicable Federal Cannabis Laws or applicable state Requirements of Law relating to the farming, growth, production, processing, packaging, sale, distribution, or any other activity relating to medical and/or adult-use marijuana.

“Capital Lease” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, any property by such Person as lessee that has been or should be accounted for as a capital lease on a balance sheet of such person prepared in accordance with GAAP.

“Capital Lease Obligations” mean, with respect to any Person, the obligations of such Person to pay rent or other amounts under any Capital Lease, any lease entered into as part of any Sale and Leaseback or any Synthetic Lease, or a combination thereof, which obligations are (or would be, if such Synthetic Lease or other lease were accounted for as a Capital Lease) required to be classified and accounted for as Capital Leases on a balance sheet of such person under GAAP, and the amount of such obligations shall be the capitalized amount thereof (or the amount that would be capitalized, if such Synthetic Lease or other lease were accounted for as a Capital Lease) determined in accordance with GAAP (subject to Section 1.4).

“Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case, maturing within twelve

(12) months from the date of acquisition thereof; (b) commercial paper, maturing not more than 365 days after the date of issue rated P-2 by Moody’s or A-2 by Standard & Poor’s; (c) certificates of deposit maturing not more than 365 days after the date of issue, issued by commercial banking institutions and money market or demand deposit accounts maintained at commercial banking institutions, each of which is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000; (d) repurchase agreements having maturities of not more than ninety (90) days from the date of acquisition which are entered into with major money center banks included in the commercial banking institutions described in clause (c) above and which are secured by readily marketable direct obligations of the United States Government or any agency thereof; (e) money market accounts maintained with mutual funds having assets in excess of $2,500,000,000, which assets are primarily comprised of Cash Equivalents described in another clause of this definition; (f) marketable tax exempt securities rated A or higher by Moody’s or A+ or higher by Standard & Poor’s, in each case, maturing within 270 days from the date of acquisition thereof; and (g) solely in the case of and with respect to Parent or a Foreign Subsidiary, Investments of a kind or type similar to the Cash Equivalents described in clauses (a) through (f) above customarily utilized in the jurisdiction of organization of Parent or such Foreign Subsidiary for cash management purposes.

“Change in Law” means any adverse change after the Closing Date in applicable law, including Federal Cannabis Law or US State Cannabis Law, or the application or interpretation thereof by any Governmental Authority, (a) that would make it unlawful for the Agent or any Lender to (i) continue to be a party to any Loan Document, (ii) perform any of its

obligations hereunder or under any other Loan Document or (iii) to fund or maintain the Term Loans, (b) pursuant to which any Governmental Authority has enjoined the Agent or any Lender from (i) continuing to be a party to any Loan Document, (ii) performing any of its obligations hereunder or under any other Loan Document or (iii) funding or maintaining the Term Loans, (c) pursuant to which any Governmental Authority requires (i) confidential information from or disclosure of confidential information about the Agent, any Lender, any Affiliate thereof or any investor therein or (ii) the Agent or any Lender to obtain any permit, in each case, to (A) continue to be a party to any Loan Document, (B) perform any of its obligations hereunder or under any other Loan Document, (C) fund or maintain the Term Loans, and in the case of this clause (c) the Agent or such Lender, as applicable, has elected to exercise similar remedies afforded to it in other loans in their respective portfolios, or (d) that would result in the business activities conducted by any Loan Party being Restricted Cannabis Activities.

“Change of Control” means any of the following (or any combination of the following) whether arising from any single transaction event or series of related transactions or events that, individually or in the aggregate, result in:

(i)

a report being filed with any securities commission or securities regulatory authority in Canada, disclosing that any offeror (as such term is defined in section 1.1 of National Instrument 62-104 Take-Over Bids and Issuer Bids) has acquired beneficial ownership (within the meaning of the Securities Act) of, or the power to exercise control or direction over, or securities convertible into, any voting stock of Parent, that together with the offeror’s securities (as such term is defined in section 1.1 of National Instrument 62-104 Take-Over Bids and Issuer Bids) in relation to any Voting Stock of Parent, would constitute Voting Stock representing more than 50.1% of the total voting power attached to all voting stock of Parent then outstanding;

(ii)

there is consummated any amalgamation, consolidation, statutory arrangement (involving a business combination) or merger of Parent (i) in which Parent is not the continuing or surviving corporation or (ii) pursuant to which any voting stock would be reclassified, changed or converted into or exchanged for cash, securities or other property, other than (in each case) an amalgamation, consolidation, statutory arrangement or merger of Parent in which the holders of the Voting Stock immediately prior to the amalgamation, consolidation, statutory arrangement or merger have, directly or indirectly, more than 50.1% of the Voting Stock of the continuing or surviving corporation immediately after such transaction;

(iii)

during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of Parent cease to be composed of individuals (a) who were members of that board or equivalent governing body on the first day of such period, (b) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (a) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (c) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (a) and (b) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body;

(iv)

except for transactions permitted under Sections 8.4, 8.7 or 8.8 hereunder, any Borrower shall (a) cease to own and control free and clear of any Liens or other

encumbrances (other than Permitted Liens arising by operation of law and Liens created pursuant to any Loan Document), (1) at least the percentage of the Equity Interests of each of its Restricted Subsidiaries held by such Borrower on the ClosingSecond Amendment Effective Date and (2) 100.0% of the Equity Interests of each of its Restrictedwith respect to any Subsidiaries formed or acquired after the Closing DateSecond Amendment Effective Date, at least the percentage of the Equity Interests owned at the time such Subsidiary is formed or acquired, or (b) fail to have the power to direct or cause the direction of the management and policies of each such Restricted Subsidiary; or

(v)

USexcept for transactions permitted under Sections 8.4, 8.7 or 8.8 hereunder, Parent shall (a) cease to own and control free and clear of any Liens or other encumbrances (other than Permitted Liens arising by operation of law and Liens created pursuant to any Loan Document) 100%, (1) at least the percentage of the Equity Interests of WDB Holding PA, Inc., a Delaware corporation, WDB Holding CA, Inc., a Delaware corporation, and WDB Holding MI, Inc., a Delaware corporationeach of its Subsidiaries held by Parent on the Second Amendment Effective Date and (2) with respect to any Subsidiaries formed or acquired after the Second Amendment Effective Date, at least the percentage of the Equity Interests owned at the time such Subsidiary is formed or acquired, or (b) fail to have the power to direct or cause the direction of the management and policies of each such Subsidiary.

“Chicago Atlantic Facility” means the Debt and other obligations evidenced by the Credit Agreement dated as of November 2, 2021, by and among Gage Growth Corp. and its subsidiaries, as borrowers, and Chicago Atlantic Admin, LLC, as administrative agent and collateral agent, as amended prior to the Closing Date.

“Closing Date” means August 1, 2024.

“Code” means the Internal Revenue Code of 1986.

“Collateral” shall have the meaning assigned to such term in the Security Agreement or Canadian Pledge and Security Agreement, as applicable.

“Commitment” means, collectively, (a) with respect to any Initial Term Loan Lender, the Initial Term Loan Commitment, and (b) with respect to any Delayed Term Loan Lender, the Delayed Term Loan Commitment, (c) with respect to any 2025 Incremental Term Loan Lender, the 2025 Incremental Term Loan Commitment and (d) with respect to any Specified Acquisition Delayed Term Loan Lender, the Specified Acquisition Delayed Term Loan Commitment.

“Competitor” means a Person that is (a) an operating company identified in writing to the Agent prior to, on or after the Closing Date that is a bona fide competitor engaged primarily in substantially the same or similar business as the Loan Parties, (b) any clearly identifiable Affiliate of any Person referred to in clause (a) of this definition based solely on the name of such Affiliate or any entity actually known by the applicable assignor to be an Affiliate of such Person, or (c) any other Affiliate of any Person referred to in clause (a) of this definition that is identified in writing to the Agent from time to time; provided, however, that Competitor shall exclude (i) any Person that the Borrowers have designated as no longer being a Competitor by written notice delivered to the Agent from time to time, and (ii) any bona fide debt fund or an investment vehicle

that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course.

“Contributing Parties” has the meaning specified in Section 3.4(d).

“Control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Controlled Account” means each Bank Account that is subject to a DACA, in form and substance reasonably satisfactory to the Agent, but excluding, in any event, any Excluded Account.

“Convertible Debentures” means the Convertible Debentures issued by the Parent in connection with the Financial Advisory Agreement, dated as of June 23, 2023 (as amended or otherwise modified from time to time), by and between the Parent and ATB Capital Markets Inc.

“DACA” and “DACAs” has the meaning specified in Section 7.10.

“Debt” means (without duplication), for any Person, (a) indebtedness of such Person for borrowed money or arising out of any extension of credit to or for the account of such Person (including, without limitation, extensions of credit in the form of reimbursement or payment obligations of such Person relating to letters of credit issued for the account of such Person) or for the deferred purchase price of property or services, but excluding liabilities incurred in the ordinary course of business including as incurred through the obtaining of credit and for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services (including, without limitation, trade payables, accrued expenses payable or other accounts payable incurred in the ordinary course of business that are less than ninety (90) days past due or which are being contested in good faith); (b) indebtedness of the kind described in clause (a) of this definition which is secured by (or for which the holder of such debt has any existing right, contingent or otherwise, to be secured by) any Lien upon or in Property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such indebtedness or obligations; (c) all Capital Lease Obligations; (d) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any stock or stock equivalents of such Person, valued, in the case of redeemable preferred stock, at the greater of its voluntary liquidation preference and its involuntary liquidation preference plus accrued and unpaid dividends; (e) all contingent liabilities and obligations under direct or indirect guarantees in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (a) through (d) above; (f) net obligations of a Person under any swap or hedging arrangement; and (g) any monetary obligation of a Person under or in connection with a sale-leaseback or similar arrangement. Notwithstanding the foregoing, Debt of any Person shall exclude (i) accruals for payroll and other similar liabilities accrued in the ordinary course of business, (ii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller, (iii) any obligations in respect of worker’s compensation claims, early retirement or termination obligations or

contributions or similar claims, obligations or contributions or social security or wage Taxes in the ordinary course of business, (iv) non-compete or consulting obligations to which the seller in an acquisition may become entitled, (v) any earn-out, purchase price adjustment, indemnity or similar obligation until such obligation is required to appear in the liabilities section of the balance sheet of such Person in accordance with GAAP, (vi) customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business, and (vii) operating leases. The amount of Debt described in clause (f) shall be deemed to be the net swap termination value thereof as of the applicable determination date. The amount of Debt described in clause (b) that is limited in recourse to specific property shall be valued at the lesser of the aggregate unpaid amount of such Debt and the fair market value of such property.

“Debtor Laws” means all applicable liquidation, conservatorship, bankruptcy, moratorium, arrangement, receivership, insolvency, reorganization or similar laws including the Bankruptcy Code, or general equitable principles from time to time in effect affecting the rights of creditors generally.

“Default” means any event the occurrence of which does, or with the lapse of time or giving of notice or both would, constitute an Event of Default.

“Default Rate” means a rate of interest per annum equal to seventeen percent

(17%).

“Delayed Term Loan” means the secured, first lien, term loan that may be issued

by the Lenders on the Delayed Term Loan Effective Date in accordance with Section 2.1(b), with a face amount not exceeding the Delayed Term Loan Face Amount.

“Delayed Term Loan Commitment” means, as to each Delayed Term Loan Lender, such Delayed Term Loan Lender’s obligation to make the Delayed Term Loan on the Delayed Term Loan Effective Date, in an amount up to, but not exceeding the amount set forth for such Delayed Term Loan Lender on Schedule 1.1(a) as such Delayed Term Loan Lender’s “Delayed Term Loan Commitment Amount”.

“Delayed Term Loan Effective Date” means the date of the making of the Delayed Term Loan.

“Delayed Term Loan Face Amount” means $26,000,000.

“Delayed Term Loan Refinanced Debt” means the Debt and all other obligations outstanding as of the Delayed Term Loan Effective Date under the Chicago Atlantic Facility.

“Delayed Term Loan Request Period” means the period commencing on the Closing Date and ending on September 30, 2024 or such later date as permitted by the Agent in its sole discretion.

“Disposition” means any transaction, or series of related transactions, pursuant to which any Person sells, assigns, transfers, leases, licenses (as licensor) or otherwise disposes of any property or assets (whether now owned or hereafter acquired) to any other Person, in each case, whether or not the consideration therefor consists of cash, securities or other assets owned

by the acquiring Person. For purposes of clarification, “Disposition” shall include (a) the sale or other disposition for value of any contracts, and (b) the early termination or modification of any contract resulting in the receipt by any Borrower Party of a cash payment or other consideration in exchange for such event (other than payments in the ordinary course for accrued and unpaid amounts due through the date of termination or modification).

“Dollars” means the lawful currency of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized and existing under the laws of the United States or any state or commonwealth thereof or under the laws of the District of Columbia.

“Eligible Assignee” means any actual or prospective assignee of a Lender to whom a Lender may assign all or any of its rights hereunder and under the other Loan Documents, but excluding, for the avoidance of doubt, any Competitor.

“Environmental Laws” means any and all laws, rules, orders, regulations, statutes, ordinances, guidelines, codes, decrees, or other legally binding requirements of any Governmental Authority, regulating, relating to or imposing liability or standards of conduct concerning pollution, the preservation or protection of the environment, natural resources or human health (including employee health and safety) but only with respect to exposure to Materials of Environmental Concern, or the generation, manufacture, use, labeling, treatment, storage, handling, transportation or release of, or exposure to, Materials of Environmental Concern, as has been, is now, or may at any time hereafter be, in effect.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties, attorney or consultant fees or indemnities) resulting from or based upon (a) non-compliance with any Environmental Law or any Environmental Permit, (b) exposure to any Materials of Environmental Concern in violation of Environmental Laws, (c) release or threatened release of any Materials of Environmental Concern in violation of Environmental Laws, (d) any investigation, remediation, removal, clean-up or monitoring required under Environmental Laws or required by a Governmental Authority (including without limitation Governmental Authority oversight costs that the party conducting the investigation, remediation, removal, clean-up or monitoring is required to reimburse) or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permits” means any and all permits, licenses, approvals, registrations, notifications, exemptions and other authorizations required under any Environmental Law.

“Equity Interests” means, as to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust

interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliates” means, collectively, Borrower and all Subsidiaries (if applicable), and each other Person, trade or business (whether or not incorporated) under common control or treated as a single employer with Borrower or any Subsidiary within the meaning of Section 414(b), 414(c) or 414(m) of the Code.

“ERISA Event” means (a) any of the events set forth in Section 4043(c) of ERISA or the regulations thereunder with respect to a Multiemployer Plan or a Title IV Plan; (b) a withdrawal by Borrower, any Subsidiary or any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA); (c) a complete or partial withdrawal (as defined in Sections 4203 and 4205 of ERISA) by Borrower, any Subsidiary or any ERISA Affiliate from a Multiemployer Plan which results in the imposition of withdrawal liability; (d) the receipt by Borrower, any Subsidiary or any ERISA Affiliate of notice of intent to terminate with the PBGC or the treatment of a plan amendment as a termination under Section 4041 or 4041A of ERISA of a Title IV Plan; (e) the commencement of proceedings by the PBGC to terminate a Multiemployer Plan or a Title IV Plan; (f) a failure by Borrower, any Subsidiary or any ERISA Affiliate to make required contributions to any Multiemployer Plan or any Title IV Plan unless such failure is not reasonably expected to result in any material liability to Borrower or any Subsidiary; (g) an event or condition which would reasonably be expected to constitute grounds under Section 4041A or 4042 of ERISA for the termination of, or the appointment of a trustee to administer any Multiemployer Plan or any Title IV Plan; (h) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Borrower, any Subsidiary or any ERISA Affiliate; (i) a non-exempt prohibited transaction occurs with respect to any Multiemployer Plan or any Title IV Plan which would reasonably be expected to result in a material liability to Borrower or any Subsidiary; or (j) a violation of the applicable requirements of Section 404 or 405 of ERISA or the exclusive benefit rule under Section 401(a)(2) of the Code by any fiduciary or disqualified Person with respect to any employee benefit plan for which Borrower, any Subsidiary or any ERISA Affiliate may be directly or indirectly liable which would reasonably be expected to result in a material liability to Borrower or any Subsidiary.

“Erroneous Payment” has the meaning assigned to it in Section 12.9(a). “Erroneous Payment Deficiency Assignment” has the meaning assigned to it in

Section 12.9(d)(i).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 12.9(d)(i).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 12.9(e).

“Events of Default” and “Event of Default” have the meaning specified in

Section 9.1.

“Excluded Account” means, collectively, means (a) any Bank Account

specifically and exclusively used for payroll, payroll Taxes, withholding Taxes, payment of other Taxes (including sales tax accounts), workers compensation and employee wage and benefit payments to or for the benefit of any BorrowerLoan Party’s employees, (b) any Bank Account specifically and exclusively used as an escrow or fiduciary account for a Person that is not an Affiliate of any BorrowerLoan Party and, (c) any Permitted Third-Party Mortgage Debt Deposit Accounts and (d) the Bank Account at Alterna Bank [***], so long as the cash deposited in such Bank Account does not exceed [***] at any time.

“Excluded Subsidiary” means, collectively, any Subsidiary of a Borrower Party

(a) that is prohibited or restricted by applicable Requirements of Law or any restriction in any contract existing at the time such Subsidiary is acquired (so long as such restriction is not agreed to in contemplation of such acquisition) (including any requirement to obtain the consent, approval, license or authorization of any Governmental Authority or third party other than the Parent or any of its Affiliates (unless such consent is obtained)) from providing a guarantee, but only so long as such Subsidiary is prohibited from providing a guarantee or such consent is not obtained, (b) with respect to which the Agent determines, in consultation with the Borrowers but in its sole discretion, that the burden, effort or expense of the provision of a guarantee (including the incurrence of material adverse tax consequences to the Parent or its Subsidiaries) materially outweighs the benefit to the Agent and the Lenders of the provision of such guarantee, or (c) any Permitted Acquisition Subsidiary, or (d) that is set forth on Schedule 1.1(c) as of the Closing DateSecond Amendment Effective Date so long as at any time the fair market value of the assets of such Subsidiary shall remain immaterial in relation to the assets of all Group Companies (taken as a whole) and there shall be zero cash revenue; provided that immediately upon the occurrence of any event or circumstance whereby (i) any such Subsidiary in the foregoing clause

(a) no longer meets the criteria of an “Excluded Subsidiary” as set forth herein, or (ii) in the event that the Borrower PartiesBorrowers fail to consummate the dissolution of any Subsidiary set forth on Schedule 1.1(c) by the applicable date such dissolution was required under Section 7.18, such or such Subsidiary no longer complies with the maximum asset value requirement specified above, then such Subsidiary shall not be an Excluded Subsidiary and shall execute and deliver the agreements, instruments and other documents required by Section 7.12 in accordance with the terms thereof (in the case of a failure to timely consummate a required dissolution or failure to comply with the maximum asset value requirement specified above, on or prior to such date).

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Lender or Agent or required to be withheld or deducted from a payment to any Lender or Agent: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Person being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Term Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Term Loan or Commitment or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.3, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes

attributable to such Person’s failure to comply with Section 3.3(c) (d) any U.S. federal withholding Taxes imposed under FATCA, and (e) any Canadian federal withholding Taxes imposed as a result of (i) a Lender not dealing at arm’s length (within the meaning of the Tax Act) with a Loan Party, (ii) a Lender being a Person who is a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of a Loan Party or who does not deal at arm’s length (within the meaning of the Tax Act) with any Person who is a “specified shareholder” (as that term is defined in subsection 18(5) of the Tax Act) of a Loan Party, or (iii) a Loan Party being a “specified entity” (as defined in subsection 18.4(1) of the Tax Act) in respect of a Lender.

“Exit Fee” has the meaning assigned to such term in Section 3.1(d).

“Exit Fee Percentage” means the rate set forth in the table below opposite the date on which the Exit Fee is required to be paid:


Prior to the first anniversary of the Closing Date	2.0%
From the first anniversary of the Closing Date until the day prior to the second anniversary of the Closing Date	3.0%
From the second anniversary of the Closing Date until the day prior to the third anniversary of the Closing Date	4.0%
From the third anniversary of the Closing Date until the Maturity Date	4.0%

“Extraordinary Receipts” means any extraordinary, unusual or non-recurring cash proceeds received by any Borrower Party consisting of (a) proceeds of insurance, (b) condemnation awards (and payments in lieu thereof) or (c) proceeds of any Disposition, other than (i) to the extent such proceeds are payable to a Person that is not a Borrower Party in accordance with applicable Requirements of Law or contractual obligations, or (ii) a Disposition permitted under clause (a), (b), (c), (d), (e), (h), (m), or (n) or (q) of the definition of “Permitted Dispositions” (in the case of clause (n), such exclusion applies only to the extent the Net Cash Proceeds in connection therewith are not required to be applied to a prepayment of the Term Loan in accordance with the text of clause (n)).

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantially comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(l) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“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, transportation, sale and possession of cannabis, hemp, marijuana or related substances or products containing or relating to the same, including, without limitation, the

prohibition on drug trafficking under 21 U.S.C. § 841(a), et seq., the conspiracy statute under 18

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

“Fee Letter” means the fee letter, dated as of the Closing Date, by and among the US Parent, the Agent and the FG Lender.

“FG Lender” means any Lender that is an affiliate of the Agent.

“Financing Debt” means, without duplication and with respect to any Person, (a) any Debt for borrowed money and (b) obligations of such Person (i) evidenced by bonds, debentures, notes or similar instruments and (ii) in the form of Capital Lease Obligations and purchase money Debt.

“Fiscal Year” means the fiscal year of the Loan Parties ending on December 31 of

each year.

“Foreign Subsidiary” means any Subsidiary of the Parent that is not a Domestic

Subsidiary.

“FundCanna Notes” means the Debt and other obligations evidenced by the Loan

and Security Agreement dated as of January 8, 2024, issued by ABI SF, LLC to FC Capital Holdings, LLC, the Loan and Security Agreement dated as of January 8, 2024, issued by BTHHM Berkeley, LLC to FC Capital Holdings, LLC, the Loan and Security Agreement dated as of January 8, 2024 (as amended from time to time), issued by Deep Thought, LLC to FC Capital Holdings, LLC, the Loan and Security Agreement dated as of January 8, 2024, issued by Howard Street Partners, LLC to FC Capital Holdings, LLC, the Loan and Security Agreement dated as of January 8, 2024, issued by RHMT, LLC to FC Capital Holdings, LLC, and the Loan and Security Agreement dated as of January 8, 2024, issued by Blue Ridge Wellness, LLC to FC Capital Holdings, LLC.

“Funding Notice” means the Funding Notice in the form of Exhibit D hereto or such other form acceptable to Agent.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time, set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions and comparable stature and authority within the accounting profession) that are applicable to the circumstances as of the date of determination.

“Governmental Authority” means any (domestic or foreign) federal, state, provincial, territorial, county, municipal, parish, provincial, or other government, or any department, commission, board, court, agency, or any other instrumentality of any of them or any other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory, or administrative functions of, or pertaining to, government, including, without

limitation, any arbitration panel, any court, or any commission.

“Group Company” means each BorrowerLoan Party and each of their

Subsidiaries.

“Guarantor” means the Parent, the US Parent and each other Person who now or

hereafter executes a guaranty agreement, in form and substance reasonably satisfactory to Agent, pursuant to which such Person guaranties the Obligations.

“Herbiculture Seller Note” means the Secured Promissory Note, dated as of July 7, 2023, issued by Herbiculture, Inc. for the benefit of OCS Baltimore MD LLC.

“Highest Lawful Rate” means with respect to any Lender, the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Obligations under laws applicable to such Lender which are currently in effect or, to the extent allowed by Requirements of Law, under such applicable Requirements of Law which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable Requirements of Law now allow.

“Historical Financial Statements” means the balance sheet of each of Parent and the Borrowers and the related statements of income or operations, changes in shareholders’ equity and cash flows for the month ending June 30, 2024, including the notes thereto.

“Ilera Facility” means the Debt and other obligations evidenced by the Credit Agreement dated as of December 18, 2020, by and among WDB Holding PA, Inc., the lenders party thereto and Acquiom Agency Services LLC, as administrative agent.

“Increase Effective Date” shall have the meaning assigned to such term in Section

2.1(ce)(iii).

“Incremental Amendment” shall have the meaning assigned to such term in

Section 2.1(c)(ii).

“Incremental Commitment” shall have the meaning assigned to such term in Section 2.1(c)(i).

“Incremental Term Loan” means any secured, first lien, term loan that may be issued by certain Lenders on any Increase Effective Date at the applicable Lenders’ discretion in accordance with Section 2.1(c).

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower PartiesBorrowers under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 11.6 hereof.

“Initial Face Amount” means $114,000,000.

“Initial Term Loan” means the term loans advanced by the Initial Term Loan

Lenders on the Closing Date in an amount equal to 95% of the Initial Face Amount.

“Initial Term Loan Commitment” means, as to each Initial Term Loan Lender, such Initial Term Loan Lender’s obligation to make the Initial Term Loan on the Closing Date, in an amount up to, but not exceeding the amount set forth for such Initial Term Loan Lender on Schedule 1.1(a) as such Initial Term Loan Lender’s “Initial Term Loan Commitment Amount”.

“Intellectual Property” means all present and future: trade secrets, know-how and other proprietary information; trademarks, trademark applications, internet domain names, service marks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations of the foregoing) indicia and other source and/or business identifiers, and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world; copyrights and copyright applications; (including copyrights for computer programs) and all tangible and intangible property embodying the copyrights, unpatented inventions (whether or not patentable); patents and patent applications; industrial design applications and registered industrial designs; license agreements related to any of the foregoing and income therefrom; books, records, writings, computer tapes or disks, flow diagrams, specification sheets, computer software, source codes, object codes, executable code, data, databases and other physical manifestations, embodiments or incorporations of any of the foregoing; all other intellectual property; and all common law and other rights throughout the world in and to all of the foregoing.

“Intercompany Subordinated Note” means the Intercompany Subordinated Note, dated as of the Closing Date, made by and among the U.S. Parent and the Group Companies.

“Interest Rate” means 12.75% per annum, with interest payable hereunder to be calculated in accordance with Section 2.3 hereof.

“Investments” shall have the meaning assigned to such term in Section 8.7 hereof. “Joinder Agreement” means a joinder agreement, substantially in the form of

Exhibit B hereto, duly executed by a Subsidiary of a BorrowerLoan Party made a party hereto pursuant to Section 7.12(a).

“KISA Case” means 16 Holdings, LLC vs. KISA Enterprises MI, Inc. Case #22-194390-CB Oakland County Circuit Court, Case No. 369754 Michigan Court of Appeals.

“Landlord Waiver” means a written waiver or subordination with respect to Collateral which is located on any Real Property which is not owned by any Borrower Party, or is stored on the premises of a bailee, warehouseman, or similar party, in each case made by and between the Agent and the owner of such Real Property, and (if necessary) acknowledged by the applicable Borrower Party, in form and substance reasonably satisfactory to the Agent.

“[***]” has the meaning specified in Section 8.19set forth in the definition of “Permitted Acquisition Consent Condition”.

“Lease Agreement” means any lease, sublease or license of, or other agreement granting a possessory interest in, Real Property to which Borrower or any of its Subsidiaries is a

party as lessor, lessee, sublessor, sublessee, licensor or licensee.

“Licensing Divisions” mean, collectively, the California Department of Cannabis Control, the Maryland Cannabis Administration, the Michigan Cannabis Regulatory Agency, the New Jersey Cannabis Regulatory Commission, the Ohio Department of Commerce Division of Cannabis Control, the Pennsylvania Department of Health and each other Governmental Authority in each such state (or in any other applicable state of any Borrower) that issues Cannabis Licenses.

“Lien” means any security interest, mortgage, deed of trust, pledge, hypothecation, charge, claim, option, right to acquire, assignment, lien (statutory or other), or other encumbrance or other security or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any deposit arrangement or any financing lease involving substantially the same economic effect as any of the foregoing).

“Loan Documents” means this Agreement, the Note, the Pledge Agreement, the Security Agreement, the Canadian Pledge and Security Agreement, the Mortgages, the Perfection Certificate, the Intercompany Subordinated Note, the Subordination Agreements, the Omnibus Collateral AssignmentAssignments, the Landlord Waivers, the DACAs, the Fee Letter, the Second Amendment Fee Letter, and any document or instrument executed by any Loan Party and/or the Agent and/or Lenders in connection with any of the foregoing (including any required consents or approvals).

“Loan Parties” means the Borrower PartiesBorrowers and the Guarantors.

“Local Cannabis Laws” means all of the laws, rules, regulations and guidance issued by the Licensing Divisions and other California, Maryland, Michigan, New Jersey, Ohio or Pennsylvania Governmental Authorities pertaining to cannabis or, if applicable, hemp.

“Loss Event” shall have the meaning assigned to such term in Section 3.2(b). “Management Agreement” means any agreement or contract between a

BorrowerLoan Party, or its Restricted Subsidiaries, on the one hand, and any other cannabis business, including any Excluded Subsidiary or other Affiliate of a Loan Party, on the other hand, pursuant to which (i) any BorrowerLoan Party or any of their Subsidiaries provideRestricted Subsidiary of a Loan Party provides management, consulting or similar services to such other cannabis business or (ii) pursuant to which any other cannabis business provides management, consulting or other services to Borrower Parties or any of their Subsidiariesany Loan Party or any Restricted Subsidiary.

“Market Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of common (or common equivalent) Equity Interests of the Parent on such date multiplied by (ii) the arithmetic mean of the closing prices per share of such common (or common equivalent) Equity Interests on the principal securities exchange on which such Equity Interests are traded for the 30 consecutive trading days immediately preceding such date.

“Material Adverse Effect” means a material adverse effect on any of (a) the operations, assets, liabilities, or financial condition of the Loan Parties taken as a whole, (b) the ability of the Loan Parties (taken as a whole) to perform their material obligations under the Loan

Documents, (c) the legality, validity or enforceability of this Agreement or any other Loan Document, (d) the rights and remedies of any Lender under any Loan Document, (e) the validity, perfection or priority of a Lien in favor of the Agent on the Pledged Equity or any material portion of the other Collateral (except to the extent resulting solely from the action or inaction of the Agent or any Lender (such inaction limited solely to the failure to timely file a uniform commercial code continuation statement (UCC-3) or PPSA financing change statement to maintain the perfection afforded by the applicable underlying uniform commercial code financing statement (UCC-1) or PPSA financing statement, as applicable)).

“Material Collateral” means, as it relates to the value of any tangible Collateral located on any Real Property of any BorrowerLoan Party, Collateral with an aggregate value of greater than $250,000, as reasonably determined by the BorrowerLoan Parties.

“Material Contract” means, with respect to any Group Company, (a) each Cannabis License listed on Schedule 1.1(d) or any other Cannabis License the loss of which would reasonably be expected to result in a Material Adverse Effect, (b) each contract or agreement to which such Group Company is a party involving aggregate consideration payable to or by such Group Company of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) or more in any Fiscal Year (other than (i) wholesale agreements, purchase orders or other commercial agreements in the ordinary course of the business of such Person or such Subsidiary,

(ii) employment agreements, and (iii) contracts that by their terms may be terminated by such Person or Subsidiary in the ordinary course of its business upon less than ninety (90) days’ notice without penalty or premium and (iv) any contract or agreement governing any Financing Debt);

(c) each Management Agreement; (d) each real property lease with annual rent exceeding Two Hundred Fifty Thousand Dollars ($250,000); and (e) all other contracts or agreements (other than any contract or agreement governing any Financing Debt) as to which the breach, nonperformance, cancellation or failure to renew by any party thereto would reasonably be expected to result in a Material Adverse Effect.

“Material Indebtedness” means the Pelorus Facility and any otherany Financing Debt with an outstanding principal amount at any time exceeding Three Million Dollars ($3,000,000).

“Material Real Property” means any fee owned Real Property of any BorrowerLoan Party (a) owned as of the Closing Date, or (b) acquired after the Closing Date, with an appraised value, conducted by a third-party appraiser reasonably acceptable to the Agent, in excess of Two Hundred Fifty Thousand Dollars ($250,000).

“Materials of Environmental Concern” means any material, substance or waste that is listed, regulated, or otherwise defined as hazardous, toxic, radioactive, a pollutant or a contaminant (or words of similar regulatory intent or meaning) under applicable Environmental Law, or which could give rise to liability under any Environmental Law, including but not limited to petroleum (including crude oil or any fraction thereof), petroleum by-products, toxic mold, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos or asbestos-containing material, flammable or explosive substances, or pesticides; provided, however, that the term “Materials of Environmental Concern” shall not include materials which otherwise would be included in such definition but which are of kinds and in amounts ordinarily and customarily used or stored in similar operations and/or properties, including, without limitation substances used for the purposes of cleaning, maintenance, or operations, substances typically used in construction, and typical products used in properties similar to any Real Property, and which are otherwise in compliance with all Environmental Laws.

“Maturity Date” means August 1, 2028.

“Maximum Borrower Liability” has the meaning specified in Section 3.4(c). “Michigan Joinder Parties” means each Subsidiary of US Parent which is a

borrower under the Chicago Atlantic Facility.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” means any deed of trust, leasehold deed of trust, mortgage, leasehold mortgage, deed to secure debt, leasehold deed to secure debt or other document creating a Lien on any fee owned Real Property.

“Mortgaged Real Property” means any fee owned Real Property that is subject to a Mortgage in favor of the Agent (for the benefit of the Lenders) to secure any or all of the Obligations.

“Multiemployer Plan” means any multiemployer plan, as defined in Section 3(37) or 4001(a)(3) of ERISA, as to which any ERISA Affiliate incurs or otherwise has any obligation or liabilities.

“Net Cash Proceeds” means, with respect to any issuance or incurrence of any Debt, any Disposition, or the receipt of any Extraordinary Receipts by any Person or any of its Subsidiaries, the aggregate amount of cash received (directly or indirectly) from time to time (whether as initial consideration or through the payment or disposition of deferred consideration) by or on behalf of such Person or such Subsidiary, in connection therewith after deducting therefrom only (a) in the case of the proceeds of any Disposition or the receipt of any Extraordinary Receipts consisting of the proceeds of casualty insurance or condemnation awards, the amount of any Debt secured by any Permitted Lien on any asset subject to such Disposition, casualty or condemnation (other than Debt assumed by the purchaser of such asset) which is required to be, and is, repaid in connection with the receipt thereof (other than Debt under this Agreement), (b) reasonable expenses related thereto incurred by such Person or such Subsidiary and paid to any Person that is not an Affiliate solely in connection with the collection thereof, (c) all income Taxes and other Taxes assessed by, or reasonably estimated to be payable to, a Governmental Authority as a result of or in connection with such transaction; provided that if the actual amount of Taxes paid is less than the estimated amount, the difference shall constitute Net Cash Proceeds, (d) in the case of any Disposition, any reserve for adjustment in respect of (i) the sale price of the applicable assets established in accordance with GAAP and (ii) any liabilities associated with the applicable assets and retained by any Group Company after such Disposition,

(e) in the case of any Disposition, the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable and that are attributable to such Disposition, (f) the pro rata portion of any proceeds attributable to the minority interests in a non-wholly owned Subsidiary that are not available for distribution to or for the account of any Group Company as a result thereof, and (g) in the case of any Disposition, any funded escrow established pursuant to the documents evidencing any such Disposition to secure any indemnification obligations or adjustments to the purchase price associated therewith owing to any Person that is not an Affiliate of such Person, in the case of each of clauses (a) through (g), to the extent that the amounts so deducted are (i) actually paid to a Person that, except in the case of reasonable out-of-pocket expenses, is not an Affiliate of such Person or any of its Subsidiaries and (ii) properly attributable to such transaction (provided that, to the extent and at the time any such amounts are released from such reserve or escrow and are not required to be paid to such non-Affiliate Person, such amounts shall constitute Net Cash Proceeds).

“Net Income” means, for any period, the consolidated net income (or loss) of Parent and its Subsidiaries on a consolidated basis; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of Borrower or is merged into or consolidated with Borrower or any of its Subsidiaries, (b) the income (or

deficit) of any Person (other than a Subsidiary of Borrower) in which Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or Requirements of Law applicable to such Subsidiary.

“Non-US Lender” means any Lender that is not a US Person.

“Note” means each promissory note issued under this Agreement, in the form of Exhibit C hereto.

“Obligations” means all of the obligations of the Loan Parties now or hereafter existing under the Loan Documents, whether for principal, interest, fees, expenses, prepayment premiums, indemnification or otherwise and the Loan Parties’ obligations to pay, discharge and satisfy the Erroneous Payment Subrogation Rights.

“Obligor’s Payment” has the meaning specified in Section 3.4(d).

“Omnibus Collateral Assignment” means the Omnibus Collateral Assignments entered into from time to time in favor of Agent of each Borrower Party’sBorrower’s rights under, (i) on and after the Specified Acquisition Delayed Term Loan Effective Date, with respect to the Omnibus Collateral Assignment of Acquisition Documents [***] dated as of the Second Amendment Effective Date, any [***] Acquisition Document, (ii) with respect to the Omnibus Collateral Assignment of Acquisition Documents (Ratio) dated as of the Closing Date,Second Amendment Effective Date, any Ratio Acquisition Document (iii) with respect to any other Omnibus Collateral Assignment, (a) any Management Agreement, (b) any Lease Agreement and equipment lease agreement, (c) any Cannabis License and (d) any Material Contract, and (iiiv) with respect to any Omnibus Collateral Assignment entered into after the ClosingSecond Amendment Effective Date, any Material Contract that is a Management Agreement or, a Lease Agreement, and/or any material agreement pursuant to a Permitted Acquisition, but in each case, excluding any such agreement to the extent that it constitutes Excluded Collateral (as defined in the Security Agreement or the Canadian Pledge and Security Agreement, as applicable).

“Organization Documents” mean, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or the equivalent thereof); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement (or the equivalent thereof); and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Origination Discount” has the meaning assigned to such term in Section 2.2.

“OSC” means the Ontario Securities Commission, or any Governmental Authority

succeeding to any of its principal functions.

“Other Connection Taxes” means, with respect to any Lender or Agent, Taxes imposed as a result of a present or former connection between such Lender or Agent and the jurisdiction imposing such Tax.

“Parent” has the meaning specified in the preamble. “Participant” has the meaning specified in Section 11.9(c).

“Participant Register” has the meaning specified in Section 11.9(c).

“Payment Account” means the account of Agent or its designee identified by Agent for receipt of each payment owed by Borrower hereunder.

“Payment Date” means the first day of each calendar month.

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any of its principal functions under ERISA.

“Pelorus Borrowers” means, collectively, TerrAscend NJ LLC, a New Jersey limited liability company, HMS Hagerstown, LLC, a Delaware limited liability company, HMS Processing, LLC, a Maryland limited liability company, and HMS Health, LLC, a Maryland limited liability company.

“Pelorus Facility” means the Loan Agreement dated as of October 11, 2022, among the Pelorus Borrowers, the Parent, the US Parent, Well and Good, Inc., and Pelorus Fund REIT, LLC.

“Peninsula Seller Note” means the Promissory Note, dated as of June 28, 2023, issued by Derby1, LLC and TER Holding MD, Inc. for the benefit of [***].

“Perfection Certificate” means the Perfection Certificate delivered in form and substance satisfactory to the Agent, on the Closing Date, as updated on the Delayed Term Loan Effective Date and the Perfection Certificate delivered in form and substance satisfactory to the Agent, on the Second Amendment Effective Date and updated thereafter pursuant to Section 7.2(e).

“Permitted Acquisition” means any(a) the Specified Acquisition, (b) any Acquisition by any Group Company approved in writing by the Agent in its sole discretion and pursuant to which the Agent, for the benefit of the Lenders, shall have been granted a first lien security interest (subject to Permitted Liens) in the acquired assets and any acquired Person shall have been joined as a Loan Party and (c) subject to the Permitted Acquisitions Consent Condition, any other Acquisition by any Group Company to the extent that, solely with respect to this clause (c), each of the following conditions shall have been satisfied (or waived by the Agent in its sole discretion):

(i)

such Acquisition is consummated by a Permitted Acquisition Subsidiary and no other Group Company is subject to any obligations in connection with such Acquisition,

other than Permitted Parent Guarantee Debt;

(ii)

such Acquisition does not involve the acquisition of assets or a Person that is engaged in or intends to engage in any business relating to [***];

(aiii) if such Acquisition is not a hostile or contested acquisitioninvolves the acquisition of Equity Interests of a Person or Persons, the Permitted Acquisition Subsidiary shall acquire 100% of the Equity Interests of such Person(s);

(b) the business or assets acquired in connection with such Acquisition is/are

(i) primarily located in the U.S., (ii) organized under applicable U.S. and state laws, and (iii) not engaged, directly or indirectly, in any line of business other than the businesses in which the Group Companies are engaged on the Closing Date and any business activities that are substantially similar, related, ancillary or incidental thereto;

(iv)

the Permitted Acquisition Subsidiary and each of its Subsidiaries shall have become a Guarantor hereunder pursuant to a guaranty agreement, in form and substance reasonably satisfactory to Agent, pursuant to which each such Person shall guaranty the Obligations;

(v)

the purchase price consideration paid in connection therewith shall consist of (i) Permitted Acquisition Debt, (ii) so long as the Market Capitalization of Parent is not less than $30,000,000, common equity interests of Parent (for the avoidance of doubt not consisting of any securities with any payment or other special distribution rights), and/or (iii) deferred payment obligations (including earnouts or seller notes), and shall, for the avoidance of doubt, not include any cash or other assets contributed to or otherwise transferred to such Permitted Acquisition Subsidiary by any Group Company;

(vi)

after giving pro forma effect to such Acquisition, the Total Debt to Adjusted EBITDA Ratio is not greater than 2.25:1.0; and

(cvii) no Default or Event of Default shall have occurred and be continuing or would result from the consummation of the proposed Acquisition;.

(d)

as soon as available, but not less than fifteen (15) days prior to such Acquisition, the Borrower Representative has provided the Agent (i) notice of such Acquisition and (ii) a copy of all business and financial information reasonably requested by the Agent including pro forma financial statements and statements of cash flow;

(e)

on a pro forma basis after giving effect to such Acquisition, the Group Companies shall be in compliance with the financial covenant set forth in Section 8.18;

(f)

the total consideration (including the maximum potential total amount of all deferred payment obligations (including earn-outs) and Debt assumed or incurred) in connection with all Acquisitions made during the term of this Agreement shall not exceed

$5,000,000;

(g)

if such Acquisition is an acquisition of the Equity Interests of a Person, (i) such Acquisition is structured so that the acquired Person shall become a wholly-owned Subsidiary

of a Borrower and a Group Company pursuant to the terms of this Agreement, except to the extent such Person would constitute an Excluded Subsidiary, (ii) if the acquired Person is required to be joined as a Borrower Party pursuant to Section 7.12(a), then the Borrowers shall have complied with the requirements of Section 7.12(a) in connection therewith, (iii) if the acquired Person is not required to be joined as a Borrower Party pursuant to Section 7.12(a), then on a pro forma basis after giving effect to such Acquisition the Total Debt to Adjusted EBITDA Ratio is less than 4.0:1.0;

(h)

if such Acquisition is an acquisition of assets, such Acquisition is structured so that a Borrower Party shall acquire such assets;

(i)

except for Liens permitted under Section 8.3(v), in connection with an Acquisition of the Equity Interests of any Person, all Liens on property of such Person shall be terminated unless the Agent and the Lenders in their sole discretion consent otherwise, and in connection with an Acquisition of the assets of any Person, all Liens (other than Permitted Liens) on such assets shall be terminated; and

(j)

the Borrower Representative shall have delivered to the Agent the final executed documentation relating to such Acquisition within five (5) Business Days following the consummation thereof.

“Permitted Acquisition Consent Condition” means, in connection with a Permitted Acquisition pursuant to clause (c) of the definition thereof, that:

(a)

the Borrower Representative shall have notified the Agent of its desire to enter into and consummate such applicable Acquisition and, concurrently with delivery of such notice, the Borrower Representative shall deliver to the Agent (i) an executed copy of any applicable letter of intent or other comparable agreement entered into with the applicable seller and (ii) any financial, operational or other information of the target of such Acquisition available to the Borrower Representative (such notice, the “Acquisition Notice”);

(b)

[***]

(c)

[***]

(d)

if (i) the Agent delivers a Rejection Notice, (ii) fails to deliver a timely Preliminary Consent Notice or Rejection Notice within the 15 Business Day period provided in clause (b) above, or (iii) the Loan Parties and Agent fail to agree on the material terms of an Additional Incremental Term Loan within 15 Business Days of the delivery of a Preliminary Consent Notice, then the Permitted Acquisitions Consent Condition shall be deemed to be satisfied and the Loan Parties may (x) consummate a Permitted Acquisition solely through a Permitted Acquisition Subsidiary pursuant to clause (c) of the definition of “Permitted Acquisition” and (y) incur Permitted Acquisition Debt (including any Permitted Parent Guarantee Debt) in connection therewith; provided that the Borrower Representative shall deliver to the Agent [***].

“Permitted Acquisition Debt” means Debt of a Permitted Acquisition Subsidiary or a Subsidiary thereof incurred from a bona fide third-party lender or creditor that satisfies the

following conditions:

(a)

such Debt is not secured by a Lien on any asset of any Loan Party;

(b)

such Debt is not guaranteed by any Loan Party, nor does any Loan Party provide any credit enhancement in support thereof, other than Permitted Parent Guarantee Debt;

(d)

such Debt is incurred solely after compliance with the Permitted Acquisitions Consent Condition;

(e)

such Debt matures at least one year after the Maturity Date;

(f)

no amortization payments or prepayments are required or permitted to be made in respect of such Debt before the Maturity Date;

(g)

the applicable interest rate of such Debt does not exceed 12.75% per

annum;

(h)

the aggregate amount of such Debt (together with any deferred payment

obligations or other Debt incurred by such Permitted Acquisition Subsidiary) of such Permitted Acquisition Subsidiary and its Subsidiaries shall not exceed on a pro forma basis, after giving effect to such Permitted Acquisition, 2.5 times the Adjusted EBITDA of such Permitted Acquisition Subsidiary and its consolidated Subsidiaries; and

(i)

the aggregate principal amount of all such Debt of the Group Companies does not exceed $30,000,000 at any time outstanding.

“Permitted Acquisition Subsidiary” means, collectively, (a) a Subsidiary of a Loan Party formed solely for purposes of consummating a Permitted Acquisition under clause (c) of the definition of “Permitted Acquisition” and (b) any Subsidiary which is formed for the sole purpose of owning the Equity Interests in a Permitted Acquisition Subsidiary; provided that in each case, Parent shall own, directly or indirectly, 100% the Equity Interests of such Subsidiary.

“Permitted Dispositions” means any of the following, solely to the extent such disposition would not reasonably be expected to result in a Material Adverse Effect:

(a)

sale and other Dispositions of Inventory (as such term is defined in the Security Agreement or Canadian Pledge and Security Agreement, as applicable) in the ordinary course of business, including, without limitation, the destruction of any cannabis deemed unfit for sale or otherwise unsatisfactory in the reasonable discretion of the Borrower PartiesBorrowers in the ordinary course of business;

(b)

the Disposition of cash and Cash Equivalents in the ordinary course of business and otherwise permitted under this Agreement;

(c)

non-exclusive licensing or sublicensing of Intellectual Property rights in the ordinary course of business;

(d)

leasing or subleasing Real Property assets in the ordinary course of business and the termination or cancellation of any lease or sublease in the ordinary course of

business;

(e)

(i) the lapse of Intellectual Property of the Loan PartiesBorrower to the extent not economically desirable in the conduct of their business or (ii) the abandonment of Intellectual Property rights in the ordinary course of business so long as (in each case under clauses (i) and (ii)), (A) with respect to copyrights, such copyrights do not generate any material revenue, and (B) such lapse is not materially adverse to the interests of the Lenders;

(f)

any involuntary loss, damage or destruction of property (including as a result of casualty);

(g)

any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain, or confiscation or requisition of use of property by a Governmental Authority; and

(h)

transfers of assets (i) from a BorrowerLoan Party or any of their Subsidiaries to a BorrowerLoan Party, (ii) from any Subsidiary of a BorrowerLoan Party that is not a Loan Party to any other Group Company and (iii) from any BorrowerLoan Party or any of their Subsidiaries to a Subsidiary of Parent that is not a Loan Party (other than an Excluded Subsidiary) to the extent such transfer is an Investment permitted under Section 8.7;

(i)

Dispositions of (A) obsolete, damaged, unnecessary, unsuitable, surplus, negligible or worn-out equipment and (B) property no longer used, useful or economically practicable to maintain in the ordinary course of business, provided that, in the case of this clause (i), the Net Cash Proceeds of all such Dispositions do not exceed $2,500,000 in the aggregate in any Fiscal Year;

(j)

(A) the trade in for credit or exchange of equipment for equipment used in the conduct of the business of the Borrower PartiesBorrowers, or (B) the Disposition of equipment to the extent the proceeds of such Disposition are promptly applied to the purchase price of similar replacement equipment, in the ordinary course of business, and such replacement equipment becomes part of the Collateral;

(k)

the dissolution, liquidation or winding up of the affairs of any Subsidiary of a Borrower so long asif either (i) such dissolution, liquidation or winding up of the affairs is required by Section 7.18 or otherwise by the Agent or (ii) such the Borrowers determine in good faith that such dissolution, liquidation or winding up is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders; provided (i) if such Subsidiary is a Borrower Party, prior to such dissolution, liquidation or winding up, any assets of such Subsidiary shall be transferred to anothera Borrower Party, (ii) the proceeds of any such liquidation, winding-up or dissolution are paid to a Borrower Party and (iii) such action would not reasonably be expected to have a Material Adverse Effect;

(l)

discounts or forgiveness of, or dispositions of, notes receivable or accounts receivable (or the conversion to Equity Interests thereof) from financially troubled account debtors in connection with the collection or compromise thereof, or in the context of financial distress or any work out of financially troubled account debtors, in each case, in the ordinary course of business and to the extent reasonably necessary in order to prevent or limit loss;

(m)

the Disposition of the Equity Interests or assets of any Subsidiary set forth on Schedule 1.1(c) as of the Closing Date;

(n)

bona fide Dispositions of any retail cannabis dispensary, together with any related assets used in connection with the operation of such dispensary (including any applicable Cannabis License that is specific to such dispensary), and which dispensary and related assets (including any Cannabis License) are not material to the business of the Borrower PartiesBorrowers (taken as whole), provided that, in the case of this clause (n), no such dispensary is located in Michigan and the Net Cash Proceeds of all such Dispositions do not exceed $1,000,000 in the aggregate unless the Borrowers shall make a prepayment of the Term Loan in an amount equal to the Net Cash Proceeds of such Disposition in accordance with Section 3.2(b)(i);

(o)

Dispositions pursuant to transactions permitted under Section 8.4, Restricted Payments permitted under Section 8.6, Investments permitted under Section 8.7, and Sale and Leaseback permitted under Section 8.12;

(p)

so long as no Event of Default has occurred and is continuing or would result therefrom, additional Dispositions of property or assets not otherwise permitted in clauses

(a) through (no) above for at least seventy-five percent (75%) cash consideration in an aggregate amount not less than the fair market value of such property or assets, so long as all such Dispositions do not exceed $10,000,000 in the aggregate; and

(q)

Dispositions of the Real Property set forth on Schedule 8.8. “Permitted Liens” has the meaning specified in Section 8.3.

“Permitted Pelorus RefinancingParent Guarantee Debt” means Debt incurred by any Pelorus Borrower or secured by any assets securing the Pelorus Facility; [***] (b) the Pelorus Borrowers shall have joined as Borrowers hereunder and satisfied the requirements of Sections 7.12(a) and (c) (provided that any security interest required to be granted pursuant to there shall only be required to be a second priority Lien), and either (c) each of the following conditions is satisfied: (i) the Total Debt to Adjusted EBITDA Ratio shall be less than 4.0:1.0, calculated on a pro forma basis giving effect to the incurrence of such Permitted Pelorus Refinancing Debt, (ii) the definitive documentation governing such refinancing Debt shall contain provisions allowing for general unrestricted use of cash by the applicable obligors (excluding customary and reasonable restrictions in third-party financing transactions, including any customary reserve accounts or liquidity covenants), (iii) the Agent shall have been granted a second priority Lien on all collateral securing such refinancing Debt pursuant to security documentation in form substantially similar to the security documentation governing such Permitted Pelorus Refinancing Debt, (iv) the Agent and the agent and/or lenders with respect to such refinancing Debt shall have entered into an intercreditor agreement on market terms and in any event satisfactory to the Agent, and (v) the maturity date of such refinancing Debt shall not be earlier than six (6) months following the Maturity Date, or the Agent shall have consented such refinancing Debt, which consent shall not be unreasonably withheld or delayed (provided that it shall be reasonable to withhold consent if such refinancing Debt would be materially adverse to the credit support provided to the Agent and the Lenders hereunder after giving effect thereto), and the Agent and the agent and/or lenders with respect to such refinancing Debt have entered into an intercreditor agreement on market terms

and in any event satisfactory to the Agent.of Parent in the form of guarantees of Debt of a Permitted Acquisition Subsidiary incurred in connection with a Permitted Acquisition provided that, (a) such guarantee is unsecured, (b) the Debt guaranteed matures at least one year after the Maturity Date, (c) the definitive documentation governing such guaranteed Debt does not materially impair or prohibit the performance of Parent’s obligations under this Agreement and the other Loan Documents to which it is a party, and (d) such guarantee is subject to a Subordination Agreement.

“Permitted Purchase Money Debt” means, as of any date of determination, Debt (other than the Obligations, but including Capital Lease Obligations) incurred to finance the acquisition of any fixed assets secured by a Lien permitted under Section 8.3(k); provided, that (a) such Debt is incurred within forty-five (45) days after such acquisition and (b) such Debt when incurred shall not exceed the purchase price of the asset financed.

“Permitted Refinancing Debt” means, collectively, (i) the Permitted Refinancing of the [***] and (ii) the extension of maturity, refinancing or modification of the terms of Debt so long as:

(a)

after giving effect to such extension, refinancing or modification, the amount of such Debt is not greater than the amount of Debt outstanding immediately prior to such extension, refinancing or modification (other than by an amount equal to accrued interest, unused commitments and premiums, fees and expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto);

(b)

the maturity date of such Debt shall not be earlier than one year following the Maturity Date;

(c)

such extension, refinancing or modification is pursuant to terms (taken as a whole) that are not materially less favorable to the Borrower PartiesBorrowers and the Lenders than the terms of the Debt (including, without limitation, terms relating to the collateral (if any) and subordination (if any)) being extended, refinanced or modified;

(d)

the Debt that is extended, refinanced or modified is not recourse to any Borrower Party or any of its Subsidiaries that is liable on account of the obligations other than those Persons which were obligated with respect to the Debt that was refinanced, renewed, or extended; and

(e)

such Debt has been expressly subordinated in right of payment to all Debt of such Group Company under the Loan Documents (ai) by the execution and delivery of a Subordination Agreement, or (bii) otherwise on terms and conditions satisfactory to the Agent.

“Permitted Refinancing of the [***]” means the extension of maturity, refinancing or modification of the terms of the [***] so long as:

(a)

(b)

the maturity date of such Debt shall not be earlier than one hundred eighty

(180) days following the Maturity Date;

(c)

such extension, refinancing or modification is pursuant to terms (taken as a whole) that are not materially less favorable to the Borrowers or the Lenders than the terms of the Debt (including, without limitation, terms relating to the collateral (if any) and subordination (if any)) being extended, refinanced or modified, it being agreed that any modification of the terms [***] in any manner adverse to the Lenders must be consented to by the Agent in writing;

(d)

the Debt that is extended, refinanced or modified is not recourse to any Group Company or any of its Subsidiaries that is liable on account of the obligations other than those Persons which were obligated with respect to the Debt that was refinanced, renewed, or extended;

(f)

the applicable interest rate of such refinanced or modified [***], together with any fees, premiums or similar compensation, does not exceed 12.75% per annum;

(g)

the [***] terms applicable to such [***] are acceptable to the Agent in its reasonable discretion;

(h)

no amortization payments or prepayments are required or permitted to be made in respect of such Debt before the Maturity Date; and

(i)

the [***] are expressly subordinate in right of payment to all Debt of such Group Company under the Loan Documents and the Loan Parties have delivered or caused to be delivered to the Agent a Subordination Agreement executed by the holders of the [***] on terms and conditions reasonably satisfactory to the Agent; provided that other than with respect to any holder that is an Affiliate of a Group Company or a board member of a Group Company, the Loan Parties shall only be required to use commercially reasonable efforts to obtain such Subordination Agreement.

“Permitted Third-Party Mortgage Debt” means any Debt secured by any Permitted Third-Party Mortgaged Property incurred by a Borrower and/or any applicable Subsidiary that owns such Permitted Third-Party Mortgaged Property (and, if applicable, guaranteed by the Parent, the US Parent or any applicable Borrower Holding Company), as evidenced by Permitted Third-Party Mortgage Documents; provided, that:

(a)

the Permitted Third-Party Mortgage Debt has a maturity date at least six

(6) months after the Maturity Date;

(b)

with respect to the Permitted Third-Party Mortgaged Properties, taken as a whole, the aggregate principal amount of the Permitted Third-Party Mortgage Debt secured by the Permitted Third-Party Mortgaged Properties shall not exceed One Hundred Sixty Million Dollars ($100,000,000160,000,000);

(c)

with respect to any Permitted Third-Party Mortgaged Property securing Permitted Third-Party Mortgage Debt, the applicable Borrower or Subsidiary delivers to Agent a Mortgage for such Permitted Third-Party Mortgaged Property that is subordinated to the Lien on such Permitted Third-Party Mortgaged Property granted to the provider of such Permitted

Third-Party Mortgage Debt, and the provider of such Permitted Third-Party Mortgage Debt enters into an intercreditor agreement with the Agent on market terms and in any event satisfactory to the Agent; and

(d)

upon the incurrence of such Permitted Third-Party Mortgage Debt, the Borrowers shall make a prepayment of the Term Loan in an amount equal to the Net Cash Proceeds of such Permitted Third-Party Mortgage Debt in accordance with Section 3.2(b).

“Permitted Third-Party Mortgage Debt Deposit Accounts” means, collectively, the deposit accounts maintained by a Borrower Party or any of its Subsidiaries and required pursuant to any Permitted Third-Party Mortgage Debt; provided that the cash on deposit therein is solely for the payment of real estate taxes, insurance, interest reserve or budgeted capital expenditures, in each case not exceeding the lesser of (a) the amount required to be deposited pursuant to the terms of the applicable Permitted Third-Party Mortgage Documents and (b) the amount budgeted for the immediately succeeding twelve (12) calendar month period; provided further that (i) any amounts for interest reserve or budgeted capital expenditures shall be deposited concurrently with the effectiveness of such applicable Permitted Third-Party Mortgage Debt and (ii) after the occurrence and during the continuance of an Event of Default, the Borrowers shall not be permitted to make any additional deposits in a Permitted Third-Party Mortgage Debt Deposit Account.

“Permitted Third-Party Mortgage Documents” means any loan agreement, promissory note, mortgage or other related agreement entered into by a Borrower Party or applicable Subsidiary (and, if applicable, the Parent, the US Parent or any applicable Borrower Holding Company) evidencing or relating to Permitted Third-Party Mortgage Debt and containing reasonably customary terms for a mortgage financing.

“Permitted Third-Party Mortgaged Property” means (a) any Real Property owned by a Borrower Party or any of their respective Subsidiaries, (b) the hereditaments, easements and appurtenances relating thereto, (c) the improvements and fixtures located thereon, (c) all plans and specifications relating to the applicable Real Property, (d) all contracts relating to maintenance and operation of the applicable Real Property, (e) all claims, causes of action relating to or arising out of the ownership and operation of the applicable Real Property, (f) any leases (if any) to any tenants of such Real Property, (g) any Permitted Third-Party Mortgage Debt Deposit Accounts, (h) documents or agreements to which such Loan Party is a party with contractors, architects or other professionals in connection with the planning, design, architectural, engineering, construction or other similar services relating to improvements on such Real Property, (i) permits required in connection with the construction of such improvements and/or operation of such Real Property and (j) all equipment, personal property, easements and other property and rights reasonably incidental to the ownership, lease or operation thereof.

“Person” means an individual, partnership, limited liability company, joint stock company, trust, unincorporated association, corporation, joint venture or other entity (including a business trust or a real estate investment trust), or a government or any political subdivision or agency thereof.

“Pinnacle Seller Notes” means (a) the Secured Promissory Note by and between KISA Pinnacle Holdings, LLC, a Michigan limited liability company (“KISA Pinnacle”), and Spartan Partners Properties, LLC, a Michigan limited liability company (“Spartan”), dated August

22, 2022 as amended June 27, 2023 for an original total sum of $5,300,000 and (b) the Secured Promissory Note by and between KISA Pinnacle and Spartan dated August 22, 2022 as amended June 27, 2023 for an original total sum of $4,700,000.

“Pinnacle Seller Notes Intercreditor” means an intercreditor agreement among KISA and the Agent, and acknowledged by the Michigan Joinder Parties, substantially similar to (and in the form of) that certain Intercreditor Agreement, dated as of August 22, 2022, between Chicago Atlantic Admin, LLC and KISA Pinnacle Holdings LLC; provided that such intercreditor agreement shall also include restrictions on the payment to KISA (a) after the occurrence and during the continuance of an Event of Default and (b) prior to the dismissal with prejudice of the KISA Case and the KISA Judgment and, to the extent constituting a Lien on any Property of any Loan Party that is party to the KISA Case, a release, termination or discharge of any judgment Lien securing or obtained in connection the KISA Judgment.

“Plan” means an “employee benefit plan” within the meaning of Section 3(3) of ERISA as to which Borrower or its Subsidiary, or any professional employer organization acting as co-employer with respect to Borrower or Subsidiary, establishes for the benefit of its employees or for which Borrower or any Subsidiary has liability to make a contribution, including by reason of being an ERISA Affiliate, other than a Multiemployer Plan.

“Pledge Agreement” means the pledge agreement by and among the Agent, acting on behalf of the Lenders, and each applicable Loan Party party thereto executed and delivered simultaneously with this Agreement (as may be amended, restated, supplemented or otherwise modified from time to time).

“Pledged Equity” has the meaning specified in Section 4.1(a).

“PPSA” means the Personal Property Security Act (Ontario) and the regulations thereunder, as from time to time in effect; provided that, if attachment, perfection or priority of Agent’s security interests in any Collateral are governed by the personal property security laws of any jurisdiction other than Ontario, PPSA shall mean those personal property security laws in such other jurisdiction (including the relevant provisions of the Civil Code of Québec) for the purposes of the provisions hereof relating to such attachment, perfection or priority and for the definitions related to such provisions.

“Projections” means consolidated projections prepared by the management of the Loan Parties, inclusive of balance sheets, income statements, and cash flow statements, prepared by the Borrowers on an annual basis for the applicable period covered thereby, in form and substance reasonably satisfactory to Agent (it being agreed that the projections delivered by the Borrowers to the Lender prior to the Closing Date are satisfactory in form).

“Property” means any interest or right in any kind of property or asset, whether real, personal, or mixed, owned or leased, tangible or intangible, and whether now held or hereafter acquired, including all Real Property.

“Quarterly Compliance Certificate” has the meaning specified in Section 7.2(d).

“Ratio Acquisition Documents” means (i) the Amended and Restated Asset

Purchase Agreement, dated as of March 14, 2025, by and among Ohio Dispensing 1, LLC, Ratio Cannabis, LLC, [***], (ii) the Asset Purchase Agreement, dated as of March 14, 2025, by and among Ratio Cannabis, LLC, [***], (iii) means the Lease dated as of May 6, 2025, [***], and (iv) all other agreements as may be reasonably required to effect the sale of substantially all of the assets of Ratio Seller to Borrower and Parent, as applicable, or relating to the Ratio Lease.

“Ratio Financing” means the Loan Agreement, dated as of May 6, 2025, by and among Parent and US Parent, as guarantors, Ohio Dispensing 1, LLC, as borrower, FG Agency Lending LLC, as administrative agent, and the lenders from time to time party thereto.

“Ratio Seller Note” means the Buyer Promissory Note, dated as of May 6, 2025, issued by Ohio Dispensing 1, LLC for the benefit of Ratio Cannabis, LLC.

“Real Property” means all real property held or used by Borrower or its Subsidiaries, owned in fee simple or in which it holds a leasehold interest as a tenant.

“Real Property Deliverables” means any deliverable that may be reasonably requested by the Agent with respect to any fee owned Material Real Property owned by a Borrower Party and required to be subject to a Mortgage in favor of the Agent under the terms of this Agreement, including but not limited to (i) a Mortgage, (ii) to the extent requested by the Agent, an appraisal of the Real Property, (iii) a title policy, (iv) a non-invasive “Phase I” environmental site assessment (x) to the extent previously received by the Borrower PartiesBorrowers or (y) with respect to any fee owned Real Property used by a Borrower as a cannabis growing or cultivation facility, (v) a zoning report and (vi) if such Real Property is in a flood zone, a flood notification and evidence that flood insurance is in place for the buildings and their contents located thereon, each in form and substance reasonably satisfactory to the Agent; provided that, the Real Property Deliverables set forth in the foregoing clauses (ii), (iii) and (v) shall not be required for any such Real Property with a reasonably estimated fair market value of less than $2,000,000 unless required for the provision of a title policy.

“Refinanced Debt” means the Debt and all other obligations outstanding as of the Closing Date under the Ilera Facility, the Stearns Bank Facility and the FundCanna Notes.

“Register” shall have the meaning assigned to such term in Section 11.9(f). “Related Parties” means, with respect to any Person, such Person’s Affiliates and

the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Reporting Jurisdictions” shall meanmeans (a) all of the jurisdictions in Canada in which Parent is a “reporting issuer”, including, as of the date hereof, the Province of Ontario, and (b) if Parent’s capital stock is listed and posting for trading on the New York Stock Exchange or Nasdaq, the applicable reporting jurisdictions in the United States.

“Required Lenders” means, at any time, Lenders holding more than 50% of the principal amount of the outstanding Term Loans; provided, that the Lenders that constitute “Required Lenders” must also, at any time, include at least threetwo Lenders which are not Affiliates.

“Requirements of Law” means, with respect to any Person, collectively, the common law and all federal, state, provincial, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, except for federal laws and regulations promulgated pursuant to the Controlled Substances Act (21 U.S.C. § 811) pertaining to cannabis that conflict with applicable state law.

“Restricted Cannabis Activities” means, in connection with the cultivation, distribution, sale and possession of cannabis and related products: (a) any activity that is prohibited under applicable US State Cannabis Laws or Canadian law; (b) notwithstanding compliance with applicable US State Cannabis Laws and/or Canadian law, any activity which a Governmental Authority with jurisdiction over the BorrowersGroup Companies asserts in a written notice to any Borrower PartyGroup Company is unlawful under Federal Cannabis Law;

(c) distribution and sale of cannabis and related products to minors; (d) payments to criminal enterprises, gangs, cartels and Persons subject to Sanctions; (e) non-compliance with anti-terrorism laws and other applicable law relating to money-laundering; (f) diversion of cannabis and related products from states where it is legal under US State Cannabis Law to other states or to Canadaor applicable Canadian law to another jurisdiction in violation of applicable law, or the import of cannabis and related products from Canada or the United States in violation of applicable law; (g) use of activities permitted under US State Cannabis Law or applicable Canadian law as a cover or pretext for the trafficking of other controlled substances or illegal drugs or other illegal activity; (h) the commission or making threats of violence and the use of firearms in violation of applicable law; (i) growing cannabis and related products on public lands; and (j) directly or indirectly, aiding, abetting or otherwise participating in a common enterprise with any Person or Persons in any of the activities described in the foregoing clauses

(a) through (j).

“Restricted Payment” means (a) the declaration or payment of any dividend or other distribution, direct or indirect, on account of any Equity Interests of any Borrower PartyGroup Company, now or hereafter outstanding, (b) the making of any repurchase, redemption, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interests of any Borrower PartyGroup Company or any direct or indirect parent of any Borrower PartyGroup Company, now or hereafter outstanding, (c) the making of any payment to retire, or to obtain the surrender of, any outstanding warrants, options or other rights for the purchase or acquisition of shares of any class of Equity Interests of any Borrower PartyGroup Company, now or hereafter outstanding, (d) the return of any Equity Interests to any shareholders or other equity holders of any Borrower PartyGroup Company, or making of any other distribution of property, assets, shares of Equity Interests, warrants, rights, options, obligations or securities thereto as such, (e) the payment of any management, consulting, monitoring or advisory fees or any other fees or expenses (including the reimbursement thereof by any Loan PartyGroup Company) pursuant to any management, consulting, monitoring, advisory or other services agreement to any of the shareholders or other equityholders of US Parent, its Subsidiaries, or other Affiliates, or to any other Subsidiary, or otherany Group

Company or any Affiliate of US Parentany Group Company, or (f) any payment of principal or interest or any purchase, redemption, retirement, acquisition or defeasance with respect to any Subordinated Debt of any Borrower PartyGroup Company except as permitted under the applicable Subordination Agreement or Section 8.14(b).

“Restricted Subsidiary” means each Subsidiary of a BorrowerLoan Party from time to time, other than an Excluded Subsidiary, and any other Subsidiary who joins this Agreement from time to time as a Borrower or Guarantor in accordance with the provisions of Section 7.12 hereunder.

“[***]” has the meaning specified in Section 8.19.

“Sale and Leaseback” means, with respect to any Group Company, any arrangement, directly or indirectly, with any Person whereby such Group Company shall dispose of any Property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such Property or other similar Property which it intends to use for substantially the same purpose or purposes as the Property being sold or transferred.

“Sales Tracking Software” shall meanmeans any “seed-to-sale” tracking, point-of-sale, or other inventory or sales reporting software used by the Borrower Partiesany Loan Party.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Syria, and the Crimea, Kherson, and Zaporizhzhia regions of the Ukraine).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or by the United Nations Security Council, the European Union or any EU member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding any of its principal functions.

“Second Amendment” means the Amendment No. 2 to Loan Agreement, dated as of the Second Amendment Effective Date, by and among Parent, the Borrowers, the Lenders party thereto and the Agent.

“Second Amendment Agent Fee” has the meaning specified in the Second Amendment Fee Letter.

[***]

“Second Amendment Effective Date” has the meaning specified in the Second

Amendment.

“Second Amendment Fee Letter” means the fee letter, dated as of Second Amendment Effective Date, by and among the US Parent, the Agent and the FG Lender.

“Second Amendment Joinder Agreement” means the Joinder Agreement, dated as of the Second Amendment Effective Date by and among the Second Amendment New Borrowers and the Agent, acting on behalf of the Lenders.

“Second Amendment New Borrowers” means the Borrowers party to the Second Amendment Joinder Agreement.

“Second Amendment Refinanced Debt” means the Debt and all other obligations outstanding as of the Second Amendment Effective Date under the Pelorus Facility, the Ratio Financing, the Peninsula Seller Note and the Herbiculture Seller Note.

“Securities Act” means the Securities Act (Ontario) and the rules, regulations and published policies made thereunder.

“Security Agreement” means the security agreement by and among the Agent, acting on behalf of the Lenders, and the Borrower PartiesBorrowers party thereto, executed and delivered simultaneously with this Agreement, in the form and substance satisfactory to Agent (as may be amended, restated, supplemented or otherwise modified from time to time).

“Solvent” or “Solvency” means, at any time with respect to the Loan Parties and their Subsidiaries (taken as a whole), that at such time for such Loan Parties and their Subsidiaries (a) the fair value of the property of such Persons (taken as a whole) is not less than the total amount of the liabilities of such Persons (taken as a whole), (b) the present fair salable value of the assets of such Persons (taken as a whole) is not less than the amount that will be required to pay the probable liability of such Persons on their existing debts as they become absolute and matured (taken as a whole), (c) such Persons are able to realize upon their assets (taken as a whole) and pay their debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business (taken as a whole), (d) such Persons do not intend to, and do not believe that they will, incur debts or liabilities beyond such Persons’ ability (taken as a whole) to pay as such debts and liabilities mature, and (e) such Persons are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which their property (taken as a whole) would constitute unreasonably small capital.

“Specified Acquisition” means the transaction described on Schedule 1.1(e) attached hereto together with any change to the terms of such transaction that are (i) beneficial or accretive to the business of the Subsidiaries of Parent party to such transaction (as determined in good faith by the Borrower Representative) and not adverse to the interest of the Lenders in any material respect, or (ii) disclosed in writing by the Borrower Representative to the Agent and approved by the Agent (such approval not to be unreasonably withheld, delayed or conditioned).

“Specified Acquisition Delayed Term Loan” means the secured, first lien, term loan that may be issued by the Specified Acquisition Delayed Term Loan Lenders on the Specified

Acquisition Delayed Term Loan Effective Date in accordance with Section 2.1(d), with a face amount not exceeding the Specified Acquisition Delayed Term Loan Face Amount.

“Specified Acquisition Delayed Term Loan Commitment” means, as to each Specified Acquisition Delayed Term Loan Lender, such Specified Acquisition Delayed Term Loan Lender’s obligation to make the Specified Acquisition Delayed Term Loan on the Specified Acquisition Delayed Term Loan Effective Date, in an amount up to, but not exceeding the amount set forth for such Specified Acquisition Delayed Term Loan Lender on Schedule 1.1(a) as such Specified Acquisition Delayed Term Loan Lender’s “Specified Acquisition Delayed Term Loan Commitment Amount”.

“Specified Acquisition Delayed Term Loan Effective Date” means the date of the making of the Specified Acquisition Delayed Term Loan.

“Specified Acquisition Delayed Term Loan Face Amount” means $4,000,000. “Specified Acquisition Delayed Term Loan Lender” means each of the lenders

referenced as a “SPECIFIED ACQUISITION DELAYED TERM LOAN LENDER” on

Schedule 1.1(a) together with their permitted successors and assignees; provided that, following the Second Amendment Effective Date, each 2025 Incremental Term Loan Lender shall be offered the right to participate in the Specified Acquisition Delayed Term Loan Commitment based on its Applicable Percentage (Incremental) or such lesser amount as it so offers.

“Specified Acquisition Delayed Term Loan Request Period” means the period commencing on the Second Amendment Effective Date and ending on the later of (a) December 31, 2025, (b) subject to modification in pricing of the Specified Acquisition Delayed Term Loan required by and acceptable to the Specified Acquisition Delayed Term Loan Lenders [***] , May 6, 2026 or (c) such later date as permitted by the Agent in its sole discretion.

“Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. and any successor thereto.

“Stearns Bank Facility” means the Debt and other obligations evidenced by the Business Loan Agreement dated as of June 26, 2023, by and between Ilera Healthcare, LLC and Stearns Bank National Association.

“Subordinated Debt” means Debt of any Group Company the terms of which (including, without limitation, payment terms, interest rates, covenants, remedies, defaults and other material terms) are satisfactory to the Agent and which has been expressly subordinated in right of payment to all Debt of such Group Company under the Loan Documents (a) by the execution and delivery of a Subordination Agreement, or (b) otherwise on terms and conditions satisfactory to the Agent.

“Subordination Agreements” means each subordination agreement by and between the applicable lender to any Borrower Party and Agent, in form and substance satisfactory to the Agent in its sole discretion.

“Subsidiary” means, with respect to any Person at any date, any corporation, limited or general partnership, limited liability company, joint venture, trust or estate, or other

Person of or in which such Person or its other Subsidiaries own or control, directly or indirectly, more than fifty percent of (a) the combined voting power of all classes having general voting power under ordinary circumstances to elect a majority of the directors (if it is a corporation), managers or equivalent body of such Person, (b) the capital interest or profits interest of such Person, if it is a partnership, limited liability company, joint venture or similar entity, or (c) the beneficial interest of such Person, if it is a trust, association or other unincorporated association or organization. References to a Subsidiary shall mean any Subsidiary of the Borrower Partiesany Loan Party to the extent applicable unless the context expressly provides otherwise.

“Synthetic Lease” means, as to any Person, (a) any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) (i) that is accounted for as an operating lease under GAAP and (ii) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, or

(b) (i) a synthetic, off-balance sheet or tax retention lease or (ii) an agreement for the use or possession of property (including a Sale and Leaseback), in each case under this clause (b), creating obligations that do not appear on the balance sheet of such person but which, upon the application of any debtor relief laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Tax Act” means the Income Tax Act (Canada).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Loan” means collectively, the secured, first lien term loans issued by the Lenders to the Borrowers in accordance with Section 2.1.

[***]

“Third Party Sale” means at any time that an Event of Default has occurred and continues to exist, the Agent’s enforcement of a sale process for the sale of the Collateral (including the Pledged Equity), including the authority to engage independent bankers, consultants, legal advisors and other professionals with the appropriate industry expertise to serve as advisors for a sale process at the sole expense of the BorrowerLoan Parties, in each case, as and to the extent permitted by the Loan Documents and applicable Requirements of Law.

“Title IV Plan” means any employee benefit plan (within the meaning of Section 3(3) of ERISA) subject to the provisions of Title IV of ERISA other than a Multiemployer Plan, as to which Borrower or any Subsidiary is making, or is obligated to make contributions, including as a result of being an ERISA Affiliate, or, during the preceding six calendar years, has made, or been obligated to make, contributions.

“Total Debt to Adjusted EBITDA Ratio” means, forat any perioddate, the ratio of

(a) the aggregate principal amount of Financing Debt of the Parent and its consolidated Subsidiaries consisting solely of Financing Debtoutstanding as of such date to (b) Adjusted EBITDA for such period, in each case measured on a trailing twelve month basis for the period thenfiscal month most recently ended.

“TSND NJ” means TerrAscend NJ LLC, a New Jersey limited liability company. “TSND NJ Dispensing” means TER NJ Dispensing 1, LLC, a New Jersey limited

liability company.

“TSND NJ LLCA” means that certain Second Amended and Restated Operating Agreement of TSND NJ, dated as of the Effective Date (as defined therein), as amended, restated, supplemented or otherwise modified in accordance with the terms of this Agreement.

“TSND NJ Dispensing LLCA” means that certain Operating Agreement of TSND NJ Dispensing, dated as of Effective Date (as defined therein), as amended, restated, supplemented or otherwise modified in accordance with the terms of this Agreement.

“TSND NJ Minority Member Note” means that certain Promissory Note, dated as of October 11, 2022, issued by TSND NJ for the benefit of Blue Marble Ventures LLC and BWH NJ LLC.

“TSND NJ Minority Members” means Blue Marble Ventures LLC and BWH NJ LLC.

“UFCA” has the meaning specified in Section 3.4(c).

“UFTA” has the meaning specified in Section 3.4(c).

“Union Chill” means Union Chill Cannabis Company LLC, a New Jersey limited

liability company.

“Union Chill Acquisition Agreement” means that certain Option Agreement, dated as of May 5, 2025, by and among Union Chill, the Sellers identified therein, and Parent.

“Union Chill Acquisition Document” means the Union Chill Acquisition Agreement, [***] (each as defined in the Union Chill Acquisition Agreement), the amended lease [***], and each other document or instrument in connection with such agreement and the transactions contemplated therein.

“US Parent” has the meaning specified in the preamble.

“US Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“US State Cannabis Law” means any Local Cannabis Law and any law enacted by any other state of the United States which legalizes cannabis, hemp and related products in some form and which implements strong and effective regulatory and enforcement systems to control the cultivation, distribution, sale and possession and other related activities of cannabis, hemp and related products.

“Voting Stock” shall meanmeans, with respect to any Person, shares of such Person’s Equity Interests having the right to vote for the election of directors (or Persons acting

in a comparable capacity) of such Person under ordinary circumstances.

SECTION 1.2 Terms Generally. The definitions in Section 1.1 apply equally to both the singular and plural forms of the terms defined. Whenever the context requires, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be construed as if followed by the words “without limitation”. A “Default” or “Event of Default” hereunder referenced as “continuing” (or any variation thereof) shall (a) with respect to a Default that has not yet matured into an Event of Default, be deemed to be continuing unless and until cured within any applicable cure period set forth in this Agreement (if susceptible to cure), and (b) with respect to an Event of Default, be deemed to be continuing unless and until waived in writing by Agent. The words “herein”, “hereof” and “hereunder” and words of similar import refer to this Agreement (including the Exhibits hereto) in its entirety and not to any part hereof, unless the context otherwise requires. All references herein to Articles, Sections, and Exhibits are references to Articles and Sections of, and Exhibits to, this Agreement unless the context otherwise requires. Unless the context otherwise requires, any references to any agreement or other instrument or statute or regulation are to such agreement, instrument, statute or regulation as amended and supplemented from time to time (and, in the case of a statute or regulation, to any successor provisions). Any reference in this Agreement to a “day” or number of “days” (without the explicit qualification of “business”) shall mean a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular day, and such day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Day. All terms used in this Agreement which are defined in Article 8 or Article 9 of the Uniform Commercial Code as in effect from time to time in the State of New York (the “Uniform Commercial Code” or the “UCC”) and which are not otherwise defined herein shall have the same meanings herein as set forth therein. In addition, all terms used in this Agreement which are defined in the UCC and when used to define a category or categories of the Collateral located in Canada shall, to the extent applicable, include the equivalent category or categories of personal property set forth in the PPSA. Notwithstanding the foregoing, and where the context so requires as a result of the Collateral being located in Canada, or the grantor of the security being incorporated, amalgamated, continued, organized or formed under the laws of Canada, or a province or territory thereof, (i) any term defined in this Agreement by reference to the “UCC” or the “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to such term in the PPSA, as applicable, in all cases for the creation, extension, preservation or betterment of the Liens of the Agent in the Collateral, (ii) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under the PPSA, including, without limitation, where applicable, financing statements and financing change statements, and (iii) all references to the United States, or any state thereof, or to any subdivision, department, agency or instrumentality thereof shall be deemed to refer also to Canada, any province or territory thereof or to any subdivision, department, agency or instrumentality thereof.

SECTION 1.3 Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, unless otherwise specified herein the word “from” means “from and including” and the words “to” and “until” each

means “to but excluding”.

SECTION 1.4 Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP consistent with those applied in the preparation of the financial statements referred to in Section 7.2. Notwithstanding anything to the contrary contained in the definition of “Capital Lease Obligations,” any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2015, such lease shall not be considered a capital lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

ARTICLE II.

AMOUNTS AND TERMS OF THE TERM LOANS

SECTION 2.1 The Term Loans.

(a)

Initial Term Loan. The Initial Term Loan Lenders agree, on the terms and conditions hereinafter set forth, to make the Initial Term Loan in an amount equal to each such Initial Term Loan Lender’s applicable Initial Term Loan Commitment, and such Initial Term Loan shall be advanced by the Initial Term Loan Lenders to the Borrowers in one draw on the Closing Date in an amount equal to 95% of the Initial Face Amount, reflecting the Origination Discount set forth in Section 2.2, less any costs, fees, and expenses incurred by Agent on or prior to the Closing Date required to be paid to the Agent as provided herein. The Initial Term Loan shall be payable in accordance with Sections 2.3 and 3.1 hereof and all outstanding principal thereof, together with accrued and unpaid interest and other fees thereon, shall mature and be due and payable on the Maturity Date.

(b)

Delayed Term Loan. Upon request from the Borrower during the Delayed Term Loan Request Period, and subject to the conditions in Section 5.2, the Delayed Term Loan Lenders shall, on the terms and conditions hereinafter set forth, make the Delayed Term Loan in an amount equal to each such Delayed Term Loan Lender’s Delayed Term Loan Commitment, and the Delayed Term Loan shall be advanced by the Delayed Term Loan Lenders in an amount equal to 95% of the Delayed Term Loan Face Amount, less any cost, fees, and expenses to be paid to the Agent as provided herein and reasonable and documented legal fees, costs, and outstanding expenses incurred by Agent and Lender hereunder and required to be reimbursed pursuant to the terms hereof. The Delayed Term Loan shall rank pari passu in right of payment with the Initial Term Loan and be secured on a pari passu basis with the Initial Term Loan and shall be subject to the same terms and secured by the same Collateral that secures the Initial Term Loan. The Delayed Term Loan shall be payable in accordance with Sections 2.3 and 3.1 hereof and all outstanding principal thereof, together with accrued and unpaid interest and other fees thereon, shall mature and be due and payable on the Maturity Date.

(c)

2025 Incremental Term LoansLoan.

(i)

Pelorus Refinancing Incremental Term Loan. [***], the Borrowers may by written notice to the Agent (whereupon the Agent shall promptly deliver a

copy to each Lender) request a one-time extension of a new Commitment from the Lenders (such new Commitment, the “Pelorus Refinancing Incremental Commitment”) to refinance the Pelorus Facility [***]. The notice delivered pursuant to this Section 2.1(c)(i) shall specify (A) the date on which the Borrowers propose that the proposed Pelorus Refinancing Incremental Commitment shall be effective, (B) the total amount of the Pelorus Refinancing Incremental Commitment requested by the Borrowers and (C) calculations demonstrating that after giving effect to the making of the Incremental Term Loan pursuant to such Pelorus Refinancing Incremental Commitment (and inclusion of the Pelorus Borrowers as Borrowers hereunder) the pro forma Total Debt to Adjusted EBITDA Ratio is less than 4.0:1.0. The right to provide the Pelorus Refinancing Incremental Commitment shall first be offered to the existing Lenders based on their Applicable Percentages (and, to the extent any such Lender declines to participate to the full extent of such Lender’s Applicable Percentage of such Pelorus Refinancing Incremental Commitment, such uncommitted portion shall thereafter be offered (A) next to the Lenders participating to the full extent of their Applicable Percentage, based on their Applicable Percentage, and (B) finally to other Persons that are acceptable to the Agent (and, to the extent such other Person is not an Eligible Assignee, acceptable to the Borrowers). Each Lender shall have the option in its sole discretion, and shall not be required, to participate in the Pelorus Refinancing Incremental Commitment based on its Applicable Percentage or such lesser amount as it so offers; [***] participate in the Pelorus Refinancing Incremental Commitment based on the amount set forth next to its name in such financing proposal submitted by the Agent.

. The 2025 Incremental Term Loan Lenders agree, on the terms and conditions hereinafter set forth, to make the 2025 Incremental Term Loan in an amount equal to each such 2025 Incremental Term Loan Lender’s Applicable Percentage (Incremental) of the 2025 Incremental Term Loan Commitment, and such 2025 Incremental Term Loan shall be advanced by the 2025 Incremental Term Loan Lenders to the Borrowers in one draw on the Second Amendment Effective Date in an amount equal to 95% of the 2025 Incremental Face Amount, reflecting the Origination Discount set forth in Section 2.2, less any costs, fees, and expenses incurred by Agent on or prior to the Second Amendment Effective Date required to be paid to the Agent as provided herein. The 2025 Incremental Term Loan shall rank pari passu in right of payment with the Initial Term Loan and the Delayed Term Loan and be secured on a pari passu basis with the Initial Term Loan and the Delayed Term Loan and shall be subject to the same terms and secured by the same Collateral that secures the Initial Term Loan and the Delayed Term Loan. The 2025 Incremental Term Loan shall be payable in accordance with Sections 2.3 and 3.1 hereof and all outstanding principal thereof, together with accrued and unpaid interest and other fees thereon, shall mature and be due and payable on the Maturity Date.

(d) Specified Acquisition Delayed Term Loan. Upon request from the Borrower during the Specified Acquisition Delayed Term Loan Request Period, and subject to the conditions in Section 5.4, the Specified Acquisition Delayed Term Loan Lenders shall, on the terms and conditions hereinafter set forth, make the Specified Acquisition Delayed Term Loan in an amount equal to each such Specified Acquisition Delayed Term Loan Lender’s Specified Acquisition Delayed Term Loan Commitment, and the Specified Acquisition Delayed Term Loan shall be advanced by the Specified Acquisition Delayed Term Loan Lenders in an amount equal to 95% of the Specified Acquisition Delayed Term Loan Face Amount, less any cost, fees, and expenses to be paid to the Agent as provided herein and reasonable and documented legal fees, costs, and

outstanding expenses incurred by Agent and Lender hereunder and required to be reimbursed pursuant to the terms hereof. The Specified Acquisition Delayed Term Loan shall rank pari passu in right of payment with the Initial Term Loan and be secured on a pari passu basis with the Initial Term Loan and shall be subject to the same terms and secured by the same Collateral that secures the Initial Term Loan. The Specified Acquisition Delayed Term Loan shall be payable in accordance with Sections 2.3 and 3.1 hereof and all outstanding principal thereof, together with accrued and unpaid interest and other fees thereon, shall mature and be due and payable on the Maturity Date.

(e) (ii) OtherAdditional Incremental Term Loans. From time to time, the Borrowers may by written notice to the Agent (whereupon the Agent shall promptly deliver a copy to each Lender) request an extension of a new Commitment from the Lenders (such new Commitment, an “Additional Incremental Commitment”, and together with any other Additional Incremental Commitment and the Pelorus Refinancing Incremental Commitment, the “Incremental Commitments”). The notice delivered pursuant to this Section 2.1(c)(iie) shall specify (A) the date on which the Borrowers propose that the proposed Additional Incremental Commitment shall be effective and (B) the total amount of the Additional Incremental Commitment requested by the Borrowers. Each 2025 Incremental Term Loan Lender shall have the option in its sole discretion, and shall not be required, to participate in the Additional Incremental Commitment based on its Applicable Percentage (Incremental) or such lesser amount as it so offers. The right to provide any Incremental Commitment shall first be offered to the existing Lenders based on their Applicable Percentages (and, to the extent any such Lender declines to participate to the full extent of such Lender’s Applicable Percentage of such Incremental Commitment, such uncommitted portion shall thereafter be offered (A) next to the Lenders participating to the full extent of their Applicable Percentage, based on their Applicable Percentage, and (B) finally to other Persons that are acceptable to the Agent (and, to the extent such other Person is not an Eligible Assignee, acceptable to the Borrowers).

(i)

(iii) Terms and Conditions of Additional Incremental Commitment. Each Additional Incremental Commitment shall be effected pursuant to an amendment (an “Additional Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, the Pelorus Borrowers, the Agent and the applicable Lenders, to, among other things, (i) appropriately include any credit commitments or extensions contemplated by this Section 2.1(ce), including to provide that any Additional Incremental Term Loans shall share in the optional and mandatory prepayments and commitment reductions on a pro rata basis with the then outstanding Term Loans and (ii) with respect to the Pelorus Refinancing Incremental Commitment, provide for modifications to relevant covenant thresholds and baskets to be negotiated in good faith by the parties and which are commensurate with the additional credit support provided by the Pelorus Borrowers becoming Borrower Parties, taking into account the business conditions of the Loan Parties and their Subsidiaries at such time. The terms of the Additional Incremental Commitment (which shall be set forth in the relevant Additional Incremental Amendment) shall be determined by the Borrowers and the applicable Lenders providing the applicable Additional Incremental Commitment, but in any event shall require (i) with respect to the Pelorus Refinancing Incremental Commitment, that: (A) the joinder of the Pelorus Borrowers as Borrowers hereunder and the grant of a first lien security interest in the assets securing the Pelorus Facility pursuant to Section 7.12 to secure the financing by the applicable

Lenders pursuant to this Section 2.1(c), (B) upon consummation of the financing by the applicable Lenders pursuant to this Section 2.1(c), the Pelorus Facility shall have been terminated and repaid in full and all liens granted in connection therewith shall have been terminated and (C) no Default or Event of Default shall have occurred or be continuing or would result therefrom or from the making of the additional Term Loans and the use of proceeds therefore, and (ii) with respect tothat: (A) in the case of any Additional Incremental Commitment, that: (A) up to an aggregate amount not to exceed the Additional Incremental Cap, the Agent shall have consented to the incurrence of such Additional Incremental Commitment, and for any Additional Incremental Commitment in excess of the Additional Incremental Cap, the Required Lenders shall have consented to the incurrence of such Additional Incremental Commitment, (B) no Default or Event of Default shall have occurred or be continuing or would result therefrom or from the making of the additionalAdditional Incremental Term Loans and the use of proceeds therefore and (C) payment of any transaction costs and expenses of Borrowers and any fees required by the Agent and/or the Lenders, and previously agreed to in writing by the Borrowers, providing the Additional Incremental Amendment. Each Additional Incremental Commitment shall become effective as of the date of the applicable Additional Incremental Amendment (an “Increase Effective Date”), and the applicableAdditional Incremental Term Loans shall be funded on the applicable Increase Effective Date. On each Increase Effective Date, Schedule 1.1(a) shall be deemed to have been amended to reflect the applicable Incremental Commitment of the Lenders as provided in the applicable Incremental Amendment.

(ii)

(iv) Equal and Ratable Benefit. Each Additional Incremental Term Loan and each Additional Incremental Commitment established pursuant to this Section shall constitute Term Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably in right of payment from the guarantees and security interests created under the Loan Documents. The Borrowers shall take any actions reasonably required by the Agent and the Lenders advancing any such Additional Incremental Term Loans to ensure and/or demonstrate that the security interests granted under the Loan Documents continue to be perfected after giving effect to the establishment of any such newAdditional Incremental Term Loans or Additional Incremental Commitments.

SECTION 2.2 Origination Discount. Each Borrower acknowledges that the Term Loan will be funded with a non-refundable discount (the “Origination Discount”) of five percent (5%) of the Initial Face Amount and, if applicable, the Delayed Term Loan Face Amount, and the 2025 Incremental Face Amount, inclusive of all finally allocated commitments. The Origination Discount shall be reflected as a dollar-for-dollar reduction in the advance of the Initial Term Loan on the Closing Date and, if applicable, of the Delayed Term Loan on the Delayed Term Loan Effective Date and of the 2025 Incremental Term Loan on the Second Amendment Effective Date, as applicable. The parties intend that the Origination Discount shall be treated as consideration for the use or forbearance of money. The Borrowers and Lenders acknowledge that the Origination Discount will constitute original issue discount (as that term is used in Section 1273(a) of the Code) solely for U.S. federal, state and local income tax purposes and, as such, is not being advanced to the Borrowers.

SECTION 2.3 Interest. The Initial Term Loan shall bear interest from and including the Closing Date, at the Interest Rate. The Delayed Term Loan shall bear interest from the Delayed Term Loan Effective Date, at the Interest Rate. The 2025 Incremental Term Loan

shall bear interest from the Second Amendment Effective Date, at the Interest Rate. The Borrowers promise to pay interest on the outstanding principal balance of the Term Loans in cash in arrears on each Payment Date with respect thereto, as set forth in Section 3.1(a) below. Automatically upon the occurrence and during the continuance of any Event of Default described in Section 9.1(a)-(c) and Section 9.01(j), and at the written election of the Agent (at the direction of the Required Lenders) following the occurrence and during the continuance of any other Event of Default, the Term Loan shall bear interest at the Default Rate on the then on the outstanding principal balance of the Term Loans and shall be paid in cash in accordance with Section 3.1(e). If the Default Rate applies pursuant hereto, then, at the election of the Agent (acting at the direction of the Required Lenders), the Default Rate shall be deemed to accrue commencing on the date of the breach or event giving rise to the applicable Event of Default.

All computations of interest hereunder shall be made on the basis of a year of the actual number of days elapsed of a year of 360 days and (including the first day but excluding the last day) occurring in the period for which such interest is payable.

For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contain fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields.

ARTICLE III. PAYMENTS, PREPAYMENTS, TAXES

SECTION 3.1 Payments and Computations.

(a)

Whenever any Payment Date shall occur on or any other payment hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may be.

(b)

If the Agent accelerates the Obligations prior to the Maturity Date as a result of the occurrence of an Event of Default that is ongoing, then the outstanding principal balance of the Term Loans (including for the avoidance of doubt, any, accrued and unpaid interest (including interest at the Default Rate, if applicable) and any premium pursuant to Section 3.2), shall automatically become due and payable.

(c)

The Borrowers shall make each payment under this Agreement not later than 2:00 p.m. (New York City time) on the day when due, by wire, in Dollars and in immediately available funds to the Payment Account.

(d)

Exit Fee. In connection with any payment, in part or in full, of the outstanding principal balance of the Term Loans, including but not limited to payments made as a result of acceleration, voluntary prepayment, mandatory prepayment or maturity, Borrower shall pay to the Agent, for the benefit of itself and the Lenders, a fee (the “Exit Fee”) equal to the Exit

Fee Percentage on the outstanding principal balance of the Term Loans so paid, which shall be due and payable upon such payment of the Term Loan.

(e)

Payments of Interest. (a) On each Payment Date until the Maturity Date (subject to Section 3.1(a)), the Borrowers shall pay all accrued and unpaid interest and (b) on the date of any payment of principal, the Borrowers shall pay all accrued and unpaid interest as to the amount of principal so paid.

SECTION 3.2 Prepayments.

(a)

Voluntary Prepayments. The Borrowers may upon prior written notice to the Agent, prepay the outstanding principal balance of the Term Loans or any portion thereof, in a minimum amount of One Million Dollars ($1,000,000), together with accrued interest on the amount so prepaid, without penalty or premium (other than payment of the Exit Fee, as provided in Section 3.1(d)). Such notice shall be irrevocable and the payment amount specified in such notice shall be due and payable on the prepayment date described in such notice.

(b)

Mandatory Prepayments.

(i)

Upon the receipt by any Borrower Party of any Extraordinary Receipts, the Borrowers shall make a prepayment of the Term Loans in an amount equal to the Net Cash Proceeds received in respect of such Extraordinary Receipts; provided that, so long as no Event of Default has occurred and is then continuing, if the Borrower Representative shall deliver a certificate to the Agent in form and substance satisfactory to the Agent (including a proposed estimate of expenses and use of proceeds) within five (5) days after the receipt of such Extraordinary Receipts relating to a loss, destruction or taking, as the case may be (the “Loss Event”), requesting that the Net Cash Proceeds from insurance or condemnation proceeds arising from such Loss Event be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 180 days after the date of receipt thereof (or such longer period as commercially reasonable to replace, repair or restore such properties or assets as consented to by Agent (such date, as applicable, the “Reinvestment Termination Date”)), then if the Agent shall consent in writing (such consent limited to Net Cash Proceeds resulting from insurance or condemnation proceeds which, individually, exceed $100,000) to such use of proceeds, Borrower shall use such proceeds to so replace, repair or restore such properties in a manner reasonably satisfactory to Agent, subject to the limitation that upon the occurrence of the Reinvestment Termination Date or the occurrence of an Event of Default, such Net Cash Proceeds, if not theretofore so used as contemplated by this Section 3.2(b), shall be used to prepay the Obligations; provided that, if together with such notice provided to the Agent the Borrowers demonstrate that, both immediately before and after giving effect the proposed reinvestment, the Borrowers would maintain a Borrower Total Debt to Adjusted EBITDA Ratio of less than 3.5:1.0, then the Agent’s consent shall not be required in connection with the reinvestment of such Net Cash Proceeds..

(ii)

Upon the receipt by any Borrower Party of the Net Cash Proceeds of any Permitted Third-Party Mortgage Debt, the Borrowers shall make a prepayment of the Term Loan in an amount equal to such Net Cash Proceeds.

(iii)

Not later than ninety (90) days after the Agent has informed the Borrower Representative that a Change in Law has occurred and as a result the Agent (at the

direction of the Required Lenders) has elected to accelerate the Obligations, the Borrowers shall prepay the outstanding principal balance of the Term Loans, together with accrued and outstanding interest thereon and all other outstanding payment Obligations (including the Exit Fee), to the Agent for the benefit of the Lenders. Notwithstanding anything to the contrary set forth herein, from and after the date of delivery by the Agent of the notice contemplated by this Section 3.2(b)(iii) and until prepayment of the Obligations as provided herein, the BorrowerLoan Parties shall not take any action which is prohibited under this Agreement at any time that a Default or Event of Default has occurred and is ongoing.

SECTION 3.3 Taxes.

(a)

Any and all payments by or on account of any obligation of the Borrowers under the Termany Loan Document shall be made, in accordance with Section 3.1, free and clear of and without deduction for any Taxes, except as required by Requirements of Law. If the Borrowers shall be required by Requirements of Law (as determined in the good faith discretion of the applicable Borrower Party) to deduct or withhold any amounts from or in respect of any sum payable under the Term Loans to the Lenders, (A) solely with respect to any deduction or withholding of Indemnified Taxes, the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section 3.3) the Lenders receive an amount equal to the sum they would have received had no such deductions or withholdings been made,

(B) the Borrowers shall make such deductions or withholdings and (C) the Borrowers shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law. The Borrowers further agree to pay to the relevant Governmental Authority any present or future stamp, documentary or similar taxes which arise from the execution, delivery or registration of this Agreement or the Notes or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (collectively, “Other Taxes”).

(b)

The Borrowers will indemnify Agent and Lenders for the full amounts of Indemnified Taxes for which additional amounts are payable pursuant to Section 3.3(a) (including, without limitation, any Indemnified Taxes imposed by any jurisdiction on amounts payable under this Section 3.3) paid by the Lenders and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such amounts were correctly or legally asserted (without duplication of any amounts payable pursuant to Section 3.3(a)).

(c)

Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower Representative and the Agent, at the time or times reasonably requested by the Borrower Representative or the Agent, such properly completed and executed documentation reasonably requested by the Borrower Representative or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower Representative or the Agent, shall deliver such other documentation prescribed by Requirements of Law or reasonably requested by the Borrower Representative or the Agent as will enable the Borrowers or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower Representative

and the Agent in writing of its legal inability to do so.

(i)

Without limiting the generality of the foregoing, in the event that any Borrower is a U.S. BorrowerUS Person,

(A)

any Lender that is a U.S. Person shall deliver to the Borrower Representative and Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of any Borrower or Agent), two (2) duly completed and executed copies of IRS Form W-9 certifying that such Lender is exempt from

U.S. federal backup withholding Tax;

(B)

(1)

in the case of a Non-US Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement or any Loan Document, two (2) duly completed and executed copies of IRS Form W-8BEN or W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under this Agreement or any Loan Document, two (2) duly completed and executed copies of IRS Form W-8BEN or W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)

two (2) duly completed and executed copies of IRS Form W-8ECI;

(3)

in the case of a Non-US Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) two (2) duly completed and executed copies of a certificate substantially in form and content satisfactory to the Borrower Representative to the effect that such Non-US Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) two (2) duly completed and executed copies of IRS Form W-8BEN or W-8BEN-E (as applicable); or

(4)

to the extent a Non-US Lender is not the beneficial owner, two (2) duly completed and executed copies of IRS Form W-8IMY,

accompanied by two (2) duly completed and executed copies of IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E (as applicable), two (2) duly completed and executed copies of a U.S. Tax Compliance Certificate substantially in form and content satisfactory to the Borrower, two (2) duly completed and executed copies of IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-US Lender is a partnership and one or more direct or indirect partners of such Non-US Lender are claiming the portfolio interest exemption, such Non-US Lender may provide two (2) duly completed and executed copies of a U.S. Tax Compliance Certificate substantially in form and content satisfactory to the Borrower Representative on behalf of each such direct and indirect partner;

(C)

any Non-US Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative and Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-US Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or Agent), executed copies of any other form required by Requirements of Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be required by Requirements of Law to permit the Borrowers or Agent to determine the withholding or deduction required to be made; and

(D)

If a payment to a Lender under this Agreement or any Loan Document would be subject to U.S. Federal withholding Taxes imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower Representative and Agent at the time or times required by Requirements of Law and at such time or times reasonably requested by the Borrower Representative or Agent such documentation required by Requirements of Law (including as required by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower Representative or Agent as may be necessary for the Borrowers and Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(d)

If any party determines that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this

paragraph (d) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 3.3(d), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 3.3(d) the payment of which would place the indemnified party in a less favorable net after-tax position than the indemnified party would have been in if the Taxes subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Taxes had never been paid. This Section 3.3(d) shall not be construed to require any indemnified party to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(e)

Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the parties contained in this Section 3.3 shall survive the payment in full of principal and interest on the Term Loans.

SECTION 3.4 Joint and Several Obligations.

(a)

All Obligations shall constitute joint and several obligations of the Borrowers and shall be secured by the Agent’s security interest and Lien upon all of the Collateral, and by all other security interests and Liens heretofore, now or at any time hereafter granted by the Borrowers to the Agent to the extent provided in the Loan Documents under which such Lien arises. Each Borrower expressly represents and acknowledges that any financial accommodations by the Agent or any Lender to any other Borrower hereunder and under the other Loan Documents are and will be of direct and indirect interest, benefit and advantage to such Borrower. Each Borrower acknowledges that any notice given by any other Borrower to the Agent or any Lender shall bind each Borrower, and that any notice given by the Agent or any Lender to any Borrower shall be effective with respect to each Borrower. Each Borrower acknowledges and agrees that each Borrower shall be liable, on a joint and several basis, for the Term Loans and all other Obligations, regardless of which Borrower actually may have received the proceeds of the Term Loans or other extensions of credit or the amount of the Term Loans or other extensions of credit received or the manner in which the Agent or any Lender accounts among the Borrowers for the Term Loans or other Obligations on its books and records, and further acknowledges and agrees that the Term Loans and other extensions of credit to any Borrower inure to the mutual benefit of all of the Borrowers and that each of the Agent and Lenders is relying on the joint and several liability of the Borrowers in extending the Term Loans and other financial accommodations under the Loan Documents.

(b)

Each Borrower shall be entitled to subrogation and contribution rights from and against the other Borrowers to the extent any Borrower is required to pay to the Agent or Lenders any amount in excess of the Term Loans directly to, or other Obligations incurred directly by, such Borrower or as otherwise available under applicable law; provided, however, that such subrogation and contribution rights are and shall be subject to the terms and conditions of Sections 3.4(c), 3.4(d), 3.4(f) and 3.4(g).

(c)

Each Borrower, and by its acceptance of this Agreement, each of the Agent and the Lenders hereby confirms that it is the intention of all such Persons that this Agreement and the Obligations of each Borrower hereunder not constitute a fraudulent transfer or conveyance

for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act (the “UFCA”), the Uniform Fraudulent Transfer Act (the “UFTA”) or any other federal, state or foreign (including Canada) bankruptcy, insolvency, receivership or similar law to the extent applicable to this Agreement and the Obligations of each Borrower hereunder (collectively, the “Avoidance Provisions”). To effectuate the foregoing intention, each of the Agent and the Lenders, by its acceptance of this Agreement, and Borrower hereby irrevocably agree that the Obligations of each Borrower under this Agreement at any time shall be limited to the maximum amount as will result in the Obligations of such Borrower under this Agreement not constituting a fraudulent transfer or conveyance (such Borrower’s “Maximum Borrower Liability”). This Section 3.4(c) is intended solely to preserve the rights hereunder of the Agent, each Lender and any other Person holding any of the Obligations to the maximum extent that would not cause the obligations of the Borrowers hereunder to be subject to avoidance under any Avoidance Provisions, and none of the Borrowers nor any other Person shall have any right, defense, offset, or claim under this Section 3.4(c) as against the Agent, any Lender or any other Person holding any of the Obligations that would not otherwise be available to such Person under the Avoidance Provisions.

(d)

To the extent that any Borrower shall, under this Agreement, make a payment of a portion of the Obligations (each, an “Obligor’s Payment”), then, without limiting its rights of subrogation against any other Borrower, such Borrower shall be entitled to contribution and indemnification from, and be reimbursed by, each other Borrower and the Guarantors (collectively, the “Contributing Parties”) in an amount, for each such Contributing Party, equal to a fraction of such Obligor’s Payment, the numerator of which fraction is such Contributing Party’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Contributing Parties. As of any date of determination, the “Allocable Amount” of each Contributing Party shall be equal to the maximum amount of liability which could be asserted against such Contributing Party hereunder with respect to the applicable Obligor’s Payment without (i) rendering such Contributing Party “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code or Section 2 of either the UFTA or the UFCA, (ii) leaving such Contributing Party with unreasonably small capital, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA or Section 5 of the UFCA, or (iii) leaving such Contributing Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA or Section 6 of the UFCA. Each Borrower’s right of contribution shall be subject to the terms and conditions of Sections 3.4(f) and 3.4(g). The provisions of this Section 3.4 shall in no respect limit the obligations and liabilities of any Borrower to any Secured Creditor, and each Borrower shall remain liable to each Secured Creditor for the full amount guaranteed by such Borrower hereunder. Notwithstanding the foregoing, no provision of this Section 3.4(d) shall limit any Borrower’s liability for any portion of the Term Loans advanced directly or indirectly to it under this Agreement.

(e)

Each Borrower agrees that the Obligations may at any time and from time to time exceed the Maximum Borrower Liability of such Borrower and may exceed the aggregate Maximum Borrower Liability of all Borrowers hereunder, without impairing this Agreement or any provision contained herein or affecting the rights and remedies of any Secured Creditor hereunder.

(f)

No Borrower will exercise any rights which it may acquire by way of subrogation hereunder or under any other Loan Document or at law by any payment made hereunder or otherwise, nor shall any Borrower seek or be entitled to seek any contribution or reimbursement from any other Borrower in respect of payments made by such Borrower hereunder or under any other Loan Document, until all amounts owing to Secured Creditors on account of the Obligations are paid in full in cash (other than inchoate obligations for indemnification or unasserted claims for reimbursement). If any amounts shall be paid to any Borrower on account of such subrogation or contribution rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Borrower in trust for Secured Creditors, segregated from other funds of such Borrower, and shall, forthwith upon receipt by such Borrower, be turned over to the Agent, for the benefit of Secured Creditors, in the exact form received by such Borrower (duly endorsed by such Borrower to the Agent, if required), to be applied against the Obligations, whether matured or unmatured, as provided for herein.

(g)

Nothing in this Section 3.4 shall affect any Borrower’s joint and several liability to Secured Creditors for the entire amount of its Obligations. Each Borrower covenants

and agrees that its right to receive any contribution hereunder from a Borrower shall be subordinate and junior in right of payment to all obligations of the Borrowers to Secured Creditors under the Loan Documents.

ARTICLE IV. SECURITY

SECTION 4.1 Grant of Security Interest. The Loan Parties have entered into the Security Agreement and, the Pledge Agreement, and the Canadian Pledge and Security Agreement, as applicable, each in favor of the Agent, on behalf of the Lenders, to grant to the Agent a first priority lien (subject to Permitted Liens) and security interest in the Collateral (including certain Equity Interests owned by the Loan Parties (the “Pledged Equity”)), in each case, to secure prompt repayment of any and all Obligations and in order to secure prompt performance by Borrowerthe Loan Parties of their covenants and duties under the Loan Documents. Following any Event of Default hereunder (and during the continuance thereof), the Agent will immediately have the right to exercise the remedies set forth in Article X hereof, in addition to exercising any and all of its other rights and remedies under Requirements of Law, hereunder and under the other Loan Documents.

SECTION 4.2 Delivery of Additional Documentation Required. The Loan Parties shall, to the extent applicable, execute and deliver to the Agent, on behalf of the Lenders, at any time and from time to time at the reasonable request of the Agent, all financing statements, continuation financing statements, fixture filings, security agreements, assignments, endorsements of certificates of title, applications for title, affidavits, reports, notices, schedules of accounts, letters of authority, Real Property Deliverables, and all other documents that the Agent may reasonably request, in form reasonably satisfactory to the Agent, to perfect and maintain perfection of the Agent’s security interests in the Collateral (including for the avoidance of doubt, Real Property Collateral) and in order to fully consummate all of the transactions contemplated under the Loan Documents.

SECTION 4.3 Release of Security Interest. Upon the payment in full in cash of the outstanding Obligations (other than inchoate obligations for indemnification or unasserted claims for reimbursement), the security interests granted pursuant to Loan Documents shall automatically terminate (other than provisions therein that are expressly intended to survive), the Borrower PartiesBorrowers (or their designee) shall be authorized to file evidence of termination of the same. Upon the permitted Disposition of any Collateral of any Borrower Party pursuant to the terms of Section 8.8, the security interests granted in such applicable Collateral pursuant to Loan Documents shall automatically terminate. The Agent and the Lenders agree to, at the sole expense of the Borrowers, execute and deliver such releases of the security interest in the Collateral as may be reasonably requested by the Borrowers.

ARTICLE V. CONDITIONS OF LENDING

SECTION 5.1 Conditions Precedent to the Initial Term Loan. The obligation of the Lenders to make the Initial Term Loan on the Closing Date is subject to the conditions precedent that:

(a)

Agent shall have received on the Closing Date, in satisfactory form and

substance:

(i)

To the extent requested by any Lender, a Note duly executed by the

Borrowers in favor of such Lender in the amount of such Lender’s applicable commitment in respect of the Term Loan on the Closing Date;

(ii)

this Agreement, duly executed by the Borrowers;

(iii)

(A) certificate of an Authorized Officer of each Loan Party certifying and attaching as applicable: (i) the articles of incorporation/certificate of formation, as applicable, and all amendments thereto, and if applicable, certified by the secretary of the state of formation, (ii) bylaws/operating agreement, as applicable, and all amendments thereto, (iii) resolutions of the board of directors, managers, managing-members or other governing body of each Loan Party authorizing the entering into of this Agreement and the other Loan Documents, and (iv) the incumbency and signatures of the officers or representatives executing this Agreement and the other Loan Documents; and (B) a certificate of the Chief Financial Officer of Parent, certifying as to Solvency of the Loan Parties and their Subsidiaries;

(iv)

the Pledge Agreement;

(v)

the Security Agreement;

(vi)

the Landlord Waivers;

(vii)

an opinion or opinions of counsel for the Borrowers, dated as of the Closing Date and addressed to the Agent and the Lenders, in form and substance acceptable to the Agent;

(viii)

the Perfection Certificate;

(ix)

the DACAs;

(x)

the Omnibus Collateral Assignment;

(xi)

with respect to each Real Property owned by a Borrower Party, the Real Property Deliverables;

(xii)

all consents or approvals required pursuant to Section 6.26 hereof;

and

(xiii)

evidence satisfactory to the Lenders of the filing of appropriate

financing statements on Form UCC-1 in such office or offices as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect the security interests purported to be created by the Security Agreement.

(b)

The Borrowers shall have paid all fees and expenses payable on or before the Closing Date as required by this Agreement or any other Loan Document (including pursuant to the Fee Letter) including [***], reasonable and documented out-of-pocket fees, charges, and

disbursements of outside counsel to the Agent (directly to such counsel if requested by the Agent) to the extent invoiced at least one (1) Business Day prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (such additional amounts, the “Estimated Legal Fees”) (provided that such estimate shall not thereafter preclude a final settling of accounts between Agent and Borrowers [***]).

(c)

The Agent shall have received, in satisfactory form and substance, certificates evidencing the Borrower PartiesBorrowers general commercial liability and casualty insurance policies.

(d)

(i) On the Closing Date, the Borrower PartiesBorrowers shall have no outstanding Debt other than the Term Loans hereunder and Debt otherwise permitted by Section 8.2, and the Agent shall have received copies of all documentation and instruments evidencing the discharge of all Debt repaid in connection with the transactions contemplated by this Agreement, including the Refinanced Debt, and (ii) all Liens securing payment of any such Debt shall have been (or will, immediately following funding of the Term Loan hereunder be) released and the Agent shall have received payoff letters, form UCC-3 termination statements, releases or terminations of intellectual property security agreements and deposit account control agreements and any other instruments as may be reasonably requested by the Agent to effectuate such release.

(e)

The Agent shall have received each other Loan Document not referenced in this Section 5.1 (if any) and such other documents and instruments with respect to the transactions contemplated hereby as the Agent may reasonably request.

SECTION 5.2 Conditions Precedent to the Delayed Term Loan. The obligation of the Delayed Term Loan Lenders to make any Delayed Term Loan is subject to the fulfillment (or waiver by the Agent (acting at the direction of the Required Lenders)) in a manner reasonably satisfactory to the Agent, of each of the following conditions precedent:

(a)

The Borrowers shall have paid all fees, costs, and expenses then payable by the Borrowers pursuant to this Agreement and the other Loan Documents, including, without limitation, pursuant to Section 11.5 hereof;

(b)

The Borrowers shall deliver to the Agent a fully executed Funding Notice for the Delayed Term Loan, during the Delayed Term Loan Request Period and no later than five

(5) days (or such shorter time as the Agent may agree in writing) in advance of the proposed Delayed Term Loan Effective Date, and, promptly upon receipt thereof, the Agent shall notify each Delayed Term Loan Lender of the proposed borrowing;

(c)

To the extent requested by any Delayed Term Loan Lender, a Note executed by the Borrowers in favor of such Delayed Term Loan Lender in the amount of such Delayed Term Loan Lender’s applicable Delayed Term Loan Commitment;

(d)

The Agent shall have received copies of all documentation and instruments evidencing the discharge of all Delayed Term Loan Refinanced Debt, and all Liens securing payment of any such Debt shall have been (or will, immediately following funding of the Term Loan hereunder be) released and the Agent shall have received payoff letters, form UCC-3

termination statements, releases or terminations of intellectual property security agreements and deposit account control agreements and any other instruments as may be reasonably requested by the Agent to effectuate such release;

(e)

The Borrowers shall have joined (or will, immediately following funding of the Delayed Term Loan hereunder join) the Michigan Joinder Parties as Borrowers hereunder and such Michigan Joinder Parties shall have (or will, immediately following funding of the Delayed Term Loan hereunder have) granted a first lien security interest (subject to Permitted Liens) in the Property of the Michigan Joinder Parties (and any pledge of Equity Interests) securing the Chicago Atlantic Facility to the Agent, for the benefit of the Lenders;

(f)

With respect to the Financing Indebtedness listed on Schedule 5.2(f) and, to the extent requested by the Agent, any other Financing Debt not disclosed in writing to the Agent on or before the Closing Date and owed by a Borrower Party, a Subordination Agreement in favor of the Agent in respect of each such Financing Debt;

(g)

With respect to the Pinnacle Seller Notes, enter into the Pinnacle Seller Notes Intercreditor;

(h)

The Michigan Joinder Parties shall have:

(i)

entered into a Joinder Agreement and supplement to the Pledge Agreement in accordance with the requirements of Section 7.12(a);

(ii)

with respect to any leased real property of any such Michigan Joinder Party, to the extent required under Section 7.11 of this Agreement, provided a Landlord Waiver in favor of the Agent with respect to such leased real property;

(iii)

delivered supplemental Perfection Certificate with respect to such Michigan Joinder Parties;

(iv)

delivered supplemental schedules to the Loan Agreement, Security Agreement and Pledge Agreement with respect to such Michigan Joinder Parties;

(v)

delivered DACAs with respect to each Bank Account of such Michigan Joinder Parties that is not an Excluded Account;

(vi)

entered into an Omnibus Collateral Assignment with respect to Material Contracts of such Michigan Joinder Parties;

(vii)

with respect to each Real Property owned by a Michigan Joinder Party and to the extent required by Section 7.12(c), the Real Property Deliverables relating to any Material Real Property of such Michigan Joinder Parties;

(viii)

delivered evidence satisfactory to the Lenders of the filing of appropriate financing statements on Form UCC-1 in such office or offices as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect the security interests purported to be created by the Security Agreement and the Pledge Agreement.

(ix)

Delivered (A) certificate of an Authorized Officer of each Michigan Joinder Party certifying and attaching as applicable: (i) the articles of incorporation/certificate of formation, as applicable, and all amendments thereto, and if applicable, certified by the secretary of the state of formation, (ii) bylaws/operating agreement, as applicable, and all amendments thereto, (iii) resolutions of the board of directors, managers, managing-members or other governing body of each Michigan Joinder Party authorizing the entering into of the Joinder Agreement to this Agreement and the other Loan Documents, and (iv) the incumbency and signatures of the officers or representatives executing the Joinder Agreement and the other Loan Documents executed on the Delayed Term Loan Effective Date; and (B) a certificate of the Chief Financial Officer of Parent, certifying as to Solvency of the Loan Parties and their Subsidiaries;

(i)

Agent shall have received an opinion or opinions of counsel for the Borrowers, dated as of the Delayed Term Loan Effective Date and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent;

(j)

The Agent shall have received evidence reasonably satisfactory to it of one of the following: (i) dismissal with prejudice of the KISA Case and the related judgment entered October 6, 2023 in the amount of $6,747,200 (the “KISA Judgment”), and, to the extent constituting a Lien on any Property of any Loan Party that is party to the KISA Case, a release, termination or discharge of any judgment Lien securing or obtained in connection the KISA Judgment, (ii) both (A) a first priority Lien (subject to Permitted Liens and the Lien priorities set forth in the Pinnacle Seller Notes Intercreditor) on and security interest in the Property of any Loan Party that is party to the KISA Case, either through effective transfer or assignment from Chicago Atlantic Admin, LLC to the Agent of the priority of Chicago Atlantic Admin, LLC’s in connection with the refinancing of the underlying debt pursuant to an assignment of the Chicago Atlantic Facility or in such other manner as is acceptable to the Agent, and (B) deposit in an escrow account on terms satisfactory to the Agent an amount equal to the difference between the amount of the KISA Judgment and the outstanding amount under the Pinnacle Seller Notes, or

(iii) both (A) with respect to the KISA Judgment, a stay of any enforcement of or execution on the KISA Judgment, on terms reasonably satisfactory to the Agent, entered by a court of competent jurisdiction and (B) either a deposit in an escrow account on terms satisfactory to the Agent, or posting with the court administering the KISA Case an amount equal to the difference between the amount of the KISA Judgment and the outstanding amount under the Pinnacle Seller Notes, which amount shall be provided by KISA Pinnacle and Spartan, pursuant to the Amended and Restated Memorandum of Agreement made and entered into as of October 26, 2023 between certain subsidiaries of US Parent, KISA Pinnacle and Spartan;

(k)

The following statements shall be true and correct and Borrower’s acceptance of the proceeds of the Delayed Term Loan, shall be deemed to be a representation and warranty by each applicable Borrower on the Delayed Term Loan Effective Date that: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to Agent or any Lender pursuant hereto or thereto on or prior to the Delayed Term Loan Effective Date are true and correct in all material respects (except that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects) on and as of such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date), (ii) at the time of an after giving effect to the making of the Delayed Term Loan, no

Event of Default has occurred and is continuing or would result from the making of the Delayed Term Loan to be made on such date and (iii) the other conditions set forth in this Section 5.2 have been satisfied as of the date of such request; and

(l)

The Agent shall have received a certificate of the Chief Financial Officer of the Borrower, certifying as to Solvency of the Loan Parties and their Subsidiaries.

The Agent, Lenders and Loan Parties agree that, to the extent of any conflict between the terms of this Section 5.2 and the conditions precedent set forth in the Joinder Agreement to be entered into by the Michigan Joinder Parties on the Delayed Term Loan Effective Date, the terms of this Section 5.2 shall govern.

SECTION 5.3 Conditions Precedent to the 2025 Incremental Term Loan. The obligation of the Lenders to make the 2025 Incremental Term Loan on the Second Amendment Effective Date is subject to the conditions precedent that:

(a)

Agent shall have received on the Second Amendment Effective Date, in satisfactory form and substance:

(i)

To the extent requested by any Lender, a Note duly executed by the Borrowers in favor of such Lender in the amount of such Lender’s applicable commitment in respect of the 2025 Incremental Term Loan on the Second Amendment Effective Date;

(ii)

the Second Amendment, duly executed by the Loan Parties;

(iii)

(A) certificate of an Authorized Officer of each Loan Party certifying and attaching as applicable: (i) the articles of incorporation/certificate of formation (or the equivalent thereof), as applicable, and all amendments thereto, and if applicable, certified by the secretary of the state of formation (or the equivalent thereof), (ii) bylaws/operating agreement (or the equivalent thereof), as applicable, and all amendments thereto, (iii) resolutions of the board of directors, managers, managing-members or other governing body of each Loan Party authorizing the entering into of this Agreement and the other Loan Documents to which such Loan Party is a party, and (iv) the incumbency and signatures of the officers or representatives executing this Agreement and the other Loan Documents; and (B) a certificate of the Chief Financial Officer or Chief Executive Officer of Parent, certifying as to Solvency of the Loan Parties and their Subsidiaries;

(iv)

Second Amendment Joinder Agreement;

(v)

the Canadian Pledge and Security Agreement;

(vi)

the Landlord Waivers for each leased location of a Second Amendment New Borrower;

(vii)

an opinion or opinions of counsel for the Borrowers, dated as of the Closing Date and addressed to the Agent and the Lenders, in form and substance acceptable to the Agent;

(viii)

the Perfection Certificate;

(ix)

the DACAs with respect to each Deposit Account of a Second Amendment New Borrower (other than Excluded Accounts);

(x)

the Omnibus Collateral Assignments;

(xi)

with respect to each Real Property owned by a Second Amendment New Borrower, the Real Property Deliverables;

(xii)

the Subordination Agreement with respect to the Ratio Seller Note, the Blue Ridge Seller Note, the TSND NJ Minority Member Note, and each other Subordination Agreement reasonably required by Agent;

(xiii)

all consents or approvals required pursuant to Section 6.26 hereof;

and

(xiv)

delivered evidence satisfactory to the Lenders of the filing of

appropriate financing statements on Form UCC-1 or PPSA Form 1C in such office or offices as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect the security interests purported to be created by the Security Agreement, the Pledge Agreement, and the Canadian Pledge and Security Agreement, as the case may be.

(b)

The Borrowers shall have paid [***] to Agent on May 5, 2025, all fees and expenses payable on or before the Second Amendment Effective Date as required by the Second Amendment or any other Loan Document (including pursuant to the Second Amendment Fee Letter) including, reasonable and documented out-of-pocket fees, charges, and disbursements of outside counsel to the Agent (directly to such counsel if requested by the Agent) to the extent invoiced at least one (1) Business Day prior to or on the Second Amendment Effective Date, plus Estimated Legal Fees (provided that such estimate shall not thereafter preclude a final settling of accounts between Agent and Borrowers[***]);

(c)

The Agent shall have received, in satisfactory form and substance, certificates evidencing the Second Amendment New Borrowers’ general commercial liability and casualty insurance policies and endorsements with respect to such policies as required pursuant to Section 7.7 hereof.

(d)

(i) On the Second Amendment Effective Date, the Borrowers shall have no outstanding Debt other than the Term Loans hereunder and Debt otherwise permitted by Section 8.2, and the Agent shall have received copies of all documentation and instruments evidencing the discharge of all Debt repaid in connection with the transactions contemplated by this Agreement, including the Second Amendment Refinanced Debt, and (ii) all Liens securing payment of any such Debt shall have been (or will, immediately following funding of the Term Loan hereunder be) released and the Agent shall have received payoff letters, form UCC-3 termination statements, PPSA termination statements (or the equivalent thereof), releases or terminations of intellectual property security agreements and deposit account control agreements and any other instruments as may be reasonably requested by the Agent to effectuate such release.

(e)

The Agent shall have received each other Loan Document and other document and instrument with respect to the transactions contemplated in the Second Amendment

as the Agent may reasonably request.

(f)

The following statements shall be true and correct and Borrower’s acceptance of the proceeds of the 2025 Incremental Term Loan, shall be deemed to be a representation and warranty by each applicable Borrower on the Second Amendment Effective Date that: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to Agent or any Lender pursuant hereto or thereto on or prior to the Second Amendment Effective Date are true and correct in all material respects (except that any representation or warranty which is subject to any materiality qualifier, Material Adverse Effect or other similar language shall be required to be true and correct in all respects) on and as of such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date), (ii) at the time of an after giving effect to the making of the 2025 Incremental Term Loan, no Event of Default has occurred and is continuing or would result from the making of the 2025 Incremental Term Loan to be made on such date and (iii) the other conditions set forth in this Section 5.3 have been satisfied as of the date of such request.

SECTION 5.4 Conditions Precedent to the Specified Acquisition Delayed Term Loan. The obligation of the Specified Acquisition Delayed Lenders to make the Specified Acquisition Delayed Term Loan is subject to the fulfillment (or waiver by the Agent (acting at the direction of the Required Lenders)) in a manner reasonably satisfactory to the Agent, of each of the following conditions precedent:

(a)

the Borrowers shall have paid all fees, costs, and expenses then payable by the Borrowers pursuant to this Agreement and the other Loan Documents, including, without limitation, pursuant to Section 11.5 hereof;

(b)

the Borrowers shall deliver to the Agent a fully executed Funding Notice for the Specified Acquisition Delayed Term Loan, during the Specified Acquisition Delayed Term Loan Request Period and no later than ten (10) Business Days (or such shorter time as the Agent may agree in writing) in advance of the proposed Specified Acquisition Delayed Term Loan Effective Date, and, promptly upon receipt thereof, the Agent shall notify each Specified Acquisition Delayed Term Loan Lender of the proposed borrowing;

(c)

to the extent requested by any Specified Acquisition Delayed Term Loan Lender, a Note executed by the Borrowers in favor of such Specified Acquisition Delayed Term Loan Lender in the amount of such Specified Acquisition Delayed Term Loan Lender’s applicable Specified Acquisition Delayed Term Loan Commitment;

(d)

the Agent shall have received copies of all documentation and instruments evidencing the discharge of all existing Debt of Union Chill, and all Liens securing payment of any such Debt shall have been (or will, immediately following funding of the Term Loan hereunder be) released and the Agent shall have received payoff letters, form UCC-3 termination statements, releases or terminations of intellectual property security agreements and deposit account control agreements and any other instruments as may be reasonably requested by the Agent to effectuate such release;

(e)

the Borrowers shall have joined (or will, immediately following funding of

the Delayed Term Loan hereunder join) the Subsidiary that pursuant to the Union Chill Acquisition Agreement will purchase any Equity Interests of Union Chill (“Union Chill Holdco”) as a Borrower hereunder and Union Chill Holdco shall have (or will, immediately following funding of the Specified Acquisition Delayed Term Loan hereunder have) granted a first lien security interest (subject to Permitted Liens) in the Property of Union Chill Holdco (including the pledge of the Equity Interests of Union Chill owned by Union Chill Holdco, [***]), and any pledge of Equity Interests of Union Chill Holdco owned by a Group Company, to the Agent, for the benefit of the Lenders, and shall have delivered such documentation requested by the Agent to effectuate the foregoing;

(f)

with respect to Union Chill Convertible Notes, a Subordination Agreement in favor of the Agent;

(g)

the Agent shall have received (i) copies of all Union Chill Acquisition Documents, which documents shall be in form and substance reasonably satisfactory to the Agent; provided, the Union Chill Acquisition Agreement dated May 5, 2025, and the forms of Union Chill Acquisition Documents attached thereto, provided to the Agent’s counsel prior tothe Second Amendment Effective Date, are deemed reasonably satisfactory to the Agent, (ii) a copy of the Second Amended and Restated Operating Agreement of Union Chill, with such modifications as reasonably requested by the Agent to permit the pledge by Union Chill Holdco of the Equity Interests of Union Chill and the exercise of rights and remedies related thereto and (iii) any additional information, officer’s certificates or other materials relating to such acquisition as reasonably requested by the Agent;

(h)

Union Chill Holdco shall have:

(i)

entered into a Joinder Agreement and supplement to the Pledge Agreement in accordance with the requirements of Section 7.12(a);

(ii)

with respect to any leased real property of Union Chill Holdco, to the extent required under Section 7.11 of this Agreement, provided a Landlord Waiver in favor of the Agent with respect to such leased real property;

(iii)

delivered a supplemental Perfection Certificate with respect to Union Chill Holdco and Union Chill;

(iv)

delivered supplemental schedules to the Loan Agreement, Security Agreement and Pledge Agreement with respect to Union Chill Holdco;

(v)

delivered DACAs with respect to each Bank Account of Union Chill Holdco that is not an Excluded Account;

(vi)

entered into (A) an Omnibus Collateral Assignment with respect to Material Contracts of Union Chill Holdco and Parent (to the extent related to the Specified Acquisition) and (B) an Omnibus Collateral Assignment of Acquisition Documents dated as of the Union Chill Delayed Term Loan Effective Date, executed by Parent, Union Chill Holdco and the sellers with respect to the Union Chill Acquisition Documents;

(vii)

with respect to each Real Property owned by Union Chill Holdco and to the extent required by Section 7.12(c), the Real Property Deliverables relating to any Material Real Property of Union Chill Holdco; and

(viii)

(ix)

delivered (A) certificate of an Authorized Officer of Union Chill Holdco certifying and attaching as applicable: (i) the articles of incorporation/certificate of formation, as applicable, and all amendments thereto, and if applicable, certified by the secretary of the state of formation, (ii) bylaws/operating agreement, as applicable, and all amendments thereto, (iii) resolutions of the board of directors, managers, managing-members or other governing body of Union Chill Holdco authorizing the entering into of the Joinder Agreement to this Agreement and the other Loan Documents, and (iv) the incumbency and signatures of the officers or representatives executing the Joinder Agreement and the other Loan Documents executed on the Specified Acquisition Delayed Term Loan Effective Date; and (B) a certificate of the Chief Financial Officer of Parent, certifying as to Solvency of the Loan Parties and their Subsidiaries;

(i)

the following statements shall be true and correct and Borrower’s acceptance of the proceeds of the Specified Acquisition Delayed Term Loan, shall be deemed to be a representation and warranty by each applicable Borrower on the Specified Acquisition Delayed Term Loan Effective Date that: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to Agent or any Lender pursuant hereto or thereto on or prior to the Specified Acquisition Delayed Term Loan Effective Date are true and correct in all material respects (except that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects) on and as of such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date), (ii) at the time of an after giving effect to the making of the Specified Acquisition Delayed Term Loan, no Event of Default has occurred and is continuing or would result from the making of the Specified Acquisition Delayed Term Loan to be made on such date and (iii) the other conditions set forth in this Section 5.4 have been satisfied as of the date of such request;

(j)

the Agent shall have received a certificate of the Chief Financial Officer or Chief Executive Officer of the Borrower Representative, certifying as to Solvency of the Loan Parties and their Subsidiaries;

(k)

at the time of and after giving effect to the making of the Specified Acquisition Delayed Term Loan, no Material Adverse Event has occurred and is continuing or could reasonably be expected to result from the making of the Specified Acquisition Delayed Term Loan to be made on such date; and

(l)

since the Second Amendment Effective Date, there has been no material adverse change in either general economic and financial market conditions or conditions affecting

the Group Companies specifically or applicable cannabis law, including Federal Cannabis Law or US State Cannabis Law, or the application or interpretation thereof by any Governmental Authority, nor has the Agent determined, based upon information available to it and in its reasonable judgment, that there is a substantial likelihood that Loan Parties shall fail to comply with the financial covenant in Section 8.18 or be unable to make a payment of the Obligations when it becomes due during the next succeeding financial reporting period.

The Agent, Lenders and Loan Parties agree that, to the extent of any conflict between the terms of this Section 5.4 and the conditions precedent set forth in the Joinder Agreement to be entered into by Union Chill Holdco on the Specified Acquisition Delayed Term Loan Effective Date, the terms of this Section 5.4 shall govern.

ARTICLE VI. REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders to enter into this Agreement, each applicable Loan Party (solely as to itself and its applicable Loan Party Subsidiaries (if any)) represents and warrants to the Lenders as of the date hereof that:

SECTION 6.1 Existence. Such Loan Party and each of its Loan Party Subsidiaries, as applicable, is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated or organized and is duly qualified or licensed to do business in all jurisdictions where its Property is owned or the business transacted by it makes such qualification necessary, except where the failure to be so qualified or licenseslicensed would not reasonably be expected to result in a Material Adverse Effect.

SECTION 6.2 Power and Authorization. Such Loan Party and each of its Loan Party Subsidiaries (if any) is duly authorized and empowered to execute, deliver, and perform its obligations under each Loan Document to which it is a party and all corporate or other action on the part of such Loan Party or its Loan Party Subsidiaries, as applicable, requisite for the due execution, delivery, and performance of each Loan Document to which it is a party has been duly and effectively taken.

SECTION 6.3 Binding Obligations. Each Loan Document to which it is (or they are) a party constitutes the legal, valid and binding obligation of Loan Party and each of its Loan Party Subsidiaries (if any), as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies.

SECTION 6.4 Financial Statements; No Material Adverse Effect.

(a)

The Borrowers have heretofore delivered to the Agent (i) the Historical Financial Statements, and (ii) the consolidated balance sheets of Parent and its Subsidiaries and the Borrowers and their Subsidiaries (if applicable) and the related consolidated statements of income or operations, changes in shareholders’ equity and cash flows certified by the chief financial officer of Parent and Borrowers, as applicable. Such financial statements were prepared in accordance with GAAP consistently applied throughout the applicable period covered thereby

and present fairly and accurately the consolidated financial condition and results of operations and cash flows of the Parent or the Borrowers, as applicable, as of the dates and for the periods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes). Except as set forth in such financial statements (or as otherwise disclosed in writing to the Lenders prior to the Closing Date), there are no material liabilities of the BorrowerLoan Parties of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which would reasonably be expected to result in such a liability.

(b)

Since December 31, 2023, there has been no event, change, circumstance, condition, development or occurrence that has had, or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

SECTION 6.5 Intellectual Property.

(a)

Such BorrowerLoan Party and each of its Restricted Subsidiaries (if any) owns or is licensed to use, free and clear of all Liens (other than Permitted Liens), all Intellectual Property, necessary for the conduct of its business as currently conducted.

(b)

No claim has been asserted in writing and is pending by any person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does such BorrowerLoan Party know of any valid basis for any such claim. To the knowledge of such BorrowerLoan Party, its use of such Intellectual Property does not infringe the rights of any Person. Except pursuant to licenses and other user agreements entered into by such BorrowerLoan Party in the ordinary course of business, neither such BorrowerLoan Party nor any of its Restricted Subsidiaries (if any) has done anything to authorize or enable any other Person to use any such Intellectual Property. Such BorrowerLoan Party and each of its Restricted Subsidiaries (if any) has taken commercially reasonable actions to protect the secrecy, confidentiality and value of all material trade secrets used in such Person’s business.

(c)

No Violations or Proceedings. Except as set forth on Schedule 6.5 attached hereto, (i) to the knowledge of such BorrowerLoan Party, there is no violation by others of any right of such BorrowerLoan Party or any of its Restricted Subsidiaries (if any) with respect to any Intellectual Property, other than such violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (ii) to the knowledge of such BorrowerLoan Party, neither such BorrowerLoan Party nor any of its Restricted Subsidiaries (if any) is infringing upon or misappropriating any copyright, patent, trademark, trade secret or other intellectual property right of any other Person, (iii) neither such BorrowerLoan Party nor any of its Restricted Subsidiaries (if any) is in breach of, or in default under, any material license of Intellectual Property by any other person to such BorrowerLoan Party or any of its Restricted Subsidiaries (if any), and (iv) no proceedings have been instituted or are pending against such BorrowerLoan Party or any of its Restricted Subsidiaries (if any) or, to the knowledge of such BorrowerLoan Party, are threatened, and no claim against such BorrowerLoan Party or any of its Restricted Subsidiaries (if any) has been received by such BorrowerLoan Party or any such Restricted Subsidiary, alleging any such infringement or misappropriation.

(d)

No Impairment. Neither the execution, delivery or performance of this

Agreement and the other Loan Documents, nor the transactions contemplated hereby, will alter, impair or otherwise affect or require the consent, approval or other authorization of any other person in respect of any right of such BorrowerLoan Party or any of its Restricted Subsidiaries (if any) in any Intellectual Property, except to the extent that alteration or impairment or the failure to obtain any such consent, approval or authorization would not reasonably be expected to result in a Material Adverse Effect.

(e)

No Agreement or Order Materially Affecting Intellectual Property. Neither such BorrowerLoan Party nor any of its Restricted Subsidiaries (if any) is subject to any settlement, covenant not to sue or other instrument, agreement or other document, or any outstanding order, which would reasonably be expected result in a Material Adverse Effect.

SECTION 6.6 Properties.

(a)

Such BorrowerLoan Party and each of its Restricted Subsidiaries (if any) has good and marketable title to, or valid leasehold interests in, all its property material to its business (including, Real Property, if any), free and clear of all Liens and irregularities, deficiencies and defects in title, except for Permitted Liens and minor irregularities, deficiencies and defects in title that, individually or in the aggregate, do not, and could not reasonably be expected to, interfere with its ability to conduct its business as currently conducted or to utilize such property for its intended purpose.

(b)

The Property of such BorrowerLoan Party and of its Restricted Subsidiaries (if any), taken as a whole, is in good operating order, condition and repair (ordinary wear and tear excepted).

(c)

Schedule 6.6(c) contains a true, accurate and complete list of each ownership interest in Real Property and each leasehold interest in Real Property where any Material Collateral is located (i) of any BorrowerLoan Party and describes the type of interest therein held by such BorrowerLoan Party and (ii) leased, subleased or otherwise occupied or utilized by any BorrowerLoan Party, as lessee, sub-lessee, franchisee or licensee and describes the type of interest therein held by such BorrowerLoan Party.

(d)

Such BorrowerLoan Party and each of its Restricted Subsidiaries (if any) owns or has rights to use all of its Property and all rights with respect to any of the foregoing which are required for its business and operations as presently conducted. The use by such BorrowerLoan Party and each of its Restricted Subsidiaries (if any) of its property and all such rights with respect to the foregoing do not infringe on the rights or other interests of any person, in any material respect. No claim has been made and remains outstanding that any BorrowerLoan Party’s use of any of its property does or may violate the rights of any third party in any material respect. The fee owned Real Property of such BorrowerLoan Party and each of its Restricted Subsidiaries (if any) is zoned in all material respects to permit the uses for which such Real Property is currently being used. The present uses of the fee owned Real Property of such BorrowerLoan Party and each of its Restricted Subsidiaries (if any) and the current operations of business of such BorrowerLoan Party and each of its Restricted Subsidiaries at such Real Property do not violate in any material respect any provision of any applicable building codes, subdivision regulations, fire regulations, health regulations or building and zoning by-laws.

SECTION 6.7 Equity Interests and Subsidiaries. Schedule 6.7 sets forth

(i) each Loan Party and its jurisdiction of incorporation or organization as of the Closing Date and (ii) the number of each class of their Equity Interests (other than the Parent) authorized, and the number of Equity Interests outstanding on the Closing Date and the number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights on the Closing Date. Except as set forth in Schedule 6.7, neither such BorrowerLoan Party nor any of its Subsidiaries (if any) (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person. All Equity Interests of such BorrowerLoan Party and its Subsidiaries are duly and validly issued and are fully paid and non-assessable. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purported to be pledged by) it (if any) under the Pledge Agreement or Canadian Pledge and Security Agreement, as applicable, free of any and all Liens (except as permitted under Section 8.3)Permitted Liens, rights or claims of other Persons and, as of the Closing Date, there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests (or any economic or voting interests therein).

SECTION 6.8 Investment Company Act. No Loan Party is required to register as an “investment company” or a company “controlled” by an “investment company,” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

SECTION 6.9 No Material Misstatements.

(a)

Such Loan Party has disclosed to the Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Loan Party Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. On the Closing Date or at the time furnished (in the case of all other reports, financial statements, certificates or other information), the reports, financial statements, certificates or other information furnished (whether in writing or orally) (other than forecasts and other forward-looking information, budgets, estimates and information of a general economic or industry-specific nature) by, or on behalf of such Loan Party or any of its Loan Party Subsidiaries to the Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), when taken as a whole, are complete and correct in all material respects and do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.

(b)

The Projections delivered to the Agent and Lenders prior to the Closing Date have been prepared in good faith based upon assumptions believed by the Loan Parties to be reasonable at the time made and at the time furnished (it being recognized that such Projections are not to be viewed as facts and that no assurance can be given that any particular financial projections (including the Projections) will be realized, that actual results may differ significantly from projected results and that such Projections are not a guarantee of performance).

SECTION 6.10 Labor Matters.

(a)

There are no strikes, lockouts, stoppages or slowdowns or other material labor disputes affecting, pending or threateningthreatened against any Loan Party or any Group Company, other than such strikes, lockouts, stoppages, slowdowns or other disputes that do not impact continued operations at such impacted locations;

(b)

The Term Loan will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any Group Company is bound;

(c)

All material payments due from any Loan Party or any Group Company, or for which any claim may be made against any Loan Party or any Group Company, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Loan Party or such Group Company; and

(d)

The hours worked by and payments made to employees of any Loan Party or any Group Company have not been in violation of the Fair Labor Standards Act of 1938, as amended, except as would not reasonably be expected to result in a Material Adverse Effect.

SECTION 6.11 ERISA.

(a)

Each Plan and, with respect to each Plan, each of the Loan Parties and the Group Companies and their ERISA Affiliates are in compliance in all material respects with the applicable provisions of ERISA and the Code;

(b)

Each Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS indicating that such Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Plan to lose its qualified status;

(c)

No liability to the PBGC (other than required premium payments), the IRS, any Plan (other than in the ordinary course) or any trust established under Title IV of ERISA has been or is expected to be incurred by the Loan Parties, the Group Companies or any of their ERISA Affiliates with respect to any Plan;

(d)

No ERISA Event has occurred or could reasonably be expected to occur;

(e)

The present value of all accrued benefit obligations under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefit obligations by a material amount;

(f)

As of the most recent valuation date for each Multiemployer Plan, the potential liability of the Loan Parties, the Group Companies and each of their ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, is zero;

(g)

The Loan Parties, the Group Companies and each of their ERISA Affiliates

have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan;

(h)

No Loan Party, Group Company or any of their ERISA Affiliates contributes to, or has any liability with respect to, any Multiemployer Plan or has any contingent liability with respect to any post-retirement welfare benefit under a Plan that is subject to ERISA, other than liability for continuation coverage described in Part 6 of Title I of ERISA; and

(i)

No Loan Party, Group Company or any of their ERISA Affiliates maintains or contributes to any employee benefit plan that is subject to the laws of any jurisdiction outside the United States of America.

SECTION 6.12 Environmental Matters. The BorrowersLoan Parties are in compliance with all applicable Environmental Laws including obtaining, maintaining and complying with all Environmental Permits required for their current or intended operations or for any Property owned, leased, or otherwise operated by any of them in all material respects. The Guarantors are in compliance with all applicable Environmental Laws including obtaining, maintaining and complying with all Environmental Permits required for their current or intended operations or for any Property owned, leased, or otherwise operated by any of them in all material respects, except to the extent failure to so comply would not reasonably be expected to result in a Material Adverse Effect.

SECTION 6.13 Insurance. Schedule 6.13 sets forth a true, complete and accurate description in all material respects and in reasonable detail of each BorrowerLoan Party’s general commercial liability and property or casualty policies maintained as of the Closing Date. Each BorrowerLoan Party is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which it is engaged. No BorrowerLoan Party (i) has received notice from any insurer or agent of such insurer that substantial capital improvements or other material expenditures will have to be made in order to continue such insurance or (ii) has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers.

SECTION 6.14 Security Documents. The Security Agreement, the Pledge Agreement, the Canadian Pledge and Security Agreement, and Mortgages (if any) (collectively, the “Security Documents”) are effective to create in favor of the Agent, for the benefit of the Lenders, a legal, valid, binding and enforceable security interest in and pledge of the Collateral described therein and proceeds and products thereof. In the case of (i) pledged Equity Interests represented by certificates, if any, (x) when such certificates (together with powers of attorney to transfer such Equity Interests, in blank, executed by a duly authorized officer of the relevant Loan Party) are delivered to the Agent for possession within the State of New York or (y) when financing statements in appropriate form under the UCC or PPSA, as applicable, with respect to each such BorrowerLoan Party are filed, all related filing fees are paid, and such financing statements are registered and indexed, and (ii) the other Collateral described in the Security Agreement or the Canadian Pledge and Security Agreement, as applicable, when financing statements in appropriate form under the UCC or PPSA, as applicable, with respect to each such BorrowerLoan Party are filed, all related filing fees are paid, and such financing statements are

registered and indexed, the Lien created by the Security Agreement in such Collateral shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, to the extent such Lien may be perfected by the filing of a financing statement under the UCC or PPSA, as applicable, as security for the Obligations, in each case, prior and superior in right to any other Person (except, with respect to priority only, Permitted Liens).

SECTION 6.15 PATRIOT Act, etc. To the extent applicable, each Loan Party is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act. No part of the proceeds of the Term Loan will be used, directly or indirectly, for any payment to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

SECTION 6.16 Anti-Money Laundering Laws.

(a)

Neither such Loan Party nor any of the Group Companies is in violation of any Anti-Money Laundering Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering Law.

(b)

Neither such Loan Party nor any of the Group Companies or, to their knowledge, their respective agents acting or benefiting in any capacity in connection with the Term Loan or the other transactions hereunder, is any of the following (each a “Blocked Person”):

(i)

a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;

(ii)

a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;

(iii)

a Person with which any Agent or Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Money Laundering Law;

(iv)

a Person that commits, threatens or conspires to commit or supports “terrorism” (as defined in Executive Order No. 13224);

(v)

a Person that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website or any replacement website or other replacement official publication of such list; or

(vi)

a Person affiliated or associated with any Person described in Section 6.16(b)(i)-(v) above.

(c)

No Loan Party or, to the knowledge of any Loan Party, any of its agents acting in any capacity in connection with the Term Loan or the other transactions hereunder

(i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.

SECTION 6.17 Anti-Corruption Laws and Sanctions.

(a)

The Loan Parties have implemented and maintain in effect policies and procedures designed to ensure compliance by the Loan Parties and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

(b)

the Loan Parties and their respective officers, directors, employees and to the knowledge of the Loan Parties, the agents of the Loan Parties, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.

(c)

(i) No Loan Party and to the knowledge of such Loan Party none of their directors, officers or employees, and (ii) to the knowledge of any Loan Party, no agent of such Loan Party that will act in any capacity in connection with or benefit from the Term Loan, is a Sanctioned Person.

SECTION 6.18 Reserved.

SECTION 6.19 Taxes; Governmental Charges. Such Loan Party and each of its Subsidiaries has filed prior to delinquency all material federal, state, provincial, and foreign income tax returns which are required to be filed, and has paid or caused to be paid all Taxes as shown on such returns or on any assessment received by it prior to the date such Taxes have become overdue, except any Taxes that are being contested in good faith and by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP.

SECTION 6.20 Compliance with Law. The business and operations of such Loan Party and any of the Group Companies as conducted as of the Closing Date, are in compliance with all Requirements of Law in all material respects. No Loan Party or any Group Company is engaged in any Restricted Cannabis Activities.

SECTION 6.21 Absence of Financing Statements. Except for Permitted Liens or those filings or recorded documents evidencing or relating to Permitted Liens, there is no financing statement, security agreement, chattel mortgage, real estate mortgage/deed of trust or other document filed or recorded with any filing records, office, registry or other public office, that purports to cover, affect or give notice of any present or possible future lien on, or security interest in, the Property of any BorrowerLoan Party.

SECTION 6.22 Litigation. Except as set forth in Schedule 6.22, as of the Closing Date, there are no actions, suits, proceedings or investigations of any kind pending or, to the knowledge of such Loan Party, threatened against such Loan Party or any of Group Company before any court, tribunal or administrative agency or board which, (a) if adversely determined, would reasonably be expected to result in a Material Adverse Effect or (b) purport to affect or

pertain to this Agreement or any other Loan Document or any of the transactions contemplated hereby.

SECTION 6.23 Solvency. The Loan Parties and their Subsidiaries, taken as a whole, before and immediately upon giving effect to the incurrence of the Initial Term Loan hereunder on the Closing Date are Solvent.

SECTION 6.24 Material Contracts. Schedule 6.24 contains a true, accurate and complete list in all material respects of each Material Contract to which a BorrowerLoan Party is a party as of the Closing Date, each of which is in full force and effect and is binding upon and enforceable against each BorrowerLoan Party that is a party thereto and, to the best knowledge of such BorrowerLoan Party, all other parties thereto in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies. Neither such BorrowerLoan Party nor any of its Restricted Subsidiaries is presently in material default (beyond any applicable grace or cure period), or has received a notice that it is in default, under any Material Contract to which it is a party and has not received any written notice of the intention of any other party (including any Governmental Authority) thereto to terminate, revoke, or suspend any Material Contract or of any alleged non-compliance thereunder.

SECTION 6.25 No Default or Event of Default. No event has occurred or is continuing which constitutes, or could reasonably be expected to result in, a Default or Event of Default hereunder.

SECTION 6.26 No Conflicts. The execution, delivery and performance by such Loan Party and any of its Loan Party Subsidiaries (if any) of this Agreement and other Loan Documents to which they are a party and the transactions contemplated by this Agreement (i) do not require any consent (including any Cannabis License), exemption, authorization or approval of, registration or filing with, or any other action by, any Governmental Authority, except (A) such as have been obtained or made and are in full force and effect, (B) filings necessary to perfect or maintain the perfection or priority of the Liens created by the Security Agreement and, the Pledge Agreement, and Canadian Pledge and Security Agreement and (C) filings with and submissions to any Governmental Authority as required by applicable law, (ii) will not violate the organizational documents of any Loan Party or any of its Subsidiaries, (iii) will not violate or result in a default or require any consent or approval under any indenture, instrument, agreement, or other document binding upon any Loan Party or its property or to which any Loan Party or its property is subject, or give rise to a right thereunder to require any payment to be made by any Loan Party, (iv) will not violate any Requirement of Law in any material respect and (v) other than Liens created by the Loan Documents, will not result in the creation or imposition of any Lien on any property of any Loan Party, except, in each case with respect to clauses (i), (iii) and (iv) of this Section 6.26, for consents, authorizations or approvals obtained on or before the Closing Date.

SECTION 6.27 Reserved.

SECTION 6.28 Bank Accounts. Schedule 6.28 contains a true, accurate and complete list in all material respects of each Bank Account of the BorrowerLoan Parties as of the

Closing Date.

ARTICLE VII. AFFIRMATIVE COVENANTS

So long as any Obligation shall remain unpaid (other than inchoate indemnity obligations for which no claim has been asserted), each BorrowerGroup Company covenants and agrees that, unless the Agent shall otherwise consent in writing:

SECTION 7.1 Compliance.

(a)

Compliance with Laws, Etc. Each BorrowerGroup Company will, and will cause its Restricted Subsidiaries (if any) to, comply with all applicable Requirements of Law, except to the extent failure to so comply would not reasonably be expected to result in a Material Adverse Effect.

(b)

Compliance with Environmental Laws; Notice; Preparation of Environmental Reports.

(i)

Each BorrowerGroup Company will, and will cause its Restricted Subsidiaries (if any) to, comply, and use commercially reasonable efforts to cause all lessees and other Persons operating or occupying its Real Property to: (A) comply, with all applicable Environmental Laws and Environmental Permits; (B) obtain and renew all Environmental Permits necessary for its operations and properties; (C) to the extent required by any Governmental Authority, conduct any investigation, study, sampling and testing, and undertake any cleanup, response or other corrective action, in each case, necessary to address any releases of Materials of Environmental Concern by Borrowersuch Group Company or its Subsidiaries at, on, under or emanating from any Real Property owned, leased or operated by it in accordance with the requirements of all Environmental Laws, and (D) make an appropriate response to any investigation, notice, demand, claim, suit or other proceeding asserting Environmental Liability against such BorrowerGroup Company or any of its Restricted Subsidiaries and discharge any obligations it may have to any Person thereunder, except in the case of each of clauses (A) through (D), where the failure to do so would not reasonably be expected to have a Material Adverse Effect;

(ii)

Solely to the extent that Agent has reason to believe that there has been a release on such Material Real Property of Materials of Environmental Concern in violation of Environmental Laws, at the reasonable request of the Agent from time to time (but, except during an the continuance of an Event of Default, not more than once per year), provide to the Agent within sixty (60) days after such request, at the expense of the BorrowersLoan Parties, a non-invasive “Phase I” environmental assessment report for any such Mortgaged Real Property described in such request, prepared by an environmental consulting firm reasonably acceptable to the Agent, indicating the presence or absence of Materials of Environmental Concern or noncompliance with Environmental Law and the estimated cost of any compliance, response or other corrective action to address any Materials of Environmental Concern released by Borrowerany Group Company or any of its Subsidiaries in violation of Environmental Laws on such Real Property; without limiting the generality of the foregoing, if an Event of Default has occurred and continues to exist and the Agent determines that a material risk exists that any such report will not be provided within the time referred to above, the Agent may retain an

environmental consulting firm to prepare such report at the expense of the BorrowerBorrowers. The BorrowersGroup Companies will, at their sole cost and expense, comply with all reasonable written requests of the Agent to effectuate remediation of any condition (including but not limited to a release of Materials of Environmental Concern) in, on, under or from the Real Property or take other reasonable action necessary to come into compliance with Environmental Law but only to the extent that such action is required by applicable Environmental Law.

SECTION 7.2 Reporting and Notice Requirements. The BorrowersLoan Parties will furnish to the Agent:

(a)

Monthly Financial Information. As soon as practical, and in any event within thirty (30) days after the end of each fiscal month of the BorrowerLoan Parties (including any fiscal month that is also a quarter-end), (A) the Parent’s internally prepared “Internal P&L” Excel file, in the form delivered to the Agent prior to the Closing Date or otherwise in a form reasonablereasonably acceptable to the Agent, which shall include detail for (i) each state and (ii) on an individual entity basis for each Maryland entity that is a Borrower Partyrevenue of each dispensary; (B) internally prepared statements of cash balances of (i) the Borrower Parties and

(ii) each Loan Party and their respective Subsidiaries on an individual entity basis; (C) the most recent bank account statements for all BorrowerLoan Party Bank Accounts (including for the avoidance of doubt, all Bank Accounts opened or acquired after the Closing Date, if any); (D) an accounts payable agings report including a description of any past due accounts which are being contested in good faith; and (E) consolidated balance sheets of the Parent and its consolidated Subsidiaries; (F) the key performance indicator data file for such period in the form delivered to the Agent prior to the Second Amendment Effective Date or otherwise in a form reasonably acceptable to the Agent; (G) a summary from the chief financial officer of the Borrower Representative detailing the key drivers of changes to the cash balance of the Parent and its consolidated Subsidiaries during such month in a form reasonably acceptable to the Agent; and

(H) a certificate of an Authorized Officer of the Borrower Representative calculating and certifying as to the aggregate Controlled Account balances, as of the last day of the most recently ended month and confirming compliance with the minimum liquidity covenant set forth in Section 8.18.

(b)

Quarterly Financial Statements. As soon as practical and in any event within sixty (60) days after the end of each fiscal quarter of the BorrowerLoan Parties (commencing with the fiscal quarter ending September 30, 2024),, and including all four fiscal quarters in any year thereafter), shall deliver (i) consolidated balance sheets of (iA) the Parent and its consolidated Subsidiaries and (iiB) each Borrower Holding Company and its consolidated Subsidiaries, and in each case, related statements of operations and statements of cash flows as at the end of such quarter, and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the figures for the corresponding date or period set forth in (A1) the financial statements for the immediately preceding Fiscal Year and (B)2) the Projections, all in reasonable detail and certified by an Authorized Officer of the Borrower Representative as fairly presenting, in all material respects, the financial position of the Parent and its consolidated Subsidiaries and of each Borrower Holding Company and its consolidated Subsidiaries, as applicable, as of the end of such quarter and the results of operations and cash flows of the Parent and its consolidated Subsidiaries and of each Borrower Holding Company and its consolidated Subsidiaries for such quarter and for such year-to-date period, in accordance with GAAP applied in a manner consistent with that of

the most recent audited financial statements of the Parent and its consolidated Subsidiaries furnished to the Lenders, subject to the absence of footnotes and normal year-end adjustments and (ii) the free cash flow bridge file for such period in the form delivered to the Agent prior to the Second Amendment Effective Date or otherwise in a form reasonably acceptable to the Agent.

(c)

Annual Audited Financial Statements. Beginning with the Fiscal Year ended on December 31, 2024, as soon as available, and in any event within one hundred twenty

(120) days after the end of each Fiscal Year, balance sheets (which are to be consolidated, if applicable), statements of operations, changes in partnership capital and statements of cash flows of the Parent and its consolidated Subsidiaries as at the end of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding date or period set forth in (A) the financial statements for the immediately preceding Fiscal Year, and (B) the Projection, all in reasonable detail and prepared in accordance with GAAP, and accompanied by a report and an opinion, prepared in accordance with generally accepted auditing standards, of independent certified public accountants of recognized standing selected by the Parent and reasonably satisfactory to the Agent (it being acknowledged and agreed by the Agent that MNP LLP is an acceptable independent public accounting firm) (which opinion shall be without any qualification or exception as to the scope of such audit, and the failure to deliver such an unqualified opinion shall be a breach of this covenant (except for a qualification limited solely to the current maturity of any Debt)).

(d)

Quarterly Compliance Certificate. Simultaneously with the delivery of the quarterly financial statements of the Borrower Parties required by clause (b) of this Section 7.2, a certificate of the Chief Financial Officer of the Borrower Representative (a “Quarterly Compliance Certificate”) in the form of Exhibit E hereto or such other form acceptable to Agent: certifying (or providing a schedule of exceptions) that (i) the Authorized Officer has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of the BorrowerLoan Parties during the period covered by such financial statements with a view to determining whether the BorrowerLoan Parties were in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Authorized Officer has no knowledge of, the occurrence and continuance during such period of an Event of Default or Default or, if an Event of Default or Default had occurred and continued or is continuing, describing the nature and period of existence thereof and the action which the Loan Parties propose to take or have taken with respect thereto; (ii) each of the representations and warranties made in Article VI hereof shall be true and correct in all material respects as of the date thereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and except to the extent of changes permitted by the terms of this Agreement; provided that any representation and warranty qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects; (iii) all insurance coverage required hereunder is being maintained and there have been no claims filed under such policies; (iv) no material lawsuits or material claims have been threatened in writing or filed against any Loan PartyGroup Company; (v) there have not been any investigations, inquiries, or other disciplinary actions by any Governmental Authority required to be disclosed pursuant to Section 7.2(g), except as has already

been disclosed to the Agent in accordance with such section; (vi) and (vii) a summary of the status of any Permitted Acquisitions required to be disclosed to the Agent pursuant to terms hereof, including copies of related term sheet and letters of intent.; (vii) a calculation of the Total Debt to Adjusted EBITDA Ratio as of the most recently ended fiscal quarter and (viii) all Subsidiaries that have been designated as Excluded Subsidiaries continue to comply with the applicable requirements of such definition and remain Excluded Subsidiaries.

(e)

Perfection Certificate. Concurrently with the delivery of the annual financial statements required to be delivered pursuant to Section 7.2(c) above, an updated Perfection Certificate identifying changes to the Perfection Certificate delivered on the Closing Date (or, if applicable, the Delayed Term LoanSecond Amendment Effective Date).

(f)

Tax Returns. Within fifteen (15) Business Days after the filing thereof, copies of the tax returns filed by Borrower or its Subsidiariesany Group Company.

(g)

Notice of Default; Loss of Material Contract or Material Adverse Effect. Promptly (but in any event within five (5) days after any Loan PartyGroup Company has knowledge thereof), notice of the occurrence of (i) any Default or Event of Default, (ii) termination or non-renewal of a Material Contract, (iii) any default under any Material Indebtedness, or (iv) the occurrence of any event or development that could reasonably be expected to have a Material Adverse Effect, in each case together with the written statement of an Authorized Officer of the Borrower Representative setting forth the details of such Event of Default or Default, termination or non-renewal, or other event or development, and the action(s) which the affected Loan PartyGroup Company proposes to take with respect thereto.

(h)

Communications with Governmental Authorities. Promptly after submission to or receipt from any Governmental Authority, all material documents and information furnished to or received from such Governmental Authority in connection with any investigation, notice of enforcement proceedings, complaints, or inspections by any Governmental Authority with respect to any Borrower PartyGroup Company or any Subsidiary of any Borrower PartyGroup Company or relating to any Cannabis License, other than routine inquiries by and filings with, any such Governmental Authority (but including for the avoidance of doubt any notice regarding a Cannabis License).

(i)

Material Contracts. As soon as possible and in any event within five (5) Business Days after execution, receipt or delivery thereof, copies of any material notices that any BorrowerLoan Party executes or receives in connection with any Material Contract.

(j)

Financial Reports. Promptly following request by the Agent, copies of all financial reports (including, without limitation, management letters), if any, submitted to any Loan PartyGroup Company by its auditors in connection with any annual or interim audit of the books thereof and copies of all significant written final reports submitted to the Loan PartiesGroup Companies by its accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems, including any final comment letters delivered to management and all responses thereto.

(k)

Insurance. Promptly upon request, any certification or other evidence reasonably requested from time to time by any Lender or Agent, confirming the Borrower

PartiesGroup Companies’ compliance with Section 7.7 hereof.

(l)

Notice of Change in Fiscal Year. The Fiscal Year of the Borrower PartiesGroup Companies is December 31 of each calendar year. Borrower Representative will promptly notify Agent if itany Group Company changes its Fiscal Year.

(m)

Notification of Pending Litigation. Each Borrower PartyGroup Company will, promptly upon becoming aware thereof, notify the Agent in writing of the commencement of, or any material development in, any material litigation or proceeding affecting a Borrower PartyGroup Company.

(n)

Public Filings. Copies all material periodic and other reports, proxy statements and other material filed by any Loan PartyGroup Company with the SEC, the Canadian Securities Authorities or the OSC, or with any national securities exchange, or distributed by Parent to its shareholders generally, as the case may be.

(o)

Additional Information. Such other reports and other information concerning the condition or operations, financial or otherwise as the Agent may from time to time reasonably request.

Documents required to be delivered pursuant to Section 7.2(a), (b) or (c) (to the extent any such documents are included in materials otherwise filed with the Canadian Securities Authorities or OSC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which such materials are publicly available and posted on the Parent’s profile on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval + (“SEDAR+”); or (ii) on which such documents are posted on the Parent’s behalf on an internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether made available by the Agent); provided that: (A) upon written request by the Agent (or any Lender through the Agent) to the Borrower Representative, the Borrower Representative shall deliver paper copies of such documents to the Agent or such Lender within three (3) Business Days of the applicable document being posted on SEDAR+ or posted on an internet or intranet website until a written request to cease delivering paper copies is given by the Agent or such Lender and (B) if no written request has been delivered to the Borrower Representative in accordance with subsection (A) of this paragraph, the Borrower Representative shall notify the Agent and each Lender (e-mail to suffice) of the posting of any such documents within three (3) Business Days of such posting, and provide to the Agent electronic versions (i.e., soft copies) of such documents.

SECTION 7.3 Use of Proceeds. The proceeds of the Initial Term Loan made on the Closing Date shall be used only as described in the letter of direction provided by the Borrowers to the Agent on the Closing Date in connection with the sources and uses of the Initial Term Loan and for ordinary working capital purposes of the Borrower Parties.Borrowers. The proceeds of the 2025 Incremental Term Loan made on the Second Amendment Effective Date shall be used only as described in the letter of direction provided by the Borrowers to the Agent on the Second Amendment Effective Date in connection with the sources and uses of the 2025 Incremental Term Loan and for growth capital expenditures, and other general corporate purposes, of the Borrowers. The proceeds of the Specified Acquisition Delayed Term Loan made on the Specified Acquisition Delayed Term Loan Effective Date shall be used only to consummate the Union Chill Acquisition

and to pay fees, costs and expenses of the Borrowers in connection therewith.

SECTION 7.4 Taxes and Liens. The Borrower PartiesEach Group Company will (a) pay, discharge or otherwise satisfy prior to delinquency all of theirits Federal, state and other material obligations and liabilities in respect of Taxes imposed upon it or upon its income or profits or in respect of its Property, taking into account 26 U.S. Code §280E (to the extent applicable), except, in each case, (i) to the extent any such Tax is being contested in good faith and by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP, or (ii) if such failure to pay or discharge such obligations and liabilities would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (b) timely and accurately file all federal, state and other material Tax returns required to be filed.

SECTION 7.5 Maintenance of Property and Licenses.

(a)

Maintenance of Property. The BorrowerLoan Parties will at all times maintain, preserve, protect, and keep, or cause to be maintained, preserved, protected, and kept, the Property of each such BorrowerLoan Party, in good repair, working order, and condition (ordinary wear and tear excepted) and consistent with the applicable entity’s past practice.

(b)

Preservation of Material Contracts and Permits. Each Borrower PartyExcept as otherwise permitted by Agent in writing in its sole discretion, each Group Company shall at all times: (i) preserve, renew and keep in full force and effect in all material respects all Material Contracts (including for the avoidance of doubt, each Cannabis License (but subject to Dispositions of Cannabis License permitted under clause (n) of the definition of Permitted Dispositions)), (ii) preserve, renew, and keep in full force and effect all material governmental permits, licenses, authorizations, approvals, entitlements and accreditations that are necessary in the proper conduct of its business (including for the avoidance of doubt, each Cannabis License), and (iii) file all material documents required to be filed and pay all material regulatory obligations required to be paid to any Governmental Authority with jurisdiction over any Material Contracts (if applicable) and other material governmental permits or licenses.

SECTION 7.6 Right of Inspection. Upon not less than three (3) Business Days’ prior written notice by the Agent to the Borrower Representative (except that during the continuance of an Event of Default, only one (1) Business Day’s prior written notice shall be required), the BorrowerLoan Parties will permit the Agent and any representative of the Agent (including but not limited to Agent’s engineer, architect, or inspector) from time to time during normal business hours to examine and make copies of and abstracts from its records and books of account, to visit and inspect its properties, to verify notes, accounts receivable, deposit accounts and its other assets, to conduct audits, physical counts, valuations, appraisals or examinations and to discuss its affairs, finances and accounts with any of its directors, officers or managerial employees or independent accountants (provided that a representative of the Loan Parties shall be provided the opportunity to be present for any meeting with the Parent’s independent accountants); provided, however, that so long as no Event of Default has occurred or is continuing the BorrowerLoan Parties shall only be responsible for the cost of one (1) such inspection per fiscal year. In furtherance of the foregoing, each Loan Party hereby authorizes its independent accountants to discuss the affairs, finances and accounts of such Person (independently or together with representatives of such Person) with the Agent in accordance with this Section 7.6.

SECTION 7.7 Insurance. The BorrowerLoan Parties will maintain or cause to be maintained with financially sound and reputable insurers, casualty insurance, such public liability insurance, third party property damage insurance, and, solely to the extent any Mortgaged Real Property is located in a flood zone, flood risk insurance, in each case with respect to liabilities, losses or damage in respect of the assets, properties and businesses of the BorrowerLoan Parties as the as may customarily be carried or maintained by Persons of established reputation engaged in business in the applicable jurisdiction, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions shall be customary for such persons. All casualty policies covering the Collateral are to be made payable to the Agent in case of loss, under a standard noncontributory “lender” or “secured party” clause and are to contain such other provisions as the Agent may require to fully protect the Lenders’ interest in the Collateral and to any payments to be made under such policies. Subject to Section 7.19, if applicable, the Borrower PartiesThe Borrowers will cause Agent to be named as an additional insured, loss payee and insured mortgagee, as applicable, on each general commercial liability and casualty insurance policy, as applicable, pursuant to endorsements (or, in the case of the Canadian Loan Parties, certificates of insurance) in form and content reasonably acceptable to Agent. Copies of all certificates of insurance are to be delivered to the Agent, with the loss payable and additional insured endorsement in favor of the Agent for the benefit of the Lenders, as their respective interests may appear, and shall provide for not less than 30 days’ (10 days’ in the case of non-payment) prior written notice to the Agent of the exercise of any right of cancellation. If any BorrowerLoan Party fails to maintain the insurance required under this Section 7.7, the Agent, after prior written notice to the Borrower Representative, may arrange for such insurance, but at the Borrowers’ expense and without any responsibility on the Agent’s and Lenders’ part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Upon the occurrence and during the continuance of an Event of Default, the Agent shall, upon the direction of the Lenders, have the sole right, in the name of the Lenders, to direct any Borrower Party to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

SECTION 7.8 Maintenance of Office. The Borrower PartiesBorrowers will maintain their chief executive office at 357 S. Gulph Rd., Ste 330, King of Prussia, PA 19406, or at such other place in the United States of America as the Borrower Representative shall designate upon written notice to the Agent, where notices, presentations and demands to or upon the Borrowers in respect of the Loan Documents to which the Borrowers are a party may be given or made.

SECTION 7.9 Existence. Each Borrower PartyGroup Company will preserve and maintain its legal existence and all of its rights, privileges, licenses, contracts and property and assets used or useful to its business, except where the failure to maintain and preserve such rights, privileges, licenses, contracts, property or assets would not reasonably be expected to have a Material Adverse Effect, except in each case, for transactions permitted under Section 8.4.

SECTION 7.10 Deposit Account Control Agreements. On or before the Closing Date, unless extended by the Agent in its sole discretion, the Borrower PartiesBorrowers shall have delivered to the Agent a fully executed deposit account control agreement (the

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“DACA”), in form and substance reasonably satisfactory to the Agent, with respect to each Bank Account (other than an Excluded Account). In the event that any Borrower Party

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