Exhibit
4.5


 


SECOND
AMENDMENT


TO


AGREEMENT
AND PLAN OF MERGER


 


This
Second Amendment to Agreement and Plan of Merger, dated to be effective as of February 5, 2021 (this “Amendment”),
is entered into by and among Verano Holdings, LLC, a Delaware limited liability company (the “Verano”), Alternative
Medical Enterprises LLC, a Delaware limited liability company (“AME”), Plants of Ruskin GPS, LLC, a Delaware limited
liability company (“POR”), RVC 360, LLC, a Delaware limited liability company (“RVC”), and John
Tipton, solely in his capacity as the Member Representative thereunder (the “Member Representative”), and amends that
certain Agreement and Plan of Merger, dated November 6, 2020, by and among Verano, AME, POR, RVC and the Member Representative, as amended
by that certain First Amendment to Agreement and Plan of Merger, dated December 14, 2020 (as amended, the “Agreement”).
Capitalized terms used in this Amendment and not otherwise defined have the meaning ascribed to such terms in the Agreement.


 


RECITALS


 


A.
Pursuant to the Agreement, Verano and the Companies desire to combine the Verano Business and the AME Business under a combined corporate
ownership structure pursuant to the Plan of Arrangement. In order to consummate the Arrangement and effect the Combination, the Agreement
contemplates that, among other things, the Companies will effectuate the Company Mergers and that in connection with and as a result
of the Company Mergers, each of AME, POR and RVC will continue in existence under the FRLLCA as the surviving entities.


 


B.
As of the date of the Agreement, each of AME, POR and RVC were limited liability companies organized under the Laws of the State of Florida.
However, at the request of Verano, each Company has caused the filing of certificates of conversion to convert such Company from a Florida
limited liability company to a Delaware limited liability company (collectively, the “Conversion”) in order to expeditiously
accomplish the Company Mergers under the Laws of the State of Delaware.


 


C.
The parties intend that in connection with and as a result of the Company Mergers, each of AME, POR and RVC will continue in existence
under the DLLCA as the surviving entities.


 


D.
Verano, the Companies and the Member Representative now desire to amend the Agreement to reflect that AME, POR and RVC are Delaware limited
liability companies and will continue to exist as Delaware limited liability companies after giving effect to the Company Mergers.


 


AGREEMENTS


 


In
consideration of the mutual representations, warranties, covenants and agreements set forth in this Amendment, and for other good and
valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


Section
1. Amendments to the Agreement.


 


a)
Any reference in the Agreement to AME, POR or RVC being a Florida limited


 


liability
company is deemed to be a reference to such entity’s status as a Florida limited liability company as of the date of the Agreement
and up until the effective time of the Conversion, and upon the effective time of the Conversion, any such references shall instead be
deemed to reference such entity’s status as a Delaware limited liability company.





 




    	1 



    	 



    

 


b)
The definitions of Merger Sub 2, Merger Sub 3 and Merger Sub 4 in Recital D are hereby amended by deleting the references to each being
“a wholly-owned Florida limited liability company” and replacing such references with “a wholly-owned Delaware limited
liability company.”


 


c)
All references to “FRLLCA” in Section 2.01 are hereby deleted and replaced with “DLLCA.”


 


d)
All references to the “Secretary of State of the State of Florida” and “FRLLCA” in Section 2.04 are hereby deleted
and replaced with the “Secretary of State of the State of Delaware” and “DLLCA,” respectively.


 


e)
All references to “FRLLCA” in Section 2.05 are hereby deleted and replaced with “DLLCA.”


 


f)
The first sentence in Section 3.01 is hereby deleted and replaced with the following sentences: “As of the date hereof, such Company
is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Florida. As of January
26, 2021 and as of the Closing Date, such Company is a limited liability company duly organized, validly existing and in good standing
under the Laws of the State of Delaware.”


 


Section
2. Conduct of Business Prior to the Closing. It is agreed and acknowledged that the Companies have effectuated the Conversion at
the request of Verano, and such Conversion is deemed to be approved by Verano and in compliance with the Companies’ obligations
set forth in the Agreement, including but not limited to Section 5.01.


 


Section
3. Further Actions. At any time and from time to time, each party hereto agrees, without further consideration, to take such actions
and to execute and deliver such documents as may be reasonably necessary to effectuate the purposes of this Amendment and the Agreement.


 


Section
4. Counterparts. To facilitate execution, this Amendment may be executed in as many counterparts as may be required. It shall not
be necessary that the signature on behalf of all parties hereto appear on each counterpart hereof. Counterparts hereof shall collectively
constitute a single agreement. Facsimile and electronic signatures via portable document format shall have the same valid and binding
effect as original signatures.


 


Section
5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without
giving effect to the principles thereof relating to conflict of laws.


 


Section
6. Entire Agreement. This Amendment, together with the recitals, contains the entire understanding of the parties hereto with respect
to the subject matter hereof, and all prior negotiations, discussions, agreements, commitments and understandings among any of the parties
with respect thereto not expressly contained herein shall be null and void in their entirety, effective immediately with no further actions
required.


 


Section
7. Continued Legal Force and Effect. The Agreement, as amended by this Amendment, shall continue in full force and effect and is
binding on the parties hereto. All references to the Agreement set forth therein, or in any Ancillary Documents or any other agreements,
certificates or documents, shall be to the Agreement as amended by this Amendment.


 


[Signature
page follows.]


 



    	2 



    	 



    







 


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


 





	 	VERANO:
	 	 
	 	Verano
    Holdings, LLC
	 	 	 
	 	By	/s/
    “George Archos”
	 	Name:	George
    Archos
	 	Title:	CEO
	 	 	 
	 	THE
    COMPANIES:
	 	 	 
	 	Alternative
    Medical Enterprises LLC
	 	 	 
	 	By	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Plants
    of Ruskin GPS, LLC
	 	 	 
	 	By	/s/
    “John Tipton”
	 	Name:	John
    Tipton
	 	Title:	 
	 	 	 
	 	RVC
    360, LLC
	 	 	 
	 	By	/s/
    “John Tipton”
	 	Name:	John
    Tipton
	 	Title:	 
	 	 	 
	 	MEMBER
    REPRESENTATIVE:
	 	 	 
	 	John
    Tipton, solely in his capacity as Member Representative and without personal liability
	 	 
	 	By	/s/
                                            “John Tipton”

	 	 	John
    Tipton


 






    	 



    	 



    

 


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


 


	 	VERANO:
	 	 	 
	 	Verano
    Holdings, LLC
	 	 	 
	 	By	

	 	Name:	 
	 	Title:	 
	 	 	 
	 	THE
    COMPANIES:
	 	Alternative
    Medical Enterprises LLC
	 	 	 
	 	By:	/s/
                                            “R. Michael Smullen”

	 	Name:	R.
    Michael Smullen
	 	Title:	 
	 	 	 
	 	Plants
    of Ruskin GPS, LLC
	 	 	 
	 	By	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	RVC
    360, LLC
	 	 	 
	 	By	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	MEMBER
    REPRESENTATIVE:
	 	 	 
	 	John
    Tipton, solely in his capacity as Member Representative and without personal liability
	 	 
	 	By	 John
    Tipton


 



    	 



    	 



    




 


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


 


	 	VERANO:
	 	 
	 	Verano Holdings, LLC
	 	 
	 	By	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	THE COMPANIES:
	 	 
	 	Alternative Medical Enterprises LLC
	 	 
	 	By	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Plants of Ruskin GPS, LLC
	 	 
	 	BY	/s/ “John
                                            Tipton”

	 	Name:	John Tipton

	 	Title:	Manager 
	 	 	 
	 	RVC 360, LLC
	 	 
	 	By	/s/
    “John Tipton”
	 	Name: 	John Tipton

	 	Title:	Manager 
	 	 	 
	 	MEMBER REPRESENTATIVE:
	 	 
	 	John Tipton, solely in his capacity as
    Member Representative and without personal liability
	 	 
	 	By	/s/
    “John Tipton”
	 	 	John Tipton