Exhibit 10.2


 


FOURTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of March 1, 2022, among VERANO
HOLDINGS CORP., a British Columbia corporation (the “Parent”), the other Credit Parties (as defined in the hereinafter-defined
Credit Agreement), the Lenders (as defined in the Credit Agreement) party hereto, CHICAGO ATLANTIC ADMIN, LLC, a Delaware limited liability
company (as assignee of Chicago Atlantic Advisers, LLC, a Delaware limited liability company; hereafter, “Chicago Atlantic”),
as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative
Agent”) and Chicago Atlantic, as collateral agent for the Secured Parties (as defined in the Credit Agreement) (in such capacity,
together with its successors and assigns in such capacity, the “Collateral Agent”, and together with the Administrative
Agent, collectively, the “Agents” and each, an “Agent”), the Opco Mortgagors (as defined in the
Credit Agreement), the Pledgors (as defined in the Credit Agreement) party hereto and New Borrower (as defined below).


 


Recitals:


 


WHEREAS,
reference is made to that certain Amended and Restated Credit Agreement dated as of May 10, 2021 (the “Amended and Restated
Credit Agreement”), as amended by that certain Omnibus Amendment to Amended and Restated Credit Agreement and Amended and Restated
Security Agreement dated as of May 20, 2021 (the “First Amendment”), that certain Second Amendment to Amended and
Restated Credit Agreement, Waiver and Consent dated as of September 23, 2021 (the “Second Amendment”), and that certain
Third Amendment to Amended and Restated Credit Agreement, Second Amendment to Amended and Restated Security Agreement and First Amendment
to Canadian Security Agreement dated as of October 20, 2021 (the “Third Amendment”); the Amended and Restated Credit
Agreement, as amended by the First Amendment, the Second Amendment and the Third Amendment, the “Existing Credit Agreement”),
and this Amendment (the Existing Credit Agreement, as amended by this Amendment, and as further amended, restated, supplemented, or otherwise
modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined herein
shall have the meaning ascribed to such terms in the Credit Agreement), among the Borrower, the other Credit Parties from time to time
party thereto, the Lenders from time to time party thereto and the Agents; and


 


WHEREAS,
the Credit Parties have requested that the Agents and the Lenders agree to amend certain provisions of the Existing Credit Agreement,
and, subject to the terms and conditions of this Amendment, the Agents and the Lenders, including, without limitation, each of the New
Lenders, have agreed to such request;


 


WHEREAS,
in connection with the foregoing, each of Chicago Atlantic Credit Opportunities, LLC (“CACO”) and Flower Loan Holdco,
LLC (“Flower”; together with CACO, collectively, the “New Lenders” and each, a “New Lender”)
has agreed to join the Credit Agreement as a Lender; and


 


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


 


1.
Amendments to Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 6 hereof,
(a) the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following
example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following
example: double-underlined text) as set forth in Annex A attached hereto
and (b) Schedules 1.01 and 8.15 to the Existing Credit Agreement are hereby amended and restated as set forth in Annex A attached
hereto. For the avoidance of doubt, all other Schedules, and all Exhibits, to the Existing Credit Agreement shall not be modified or
otherwise affected by this Amendment.


 




    	 



     


    

 


2.
Joinder of Mother Know’s Best, LLC as Borrower. Mother Know’s Best, LLC, an Ohio limited liability company (“New
Borrower”), is a wholly-owned Subsidiary of Verano US. New Borrower is hereby joined in, and hereby agrees that it is and for
all purposes after the date hereof shall be a party to, the Credit Agreement and each of the other Credit Documents as one of the Persons
comprising Borrower as if it were an original signatory to the Credit Agreement. In furtherance and without limitation of the preceding
sentence, New Borrower acknowledges and agrees that it is jointly and severable liable with the other Persons comprising Borrower for
all of the Indebtedness and other Obligations of Borrower under the Credit Documents. The term “Borrower” and “Persons
comprising Borrower” as used in the Credit Agreement and the other Credit Documents shall be deemed to include New Borrower.


 


3.
Joinder of the New Lenders. On the date hereof, each of the New Lenders hereby joins the Credit Agreement as a Lender and
shall have the rights and obligations of a Lender under the Credit Documents. Each of the New Lenders (a) confirms that it has received
a copy of the Credit Agreement, together with copies of the most recent financial statements delivered to the Lenders pursuant to Sections
8.01(a) and 8.01(b) of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Amendment and the Credit Agreement, (b) agrees that it will, independently and without reliance
upon either Agent or any other Lender and 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 Credit Agreement, (c) appoints and authorizes each Agent to
take such action as such Agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as
are delegated to such Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (d) agrees that it
will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed
by it as a Lender, (e) confirms it has provided its lending office and address for notices to the Agents and (f) agrees that it has an
Incremental Advance Commitment in the amount set forth opposite such New Lender’s name on Schedule 1.01 attached as part of Annex
A attached hereto. Nothing contained herein shall constitute a novation of any Obligation.


 


4.
Representations, Warranties and Acknowledgments of the Credit Parties, New Borrower, the Opco Mortgagors and the Pledgors.


 


(a)
Representations and Warranties of the Credit Parties and New Borrower. In order to induce the Lenders and the Agents to enter
into this Amendment and to induce the Lenders to make the Loans under the Credit Agreement, each of Credit Parties and New Borrower hereby
represents and warrants to the Lenders and the Agents on and as of the date hereof that:


 


(i)
Such Person (A) is a duly organized or formed and validly existing limited liability company or other registered entity in good standing
under the laws of the jurisdiction of its organization and has the corporate or other organizational power and authority to own its property
and assets and to transact the business in which it is engaged and (B) has duly qualified and is authorized to do business and is in
good standing in all jurisdictions where it does business or owns assets, except, in the case of this clause (B), where the failure to
be so qualified could not reasonably be expected to result in a Material Adverse Effect.


 


(ii)
Such Person has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions
of this Amendment and the other Credit Documents to which it is a party and has taken all necessary corporate or other organizational
action to authorize the execution, delivery and performance of this Amendment and the other Credit Documents to which it is a party.
Such Person has duly executed and delivered this Amendment and the other Credit Documents to which it is a party and such Credit Documents
constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with its terms, subject
to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, examinership, reorganization and other similar laws relating
to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).


 




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(iii)
None of (A) the execution, delivery and performance by such Person of this Amendment or the other Credit Documents to which it is a party
and compliance with the terms and provisions thereof or (B) the consummation of the Transactions or the other Credit Documents will (1)
contravene any applicable provision of any material Applicable Law of any Governmental Authority, other than U.S. Federal Cannabis Laws,
(2) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of such Person (other than
Liens created under the Credit Documents) pursuant to, (I) the terms of any material indenture, loan agreement, lease agreement, mortgage
or deed of trust, or (II) any other Material Contract, in the case of any of clauses (I) and (II) to which such Person is a party or
by which it or any of its property or assets is bound or (3) violate any provision of the Organization Documents or Permit of such Person,
except with respect to any conflict, breach or contravention or default (but not creation of Liens) referred to in clause (2), to the
extent that such conflict, breach, contravention or default could not reasonably be expected to have a Material Adverse Effect.


 


(iv)
No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person, and no
consent or approval under any contract or instrument (other than those that have been duly obtained or made and which are in full force
and effect, or if not obtained or made, individually or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect) is required for the consummation of the Transactions or the due execution, delivery or performance by such Person of this Amendment
or any other Credit Document to which it is a party, or for the due execution, delivery or performance of this Amendment or the other
Credit Documents, in each case by any of the Credit Parties party thereto or, as applicable, New Borrower. There does not exist any judgment,
order, injunction or other restraint issued or filed with respect to the transactions contemplated by the Credit Documents, the consummation
of the Transactions, the making of the Loans or the performance by the Credit Parties or New Borrower of their Obligations under this
Amendment and the other Credit Documents.


 


(v)
The representations and warranties of such Person set forth in the Credit Agreement and in any other Credit Document are true and correct
in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on
and as of the date hereof (or, in the case of any such representation or warranty expressly stated to have been made as of a specific
date, as of such specific date).


 


(vi)
After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.


 


(b)
Representations and Warranties of the Opco Mortgagors and the Pledgors. In order to induce the Lenders and the Agents to enter
into this Amendment and to induce the Lenders to make the Loans under the Credit Agreement, each Opco Mortgagor and Pledgor hereby represents
and warrants to the Lenders and the Agents on and as of the date hereof that:


 


(i)
Such Person has duly executed and delivered this Amendment and the other Credit Documents to which it is a party and such Credit Documents
constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with its terms, subject
to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, examinership, reorganization and other similar laws relating
to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).


 




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(ii)
None of (A) the execution, delivery and performance by such Person of this Amendment or the other Credit Documents to which it is a party
and compliance with the terms and provisions thereof or (B) the consummation of the Transactions or the other Credit Documents will (1)
contravene any applicable provision of any material Applicable Law of any Governmental Authority, other than U.S. Federal Cannabis Laws,
or (2) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in
the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of such Person (other
than Liens created under the Credit Documents) pursuant to, (I) the terms of any material indenture, loan agreement, lease agreement,
mortgage or deed of trust, or (II) any other Material Contract, in the case of any of clauses (I) and (II) to which such Person is a
party or by which it or any of its property or assets is bound, except with respect to any conflict, breach or contravention or default
(but not creation of Liens) referred to in clause (2), to the extent that such conflict, breach, contravention or default could not reasonably
be expected to have a Material Adverse Effect.


 


(iii)
No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person, and no
consent or approval under any contract or instrument (other than those that have been duly obtained or made and which are in full force
and effect, or if not obtained or made, individually or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect) is required for the consummation of the Transactions or the due execution, delivery or performance by such Person of this Amendment
or any other Credit Document to which it is a party, or for the due execution, delivery or performance of this Amendment or the other
Credit Documents, in each case by such Person. There does not exist any judgment, order, injunction or other restraint issued or filed
with respect to the transactions contemplated by the Credit Documents, the consummation of the Transactions, the making of the Loans
or the performance by such Person of its Obligations under this Amendment and the other Credit Documents.


 


(iv)
With respect to each Pledgor, the representations and warranties of such Pledgor set forth in the Individual Pledge Agreement and in
any other Credit Document are true and correct in all material respects (or, in the case of any such representation or warranty already
qualified by materiality, in all respects) on and as of the date hereof (or, in the case of any such representation or warranty expressly
stated to have been made as of a specific date, as of such specific date).


 


(v)
With respect to each Opco Mortgagor, the representations and warranties of such Opco Mortgagor set forth in the Opco Mortgagor Guaranty
Agreement and in any other Credit Document are true and correct in all material respects (or, in the case of any such representation
or warranty already qualified by materiality, in all respects) on and as of the date hereof (or, in the case of any such representation
or warranty expressly stated to have been made as of a specific date, as of such specific date).


 


5.
Reaffirmation of Obligations. Each of the Credit Parties, Opco Mortgagors and the Pledgors hereby (a) reaffirms and confirms
(i) the execution and delivery of, and all of its obligations under, the Credit Documents to which it is a party, including, without
limitation, the Credit Agreement, the Individual Pledge Agreement, the Opco Mortgagor Guaranty Agreement and the Opco Mortgagor Mortgage,
and agrees that this Amendment does not operate to reduce or discharge any Credit Party’s, any Opco Mortgagor’s or any Pledgor’s
obligations under such Credit Documents or constitute a novation of any indebtedness or other obligations under any Credit Documents,
and (ii) its guarantees, pledges, grants and other undertakings under the Credit Agreement and the other Credit Documents to which it
is a party, (b) agrees that (i) each Credit Document to which it is a party shall continue to be in full force and effect and (ii) all
guarantees, pledges, grants and other undertakings thereunder shall continue to be in full force and effect and shall accrue to the benefit
of the Secured Parties, and (c) reaffirms and confirms the continuing security interests in its respective assets granted in favor of
the Collateral Agent pursuant to each of the Security Documents. Each of the Credit Parties, the Opco Mortgagors and the Pledgors hereby
acknowledges and consents to the transactions contemplated by, and the execution and delivery of, this Amendment and the other Credit
Documents.


 




    	4



     


    

 


6.
Conditions Precedent to Effectiveness. This Amendment shall become effective as of the date of this Amendment when, and only
when, the Administrative Agent shall have received the following, in form and substance satisfactory to Administrative Agent:


 


(a)
counterparts of this Amendment, duly executed by an Authorized Officer of each Credit Party, New Borrower, each Opco Mortgagor, each
Pledgor, Administrative Agent and the Lenders, including, without limitation, the New Lenders;


 


(b)
amended and restated Notes reflecting the Incremental Advance Loans and the addition of New Borrower, duly executed by an Authorized
Officer of each of New Borrower as a Person comprising Borrower and the other Persons comprising Borrower;


 


(c)
an Assumption Agreement (as described in the Security Agreement), duly executed by an Authorized Officer of New Borrower;


 


(d)
an Opco Mortgagor Guaranty Agreement, duly executed by 7221 Jessup, LLC, a Maryland limited liability company;


 


(e)
except as otherwise provided on Schedule 8.15 of the Credit Agreement, (i) Mortgages, or amendments thereof, with respect to the owned
Real Property of a Credit Party that constitutes Collateral listed on Schedule 7.15(a) of the Credit Agreement and the Real Property
owned by Opco Mortgagors, duly executed by Credit Party or Opco Mortgagor party thereto and, for the avoidance of doubt, securing all
obligations under the Credit Agreement, as amended by this Amendment, and (ii) evidence that a counterpart of each such Mortgage or amendment
thereof has been recorded, or that arrangements for recording reasonably satisfactory to Administrative Agent have been made, in the
place necessary, in the Collateral Agent’s reasonable judgment, to create a valid and enforceable first priority Lien in favor
of the Collateral Agent for the benefit of itself, the Lenders and the other Secured Parties;


 


(f)
executed legal opinions of Dentons US LLP, counsel to the Credit Parties, New Borrower and Opco Mortgagors and Dentons Canada LLP, Canadian
counsel to the Credit Parties, which opinions shall be addressed to the Agents and the Secured Parties and shall be in form and substance
reasonably satisfactory to the Administrative Agent;


 


(g)
a certificate for each Credit Party, New Borrower and each Opco Mortgagor, duly executed and delivered by an Authorized Officer of each
such Person, as to: (i) resolutions of each such Person’s board of managers or directors (or other managing body, in the case of
a Person that is not a corporation) then in full force and effect expressly and specifically authorizing, to the extent relevant, all
aspects of the Credit Documents applicable to such Person and the execution, delivery and performance of each Credit Document, in each
case, to be executed by such Person; (ii) the incumbency and signatures of its Authorized Officers and any other of its officers, directors,
members, trustees, managers, managing member or general partner, as applicable, authorized to act with respect to each Credit Document
to be executed by such Person; and (iii) each such Person’s Organization Documents, as amended, modified or supplemented as of
the date hereof, certified by the appropriate officer or official body of the jurisdiction of organization of such Person, or, for each
of clauses (i), (ii) and (iii) above, a confirmation that such documents have not changed since the most recent certification to Administrative
Agent;


 




    	5



     


    

 


(h)
the results of a search of the UCC and PPSA filings (or equivalent filings), in addition to tax Lien and judgment Lien searches made
with respect to each Credit Party and New Borrower, together with copies of the financing statements and other filings (or similar documents)
disclosed by such searches, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any
such financing statement and other filings (or similar document) are Permitted Liens or have been released or will be released substantially
simultaneously with the making of the Loans under the Credit Agreement;


 


(i)
a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; and


 


(j)
such other documents to be executed by the Credit Parties, the Opco Mortgagors and New Borrower as may be reasonably requested by the
Administrative Agent.


 


7.
Incorporation by Reference. Sections 12.05, 12.13 and 12.15 of the Credit Agreement are hereby incorporated by reference,
mutatis mutandis, as if such Sections were set forth in full herein.


 


8.
Miscellaneous.


 


(a)
Amendment, Modification and Waiver. This Amendment may not be amended and no provision hereof may be waived except pursuant to
a writing signed by each of the parties hereto.


 


(b)
Governing Law. This Amendment and any claims controversy, dispute or cause of action (whether in contract or tort or otherwise)
based upon, arising out of or relating to this Amendment and the transactions contemplated hereby shall be governed by, and construed
in accordance with, the laws of the State of Illinois, without reference to conflicts of law provisions which would result in the application
of the laws of any other jurisdiction.


 


(c)
Severability. Any term or provision of this Amendment that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and
provisions of this Amendment or affecting the validity or enforceability of any of the terms or provisions of this Amendment in any other
jurisdiction. If any provision of this Amendment is so broad as to be unenforceable, the provision shall be interpreted to be only so
broad as would be enforceable.


 


(d)
Counterparts; Integration; Effectiveness. This Amendment may be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This
Amendment, the Credit Agreement (as amended hereby) and the other Credit 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. Except as provided in Section 6 hereof, this Amendment shall become effective when it shall have been
executed by Agent and when Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the
other parties hereto. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e.,
“pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment.


 


(e)
Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning
hereof.


 


(f)
Reference to and Effect on the Credit Agreement and the Other Credit Documents. On and after the date hereof, each reference in
the Credit Agreement to “this Agreement”, “hereunder”, “herein” or words of like import referring
to the Credit Agreement, and each reference in the other Credit Documents to the “Credit Agreement”, “thereunder”,
“thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Existing Credit
Agreement as amended by this Amendment. Except as specifically amended by this Amendment, the Existing Credit Agreement and the other
Credit Documents shall remain in full force and effect and are hereby ratified and confirmed and this Amendment shall not be considered
a novation. The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as
a waiver of any right, power or remedy of Agent or Lender under, the Credit Agreement or any of the other Credit Documents. This Amendment
shall be deemed to be a Credit Document as defined in the Credit Agreement.


 


9.
Construction. This Amendment has been prepared through the joint efforts of all of the parties hereto. Neither the provisions
of this Amendment, nor any alleged ambiguity herein, shall be interpreted or resolved against any party on the grounds that such party
or its counsel drafted this Amendment, or based on any other rule of strict construction. Each of the parties represents that such party
has carefully read this Amendment and that such party knows the contents hereof and has signed the same freely and voluntarily.


 


[Remainder
of page intentionally left blank.]


 




    	6



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered effective as of the date hereof.


 


 





	 	CREDIT PARTIES:
	 	 	 
	 	VERANO HOLDINGS CORP.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George P. Archos
	 	Title:	Chief Executive Officer
	 	 	 
	 	130 MONROEVILLE, LLC
	 	 
	 	By:	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title:	Chief Executive Officer
	 	 	 
	 	16 MAGOTHY BEACH ROAD, LLC
	 	 
	 	By:	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title:	Chief Executive Officer
	 	 	 
	 	2000-2015 W. 3RD STREET, LLC
	 	 
	 	By:	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title:	Chief Executive Officer
	 	 	 
	 	270 CRANBERRY, LLC
	 	 
	 	By:	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title:	Chief Executive Officer


 




    	Fourth Amendment to Amended and Restated Credit Agreement



     


    

 





	 	5409 S. POWER ROAD, LLC
	 	 
	 	By:	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title:	Chief Executive Officer
	 	 	 
	 	799 WASHINGTON, LLC
	 	 
	 	By:	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title:	Chief Executive Officer
	 	 	 
	 	A&T SPV II LLC
	 	 
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title:	Chief Executive Officer
	 	 	 
	 	AGRONOMY HOLDINGS, LLC
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title:	Manager
	 	 	 
	 	AGRONOMY INNOVATIONS LLC
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title:	Manager
	 	 	 
	 	ALBION MM, LLC
	 	 
	 	By:	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title:	Chief Executive Officer


 




    	Fourth Amendment to Amended and Restated Credit Agreement



     


    

 





	 	ALTERNATIVE MEDICAL ENTERPRISES LLC
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title:	Manager
	 	 	 
	 	ALTMED, LLC
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title: 	Manager
	 	 	 
	 	ATARAXIA, LLC
	 	 
	 	By:	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title:	Chief Executive Officer
	 	 	 
	 	BRANCHBURG RTE. 22, LLC
	 	 
	 	By:	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title:	Chief Executive Officer
	 	 	 
	 	CAVE CREEK RE LLC
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title:	Manager
	 	 	 
	 	VERANO HOLDINGS USA CORP.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title:	Chief Executive Officer


 




    	Fourth Amendment to Amended and Restated Credit Agreement



     


    

 





	 	FOUR DAUGHTERS COMPASSIONATE CARE INC.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title:	Director
	 	 	 
	 	GLASS CITY ALTERNATIVES, LLC
	 	 
	 	By:	its Manager, VHGCA Holdings, LLC
	 	By:	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title:	Chief Executive Officer
	 	 	 
	 	NSE PENNSYLVANIA LLC
	 	 
	 	By:	its Manager, Verano NSE Holdings, LLC
	 	By:	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title:	Chief Executive Officer
	 	 	 
	 	NUTRAE, LLC
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title:	Manager
	 	 	 
	 	NUUVN HOLDINGS, LLC
	 	 
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title:	Chief Executive Officer
	 	 	 
	 	OHIO NATURAL TREATMENT SOLUTIONS, LLC
	 	 
	 	By:	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title:	Chief Executive Officer


 




    	Fourth Amendment to Amended and Restated Credit Agreement



     


    

 


	 	PLANTS OF RUSKIN GPS, LLC
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Manager
	 	 	 
	 	PLANTS OF RUSKIN, LLC
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title:	Manager
	 	 	 
	 	RVC 360, LLC
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	 George Archos
	 	Title: 	Manager
	 	 	 
	 	SGI 1 LLC
	 	 
	 	By: 	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	VERANO ARIZONA II, LLC
	 	 
	 	By: 	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	VERANO ARIZONA, LLC
	 	 
	 	By: 	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer



 




    	Fourth Amendment to Amended and Restated Credit Agreement



     


    

 


	 	VERANO ARLINGTON, LLC
	 	 
	 	By: 	its Manager, Verano Holdings, LLC
	 	By: 	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	VERANO EL DORADO, LLC
	 	 
	 	By: 	its Manager, Verano Holdings, LLC
	 	By: 	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	VERANO FOUR DAUGHTERS HOLDINGS, LLC
	 	 
	 	By: 	its Manager, Verano Holdings, LLC
	 	By: 	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	VERANO HOLDINGS, LLC
	 	 
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title:	 Chief Executive Officer
	 	 	 
	 	VERANO IP, LLC
	 	 
	 	By: 	its sole member, Verano Holdings, LLC
	 	By: 	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	VERANO MICHIGAN, LLC
	 	 
	 	By:	its Manager, Verano Holdings, LLC
	 	By: 	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title: 	Chief Executive Officer



 




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	 	VERANO NJ HOLDINGS, LLC
	 	 
	 	By: 	its Manager, Verano Holdings, LLC
	 	By: 	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	VERANO NSE HOLDINGS, LLC
	 	 
	 	By:	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	VERANO TECHNOLOGIES, LLC
	 	 
	 	By:	its sole member, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title:	Chief Executive Officer
	 	 	 
	 	VERANO THC HOLDINGS, LLC
	 	 
	 	By: 	its Manager, Verano Holdings, LLC
	 	By: 	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title:	Chief Executive Officer
	 	 	 
	 	VHGCA HOLDINGS, LLC
	 	 
	 	By:	its Manager, Verano Holdings, LLC
	 	By: 	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer



 




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	 	VHGRX HOLDINGS, LLC
	 	 
	 	By: 	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	VZL STAFFING SERVICES, LLC
	 	 
	 	By:	its Manager, Verano Holdings, LLC
	 	By: 	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	ZEN LEAF RETAIL, LLC
	 	 
	 	By: 	its sole member, Verano Holdings, LLC
	 	By: 	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	ZEN LEAF TECHNOLOGIES, LLC
	 	 
	 	By: 	its sole member, Verano Holdings, LLC
	 	By: 	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	ZENNORTH, LLC
	 	 
	 	By: 	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	ZNN HOLDINGS, LLC
	 	 
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer



 




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	 	4444 W. CRAIG ROAD, LLC
	 	 
	 	By:	its Manager, Lone Mountain Partners, LLC
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Authorized Person
	 	 	 
	 	CHICAGO NATURAL TREATMENT SOLUTIONS, LLC
	 	 
	 	By: 	its Manager, Verano Holdings, LLC
	 	By: 	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	GLD HOLDINGS, LLC
	 	 
	 	By: 	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	HEALTHWAY SERVICES OF WEST ILLINOIS, LLC
	 	 
	 	By:	its Manager, Union Management Group, LLC
	 	By: 	its Manager, Copperstone Trust
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Trustee
	 	 	 
	 	MDCULT, LLC
	 	 
	 	By:	its Manager, Verano Holdings, LLC
	 	By: 	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	NATURAL TREATMENT SOLUTIONS, LLC
	 	 
	 	By: 	its Manager, Verano Holdings, LLC
	 	By: 	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer


 




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	 	REDFISH HOLDINGS, INC.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Authorized Person
	 	 	 
	 	REDMED, LLC
	 	 
	 	By: 	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	SAINT CHICAGO, LLC
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Manager
	 	 	 
	 	VERANO EVANSTON, LLC
	 	 
	 	By:	its Manager, Verano Illinois, LLC
	 	By:	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	VERANO HIGHLAND PARK, LLC
	 	 
	 	By: 	its Manager, Verano Illinois, LLC
	 	By:	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	VERANO ILLINOIS, LLC
	 	 
	 	By:	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer



 




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	 	VHMD PROCESSOR, LLC
	 	 
	 	By:	its Manager, Verano Holdings, LLC
	 	By: 	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	WEST CAPITAL LLC
	 	 
	 	By:	its Manager, Union Management Group, LLC
	 	By: 	its Manager, Copperstone Trust
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	George Archos
	 	Title: 	Trustee
	 	 	 
	 	MOTHER GROWS BEST, LLC
	 	 
	 	By:	its Manager, Verano Holdings, LLC
	 	By:	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	NEW BORROWER:
	 	 	 
	 	MOTHER KNOW’S BEST, LLC
	 	 
	 	By: 	its Manager, Verano Holdings, LLC
	 	By: 	its Manager, Verano Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Chief Executive Officer
	 	 	 
	 	 
	 	PLEDGORS:
	 	 
	 	/s/ “George Archos”
	 	GEORGE P. ARCHOS
	 	 	 
	 	/s/ “Maria Archos”
	 	MARIA ARCHOS
	 	 	 
	 	/s/ “Samuel Dorf”
	 	SAMUEL B. DORF


 




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	 	ON BEHALF OF THE ESTATE OF MARLA A. DORF
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	Samuel B. Dorf
	 	Title:	Authorized Representative
	 	 	 
	 	OPCO MORTGAGORS:
	 	 	 
	 	2900 LONE MOUNTAIN, LLC
	 	 
	 	By:	its sole member, Nevada Natural Treatment Solutions, LLC
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name: 	George Archos
	 	Title: 	Member
	 	 	 
	 	CHIVEGAS REAL ESTATE, LLC
	 	 
	 	By: 	its sole member, Nevada Natural Treatment Solutions, LLC
	 	 	 
	 	By:	/s/ “George Archos”
	 	Name:	 George Archos
	 	Title: 	Member
	 	 	 
	 	BUCHANAN DEVELOPMENT LLC
	 	 
	 	By:	its Manager, Verano M12, LLC
	 	 	 
	 	By:	/s/ “Samuel Dorf”
	 	Name: 	Samuel Dorf
	 	Title: 	Manager


 






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	 	ADMINISTRATIVE
    AGENT AND COLLATERAL AGENT:
	 	 	 
	 	CHICAGO
    ATLANTIC ADMIN, LLC
	 	 	 
	 	By:	/s/ “John Mazarakis”
	 	Name:	John
Mazarakis
	 	Title:
    	Authorized
    Person


 




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	 	LENDERS:
	 	 	 
	 	CHICAGO
    ATLANTIC REAL ESTATE FINANCE, INC.
	 	 	 
	 	By:	/s/ “John Mazarakis”
	 	Name:
    	John
    Mazarakis
	 	Title:	Authorized
Person


 




    	Fourth Amendment to Amended and Restated Credit Agreement



     


    

 


	 	CHICAGO
    ATLANTIC CREDIT COMPANY, LLC
	 	 	 
	 	By:	/s/
    “John Mazarakis”                
	 	Name:	John
Mazarakis
	 	Title:
    	Authorized
    Person


 




    	Fourth Amendment to Amended and Restated Credit Agreement



     


    

 


	 	BLACK
    MAPLE CAPITAL PARTNERS LP
	 	 	 
	 	By:	                
	 	Name:
    	 
	 	Title:	 


 




    	Fourth Amendment to Amended and Restated Credit Agreement



     


    

 


	 	FMV
    VH, LLC
	 	 	 
	 	By:	                
	 	Name:
    	 
	 	Title:	 


 




    	Fourth Amendment to Amended and Restated Credit Agreement



     


    

 


	 	BLACKNER
    STONE FAMILY TRUST
	 	 	 
	 	By:	                
	 	Name:	 
	 	Title:	 


 




    	Fourth Amendment to Amended and Restated Credit Agreement



     


    

 


	 	LAGO
    INNOVATION FUND LLC
	 	 	 
	 	By:	                
	 	Name:
    	 
	 	Title:	 


 




    	Fourth Amendment to Amended and Restated Credit Agreement



     


    

 


	 	JGB
    (CAYMAN) LAKENVELDER LTD.
	 	 	 
	 	By:	                
	 	Name:	 
	 	Title:	 


 




    	Fourth Amendment to Amended and Restated Credit Agreement



     


    

 


	 	PROVIDENT
    TRUST GROUP, LLC FBO BLACKNER STONE AND ASSOCIATES DEFINED BENEFIT PLAN
	 	 	 
	 	By:	                
	 	Name:
    	 
	 	Title:	 


 




    	Fourth Amendment to Amended and Restated Credit Agreement



     


    

 


	 	CACTUS
    CAT LLC
	 	 	 
	 	By:	                
	 	Name:
    	 
	 	Title:	 


 




    	Fourth Amendment to Amended and Restated Credit Agreement



     


    

 


	 	LAGO
    INNOVATION FUND II, LLC
	 	 	 
	 	By:	                
	 	Name:
    	 
	 	Title:	 


 




    	Fourth Amendment to Amended and Restated Credit Agreement



     


    

 


	 	AFC
    GAMMA, INC.
	 	 	 
	 	By:	                
	 	Name:
    	 
	 	Title:	 


 




    	Fourth Amendment to Amended and Restated Credit Agreement



     


    

 


	 	INTREPID
    INCOME FUND
	 	 	 
	 	By:	                
	 	Name:	 
	 	Title:	 


 




    	Fourth Amendment to Amended and Restated Credit Agreement



     


    

 


	 	INTREPID
    CAPITAL FUND
	 	 	 
	 	By:	                
	 	Name:
    	 
	 	Title:	 


 




    	Fourth Amendment to Amended and Restated Credit Agreement



     


    

 


	 	CHICAGO
    ATLANTIC CREDIT OPPORTUNITIES, LLC
	 	 	 
	 	By:	/s/
“John Mazarakis”
	 	Name:	John
Mazarakis
	 	Title:
    	Authorized
    Person


 




    	Fourth Amendment to Amended and Restated Credit Agreement



     


    

 


	 	FLOWER
    LOAN HOLDCO, LLC
	 	 	 
	 	By:	                
	 	Name:
    	 
	 	Title:	 


 




    	Fourth Amendment to Amended and Restated Credit Agreement