Exhibit
4.1


 


Execution
Version


 


VERANO
HOLDINGS, LLC
 
 AND
 
 MAJESTA MINERALS INC.
 
 AND
 
 1276268 B.C. LTD.
 
 AND
 
 1277233 B.C.
LTD.


 AND
 
 1278655 B.C. LTD.


 


ARRANGEMENT
AGREEMENT


 


DATED
DECEMBER 14, 2020


 



    	 



     


    

 


	TABLE
    OF CONTENTS	 
	 	 
	ARTICLE
    1 INTERPRETATION	2
	1.1	Definitions	2
	1.2	Interpretation
    Not Affected by Headings	13
	1.3	Number
    and Gender	13
	1.4	Date
    for Any Action	13
	1.5	Currency	13
	1.6	Knowledge	13
	1.7	Schedules	14
	1.8	Representations
    and Warranties	14
	1.9	Covenants	15
	 	 	 
	ARTICLE
    2 THE ARRANGEMENT	 15
	2.1	Arrangement	15
	2.2	Interim
    Order	15
	2.3	Pubco
    Meeting	16
	2.4	Circular
    and Listing Statement	17
	2.5	Preparation
    of Filings	18
	2.6	Final
    Order	19
	2.7	Court
    Proceedings	19
	2.8	Arrangement
    and Effective Date	19
	2.9	Announcement
    and Shareholder Communications	20
	2.10
    	Withholding
    Taxes	20
	2.11
    	U.S.
    Securities Law Matters	21
	2.12
    	U.S.
    Tax Matters	23
	 	 	 
	ARTICLE
    3 CONDITIONS	 23
	3.1	Mutual
    Conditions Precedent	23
	3.2	Additional
    Conditions Precedent to the Obligations of Verano	24
	3.3	Additional
    Conditions Precedent to the Obligations of Pubco	27
	3.4	Additional
    Conditions Precedent to the Obligations of BC Newco	28
	3.5	Additional
    Conditions Precedent to the Obligations of Finco	30
	3.6	Satisfaction
    of Conditions	31
	3.7	Pubco
    Shareholder Voting Agreements	31
	 	 	 
	ARTICLE
    4 ADDITIONAL AGREEMENTS	31
	4.1	Non-Solicitation	31
	4.2	Resulting
    Issuer Board and Year End	32
	4.3	Finco
    Subscription Receipts	32



  



    	- i -



    	 



    

 


	4.4	Consolidation
    and Capitalization	32
	4.5	Notices
    of Certain Events	33
	4.6	Additional
    Covenants Regarding the Arrangement	34
	4.7	Additional
    Covenants Regarding the Businesses of Certain Parties	34
	 	 	 
	ARTICLE
    5 TERM, TERMINATION, AMENDMENT AND WAIVER	 36
	5.1	Term	36
	5.2	Termination	36
	5.3	Expenses
    and Termination Fees	37
	5.4
    	Amendment	39
	5.5	Waiver	39
	 	 	 
	ARTICLE
    6 GENERAL PROVISIONS	39
	6.1	Notices	39
	6.2	Governing
    Law; Waiver of Jury Trial	40
	6.3	Injunctive
    Relief; Damages	41
	6.4	Time
    of Essence	41
	6.5	Entire
    Agreement, Binding Effect and Assignment	41
	6.6	No
    Liability	41
	6.7	Severability	41
	6.8	Counterparts;
    Execution	41
	 	 	 
	SCHEDULE
    “A” PLAN OF ARRANGEMENT	A-1
	SCHEDULE
    “B” REPRESENTATIONS AND WARRANTIES OF VERANO	B-1
	SCHEDULE
    “C” REPRESENTATIONS AND WARRANTIES OF PUBCO	C-1
	SCHEDULE
    “D” REPRESENTATIONS AND WARRANTIES OF BC NEWCO	D-1
	SCHEDULE
    “E” REPRESENTATIONS AND WARRANTIES OF FINCO	E-1
	SCHEDULE
    “F” SPECIAL RIGHTS AND RESTRICTIONS FOR RESULTING ISSUER SUBORDINATE
    VOTING SHARES AND RESULTING ISSUER PROPORTIONATE VOTING SHARES	F-1
	SCHEDULE
    “G” CAPITALIZATION OF THE RESULTING ISSUER	G-1



  



    	- ii -



    	 



    

  


ARRANGEMENT
AGREEMENT


 


THIS ARRANGEMENT AGREEMENT dated December 14, 2020


 


AMONG:


 


VERANO
HOLDINGS, LLC, a limited liability company existing under the Laws of the State of Delaware (“Verano”)


 


-
and -


 


MAJESTA
MINERALS INC., a corporation existing under the Laws of the Province of Alberta (“Pubco”)


 


-
and -


 


1276268
B.C. LTD., a corporation existing under the Laws of the Province of British Columbia (“Finco”)


 


-
and -


 


1277233
B.C. LTD., a corporation existing under the Laws of the Province of British Columbia (“BC Newco”)


 


-
and -


 


1278655
B.C. LTD., a corporation existing under the Laws of the Province of British Columbia (“Pubco Sub”)


 


Capitalized
terms used herein are defined in Article 1 or in the section of this Agreement cross-referenced therein.


 


RECITALS:


 


	A.	The
    Parties seek to complete a Business Combination, as a result of which the businesses of the Parties will be combined, with the Resulting
    Issuer, being Pubco as the surviving corporation resulting from the amalgamation of BC Newco and Pubco;
	 	 
	B.	The
    Parties intend to carry out the transactions contemplated in this Agreement by way of a Plan of Arrangement under the provisions
    of the BCBCA;
	 	 
	C.	Prior
    to the execution and delivery hereof, the AME Agreement and Plan of Merger was executed and delivered.
	 	 
	D.	Contemporaneous
    with the execution and delivery hereof, the Pubco Shareholder Voting Agreements were executed and delivered.



 






    	 



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THIS
AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the Parties covenant and agree as follows:




 


ARTICLE
1


INTERPRETATION


 


	1.1	Definitions




 


In
this Agreement, unless the context otherwise requires:


 


“ABCA”
means the Business Corporations Act (Alberta) and the regulations made thereunder, as now in effect and as they may be promulgated
or amended from time to time;


 


“Action”
means any action, assessment, suit, proceeding (including arbitration proceeding), investigation, complaint, examination, subpoena, claim,
charge, grievance, order, audit, governmental charge or inquiry;


 


“Affected
Person” has the meaning ascribed thereto in Section 2.10;


 


“Affiliate”
or “affiliate” means, with respect to any two Persons, one Person is a Subsidiary of the other or each of the two
Persons is Controlled by the same Person;


 


“Agreement”
means this arrangement agreement, including all schedules annexed hereto, together with the Disclosure Letter as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the terms hereof;


 


“Alberta
Registrar” means the Registrar of Corporations or a Deputy Registrar of Corporations appointed under Section 263 of the ABCA;


 


“AME”
means Alternative Medical Enterprises, LLC;


 


“AME
Agreement and Plan of Merger” means the agreement and plan of merger dated November 6, 2020, as amended December 14, 2020,
among Verano, AME, POR, RVC and a member representative;


 


“Ancillary
Agreements” means the AME Agreement and Plan of Merger, the Verano Agreement and Plan of Merger, the AME Exchange Agreement,
the Conveyance Agreement, the Finco Amalgamation Agreement, the POR Holdings Exchange Agreement, the Pubco Assumption Agreement, the
Verano Blockerco Exchange Agreement and the Verano Subsidiary Exchange Agreement (as each such term is defined in the Plan of Arrangement);


 


“Anti-Money
Laundering Laws” means all financial recordkeeping and reporting requirements, the applicable anti-money laundering statutes
of all jurisdictions where a Person and/or its subsidiaries conduct business, the rules and regulations thereunder and any related or
similar rules, regulations, or guidelines issued, administered, or enforced by any Governmental Entity;


 


“Arrangement”
means the arrangement set out under the Plan of Arrangement;


 


“BC
Newco” has the meaning ascribed thereto in the Preamble;


 


“BC
Newco Common Shares” means the common shares of BC Newco;


 


“BC
Registrar” means the Registrar of Companies appointed under Section 400 of the BCBCA;


 


“BCBCA”
means the Business Corporations Act (British Columbia) and the regulations made thereunder, as now in effect and as they may be
promulgated or amended from time to time;


 



    	 



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“Board
Nominees” means the nominees for the board of directors of the Resulting Issuer, being George Archos, Mike Smullen, Cristina
Nuñez, William Sweedler and Edward Brown, or such other individuals who are named by Verano, acceptable to the CSE and eligible
to act as directors pursuant to the BCBCA;


 


“Business
Combination” means the transactions contemplated by this Agreement and the Ancillary Agreements, including any amendments or
variations hereto and thereto made in accordance with this Agreement or an Ancillary Agreement, respectively;


 


“Business
Day” has the meaning ascribed thereto in the Plan of Arrangement;


 


“CARES
Act” means the United States Coronavirus Aid, Relief and Economic Security Act, and the regulations made thereunder,
as now in effect and as they may be promulgated or amended from time to time;


 


“Change
in Recommendation” has the meaning ascribed thereto in Section 4.1(c);


 


“Circular”
means the notice of the Pubco Meeting, and the accompanying management information circular, including all schedules, appendices and
exhibits thereto and enclosures therewith, as amended, supplemented or otherwise modified from time to time, to be sent to the Pubco
Shareholders in connection with the Pubco Meeting;


 


“Code”
means the United States Internal Revenue Code of 1986, as amended;


 


“commercially
reasonable efforts” means efforts that are fair, moderate, equitable and suitable under the circumstances and appropriate to
the end in view to be taken by a Person as promptly as practicable that would be reasonable in the circumstances for similarly situated
parties, which efforts do not guarantee an outcome and do not require that Person to (a) engage in conduct that would have a Material
Adverse Effect on such Person; (b) take illegal actions; or (c) take any action that would harm its existence or solvency;


 


“Company
Mergers” means, collectively, (a) the merger of LLC2 with and into AME in accordance with and under the FRLLCA, with AME continuing
as the surviving company in the manner set out in the AME Agreement and Plan of Merger, (b) the merger of LLC3 with and into POR, in
accordance with and under the FRLLCA, with POR continuing as the surviving company in the manner set out in the AME Agreement and Plan
of Merger, and (c) the merger of LLC4 with and into RVC, in accordance with and under the FRLLCA, with RVC continuing as the surviving
company in the manner set out in the AME Agreement and Plan of Merger;


 


“Compliance
Period” means the period of time, as applicable, (a) beginning on (i) January 1, 2018 with respect to Verano and August 17,
2018 with respect to Pubco, (ii) with respect to any Verano Subsidiary or Pubco Sub, the date on which such Person became a Verano Subsidiary
or subsidiary of Pubco, as applicable, and (iii) with respect to any properties or assets, the date on which such properties or assets
were acquired by Verano, any Verano Subsidiary, or any Pubco Entity, as applicable, and (b) ending as of the Effective Date;


 


“Contract”
means any contract, lease, deed, mortgage, license, instrument, note, commitment, undertaking, indenture, joint venture and any other
agreement, commitment and legally binding arrangement, whether written or oral;


 



    	 



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“Control”
means, with respect to any two Persons, a Person (referred to in this definition as the “first Person”) is considered
to control another Person (referred to in this definition as the “second Person”) if (a) the first Person beneficially owns
or directly or indirectly exercises control or direction over the securities of the second Person (i) representing a majority of the
outstanding economic interest in such second Person, assuming exercise or conversion, as applicable of all Derivative Securities or any
other rights to acquire equity securities in such second Person, (ii) representing a majority of the issued and outstanding voting power
of such second Person, or (iii) carrying votes which, if exercised, would entitle the first Person to elect a majority of the directors
or members of the governing body of the second Person, unless that first Person holds the voting securities only to secure an obligation,
or (b) the first Person otherwise has the right or ability to direct the corporate policy of such second Person whether by contract,
or otherwise;


 


“Court”
means the Supreme Court of British Columbia;


 


“CSE”
means the Canadian Securities Exchange;


 


“Depositary”
has the meaning ascribed thereto in the Plan of Arrangement;


 


“Derivative
Securities” means, with respect to any Person, (a) equity awards under any employee benefit plan and (b) warrants, convertible
securities or other rights, Contracts, arrangements or commitments of any character relating to the share capital or other ownership
interests of such Person or obligating such Person to issue or sell any shares in the capital of such Person or other ownership interests
such Person;


 


“Disclosure
Documents” has the meaning ascribed thereto in section (g)(v) of Schedule “C” hereto;


 


“Disclosure
Letter” means the disclosure letter executed by Verano and delivered to Pubco, BC Newco and Finco concurrently with the execution
of this Agreement;


 


“Effective
Date” has the meaning ascribed thereto in the Plan of Arrangement; 


 


“Effective
Time” has the meaning ascribed to such term in the Plan of Arrangement;


 


“Encumbrance”
means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security
interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction
on use, voting, transfer, receipt of income or exercise of any other attribute of ownership;


 


“ERISA”
means the United States Employee Retirement Income Security Act of 1974, as amended, and the regulations made thereunder, as now
in effect and as they may be promulgated or amended from time to time;


 


“Escrow
Agreement” means an escrow agreement entered into by such Persons with respect to securities of the Resulting Issuer as required
by the CSE or pursuant to applicable Securities Law, if any;


 


“Fairness
Engagement Agreement” means the engagement agreement between Pubco and Echelon Wealth Partners Inc. dated November 19, 2020
in respect of the Pubco Fairness Opinion;


 


“Federal
Cannabis Laws” means any U.S. federal laws, civil, criminal or otherwise, as such relate, either directly or indirectly, to
the cultivation, harvesting, production, distribution, sale and possession of cannabis, marijuana or related substances or products containing
or relating to the same, including the prohibition on drug trafficking under 21 U.S.C. § 841(a), et seq., the conspiracy 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;


 



    	 



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“Final
Order” means the final order of the Court pursuant to Section 291 of the BCBCA, in a form acceptable to the Transacting Parties,
each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of the Transacting Parties,
which consent shall not be unreasonably withheld, conditioned or delayed) at any time prior to the Effective Date or, if appealed, then,
unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to the Transacting
Parties, each acting reasonably) on appeal;


 


“Finco”
has the meaning ascribed thereto in the Preamble;


 


“Finco
Board” means the board of directors of Finco as the same is constituted from time to time;


 


“Finco
Common Shares” means the common shares of Finco;


 


“Finco
Shareholder” means a holder of Finco Common Shares;


 


“Finco
Subscription Receipt” means a subscription receipt of Finco which will convert to Finco Common Shares on a one to one basis
prior to the Effective Time;


 


“Finco
Subscription Receipt Holder” means a holder of a Finco Subscription Receipt;


 


“FRLLCA”
has the meaning ascribed thereto in the Plan of Arrangement;


 


“Governing
Documents” means, with respect to any Person, such Person’s notice of articles and articles, articles of incorporation,
certificate of formation, charter, bylaws, operating agreement, partnership agreement, stockholders or membership agreement, or equivalent
organizational or governing documents, as applicable;


 


“Governmental
Entity” means: (a) any multinational, federal, provincial, territorial, state, regional, municipal, local or other government,
governmental or public department, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) any
stock exchange, including the CSE; (c) any subdivision, agent, commission, board or authority of any of the foregoing; or (d) any quasi-governmental
body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any jurisdiction, regulatory,
expropriation or taxing authority under or for the account of any of the foregoing;


 


“Governmental
Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental
Entity;


 


“IFRS”
means International Financial Reporting Standards as issued by the International Accounting Standards Board;


 


“including”
means including without limitation, and “include” and “includes” have a corresponding meaning;


 


“Intellectual
Property” means any and all of the following in any jurisdiction throughout the world: (a) trademarks and service marks, including
all applications and registrations and the goodwill connected with the use of and symbolized by the foregoing; (b) copyrights, including
all applications and registrations related to the foregoing; (c) trade secrets and confidential know-how; (d) patents and patent applications;
(e) internet domain name registrations; and (f) other intellectual property and related proprietary rights, interests and protections;


 



    	 



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“Intended
U.S. Tax Treatment” has the meaning ascribed thereto in Section 2.12;


 


“Interim
Order” means the interim order of the Court contemplated by Section 2.2 of this Agreement and made pursuant to Section 291
of the BCBCA, in a form acceptable to the Transacting Parties, each acting reasonably, providing for, among other things, the calling
and holding of the Pubco Meeting, as the same may be amended by the Court (with the consent of the Transacting Parties, each acting reasonably);


 


“Latest
Balance Sheet” means the unaudited consolidated balance sheet of Verano as of September 30, 2020;


 


“Law”
or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity,
rulings, ordinances, Governmental Orders or other requirements, whether domestic or foreign, including but not limited to, all applicable
requirements of state, provincial and municipal laws, rules and regulations regarding regulated medical and adult use cannabis businesses
and activities, and the terms and conditions of any Permit of or from any Governmental Entity or self-regulatory authority (including
the CSE), but excluding provisions of U.S. federal law that prohibit the cultivation, processing, sale or possession of cannabis and
provisions of U.S. federal law that may be violated due to the federal illegality of cannabis including, but not limited to U.S. federal
money laundering laws (Title 18 U.S.C. § 1956 and § 1957), and the term “applicable” with respect to such
Laws and in a context that refers to a Party, means such Laws as are applicable to such Party and/or its Subsidiaries or their business,
undertaking, property or securities and emanate from a Person having jurisdiction over the Party and/or its Subsidiaries or its or their
business, undertaking, property or securities;


 


“Letter
of Intent” means the letter of intent dated October 23, 2020 between Verano and Pubco, as amended November 6, 2020;


 


“Listing
Statement” has the meaning ascribed thereto in section 2.4(b);


 


“LLC1”
has the meaning ascribed thereto in the Plan of Arrangement;


 


“LLC2”
has the meaning ascribed thereto in the Plan of Arrangement;


 


“LLC3”
has the meaning ascribed thereto in the Plan of Arrangement;


 


“LLC4”
has the meaning ascribed thereto in the Plan of Arrangement;


 


“Mailing
Deadline” means December 27, 2020;


 



    	 



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“Material
Adverse Effect” means any one or more changes, effects, events, occurrences or states of fact with respect to a Person, (i)
that is, or would reasonably be expected to be, material and adverse to the assets, liabilities (including any contingent liabilities
that may arise through outstanding, pending or threatened litigation or otherwise), business, operations, results of operations, capital,
property, obligations (whether absolute, accrued, conditional or otherwise) or financial condition of such Person and its Subsidiaries
taken as a whole, other than changes, effects, events, occurrences or states of fact resulting from: (a) any changes affecting the cannabis
industry generally; (b) any change in the market price of cannabis; (c) general economic, financial, currency exchange, securities or
commodity market conditions in Canada or the United States; (d) any change in U.S. GAAP or IFRS occurring after the date hereof; (e)
any change in applicable Laws or in the interpretation thereof by any Governmental Entity occurring after the date hereof; (f) the commencement,
occurrence, declaration or continuation of any war, armed hostilities or acts of terrorism or any national or international political
or social conditions, pandemics (including the global pandemic caused by COVID-19), including the engagement by the United States or
Canada in hostilities or the escalation thereof, whether or not pursuant to a declaration of a national emergency or war; (g) any action
required or permitted to be taken under this Agreement (provided, that this clause (g) shall not exclude the effect of any action
taken (or omitted to be taken) in the ordinary course of business); or (h) any natural disaster; provided, however, that, in each
case, such changes do not relate primarily to such Person and its Subsidiaries, taken as a whole, or do not or will not have a disproportionate
effect on such Person and its Subsidiaries, taken as a whole, compared to other companies of similar size operating in the cannabis industry
and references in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretative
for purposes of determining whether a “Material Adverse Effect” has occurred; or (ii) that is, or would reasonably be expected
to, prevent or materially delay the ability of such Person to consummate the transactions contemplated hereby. For certainty, a “BC
Newco Material Adverse Effect” shall mean a Material Adverse Effect of BC Newco, a “Finco Material Adverse Effect”
shall mean a Material Adverse Effect of Finco, a “Pubco Material Adverse Effect” shall mean a Material Adverse Effect
of Pubco and/or Pubco Sub, a “Verano Material Adverse Effect” shall mean a Material Adverse Effect of Verano and a
“Resulting Issuer Material Adverse Effect” shall mean a Material Adverse Effect of the Resulting Issuer;


 


“Meeting
Deadline” means January 18, 2021;


 


“misrepresentation”
has the meaning ascribed thereto in applicable Canadian Securities Laws;


 


“NI
41-101” means National Instrument 41-101 – General Prospectus Requirements;


 


“Non-Disclosure
Agreement” means the mutual non-disclosure agreement between Verano and Pubco dated October 8, 2020;


 


“ordinary
course of business”, “ordinary course of business consistent with past practice”, or any similar reference,
means, with respect to an action taken by a Person, that such action is substantially consistent with the past practices of such Person
and is taken in the ordinary course of the normal day-to-day business and operations of such Person;


 


“OSC
Rule 56-501” means Ontario Securities Commission Rule 56-501 – Restricted Shares;


 


“Outside
Date” means March 15, 2021 or up to September 15, 2021 as determined by Verano, on notice to the other Parties, to permit the
closing of the merger transactions contemplated pursuant to the AME Merger Agreement, or such later date as may be agreed to in writing
by the Parties;


 


“Parties”
means Pubco, Verano, BC Newco, Pubco Sub and Finco and “Party” means any of them;


 


“Permits”
means all permits, licenses, franchises, approvals, registrations, findings of suitability, certificates of occupancy, franchises, variances,
authorizations, consents, and similar rights obtained, or required to be obtained, from Governmental Entities;


 


“Permitted
Encumbrances” means (a) Encumbrances for taxes not yet due and payable or being contested in good faith by appropriate procedures;
(b) mechanics, carriers’, workmen’s, repairmen’s or other like Encumbrances arising or incurred in the ordinary course
of business; (c) easements, rights of way, zoning ordinances and other similar encumbrances affecting real property; and (d) other imperfections
of title or encumbrance, if any, that do not and would not reasonably be expected to, interfere with the ownership or use (including
pursuant to any right to use) of the relevant title, right or property; provided in all events the term “Permitted Encumbrances”
shall not include any Encumbrance that secures the payment of any money, including all mechanics’ Encumbrances, mortgages, deeds
of trust, and judgment Encumbrances;


 



    	 



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“Person”
includes an individual, partnership, association, body corporate, trustee, executor, administrator, legal representative, government
(including any Governmental Entity) or any other entity, whether or not having legal status;


 


“Plan
of Arrangement” means the plan of arrangement involving, inter alia, the Parties, substantially in the form of Schedule
“A” hereto, and any amendments or variations thereto made in accordance with the Plan of Arrangement or upon the direction
of the Court in the Final Order with the consent of the Transacting Parties, each acting reasonably;


 


“POR”
means Plants of Ruskin, GPS, LLC, a limited liability company organized under the laws of Florida;


 


“POR
Holdings” has the meaning ascribed thereto in the Plan of Arrangement;


 


“POR
Holdings Reorganization” has the meaning ascribed thereto in Section 2.12;


 


“POR
Units” has the meaning ascribed thereto in the Plan of Arrangement;


 


“Private
Placement” means the private placement of Finco Subscription Receipts for aggregate gross proceeds of at least US$50,000,000
and up to US$100,000,000;


 


“Proposal”
has the meaning ascribed thereto in Section 4.1(b);


 


“Pubco”
has the meaning ascribed thereto in the Preamble;


 


“Pubco
Agreements” means (a) the share sale agreement dated August 17, 2018 among WFE Investments Corp., Durama Enterprises Limited,
Randy Studer and Pubco, (b) the share sale agreement dated August 17, 2018 among WFE Investments Corp., Gregory J. Leia Professional
Corporation, Gregory J. Leia and Pubco, (c) the share sale agreement dated August 17, 2018 among WFE Investments Corp., Merv Pidherney
and Pubco, (d) the share sale agreement dated August 17, 2018 among WFE Investments Corp., Accent Credit Union and Pubco, (e) the general
security agreement dated July 31, 2019 between WFE Investments Corp. and Pubco, (f) the Pubco Convertible Debenture, (g) the Letter of
Intent, (h) the Transfer Agent Agreement, (i) the Fairness Engagement Agreement and (j) the Non-Disclosure Agreement;


 


“Pubco
Annual Meeting Matters” means the annual meeting matters on which the Pubco Shareholders will vote at the Pubco Meeting, being
an ordinary resolution to fix the number of directors of Pubco, an ordinary resolution to elect the Pubco Board and an ordinary resolution
to appoint the Pubco auditors;


 


“Pubco
Arrangement Resolution” means the resolution of the Pubco Shareholders to approve the Arrangement which is to be considered
at the Pubco Meeting;


 


“Pubco
Board” means the board of directors of Pubco as the same is constituted from time to time;


 


“Pubco
Business” has the meaning ascribed thereto in section (f) of Schedule “C” hereto;


 



    	 



    	- 9 -



    

 


“Pubco
Continuance” means the continuance of Pubco from the Province of Alberta to the Province of British Columbia pursuant to Section
302 of the BCBCA and Section 189 of the ABCA;


 


“Pubco
Continuance Resolution” means the special resolution of the Pubco Shareholders to approve the Pubco Continuance which is to
be considered at the Pubco Meeting;


 


“Pubco
Contract” has the meaning ascribed thereto in section (o) of Schedule “C” hereto;


 


“Pubco
Convertible Warrants” means the common share purchase warrants into which (along with Pubco Shares) the Pubco Units are
convertible at an exercise price of $0.06 per share;


 


“Pubco
Convertible Debenture” means the secured 10% convertible debenture dated July 31, 2019, as amended on December 11, 2020, issued
to WFE Investments Corp, which is convertible into Pubco Units;


 


“Pubco
CSE Approval” means the conditional approval of the CSE in respect of the listing of the Resulting Issuer Subordinate Voting
Shares, including for certainty the Resulting Issuer Subordinate Voting Shares issuable upon conversion of the Resulting Issuer Convertible
Notes and the Resulting Issuer Subordinate Voting Shares issuable upon conversion of the Resulting Issuer Proportionate Voting Shares;


 


“Pubco
Dissent Rights” means the rights of dissent exercisable by the Pubco Shareholders in respect of the Pubco Continuance pursuant
to Section 191 of the ABCA and the Plan of Arrangement pursuant to Section 238 of the BCBCA, Article 4 of the Plan of Arrangement and
the Interim Order;


 


“Pubco
Dissenting Shareholder” means a registered Pubco Shareholder who duly exercises its Pubco Dissent Rights and who has not withdrawn
or been deemed to have withdrawn such exercise of Pubco Dissent Rights;


 


“Pubco
Entities” means Pubco and Pubco Sub, with either being a “Pubco Entity”;


 


“Pubco
Entity Board” means the board of directors of the applicable Pubco Entity as the same is constituted from time to time;


 


“Pubco
Fairness Opinion” means a formal written fairness opinion of Echelon Wealth Partners Inc. and addressed to the Pubco Board
to the effect that the Plan of Arrangement is fair, from a financial point of view, to the Pubco Shareholders;


 


“Pubco
Financial Statements” has the meaning ascribed thereto in section (h)(i) of Schedule “C” hereto;


 


“Pubco
Key Shareholders” means each director and officer of Pubco who holds Pubco Shares (and/or securities convertible into, or exchangeable
for, Pubco Shares) and each holder of 5% or more of the Pubco Shares (and/or securities convertible into, or exchangeable for, Pubco
Shares);


 


“Pubco
Material Contract” has the meaning ascribed thereto in section (o) of Schedule “C” hereto;


 


“Pubco
Meeting” means the annual and special meeting of Pubco Shareholders, including any adjournment or postponement thereof, to
be called and held for the purpose of obtaining the approval of the Pubco Meeting Matters;


 



    	 



    	- 10 -



    

 


“Pubco
Meeting Matters” means the Pubco Annual Meeting Matters and the Pubco Special Meeting Matters;


 


“Pubco
Options” means the common shares purchase options of Pubco, expiring November 12, 2021, each of which has an exercise price
of $0.05;


 


“Pubco
Related Party Transaction” has the meaning ascribed thereto in section (q) of Schedule “C” hereto;


 


“Pubco
Share Consolidation” has the meaning ascribed thereto in the Plan of Arrangement; 


 


“Pubco
Shareholder Approval” has the meaning ascribed thereto in Section 2.2(c);


 


“Pubco
Shareholder Voting Agreements” means the voting agreements (including all amendments thereto) among the Pubco Key Shareholders,
Pubco and Verano dated on or before the date hereof setting forth the terms and conditions upon which the Pubco Key Shareholders have
agreed, among other things, to vote their Pubco Shares in favour of all of the matters to be voted on at the Pubco Meeting;


 


“Pubco
Shareholders” means the holders of Pubco Shares;


 


“Pubco
Shares” means the common shares in the capital of Pubco;


 


“Pubco
Special Meeting Matters” means the Pubco Continuance Resolution, the Pubco Arrangement Resolution, the Resulting Issuer Auditor
Resolution, the Resulting Issuer Equity Incentive Plan Resolution and other matters proposed by Verano on which the Pubco Shareholders
will vote at the Pubco Meeting, in accordance with the Interim Order, as applicable;


 


“Pubco
Sub” has the meaning ascribed thereto in the Preamble;


 


“Pubco
Terminating Agreements” means (a) the share sale agreement dated August 17, 2018 among WFE Investments Corp., Durama Enterprises
Limited, Randy Studer and Pubco, (b) the share sale agreement dated August 17, 2018 among WFE Investments Corp., Gregory J. Leia Professional
Corporation, Gregory J. Leia and Pubco, (c) the share sale agreement dated August 17, 2018 among WFE Investments Corp., Merv Pidherney
and Pubco, (d) the share sale agreement dated August 17, 2018 among WFE Investments Corp., Accent Credit Union and Pubco, (e) the general
security agreement dated July 31, 2019 between WFE Investments Corp. and Pubco and (f) the Pubco Convertible Debenture;


 


“Pubco
Termination Fee” means US$100,000;


 


“Pubco
Termination Fee Event” has the meaning ascribed thereto in Section 5.3(b);


 


“Pubco
Units” means the units into which the Pubco Convertible Debenture is convertible at a conversion price of $0.05 per unit each
comprised of a Pubco Share and a Pubco Convertible Warrant;


 


“Pubco
Warrants” means the common share purchase warrants of Pubco, expiring May 12, 2022, each of which has an exercise price of
$0.10;


 


“Regulatory
Approvals” means those sanctions, rulings, consents, notices, orders, exemptions, permits and other approvals (including the
waiver or lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented
if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities;


 



    	 



    	- 11 -



    

 


“Resulting
Issuer” means Pubco as the surviving corporation resulting from the amalgamation of Pubco and BC Newco in accordance with the
Plan of Arrangement;


 


“Resulting
Issuer Auditor Resolution” means the ordinary resolution of the Pubco Shareholders to approve the appointment of the auditor
of the Resulting Issuer which is to be voted on at the Pubco Meeting;


 


“Resulting
Issuer Board” means the board of directors of the Resulting Issuer as initially constituted in accordance with Section 4.2;


 


“Resulting
Issuer Convertible Notes” has the meaning ascribed thereto in the Plan of Arrangement;


 


“Resulting
Issuer Equity Incentive Plan” means the equity incentive plan of the Resulting Issuer, the form of which is to be determined
by Verano, and be acceptable to the CSE and which is to be approved at the Pubco Meeting;


 


“Resulting
Issuer Equity Incentive Plan Resolution” means the ordinary resolution of the Pubco Shareholders to approve the Resulting Issuer
Equity Incentive Plan which is to be voted on at the Pubco Meeting;


 


“Resulting
Issuer Proportionate Voting Shares” means the subordinate voting shares of the Resulting Issuer, with the special rights
and restrictions as set forth in Schedule “F” hereto;


 


“Resulting
Issuer Shares” means the Resulting Issuer Proportionate Voting Shares and the Resulting Issuer Subordinate Voting Shares;


 


“Resulting
Issuer Subordinate Voting Shares” means the subordinate voting shares of the Resulting Issuer, with the special rights and
restrictions as set forth in Schedule “F” hereto;


 


“RVC”
means RVC 360, LLC, a limited liability company organized under the laws of Florida;


 


“Section 3(a)(10) Exemption”
has the meaning ascribed thereto in Section 2.11;


 


“Securities
Laws” means any applicable provincial or territorial securities Laws in a jurisdiction of Canada, together with the rules,
regulations and published policies made thereunder (including but not limited to those of the Canadian Securities Administrators) and
the U.S. Securities Laws, together with all other applicable state and federal securities Laws, rules and regulations and published policies
thereunder, in each case as now in effect and as they may be promulgated or amended from time to time;


 


“SEDAR”
means the System for Electronic Document Analysis and Retrieval;


 


“Subsidiary”
means a Person that is controlled directly or indirectly by another Person and includes a subsidiary of that subsidiary;


 


“Tax
Act” means the Income Tax Act (Canada) and the regulations made thereunder, as now in effect and as they may be promulgated
or amended from time to time;


 



    	 



    	- 12 -



    

 


“Tax
Returns” means all returns, reports, declarations, elections, notices, filings, forms, statements and other documents (whether
in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto,
required by a Governmental Entity to be made or filed in accordance with applicable Laws in respect of Taxes;


 


“Taxes”
means all taxes, duties, fees, premiums, assessments, imposts, levies, expansion fees and other charges of any kind whatsoever imposed
by any Governmental Entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental
Entity in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, windfall,
royalty, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding,
business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and
social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all licence, franchise
and registration fees and all employment insurance, health insurance and Canada and other pension plan premiums or contributions imposed
by any Governmental Entity, and any transferee liability in respect of any of the foregoing;


 


“Transacting
Parties” means Verano and Pubco, and “Transacting Party” means either of them;


 


“Transfer
Agent Agreement” means the transfer agent and registrar agreement between Pubco and Odyssey Trust Company dated November 24,
2020;


 


“United
States” or “U.S.” means the United States of America, its territories and possessions, any State of the
United States and the District of Columbia;


 


“U.S.
Exchange Act” means the United States Securities Exchange Act of 1934, as amended and the rules and regulations promulgated
thereunder;


 


“U.S.
Securities Act” means the United States Securities Act of 1933, as amended and the rules and regulations promulgated
thereunder;


 


“U.S.
Securities Laws” means all applicable securities laws in the United States, including without limitation, the U.S. Securities
Act and the U.S. Exchange Act and the rules and regulations promulgated thereunder, and any applicable state securities laws;


 


“Verano”
has the meaning ascribed thereto in the Preamble;


 


“Verano
Agreement and Plan of Merger” means the agreement and plan of merger to be entered into among Verano, Pubco and LLC1;


 


“Verano
Board” means the board of managers of Verano;


 


“Verano
Business” means the ownership, management and/or operation of marijuana dispensaries, cultivation facilities and manufacturing
businesses in the U.S.; consultancy services related to the operation of marijuana dispensaries, cultivation facilities and manufacturing
businesses; and the licensing of certain Verano intellectual property;


 


“Verano
Financial Statements” has the meaning ascribed thereto in section (h)(i) of Schedule “B” hereto;


 


“Verano
Material Contracts” has the meaning ascribed thereto in section (q) of Schedule “B” hereto;


 



    	 



    	- 13 -



    

 


“Verano
Merger” has the meaning ascribed thereto in the Plan of Arrangement;


 


“Verano
Related Party Contract” has the meaning ascribed thereto in section (s) of Schedule “B” hereto;


 


“Verano
Subsidiaries” means the Subsidiaries of Verano;


 


“Verano
Tax Election” has the meaning ascribed thereto in section (o)(i) of Schedule “B” hereto;


 


“Verano
Termination Fee” means, (i) if a Verano Termination Fee Event occurs on or prior to March 15, 2021 or at any time if the Outside
Date is extended by the mutual agreement of all Parties, US$100,000 or (ii) if a Verano Termination Fee Event occurs after March 15,
2021 and the Outside Date is extended unilaterally by Verano, US$150,000;


 


“Verano
Termination Fee Event” has the meaning ascribed thereto in Section 5.3(c); and


 


“Withholding
Obligations” has the meaning ascribed thereto in Section 2.10.


 


	1.2	Interpretation Not Affected by Headings




 


The
division of this Agreement into Articles, Sections, subsections and paragraphs and the insertion of headings are for convenience of reference
only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the contrary intention appears, references
in this Agreement to an Article, Section, subsection, paragraph or Schedule by number or letter or both refer to the Article, Section,
subsection, paragraph or Schedule, respectively, bearing that designation in this Agreement.


 


	1.3	Number and Gender




 


In
this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing
gender include all genders.


 


	1.4	Date for Any Action




 


If
the date on which any action is required to be taken hereunder by a Party is not a Business Day, such action shall be required to be
taken on the next succeeding day which is a Business Day.


 


	1.5	Currency




 


Unless
otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of Canada and “$” refers
to Canadian dollars. References to US$ refer to United States dollars.


 


	1.6	Knowledge




 


		(a)	In
    this Agreement, references to “the knowledge of Pubco” means the actual knowledge of Michael Stein.



 


		(b)	In
    this Agreement, references to “the knowledge of Verano” means the actual knowledge of George Archos, Sam Dorf, Brian
    Ward or Darren Weiss.



 


		(c)	In
    this Agreement, references to “the knowledge of BC Newco” means the actual knowledge of George Archos.



 


		(d)	In
    this Agreement, references to “the knowledge of Finco” means the actual knowledge of George Archos.



 



    	 



    	- 14 -



    

 


	1.7	Schedules




 


The
following Schedules are annexed to this Agreement and are incorporated by reference into this Agreement and form a part hereof:


 


	 	Schedule
    “A”	Form
    of Plan of Arrangement
	 	Schedule
    “B”	Representations
    and Warranties of Verano
	 	Schedule
    “C”	Representations
    and Warranties of Pubco
	 	Schedule
    “D”	Representations
    and Warranties of BC Newco
	 	Schedule
    “E”	Representations
    and Warranties of Finco
	 	Schedule
    “F”	Special
    Rights and Restrictions for Resulting Issuer Subordinate Voting Shares and the Resulting Issuer Proportionate Voting Shares
	 	Schedule
    “G”	Capitalization
    of the Resulting Issuer



 


	1.8	Representations and Warranties




 


		(a)	Verano
    makes the representations and warranties set forth in Schedule “B” and acknowledges and agrees that the other Parties
    are relying thereon in executing and delivering this Agreement.



 


		(b)	Pubco
    makes the representations and warranties set forth in Schedule “C” and acknowledges and agrees that the other Parties
    (other than Pubco Sub) are relying thereon in executing and delivering this Agreement.



 


		(c)	BC
    Newco makes the representations and warranties set forth in Schedule “D” and acknowledges and agrees that the other Parties
    are relying thereon in executing and delivering this Agreement.



 


		(d)	Finco
    makes the representations and warranties set forth in Schedule “E” and acknowledges and agrees that the other Parties
    are relying thereon in executing and delivering this Agreement.



 



    	 



    	- 15 -



    

 


		(e)	Each
    Party acknowledges that it has conducted to its satisfaction an independent investigation and verification of the financial condition,
    results of operations, assets, liabilities, properties, and projected operations of the other Parties and their respective Subsidiaries
    and, in making its determination to proceed with the transactions contemplated by this Agreement, each Party has relied solely on
    (i) the results of its own independent investigation and verification and (ii) the representations and warranties of such other Party
    expressly and specifically set forth in the applicable Schedules hereto, as qualified, in the case of Verano, by the Disclosure Letter,
    and has not relied on anything else. The representations and warranties of each Party in the applicable Schedules hereto, as qualified,
    in the case of Verano, by the Disclosure Letter, constitute the sole and exclusive representations and warranties of such Party to
    the other Parties in connection with the transactions contemplated hereby. Each of the Parties understands, acknowledges, and agrees
    that all other representations and warranties of any kind or nature expressed or implied (including as to the accuracy or completeness
    of any of the information provided to such Party in the due diligence process, or any information relating to the future or historical
    financial condition, results of operations, assets, or liabilities of any Party’s or its Subsidiaries’ assets, or relating
    to any other information provided to such Party) are specifically disclaimed by the Parties and their respective affiliates, and
    their respective officers, directors, partners, members, employees, agents, representatives, successors, and permitted assigns have
    not and will not rely on any such information or other representations and warranties, and such information and such other representations
    and warranties shall not (except as otherwise expressly represented and warranted to this Agreement) form the basis of any claim
    against the Parties, their respective affiliates, or any of their respective officers, directors, partners, members, shareholders,
    employees, agents, representatives, successors, and permitted assigns with respect thereto or with respect to any related matter.
    With respect to any projection or forecast delivered by or on behalf of any Party or its Subsidiaries to any other Party, each Party
    acknowledges that (i) there are uncertainties inherent in attempting to make such projections and other forecasts and plans, and
    such Party is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections,
    and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections,
    and forecasts, (ii) the accuracy and correctness of such projections and forecasts may be affected by information that may become
    available through discovery or otherwise after the date of such projections and forecasts, (iii) it is familiar with each of the
    foregoing, and (iv) no other Party, its affiliates, or any of their respective officers, directors, partners, members, shareholders,
    employees, agents, representatives, successors, or permitted assigns is making any representation or warranty with respect to such
    projections or forecasts, including the reasonableness of the assumptions underlying such projections or forecasts.



 


		(f)	No
    Party shall assert a breach of any representation or warranty of any other Party contained in this Agreement (including, without
    limitation, in connection with a claim that a condition precedent to the Business Combination has not be satisfied or in connection
    with exercising any right of termination set forth in Article 5) if such Party had knowledge of such inaccuracy or breach.



 


	1.9	Covenants




 


Each
Party makes the covenants applicable to such Party set forth in this Agreement (including in Article 4) and acknowledges and agrees that
the other Parties (or, in the case of Pubco, the other Parties excluding Pubco Sub) are relying thereon in executing and delivering this
Agreement.


 


ARTICLE
2


THE
ARRANGEMENT


 


	2.1	Arrangement




 


Pubco,
Verano, BC Newco, Pubco Sub and Finco agree that the Arrangement will be implemented in accordance with and subject to the terms and
conditions contained in this Agreement and the Plan of Arrangement.


 


	2.2	Interim Order




 


As
soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Pubco Meeting
in accordance with Section 2.3, Pubco shall apply to the Court in a manner and on terms acceptable to Verano, acting reasonably, pursuant
to the BCBCA and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things:


 


		(a)	for
    the class of Persons to whom notice is to be provided in respect of the Arrangement and the Pubco Meeting, and for the manner in
    which such notice is to be provided;



 



    	 



    	- 16 -



    

 


		(b)	for
    calling and holding the Pubco Meeting and the confirmation of the record date for the purposes of determining the holders of Pubco
    Shares entitled to receive materials for and vote at the Pubco Meeting referred to in Section 2.3(a);



 


		(c)	that
    the requisite approval for the Pubco Arrangement Resolution (the “Pubco Shareholder Approval”) shall be: (i) 66
    2/3% of the votes cast on the Pubco Arrangement Resolution by Pubco Shareholders present in person or by proxy at the Pubco Meeting;
    and (ii) a simple majority of the votes cast by minority shareholders of Pubco, as contemplated by OSC Rule 56-501 and Part 12 of
    NI 41-101;



 


		(d)	that,
    in all other respects, unless varied by the Interim Order, the terms, conditions and restrictions of Pubco’s Governing Documents,
    including quorum requirements and other matters, shall apply in respect of the Pubco Meeting;



 


		(e)	for
    the grant of certain Pubco Dissent Rights to registered Pubco Shareholders as contemplated in the Plan of Arrangement;



 


		(f)	that
    the Pubco Meeting may be adjourned from time to time by Pubco, subject to the terms of this Agreement, without the need for additional
    approval of the Court;



 


		(g)	that
    the record date for Pubco Shareholders entitled to notice of and to vote at the Pubco Meeting will not change in respect of any adjournment(s)
    of the Pubco Meeting, except such change as may be required by applicable Law;



 


		(h)	that
    it is the Parties’ intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities
    Act in accordance with Section 2.11;



 


		(i)	for
    the notice requirements with respect to the presentation of the application to the Court for the Final Order; and



 


		(j)	for
    such other matters as the Parties may reasonably require, subject to obtaining the prior consent of the Transacting Parties, such
    consent not to be unreasonably withheld or delayed.



 


	2.3	Pubco Meeting




 


Subject
to the terms of this Agreement:


 


		(a)	Pubco
    agrees to convene and conduct the Pubco Meeting in accordance with the Interim Order, Pubco’s Governing Documents and applicable
    Law as soon as reasonably practicable, and in any event on or before the Meeting Deadline. Pubco agrees that it shall, in consultation
    with Verano, fix and publish a record date for the purposes of determining the Pubco Shareholders entitled to receive notice of and
    vote at the Pubco Meeting in accordance with the Interim Order.



 


		(b)	Immediately
    following, and subject to, the approval of the Continuance Resolution at the Pubco Meeting, Pubco covenants and agrees to adjourn
    the Pubco Meeting and effect the Pubco Continuance by sending such documents as may be required in connection with the Pubco Continuance
    under the ABCA, to the Alberta Registrar and under the BCBCA to the BC Registrar. As soon as reasonably practicable after the Continuance
    is effected, Pubco covenants and agrees to reconvene the Pubco Meeting to seek the approval by the Pubco Shareholders of the remainder
    of the Pubco Special Meeting Matters.



 



    	 



    	- 17 -



    

 


		(c)	Except
    as required for quorum purposes or otherwise permitted under this Agreement (including as permitted by Section 2.3(b), above), Pubco
    shall not adjourn (except as required by Law), postpone or cancel or propose or permit the adjournment (except as required by Law),
    postponement or cancellation of the Pubco Meeting without Verano’s prior written consent.



 


		(d)	Pubco
    will advise Verano as it may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to
    the date of the Pubco Meeting, as to the aggregate tally of the proxies received by Pubco in respect of the matters to be considered
    at the Pubco Meeting.



 


		(e)	Pubco
    will promptly advise Verano of any written notice of dissent or purported exercise by any Pubco Shareholder of Pubco Dissent Rights
    received by Pubco in relation to the Pubco Continuance or the Plan of Arrangement and any withdrawal of Pubco Dissent Rights received
    by Pubco and any written communications sent by or on behalf of Pubco to any Pubco Shareholder exercising or purporting to exercise
    Pubco Dissent Rights in relation to the Pubco Continuance Resolution or the Pubco Arrangement Resolution.



 


		(f)	The
    only matters to be voted on by Pubco Shareholders at the Pubco Meeting shall be the Pubco Meeting Matters.



 


	2.4	Circular and Listing Statement




 


		(a)	Each
    Party shall use all commercially reasonable efforts to take, or cause to be taken, all actions and do or cause to be done all things
    reasonably necessary, proper or advisable on its part under applicable Law to enable the listing on the CSE by the Resulting Issuer
    of the Resulting Issuer Subordinate Voting Shares on the Effective Date.



 


		(b)	As
    promptly as reasonably practicable following execution of this Agreement, (i) each of the Parties shall furnish all information regarding
    such Party and its Subsidiaries as may be required to be included in the Circular pursuant to applicable Law, and in the listing
    statement required to be filed with the CSE in connection with the CSE Approval (the “Listing Statement”), and
    (ii) Pubco and Verano shall work together to prepare the Circular, the Listing Statement, and any other documents required by applicable
    Laws. Assuming compliance by the Parties with their obligations under clauses (i) and (ii) above, (A) Pubco shall on or before the
    Mailing Deadline (x) file the Circular in all jurisdictions where the same is required to be filed, and (y) mail the Circular as
    required in accordance with all applicable Laws and the Interim Order, and (B) Verano shall file, concurrent with the closing of
    the transactions contemplated herein or as otherwise instructed by the CSE or an applicable Governmental Entity, the Listing Statement
    and other required filings with applicable Governmental Entities in all jurisdictions where the same is required to be filed.



 


		(c)	The
    Circular shall include a statement that each Pubco Key Shareholder intends to vote all of such Person’s Pubco Shares in favour
    of the each of the resolutions in respect of the Pubco Meeting Matters, subject to the other terms of this Agreement and the Pubco
    Shareholder Voting Agreements. The Circular shall comply in all material respects with all applicable Laws and the Interim Order.
    The Circular shall include a copy of the Pubco Fairness Opinion and a summary of the Pubco Fairness Opinion.



 


		(d)	Each
    of the Parties shall ensure that the information furnished by such Party that is reasonably required to be included in the Circular
    and the Listing Statement under applicable Law complies in all material respects with all applicable Laws.



 



    	 



    	- 18 -



    

 


		(e)	Pubco
    shall (i) solicit proxies in favour of the Pubco Meeting Matters, and take all other actions that are reasonably necessary or desirable
    to seek such approvals, and (ii) include in the Circular the determinations and recommendations of the Pubco Board referred to in
    (b)(ii) of Schedule C.



 


		(f)	Each
    of the Parties shall use commercially reasonable efforts to obtain any necessary consents from its auditors and any other advisors
    to the use of any financial, technical or other expert information required to be included in the Circular and/or the Listing Statement
    and to the identification in the Circular and/or the Listing Statement of each such advisor.



 


		(g)	Each
    of the Parties and its advisors shall be given a reasonable opportunity to review and comment on the Circular prior to the Circular
    being printed and filed with the applicable Governmental Entities, and any reasonable comments of the Parties and their respective
    advisors shall be incorporated therein. The Parties shall each use their commercially reasonable efforts to agree upon the final
    form of the Circular.



 


		(h)	Each
    of the Parties and its advisors shall be given a reasonable opportunity to review and comment on the Listing Statement prior to such
    document being filed with the applicable Governmental Entities, and any reasonable comments of the Parties and their respective advisors
    shall be incorporated therein. The Parties acknowledge that at the final form of the Listing Statement shall be determined by the
    Resulting Issuer.



 


		(i)	Each
    of the Parties shall promptly notify the other Parties if at any time before the Effective Date, to its knowledge the Circular is
    false or misleading in any material respect with respect to any Person or otherwise requires an amendment or supplement. The Parties
    shall cooperate in the preparation of any amendment or supplement to the Circular as required or appropriate, and Pubco shall promptly
    mail or otherwise publicly disseminate any amendment or supplement to the Circular to Pubco Shareholders, and, if required by the
    Court or applicable Laws, file the same with any Governmental Entity and as otherwise required.



 


	2.5	Preparation of Filings




 


The
Transacting Parties shall prepare, and the other Parties shall co-operate and use their commercially reasonable efforts to take, or cause
to be taken, all reasonable actions in connection with any orders, registrations, consents, filings, rulings, exemptions, no-action letters,
circulars and approvals, including this Agreement, the Ancillary Agreements and the Business Combination and the preparation of any required
documents, in each case as reasonably necessary for the Parties to discharge their respective obligations under this Agreement, the Ancillary
Agreements, the Business Combination and the Plan of Arrangement, and to complete any of the transactions contemplated by this Agreement
and the Ancillary Agreements, including their obligations under applicable Laws. Verano shall prepare each of the Circular and Listing
Statement and all other materials required to be filed with the CSE by Pubco. A Transacting Party shall furnish to the other Parties
and their respective advisors for review and comment, a reasonable amount of time prior to the time of filing or submission of any document,
a copy of each document to be filed or submitted.


 


It
is acknowledged and agreed that Pubco shall not be required to file a prospectus or similar document or otherwise become subject to the
securities Laws of any jurisdiction (other than in the case of the Resulting Issuer, the Provinces of British Columbia, Alberta and Ontario
and the United States) in order to complete the Business Combination. The Parties shall use their commercially reasonable efforts to
promptly make such securities and other regulatory filings in the United States or other jurisdictions as may be necessary or, in their
sole discretion, desirable in connection with the completion of the Business Combination. Each Party shall provide to the other all information
regarding the Party and its affiliates as required by applicable Securities Laws in connection with such filings.


 



    	 



    	- 19 -



    

 


	2.6	Final Order




 


If
(a) the Interim Order is obtained; (b) the Pubco Continuance Resolution is approved at the Pubco Meeting by Pubco Shareholders as required
by applicable Law; and (c) the Pubco Arrangement Resolution is approved at the Pubco Meeting by the Pubco Shareholders as provided for
in the Interim Order and as required by applicable Law, then, subject to the terms of this Agreement, as soon as reasonably practicable
and no later than three (3) Business Days thereafter, or on such other date as determined by Verano, Pubco shall diligently pursue and
take all steps necessary or desirable to have the hearing before the Court of the application for the Final Order pursuant to the BCBCA.


 


	2.7	Court Proceedings




 


Subject
to the terms of this Agreement, each of the other Parties will cooperate with and assist Pubco in seeking the Interim Order and the Final
Order, including by providing it with any information reasonably required to be supplied by such Party in connection therewith. Verano
will prepare drafts of the materials to be filed with the Court in connection with the Plan of Arrangement (other than any affidavits
required from an officer or director of Pubco, which shall be supplied by Pubco). The Transaction Parties will provide legal counsel
to the other Parties with reasonable opportunity to review and comment upon the drafts of such materials, and will give reasonable consideration
to all such comments. Counsel to Pubco shall file the final forms of such Court materials. Subject to applicable Law, none of the Parties
will file any material with the Court in connection with the Business Combination or serve any such material, and no Party will agree
to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the prior written consent of the
Transacting Parties; provided, that, nothing herein shall require any Party to agree to modifications or amendments to the Business Combination.
Pubco shall also provide to each other Parties’ legal counsel on a timely basis copies of any notice of appearance or other Court
documents served on Pubco in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice,
whether written or oral, received by Pubco indicating any intention to oppose the granting of the Interim Order or the Final Order or
to appeal the Interim Order or the Final Order. In addition, no Party will object to legal counsel to a Transacting Party making such
submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate,
provided that the other Parties are advised of the nature of any submissions prior to the hearing and such submissions are consistent
with this Agreement and the Plan of Arrangement. Pubco agrees to oppose any proposal from any Person that the Final Order contain any
provision inconsistent with this Agreement or the Plan of Arrangement, and, if at any time after the issuance of the Final Order and
prior to the Effective Date, Pubco is required by the terms of the Final Order or by Law to return to Court with respect to the Final
Order, it shall do so after notice to, and in consultation and cooperation with, Verano.


 


	2.8	Arrangement and Effective Date




 


Verano
shall determine the Effective Date, which Effective Date shall occur after the satisfaction or, where not prohibited, the waiver of the
conditions set forth in Article 3 of this Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective
Date, but subject to the satisfaction or, where not prohibited, the waiver of those conditions as of the Effective Date). Verano shall
notify the other Parties of such Effective Date at least two (2) Business Days prior thereto. On the Effective Date, Verano shall send,
on behalf of Pubco, such documents as may be required in connection with the Arrangement under the BCBCA, to the BC Registrar for endorsement
and/or filing (as applicable) by the BC Registrar, to give effect to the Arrangement; provided that no such documents shall be sent for
endorsement or filing except either (a) as contemplated hereby or by any Ancillary Agreement, or (b) with the other Parties to whom such
document pertains prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. From and after the Effective
Time, the Plan of Arrangement will have all of the effects provided by applicable Law, including the BCBCA. The Parties agree that the
Plan of Arrangement may be amended at any time prior to the Effective Time in accordance with Section 5.4 of this Agreement to include
such other terms determined to be reasonably necessary by the Parties, provided that the Plan of Arrangement shall not be amended in
any manner which is prejudicial to a Party (except with the prior written consent of such Party) or is inconsistent with the provisions
of this Agreement, except as agreed in writing by each of the Parties.


 



    	 



    	- 20 -



    

 


The
closing of the Business Combination will take place at the offices of Fasken Martineau DuMoulin LLP in Vancouver, British Columbia at
10:00 a.m. (Vancouver time) on the Effective Date, or at such other time and place as may be agreed to by the Parties, including by way
of virtual format.


 


	2.9	Announcement and Shareholder Communications




 


The
Transacting Parties shall jointly announce publicly the transactions contemplated hereby promptly following the execution of this Agreement
by the Parties, the text and timing of such announcement to be approved by each of the Transacting Parties in advance, each acting reasonably.
No Party shall (i) issue any news release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement
without the consent of each of the Transacting Parties (which consent shall not be unreasonably withheld, conditioned or delayed) or
(ii) make any filing with any Governmental Entity with respect thereto without prior consultation with each of the Transacting Parties;
provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required
under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to
give prior written notice to the Transacting Parties and reasonable opportunity to review or comment on the disclosure or filing, and
if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.


 


	2.10	Withholding Taxes




 


Notwithstanding
any other provision of this Agreement, the Parties, the Depositary and any other applicable withholding agent shall be entitled to deduct
and withhold from any amount payable in connection with any transactions referred to in this Agreement and the Plan of Arrangement such
amounts as such withholding agent determines, acting reasonably, are required or reasonably believes to be required to be deducted and
withheld from such payment in accordance with the Tax Act, the Code or any provision of any other applicable Law, (the “Withholding
Obligations”). To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for
all purposes hereof as having been paid to the Person in respect of which such deduction and withholding was made (the “Affected
Person”), provided that such deducted or withheld amounts are actually remitted to the appropriate taxing authority.


 


The
Depositary shall have the right to:


 


		(a)	withhold
    and sell, on their own account or through a registered broker (the “Broker”), and on behalf of any Affected Person;
    or



 


		(b)	require
    the Affected Person to irrevocably direct the sale through a Broker and irrevocably direct the Broker to pay the proceeds of such
    sale to the applicable Parties’ shareholders or the Depositary as appropriate (and, in the absence of such irrevocable direction,
    the Affected Person shall be deemed to have provided such irrevocable direction);



 



    	 



    	- 21 -



    

 


such
number of Resulting Issuer Proportionate Voting Shares or Resulting Issuer Subordinate Voting Shares issued or issuable to such Affected
Person pursuant to the Business Combination as is necessary to produce sale proceeds (after deducting commissions payable to the Broker
and other costs and expenses) sufficient to fund any Withholding Obligations. Any amounts which may be deducted and withheld from the
consideration otherwise payable to any Affected Person pursuant to this Section 2.10 shall first be deducted and withheld from any cash
consideration payable to such Affected Person before any such amounts are deducted and withheld from any Resulting Issuer Proportionate
Voting Shares or Resulting Issuer Subordinate Voting Shares, pursuant to the terms of this Section 2.10, payable to such Affected Person.
Any such sale of Resulting Issuer Proportionate Voting Shares or Resulting Issuer Subordinate Voting Shares, as applicable, shall be
effected as soon as practicable following the Effective Date. Neither the Depositary nor the Broker will be liable for any loss arising
out of any sale of such Resulting Issuer Proportionate Voting Shares or Resulting Issuer Subordinate Voting Shares, including any loss
relating to the manner or timing of such sales, the prices at which Resulting Issuer Proportionate Voting Shares or Resulting Issuer
Subordinate Voting Shares are sold or otherwise. The Parties shall cause the Depositary to provide prior written notice of any intention
to deduct or withhold under applicable Withholding Obligations from any distributions or payments otherwise payable to any Affected Person
so as to give each such Affected Person the reasonable opportunity to provide the Depositary with any information or documentation sufficient
to reduce or eliminate such Withholding Obligations.


 


If
the Depositary deducts or withholds any amount (or any Resulting Issuer Proportionate Voting Shares or Resulting Issuer Subordinate Voting
Shares, as the case may be) pursuant to this Section 2.10, then:


 


		(a)	the
    Depositary shall pay the full amount required to be deducted to the appropriate taxing authority on a timely basis and in accordance
    with applicable Law; and



 


		(b)	as
    soon as practicable after payment of such amount to the appropriate taxing authority, the Depositary shall deliver to the Affected
    Person the original or certified copy of a receipt issued by such taxing authority evidencing such payment, a copy of the return
    reporting such payment or other evidence of such payment reasonably satisfactory to the Affected Person.



 


Any
agreement entered into in connection with the Depositary’s engagement shall require the Depositary to take such actions that are
set forth in this section.


 


	2.11	U.S. Securities Law Matters




 


The
Parties agree that the Business Combination will be carried out with the intention that all Resulting Issuer Subordinate Voting Shares,
Resulting Issuer Proportionate Voting Shares and Resulting Issuer Convertible Notes will be issued by the Resulting Issuer in reliance
on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof (the “Section
3(a)(10) Exemption”). In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement
will be carried out on the following basis:


 


		(a)	the
    Arrangement will be subject to the approval of the Court;



 


		(b)	prior
    to ths issuance of the Interim Order, the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10)
    Exemption with respect to the issuance of the Resulting Issuer Subordinate Voting Shares, Resulting Issuer Proportionate Voting Shares
    and the Resulting Issuer Convertible Notes pursuant to the Arrangement, based on the Court’s approval of the Arrangement;



 



    	 



    	- 22 -



    

 


		(c)	prior
    to the issuance of the Interim Order, Pubco will file with the Court a copy of the proposed text of the Circular together with any
    other documents required by applicable Law in connection with the Pubco Meeting;



 


		(d)	before
    approving the Arrangement, the Court will be requested to satisfy itself as to the substantive and procedural fairness and reasonableness
    of the Arrangement to those affected by it and to hold a hearing before approving the fairness of the terms and conditions of the
    Arrangement and issuing the Final Order;



 


		(e)	the
    Final Order approving the Arrangement that is obtained from the Court will state that the Arrangement is approved by the Court as
    being substantively and procedurally fair to those affected by it;



 


		(f)	each
    of the Parties will ensure that each Person entitled to receive any Resulting Issuer Subordinate Voting Shares, Resulting Issuer
    Proportionate Voting Shares, Resulting Issuer Convertible Notes, or any other securities pursuant to the Arrangement will be given
    adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing
    them with sufficient information necessary for them to exercise that right;



 


		(g)	each
    Person entitled to receive Resulting Issuer Subordinate Voting Shares, Resulting Issuer Proportionate Voting Shares or Resulting
    Issuer Convertible Notes pursuant to the Arrangement (the “Subject Securities”) will be advised that such securities
    when issued will not have been registered under the U.S. Securities Act and will be issued by the Resulting Issuer in reliance on
    the Section 3(a)(10) Exemption and the Subject Securities shall be without trading restrictions under the U.S. Securities Act (other
    than those that would apply under the U.S. Securities Act in certain circumstances to Persons who are, or have been within 90 days
    prior to the Effective Time, affiliates (as defined in Rule 144 under the U.S. Securities Act) of the [Resulting Issuer];



 


		(h)	Persons
    entitled to receive Resulting Issuer Convertible Notes pursuant to the Arrangement will be advised that although the Resulting Issuer
    Convertible Notes issued pursuant to the Arrangement will be issued by the Resulting Issuer in reliance on the Section 3(a)(10) Exemption,
    such exemption does not exempt the issuance of the underlying securities upon the exercise of the conversion of such Resulting Issuer
    Convertible Notes; therefore, the securities of the Resulting Issuer issuable upon conversion of the Resulting Issuer Convertible
    Notes cannot be issued in the United States or to a Person in the United States in reliance on the Section 3(a)(10) Exemption and
    the Resulting Issuer Convertible Notes may only be converted pursuant to a then-available exemption from the registration requirements
    of the U.S. Securities Act and applicable state securities laws;



 


		(i)	the
    Interim Order approving the Pubco Meeting, and the Circular, will specify that each Person entitled to receive Resulting Issuer Subordinate
    Voting Shares, Resulting Issuer Proportionate Voting Shares or Resulting Issuer Convertible Notes pursuant to the Arrangement will
    have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an
    appearance within a reasonable time; and



 


		(j)	Pubco
    shall request that the Final Order shall include a statement substantially to the following effect:



 


“This
Order shall serve as the basis for reliance on the exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933,
as amended, from the registration requirements otherwise imposed by that Act, regarding the issuance and distribution of securities of
[Resulting Issuer] pursuant to the Plan of Arrangement, as applicable.”


 



    	 



    	- 23 -



    

 


	2.12	U.S. Tax Matters




 


The
Parties intend (a) that the Resulting Issuer will be treated as a U.S. domestic corporation under Section 7874 of the Code, (b) that
if, pursuant to the Verano Merger, Pubco acquires 80% or more of the Verano units issued and outstanding immediately prior to such
merger, the Verano Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and the Treasury
Regulations thereunder, (c) that the transfer by POR Holdings of its POR Units to Pubco in
exchange for that number of Pubco Subordinate Voting Shares and Pubco Proportionate Voting Shares to which POR Holdings is entitled
in accordance with the AME Agreement and Plan of Merger and the liquidation of POR Holdings thereafter (together, the “POR
Holdings Reorganization”), if effected, be treated as a single integrated transaction qualifying as a reorganization
within the meaning of Section 368(a) of the Code and the Treasury Regulations thereunder, (d) that the Verano Merger, and the
Company Mergers, and the POR Holdings Reorganization and any other exchanges or transfers of assets or equity securities to Pubco
pursuant to the Ancillary Agreements, each if effected, will be part of a series of transactions constituting a single integrated
transaction qualifying as a tax-deferred transaction under Section 351 of the Code, and (d) this Agreement to be, and this Agreement
is adopted as, a “plan of reorganization” under Section 368 of the Code and the Treasury Regulations thereunder
(collectively, the “Intended U.S. Tax Treatment”). Each Party agrees not to take any position on any Tax Return
or otherwise take any Tax reporting position inconsistent with the Intended U.S. Tax Treatment set forth in this Section 2.12,
unless otherwise required by a “determination” within the meaning of Section 1313 of the Code that such treatment is not
correct. Each Party agrees to act in a manner that is consistent with the Intended U.S. Tax Treatment. In the event the Parties
determine that the foregoing transactions may not qualify for the Intended U.S. Tax Treatment, the parties hereto will cooperate in
restructuring such transactions to the extent reasonably possible, to cause such transactions to so qualify. Notwithstanding the
foregoing, the Parties do not make any representation, warranty or covenant to any other Party or to their equityholders (and,
including without limitation, holders of any options, warrants, debt instruments or other similar rights or instruments) regarding
the U.S. tax treatment of the Verano Merger, the Company Mergers, the Arrangement or any other transactions contemplated by this
Agreement, the Plan of Arrangement or the Ancillary Agreements.


 


ARTICLE
3
 CONDITIONS


 


	3.1	Mutual Conditions Precedent




 


The
obligation of a Transacting Party to complete the Arrangement is subject to the fulfillment of each of the following conditions precedent
on or before the Effective Time, each of which may be waived by the mutual consent of the Transacting Parties:


 


		(a)	the
    Pubco Arrangement Resolution shall have received the Pubco Shareholder Approval at the Pubco Meeting, in accordance with applicable
    Law, the terms of this Agreement and the Interim Order;



 


		(b)	the
    Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been
    set aside or modified in a manner unacceptable to either of the Transacting Parties, each acting reasonably, on appeal or otherwise;



 






    	 



    	- 24 -



    

 


		(c)	no
    Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the effect
    of making any of the transactions contemplated by the Plan of Arrangement illegal or otherwise preventing or prohibiting consummation
    of any such transactions; and



 


		(d)	the
    Pubco CSE Approval shall have been obtained.



 


	3.2	Additional Conditions Precedent to the Obligations of Verano




 


The
obligation of Verano to complete the Arrangement is subject to the fulfillment of each of the following conditions precedent on or before
the Effective Time (each of which is for the exclusive benefit of Verano and may be waived in whole or in part only by Verano in its
sole discretion):


 


		(a)	all
    covenants of each other Party under this Agreement to be performed on or before the Effective Time shall have been duly performed
    by each such other Party in all material respects and Verano shall have received a certificate of each other Party addressed to Verano
    and dated the Effective Date, signed on behalf of such other Party by two senior executive officers of such other Party (on other
    Party’s behalf and without personal liability), confirming the same as at the Effective Time;



 


		(b)	the
    representations and warranties of Pubco set forth in this Agreement shall be true and correct in all respects, without regard to
    any materiality or Pubco Material Adverse Effect qualifications contained in them as of the Effective Time, as though made on and
    as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined
    as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct
    in all respects would not have a Pubco Material Adverse Effect, provided that the representations and warranties of Pubco set forth
    in Schedule “C” sections (a) (Organization and Qualification), (b) (Authority; Approval) and (c)(i) (No
    Conflicts) shall be true and correct in all material respects (without regard to any materiality contained in them) as of the
    Effective Time, and Verano shall have received a certificate of Pubco addressed to Verano and dated the Effective Date, signed on
    behalf of Pubco by two senior executive officers of Pubco (on Pubco’s behalf and without personal liability), confirming the
    same as at the Effective Time;



 


		(c)	the
    representations and warranties of BC Newco set forth in this Agreement shall be true and correct in all respects, without regard
    to any materiality or BC Newco Material Adverse Effect qualifications, contained in them as of the Effective Time, as though made
    on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall
    be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so
    true and correct in all respects would not have a BC Newco Material Adverse Effect, provided that the representations and warranties
    of BC Newco set forth in Schedule “D” sections (a) (Organization and Qualification), (b) (Authority; Approval)
    and (c)(i) (No Conflicts) shall be true and correct in all material respects (without regard to any materiality contained
    in them) as of the Effective Time, and Verano shall have received a certificate of BC Newco addressed to Verano and dated the Effective
    Date, signed on behalf of BC Newco by two senior executive officers of BC Newco (on BC Newco’s behalf and without personal
    liability), confirming the same as at the Effective Time;



 



    	 



    	- 25 -



    

 


		(d)	the
    representations and warranties of Finco set forth in this Agreement shall be true and correct in all respects, without regard to
    any materiality or Finco Material Adverse Effect qualifications, contained in them as of the Effective Time, as though made on and
    as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined
    as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct
    in all respects would not have a Finco Material Adverse Effect, provided that the representations and warranties of Finco set forth
    in Schedule “E” sections (a) (Organization and Qualification), (b) (Authority; Approval) and (c)(i) (No
    Conflicts) shall be true and correct in all material respects (without regard to any materiality contained in them) as of the
    Effective Time, and Verano shall have received a certificate of Finco addressed to Verano and dated the Effective Date, signed on
    behalf of Finco by two senior executive officers of Finco (on Finco’s behalf and without personal liability), confirming the
    same as at the Effective Time;



 


		(e)	each
    of Pubco, BC Newco, and Finco shall have delivered or caused to be delivered to Verano a certificate, dated as of the Effective Date,
    executed by the secretary or other officer of each such Party, certifying as to (i) the names and titles of the officers or authorized
    signatories of such Party authorized to sign this Agreement and the other instruments contemplated hereby, together with the true
    signatures of such officers or signatories; (ii) the resolutions duly adopted by the board of directors or other governing body and
    the shareholders or members of such Party, as applicable and as required in connection with the transactions contemplated hereby,
    authorizing the execution, delivery and performance by such Party of this Agreement and the other instruments contemplated hereby;
    and (iii) true and correct copies of the Governing Documents of such Party;



 


		(f)	Pubco
    shall have entered into an agreement in form acceptable to Verano, acting reasonably, to assume the obligations of Verano under the
    AME Agreement and Plan of Merger as set forth therein;



 


		(g)	the
    Private Placement shall have been completed and the Finco Subscription Receipts shall have been exchanged for Finco Common Shares
    in accordance with their terms;



 


		(h)	Pubco
    shall have terminated with the consent of the holders thereof prior to the Effective Time (i) any Pubco Warrants, Pubco Options,
    Pubco Convertible Debenture (and for certainty, right to any Pubco Units, Pubco Shares and Pubco Convertible Warrants that may be
    issued pursuant to the Pubco Convertible Debenture), that have not yet been exercised or converted such that immediately prior to
    the Effective Time, the only securities of Pubco issued and outstanding shall be Pubco Shares; and (ii) the Pubco Terminating Agreements
    such that there is no continuing liability or obligation for Pubco thereunder;



 


		(i)	Verano
    shall have received a certificate of Pubco addressed to Verano and dated the Effective Date, signed on behalf of Pubco by two senior
    executive officers of Pubco (on Pubco’s behalf and without personal liability), certifying (i) that the Pubco Warrants, Pubco
    Options, Pubco Convertible Debenture (and for certainty, right to any Pubco Units, Pubco Shares and Pubco Convertible Warrants that
    may be issued pursuant to the Pubco Convertible Debenture) have each been terminated and an acknowledgement and release of the holder
    thereof; (ii) that the only issued and outstanding securities of Pubco are the Pubco Shares; and (iii) as to the number of issued
    and outstanding Pubco Shares;



 


		(j)	Verano
    shall have received evidence, in form and substance satisfactory to Verano, acting reasonably, of the termination of, and full and
    final unconditional release in connection with, the Pubco Terminating Agreements, such that there is no continuing liability or obligation
    thereunder and such that any obligation thereunder is fully and finally discharged and terminated;



 



    	 



    	- 26 -



    

 


		(k)	holders
    of no more than 30% of the Pubco Shares shall have exercised Pubco Dissent Rights (as such rights relate to the Pubco Continuance);



 


		(l)	holders
    of no more than 30% of the Pubco Shares shall have exercised Pubco Dissent Rights (as such rights relate to the Plan of Arrangement);



 


		(m)	the
    Pubco Continuance shall be effective;



 


		(n)	the
    transactions contemplated by the Ancillary Agreements to occur prior to the Effective Time shall have been completed in accordance
    with their respective terms;



 


		(o)	all
    conditions to the completion of the transactions contemplated by the Ancillary Agreements that are referenced as steps in the Plan
    of Arrangement, but that are to be completed pursuant to the laws of a jurisdiction in the United States, shall have been satisfied
    or waived in accordance with their respective terms (except for conditions that will be completed, by their terms, at the time set
    out in the Plan of Arrangement);



 


		(p)	all
    conditions to the completion of the transactions contemplated by the Ancillary Agreements to occur after the Plan of Arrangement
    is effected shall have been satisfied or waived in accordance with their respective terms (except for conditions that will be completed
    or waived, by their terms, after the Plan of Arrangement is effected);



 


		(q)	each
    of the Pubco Special Meeting Matters shall have been approved and adopted by the Pubco Shareholders at the Pubco Meeting, in each
    case in accordance with applicable Law, the terms of this Agreement and, in the case of the Pubco Arrangement Resolution, the Interim
    Order;



 


		(r)	the
    issuance of: (i) the Resulting Issuer Subordinate Voting Shares, the Resulting Issuer Proportionate Voting Shares, and the Resulting
    Issuer Convertible Notes pursuant to the Plan of Arrangement; (ii) the Resulting Issuer Subordinate Voting Shares and Resulting Issuer
    Proportionate Voting Shares issuable upon conversion of the Resulting Issuer Convertible Notes and (iii) the issuance of Resulting
    Issuer Subordinate Voting Shares upon conversion of the Resulting Issuer Proportionate Voting Shares, shall each be exempt from the
    prospectus requirements of applicable Canadian Securities Laws and shall not be subject to resale restrictions under applicable Canadian
    Securities Laws (other than as applicable to control persons or as imposed by the CSE);



 


		(s)	the
    Escrow Agreements, if required by the CSE or pursuant to Securities Law, shall have been fully executed by the parties thereto;



 


		(t)	there
    shall be no adoption, implementation, promulgation, repeal, modification, amendment or change in applicable Law (including with respect
    to U.S. Treasury Regulations under Section 7874 of the Code) after the date hereof, such that the Resulting Issuer should not be
    treated as a U.S. domestic corporation under Section 7874 of the Code, taking into account any action taken pursuant to Section 2.12;



 


		(u)	Pubco
    shall have appointed Odyssey Trust Company as the transfer agent and registrar for the Pubco Shares (or such other transfer agent
    and registrar as determined by Verano, acting reasonably);



 



    	 



    	- 27 -



    

 


		(v)	there
    shall not be pending any legal suit or proceeding by any Governmental Entity or any other Person that is reasonably likely to result
    in the unavailability of the Section 3(a)(10) Exemption or the tax treatment contemplated by Section 2.12; and



 


		(w)	the
    issuance of the Resulting Issuer Subordinate Voting Shares, Resulting Issuer Proportionate Voting Shares or Resulting Issuer Convertible
    Notes (except for the securities of the Resulting Issuer issuable upon conversion or exercise of the Resulting Issuer Convertible
    Notes) pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to the
    Section 3(a)(10) Exemption and shall not be subject to resale restrictions in the United States under the U.S. Securities Act, other
    than as may be prescribed by Rule 144 and Rule 145, as applicable, under the U.S. Securities Act.



 


	3.3	Additional Conditions Precedent to the Obligations of Pubco




 


The
obligation of Pubco to complete the Plan of Arrangement is subject to the fulfillment of each of the following conditions precedent on
or before the Effective Time (each of which is for the exclusive benefit of Pubco and may be waived in whole or in part only by Pubco
in its sole discretion):


 


		(a)	all
    covenants of each other Party under this Agreement to be performed on or before the Effective Time which have not been waived by
    Pubco shall have been duly performed by each such other Party in all material respects and Pubco shall have received a certificate
    of each other Party addressed to Pubco and dated the Effective Date, signed on behalf of such other Party by two senior executive
    officers of such other Party (on such Party’s behalf and without personal liability), confirming the same as at the Effective
    Time;



 


		(b)	the
    representations and warranties of Verano set forth in this Agreement shall be true and correct in all respects, without regard to
    any materiality or Verano Material Adverse Effect qualifications contained in them as of the Effective Time, as though made on and
    as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined
    as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct
    in all respects would not have a Verano Material Adverse Effect, provided that the representations and warranties of Verano set forth
    in Schedule “B” sections (a) (Organization and Qualification), (b) (Authority; Approval) and (c)(i) (No
    Conflicts) shall be true and correct in all material respects (without regard to any materiality qualifications contained in
    them) as of the Effective Time, and Pubco shall have received a certificate of Verano addressed to Pubco and dated the Effective
    Date, signed on behalf of Verano by two senior executive officers of Verano (on Verano’s behalf and without personal liability),
    confirming the same as at the Effective Time;



 


		(c)	the
    representations and warranties of BC Newco set forth in this Agreement shall be true and correct in all respects, without regard
    to any materiality or BC Newco Material Adverse Effect qualifications contained in them as of the Effective Time, as though made
    on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall
    be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so
    true and correct in all respects would not have a BC Newco Material Adverse Effect, provided that the representations and warranties
    of BC Newco set forth in Schedule “D” sections (a) (Organization and Qualification), (b) (Authority; Approval)
    and (c)(i) (No Conflicts) shall be true and correct in all material respects (without regard to any materiality qualifications
    contained in them) as of the Effective Time, and Pubco shall have received a certificate of BC Newco addressed to Pubco and dated
    the Effective Date, signed on behalf of BC Newco by two senior executive officers of BC Newco (on BC Newco’s behalf and without
    personal liability), confirming the same as at the Effective Time;



 



    	 



    	- 28 -



    

 


		(d)	the
    representations and warranties of Finco set forth in this Agreement shall be true and correct in all respects, without regard to
    any materiality or Finco Material Adverse Effect qualifications, contained in them as of the Effective Time, as though made on and
    as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined
    as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct
    in all respects would not have a Finco Material Adverse Effect, provided that the representations and warranties of Finco set forth
    in Schedule “E” sections (a) (Organization and Qualification), (b) (Authority; Approval) and (c)(i) (No
    Conflicts) shall be true and correct in all material respects (without regard to any materiality contained in them) as of the
    Effective Time, and Verano shall have received a certificate of Finco addressed to Verano and dated the Effective Date, signed on
    behalf of Finco by two senior executive officers of Finco (on Finco’s behalf and without personal liability), confirming the
    same as at the Effective Time; and



 


		(e)	each
    of Verano, BC Newco and Finco shall have delivered or caused to be delivered to Pubco a certificate, dated as of the Effective Date,
    executed by the secretary or other officer of each such Party, certifying as to (i) the names and titles of the officers or authorized
    signatories of such Party authorized to sign this Agreement and the other instruments contemplated hereby, together with the true
    signatures of such officers or signatories; (ii) the resolutions duly adopted by the board of directors or other governing body and
    the shareholders or members of such Party, as applicable and as required in connection with the transactions contemplated hereby,
    authorizing the execution, delivery and performance by such Party of this Agreement and the other instruments contemplated hereby;
    and (iii) true and correct copies of the Governing Documents of such Party.



 


	3.4	Additional Conditions Precedent to the Obligations of BC
Newco




 


The
obligation of BC Newco to complete the Arrangement is subject to the fulfillment of each of the following conditions precedent on or
before the Effective Time (each of which is for the exclusive benefit of BC Newco and may be waived in whole or in part by BC Newco in
its sole discretion):


 


		(a)	all
    covenants of each other Party under this Agreement, to be performed on or before the Effective Time which have not been waived by
    BC Newco shall have been duly performed by each such other Party in all material respects and BC Newco shall have received a certificate
    of each other Party addressed to BC Newco and dated the Effective Date, signed on behalf of each of the other Parties by two senior
    executive officers of such other Party (on such Party’s behalf and without personal liability), confirming the same as at the
    Effective Time;



 


		(b)	the
    representations and warranties of Verano set forth in this Agreement shall be true and correct in all respects, without regard to
    any materiality or Verano Material Adverse Effect qualifications contained in them as of the Effective Time, as though made on and
    as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined
    as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct
    in all respects would not have a Verano Material Adverse Effect, provided that the representations and warranties of Verano set forth
    in Schedule “B” sections (a) (Organization and Qualification), (b) (Authority; Approval) and (c)(i) (No
    Conflicts) shall be true and correct in all material respects (without regard to any materiality qualifications contained in
    them) as of the Effective Time, and BC Newco shall have received a certificate of Verano addressed to BC Newco and dated the Effective
    Date, signed on behalf of Verano by two senior executive officers of Verano (on Verano’s behalf and without personal liability),
    confirming the same as at the Effective Time;






 



    	 



    	- 29 -



    

 


		(c)	the
    representations and warranties of Pubco set forth in this Agreement shall be true and correct in all respects, without regard to
    any materiality or Pubco Material Adverse Effect qualifications contained in them as of the Effective Time, as though made on and
    as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined
    as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct
    in all respects would not have an Pubco Material Adverse Effect, provided that the representations and warranties of Pubco set forth
    in Schedule “C” sections (a) (Organization and Qualification), (b) (Authority; Approval) and (c)(i) (No
    Conflicts) shall be true and correct in all material respects (without regard to any materiality qualifications contained in
    them) as of the Effective Time, and BC Newco shall have received a certificate of Pubco addressed to BC Newco and dated the Effective
    Date, signed on behalf of Pubco by two senior executive officers of Pubco (on Pubco’s behalf and without personal liability),
    confirming the same as at the Effective Time;



 


		(d)	the
    representations and warranties of Finco set forth in this Agreement shall be true and correct in all respects, without regard to
    any materiality or Finco Material Adverse Effect qualifications, contained in them as of the Effective Time, as though made on and
    as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined
    as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct
    in all respects would not have a Finco Material Adverse Effect, provided that the representations and warranties of Finco set forth
    in Schedule “E” sections (a) (Organization and Qualification), (b) (Authority; Approval) and (c)(i) (No
    Conflicts) shall be true and correct in all material respects (without regard to any materiality contained in them) as of the
    Effective Time, and Verano shall have received a certificate of Finco addressed to Verano and dated the Effective Date, signed on
    behalf of Finco by two senior executive officers of Finco (on Finco’s behalf and without personal liability), confirming the
    same as at the Effective Time; and



 


		(e)	each
    of Verano, Pubco and Finco shall have delivered or caused to be delivered to BC Newco a certificate, dated as of the Effective Date,
    executed by the secretary or other officer of each such Party, certifying as to (i) the names and titles of the officers or authorized
    signatories of such Party authorized to sign this Agreement and the other instruments contemplated hereby, together with the true
    signatures of such officers or signatories; (ii) the resolutions duly adopted by the board of directors or other governing body and
    the shareholders or members of such Party, as applicable and as required in connection with the transactions contemplated hereby,
    authorizing the execution, delivery and performance by such Party of this Agreement and the other instruments contemplated hereby;
    and (iii) true and correct copies of the Governing Documents of such Party.



 



    	 



    	- 30 -



    

 


	3.5	Additional Conditions Precedent to the Obligations of Finco




 


The
obligation of Finco to complete the Plan of Arrangement is subject to the fulfillment of each of the following conditions precedent on
or before the Effective Time (each of which is for the exclusive benefit of Finco and may be waived by Finco):


 


		(a)	all
    covenants of each other Party under this Agreement to be performed on or before the Effective Time which have not been waived by
    Finco shall have been duly performed by each such other Party in all material respects and Finco shall have received a certificate
    of each other Party addressed to Finco and dated the Effective Date, signed on behalf of such other Party by two senior executive
    officers of such other Party (on such Party’s behalf and without personal liability), confirming the same as at the Effective
    Time;



 


		(b)	the
    representations and warranties of Verano set forth in this Agreement shall be true and correct in all respects, without regard to
    any materiality or Verano Material Adverse Effect qualifications contained in them as of the Effective Time, as though made on and
    as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined
    as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct
    in all respects would not have a Verano Material Adverse Effect, provided that the representations and warranties of Verano set forth
    in Schedule “B” sections (a) (Organization and Qualification), (b) (Authority; Approval) and (c)(i) (No
    Conflicts) shall be true and correct in all material respects (without regard to any materiality qualifications contained in
    them) as of the Effective Time, and Finco shall have received a certificate of Verano addressed to Finco and dated the Effective
    Date, signed on behalf of Verano by two senior executive officers of Verano (on Verano’s behalf and without personal liability),
    confirming the same as at the Effective Time;



 


		(c)	the
    representations and warranties of Pubco set forth in this Agreement shall be true and correct in all respects, without regard to
    any materiality or Pubco Material Adverse Effect qualifications contained in them as of the Effective Time, as though made on and
    as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined
    as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct
    in all respects would not have an Pubco Material Adverse Effect, provided that the representations and warranties of Pubco set forth
    in Schedule “C” sections (a) (Organization and Qualification), (b) (Authority; Approval) and (c)(i) (No
    Conflicts) shall be true and correct in all material respects (without regard to any materiality qualifications contained in
    them) as of the Effective Time, and Finco shall have received a certificate of Pubco addressed to Finco and dated the Effective Date,
    signed on behalf of Pubco by two senior executive officers of Pubco (on Pubco’s behalf and without personal liability), confirming
    the same as at the Effective Time;



 


		(d)	the
    representations and warranties of BC Newco set forth in this Agreement shall be true and correct in all respects, without regard
    to any materiality or BC Newco Material Adverse Effect qualifications contained in them as of the Effective Time, as though made
    on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall
    be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so
    true and correct in all respects would not have a BC Newco Material Adverse Effect, provided that the representations and warranties
    of BC Newco set forth in Schedule “D” sections (a) (Organization and Qualification), (b) (Authority; Approval)
    and (c)(i) (No Conflicts) shall be true and correct in all material respects (without regard to any materiality qualifications
    contained in them) as of the Effective Time, and Finco shall have received a certificate of BC Newco addressed to Finco and dated
    the Effective Date, signed on behalf of BC Newco by two senior executive officers of BC Newco (on BC Newco’s behalf and without
    personal liability), confirming the same as at the Effective Time; and






 



    	 



    	- 31 -



    

 


		(e)	each
    of Verano, BC Newco and Pubco shall have delivered or caused to be delivered to Finco a certificate, dated as of the Effective Date,
    executed by the secretary or other officer of each such Party, certifying as to (i) the names and titles of the officers or authorized
    signatories of such Party authorized to sign this Agreement and the other instruments contemplated hereby, together with the true
    signatures of such officers or signatories; (ii) the resolutions duly adopted by the board of directors or other governing body and
    the shareholders or members of such Party, as applicable and as required in connection with the transactions contemplated hereby,
    authorizing the execution, delivery and performance by such Party of this Agreement and the other instruments contemplated hereby;
    and (iii) true and correct copies of the Governing Documents of such Party.



 


	3.6	Satisfaction of Conditions




 


The
conditions precedent set out in Section 3.1, Section 3.2, Section 3.3, Section 3.4 and Section 3.5 shall be conclusively deemed to have
been satisfied, waived or released, as applicable, at the Effective Time.


 


	3.7	Pubco Shareholder Voting Agreements




 


Prior
to or concurrent with the execution and delivery of this Agreement, the Pubco Shareholder Voting Agreements shall have been executed
and delivered to Verano and Pubco.


 


ARTICLE
4


ADDITIONAL
AGREEMENTS


 


	4.1	Non-Solicitation




 


		(a)	Neither
    Pubco (or any affiliate thereof) nor Verano (or any affiliate thereof) will, directly or indirectly, solicit, initiate, knowingly
    encourage, co-operate with or facilitate (including by way of furnishing any non-public information or entering into any form of
    agreement, arrangement, letter of intent or understanding) the submission, initiation or continuation of any oral or written inquiries,
    proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement
    or transaction or propose any activities or solicitations in opposition to or in competition with the Business Combination.



 


		(b)	Without
    limiting the generality of Section 4.1(a), neither Pubco (nor any affiliate thereof) nor Verano (nor any affiliate thereof) will,
    directly or indirectly, induce or attempt to induce any other person to initiate, or facilitate the initiation of, any shareholder
    proposal or “takeover bid”, exempt or otherwise, within the meaning of applicable Securities Laws or other business combination
    or transaction, for its securities or assets, nor undertake any transaction or negotiate any transaction which would be or potentially
    could be in opposition to or in conflict with the Business Combination (each, a “Proposal”), including, without
    limitation, allowing access to any third party (other than representatives of Verano or Pubco, any party to the AME Agreement and
    Plan of Merger (or any such party’s representatives), or the agents in relation to the Private Placement or the Pubco Fairness
    Opinion) to conduct due diligence, or permitting any of their officers, directors, managers or shareholders to authorize such access.



 



    	 



    	- 32 -



    

 


		(c)	In
    the event that Pubco receives an unsolicited Proposal prior to the Pubco Meeting, the Pubco Board may, prior to the Pubco Meeting,
    recommend such Proposal or change, modify or withdraw any of its recommendations referred to in (b)(ii) of Schedule C (in any such
    case a “Change in Recommendation”), provided that all of the following conditions are satisfied: (i) the Pubco
    Board has made the Change in Recommendation in good faith, after having received advice from its financial advisor and external legal
    counsel; (ii) the Pubco Board has received advice from its external legal counsel that its failure to make the Change of Recommendation
    would be a breach of the fiduciary duties of the Pubco Board under applicable Law; and (iii) Pubco is or has not been in breach of
    section 4.1(a) or 4.1(b).



 


		(d)	The
    Pubco Board may not make a Change in Recommendation except in strict accordance with section 4.1(c). If the Pubco Board makes a Change
    in Recommendation, Pubco shall forthwith notify Verano. Upon notification, Verano may terminate this Agreement in accordance with
    Section 5.2(a)(iv)(C). If Verano does not terminate this Agreement, Pubco must continue to perform its covenants hereunder, including
    but not limited to its covenants in Article 2 (save and except for its covenant in Section 2.4(e)(ii) to recommend to Pubco Shareholders
    that they vote in favour of each of the Pubco Meeting Matters). For certainty, a Change in Recommendation shall not amend or otherwise
    impact any Pubco Shareholder Voting Agreement or the covenants of a Pubco Key Shareholder provided therein.



 


		(e)	In
    the event that Verano or Pubco or any of their respective affiliates or associates, including any of their officers or directors,
    receives any form of offer or inquiry in respect of the transactions described in this Section 4.1, Verano or Pubco shall forthwith
    (in any event within one Business Day following receipt) notify the other party of such offer or inquiry and provide the other party
    with the material details in respect thereof.



 


	4.2	Resulting Issuer Board and Year End




 


		(a)	Verano
    shall determine the Governing Documents of the Resulting Issuer, including among other things, its articles and its notice of articles,
    drafts of which shall be provided to Pubco for review and comment and Verano will take into consideration any reasonable comments
    of Pubco.



 


		(b)	The
    Governing Documents of the Resulting Issuer shall provide, among other things, that the Resulting Issuer Board shall be comprised
    of five (5) directors with the initial directors being the Board Nominees and that the financial year end of the Resulting Issuer
    is December 31.



 


	4.3	Finco Subscription Receipts




 


Prior
to the Effective Date, Finco shall have issued Finco Subscription Receipts pursuant to the Private Placement.


 


	4.4	Consolidation and Capitalization




 


		(a)	Pubco
    shall effect the Pubco Share Consolidation in accordance with and pursuant to the Plan of Arrangement, on a basis such that immediately
    prior to the completion of the Pubco Share Amendment (as defined in the Plan of Arrangement) to create the Resulting Issuer Subordinate
    Voting Shares and the Resulting Issuer Proportionate Voting Shares, and after the Pubco Share Consolidation, the number of issued
    and outstanding Pubco Shares is equal to US$1,000,000 divided by the issue price per Finco Subscription Receipt.



 



    	 



    	- 33 -



    

 


		(b)	The
    Parties agree that the capitalization of the Resulting Issuer will be as set forth at Schedule “G”, subject to adjustment
    at the sole discretion of Verano; however, no such adjustment may alter or amend the number of issued and outstanding Pubco Shares
    as set forth at Section 4.4(a).



 


	4.5	Notices of Certain Events




 


		(a)	Each
    Party will give prompt written notice to the other Parties upon becoming aware of the occurrence, or failure to occur, at any time
    from the date hereof until the earlier to occur of the termination of this Agreement pursuant to its terms and the Effective Time
    of any event or state of facts which occurrence or failure would, or would be likely to:



 


		(i)	result
    in such Party’s failure to satisfy the following applicable condition precedent with respect to its representations and warranties
    set forth herein: (A) with respect to Verano, Section 3.3(b); (B) with respect to Pubco, Section 3.2(b); (C) with respect to BC Newco,
    Section 3.2(c); and (D) with respect to Finco, Section 3.2(d), as the case may be;



 


		(ii)	result
    in such Party’s failure to comply with or satisfy in all material respects any covenant or agreement to be complied with or
    satisfied by such Party hereunder prior to the Effective Time; or



 


		(iii)	result
    in the failure of any other condition set forth in Article 3 prior to the Effective Time.



 


		(b)	Except
    as provided in this Section 4.5(b), a Party’s receipt of information pursuant to this Section 4.5 shall not operate as a waiver
    or otherwise amend, supplement or affect any representation, warranty, covenant or agreement given or made in this Agreement by any
    Party. If any such disclosed information has resulted in, or will result in (in the reasonable determination of the receiving Party),
    the failure to satisfy one or more conditions precedent to a receiving Party’s obligation set forth in Article 3 by the Outside
    Date, then within ten Business Days of the receipt of such written disclosure notice, this Agreement may be terminated by such receiving
    Party, the conditions precedent in favour of whom in Article 3 cannot be satisfied. If this Agreement either cannot be terminated
    or is not terminated by a receiving Party as provided in this Section 4.5, such written notice provided shall in all cases be deemed
    to qualify and update the representations, warranties, agreements, covenants and agreements in this Agreement in all respects for
    the purposes of the satisfaction of the conditions precedent set forth in Article 3, and shall not be a basis for failure to satisfy
    any such conditions. In addition to and in furtherance of the foregoing, until the earlier to occur of the termination of this Agreement
    pursuant to its terms and the Effective Time, Verano may supplement and update the Disclosure Letter and for so long as any such
    supplements and updates (i) were not made as a result of a breach or default by Verano under this Agreement in any material respect,
    and (ii) do not have a Verano Material Adverse Effect, then any such supplements and updates to the Disclosure Letter shall be deemed
    to qualify and update the representations, warranties, agreements and covenants of Verano and the Disclosure Letter in all respects
    for the purposes of the satisfaction of the conditions precedent in Article 3 and shall not be a basis for failure to satisfy any
    such conditions.



 



    	 



    	- 34 -



    

 


		(c)	No
    Party may elect to terminate this Agreement based upon either (i) the failure of a condition precedent in Article 3 for the benefit
    of such Party to be satisfied, or (ii) a termination right of such Party in Section 5.2, unless prior to the Effective Date such
    Party has delivered a written notice to all of the other Parties specifying in reasonable detail the breaches of covenants, agreements,
    representations and warranties or other termination matters which the Party delivering such notice is asserting as the basis for
    the non-fulfilment of its applicable condition precedent or termination right, as the case may be. Provided that any Party is proceeding
    diligently to cure an asserted breach or satisfy an asserted termination matter and such breach or termination matter is capable
    of being cured or satisfied by the Outside Date (in the sole discretion of the Party electing to terminate), no Party may terminate
    this Agreement unless such breach or termination matter shall not have been cured or otherwise satisfied within 15 days after such
    written notice was delivered to all Parties.



 


	4.6	Additional Covenants Regarding the Arrangement




 


Each
Party shall perform all obligations required to be performed by such Party (and, in the case of Pubco, to be performed by Pubco Sub)
under this Agreement, co-operate with the other Parties in connection therewith, and do all such other acts and things as may be reasonably
necessary in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement,
including the Plan of Arrangement. Without limiting any other obligations of the Parties hereunder, the Parties will use their commercially
reasonable efforts to coordinate and cooperate with one another in exchanging such information and supplying such assistance as may be
reasonably requested by each in connection with the foregoing. Without limiting the generality of the foregoing, Pubco shall form the
following limited liability companies in accordance with applicable Law of each such limited liability company and on terms and at a
time acceptable to Verano: LLC1, LLC2, LLC3 and LLC4 (as each such term is defined in the Plan of Arrangement), and all of the membership
interest in each such limited liability company shall be held by Pubco immediately prior to the Effective Time. Pubco shall enter into
each Ancillary Agreement to which it is a party (the form of such each such Ancillary Agreement to be determined by Verano, in its sole
discretion).


 


	4.7	Additional Covenants Regarding the Businesses of Certain
Parties




 


Each
of Pubco (on its own behalf and on behalf of Pubco Sub), BC Newco and Finco covenants and agrees that prior to the Effective Date, unless
(i) Verano shall otherwise agree in writing, or (ii) such action is expressly contemplated or permitted by this Agreement or the Plan
of Arrangement, that it shall not (and in the case of Pubco, shall cause Pubco Sub not to), directly or indirectly:


 


		(a)	issue,
    deliver, sell, pledge, lease, dispose of or encumber any of its securities (whether convertible or not), create any new securities,
    or amend, extend or terminate, any of the terms of, or agreements governing, any of its outstanding convertible securities;



 


		(b)	sell,
    pledge, lease, transfer, dispose of or encumber any of its assets, rights or properties;



 


		(c)	amend
    or propose to amend its Governing Documents or the terms of any of its securities;



 


		(d)	split,
    combine or reclassify any of its outstanding shares or undertake any other capital reorganization;



 


		(e)	redeem,
    purchase or offer to purchase any of its securities;



 


		(f)	loan
    or lend amounts to any Person;



 



    	 



    	- 35 -



    

 


		(g)	declare,
    set aside or pay any dividend or other distribution (whether in cash, securities or any combination thereof) in respect of any of
    its shares;



 


		(h)	reorganize,
    amalgamate or merge with any other Person;



 


		(i)	reduce
    the stated capital of its shares;



 


		(j)	acquire
    or agree to acquire (by merger, amalgamation, acquisition of shares or assets or otherwise) any Person, or make any investment either
    by purchase of shares or securities, contributions of capital (other than to its Subsidiaries), or purchase of any property or assets
    of any other Person;



 


		(k)	incur,
    create, assume or otherwise become liable for any indebtedness for borrowed money or any other liability or obligation or issue any
    debt securities, except normal course liabilities;



 


		(l)	guarantee,
    endorse or otherwise as an accommodation become responsible for, the obligations of any other Person;



 


		(m)	adopt
    a plan of liquidation or resolutions providing for any liquidation or dissolution;



 


		(n)	pay,
    discharge, settle, satisfy, compromise, waive, assign or release any claims, liabilities or obligations, except normal course payables;



 


		(o)	enter
    into any Contract or authorize, recommend or propose any release or relinquishment of any contractual right;



 


		(p)	engage
    in any transaction with any related parties;



 


		(q)	make
    any capital expenditures;



 


		(r)	amend
    its accounting policies or adopt new accounting policies, except as may be required by applicable Law;



 


		(s)	make,
    revoke or change any Tax election; amend any previously filed Tax Return; file any Tax Return inconsistent with past practice; settle
    or compromise any Liability for Taxes; agree to an extension or waiver of the limitation period with respect to the assessment, reassessment,
    or determination of Taxes; enter into any closing agreement with respect to any Tax; surrender any right to claim a material Tax
    refund; change an annual accounting period; adopt or change any accounting method with respect to Taxes; or consent to any extension
    or waiver of the limitation period applicable to any Tax claim or assessment unless, in each case, such action is required by Law;



 


		(t)	take
    any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate,
    prevent, materially delay or materially impede its ability to consummate the Business Combination or the other transactions contemplated
    by this Agreement; or



 


		(u)	agree
    to do any of the foregoing.



 



    	 



    	- 36 -



    

 


ARTICLE
5


TERM,
TERMINATION, AMENDMENT AND WAIVER


 


	5.1	Term




 


This
Agreement shall be effective from the date hereof until the earlier of (a) the Effective Time or (b) the termination of this Agreement
in accordance with its terms.


 


	5.2	Termination




 


		(a)	This
    Agreement may be terminated at any time prior to the Effective Time (notwithstanding the Pubco Shareholder Approval, the approval
    of the other matters at the Pubco Meeting, and/or approval by the Court, as applicable):



 


		(i)	by
    mutual written agreement of Transacting Parties and notice in writing to the Parties that are not Transacting Parties;
	 	 	 
	 	(ii)	by
either Transacting Party, if:



 


		(A)	the
    Effective Time shall not have occurred on or before the Outside Date, except that the right to terminate this Agreement under this
    Section 5.2(a)(ii)(A) shall not be available to any Transacting Party whose failure to fulfill any of its obligations or breach of
    any of its representations and warranties under this Agreement has been a substantial cause of the failure of the Effective Time
    to occur by such Outside Date;



 


		(B)	after
    the date hereof, there shall be enacted or made any applicable Law that makes consummation of the Arrangement illegal or otherwise
    prohibited or enjoins a Party from consummating the Arrangement and such applicable Law or enjoinment shall have become final and
    non-appealable; or



 


		(C)	after
    the date hereof, upon any Governmental Entity having issued a final, nonappealable order prohibiting the Arrangement;



 


		(iii)	By
    Pubco, if Pubco Shareholder Approval of the Pubco Arrangement Resolution shall not have been obtained at the Pubco Meeting in accordance
    with the Interim Order and no Pubco Key Shareholder nor Pubco is or has been at any time in breach of such Person’s obligations
    under a Pubco Shareholder Voting Agreement;
	 	 	 
	 	(iv) 	 by
    Verano, if:



  


		(A)	Pubco
    has received notice of the existence of Pubco Dissenting Shareholders who hold more than 30% of the Pubco Shares outstanding immediately
    prior to the Pubco Meeting;



 


		(B)	the
    Pubco Shares have been cease traded;



 


		(C)	Pubco
    makes a Change of Recommendation; or



 


		(D)	approval
    of any Pubco Special Meeting Matter shall not have been obtained at the Pubco Meeting (and in the case of the Pubco Arrangement Resolution,
    Pubco Shareholder Approval shall not have been obtained in accordance with the Interim Order); and



 



    	 



    	- 37 -



    

 


		(v)	by
    any Party, if: such Party has a right to terminate this Agreement pursuant to, and in accordance with, Section 4.5, subject to such
    Party exercising such termination right not then being in breach of this Agreement so as to cause any condition in Article 3 not
    to be satisfied.



 


		(b)	The
    Party desiring to terminate this Agreement pursuant to this Section 5.2 (other than pursuant to Section 5.2(a)(i)) shall give notice
    of such termination to the other Parties, specifying in reasonable detail the basis for such Party’s exercise of its termination
    right.



 


		(c)	If
    this Agreement is terminated pursuant to this Section 5.2, this Agreement, together with the Plan of Arrangement, shall become void
    and be of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant
    or representative of such Party) to any other Party, except that the provisions of this Section 5.2(c), Section 5.3 and Article 6
    and all related definitions set forth in Section 1.1 shall survive any termination hereof pursuant to Section 5.2.



 


	5.3	Expenses and Termination Fees




 


		(a)	Notwithstanding
    any other provision herein, each of the Parties shall be responsible for its own costs and charges incurred with respect to the Business
    Combination including, without limitation, all costs and charges incurred prior to the date of this Agreement and all legal and accounting
    fees and disbursements relating to preparing this Agreement or otherwise relating to the transactions contemplated herein. Notwithstanding
    the above but subject to the following sentence, Verano shall be responsible for paying (i) the costs and fees payable to the CSE
    regarding their review of the Business Combination and the review of the proposed executive officers and directors of the Resulting
    Issuer following completion of the Business Combination, (ii) all listing fees in connection with any securities issued pursuant
    to the Business Combination, (iii) all printing and mailing costs in connection with the Pubco Meeting; (iv) all costs of Pubco’s
    transfer agent incurred in connection with the Pubco Meeting and the Business Combination; (v) the cost of the Pubco Fairness Opinion;
    and (vi) all Court costs related to the approval of the Plan of Arrangement. The responsibility for Verano to pay the costs and fees
    set out in (i) through (vi) of the preceding sentence shall only apply if Pubco does not materially breach this Agreement and no
    party to a Pubco Shareholder Voting Agreement (other than Verano) breaches its obligations thereunder. Notwithstanding the foregoing:



  


		(i)	any
    costs and expenses required to be incurred by Pubco in connection with receiving approval of the Business Combination under the Hart-Scott-Rodino
    Antitrust Improvements Act of 1976, as amended; and



 


		(ii)	if
    the Effective Date does not occur on or before March 15, 2021 and until termination of this Agreement, any costs, fees and expenses
    typically incurred by Pubco in order to maintain its status as a reporting issuer not in default in the province of Alberta,
    including but not limited to accounting, audit, legal, consulting, transfer agent, and annual participation fees, up to a maximum of
    $50,000, will
be paid by Verano, in each case subject to such costs, fees and expenses being reasonable and documented.



 



    	 



    	- 38 -



    

 


		(b)	For
    the purposes of this Agreement, “Pubco Termination Fee Event” means the termination of this Agreement:



 


		(i)	by
    Verano pursuant to Section 5.2(a)(iv);



 


		(ii)	by
    Verano pursuant to Section 5.2(a)(v) (but only to the extent the Party in breach of this Agreement is Pubco); or



 


		(iii)	by
    Pubco pursuant to Section 5.2(a)(iii).



 


If
a Pubco Termination Fee Event occurs pursuant to Section 5.3(b), Pubco shall pay the Pubco Termination Fee to Verano, by wire transfer
of immediately available funds, prior to or simultaneously with the termination of this Agreement.


 


		(c)	For
    the purposes of this Agreement, “Verano Termination Fee Event” means the termination of this Agreement:



 


		(i)	by
    Pubco pursuant to Section 5.2(a)(ii) (but only to the extent that Pubco is not in breach of this Agreement); or



 


		(ii)	by
    Pubco pursuant to Section 5.2(a)(v) (but only to the extent the Party in breach of this Agreement is Verano).



 


If
a Verano Termination Fee Event occurs pursuant to Section 5.3(c), Verano shall pay the Verano Termination Fee to Pubco by wire transfer
of immediately available funds.


 


		(d)	For
    clarity, the Pubco Termination Fee or the Verano Termination Fee shall only be paid once pursuant to this Section 5.3. Each of the
    Transacting Parties acknowledges that the agreements contained in this Section 5.3 are an integral part of the transactions contemplated
    in this Agreement and that, without those agreements, the Transacting Parties would not enter into this Agreement. Each Transacting
    Party acknowledges that all of the payment amounts set out in this Section are payments in consideration for the disposition of rights
    under this Agreement and represent payments of liquidated damages which are a genuine pre-estimate of the damages, which the Transacting
    Party entitled to such damages will suffer or incur as a result of the event giving rise to such payment and the resultant termination
    of this Agreement and are not penalties. Each of the Parties irrevocably waives any right it may have to raise as a defence that
    any such liquidated damages are excessive or punitive. For greater certainty, each Transacting Party agrees that, upon any termination
    of this Agreement under circumstances where a Transacting Party is entitled to the Verano Termination Fee or the Pubco Termination
    Fee and such fee is paid in full, a Party shall be precluded from any other remedy against any other Party or at Law or in equity
    or otherwise (including, without limitation, an order for specific performance), and shall not seek to obtain any recovery, judgment,
    or damages of any kind, including consequential, indirect, or punitive damages, against the other Parties or any of their respective
    Subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates or
    their respective Representatives in connection with this Agreement or the transactions contemplated hereby, provided, however that
    payment by a Transacting Party of the Pubco Termination Fee of the Verano Termination Fee shall not be in lieu of any damages or
    any other payment or remedy available in the event of any willful or intentional breach by such Transacting Party of any of its obligations
    under this Agreement.



 



    	 



    	- 39 -



    

 


	5.4	Amendment




 


Subject
to the provisions of the Interim Order, the Plan of Arrangement and applicable Laws, this Agreement and the Plan of Arrangement may,
at any time and from time to time before or after the holding of the Pubco Meeting but not later than the Effective Time, be amended
by mutual written agreement of all of the Parties and any such amendment may without limitation:


 


		(a)	change
    the time for performance of any of the obligations or acts of the Parties;



 


		(b)	waive
    any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;



 


		(c)	waive
    compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the
    Parties; and



 


		(d)	waive
    compliance with or modify any mutual conditions precedent herein contained.



 


	5.5	Waiver




 


Any
Party may (a) extend the time for the performance of any of the obligations or acts of any of the other Parties, (b) waive compliance,
except as provided herein, with any of the other Parties’ agreements or the fulfilment of any conditions to its own obligations
contained herein, or (c) waive inaccuracies in any of the other Parties’ representations or warranties contained herein or in any
document delivered by any other Party; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument
in writing signed by all other Parties whose obligations are not being extended or waived and, unless otherwise provided in the written
waiver, will be limited to the specific breach or condition waived.


 


ARTICLE
6


GENERAL
PROVISIONS


 


	6.1	Notices




 


All
notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given
and received on the day it is delivered, provided that it is delivered on a Business Day prior to 5:00 p.m. local time in the place of
delivery or receipt. However, if notice is delivered after 5:00 p.m. local time or if such day is not a Business Day then the notice
shall be deemed to have been given and received on the next Business Day. Notice shall be sufficiently given if delivered (either in
Person, by courier service or other personal method of delivery), or if transmitted by electronic means (by electronic mail, or other
similar method of delivery, provided that in the case of delivery by electronic mail or similar method of delivery such delivery is confirmed
by reply or “read receipt” or similar method) to the Parties at the following addresses (or at such other addresses as shall
be specified by any Party by notice to the other given in accordance with these provisions):


 


	 	(a)	if to Pubco or Pubco Sub:




 


Majesta
Minerals Inc.


Suite
400, 444 7th Avenue
 Calgary, Alberta T2P 0X8


 


	 	Attention:	Michael Stein
	 	Email:	 [***] 




 






    	 



    	- 40 -



    

 


with
a copy (which shall not constitute notice) to:




 


WeirFoulds
LLP


66
Wellington Street West, Suite 4100
 TD Bank Tower, P.O. Box 35


Toronto,
Ontario M5K 1B7


 


	 	Attention:	Michael Dolphin
	 	Email:	mdolphin@weirfoulds.com




 


	 	(b)	if to Verano Holdings, LLC:




 


Verano
Holdings, LLC


415
N. Dearborn Street, Suite 400


Chicago,
Illinois 60654


 


	 	Attention:	George Archos, Chief Executive Officer
	 	Email:	 [***] 




 


with
a copy (which shall not constitute notice) to:


 


Fasken
Martineau DuMoulin LLP
 333 Bay Street, Suite 2400
 Toronto, Ontario M5H 2T6


 


	 	Attention:	Rubin Rapuch
 
	 	Email: 	rrapuch@fasken.com




 


	 	(c)	if to BC Newco:




 


1277233
B.C. Ltd.


2900
- 550 Burrard Street


Vancouver,
British Columbia V6C 0A3


 


	 	Attention:	George Archos, Director
	 	Email:	 [***] 




 


	 	(d)	if to Finco:




 


1276268
B.C. Ltd.


2900
- 550 Burrard Street


Vancouver,
British Columbia V6C 0A3


 


	 	Attention:	George Archos, Director
	 	Email:	 [***] 




 


	6.2	Governing Law; Waiver of Jury Trial




 


This
Agreement shall be governed, including as to validity, interpretation and effect, by the Laws of the Province of British Columbia and
the Laws of Canada applicable therein. Each of the Parties hereby irrevocably attorns to the non-exclusive jurisdiction of the courts
of the Province of British Columbia in respect of all matters arising under and in relation to this Agreement and the Business Combination.
EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES
IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.


 



    	 



    	- 41 -



    

 


	6.3	Injunctive Relief; Damages




 


Subject
to Section 5.3, the Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in
the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.
Accordingly, the Parties agree that, in the event of any breach or threatened breach of this Agreement by a Party, the non-breaching
Party will be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief
and specific performance, and the Parties shall not object to the granting of injunctive or other equitable relief on the basis that
there exists an adequate remedy at Law. Subject to Section 5.3 and this Section 6.3, such remedies will not be the exclusive remedies
for any breach of this Agreement but will be in addition to all other remedies available at Law or equity to each of the Parties. In
any action to enforce the terms of this Agreement, including any action for equitable relief or to recover damages for any violations
herein, it shall not be a defense, and no Party shall assert any claim, cause of action, defense, legal or equitable remedy (including
rescission), or theory that any provision of this Agreement is invalid, non-binding, unenforceable or illegal on the basis that federal
law may restrict or prohibit the activities and transactions contemplated hereby that involve cannabis, or products relating thereto,
and the parties hereby waive all such claims, causes of action, defenses, remedies, and theories, to the extent permitted under federal
law and applicable Law. In connection with any claim for damages by a Party for any violation of this Agreement by any other Party, and
in the absence of fraud, gross negligence or wilful misconduct by such other Party (for which, in each case, there shall be no limitation),
the maximum aggregate liability of any Party hereto shall not exceed US$100,000.


 


	6.4	Time of Essence




 


Time
shall be of the essence in this Agreement.


 


	6.5	Entire Agreement, Binding Effect and Assignment




 


This
Agreement (including the exhibits and schedules hereto and the Disclosure Letter) as well as the Non-Disclosure Agreement, the Ancillary
Agreements and the Pubco Shareholder Voting Agreements constitute the entire agreement, and supersede all other prior agreements, representations,
warranties and understandings, both written and oral, between the Parties, or any of them, with respect to the subject matter hereof
and thereof and, except as expressly provided herein (including under and for those referenced in Section 6.6 (No Liability), this Agreement
is not intended to and shall not confer upon any Person other than the Parties any rights or remedies hereunder. Neither this Agreement
nor any of the rights, interests or obligations hereunder may be assigned by either of the Parties without the prior written consent
of the other Parties. This Agreement shall enure to the benefit of the Parties and their respective successors and permitted assigns
and shall be binding upon the Parties and their respective successors and permitted assigns.


 


	6.6	No Liability




 


No
director or officer of any of the Parties hereunder shall have any personal liability whatsoever to the other Parties under this Agreement,
or any other document delivered in connection with the transactions contemplated hereby. This Agreement may only be enforced against,
and any Action based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement,
may only be brought against the entities that are expressly named as Parties and then only with respect to the specific obligations set
forth herein with respect to such Party. No past, present or future director, officer, employee, incorporator, manager, member, partner,
stockholder, affiliate, agent, attorney or other representative of any Party or of any affiliate of any Party, or any of their successors
or permitted assigns, shall have any liability for any obligations or liabilities of any Party under this Agreement or for any Action
based on, in respect of or by reason of the transactions contemplated hereby.




 


	6.7	Severability




 


If
any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law or public policy,
all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the fullest extent possible.


 


	6.8	Counterparts; Execution




 


This
Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile, portable document
format or similar executed electronic copy of this Agreement, and such facsimile, portable document format or similar executed electronic
copy shall be legally effective to create a valid and binding agreement between the Parties.


 


[Remainder
of page intentionally left blank.]





 



    	 



    	 



    

 


IN
WITNESS WHEREOF Pubco, Verano, BC Newco, Finco and Pubco Sub have caused this Agreement to be executed as of the date first written
above by their respective officers thereunto duly authorized.


 


	 	MAJESTA
    MINERALS INC.
	 	 	 
	 	By:	/s/
    “Michael Stein” 
	 	Name:	Michael
    Stein
	 	Title:	Director
	 	 	 
	 	VERANO
    HOLDINGS, LLC
	 	 	 
	 	By:	/s/
    “George P. Archos”
	 	Name:	George
    P. Archos 
	 	Title:	CEO
	 	 	 
	 	1277233
    B.C. LTD.
	 	 	 
	 	By:	/s/
    “George P. Archos”
	 	Name:	George
    P. Archos 
	 	Title:	Director
	 	 	 
	 	1276268
    B.C. LTD.
	 	 	 
	 	By:	/s/
    “George P. Archos”
	 	Name:	George
    P. Archos 
	 	Title:	Director
	 	 	 
	 	1278655
    B.C. LTD.
	 	 	 
	 	By:	/s/
    “Michael Stein” 
	 	Name:	Michael
    Stein
	 	Title:	Director



 



    	 



     


    

  





SCHEDULE
“A”


PLAN
OF ARRANGEMENT


 


UNDER
SECTION 288 OF THE


 


BUSINESS
CORPORATIONS ACT (BRITISH COLUMBIA)


 


ARTICLE
1


DEFINITIONS
AND INTERPRETATION


 


	1.1	Definitions




 


In
this Plan of Arrangement, unless the context otherwise requires, capitalized terms used but not defined shall have the meanings ascribed
to them below:


 


“ABCA”
means the Business Corporations Act (Alberta), and the regulations made thereunder, as now in effect and as such act and regulations
may be promulgated or amended from time to time;


 


“Affected
Person” has the meaning ascribed thereto in Section 5.4 of this Plan of Arrangement;


 


“Affected
Securities” has the meaning ascribed thereto in Section 5.8 of this Plan of Arrangement; “AME” means Alternative
Medical Enterprises, LLC;


 


“AME
Agreement and Plan of Merger” means the agreement and plan of merger dated November 6, 2020 among Verano, AME, POR, RVC and
a member representative, as amended on December 14, 2020 as it may be further amended and restated from time to time;


 


“AME
Exchange Agreement” means an exchange agreement to be entered into among each of the Canadian AME Members and Pubco prior to
the effective time of the AME Merger pursuant to which such Canadian AME Members will exchange and transfer their interest in AME to
Pubco in exchange for their portion of the Consideration payable to AME Members under the AME Agreement and Plan of Merger and the Arrangement
Agreement and in respect of which such Canadian AME Members and the Resulting Issuer will make and file a joint income tax election under
Section 85 of the Tax Act;


 


“AME
Merger” means the merger of LLC2 with and into AME with AME continuing as the surviving company in accordance with and under
the laws of the State of Florida and the AME Agreement and Plan of Merger;


 


“AME
Member” means a member of AME;


 




“AME Unit” means a unit of AME;


 


“Arrangement”
means the arrangement of Pubco under Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in this Plan
of Arrangement, subject to any amendments or variations thereto made in accordance with the Arrangement Agreement, Article 6 of this
Plan of Arrangement or made at the direction of the Court in the Final Order;


 



    	 



    	A-2



      


“Arrangement
Agreement” means the arrangement agreement dated December 14, 2020 among Verano, Pubco, BC Newco, Finco and Pubco Subco as
the same may be amended, amended and restated or supplemented from time to time;


 


“BC
Amalgamation” means the amalgamation of Pubco and BC Newco pursuant to this Plan of Arrangement, with the Resulting Issuer
as the successor corporation;


 


“BC
Newco” means 1277233 B.C. Ltd., a company existing under the BCBCA;


 


“BC
Newco Shares” means the issued and outstanding common shares of BC Newco;


 


“BCBCA”
means the Business Corporations Act (British Columbia), and the regulations made thereunder, as now in effect and as such act
and regulations may be promulgated or amended from time to time;


 


“Board
Nominees” means George Archos, R. Michael Smullen, Cristina Nuñez, Matthew Paunen and Edward Brown or such other persons
determined by the Transacting Parties and the Companies (as such term is defined in the AME Agreement and Plan of Merger);


 


“Broker”
has the meaning ascribed thereto in Subsection 5.4(a) of this Plan of Arrangement;


 


“Business
Day” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in any of Vancouver, British Columbia;
Toronto, Ontario; Chicago, Illinois; Phoenix, Arizona; Miami, Florida; and Wilmington, Delaware;


 


“Canadian
AME Members” means AME Members who are Canadian Electors;


 


“Canadian
Elector” means (a) a person who is a resident of Canada within the meaning of the Tax Act who is not exempt from tax under
Part I of the Tax Act, or (b) a “Canadian partnership” within the meaning of the Tax Act, at least one member of which is
described in (a), in each case who desires to make a joint election with Pubco under subsection 85(1) of the Tax Act in respect of the
disposition of their Affected Securities to Pubco under the Plan of Arrangement;


 


“Cash
Consideration” means the cash consideration payable to certain AME Members pursuant to the AME Agreement and Plan of Merger;


 


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


 


“Consideration”
means (in each case as set forth in, and subject to adjustment in accordance with, the Arrangement Agreement or other applicable Transaction
Agreement), the consideration to be received by holders of Verano Units, AME Units, POR Units, RVC Units, Pubco Shares, Finco Shares,
units of Verano Blockercos, and units of Partially Owned Verano Subsidiaries including Resulting Issuer Subordinate Voting Shares, Resulting
Issuer Proportionate Voting Shares, Cash Consideration and Resulting Issuer Convertible Notes;


 


“Continuance”
means the continuance of Pubco from the Province of Alberta to the Province of British Columbia pursuant to Sections 302 and 303 of the
BCBCA and Section 189 of the ABCA;


 


“Conveyance
Agreement” means the agreement conveying all the assets of Finco Amalco to Pubco to be entered into between Pubco and Finco
Amalco in connection with the Finco Windup;


 


“Court”
means the Supreme Court of British Columbia;


 



    	 



    	A-3



      


“CSE”
means the Canadian Securities Exchange;


 


“Depository”
means any one or more Canadian trust companies, banks or other financial institutions determined by Verano for the purpose of, among
other things, (i) issuing certificates representing Resulting Issuer Shares and distributing Resulting Issuer Convertible Notes in connection
with this Plan of Arrangement; and (ii) exchanging certificates representing Pubco Shares for certificates representing Resulting Issuer
Subordinate Voting Shares or Resulting Issuer Proportionate Voting Shares, as applicable;


 


“Effective
Date” means the date that Verano determines will be the date upon which the Arrangement becomes effective subject to the satisfaction
or, where not prohibited, waiver of those conditions to be satisfied as of the Effective Date by the applicable party as set forth in
the Arrangement Agreement excluding conditions that, by their terms, cannot be satisfied until the Effective Date;


 


“Effective
Time” means 12:01 a.m. on the Effective Date, or such other time as the Parties agree in writing;


 


“Final
Order” means the final order of the Court pursuant to Section 291 of the BCBCA, in a form acceptable to the Transacting Parties,
each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of the Transacting Parties
which consent shall not be unreasonably withheld, conditioned or delayed) at any time prior to the Effective Date or, if appealed, then,
unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to the Transacting
Parties, each acting reasonably) on appeal;


 


“final
proscription date” has the meaning ascribed thereto in Section 5.5 of this Plan of Arrangement;


 


“Finco”
means 1276268 B.C. Ltd., a company incorporated under the laws of British Columbia;


 


“Finco Amalco” means the company
formed upon the Finco Amalgamation;


 


“Finco
Amalco Windup” means the conveyance of all of the assets of Finco Amalco to Pubco and the assumption by Pubco of the liabilities
of Finco Amalco pursuant to the Conveyance Agreement in connection with the winding up of Finco Amalco, all in accordance with subsection
88(1) of the Tax Act;


 


“Finco
Amalgamation” means the amalgamation of Finco and Pubco Subco pursuant to the terms of the Finco Amalgamation Agreement;


 


“Finco
Amalgamation Agreement” means the amalgamation agreement to be entered into between Finco, Pubco and Pubco Subco prior to the
Effective Time, pursuant to which Pubco shall issue to each holder of Finco Shares a Pubco Subordinate Voting Share on a one for one
basis;


 


“Finco
Share” means a common share of Finco;


 


“FRLLCA”
means Florida Revised Limited Liability Company Act;


 


“Governmental
Entity” means: (a) any multinational, federal, provincial, territorial, state, regional, municipal, local or other government,
governmental or public department, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) any
stock exchange, including the CSE; (c) any subdivision, agent, commission, board or authority of any of the foregoing; or (d) any quasi-governmental
body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any jurisdiction, regulatory,
expropriation or taxing authority under or for the account of any of the foregoing;


 



    	 



    	A-4



      


“Governmental
Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental
Entity;


 


“Initial
BC Newco Shareholder” means the initial holder of the issued and outstanding BC Newco Shares;


 


“Interim
Order” means the interim order of the Court contemplated by Section 2.2 of the Arrangement Agreement and made pursuant to Section
291 of the BCBCA, in a form acceptable to the Transacting Parties, each acting reasonably, providing for, among other things, the calling
and holding of the Pubco Meeting and, as the same may be amended by the Court (with the consent of the Transacting Parties, each acting
reasonably);


 


“Law”
or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity,
rulings, ordinances, Governmental Orders or other requirements, whether domestic or foreign, including but not limited to, all applicable
requirements of federal, state, provincial and municipal, city, county or other local government laws, rules and regulations and guidelines
regarding regulated medical and adult use cannabis businesses and activities, and the terms and conditions of any Permit of or from any
Governmental Entity or self-regulatory authority (including the CSE), but excluding provisions of any U.S. federal laws or regulations
applicable to cannabis, including the Controlled Substances Act, 21 U.S.C. ch.13 § 801 et. seq., or related federal law that
prohibit the cultivation, processing, sale or possession of cannabis and provisions of U.S. federal law that may be violated due to the
federal illegality of cannabis including, but not limited to U.S. federal money laundering laws (Title 18 U.S.C. § 1956, 1957),
and the term “applicable” with respect to such Laws and in a context that refers to a Party, means such Laws as are
applicable to such Party and/or its Subsidiaries or their business, undertaking, property or securities and emanate from a Person having
jurisdiction over the Party and/or its Subsidiaries or its or their business, undertaking, property or securities;


 


“Letter
of Transmittal” means the letter of transmittal to be forwarded by Pubco to Pubco Shareholders together with Pubco’s
management information circular prepared in connection with the Pubco Meeting and/or such other equivalent form of letter of transmittal
acceptable to Verano acting reasonably as forwarded to the holders of other Affected Securities;


 


“Liens”
means any hypothecs, mortgages, pledges, assignments, liens, charges, security interests, encumbrances and adverse rights or claims,
other third party interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege
(whether by Law, contract or otherwise) capable of becoming any of the foregoing;


 


“LLC1”
means a limited liability company formed by Pubco under the laws of Delaware for purposes of the Verano Merger, all of the membership
interests of which are held by Pubco immediately prior to the Verano Merger;


 


“LLC2”
means a limited liability company formed by Pubco under the laws of Florida for purposes of the AME Merger, all of the membership interests
of which are held by Pubco immediately prior to the AME Merger;


 



    	 



    	A-5



     


“LLC3”
means a limited liability company formed by Pubco under the laws of Florida for purposes of the POR Merger, all of the membership interests
of which are held by Pubco immediately prior to the POR Merger;


 


“LLC4”
means a limited liability company formed by Pubco under the laws of Florida for purposes of the RVC Merger, all of the membership interests
of which are held by Pubco immediately prior to the RVC Merger;


 


“Other
POR Owners” means the holders of membership interests of POR other than AME and POR Holdings;


 


“Other
Verano Subsidiary Owner” means a holder of securities of Partially-Owned Verano Subsidiaries other than Verano;


 


“Other
Verano Unitholders” means the holders of membership interests of Verano other than the Verano Blockercos;


 


“Partially
Owned Verano Subsidiaries” means DGV Group, LLC, Saint Chicago Holdings, LLC, Red Med Holdings, LLC, Verano NJ Holdings, LLC
and VHGCA Holdings, LLC, each a subsidiary or affiliate of Verano that is partially owned by Persons other than Verano;


 


“Parties”
means Pubco, Verano, BC Newco, Finco and Pubco Subco, and “Party” means any of them;


 


“Permit”
means any license, permit, certificate, consent, grant, approval, agreement, classification, restriction, registration, filing, notification
or other authorization of, to, from or required by any Governmental Entity, including, but not limited to, all licenses, permits, and
approvals necessary and required by applicable state, provincial and municipal Governmental Entities for the conduct of regulated medical
and adult use cannabis businesses and activities;


 


“Person”
includes an individual, firm, trust, partnership, association, body corporate, unlimited liability corporation, limited liability company,
joint venture, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity
or group of Persons, whether or not having legal status;


 


“POR”
means Plants of Ruskin GPS LLC, a limited liability company organized under the laws of Florida;


 


“POR
Holdings” means POR Holdings, LLC, a limited liability company organized under the laws of Florida;


 


“POR
Holdings Exchange Agreement” means the exchange agreement to be entered into between POR Holdings and Pubco prior to the Effective
Time pursuant to which POR Holdings will exchange and transfer all of its interest in POR to Pubco in exchange for its portion of the
Consideration payable to POR Members under the AME Agreement and Plan of Merger and the Arrangement Agreement;


 


“POR
Merger” means the merger of LLC3 with and into POR with POR continuing as the surviving company in accordance with and under
the laws of the State of Florida and the AME Agreement and Plan of Merger;


 


“POR
Unit” means a common unit of POR;


 



    	 



    	A-6



      


“Pubco”
means Majesta Minerals Inc., a corporation existing under the ABCA prior to the Continuance and under the BCBCA after the Continuance;


 


“Pubco
Arrangement Resolution” means the special resolution of the Pubco Shareholders approving this Plan of Arrangement to be considered
at the Pubco Meeting, substantially in the form attached as Schedule B to the management information circular to be sent to Pubco Shareholders
in connection with the Pubco Meeting;


 


“Pubco
Assumption Agreement” means an agreement between Pubco and Verano pursuant to which Pubco shall assume the rights and obligations
of Verano under the AME Agreement and Plan of Merger;


 


“Pubco
Convertible Notes” means the promissory notes convertible into Pubco Subordinate Voting Shares and Pubco Proportionate Voting
Shares to be issued pursuant to the AME Agreement and Plan of Merger;


 


“Pubco
Dissent Rights” means the rights of dissent exercisable by the registered Pubco Shareholders in respect of the Arrangement
pursuant to Division 2 of Part 8 of the BCBCA, as modified by Article 4 of this Plan of Arrangement, the Interim Order and the Final
Order;


 


“Pubco
Dissenting Shareholder” means a registered Pubco Shareholder who duly exercises its Pubco Dissent Rights with respect to the
Arrangement, and who has not withdrawn or been deemed to have withdrawn such exercise of Pubco Dissent Rights;


 


“Pubco
Dissenting Shares” means Pubco Shares held by a Pubco Dissenting Shareholder who has demanded and perfected Pubco Dissent Rights
in respect of its Pubco Shares in accordance with Article 4 of this Plan of Arrangement and the Interim Order and who, as of the Effective
Time, has not effectively withdrawn or lost such Pubco Dissent Rights;


 


“Pubco
Meeting” means the annual and special meeting of Pubco Shareholders, including any adjournment or postponement thereof, to
be called and held for the purpose of obtaining the approval of the Pubco Meeting Matters, among other things, in accordance with the
Interim Order, as applicable;


 


“Pubco
Meeting Matters” means the Pubco Arrangement Resolution, the Resulting Issuer Equity Incentive Plan Resolution and other matters
proposed by Verano on which the Pubco Shareholders will vote at the Pubco Meeting, in accordance with the Interim Order, as applicable;


 


“Pubco
Name Change” means the change of the name of Pubco from Majesta Minerals Inc. to Verano Holdings Corp. or such other name as
is determined by Verano and approved by the Registrar;


 


“Pubco
Proportionate Voting Shares” means Class B proportionate voting shares of Pubco which will have substantially the same special
rights and restrictions as the Resulting Issuer Proportionate Voting Shares;


 


“Pubco
Share Amendment” means the creation of Pubco Proportionate Voting Shares and the alteration of the notice of articles and articles
of Pubco to add special rights and restrictions to the “common shares” of Pubco and change the identifying name of the “common
shares” of Pubco to “Class A subordinate voting shares”;


 


“Pubco
Share Consolidation” mean the consolidation of the Pubco Shares on the basis that will result in 100,000 issued and outstanding
Pubco Shares upon completion of the consolidation;


 



    	 



    	A-7



     


“Pubco
Shareholders” means the holders of Pubco Shares at the applicable time;


 


“Pubco
Shares” means the common shares in the capital of Pubco prior to the Pubco Share Amendment and the Pubco Subordinate Voting
Shares and Pubco Proportionate Voting Shares, after the Pubco Share Amendment;


 


“Pubco
Subco” means 1277233 B.C. Ltd., a wholly owned subsidiary of Pubco formed under the laws of British Columbia;


 


“Pubco
Subordinate Voting Shares” means Class A subordinate voting shares of Pubco which will have substantially the same special
rights and restrictions as the Resulting Issuer Subordinate Voting Shares;


 


“Registrar”
means the Registrar of Companies appointed under Section 400 of the BCBCA; 


 


“Resulting
Issuer” has the meaning ascribed thereto in Subsection 3.2(o);


 


“Resulting
Issuer Convertible Notes” means the Pubco Convertible Notes which will become the obligations of the Resulting Issuer following
the BC Amalgamation;


 


“Resulting
Issuer Equity Incentive Plan” means the equity incentive plan of the Resulting Issuer the form of which is to be agreed upon
between the Transacting Parties, each acting reasonably, and acceptable to the CSE and which is to be voted on at the Pubco Meeting;


 


“Resulting
Issuer Proportionate Voting Shares” means the Class B proportionate voting shares of the Resulting Issuer, with the special
rights and restrictions substantially as set forth in Schedule “F” to the Arrangement Agreement;


 


“Resulting
Issuer Shares” means, collectively, the Resulting Issuer Subordinate Voting Shares and the Resulting Issuer Proportionate Voting
Shares;


 


“Resulting
Issuer Subordinate Voting Shares” means the Class A subordinate voting shares of the Resulting Issuer, with the special rights
and restrictions substantially as set forth in Schedule “F” to the Arrangement Agreement;


 


“RVC”
means RVC 360, LLC, a limited liability company organized under the laws of Florida;


 


“RVC
Merger” means the merger of LLC4 with and into RVC and RVC continuing as the surviving company in accordance with and under
the laws of the State of Florida and the AME Agreement and Plan of Merger;


 


“RVC
Unit” means a common unit of RVC;


 


“Subsidiary”
has the meaning ascribed thereto in National Instrument 45-106 - Prospectus Exemptions;


 


“Tax
Act” means the Income Tax Act (Canada) and the regulations made thereunder, as now in effect and as they may be promulgated
or amended from time to time;


 


“Transaction
Agreements” means the Arrangement Agreement, the Finco Amalgamation Agreement, the Verano Agreement and Plan of Merger, the
Verano Blockerco Exchange Agreements, the Verano Subsidiary Exchange Agreements, the AME Exchange Agreements, the AME Agreement, Plan
of Merger or the POR Holdings Exchange Agreement and the Pubco Assumption Agreement;


 



    	 



    	A-8



      


“Transacting
Parties” means Verano and Pubco, and “Transacting Party” means either of them;


 


“Verano”
means Verano Holdings, LLC, a limited liability company existing under the Laws of the State of Delaware;


 


“Verano
Agreement and Plan of Merger” means the agreement and plan of merger to be entered into prior to the Effective Time among Verano,
Pubco and LLC1;


 


“Verano
Blockerco” means a Verano Member that is an entity formed in a state of the United States that is owned by Verano Blockerco
Members and that solely holds Verano Units;


 


“Verano
Blockerco Exchange Agreement” means an exchange agreement pursuant to which a Verano Blockerco Member shall exchange its ownership
interests in such Verano Blockerco for Pubco Subordinate Voting Shares and in respect of which such Verano Blockerco Member and the Resulting
Issuer will make and file a joint income tax election under Section 85 of the Tax Act;


 


“Verano
Blockerco Member” means a member of a Verano Blockerco who is a Canadian Elector;


 


“Verano Members” means
the members of Verano;


 


“Verano
Merger” means the merger of LLC1 with and into Verano with Verano continuing as the surviving company in accordance with and
under the laws of the State of Delaware and the Verano Agreement and Plan of Merger;


 


“Verano
Subsidiary Exchange Agreement” means an exchange agreement pursuant to which an Other Verano Subsidiary Owner shall
exchange its securities of a Partially Owned Verano Subsidiary for Pubco Subordinate Voting Shares and Pubco Proportionate Voting
Shares;


 


“Verano
Unit” means a Class B Unit of Verano; and


 


“Withholding
Obligation” shall have the meaning ascribed thereto in Section 5.4 of this Plan of Arrangement.


 


In
addition, words and phrases used herein and defined in the BCBCA and not otherwise defined herein shall have the same meaning herein
as in the BCBCA unless the context otherwise requires.


 


	1.2	Interpretation Not Affected by Headings




 


For
the purposes of this Plan of Arrangement, except as otherwise expressly provided:


 


	 	(a)	“this Plan of Arrangement”
    means this Plan of Arrangement, including the recitals hereof, and not any particular Article, Section, Subsection or other subdivision
    or recital hereof, and includes any agreement, document or instrument entered into, made or delivered pursuant to the terms hereof,
    as the same may, from time to time, be supplemented or amended and in effect;
	 	 	 
	 	(b)	the words “hereof”,
    “herein”, “hereto” and “hereunder” and other word of similar import refer to this Plan of Arrangement
    as a whole and not to any particular Article, Section, Subsection, or other subdivision or recital hereof;


 



    	 



    	A-9



      


	 	(c)	all references in this
    Plan of Arrangement to a designated “Article”, “Section”, “Subsection” or other subdivision or
    recital hereof are references to the designated Article, Section, Subsections or other subdivision or recital to, this Plan of Arrangement;
	 	 	 
	 	(d)	the division of this Plan
    of Arrangement into Articles, Sections, Subsections and other subdivisions or recitals and the insertion of headings and captions
    are for convenience of reference only and are not intended to interpret, define or limit the scope, extent or intent of this Plan
    of Arrangement or any provision hereof;
	 	 	 
	 	(e)	a reference to a statute
    in this Plan of Arrangement includes all regulations, rules, policies or instruments made thereunder, all amendments to the statute,
    regulations, rules, policies or instruments in force from time to time, and any statutes, regulations, rules, policies or instruments
    that supplement or supersede such statute, regulations, rules, policies or instruments;
	 	 	 
	 	(f)	the word “or”
    is not exclusive;
	 	 	 
	 	(g)	the word “including”
    is not limiting, whether or not non-limiting language (such as “without limitation” or “but not limited to”
    or words of similar import) is used with reference thereto; and
	 	 	 
	 	(h)	all references to “approval”,
    “authorization” or “consent” in this Plan of Arrangement means written approval, authorization or consent.


 


	1.3	Number and Gender




 


In
this Plan of Arrangement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa,
words importing the use of either gender shall include both genders and neuter.


 


	1.4	Date for any Action




 


If
the date on which any action is required to be taken hereunder is not a Business Day in the jurisdiction where such action is to be taken,
such action shall be required to be taken on the next succeeding day which is a Business Day.


 


	1.5	Currency




 


Unless
otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of the United States and
“$” refers to United States dollars unless otherwise noted.


 


	1.6	Time




 


Time
shall be of the essence in every matter or action contemplated hereunder. All times expressed herein are local time in British Columbia,
Canada unless otherwise stipulated herein.


 



    	 



    	A-10



     


ARTICLE
2


ARRANGEMENT
AGREEMENT


 


	2.1	Arrangement Agreement




 


This
Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence
of the steps comprising the Arrangement, which shall occur in the order set forth herein.


 


ARTICLE
3


THE
BUSINESS COMBINATION


 


	3.1	Binding Effect




 


This
Plan of Arrangement shall, without any further act or formality required on the part of any Person, except as expressly provided herein,
become effective at, and be binding at and after, the Effective Time on Pubco, Verano, AME, POR, RVC, BC Newco, Finco, Finco Amalco,
the Resulting Issuer, POR Holdings, Canadian AME Members, Verano Blockercos, the Partially Owned Verano Subsidiaries and all registered
and beneficial holders of securities of the foregoing Persons and their subsidiaries including Pubco Dissenting Shareholders, the registrar
and transfer agent of Pubco and the Resulting Issuer; the Depository; and all other Persons served with notice of the final application
to approve this Plan of Arrangement.


 


	3.2	Arrangement




 


Subject
to receipt of the Final Order, on the Effective Date, commencing at the Effective Time, the following events or transactions shall occur
and be deemed to occur sequentially, in the following order, without any further act or formality required on the part of any Person,
except as expressly provided herein, notwithstanding that certain of the procedures related thereto are not completed until after such
time:


 


	 	(a)	each Pubco Dissenting Share
    held by a Pubco Dissenting Shareholder in respect of which a Pubco Shareholder has validly exercised his, her or its Pubco Dissent
    Rights shall be deemed to be transferred by such Pubco Dissenting Shareholder to Pubco (free and clear of any Liens of any nature
    whatsoever) in accordance with and for the consideration set forth in Article 4 hereof, and such Pubco Dissenting Shareholder shall
    cease to be a holder of such Pubco Share and his, her or its name shall be removed from the central securities register of Pubco
    as a holder of a Pubco Dissenting Share. Such Pubco Dissenting Shareholder shall be deemed to have executed and delivered all consents,
    releases, assignments and waivers, statutory or otherwise, required to transfer such Pubco Dissenting Shares to Pubco in accordance
    with this Subsection. Pubco shall be the holder of all of the Pubco Dissenting Shares transferred in accordance with this Subsection
    and such Pubco Shares will be cancelled and the central securities register of Pubco shall be revised accordingly;


 


	 	(b)	Pubco shall complete the
    (i) Pubco Share Consolidation, (ii) the Pubco Share Amendment; and (iii) the Pubco Name Change which shall take effect on the date
    and time that the notice of alteration of Pubco’s articles in respect of the Pubco Share Amendment and the Pubco Name Change
    is filed with the Registrar;


 



    	 



    	A-11



      


	 	(c)	Finco and Pubco Subco shall
    amalgamate to form Finco Amalco in accordance with and under Section 269 of the BCBCA pursuant to the Finco Amalgamation Agreement
    and (i) without limiting the generality of the above, the separate legal existence of Finco and Pubco Subco shall cease without Pubco
    Subco being liquidated or wound up, and Finco and Pubco Subco shall continue as one company, Finco Amalco, under the terms and conditions
    prescribed in this Plan of Arrangement; (ii) the property, rights and interests of each of Finco and Pubco Subco shall continue to
    be the property, rights and interests of Finco Amalco; (iii) Finco Amalco shall continue to be liable for the obligations of each
    of Finco and Pubco Subco; (iv) Finco Amalco shall be deemed to be the party plaintiff or the party defendant, as the case may be,
    in any civil action commenced by or against either Finco or Pubco Subco before the amalgamation has become effective; (v) a conviction
    against, or a ruling, order or judgment in favour of or against, either Finco or Pubco Subco may be enforced by or against Finco
    Amalco; (vi) the notice of articles and articles of Finco Amalco shall be substantially identical to the notice of articles and articles
    of Finco; (vii) each Finco Share held by a holder thereof will be cancelled and the holder’s name shall be removed from the
    central securities register of Finco, and in consideration therefor, the holder thereof shall receive a fully paid and non-assessable
    Pubco Subordinate Voting Share on the basis of one Pubco Subordinate Voting Share for each Finco Share and the registered holder
    thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required
    to exchange such Finco Share in accordance herewith; (viii) each share of Pubco Subco held by Pubco will be cancelled and the holder’s
    name shall be removed from the central securities register of Pubco Subco, and in consideration therefor, the holder thereof shall
    receive a fully paid and non-assessable shares of Finco Amalco on the basis of one share of Finco Amalco for each share of Pubco
    Subco and the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers,
    statutory or otherwise, required to exchange such share of Pubco Subco in accordance herewith; (ix) in consideration for Pubco’s
    issuance of Pubco Subordinate Voting Shares, Finco Amalco shall issue to Pubco one Finco Amalco Share for each Pubco Subordinate
    Voting Share; (x) the registered office of Finco Amalco shall be the registered office of Finco; and (xi) the amount added to the
    capital of the Pubco Subordinate Voting Shares shall be the amount of the paid-up capital (as that term is used for purposes of the
    Tax Act) of the Finco Shares immediately prior to the Finco Amalgamation;


 


	 	(d)	the Finco Amalco Windup
    shall occur pursuant to the terms of the Conveyance Agreement;


 


	 	(e)	the Board Nominees shall
    be appointed as directors of Pubco;


 


	 	(f)	Pubco shall acquire from
    each Verano Blockerco Member that has entered into a Verano Blockerco Exchange Agreement the securities of the Verano Blockerco held
    by such Verano Blockerco Member in consideration for Pubco Subordinate Voting Shares in accordance with the Arrangement Agreement
    and applicable Verano Blockerco Exchange Agreement, and the name of such Verano Blockerco Member shall be added to the central securities
    register maintained by or on behalf of Pubco showing such holder as the registered holder of Pubco Subordinate Voting Shares so issued;


 


	 	(g)	Upon the merger of LLC1
    with and into Verano in accordance with and under the Delaware General Corporation Law and the Verano Agreement and Plan of Merger,
    with Verano continuing as the surviving company under the laws of the State of Delaware and in the manner set out in the Verano Agreement
    and Plan of Merger, each of the following will occur:


 


	 	(i)	Pubco shall issue to each
    Other Verano Unitholder in consideration for the Verano Units held by such Other Verano Unitholder, Pubco Subordinate Voting Shares
    and Pubco Proportionate Voting Shares in accordance with the Verano Agreement and Plan of Merger and the Arrangement Agreement and
    each such Other Verano Unitholder shall be added to the central securities register maintained by or on behalf of Pubco showing such
    Other Verano Unitholder as the registered holder of the Pubco Subordinate Voting Shares and Pubco Proportionate Voting Shares so
    issued;


 



    	 



    	A-12



     


	 	(ii)	each unit of LLC1, issued
    and outstanding immediately prior to the Effective Time, shall be converted into and become one validly issued, fully paid and non-assessable
    Verano Unit after the Verano Merger; and


 


	 	(iii)	in consideration of the
    issuance of the Pubco Subordinate Voting Shares and Pubco Proportionate Voting Shares pursuant to Subsection 3.2(g)(i) above, Verano
    (as the surviving company in connection with the Verano Merger) will issue one Verano Unit to Pubco for each Pubco Subordinate Voting
    Share issued and 100 Verano Units for each Pubco Proportionate Voting Share issued and, other than the one Verano Unit issued pursuant
    to Subsection 3.2(g)(ii) above, such Verano Units shall constitute the only outstanding Verano Units after the Verano Merger;


 


	 	(h)	Pubco shall acquire from
    each Other Verano Subsidiary Owner the securities of the Partially-Owned Verano Subsidiary held by such Other Verano Subsidiary Owner
    in consideration for Pubco Subordinate Voting Shares and Pubco Proportionate Voting Shares in accordance with the applicable Verano
    Subsidiary Exchange Agreement and the name of such Other Verano Subsidiary Owner shall be added to the central securities register
    maintained by or on behalf of Pubco showing such Other Verano Subsidiary Owner as the registered holder of the Pubco Subordinate
    Voting Shares and/or Pubco Proportionate Voting Shares so issued;


 


	 	(i)	Pubco shall assume the
    rights and obligations of Verano under the AME Agreement and Plan of Merger in accordance with the Pubco Assumption Agreement;


 


	 	(j)	Pubco shall acquire from
    POR Holdings all of the POR Units held thereby in consideration for Pubco Subordinate Voting Shares and Pubco Proportionate Voting
    Shares in accordance with the POR Holdings Exchange Agreement and POR Holdings shall be added to the central securities register
    maintained by or on behalf of Pubco showing POR Holdings as the registered holder of the Pubco Subordinate Voting Shares and/or Pubco
    Proportionate Voting Shares so issued;


 


	 	(k)	The AME Units held by each
    Canadian AME Member shall be contributed to Pubco pursuant to its AME Exchange Agreement and Pubco shall issue Pubco Subordinate
    Voting Shares and Pubco Proportionate Voting Shares in accordance with the applicable AME Exchange Agreement and the name of such
    Canadian AME Member shall be added to the central securities register maintained by or on behalf of Pubco showing such Canadian AME
    Member as the registered holder of the Pubco Subordinate Voting Shares and Pubco Proportionate Voting Shares so issued;


 


	 	(l)	Upon the merger of LLC2
    with and into AME in accordance with and under the FRLLCA and the AME Agreement and Plan of Merger, with AME continuing as the surviving
    company in the manner set out in the AME Agreement and Plan of Merger, each of the following will occur:


 


	 	(i)	Pubco shall issue or pay
    to each AME Member that is not a Canadian AME Member in consideration for each issued and outstanding AME Unit held by each such
    AME Member Pubco Subordinate Voting Shares, Pubco Proportionate Voting Shares, the Cash Consideration payable on the Effective Date
    and Pubco Convertible Notes, as applicable, in accordance with AME Agreement and Plan of Merger and the Arrangement Agreement and
    such AME Member shall be added to the central securities register maintained by or on behalf of Pubco showing such AME Member as
    the registered holder of the Pubco Subordinate Voting Shares and/or Pubco Proportionate Voting Shares so issued;


 



    	 



    	A-13



      


	 	(ii)	each unit of LLC2, issued
    and outstanding immediately prior to the Effective Time, shall be converted into and become one validly issued, fully paid and non-assessable
    AME Unit after the AME Merger; and


 


	 	(iii)	in consideration of the
    issuance of the Pubco Subordinate Voting Shares, Pubco Proportionate Voting Shares and the Pubco Convertible Notes and the assumption
    of the obligation to pay the Cash Consideration pursuant to Subsection 3.2(l)(i) above, respectively, AME (as the surviving company
    in connection with the merger) will issue one AME Unit to Pubco for each Pubco Subordinate Voting Share issued and 100 AME Units
    for each Pubco Proportionate Voting Share issued and, other than the one AME Unit issued pursuant to Subsection 3.2(l)(ii) above,
    such AME Units shall constitute the only outstanding AME Units after the AME Merger;


 


	 	(m) 	Upon the merger of LLC3 with and into POR, in accordance
    with and under the FRLLCA and the AME Agreement and Plan of Merger, with POR continuing as the surviving company in the manner set
    out in the AME Agreement and Plan of Merger, each of the following will occur:


 


	 	(i)	Pubco shall issue to each
    Other POR Owner in consideration for each POR Unit held by each Other POR Owner Pubco Subordinate Voting Shares and Pubco Proportionate
    Voting Shares in accordance with AME Agreement and Plan of Merger and the Arrangement Agreement and the Other POR Owner shall be
    added to the central securities register maintained by or on behalf of Pubco showing such Other POR Owner as the registered holder
    of Pubco Subordinate Voting Shares and Pubco Proportionate Voting Shares so issued;


 


	 	(ii)	each unit of LLC3, issued
    and outstanding immediately prior to the Effective Time, shall be converted into and become one validly issued, fully paid and non-assessable
    POR Unit after the POR Merger; and


 


	 	(iii)	in consideration of the
    issuance of the Pubco Subordinate Voting Shares and Pubco Proportionate Voting Shares issued pursuant to Subsection 3.2(m)(i) above,
    POR (as the surviving company in connection with the POR Merger) will issue one POR Unit to Pubco for each Pubco Subordinate Voting
    Share issued and 100 POR Units for each Pubco Proportionate Voting Share issued and, other than the one POR Unit issued pursuant
    to Subsection 3.2(m)(ii) above, such POR Units shall constitute the only outstanding POR Units after the POR Merger;


  


	 	(n)  	Upon the merger of LLC4
    with and into RVC, in accordance with and under the FRLLCA and the AME Agreement and Plan of Merger, with RVC continuing as
    the surviving company in the manner set out in the AME Agreement and Plan of Merger, and each of the following will occur:


 


	 	(i)  	Pubco
shall issue to each Other RVC Member in consideration for each RVC Unit held by each Other RVC Member Pubco Subordinate Voting Shares
and Pubco Proportionate Voting Shares in accordance with the AME Agreement and Plan of Merger and the Arrangement Agreement and each
Other RVC Member shall be added to the central securities register maintained by or on behalf of Pubco showing such Other RVC Member
as the registered holder of Pubco Subordinate Voting Shares and Pubco Proportionate Voting Shares so issued;


 



    	 



    	A-14



     


	 	(ii)	each unit of LLC4, issued
    and outstanding immediately prior to the Effective Time, shall be converted into and become one validly issued, fully paid and non-assessable
    RVC Unit after the RVC Merger; and


 


	 	(iii)	in consideration of the
    issuance of the Pubco Subordinate Voting Shares, Pubco Proportionate Voting Shares issued pursuant to Subsection 3.2(n)(i) above,
    RVC (as the surviving company in connection with the merger) will issue one RVC Unit to Pubco for each Pubco Subordinate Voting Share
    issued and 100 RVC Units for each Pubco Proportionate Voting Share issued and, other than the one RVC Unit issued pursuant to Subsection
    3.2(n)(ii) above, such RVC Units shall constitute the only outstanding RVC Units after the RVC Merger;


 


	 	(o)	BC Newco and Pubco shall
    amalgamate to form one corporate entity, with the same effect as if they had amalgamated under Section 269 of the BCBCA except the
    separate legal existence of Pubco will not cease and Pubco will survive the amalgamation (Pubco, as such surviving entity, may be
    referred to herein as the “Resulting Issuer”). The BC Amalgamation is intended to qualify as an amalgamation as
    defined in subsection 87(1) of the Tax Act. Upon the BC Amalgamation:


 


	 	(i)	without limiting the generality
    of the foregoing, BC Newco and Pubco shall amalgamate, the separate legal existence of BC Newco will cease without BC Newco being
    liquidated or wound-up, and BC Newco and Pubco shall continue as the Resulting Issuer, under the terms and conditions prescribed
    in this Plan of Arrangement;


 


	 	(ii)	the Resulting Issuer shall
    become capable immediately of exercising the functions of an incorporated company;


 


	 	(iii)	the Resulting Issuer shall
    have the name of Pubco;


 


	 	(iv)	the shareholders of the
    Resulting Issuer shall have the powers and the liability provided in the BCBCA;


 


	 	(v)	the property, rights and
    interests of each of BC Newco and Pubco shall continue to be the property, rights and interests of the Resulting Issuer, and such
    amalgamation shall not constitute an assignment by operation of law, an transfer or any other disposition of the property, rights
    and interests of Pubco to the Resulting Issuer;


 


	 	(vi)	the Resulting Issuer shall
    continue to be liable for the obligations of BC Newco and Pubco;


 


	 	(vii)	any legal proceedings being
    prosecuted or pending by or against BC Newco or Pubco may be prosecuted, or their prosecution may be continued as the case may be,
    by or against the Resulting Issuer;


 


	 	(viii)	a conviction against, or
    a ruling, order or judgment in favour of or against, either BC Newco and Pubco may be enforced by or against the Resulting Issuer;


 


	 	(ix)	the initial directors of
    the Resulting Issuer will be the Board Nominees;


 



    	 



    	A-15



      


	 	(x)	the notice of articles
    and articles of the Resulting Issuer shall be substantially identical to the notice of articles and articles of Pubco immediately
    prior to the BC Amalgamation, and the registered office of the Resulting Issuer shall be the registered office of Pubco following
    the Continuance;


 


	 	(xi)	each BC Newco Share held
    by a holder thereof will be cancelled and the holder’s name shall be removed from the register of holders of BC Newco Shares,
    and in consideration therefor, the holder thereof shall receive a fully paid and non-assessable Resulting Issuer Subordinate Voting
    Share on the basis of one Resulting Issuer Subordinate Voting Share for each BC Newco Share and the registered holder thereof shall
    be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange
    such BC Newco Share in accordance herewith;


 


	 	(xii)	each Pubco Share will be
    cancelled and the holder’s name shall be removed from the register of holders of such shares, and in consideration therefor,
    the holder thereof shall receive, in consideration for each Pubco Subordinate Voting Share, one Resulting Issuer Subordinate Voting
    Share, and in consideration for each Pubco Proportionate Voting Share, one Resulting Issuer Proportionate Voting Share, and the registered
    holder of the Pubco Shares shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory
    or otherwise, required to exchange such Pubco Shares in accordance herewith; and


  


	 	( )	the
amounts added to the capital of the Resulting Issuer Subordinate Voting Shares and Resulting Issuer Proportionate Voting Shares shall
be amounts equal to the paid-up capital (as that term is used for purposes of the Tax Act) of the corresponding class of Pubco Shares
(other than the Pubco Shares held by Pubco Dissenting Shareholders) immediately prior to the Effective Time, and an additional amount
equal to the paid-up capital of the BC Newco Shares immediately prior to the Effective Time shall be added to the capital of the Resulting
Issuer Subordinate Voting Shares; and



 


	 	(p)	each
Resulting Issuer Subordinate Voting Share held by the Initial BC Newco Shareholder shall, without any further action by or on behalf
of the Initial BC Newco Shareholder, be, and shall be deemed to be, canceled and the holder’s name shall be removed from the central
securities register of the Resulting Issuer, and in consideration therefor, the holder thereof shall receive a cash payment for such
Resulting Issuer Subordinate Voting Share equal to $1.00.



 


Notwithstanding
the foregoing and anything else in this Plan of Arrangement, none of the foregoing events or transactions shall occur or be deemed to
occur unless all of the foregoing events and transactions occur or are deemed to occur.


 


	3.3	Issuance of Additional Resulting Issuer Subordinate Voting
Shares and Resulting Issuer Proportionate Voting Shares




 


	 	(a)	Each holder of a Resulting
    Issuer Convertible Note shall be issued and shall receive, upon the due exercise by such holder of its conversion rights set
    forth therein, Resulting Issuer Subordinate Voting Shares and Resulting Issuer Proportionate Voting Shares, in accordance with the
    terms of such Resulting Issuer Convertible Note.


 



    	 



    	A-16



      


	 	(b)	Each holder of Resulting
    Issuer Proportionate Voting Shares, including holders of Resulting Issuer Convertible Notes that exercise or convert into such shares,
    shall be issued and shall receive, upon the due conversion or exercise by the holder thereof, in accordance with the special rights
    and restrictions attached to the Resulting Issuer Proportionate Voting Shares, Resulting Issuer Subordinate Voting Shares.


 


	3.4	Post-Effective Time Procedures




 


	 	(a)	As soon as reasonably practicable
    following the Effective Time, the Resulting Issuer, shall deliver or arrange to be delivered to the Depository, if required such
    number of Resulting Issuer Proportionate Voting Shares and Resulting Issuer Subordinate Voting Shares in book-entry form or certificated
    form, as determined by the Resulting Issuer, required to be issued hereunder.


 


	 	(b)	Subject to the provisions
    of Article 5 hereof, and upon return of a properly completed and executed Letter of Transmittal, by a registered former Pubco Shareholder,
    together with certificates, or in the case of shares in book-entry form or uncertificated form, an “agent’s message”,
    representing Pubco Shares and such other documents as the Depository may require, the Depository shall deliver to former Pubco Shareholders,
    Resulting Issuer Proportionate Voting Shares or Resulting Issuer Subordinate Voting Shares, as the case may be, in book-entry form
    and in accordance with the provisions of this Plan of Arrangement and to which they are entitled.


 


	3.5	Fractional Resulting Issuer Securities




 


The
Consideration to be issued under this Plan of Arrangement by Pubco and the Resulting Issuer may, in accordance with the Arrangement Agreement
or applicable Transaction Agreement, include a fraction of a Pubco Subordinate Voting Share, Pubco Proportionate Voting Share, Resulting
Issuer Subordinate Voting Share or Resulting Issuer Proportionate Voting Share.


 


	3.6	Canadian Tax Election




 


Each
Verano Blockerco Member and Canadian AME Member shall be entitled to make a tax election, pursuant to subsection 85(1) or 85(2) of the
Tax Act, as applicable (and the analogous provisions of provincial income tax law). Any Verano Blockerco Member or Canadian AME Member
who wants to make such election and otherwise qualifies to make such election may do so by providing to the Resulting Issuer two signed
copies of the necessary election forms within 120 days following the Effective Date, duly completed. Thereafter, subject to the election
forms complying with the provisions of the Tax Act (or applicable provincial or territorial income tax law), the forms will be signed
by the Resulting Issuer and returned to such Verano Blockerco Member or Canadian AME Member by ordinary mail within 30 days after the
receipt thereof by the Resulting Issuer for filing with the Canada Revenue Agency (or the applicable provincial or territorial taxing
authority). The Resulting Issuer will not be responsible for the proper completion of any election form and, except for the obligation
of the Resulting Issuer to so sign and return duly completed election forms which are received by the Resulting Issuer within 120 days
of the Effective Date. The Resulting Issuer will not be responsible for any taxes, interest or penalties resulting from the failure by
a Verano Blockerco Member or Canadian AME Member to properly complete or file the election forms in the form and manner and within the
time prescribed by the Tax Act (or any applicable provincial or territorial legislation). In its sole discretion, the Resulting Issuer
may choose to sign and return an election form received by it more than 120 days following the Effective Date, but the Resulting Issuer
will have no obligation to do so.


 



    	 



    	A-17



      


ARTICLE
4


DISSENT
RIGHTS


 


	4.1	Rights of Dissent




 


	 	(a)	Pursuant
to the Interim Order, registered holders of Pubco Shares may exercise the Pubco Dissent Rights in connection with the Arrangement pursuant
to and in the manner set forth in Division 2 of Part 8 of the BCBCA, as modified by the Interim Order, the Final Order and this Section
4.1, provided that the written notice of dissent to the Pubco Arrangement Resolution contemplated by Section 242 of the BCBCA must be
received by Pubco not later than 10:00 a.m.(Toronto time) on the day that is two Business Days immediately preceding the date of the
Pubco Meeting (as it may be adjourned or postponed from time to time). Each such Pubco Dissenting Shareholder who duly exercises its
Pubco Dissent Rights in accordance with this Section 4.1, and who:


 


	 	(i)	is ultimately determined
    to be entitled to be paid fair value for its Pubco Dissenting Shares by Pubco (which fair value, notwithstanding anything to the
    contrary contained in Section 245 of the BCBCA, shall be determined as of the close of business on the day before the Effective Date),
    shall be deemed to have irrevocably transferred its Pubco Dissenting Shares to Pubco in accordance with Section 3.2(a) in exchange
    for the right to be paid fair value for such Pubco Dissenting Shares, and Pubco shall thereupon be obligated to pay the amount ultimately
    determined to be the fair value of such Pubco Dissenting Shares; or


 


	 	(ii)	is ultimately determined
    not to be entitled to be paid fair value for its Pubco Dissenting Shares by Pubco, for any reason, shall be deemed to have participated
    in the Arrangement on the same basis as a registered holder of a Pubco Share that has not exercised the Pubco Dissent Rights.


      


	 	(b) 	In
no circumstances shall the Resulting Issuer, Pubco, Verano, or any other person be required to recognize a person purporting to
exercise Pubco Dissent Rights after the completion of the step contemplated by Subsection 3.2(a), and each such Person who has exercised
Pubco Dissent Rights will cease to be entitled to the rights of the registered holders of Pubco Shares, respectively, in respect of the
shares in relation to which such Person has exercised such dissent rights, and the register for the Pubco Shares, will be amended to
reflect that such former holder is no longer the holder of such shares as and from the completion of the step set forth in Subsection
3.2(a). 



 


In
addition to any other restrictions under the Interim Order and Division 2 of Part 8 of the BCBCA, and for greater certainty, Pubco Shareholders
who vote, or who have instructed a proxyholder to vote, in favour of the Pubco Arrangement Resolution shall not be entitled to exercise
Pubco Dissent Rights.


 



    	 



    	A-18



      


ARTICLE
5


DELIVERY
OF SHARES


 


	5.1	Delivery of Resulting Issuer Proportionate Voting Shares
and Resulting Issuer Subordinate Voting Shares




 


Subject
to Section 5.4:


 


	 	(a) 	Upon surrender to the Depository
    for cancellation of a certificate, if any, or book-entry form, or an “agent’s message” evidencing the surrender
    of Affected Securities that immediately before the Effective Time represented one or more outstanding Affected Securities that were
    exchanged for Resulting Issuer Subordinate Voting Shares or Resulting Issuer Proportionate Voting Shares, as the case may be, pursuant
    to the Arrangement other than under an AME Exchange Agreement, POR Holdings Exchange Agreement or Verano Blockerco Exchange Agreement,
    together with the duly completed and executed Letter of Transmittal with respect to such shares and such additional documents and
    instruments as the Depository may reasonably require, the holder of such surrendered Affected Securities shall be entitled to receive
    in exchange therefor, and the Depository shall deliver to such holder following the Effective Time, such number of Resulting Issuer
    Subordinate Voting Shares and/or Resulting Issuer Proportionate Voting Shares in book-entry or certificated form, as determined by
    the Resulting Issuer, that such holder is entitled to receive pursuant to this Plan of Arrangement.


   


	 	(b)	After the effective time
    of the BC Amalgamation and until surrendered for cancellation as contemplated by Subsection 5.1(a) hereof, each Pubco Share (other
    than Pubco Shares held immediately prior to such time by Pubco Dissenting Shareholders) and any certificates representing such Pubco
    Shares shall thenceforth be deemed at all times to represent only the right to receive in exchange therefor the securities of the
    Resulting Issuer that the holder is entitled to receive in accordance with this Plan of Arrangement.


 


	5.2	Lost Certificates




 


If
any certificate, that immediately prior to the Effective Time represented, or was deemed to represent, one or more outstanding securities
to be deposited with the Depository under this Plan of Arrangement shall have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the holder claiming such certificate to be lost, stolen or destroyed, and the receipt by the Depository of a letter of
transmittal, as applicable, the Depository shall deliver in exchange for such lost, stolen or destroyed certificate, the Consideration
that such holder is entitled to receive in accordance with this Plan of Arrangement. When authorizing such delivery of the Consideration
that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom such Consideration
is to be delivered shall, as a condition precedent to the delivery of such Consideration give a bond satisfactory to the Resulting Issuer
or Pubco, as applicable, and the Depository (acting reasonably) in such amount as the Resulting Issuer or Pubco, as applicable, and the
Depository (acting reasonably) may direct, or otherwise indemnify the Resulting Issuer or Pubco, as applicable, and the Depository in
a manner satisfactory to such applicable party, and the Depository, acting reasonably, against any claim that may be made against the
Resulting Issuer or Pubco or the Depository, as applicable, with respect to the certificate alleged to have been lost, stolen or destroyed
and shall otherwise take such actions as may be required by the constating documents of the Resulting Issuer or Pubco as applicable.


 


	5.3	Distributions with Respect to Unsurrendered Shares




 


No
dividend or other distribution declared or made after the Effective Time with respect to the Resulting Issuer with a record date after
the Effective Time shall be delivered to any former holder of Affected Securities unless and until the holder shall have complied with
the provisions of Section 5.1 or Section 5.2 hereof, as applicable. Subject to applicable Law, at the time of such compliance, there
shall, in addition to the delivery of Consideration to which such holder is thereby entitled, be delivered to such holder, without interest,
the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to the Resulting
Issuer Proportionate Voting Shares or Resulting Issuer Subordinate Voting Shares net of any amount deducted or withheld therefrom in
accordance with Section 5.4 hereof.


 



    	 



    	A-19



      


	5.4	Withholding Rights




 


The
Resulting Issuer, Pubco or the Depository, as applicable, shall deduct and withhold from all distributions or payments otherwise payable
to any former Pubco Shareholder or former holder of Affected Securities (each an “Affected Person”) any amounts required
to be deducted and withheld with respect to such payment under the Tax Act, the Code or any provision of any applicable federal, provincial,
state, local or foreign Law or treaty, in each case, as amended (a “Withholding Obligation”). To the extent that amounts
are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Affected
Person in respect of which such deduction and withholding was made, provided that such deducted or withheld amounts are actually remitted
to the appropriate taxing authority. The Resulting Issuer or Pubco and the Depository shall also have the right to:


 


	 	(a)	withhold and sell, on their own account or through
    a broker (the “Broker”), and on behalf of any Affected Person; or


 


	 	(b)	require the Affected Person
    to irrevocably direct the sale through a Broker and irrevocably direct the Broker to pay the proceeds of such sale to the Resulting
    Issuer, Pubco or the Depository as appropriate (and, in the absence of such irrevocable direction, the Affected Person shall be deemed
    to have provided such irrevocable direction);


 


such
number of Resulting Issuer Proportionate Voting Shares and Resulting Issuer Subordinate Voting Shares, issued or issuable to such Affected
Person pursuant to this Plan of Arrangement as is necessary to produce sale proceeds (after deducting commissions payable to the broker
and other costs and expenses) sufficient to fund any Withholding Obligations. Any such sale of Resulting Issuer Proportionate Voting
Shares or Resulting Issuer Subordinate Voting Shares, as applicable, shall be effected on a public market in accordance with applicable
securities Laws, and as soon as practicable following the Effective Date. None of the Resulting Issuer, the Depository or the broker
will be liable for any loss arising out of any sale of such Resulting Issuer Shares including any loss relating to the manner or timing
of such sales, the prices at which Resulting Issuer Shares are sold or otherwise. The Resulting Issuer and the Depository shall provide
prior written notice of any intention to deduct or withhold under applicable Withholding Obligations from any distributions or payments
otherwise payable to any Affected Person so as to give each such Affected Person the reasonable opportunity to provide the Resulting
Issuer and the Depository with any information or documentation sufficient to reduce or eliminate such Withholding Obligations.


 


If
the Resulting Issuer, Pubco or the Depository deducts or withholds any amount (or any Resulting Issuer Shares, as the case may be) pursuant
to this Section 5.4, then:


 


	 	(a)	the Resulting Issuer, Pubco
    or the Depository, as applicable, shall pay the full amount required to be deducted to the appropriate taxing authority on a timely
    basis and in accordance with applicable Law; and


 


	 	(b)	as soon as practicable
    after payment of such amount to the appropriate taxing authority, the Resulting Issuer, Pubco or the Depository, as applicable, shall
    deliver to the Affected Person the original or certified copy of a receipt issued by such taxing authority evidencing such payment,
    and a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Affected Person.


 


	5.5	Limitation and Proscription




 


To
the extent that a former Pubco Shareholder or other Affected Person shall not have complied with the provisions of Section 5.1 or Section
5.2 hereof on or before the date that is six (6) years after the Effective Date (the “final proscription date”), then
the Resulting Issuer Shares and any Resulting Issuer Convertible Note that such former Pubco Shareholder or other Affected Person was
entitled to receive shall be automatically cancelled without any repayment of capital or other consideration in respect thereof and the
original Resulting Issuer Convertible Note to which such former Pubco Shareholder or other Affected Person was entitled, shall be delivered
to the Resulting Issuer by the Depository and certificates representing Resulting Issuer Shares shall be cancelled by the Resulting Issuer,
and the interest of the former Pubco Shareholder or other Affected Person, in such Resulting Issuer Shares and any such Resulting Issuer
Convertible Note to which it was entitled shall be terminated as of such final proscription date for no consideration.


 



    	 



    	A-20



      


	5.6	No Liens




 


Any
exchange, issuance or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens of any kind.


 


	5.7	No Liability




 


None
of the Resulting Issuer, Pubco, Verano, Finco, AME, POR, RVC, Partially Owned Verano Subsidiaries or the Depository shall be liable to
any Person in respect of any payment of Consideration otherwise payable pursuant to this Plan of Arrangement properly delivered to a
public official pursuant to any applicable abandoned property, escheat or similar Law. If any certificate, instrument or agreement representing
securities shall not have been surrendered, and an affidavit with respect thereto shall not have been delivered pursuant to Section 5.2,
immediately prior to the date on which any Consideration to be paid upon surrender of such certificate, instrument or agreement representing
securities would otherwise escheat to or become the property of any Governmental Entity, any such Consideration shall, to the extent
permitted by applicable Law, become the property of the Resulting Issuer, free and clear of all claims of or interest of any Person previously
entitled thereto.


 


	5.8	Paramountcy




 


From
and after the Effective Time: (i) this Plan of Arrangement shall take precedence and priority over any and all Pubco Shares, Pubco Convertible
Notes, Finco Shares, Verano Units, AME Units, POR Units, RVC Units, BC Newco Shares, securities of Verano Blockercos and minority interests
in Partially Owned Verano Subsidiaries that are exchanged with or contributed to Pubco pursuant to this Plan of Arrangement (the “Affected
Securities”); (ii) the rights and obligations of the Resulting Issuer, the Depository, the Affected Persons and any transfer
agent or other depository in relation thereto, shall be solely as provided for in this Plan of Arrangement; and (iii) all actions, causes
of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to the
Affected Securities shall be deemed to have been exchanged, compromised, released and determined without liability except as set forth
herein.


 


ARTICLE
6

AMENDMENTS


 


	6.1	Amendments to Plan of Arrangement




 


	 	(a)	The Parties reserve the
    right to amend, modify or supplement this Plan of Arrangement at any time and from time to time, provided, however, that each such
    amendment, modification or supplement must be: (i) set out in writing; (ii) agreed to in writing by each of the Transacting Parties;
    (iii) filed with the Court and, if made following the Pubco Meeting, approved by the Court; and (iv) communicated to holders or former
    holders of securities of Pubco if and as required by the Court.


 


	 	(b)	Subject to the provisions
    of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement may be proposed by a Transacting Party
    prior to the Pubco Meeting; provided, however, that the Transacting Parties shall have consented thereto in writing, with or without
    any other prior notice or communication, and, if so proposed and accepted by the Pubco Shareholders voting at the Pubco Meeting (other
    than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.


 



    	 



    	A-21



      


	 	(c)	Any amendment, modification
    or supplement to this Plan of Arrangement that is approved by the Court following the Pubco Meeting shall be effective only if: (i)
    it is consented to in writing by the Transacting Parties; (ii) it is filed with the Court (other than amendments contemplated in
    Subsection 6.1(d), which shall not require such filing) and (iii) if required by the Court, it is consented to by Pubco Shareholders
    voting or consenting, as the case may be, in the manner directed by the Court.


 


	 	(d)	Any amendment, modification
    or supplement to this Plan of Arrangement may be made by the Parties without the approval of or communication to the Court or the
    Pubco Shareholders, provided that it concerns a matter which, in the reasonable opinion of the Parties is of an administrative or
    ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse
    to the financial or economic interests of any of the Pubco Shareholders, as applicable.


 


	 	(e)	This Plan of Arrangement
    may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.


 


ARTICLE
7


FURTHER
ASSURANCES


 


	7.1	Further Assurances




 


Notwithstanding
that the transactions and events set out herein shall occur and be deemed to occur in the order set out in this Plan of Arrangement without
any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done
and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required
by any of them in order further to document or evidence any of the transactions or events set out therein.


 



    	 



    	 



     


SCHEDULE
“B”


REPRESENTATIONS
AND WARRANTIES OF VERANO


 


Except
as disclosed or included in the Disclosure Letter or the documents, materials, or agreements listed in the Disclosure Letter, Verano
hereby represents and warrants to Pubco, BC Newco and Finco as follows, and acknowledges that such Parties are relying upon such representations
and warranties in connection with the entering into of the Agreement:


 


	 	(a)	Organization and Qualification.
    Verano and each of the Verano Subsidiaries is duly incorporated or organized, validly existing and in good standing under the
    Laws of its governing jurisdiction. Verano and each of the Verano Subsidiaries have all necessary power and authority to own, lease
    and operate its properties and to carry on the Verano Business as now conducted, except under Federal Cannabis Laws. Verano and each
    of the Verano Subsidiaries are duly licensed or qualified to do business and is in good standing in each jurisdiction in which the
    properties owned or leased by it, or the operation of the Verano Business as currently conducted, makes such licensing or qualification
    necessary, except where the failure to be so licensed, qualified or in good standing would not have a Verano Material Adverse Effect.


 


	 	(b) 	Authority;
Approval.


 


	 	(i)	Verano has all necessary
    limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated
    hereby, including the Business Combination, except under Federal Cannabis Laws. No further act or proceeding on the part of Verano,
    the Verano Board or its members is necessary to authorize the execution, delivery and performance of this Agreement. This Agreement
    has been duly executed and delivered by Verano, and, assuming due authorization, execution and delivery by the other Parties, constitutes
    a legal, valid and binding obligation of Verano, enforceable in accordance with its terms and conditions (except as such enforceability
    may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally
    and by general equitable principles and Federal Cannabis Laws).


 


	 	(ii)	The Verano Board has (i)
    determined that this Agreement and the transactions contemplated hereby, including the Business Combination, are in the best interests
    of Verano and its members; and (ii) approved the execution and delivery of this Agreement, and the performance by Verano and the
    Verano Subsidiaries of their respective obligations under this Agreement, in each case in accordance with the Delaware Limited
    Liability Company Act, and the regulations made thereunder, and the Governing Documents of Verano.


 


	 	(c)	No Conflicts. Except
    as may be set forth in the Disclosure Letter, neither the execution and the delivery by Verano of this Agreement, nor the consummation
    of the transactions contemplated hereby, including the Business Combination, (i) violate or conflict with any provisions of the Governing
    Documents of Verano or any Verano Subsidiary, (ii) violate, conflict with or result in a violation of, or constitute a default (whether
    after the giving of notice, lapse of time or both) under any provision of any Law or Governmental Order to which Verano or any Verano
    Subsidiary or any of their properties or assets are subject, except for Federal Cannabis Laws or (iii) violate, conflict with or
    result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both,would constitute
    a default) under, result in or create in any Person the right to, accelerate, terminate, modify or cancel, require any notice under,
    or result in the imposition or creation of a Encumbrance upon or with respect to any of the ownership interests or assets of Verano
    or any Verano Subsidiary, under any Verano Material Contract, except, in the case of clauses (ii) and (iii), as would not have a
    Verano Material Adverse Effect.


 



    	 



    	B-2



      


	 	(d)	Consents. Except
    as set forth in the Disclosure Letter, no consent, approval, Permit, Governmental Order or authorization of, or registration, declaration
    or filing with, any Governmental Entity or other Person is required to be obtained or made by or on behalf of Verano in connection
    with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except where the failure
    to obtain or make any of the foregoing would not have a Verano Material Adverse Effect. As of the date hereof, neither Verano nor
    any Verano Subsidiary has received any written notice from any Governmental Entity indicating that such Governmental Entity would
    oppose or not grant or issue its consent or approval, if requested, with respect to the transactions contemplated by this Agreement.


 


	 	(e)	Legal Proceedings.
    Except as may be set forth in the Disclosure Letter, (i) there is no Action or series of related Actions pending against Verano or
    any Verano Subsidiary, or any of their directors or executive officers (in each case in their capacities as such), by or before a
    Governmental Entity; (ii) Verano and each Verano Subsidiary is not subject to or bound by any settlement or conciliation agreement
    entered into during the Compliance Period that remains outstanding ; and (iii) there are no Governmental Orders outstanding against
    Verano or any Verano Subsidiary, or against any director or executive officer of Verano or any Verano Subsidiary, in each of the
    foregoing clauses (i), (ii) and (iii), that would have, or would reasonably be expected to have, a Verano Material Adverse Effect.


 


	 	(f)	Compliance with Laws.
    Except for the Federal Cannabis Laws, Verano and each Verano Subsidiary has complied in all material respects with, during the
    Compliance Period, and is now complying with, all Laws applicable to the Verano Business.


 


	 	(g)	Permits. Verano
    and each Verano Subsidiary (i) has managed, held or possessed during the Compliance Period, and does currently manage, hold or possess,
    all material rights under, and (ii) has complied in all material respects with during the Compliance Period, and is currently in
    compliance in all material respects with, all Permits which are required for the operation of the Verano Business by such Person
    or the ownership of such Verano Subsidiary.


 


	 	(h)	Financial Statements.


  


	 	( ) 	The Disclosure Letter contains
    true and complete copies of the following financial statements of Verano (collectively, the “Verano Financial Statements”):
    (a) the audited consolidated balance sheets of Verano for the fiscal years ended December 31, 2018 and December 31, 2019 and the
    related audited consolidated statements of income, cash flows and the capital accounts of the members of Verano for the fiscal years
    ended December 31, 2018 and December 31, 2019, and (b) the unaudited consolidated balance sheet of Verano as of September 30, 2020
    and the related unaudited consolidated statements of income, cash flows and the capital accounts of the members of Verano for the
    nine-month period then ended.


  



    	 



    	B-3



      


	 	(ii)	The Verano Financial Statements
    have been prepared in accordance with IFRS applied on a consistent basis throughout the periods involved, subject to, in the case
    of the interim Verano Financial Statements, normal and recurring year-end adjustments (in each case the effect of which will not
    be materially adverse) and the absence of notes that, if presented, would not differ materially from those presented in the audited
    Verano Financial Statements. Other than as set forth in the Disclosure Letter, each of the Verano Financial Statements (including
    in all cases the notes thereto, if any) has been prepared from, and is consistent with, the books and records of Verano and accurately
    presents in all material respects the financial condition and results of operations of Verano as of the times and for the periods
    referred to therein.


 


	 	(i)	Capitalization.


 


	 	(i)	The Disclosure Letter sets
    forth all issued and outstanding ownership interests of Verano as of December 7, 2020. The ownership interests of Verano were issued
    in compliance with applicable Laws and were not issued in violation of Verano’s Governing Documents or any other agreement,
    arrangement or commitment to which Verano is a party.


 


	 	(ii)	Except as may be set forth
    in the Disclosure Letter or as provided in Verano’s Governing Documents, (i) Verano has no outstanding Derivative Securities,
    (ii) Verano does not have outstanding, authorized, or in effect any stock appreciation, phantom stock, profit participation or similar
    rights, and (iii) there are no voting trusts, shareholder agreements, proxies or other agreements, understandings or obligations
    in effect with respect to the voting, transfer or sale (including any rights of first refusal, rights of first offer or drag-along
    rights), issuance (including any pre-emptive or anti-dilution rights), redemption or repurchase (including any put or call or buy-sell
    rights), or registration (including any related lock-up or market standoff agreements) of any ownership interests or other securities
    of Verano, to which Verano is a party.


 


	 	(j)	Subsidiaries. The
    Disclosure Letter sets forth as of the date thereof (i) each Verano Subsidiary (other than Verano Subsidiaries that are dormant and
    hold no assets and have no liabilities and Verano Subsidiaries that are immaterial), and (ii) Verano’s direct or indirect ownership
    or other interest in such Verano Subsidiary (and the nature of such ownership or other, if indirect).


 


	 	(k)	Brokers. Except
    as set forth in the Disclosure Letter, no Person has, or will have, any liability to pay any fees, commissions or other compensation
    to any broker, finder, investment banker, financial advisor or other similar Person with respect to the transactions contemplated
    by this Agreement on the basis of any act or statement made by or on behalf of Verano or any Verano Subsidiary.


 


	 	(l)	Absence of Changes.
    Since September 30, 2020, there has been no Verano Material Adverse Effect, and neither Verano nor any of its Subsidiaries has
    authorized or entered into any Contract or authorized, taken or agreed to take (or fail to take) any action that would result in
    a Verano Material Adverse Effect.


 



    	 



    	B-4



      


	 	(m)	Absence of Undisclosed
    Liabilities; Indebtedness. Except as may be set forth in the Disclosure Letter, Verano and its Subsidiaries on a consolidated
    basis have no material liability of a type required to be reflected on a balance sheet prepared in accordance with IFRS, except for
    those liabilities (i) set forth on the Latest Balance Sheet, (ii) which have arisen since the date of the Latest Balance Sheet in
    the ordinary course of business, (iii)which have arisen under any Verano Material Contracts, or (iv) which have been incurred in
    connection with the transactions contemplated hereby and the Ancillary Agreements, including the Resulting Issuer Convertible Notes
    and the Private Placement. Except as may be set forth in the Disclosure Letter, Verano has no indebtedness for borrowed money other
    than (1) as set forth on the Latest Balance Sheet, (ii) which has arisen since the date of the Latest Balance Sheet in the ordinary
    course of business, (iii) which has arisen under any Verano Material Contracts, or (iv) which has been incurred in connection with
    the transactions contemplated hereby and the Ancillary Agreements, including the Resulting Issuer Convertible Notes and the Private
    Placement.


 


	 	(n)	Title to Properties;
    Sufficiency of Assets. Verano and its Subsidiaries, on a consolidated basis, are in possession of, and have title to or a valid
    leasehold interest in, all of the material tangible properties and assets reflected on the face of the Latest Balance Sheet or acquired
    after the date of the Latest Balance Sheet, in each case other than such tangible properties and assets that have been sold or otherwise
    disposed of in the ordinary course of business after the date of the Latest Balance Sheet or as may be set forth in the Disclosure
    Letter. Such material tangible properties and assets are free and clear of all Encumbrances other than Permitted Encumbrances and
    those Encumbrances as may set forth in the Disclosure Letter. Verano and its Subsidiaries, on a consolidated basis, posses or have
    valid rights to, all material assets and properties necessary to conduct the Verano Business in the ordinary course of business as
    of the date hereof.


 


	 	(o)	Taxes.


 


	 	(i)	Verano has filed an election
    with the U.S. Internal Revenue Service effective as of January 1, 2019 to be classified as an “association” taxable as
    a corporation for U.S. federal income tax purposes (the “Verano Tax Election”). At all times prior to the effectiveness
    of such election, Verano was properly classified as a partnership for U.S. federal and applicable state and local income tax purposes.
    Each of the Verano Subsidiaries is, and has been during the Compliance Period, properly classified, for federal and applicable state
    and local income tax purposes, as a disregarded entity separate from Verano or as a partnership.


 


	 	(ii)	Assuming the approval of
    the Verano Tax Election as filed: (i) all income Tax Returns and other Tax Returns required to be filed by Verano have been timely
    filed, including applicable extensions; (ii) such Tax Returns were true, complete and correct in all material respects; and (iii)
    all Taxes due and owing by Verano (whether or not shown on any Tax Return) have been timely paid. Verano is not currently the beneficiary
    of any extension of time within which to file any Tax Return.


 


	 	(iii)	Verano has withheld and
    paid each material Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent
    contractor, creditor, customer, equityholder or other party, and complied with all information reporting and backup withholding provisions
    of applicable Law.


 


	 	(iv)	Verano has received no
    claim in writing from any taxing authority in any jurisdiction where Verano does not file Tax Returns that it is, or may be, subject
    to Tax by that jurisdiction.


 


	 	(v)	No extensions or waivers
    of statutes of limitations have been given or requested with respect to any Taxes of Verano.


 



    	 



    	B-5



      


	 	(vi)	All deficiencies asserted,
    or assessments made, against Verano as a result of any examinations by any taxing authority have been fully paid.


 


	 	(vii)	(A) Verano is not a party
    to any Action by any taxing authority, and (B) Verano has received no written notice of any pending or threatened Actions by any
    taxing authority against Verano that have not been resolved.


 


	 	(viii)	There are no material Encumbrances
    for Taxes (other than for current Taxes not yet due and payable) upon the assets of Verano.


 


	 	(ix)	Verano is not a party to,
    or bound by, any Tax indemnity, Tax sharing, Tax allocation or similar agreement, and Verano does not owe any amount under any such
    agreement.


 


	 	(x)	No private letter rulings,
    technical advice memoranda or similar agreement or rulings have been requested, entered into or issued by any taxing authority with
    respect to Verano.


 


	 	(xi)	Other than the consolidated
    group of which Verano is the parent corporation formed upon the approval of the election filed with the U.S. Internal Revenue Service
    as described in (i), Verano has not been a member of an affiliated, combined, consolidated or unitary Tax group for Tax purposes.
    Other than Taxes of the Verano Subsidiaries pursuant to the formation of the consolidated group of which Verano is the parent corporation
    upon the approval of the election filed with the U.S. Internal Revenue Service as described in (i), Verano has no liability for Taxes
    of any Person (other than Verano) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local or
    non-U.S. Law), as transferee or successor, by contract or otherwise (other than Taxes of another Person payable by Verano pursuant
    to contracts entered into in the ordinary course of business).


 


	 	(xii)	Verano has timely and properly
    collected all material sales, use, value-added and similar Taxes required to be collected, and has remitted on a timely basis such
    amounts to the appropriate Governmental Entity. Verano has timely and properly requested, received and retained all necessary exemption
    certificates and other documentation supporting any claimed exemption or waiver of Taxes on sales or similar transaction as to which
    it would otherwise have been obligated to collect or withhold Taxes.


 


	 	(xiii)	Verano has not filed any
    amended Tax Return or other claim for a refund as a result of, or in connection with, the carry back of any net operating loss or
    other attribute to a year prior to the taxable year including the Effective Date under Section 172 of the Code, as amended by Section
    2303 of the CARES Act, or any corresponding or similar provision of state, local or non-U.S. Law.


 


	 	(xiv)	Verano has (i) complied
    in all material respects with applicable Law in order to defer the amount of the employer’s share of any “applicable
    employment taxes” under Section 2302 of the CARES Act, (ii) to the extent applicable, complied in all material respects with
    applicable Law and duly accounted for any available Tax credits under Sections 7001 through 7005 of the Families First Act, and (iii)
    has not received or claimed any Tax credits under Section 2301 of the CARES Act.


 



    	 



    	B-6



       


	 	(xv)	For purposes of this section
    (o) of Schedule “B”, Verano shall be deemed to include each Verano Subsidiary or predecessor of Verano, any Person which
    merged or was liquidated with and into Verano or any Verano Subsidiary or any Person from which Verano or any Verano Subsidiary or
    Affiliates incurs a liability for Taxes as a result of transferee or successor liability.


 


	 	(p)	Intellectual Property.
    Verano or a Verano Subsidiary, as applicable, owns or possesses sufficient legal rights to all Intellectual Property that is owned
    or used by Verano or such Verano Subsidiary in the conduct of the Verano Business as now conducted. To Verano’s knowledge,
    no product or service marketed or sold by Verano or any Verano Subsidiary violates any license or infringes any intellectual property
    rights of any other Person.


 


	 	(q)	Material Contracts.
    The Disclosure Letter lists each Contract that Verano or a Verano Subsidiary is a party to, that is material to Verano and would,
    to the extent Verano was a “reporting issuer” (as such term is defined pursuant to Canadian Securities Laws), be required
    to be filed on SEDAR (the “Verano Material Contracts”). To the knowledge of Verano, the Verano Material Contracts
    are enforceable by Verano or such Verano Subsidiary that is a party thereto, as applicable, in accordance with their respective terms,
    except in as may be set forth in the Disclosure Letter.


 


	 	(r)	Environmental Matters.
    Verano and each Verano Subsidiary has obtained, has complied in all material respects with during the Compliance Period, and is currently
    in compliance in all material respects with, all material Permits that are required for the occupation of its facilities and the
    ownership and operation of its business under applicable environmental Laws. No Action has been filed against Verano or any Verano
    Subsidiary during the Compliance Period, and no written notice has been received by Verano or any Verano Subsidiary during the Compliance
    Period, alleging any material failure to comply with, or any material liability under, any environmental Laws.


 


	 	(s)	Affiliate Transactions.
    Except as may be set forth in the Disclosure Letter, (i) there are no Contracts pursuant to which payments in excess of US$250,000
    are to be paid or received between Verano or any Verano Subsidiary, on the one hand, and any member of Verano, any of Verano’s
    directors or executive officers or to Verano’s knowledge, any of the foregoing Person’s controlled Affiliates, on the
    other hand (each, a “Verano Related Party Contract”), other than for payment of customary and ordinary course
    salaries and bonuses for services rendered and reimbursement of customary, ordinary course and reasonable out-of-pocket expenses
    incurred on behalf of Verano or any Verano Subsidiary, and (ii) each Verano Related Party Contract is on an arms’-length basis
    and can be terminated by Verano or any Verano Subsidiary without premium or penalty.


 


	 	(t)	Employee Matters; Employee
    Benefits. The Disclosure Letter sets forth each employee benefit plan maintained, established or sponsored by Verano or any Verano
    Subsidiary, or which Verano or any Verano Subsidiary participates in or contributes to, which is subject to ERISA and is material
    to Verano and its Subsidiaries taken as a whole.


 


The
representations and warranties of Verano contained in this Schedule “B” shall not survive the completion of the Arrangement
and shall expire and be terminated on the earlier of the Effective Time and the date on which the Agreement is terminated in accordance
with its terms.


 



    	 



    	 



     


SCHEDULE
“C”


REPRESENTATIONS
AND WARRANTIES OF PUBCO


 


Pubco
hereby represents and warrants to Verano, BC Newco, and Finco as follows, and acknowledges that such Parties are relying upon such representations
and warranties in connection with the entering into of the Agreement:


 


	 	(a)	Organization and Qualification.
    Pubco and Pubco Sub are duly incorporated, validly existing and in good standing under the ABCA and the BCBCA, respectively.
    Each Pubco Entity has full corporate power and authority to own, lease and operate its properties and to carry on its business as
    now conducted. Each Pubco Entity is duly licensed or qualified to do business and is in good standing in each jurisdiction in which
    the properties owned or leased by it, or the operation of its business and the nature of its activities as currently conducted, makes
    such licensing or qualification necessary.


 


	 	(b)	Authority;
Approval.


 


	 	(i)	Each Pubco Entity has all
    necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby,
    including the Business Combination. No further act or proceeding on the part of any Pubco Entity, any Pubco Entity Board or the respective
    shareholders of a Pubco Entity is necessary to authorize the execution, delivery and performance of this Agreement, except for the
    approval of the Pubco Meeting Matters by the Pubco Shareholders. This Agreement has been duly executed and delivered by each Pubco
    Entity, and, assuming due authorization, execution and delivery by the other parties thereto, constitutes a legal, valid and binding
    obligation of each Pubco Entity, enforceable in accordance with its terms and conditions (except as such enforceability may be limited
    by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general
    equitable principles.


 


	 	(ii)	Each Pubco Entity Board
    has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Business Combination,
    are in the best interests of the applicable Pubco Entity; and (ii) approved the execution and delivery of this Agreement and the
    performance by such Pubco Entity of its obligations under this Agreement, in each case in accordance with the ABCA (in the case of
    Pubco) and the BCBCA (in the case of Pubco Sub) and the Governing Documents of the applicable Pubco Entity. The Pubco Board has unanimously
    determined to recommend to the Pubco Shareholders that the Pubco Shareholders vote in favour of each of the Pubco Meeting Matters
    at the Pubco Meeting.


 


	 	(c)	No Conflicts. Neither
    the execution and the delivery by any Pubco Entity of this Agreement, nor the consummation of the transactions contemplated hereby,
    including the Business Combination, (i) violates or conflicts with any provisions of the Governing Documents of any Pubco Entity,
    (ii) violates, conflicts with or results in a violation of, or constitutes a default (whether after the giving of notice, lapse of
    time or both) under any provision of any Law or Governmental Order to which any Pubco Entity or any of its properties or assets are
    subject or (iii) violates, conflicts with or results in a breach of any provision of, constitutes a default (or an event which, with
    notice or lapse of time or both, would constitute a default) under, results in or create in any Person the right to, accelerate,
    terminate, modify or cancel, require any notice under, or result in the imposition or creation of a Encumbrance upon or with respect
    to any of the ownership interests or assets of any Pubco Entity, under any Contract.


 



    	 



    	C-2



     


	 	(d)	Consents. No consent,
    approval, Permit, Governmental Order or authorization of, or registration, declaration or filing with, any Governmental Entity or
    other Person is required to be obtained or made by or on behalf of any Pubco Entity in connection with the execution and delivery
    of this Agreement or the consummation of the transactions contemplated hereby, except for the approval of the CSE to the Business
    Combination, the Interim Order and the Final Order. As of the date hereof, no Pubco Entity has received any written or oral notice
    from any Governmental Entity indicating that such Governmental Entity would oppose or not promptly grant or issue its consent or
    approval, if requested, with respect to the transactions contemplated by this Agreement.


 


	 	(e)	Legal Proceedings.
    (i) There is no Action or series of related Actions pending against either Pubco Entity, or any of its directors or executive officers
    (in each case in their capacities as such), by or before a Governmental Entity; (ii) neither Pubco Entity is subject to or bound
    by any settlement or conciliation agreement that remains outstanding; and (iii) there are no Governmental Orders outstanding against
    a Pubco Entity, or against any director or executive officer of a Pubco Entity.


 


	 	(f)	Operations. The
    only business of Pubco is the carrying on of normal course financings to cover public company operating expenses with a view to negotiating
    and consummating a reverse takeover or other form of change of control transaction (the “Pubco Business”). Since
    August, 2018, Pubco has engaged in no business other than the Pubco Business. No Pubco Entity holds any Permits. Aside from cash,
    no Pubco Entity owns, has title to or any leasehold interest in, any property, whether directly or indirectly, tangible or intangible,
    real or personal, including Intellectual Property.


 


	 	(g)	Compliance with Laws
    & Public Company Matters.


 


	 	(i)	Each Pubco Entity has complied
    in all material respects during the Compliance Period, and is now complying in all material respects, with all Laws applicable to
    such Pubco Entity and with its Governing Documents.


 


	 	(ii)	Pubco became a “reporting
    issuer” (as that term is defined under applicable Securities Laws the province of Alberta) on October 21, 2015, and is a reporting
    issuer only in Alberta, and is not in default of the requirements of the applicable Securities Laws in Alberta.


 


	 	(iii)	There has not been any
    reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) with the present
    or former auditors of Pubco.


 


	 	(iv)	In respect of the Pubco
    Shares, there are not less than 30 public holders holding at least a board lot (as such terms are defined in CSE Policy 1 –
    Interpretation and General Provisions), assuming the Pubco Share Consolidation ratio is equal to 200 pre-consolidation Pubco Shares
    for every 1 post-consolidation Pubco Share.


 



    	 



    	C-3



      


	 	(v)	Pubco has filed all material
    documents and information required to be filed by it, whether pursuant to applicable Securities Laws (including, without limitation,
    all of its disclosure obligations pursuant to National Instrument 51 102 - Continuous Disclosure Obligations) or otherwise,
    with the applicable securities commissions(the “Disclosure Documents”), except where non-compliance has not had,
    and would not reasonably be expected to have, a Pubco Material Adverse Effect, and Pubco has not made any confidential filings with
    any securities regulatory authorities that as at the date hereof are not publicly available. As of the time the Disclosure Documents
    were filed with the applicable securities regulatory authorities and on SEDAR (or, if amended or superseded by a filing prior to
    the date hereof, then on the date of such filing): (i) each of the Disclosure Documents complied in all material respects with the
    requirements of the applicable Securities Laws in the jurisdictions they were filed; and (ii) none of the Disclosure Documents contained
    any untrue statement of a material fact regarding Pubco or omitted to state a material fact regarding Pubco required to be stated
    therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
    There is no “material fact” or “material change” (as those terms are defined in under applicable Securities
    Laws) in the affairs of Pubco that has not been generally disclosed to the public.


 


	 	(vi)	Since August 17, 2018,
    no securities of Pubco have been listed or posted for trading on any stock exchange or quotation system.


 


	 	(vii)	Pubco is a “foreign
    private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act. Pubco is not registered as an
    “investment company” pursuant to the United States Investment Act of 1940, as amended. None of Pubco or any of
    its predecessors or subsidiaries has had the registration of a class of securities under the U.S. Exchange Act revoked by
    the U.S. Securities and Exchange Commission pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations
    promulgated under the U.S. Securities Act.


  


	 	(h)	Financial Statements.


 


	 	(i)	The audited financial statements
    of Pubco for the years ended December 31, 2019 and December 31, 2018 and the unaudited interim financial statements of Pubco for
    the period ended September 30, 2020 (together, the “Pubco Financial Statements”) have been prepared in accordance
    with IFRS applied on a consistent basis throughout the periods involved, subject to, in the case of the interim Pubco Financial Statements,
    normal and recurring year-end adjustments (in each case the effect of which will not be materially adverse) and the absence of notes
    that, if presented, would not differ materially from those presented in the audited Pubco Financial Statements. Each of the Pubco
    Financial Statements (including in all cases the notes thereto, if any) has been prepared from, and is consistent with, the books
    and records of Pubco and accurately presents in all material respects the financial condition and results of operations of Pubco
    as of the times and for the periods referred to therein.


 


	 	(i)   	Capitalization.


   


	 	(i)	The authorized share capital
    of Pubco consists of an unlimited number of Pubco Shares, of which 16,030,051 Pubco Shares are issued and outstanding, an unlimited
    number of preferred non-voting shares, of which none are issued and outstanding, and no other shares.


 



    	 



    	C-4



      


	 	(ii)	The Pubco Shares were issued
    in compliance with applicable Laws and were not issued in violation of Pubco’s Governing Documents or any other agreement,
    arrangement or commitment to which Pubco is a party.


 


	 	(iii)	The authorized share capital
    of Pubco Sub consists of an unlimited number of Pubco Sub Shares, of which 100 Pubco Sub Shares are issued and outstanding and no
    other shares.


 


	 	(iv)	All issued and outstanding
    shares in the capital of Pubco Sub are held beneficially and of record by Pubco, free and clear of all Encumbrances. The shares of
    Pubco Sub were issued in compliance with applicable Laws and were not issued in violation of Pubco Sub’s Governing Documents
    or any other agreement, arrangement or commitment to which Pubco Sub is a party.


 


	 	(v)	No Pubco Entity has any
    outstanding Derivative Securities other than the following securities of Pubco:


 


	 	(A)	1,000,000 Pubco Options
    exercisable into 1,000,000 Pubco Shares at an exercise price of $0.05 per share expiring November 12, 2021;


 


	 	(B)	1,953,125 Pubco Warrants
    exercisable into 1,953,125 Pubco Shares at an exercise price of $0.10 per share expiring May 12, 2022; and


 


	 	(C)	the Pubco Convertible Debenture,
    being a secured, convertible debenture of Pubco dated July 31, 2019 issued to and held by WFE Investments Corp. and bearing interest
    at a rate of 10% per annum. The Pubco Convertible Debenture has a principal amount outstanding of $85,000 plus accrued interest and
    is convertible into Pubco Units at a conversion price of $0.05 per unit. Each Pubco Unit is comprised of one Pubco Share and one
    Pubco Convertible Warrant. Each Pubco Convertible Warrant entitles the holder thereof to acquire one Pubco Share at a price of $0.06
    per share at any time up to two years from the date of issue of such Pubco Convertible Warrant.


 


	 	(vi)	All Derivative Securities
    were issued in compliance with applicable Laws and were not issued in violation of Pubco’s Governing Documents or any other
    agreement, arrangement or commitment to which Pubco is a party.
	 	 	 
	 	(vii)	No Pubco Entity has any
    stock appreciation, phantom stock, profit participation or similar rights outstanding, authorized, or in effect. There are no voting
    trusts, shareholder agreements, proxies or other agreements, understandings or obligations in effect with respect to the voting,
    transfer or sale (including any rights of first refusal, rights of first offer or drag-along rights), issuance (including any pre-emptive
    or anti-dilution rights), redemption or repurchase (including any put or call or buy-sell rights), or registration (including any
    related lock-up or market standoff agreements) of any Pubco Shares or other securities of any Pubco Entity.


  


	 	(j)	Subsidiaries. Other than Pubco Sub (which is
    a wholly-owned subsidiary of Pubco), no Pubco Entity has any Subsidiary or any indirect interest in any Person.


 


	 	(k)	Brokers. No Person
    has, or will have, any liability to pay any fees, commissions or other compensation to any broker, finder, investment banker, financial
    advisor, agent or other similar Person with respect to the transactions contemplated by this Agreement on the basis of any act or
    statement made by or on behalf of any Pubco Entity.


 



    	 



    	C-5



     


	 	(l)	Absence of Changes.
    Absence of Changes. Since September 30, 2020, there has been no Pubco Material Adverse Effect, and neither Pubco Entity has authorized
    or entered into any Contract or authorized, taken or agreed to take (or fail to take) any action that would result in a Pubco Material
    Adverse Effect.


 


	 	(m)	Absence of Undisclosed
    Liabilities; Indebtedness. Except as set forth in the Pubco Financial Statements, the Pubco Entities on a consolidated basis
    have no material liability of a type required to be reflected on a balance sheet prepared in accordance with IFRS, except for those
    liabilities (i) set forth on the latest balance sheet included in the Pubco Financial Statements, (ii) which have arisen since the
    date of such balance sheet in the ordinary course of business, or (iii) which have been incurred in connection with the transactions
    contemplated hereby. No Pubco Entity has any indebtedness, other than indebtedness incurred under this Agreement and under the Pubco
    Convertible Debenture. Pubco has no secured interests in favour of any Person other than pursuant to the Pubco Terminating Agreements.


 


	 	(n)	Taxes.


 


	 	(i)	Pubco Sub has not had any
    Tax Returns required to be made or prepared by it, has not filed any Tax Return with any Governmental Entity and has not had any
    liability to pay any Tax.


 


	 	(ii)	All Tax Returns required
    to be filed by Pubco have been timely filed. Such Tax Returns were true, complete and correct in all material respects. All Taxes
    due and owing by Pubco (whether or not shown on any Tax Return) have been timely paid. Pubco is not currently the beneficiary of
    any extension of time within which to file any Tax Return.


 


	 	(iii)	Pubco has withheld and
    paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor,
    creditor, customer, equity holder or other party of Pubco, and complied with all information reporting and backup withholding provisions
    of applicable Law.


 


	 	(iv)	Pubco has received no claim
    in writing from any taxing authority in any jurisdiction where Pubco does not file Tax Returns that it is, or may be, subject to
    Tax by that jurisdiction.


 


	 	(v)	No extensions or waivers
    of statutes of limitations have been given or requested with respect to any Taxes of Pubco.


 


	 	(vi)	All deficiencies asserted,
    or assessments made, against Pubco as a result of any examinations by any taxing authority have been fully paid.


 


	 	(vii)	Pubco is not a party to
    any Action by any taxing authority. Pubco has received no written notice of any pending or threatened Actions by any taxing authority
    against Pubco.


 


	 	(viii)	There are no material Encumbrances
    for Taxes (other than for current Taxes not yet due and payable) upon the assets of Pubco.


 



    	 



    	C-6



      


	 	(ix)	No advance tax rulings
    or technical interpretations related to Tax have been requested, entered into or issued by any taxing authority with respect to Pubco.


 


	 	(x)	Pubco has no liability
    for Taxes of any Person (other than Pubco) as transferee or successor, by contract or otherwise.


 


	 	(xi)	Pubco will not be required
    to include any item of income in, or exclude any item or deduction from, taxable income for taxable period or portion thereof ending
    after the Effective Time as a result of any transaction, agreement, event or activity which is outside the ordinary course of business.


 


	 	(xii)	Pubco has timely and properly
    collected all material sales, use, value-added and similar Taxes required to be collected, and has remitted on a timely basis such
    amounts to the appropriate Governmental Entity. Pubco has timely and properly requested, received and retained all necessary exemption
    certificates and other documentation supporting any claimed exemption or waiver of Taxes on sales or similar transaction as to which
    it would otherwise have been obligated to collect or withhold Taxes.


 


	 	(o)	Material Contracts.




 


	 	(i)	Pubco Sub is not a party to any Contract other than
    this Agreement.


 


	 	(ii)	Pubco is not a party to
    a Contract, other than this Agreement and the Pubco Agreements (collectively, the “Pubco Contracts”).


 


	 	(iii)	Each Pubco Contract that
    is material to Pubco (the “Pubco Material Contracts”) is valid and binding on Pubco in accordance with its terms
    and is in full force and effect. Neither Pubco nor, to Pubco’s knowledge, any other party thereto is in breach of or default
    under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate,
    any Pubco Material Contract. No event has occurred during the Compliance Period or, to Pubco’s knowledge, is threatened, which,
    after the giving of notice, with lapse of time, or otherwise, would constitute any such breach or default by Pubco or any other party
    under such Pubco Material Contract. Complete and correct copies of the Pubco Material Contracts (including all modifications, amendments,
    and supplements thereto and waivers thereunder) are filed on SEDAR.


 


	 	(p)	Environmental Matters.
    No Action has been filed against Pubco during the Compliance Period, and no written notice has been received by Pubco during the
    Compliance Period, alleging any material failure to comply with, or any material liability under, any environmental Laws.


 


	 	(q)	Affiliate Transactions.
    Except as disclosed in the Pubco Financial Statements most recently filed on SEDAR, (i) there are no Contracts between Pubco, on
    the one hand, and any shareholder of Pubco or any Affiliate of a shareholder of Pubco, or any Pubco directors or officers (each,
    “Pubco Related Party Transaction”), and (ii) each Pubco Related Party Transaction is on an arms’-length
    basis and can be terminated by Pubco without premium or penalty.


 


	 	(r)	Books and Records.
    The minute books and records of each Pubco Entity, all of which are in the possession of Pubco, are complete and correct in all material
    respects and have been made available to Verano.


 


	 	(s)	Employees. No Pubco Entity has any employees.


 


	 	(t)	Fairness Opinion.
    The Pubco Board has received a final, executed version of the Pubco Fairness Opinion.


 


The
representations and warranties of Pubco contained in this Schedule “C” shall not survive the completion of the Arrangement
and shall expire and be terminated on the earlier of the Effective Time and the date on which the Agreement is terminated in accordance
with its terms.


 



    	 



    	 



      


SCHEDULE
“D”


REPRESENTATIONS
AND WARRANTIES OF BC NEWCO


 


BC
Newco hereby represents and warrants to Pubco, Verano, and Finco as follows, and acknowledges that such Parties are relying upon such
representations and warranties in connection with the entering into of the Agreement:


 


	 	(a)	Organization and Qualification.
    BC Newco is duly incorporated, validly existing and in good standing under the BCBCA. BC Newco has full corporate power and authority
    to own, lease and operate its properties and to carry on its business as now conducted. BC Newco is duly licensed or qualified to
    do business and is in good standing in each jurisdiction in which the properties owned or leased by it, or the operation of its business
    and the nature of its activities as currently conducted, makes such licensing or qualification necessary.


 


	 	(b) 	Authority;
Approval.


 


	 	(i)	BC Newco has all necessary
    corporate power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby, including
    the Business Combination. No further act or proceeding on the part of BC Newco, its board of directors or its shareholders is necessary
    to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by BC
    Newco, and, assuming due authorization, execution and delivery by the other parties thereto, constitutes legal, valid and binding
    obligations of BC Newco, enforceable in accordance with its terms and conditions (except as such enforceability may be limited by
    bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equitable
    principles).


 


	 	(ii)	The board of directors
    of BC Newco has (i) determined that this Agreement and the transactions contemplated hereby, including the Business Combination,
    are in the best interests of BC Newco and its shareholders; and (ii) approved the execution and delivery of this Agreement, and the
    performance by BC Newco of its obligations hereunder, in each case in accordance with the BCBCA and the Governing Documents of BC
    Newco.


 


	 	(c)	No Conflicts. Neither
    the execution nor the delivery by BC Newco of this Agreement, nor the consummation of the transactions contemplated hereby, including
    the Business Combination, (i) violate or conflict with any provisions of the Governing Documents of BC Newco, or (ii) violate, conflict
    with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under any provision
    of any Law or Governmental Order to which BC Newco or any of its properties or assets are subject.


 


	 	(d)	Consents. Other
    than the Interim Order and the Final Order, no consent, approval, Permit, Governmental Order or authorization of, or registration,
    declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or on behalf of BC Newco
    in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.


 



    	 



    	D-2



      


	 	(e)	Legal Proceedings.
    (i) There is no Action or series of related Actions pending against BC Newco, or any of its directors or executive officers (in each
    case in their capacities as such),by or before a Governmental Entity; (ii) BC Newco is not subject to or bound by any settlement
    or conciliation agreement that remains outstanding; and (iii) there are no Governmental Orders outstanding BC Newco, or against any
    director or executive officer of BC Newco.


 


	 	(f)	Business. BC Newco
    does not engage in any business in any jurisdiction. BC Newco is not a party to any Contract other than the Agreement and its registered
    and records office agreement dated November 25, 2020. BC Newco does not and has never had any operations or provided any services.


 


	 	(g)	Compliance with Laws.
    BC Newco has complied in all material respects and is now complying in all material respects, with all Laws applicable to BC Newco
    and with its Governing Documents.


 


	 	(h) 	Financial Statements. BC Newco does not have
    any financial statements.
	 	 	 
	 	(i)	Capitalization.



 


	 	(i)	The authorized share capital
    of BC Newco consists of an unlimited number of BC Newco Common Shares. As at the date of this Agreement there are 100 BC Newco Common
    Shares validly issued and outstanding as fully-paid and non-assessable common shares of BC Newco and such BC Newco Common Shares
    were issued in compliance with applicable Laws and were not issued in violation of BC Newco’s Governing Documents.


 


	 	(ii)	BC Newco has no outstanding
    Derivative Securities. BC Newco does not have outstanding, authorized, or in effect any stock appreciation, phantom stock, profit
    participation or similar rights. There are no options, warrants, conversion privileges, voting trusts, shareholder agreements, proxies
    or other agreements, understandings or obligations in effect with respect to the voting, transfer or sale (including any rights of
    first refusal, rights of first offer or drag-along rights), issuance (including any pre-emptive or anti-dilution rights), redemption
    or repurchase (including any put or call or buy-sell rights), or registration (including any related lock-up or market standoff agreements)
    of any ownership interests or other securities of BC Newco.


 


	 	(j)	Subsidiaries. BC
    Newco does not have Subsidiaries or any direct or indirect interests in any Person.


 


	 	(k)	Brokers. No Person
    has, or will have, any liability to pay any fees, commissions or other compensation to any broker, finder, investment banker, financial
    advisor, agent or other similar Person with respect to the transactions contemplated by this Agreement on the basis of any act or
    statement made by or on behalf of BC Newco.


 


	 	(l)	Absence of Undisclosed
    Liabilities and Indebtedness. BC Newco has no liabilities or indebtedness.


 


	 	(m)	Property. Aside
    from cash, BC Newco does not own any property, whether directly or indirectly, tangible or intangible, real or personal, including
    Intellectual Property.


 


	 	(n)	Taxes. BC Newco
    has not had any Tax Returns required to be made or prepared by it in accordance with applicable Law, or filed with the appropriate
    Governmental Entity and has not had any liability to pay any Taxes.


 


	 	(o)	Insurance. BC Newco does not have any policies
    of insurance.


 


	 	(p)	Employee Matters, BC Newco has no employees.


 


	 	(q)	Books and Records.
    The minute books and records of BC Newco, all of which are in the possession of BC Newco, are complete and correct in all material
    respects and have been made available to Pubco and Verano.


 


The
representations and warranties of BC Newco contained in this Schedule “D” shall not survive the completion of the Arrangement
and shall expire and be terminated on the earlier of the Effective Time and the date on which the Agreement is terminated in accordance
with its terms.


 



    	 



    	 



     


SCHEDULE
“E”


REPRESENTATIONS
AND WARRANTIES OF FINCO


 


Finco
hereby represents and warrants to Pubco, Verano and BC Newco as follows, and acknowledges that such Parties are relying upon such representations
and warranties in connection with the entering into of the Agreement:


 


	 	(a)	Organization and Qualification.
    Finco is duly incorporated, validly existing and in good standing under the BCBCA. Finco has full corporate power and authority
    to own, lease and operate its properties and to carry on its business as now conducted. Finco is duly licensed or qualified to do
    business and is in good standing in each jurisdiction in which the properties owned or leased by it, or the operation of its business
    and the nature of its activities as currently conducted, makes such licensing or qualification necessary.


 


	 	(b)	Authority; Approval.




 


	 	(i)	Finco has all necessary
    corporate power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby, including
    the Business Combination. No further act or proceeding on the part of Finco, its board of directors or its shareholders is necessary
    to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by Finco,
    and, assuming due authorization, execution and delivery by the other parties thereto, constitutes legal, valid and binding obligations
    of Finco, enforceable in accordance with its terms and conditions (except as such enforceability may be limited by bankruptcy, insolvency,
    reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equitable principles).


 


	 	(ii)	The board of directors
    of Finco has (i) determined that this Agreement and the transactions contemplated hereby, including the Business Combination, are
    in the best interests of Finco and its shareholders; and (ii) approved the execution and delivery of this Agreement, and the performance
    by Finco of its obligations hereunder, in each case in accordance with the BCBCA and the Governing Documents of Finco.


 


	 	(c)	No Conflicts. Neither
    the execution nor the delivery by Finco of this Agreement, nor the consummation of the transactions contemplated hereby, including
    the Business Combination, (i) violate or conflict with any provisions of the Governing Documents of Finco, (ii violate, conflict
    with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under any provision
    of any Law or Governmental Order to which Finco or any of its properties or assets are subject, or (iii) violate, conflict with or
    result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute
    a default) under, result in or create in any Person the right to, accelerate, terminate, modify or cancel, require any notice under,
    or result in the imposition or creation of a Encumbrance upon or with respect to any of the ownership interests or assets of Finco,
    under any Contract.


 


	 	(d)	Consents. Other
    than the Interim Order and the Final Order, no consent, approval, Permit, Governmental Order or authorization of, or registration,
    declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or on behalf of Finco in
    connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.


 



    	 



    	E-2



     


	 	(e)	Legal Proceedings.
    (i) There is no Action or series of related Actions pending against Finco, or any of its directors or executive officers (in each
    case in their capacities as such), by or before a Governmental Entity; (ii) Finco is not subject to or bound by any settlement or
    conciliation agreement that remains outstanding; and (iii) there are no Governmental Orders outstanding Finco, or against any director
    or executive officer of Finco.


 


	 	(f)	Business. Finco
    does not engage in any business in any jurisdiction, other than in connection with the Private Placement. Finco is not a party to
    any Contract other than the Agreement and its registered and records office agreement dated December 1, 2020. Finco does not and
    has never had any operations or provided any services other than in connection with the Private Placement.


 


	 	(g)	Compliance with Laws.
    Finco has complied in all material respects and is now complying in all material respects, with all Laws applicable to Finco and
    with its Governing Documents.


 


	 	(h)	Financial Statements. Finco does not have any financial
statements.




 


	 	(i)	Capitalization.




 


	 	(i)	The authorized share capital
    of Finco consists of an unlimited number of Finco Common Shares. As at the date of this Agreement there are 100 Finco Common Shares
    validly issued and outstanding as a fully-paid and non-assessable common shares in the capital of Finco and such Finco Common Shares
    were issued in compliance with applicable Laws and were not issued in violation of Finco’s Governing Documents.


 


	 	(ii)	Finco has no outstanding
    Derivative Securities. Finco does not have outstanding, authorized, or in effect any stock appreciation, phantom stock, profit participation
    or similar rights. Other than in connection with the Private Placement, there are no options, warrants, conversion privileges, voting
    trusts, shareholder agreements, proxies or other agreements, understandings or obligations in effect with respect to the voting,
    transfer or sale (including any rights of first refusal, rights of first offer or drag-along rights), issuance (including any pre-emptive
    or anti-dilution rights), redemption or repurchase (including any put or call or buy-sell rights), or registration (including any
    related lock-up or market standoff agreements) of any ownership interests or other securities of Finco.


 


	 	(j)	Subsidiaries. 
    Finco does not have Subsidiaries or any direct or indirect interests in any Person.


 


	 	(k)	Brokers. No Person
    has, or will have, any liability to pay any fees, commissions or other compensation to any broker, finder, investment banker, financial
    advisor, agent or other similar Person with respect to the transactions contemplated by this Agreement on the basis of any act or
    statement made by or on behalf of Finco.


 


	 	(l)	Absence of Undisclosed
    Liabilities and Indebtedness. Finco has no liabilities or indebtedness.


 


	 	(m)	Property. Aside
    from cash, Finco does not own any property, whether directly or indirectly, tangible or intangible, real or personal, including Intellectual
    Property.


 


	 	(n)	Taxes. Finco has
    not had any Tax Returns required to be made or prepared by it in accordance with applicable Law, or filed with the appropriate Governmental
    Entity and has not had any liability to pay any Taxes.


 


	 	(o)	Insurance. Finco
    does not have any policies of insurance.


 


	 	(p)	Employee Matters. Finco
    has no employees.


 


	 	(q)	Books and Records.
    The minute books and records of Finco, all of which are in the possession of Finco, are complete and correct in all material respects
    and have been made available to Pubco and Verano.


 


The
representations and warranties of Finco contained in this Schedule “E” shall not survive the completion of the Arrangement
and shall expire and be terminated on the earlier of the Effective Time and the date on which the Agreement is terminated in accordance
with its terms.


 



    	 



    	 



     


SCHEDULE
“F”

SPECIAL RIGHTS AND RESTRICTIONS FOR

RESULTING ISSUER SUBORDINATE VOTING SHARES AND RESULTING ISSUER

PROPORTIONATE VOTING SHARES


 


SHARE
TERMS AND CONDITIONS

VERANO HOLDINGS CORP.

(THE “COMPANY”)


 


PART
26


 SPECIAL
RIGHTS AND RESTRICTIONS ATTACHED TO


 SUBORDINATE
VOTING SHARES


 


	26.1	Voting




 


The
holders of Class A subordinate voting shares (“Subordinate Voting Shares”) shall be entitled to receive notice of
and to attend and vote at all meetings of shareholders of the Company except a meeting at which only the holders of another class or
series of shares are entitled to vote. Each Subordinate Voting Share shall entitle the holder thereof to one vote at each such meeting.


 


	26.2	Alteration to Rights of Subordinate Voting Shares




 


So
long as any Subordinate Voting Shares remain outstanding, the Company will not, without the consent of the holders of Subordinate Voting
Shares expressed by separate special resolution, alter or amend these Articles if the result of such alteration or amendment would:


 


	 	(a)	prejudice or interfere with any right or special right
    attached to the Subordinate Voting Shares; or


 


	 	(b)	affect the rights or special
    rights of the holders of Subordinate Voting Shares or Proportionate Voting Shares on a per share basis as provided for herein.


 


	26.3	Dividends




 


	 	(a)	The holders of Subordinate
    Voting Shares shall be entitled to receive such dividends payable in cash or property of the Company as may be declared thereon by
    the directors from time to time. The directors may not declare a dividend payable in cash or property on the Subordinate Voting Shares
    unless the directors simultaneously declare a dividend payable in cash or property on the Proportionate Voting Shares, in an amount
    per Proportionate Voting Share equal to the amount of the dividend declared per Subordinate Voting Share, multiplied by 100.


 


	 	(b)	The directors may declare
    a stock dividend payable in Subordinate Voting Shares on the Subordinate Voting Shares, but only if the directors simultaneously
    declare a stock dividend payable in:


 


	 	(i)	Proportionate Voting Shares
    on the Proportionate Voting Shares, in a number of shares per Proportionate Voting Share equal to the number of Subordinate Voting
    Shares declared as a dividend per Subordinate Voting Share; or


 


	 	(ii)	Subordinate Voting Shares
    on the Proportionate Voting Shares, in a number of shares per Proportionate Voting Share (or a fraction thereof) equal to number
    of Subordinate Voting Shares declared as a dividend per Subordinate Voting Share, multiplied by 100.


 


	 	(c)	The directors may declare
    a stock dividend payable in Proportionate Voting Shares on the Subordinate Voting Shares, but only if the directors simultaneously
    declare a stock dividend payable in Proportionate Voting Shares on the Proportionate Voting Shares, in a number of shares per Proportionate
    Voting Share equal to the number of Proportionate Voting Shares declared as a dividend per Subordinate Voting Share, multiplied by
    100.


 	 	(d)	Holders of fractional Subordinate
    Voting Shares shall be entitled to receive any dividend declared on the Subordinate Voting Shares in an amount equal to the dividend
    per Subordinate Voting Share multiplied by the fraction thereof held by such holder.




 



    	 



    	F-2



      


	26.4	Liquidation Rights




 


In
the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other
distribution of assets of the Company to its shareholders for the purposes of winding up its affairs, the holders of the Subordinate
Voting Shares shall be entitled to participate pari passu with the holders of Proportionate Voting Shares, with the amount of such distribution
per Subordinate Voting Share equal to the amount of such distribution per Proportionate Voting Share divided by 100; and each fraction
of a Subordinate Voting Share will be entitled to the amount calculated by multiplying such fraction by the amount payable per whole
Subordinate Voting Share.


 


	26.5	Subdivision or Consolidation




 


The
Subordinate Voting Shares shall not be consolidated or subdivided unless the Proportionate Voting Shares are simultaneously consolidated
or subdivided utilizing the same divisor or multiplier.


 


	26.6	Conversion of the Shares Upon An Offer




 


	 	(a)	In the event that an offer is made to purchase Proportionate
Voting Shares, and such offer is:




 


	 	(i)	required, pursuant to applicable
    securities legislation or the rules of any stock exchange on which: (i) the Proportionate Voting Shares; or (ii) the Subordinate
    Voting Shares which may be obtained upon conversion of the Proportionate Voting Shares; may then be listed, to be made to all or
    substantially all of the holders of Proportionate Voting Shares in a province or territory of Canada to which the requirement applies
    (such offer to purchase, an “Offer”); and


 


	 	(ii)	not made to the holders
    of Subordinate Voting Shares for consideration per Subordinate Voting Share equal to or greater than 1/100th (0.01) of
    the consideration offered per Proportionate Voting Share;


 


each
Subordinate Voting Share shall become convertible at the option of the holder into Proportionate Voting Shares on the basis of one hundred
(100) Subordinate Voting Shares for one (1) Proportionate Voting Share, at any time while the Offer is in effect until one day after
the time prescribed by applicable securities legislation or stock exchange rules for the offeror to take up and pay for such shares as
are to be acquired pursuant to the Offer (the “Subordinate Voting Share Conversion Right”). For avoidance of doubt,
fractions of Proportionate Voting Shares may be issued in respect of any amount of Subordinate Voting Shares in respect of which the
Subordinate Voting Share Conversion Right is exercised which is less than 100.


 


	 	(b)	The Subordinate Voting
    Share Conversion Right may only be exercised for the purpose of depositing the Proportionate Voting Shares acquired upon conversion
    under such Offer, and for no other reason. If the Subordinate Voting Share Conversion Right is exercised, the Company shall procure
    that the transfer agent for the Subordinate Voting Shares shall deposit under such Offer the Proportionate Voting Shares acquired
    upon conversion, on behalf of the holder.


 


	 	(c)	To exercise the Subordinate
    Voting Share Conversion Right, a holder of Subordinate Voting Shares or its, his or her attorney, duly authorized in writing, shall:


 



    	 



    	F-3



      


	 	(i)	give written notice of
    exercise of the Subordinate Voting Share Conversion Right to the transfer agent for the Subordinate Voting Shares, and of the number
    of Subordinate Voting Shares in respect of which the Subordinate Voting Share Conversion Right is being exercised;


 


	 	(ii)	deliver to the transfer
    agent for the Subordinate Voting Shares any share certificate(s) or direct registration statement(s) representing the Subordinate
    Voting Shares in respect of which the Subordinate Voting Share Conversion Right is being exercised; and


 


	 	(iii)	pay any applicable stamp
    tax or similar duty on or in respect of such conversion.


 


	 	(d)	No certificates or direct
    registration statements representing Proportionate Voting Shares acquired upon exercise of the Subordinate Voting Share Conversion
    Right will be delivered to the holders of Subordinate Voting Shares. If Proportionate Voting Shares issued upon such conversion and
    deposited under such Offer are withdrawn by such holder, or such Offer is abandoned, withdrawn or terminated by the offeror, or such
    Offer expires without the offeror taking up and paying for such Proportionate Voting Shares, such Proportionate Voting Shares and
    any fractions thereof issued shall automatically, without further action on the part of the holder thereof, be reconverted into Subordinate
    Voting Shares on the basis of one (1) Proportionate Voting Share for one hundred (100) Subordinate Voting Shares, and the Company
    will procure that the transfer agent for the Subordinate Voting Shares shall send to such holder a direct registration statement(s)
    or certificate(s) representing the Subordinate Voting Shares acquired upon such reconversion. If the offeror under such Offer takes
    up and pays for the Proportionate Voting Shares acquired upon exercise of the Subordinate Voting Share Conversion Right, the Company
    shall procure that the transfer agent for the Subordinate Voting Shares shall deliver to the holders of such Proportionate Voting
    Shares the consideration paid for such Proportionate Voting Shares by such Offeror.


 


	26.7	Voluntary Conversion of Subordinate Voting Shares




 


Subject
to approval by the board of directors of the Company, each Subordinate Voting Share may be converted at the option of the holder into
such number of Proportionate Voting Shares as is determined by dividing the number of Subordinate Voting Shares being converted by one
hundred (100), provided the directors have approved such conversion.


 


Before
any holder of Subordinate Voting Shares shall convert Subordinate Voting Shares into Proportionate Voting Shares in accordance with this
Article 26.7, the holder shall surrender the certificate(s) or direct registration statement(s), if any, representing the Subordinate
Voting Shares to be converted at the head office of the Company, or the office of any transfer agent for the Subordinate Voting Shares,
and shall give written notice to the Company at its head office of his or her election to convert such Subordinate Voting Shares and
shall state therein the name or names in which the certificate(s) or direct registration statement(s) representing the Proportionate
Voting Shares are to be issued (a “Subordinate Voting Shares Conversion Notice”). Provided that such conversion has
been approved by the directors, the Company shall (or shall cause its transfer agent to) as soon as practicable thereafter, issue to
such holder or his or her nominee, a certificate or certificates or direct registration statement(s) representing the number of Proportionate
Voting Shares to which such holder is entitled upon conversion. Provided that such conversion has been approved by the directors, such
conversion shall be deemed to have taken place immediately prior to the close of business on the day on which the certificate(s) or direct
registration statement(s) representing the Subordinate Voting Shares to be converted is surrendered and the Subordinate Voting Shares
Conversion Notice is delivered, and the person or persons entitled to receive the Proportionate Voting Shares issuable upon such conversion
shall be treated for all purposes as the holder or holders of record of such Proportionate Voting Shares as of such date.


 



    	 



    	F-4



      


PART
27


SPECIAL
RIGHTS AND RESTRICTIONS ATTACHED


TO
PROPORTIONATE VOTING SHARES


 


	27.1	Voting




 


The
holders of Class B proportionate voting shares (“Proportionate Voting Shares”) shall be entitled to receive notice
of and to attend and vote at all meetings of shareholders of the Company except a meeting at which only the holders of another class
or series of shares is entitled to vote. Subject to Article 27.2, each Proportionate Voting Share shall entitle the holder to 100 votes
and each fraction of a Proportionate Voting Share shall entitle the holder to the number of votes calculated by multiplying the fraction
by 100 and rounding the product down to the nearest whole number, at each such meeting.


 


	27.2	Alteration to Rights of Proportionate Voting Shares




 


	 	(a)	So long as any Proportionate
    Voting Shares remain outstanding, the Company will not, without the consent of the holders of Proportionate Voting Shares expressed
    by separate special resolution alter or amend these Articles if the result of such alteration or amendment would:


 


	 	(i)	prejudice or interfere
    with any right or special right attached to the Proportionate Voting Shares; or


 


	 	(ii)	affect the rights or special
    rights of the holders of Subordinate Voting Shares or Proportionate Voting Shares on a per share basis as provided for herein.


 


	 	(b)	At any meeting of holders
    of Proportionate Voting Shares called to consider such a separate special resolution, each whole Proportionate Voting Share shall
    entitle the holder to one (1) vote.


 


	27.3	Dividends




 


	 	(a)	The holders of Proportionate
    Voting Shares shall be entitled to receive such dividends payable in cash or property of the Company as may be declared by the directors
    from time to time. The directors may not declare a dividend payable in cash or property on the Proportionate Voting Shares unless
    the directors simultaneously declare a dividend payable in cash or property on the Subordinate Voting Shares, in an amount equal
    to the amount of the dividend declared per Proportionate Voting Share divided by 100.


 


	 	(b)	The directors may declare
    a stock dividend payable in Proportionate Voting Shares on the Proportionate Voting Shares, but only if the directors simultaneously
    declare a stock dividend payable in:


 


	 	(i)	Proportionate Voting Shares
    on the Subordinate Voting Shares, in a number of shares per Subordinate Voting Share equal to the number of Proportionate Voting
    Shares declared as a dividend per Proportionate Voting Share, divided by 100; or


 


	 	(ii)	Subordinate Voting Shares
    on the Subordinate Voting Shares, in a number of shares per Subordinate Voting Share equal to the number of Proportionate Voting
    Shares declared as a dividend per Proportionate Voting Share.


 


	 	(c)	The directors may declare
    a stock dividend payable in Subordinate Voting Shares on the Proportionate Voting Shares, but only if the directors simultaneously
    declare a stock dividend payable in Subordinate Voting Shares on the Subordinate Voting Shares, in a number of shares per Subordinate
    Voting Share equal to the number of Subordinate Voting Shares declared as a dividend per Proportionate Voting Share, divided by 100.


 





	 	(d)	Holders of fractional Proportionate
    Voting Shares shall be entitled to receive any dividend declared on the Proportionate Voting Shares, in an amount equal to the dividend
    per Proportionate Voting Share multiplied by the fraction thereof held by such holder.


 




    	 



    	F-5



      


	27.4	Liquidation Rights




 


In
the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other
distribution of assets of the Company to its shareholders for the purpose of winding up its affairs, the holders of the Proportionate
Voting Shares shall be entitled to participate pari passu with the holders of Subordinate Voting Shares, with the amount of such distribution
per Proportionate Voting Share equal to the amount of such distribution per Subordinate Voting Share multiplied by 100; and each fraction
of a Proportionate Voting Share will be entitled to the amount calculated by multiplying the fraction by the amount payable per whole
Proportionate Voting Share.


 


	27.5	Subdivision or Consolidation




 


The
Proportionate Voting Shares shall not be consolidated or subdivided unless the Subordinate Voting Shares are simultaneously consolidated
or subdivided utilizing the same divisor or multiplier.


 


	27.6	Voluntary Conversion




 


Subject
the Conversion Limitation set forth in this Article 27.6, holders of Proportionate Voting Shares shall have the following rights of conversion
(the “Share Conversion Right”):


 


	 	(a)	Right to Convert Proportionate
    Voting Shares. Subject to the limitations set out in this Article 27.6, each Proportionate Voting Share shall be convertible
    at the option of the holder into such number of Subordinate Voting Shares as is determined by multiplying the number of Proportionate
    Voting Shares in respect of which the Share Conversion Right is exercised by 100. Fractions of Proportionate Voting Shares may be
    converted into such number of Subordinate Voting Shares as is determined by multiplying the fraction by 100, rounded down to the
    nearest whole share.


 


	 	(b)	Restricted Conversion
    Period. For the period (the “Restricted Conversion Period”) prior to July 1, 2021 (the “Unrestricted
    Conversion Date”), the directors (or a committee thereof) or any officer of the Company designated thereby shall determine
    whether the Conversion Limitation set forth in this Article 2.6 shall apply.


 


	 	(c)	Foreign Private Issuer
    Status. Subject to the terms hereof, the Company shall not give effect to any voluntary conversion of Proportionate Voting Shares
    pursuant to this Article 27.6 or otherwise during the Restricted Conversion Period, and the Share Conversion Right will not apply
    during the Restricted Conversion Period, to the extent that after giving effect to all permitted issuances after such conversion
    of Proportionate Voting Shares, the aggregate number of Subordinate Voting Shares and Proportionate Voting Shares (calculated on
    the basis that each Subordinate Voting Share and Proportionate Voting Share is counted once, without regard to the number of votes
    carried by such share) held of record, directly or indirectly, by residents of the United States (as determined in accordance with
    Rules 3b-4 and 12g3-2(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (“U.S.
    Residents”) would exceed forty percent (40%) (the “40% Threshold”) of the aggregate number of Subordinate
    Voting Shares and Proportionate Voting Shares (calculated on the same basis) issued and outstanding (the “FPI Restriction”).
    The directors may by resolution increase the 40% Threshold to a number not to exceed fifty percent (50%), and if any such resolution
    is adopted, all references to the 40% Threshold herein shall refer instead to the amended percentage threshold set by the directors
    in such resolution, and the formula in Article 27.6(d) of this Article 27.6 shall be adjusted to give effect to such amended percentage
    threshold.


 



    	 



    	F-6



      


	 	(d)	Conversion Limitation.
    In order to give effect to the FPI Restriction, the number of Subordinate Voting Shares issuable to a holder of Proportionate
    Voting Shares upon exercise by such holder of the Share Conversion Right during the Restricted Conversion Period will be subject
    to the 40% Threshold based on the number of Proportionate Voting Shares held by such holder as of the date of initial issuance of
    Proportionate Voting Shares to such holder, and thereafter on the last day of each of the Company’s subsequent fiscal quarters
    during the Restricted Conversion Period (the date of initial issuance and the last day of each of the Company’s subsequent
    fiscal quarters each being a “Determination Date”) calculated as follows:


 


X
= [A x 40% - B] x (C/D)


 


Where,
on the Determination Date:


 


X
= Maximum Number of Subordinate Voting Shares which may be issued upon exercise of the Share Conversion Right.


 


A
= Aggregate number of Subordinate Voting Shares and Proportionate Voting Shares issued and outstanding on such Determination Date.


 


B
= Aggregate number of Subordinate Voting Shares and Proportionate Voting Shares held of record, directly or indirectly, by U.S. Residents
on such Determination Date.


 


C
= Aggregate Number of Proportionate Voting Shares held by such holder on such Determination Date.


 


D
= Aggregate Number of All Proportionate Voting Shares on such Determination Date.


 


The
Company shall determine as of each Determination Date, in its sole discretion, acting reasonably, the aggregate number of Subordinate
Voting Shares and Proportionate Voting Shares held of record, directly or indirectly, by U.S. Residents, and the maximum number of Subordinate
Voting Shares which may be issued upon exercise of the Share Conversion Right, generally in accordance with the formula set forth immediately
above. Upon request by a holder of Proportionate Voting Shares, the Company will provide each holder of Proportionate Voting Shares with
notice of such maximum number as at the most recent Determination Date, or a more recent date as may be determined by the Company in
its discretion. During the Restricted Conversion Period, to the extent that issuances of Subordinate Voting Shares on exercise of the
Share Conversion Right would result in the 40% Threshold being exceeded, the number of Subordinate Voting Shares to be issued will be
pro-rated among each holder of Proportionate Voting Shares exercising the Share Conversion Right.


 


Notwithstanding
the provisions of Articles 27.6(c) and 27.6(d), the directors may by resolution waive the application of the Conversion Restriction to
any exercise or exercises of the Share Conversion Right to which the Conversion Restriction would otherwise apply, or to future Conversion
Restrictions generally, including with respect to a period of time.


 


	 	(e)	Mechanics
of Conversion. Before any holder of Proportionate Voting Shares shall be entitled to voluntarily convert Proportionate Voting
Shares into Subordinate Voting Shares in accordance with Article 27.6(a), the holder shall surrender the certificate(s) or direct registration
statement(s), if any, representing the Proportionate Voting Shares to be converted at the head office of the Company, or the office of
any transfer agent for the Proportionate Voting Shares, and shall give written notice to the Company at its head office of his or her
election to convert such Proportionate Voting Shares and shall state therein the name or names in which the certificate(s) or direct
registration statement(s) representing the Subordinate Voting Shares are to be issued (a “Conversion Notice”). The
Company shall (or shall cause its transfer agent to) as soon as practicable thereafter, issue to such holder or his or her nominee, a
certificate(s) or direct registration statement(s) representing the number of Subordinate Voting Shares to which such holder is entitled
upon conversion. Such conversion shall be deemed to have taken place immediately prior to the close of business on the day on which the
certificate(s) or direct registration statement(s) representing the Proportionate Voting Shares to be converted is surrendered and the
Conversion Notice is delivered, and the person or persons entitled to receive the Subordinate Voting Shares issuable upon such conversion
shall be treated for all purposes as the holder or holders of record of such Subordinate Voting Shares as of such date.


 



    	 



    	F-7



     


	27.7	Mandatory Conversion




 


The
Company shall have the following rights in respect of conversion of the Proportionate Voting Shares:


 


	 	(a)	Right to Convert Proportionate
    Voting Shares. Notwithstanding anything contained herein to the contrary, the Company shall have the right (the “Company
    Share Conversion Right”) to require each holder of Proportionate Voting Shares to convert (the “PVS Conversion”)
    all, and not less than all, of the Proportionate Voting Shares held by such holder into such number of Subordinate Voting Shares
    as is determined by multiplying the number of Proportionate Voting Shares in respect of which the Company Share Conversion Right
    is exercised by 100. Fractions of Proportionate Voting Shares may be converted into such number of Subordinate Voting Shares as is
    determined by multiplying the fraction by 100, rounded down to the nearest whole number and no payment shall be made or consideration
    provided on account of any such rounding. The Company Share Conversion Right may be exercised by the Company if all the following
    conditions are either satisfied (and, for certainty, the following conditions continue to be satisfied at the Conversion Time (as
    defined below)) or waived by special resolution of the holders of Proportionate Voting Shares:


 


	 	(i)	the Company is subject
    to the reporting requirements of Section 13 or 15(d) of the Exchange Act; and


 


	 	(ii)	the Subordinate Voting
    Shares are listed or quoted (and are not suspended from trading) on a recognized North American stock exchange including the New
    York Stock Exchange, the NYSE American Stock Exchange, the NASDAQ Stock Market, the Toronto Stock Exchange, the TSX Venture Exchange,
    the Canadian Securities Exchange or Aequitas NEO Exchange (or any other Canadian stock exchange recognized as such by the British
    Columbia Securities Commission).


 


	 	(b)	Mechanics of Conversion




 


	 	(i)	In order to exercise the
    Company Share Conversion Right, the Company shall issue or cause its transfer agent to issue to each holder of Proportionate Voting
    Shares of record a notice (the “PVS Conversion Notice”) at least 10 days prior to the record date of the PVS Conversion
    (the “PVS Conversion Date”) which shall specify therein: (i) the number of Subordinate Voting Shares into which
    the Proportionate Voting Shares are convertible pursuant to the PVS Conversion; and (ii) the PVS Conversion Date;


 


	 	(ii)	At the time of conversion
    (the “Conversion Time”) on the PVS Conversion Date, each certificate or direct registration statement representing
    Proportionate Voting Shares shall be null and void and the former holders of Proportionate Voting Shares shall be entered on the
    register maintained for the Subordinate Voting Shares as holders of Subordinate Voting Shares and shall be treated for all purposes
    as the record holder or holders of the number of Subordinate Voting Shares to which each former holder or holders of Proportionate
    Voting Shares is entitled pursuant to Article 27.7(a); and


 


	 	(iii)	As soon as practicable
    on or after the PVS Conversion Date, and in any event within ten (10) days of the PVS Conversion Date, the Company will issue or
    send, or cause its transfer agent to issue or send certificate(s) or direct registration statement(s) (at the sole discretion of
    the Company) to each former holder of Proportionate Voting Shares representing the number of Subordinate Voting Shares into which
    the Proportionate Voting Shares have been converted.


 


	 	(c)  	Effect
of Conversion. All Proportionate Voting Shares which shall have been converted pursuant to the PVS Conversion shall no longer be
deemed to be outstanding and all rights and special rights with respect to such shares shall immediately cease and terminate at the Conversion
Time, except only the right of the holders thereof to receive Subordinate Voting Shares in exchange therefor in accordance with this
Article 27.7.



 



    	 



    	 



      


SCHEDULE
“G”


CAPITALIZATION
OF THE RESULTING ISSUER


 


	Securities issuable to former
    securityholders (directly or indirectly) of the following:	 	Resulting
    Issuer Shares

    on
an as

    converted
basis1 (%)
	 	Subordinate

    Voting
    Shares
	 	Proportionate
    Voting Shares2	 	Convertible Notes
    (Aggregate Principal Amount)
	AME/POR/POR	 	 	65,197,796	 	 	 	17,445,383	 	 	 	477,524	 	 	 	US$15 million	 
	Holdings/RVC	 	 	(22.48	)%	 	 	(13.67	)%	 	 	(29.41	)%	 	 	 	 
	Verano,
    Verano Blockercos
    and Partially-	 	 	214,123,851	 	 	 	99,499,278	 	 	 	1,146,246	 	 	 	Nil	 
	Owned Verano Subsidiaries	 	 	(73.84	)%	 	 	(77.96	)%	 	 	(70.592	)%	 	 	 	 
	Finco	 	 	10,000,000	 	 	 	10,000,000	 	 	 	Nil	 	 	 	Nil	 
	 	 	 	(3.45	)%	 	 	(7.84	)%	 	 	 	 	 	 	 	 
	Majesta	 	 	100,000	 	 	 	100,000	 	 	 	Nil	 	 	 	Nil	 
	 	 	 	(0.03	)%	 	 	(0.08	)%	 	 	 	 	 	 	 	 
	Other	 	 	578,353 	 	 	 	578,353	 	 	 	Nil	 	 	 	Nil	 
	(Financial Advisor Fee)	 	 	(0.20 	)%	 	 	(0.45	)%	 	 	 	 	 	 	 	 


 


The
above issuances assumes fractional shares (calculated to four decimal places) will be issued under the Plan of Arrangement (other than
pursuant to the Pubco Share Consolidation).


 


Notes:


 


(1)
Assumes Private Placement raises gross proceeds of US$100,000,000 at a price of US$10 per subscription receipt and there will be
290,000,000 Resulting Issuer Subordinate Voting Shares outstanding (assuming full conversion of the Resulting Issuer Proportionate
Voting Shares). The foregoing allocations among former securityholders of AME, POR, RVC and Verano are subject to the terms of the
AME Agreement and Plan of Merger and adjustments among them as determined by Verano, including with respect to the allocation to
each holder of Resulting Issuer Subordinate Voting Shares and Resulting Issuer Proportionate Voting Shares.


 


(2)
Assumes all Canadian members of AME and all members of a Verano Blockerco will enter into an AME Exchange Agreement and Verano
Blockerco Exchange Agreement, respectively, and will be a Canadian Elector (as defined in the Plan of Arrangement). Assumes each
recipient of Resulting Issuer Shares that was a holder of Pubco Shares immediately prior to the Pubco Share Consolidation, holder of
Finco Shares, recipient of the financial advisory fee, and a Canadian Elector receives only Resulting Issuer Subordinate Voting
Shares and each other recipient of Resulting Issuer Shares receives 25% Resulting Issuer Subordinate Voting Shares and 75% Resulting
Issuer Proportionate Voting Shares. The foregoing is subject to change in the discretion of Verano.