Support Agreement dated February 27, 2025 between The Cannabist Company Holdings Inc., The Cannabist Company Holdings (Canada) Inc., each of their respective direct and indirect subsidiaries signatory thereto and the certain noteholders signatory thereto

it is the beneficial holder of, or exercises control and direction and has voting and investment discretion over, the Notes in the principal amount(s) set forth on its signature page to this Support Agreement (the “Relevant Notes” and, together with all obligations owing in respect of the Relevant Notes, including accrued and unpaid interest and any other amount that such Supporting Noteholder is entitled to claim in respect of the Relevant Notes pursuant to the Trust Indenture, the “Debt”) and owns no other Notes or other Claims or Interests of the Companies or their Affiliates;

it has the authority and full power to vote (or direct the voting of), consent, approve changes to, and transfer all of its Debt;

it: (i) is a sophisticated party with sufficient knowledge and experience in financial and business matters to evaluate properly the terms and conditions of this Support Agreement and the merits and risks of securities to be acquired by it pursuant to the Transaction and is able to bear any economic risks with such investment; (ii) has conducted its own analysis and made its own decision to enter into this Support Agreement; (iii) has obtained such independent advice in this regard as it deemed appropriate; and (iv) has not relied in such analysis or decision on any person other than itself and/or its own independent advisors;

this Support Agreement has been duly authorized, executed and delivered by it, and, assuming the due authorization, execution and delivery by the other Parties, this Support Agreement constitutes the legal, valid and binding obligation of such Supporting Noteholder, enforceable in accordance with its terms, subject to (i) Laws of general application and bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally and general principles of equity; and (ii) federal and state cannabis and related Laws in the United States;

unless it is an individual, it is duly organized and validly existing under the Laws of the jurisdiction of its organization and has all approvals necessary to execute and deliver this Support Agreement and to perform its obligations hereunder;

the execution and delivery of this Support Agreement by it and the completion by it of the transactions contemplated herein do not and will not, to the best of its knowledge, violate or conflict with any judgment, order, notice, decree, statute, Law (excluding U.S. federal cannabis and related Laws), ordinance, rule or regulation applicable to such Supporting Noteholder or any of its Relevant Notes or result (with or without notice and/or the passage of time) in any violation, conflict or breach of, or constitute a default under, or require any consent to be obtained under, its certificate of incorporation, articles, bylaws or other organizational documents;

except as contemplated by this Support Agreement, it has not deposited any of its Relevant Notes or Debt into a voting trust, or granted (or permitted to be granted) any proxies or powers of attorney or attorney in fact, or entered into a voting agreement, understanding or arrangement, with respect to the voting of its Relevant Notes or Debt that would reasonably be expected to adversely affect its ability to perform its obligations under this Support Agreement, including the obligations in Section 5;

except for any lien in favor of a bank or broker-dealer holding custody of any Relevant Notes or Debt in the ordinary course of business, the Relevant Notes and Debt held by it are not subject to any liens, charges, encumbrances or other similar restrictions that would reasonably be expected to adversely affect its ability to perform its obligations under this Support Agreement;

to the best of its knowledge, there is no proceeding, claim or investigation pending before any Governmental Entity, or threatened against such Supporting Noteholder or any of its properties, that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on such Supporting Noteholder’s ability to execute and deliver this Support Agreement, to perform its obligations hereunder and to consummate the Transaction;

if a Canadian resident, it is an “accredited investor”, as such term is defined in National Instrument 45-106—Prospectus Exemptions of the Canadian Securities Administrators (“NI 45-106”), and it was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106; and

it is an “accredited investor” as such term is defined in Rule 501(a) of the United States Securities Act of 1933, as amended (the “Securities Act”).

this Support Agreement has been duly authorized, executed and delivered by it, and, assuming the due authorization, execution and delivery by all other Parties, this Support Agreement constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms, subject to (i) Laws of general application and bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally and general principles of equity; and (ii) federal and state cannabis and related Laws in the United States;

The Cannabist Company is duly organized and validly existing under the Laws of British Columbia and has all necessary corporate power and authority to execute and deliver this Support Agreement resulting from its acceptance hereof, to perform its obligations hereunder and to consummate the Transaction;

The Cannabist Company Canada is duly organized and validly existing under the Laws of Canada and has all necessary corporate power and authority to execute and deliver this Support Agreement resulting from its acceptance hereof, to perform its obligations hereunder and to consummate the Transaction;

the execution and delivery of this Support Agreement by it and the completion by it of the transactions contemplated herein do not and will not, to the best of its knowledge, violate or conflict with any judgment, order, notice, decree, statute, Law (excluding U.S. federal cannabis and cannabis-related Laws), ordinance, rule or regulation applicable to such Company Entity or any of their properties or assets or result (with or without notice or the passage of time) in a violation, conflict or breach of, or constitute a default under, or require any consent to be obtained under its certificate of incorporation, notice of articles, articles, bylaws or other organizational documents, as applicable;

there is no proceeding, claim or investigation pending before any Governmental Entity, or threatened against it or any of its properties that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on its ability to execute and deliver this Support Agreement, to perform its obligations hereunder and to consummate the Transaction;

The Cannabist Company and each of its direct and indirect subsidiaries is conducting its business in compliance with all applicable Laws (other than in respect of U.S. federal cannabis and U.S. federal cannabis-related Laws) in all respects (except to the extent immaterial, individually or in the aggregate, to the Companies’ business) and has not received any notice to the effect that, or has otherwise been advised that, it is not in compliance with such Laws;

no order halting or suspending trading in its securities or prohibiting the sale of such securities has been issued to or is outstanding against it and no investigations or proceedings for such purpose are pending or threatened;

The Cannabist Company and each of its direct and indirect subsidiaries has obtained all material permits, licenses and other authorizations which are required under all environmental and U.S. state and local cannabis Laws and it is in compliance in all respects (except to the extent immaterial, individually or in the aggregate, to the Companies’ business) with the terms and conditions of such permits, licenses and authorizations;

The Cannabist Company is a “reporting issuer” (or the equivalent thereof) in each of the provinces and territories of Canada and is not included on a list of defaulting reporting issuers maintained by any of the Canadian securities commissions, The Cannabist Company has filed all documents required to be filed by it (and no such disclosure or filing has been made on a confidential basis) and otherwise complied with its obligations under Canadian securities Laws and the rules, policies and requirements of Cboe (including in respect of timely disclosure obligations) in all material respects; and all documents filed with the Canadian securities regulators and Cboe: (i) comply with Canadian securities Laws in all material respects; and (ii) did not contain any misrepresentation or any untrue statement of a material fact, nor omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and

to extend the maturity date of the 2025 Notes, the 2026 Notes and the 2027 Notes in accordance with the Transaction Terms, subject to the terms and conditions of this Support Agreement and the Definitive Documents;

to consent to and support the Transaction, including the approval of the Releases;

to consent to and support, if necessary, the addition of The Cannabist Company Canada as a co-issuer under the Trust Indenture;

not to, directly or indirectly, from the Support Agreement Effective Date to the date this Support Agreement is terminated:

sell, assign, lend, pledge, hypothecate, dispose or otherwise transfer (in each case, a “Transfer”) any of its Relevant Notes or Debt or any rights or interests therein (or permit any of the foregoing with respect to any of its Relevant Notes or Debt) or enter into any agreement, arrangement or understanding in connection therewith; provided, that, each Supporting Noteholder may Transfer some or all of its Relevant Notes or Debt to: (A) any Affiliate of, related fund of, or fund managed by or under common control with the Supporting Noteholder that is an accredited investor (provided that such Person executes a Joinder Agreement (as defined below)); (B) any other Supporting Noteholder reasonably acceptable to The Cannabist Company; provided, that, in determining whether the Transfer to any other Supporting Noteholder is reasonably acceptable, The Cannabist Company may only consider whether the proposed Transfer will result in an adverse consequence with respect to the regulatory approvals and timing contemplated by the Transaction; or (C) any other person that is reasonably acceptable to The Cannabist

except as contemplated by this Support Agreement, deposit any of its Relevant Notes or Debt into a voting trust, or grant (or permit to be granted) any proxies or powers of attorney or attorney in fact, or enter into a voting agreement, understanding or arrangement, with respect to the voting of its Relevant Notes or Debt if such trust, grant, agreement, understanding or arrangement would in any manner restrict the ability of the Supporting Noteholder to comply with its obligations under this Support Agreement, including the obligations in this Section 5;

not to directly or indirectly (i) object to, delay, impede, or take any other action to interfere with the Proceedings, the Transaction, or approval or implementation of the Plan or (ii) otherwise take any action, or omit to take any action, that is inconsistent with its obligations under this Support Agreement or that could reasonably be expected to delay, challenge, or frustrate the consummation of the Transaction and the Plan;

subject to applicable Law, including the receipt of a Court-approved information circular, to:

vote (or cause to be voted) all of its Relevant Notes and Debt, as applicable:

in favour of the approval, consent, ratification and adoption of the Plan (and any actions required by the Supporting Noteholders in furtherance thereof, provided that the Supporting Noteholders shall not be required to incur any significant expense or incur any liability in connection therewith) in accordance with the terms herein; and

against the approval, consent, ratification and adoption of any matter or transaction that, if approved, consented to, ratified or adopted, would reasonably be expected to delay, challenge, frustrate or hinder the consummation of the Transaction or the Plan, as applicable; and

tender its proxy for any such vote in compliance with the Interim Order prior to the applicable deadline set forth in the Interim Order;

not to directly or indirectly propose, encourage, seek, pursue, initiate, join in, file, solicit, vote for, otherwise support, or participate in the formulation of or enter into negotiations or discussions with any Person regarding any alternative offer (including any offer in respect of the acquisition of the equity interests of the Companies or substantially all of the assets of the Companies), restructuring, liquidation, workout or plan of compromise or arrangement or reorganization of or for the Companies, including any proceeding under the CBCA, other legislation or otherwise, including under Bankruptcy Laws (an “Alternative Transaction”), including, for the avoidance of doubt, making or supporting any filings with the Court or any Governmental Entity, or making or supporting any press release, press report or comparable public statement or filing with respect to any of the foregoing, that is inconsistent with the Transaction and the Plan, except with the prior written (including e-mail) consent of The Cannabist Company;

not direct any administrative agent, collateral agent, or indenture trustee (including the Trustee), as applicable, to take any action inconsistent with such Supporting Noteholder’s obligations under this Support Agreement or the Term Sheet and, if any applicable administrative agent, collateral agent, or indenture trustee (including the Trustee) takes any action inconsistent with such Supporting Noteholder’s obligations under this Support Agreement or the Term Sheet, such Supporting Noteholder will use its commercially reasonable efforts (provided it shall not be required to incur any significant cost or liability in connection therewith) to request such administrative agent, collateral agent, or indenture trustee (including the Trustee) to cease, desist, and refrain from taking any such action;

negotiate and act in good faith consistent with this Support Agreement and, upon agreement to the terms of the Definitive Documents, complete, enter into, and effectuate (as applicable) the Definitive Documents (as applicable);

timely vote (or cause to be voted) its Relevant Notes or Debt or any other Claims or Interests against any Alternative Transaction;

cooperate and coordinate activities (to the extent practicable and subject to the terms hereof) and (i) use commercially reasonable efforts (to the extent applicable) to assist the Companies in obtaining any necessary federal, state, and local regulatory approvals, including, without limitation, approval from the Court, or any other regulatory body or authority required to obtain approval of the Plan or consummate the Plan and the Transaction contemplated thereby and herein, and (ii) use best efforts to obtain (to the extent applicable) and assist the Companies in obtaining the approval of all cannabis-related licenses, permits or authorizations that are necessary for the execution and delivery of, and performance of, its obligations pursuant to the Plan, the Transaction and any agreements contemplated thereby and herein; provided that, in each case with respect to the foregoing, such Supporting Noteholder shall not be required to, subject to Section 5(o), incur any material expense or liability (but excluding, in each case, third party legal, accounting, financial or other advisor fees or expenses paid or reimbursed by the Company);

to support the applications and motions filed by the Companies in the Proceedings for the Interim Order and Final Order;

to the extent reasonably practicable and permitted under applicable law, (i) coordinate in good faith with the Companies and/or their representatives with respect to any substantive oral or written communication that they or any of their representatives receives from any Governmental Entity relating to any federal, state, or local cannabis-related regulatory approvals required to obtain approval of the Plan or consummate the Transaction, (ii) coordinate in good faith with the Companies and their

if requested by one or more of the Companies, timely oppose, including by way of joinder, any objections filed with respect to the Court approval of any of the Definitive Documents or the Transaction;

to the extent any legal, regulatory or structural impediment arises that would prevent, hinder or delay the consummation of the Transaction, (i) negotiate in good faith appropriate additional or alternative provisions, structures, or arrangements to address and attempt in good faith to resolve any such impediment (it being understood that all Parties’ rights are reserved in connection therewith); and (ii) promptly and diligently consider in good faith and pursue commercially reasonable alternatives in a good faith attempt to resolve any such impediment under any cannabis law that may be asserted by any state cannabis regulatory authority, so as to enable the parties to consummate the Transaction as soon as reasonably practicable, and in any event prior to the Outside Date, and each such Supporting Noteholder shall consider in good faith commercially reasonable alternatives for purposes of attempting to resolve any such impediment by the Outside Date following reasonable cooperation and coordination between such Supporting Noteholder and The Cannabist Company;

to supply as promptly as practicable any additional information and documentary material that may be requested by the Companies (except for any commercially sensitive or proprietary information, which may be redacted) or a cannabis regulator to facilitate obtaining cannabis-related regulatory approvals for the Transaction;

not to accelerate or enforce or take any action or initiate any proceeding to accelerate or enforce the payment or repayment of any of its Relevant Notes or Debt or other Claims or Interests and not to support any other Person in taking any of the foregoing enforcement actions, including any holder of a seller note or vendor take back note issued by the Companies and/or their Affiliates; and

to forbear from exercising remedies with respect to any defaults or events of default under the Trust Indenture that may occur solely as a result of: (i) the commencement and/or continuation of the Proceedings in conformity with this Support Agreement; and/or (ii) the pursuit or completion of the Transaction, including the entering into of any related documents (the “Specified Default”).

to pursue the approval, implementation, completion and consummation of the Transaction on a timely basis, obtain Court approval of the Plan, and to take all other actions reasonably necessary to implement the Transaction in accordance with this Support Agreement (including the Schedules hereto) and the Transaction Terms, and not to take any action (or inaction) that is inconsistent with the terms of this Support Agreement or the Transaction Terms or that is intended to or is likely to interfere with or frustrate, challenge or delay the consummation of the Transaction;

comply with the Trust Indenture in all respects, except as otherwise provided in Section 5(r);

negotiate in good faith consistent with this Support Agreement and, upon agreement to the terms of the Definitive Documents, complete, enter into, and effectuate the Definitive Documents (as applicable);

to file the Plan on a timely basis, recommend (subject to Section 14 hereof) to any person entitled to vote on the Plan that they vote to approve the Plan and take all reasonable actions necessary to obtain any regulatory approvals for the Transaction in a timely manner;

to provide draft copies of all motions or applications and other documents with respect to the Transaction and the Plan that the Companies intend to file with the Court, Cboe or applicable regulators in connection with the Proceedings or the Transaction to the Advisors at least three (3) Business Days prior to the date when the Companies intend to file or otherwise disseminate such documents (or, where circumstances make it impracticable to allow for such advance notice, not less than one (1) calendar day prior to the date when the Companies intend to file or otherwise disseminate such documents). For greater certainty, the Interim Order, Final Order and the Plan shall only be submitted to the Court in a form reasonably acceptable to The Cannabist Company and the Requisite Supporting Noteholders;

to promptly notify the Advisors if, at any time before the effective time of implementation of the Plan, it becomes aware that an application for a regulatory approval or any other order, registration, consent, filing, ruling, exemption or approval under applicable Laws contains a statement which is materially inaccurate or incomplete or of information that otherwise requires an amendment or supplement to such application, and the Companies shall co-operate in the preparation of such amendment or supplement as required;

to promptly notify the Advisors of any material claims threatened or brought against it which would reasonably be expected to impede or delay the consummation of the Transaction or the Plan;

subject to Section 14 hereof, not to directly or indirectly propose, encourage, seek, pursue, initiate, join in, file, solicit, vote for, otherwise support, or participate in the formulation of or enter into negotiations or discussions with any Person regarding any Alternative Transaction, or make or support any press release, press report or comparable public statement or filing with respect to any of the foregoing that is inconsistent with the Transaction, the Transaction Terms or this Support Agreement, except with the prior written (including e-mail) consent of the Requisite Supporting Noteholders;

cooperate and coordinate activities (to the extent practicable and subject to the terms hereof) and (i) use commercially reasonable efforts to obtain any necessary federal, state, and local regulatory approvals, including, without limitation, approval from the Court, or any other regulatory body or authority required to obtain approval of the Plan or to consummate the Plan and the Transaction contemplated thereby and herein, including as applicable all required approvals from Cboe and under applicable state cannabis regulations; and (ii) use best efforts to obtain the approval of all cannabis-related issuances, re-issuances or transfers of all licenses, permits or authorizations that are necessary for the execution and delivery of, the performance of its obligations pursuant to, and the implementation of the Plan, the Transaction, and any agreements contemplated thereby and herein;

to the extent reasonably practicable and permitted under applicable law, (i) coordinate in good faith with the Supporting Noteholders and/or their representatives with respect to any substantive oral or written communication that it or any of its representatives receives from any Governmental Entity relating to any federal, state, or local cannabis-related regulatory approvals required to obtain approval of the Plan or consummate the Transaction, (ii) coordinate in good faith with the Supporting Noteholders and their respective representatives with respect to any substantive communication relating to the approval of the Plan and the Transaction that are proposed to be made by such party to any cannabis regulator and provide the Supporting Noteholders with copies of all substantive correspondence, filings or applications between them or any of their representatives, on the one hand, and any cannabis-related regulator or members of its staff, on the other hand, with respect to the Plan and the Transaction (except for any commercially sensitive or proprietary information, which may be redacted), and (iii) advise the Supporting Noteholders of any substantive meeting or discussion (including any pre-arranged phone call) with any cannabis regulator in respect of any such filings, investigation or other inquiry, and to the extent permitted by such regulator, give the Supporting Noteholders the opportunity to attend and participate at such meeting or discussion, in each case to the extent related to the Transaction and the Plan;

to the extent any legal, regulatory or structural impediment arises that would prevent, hinder or delay the consummation of the Transaction, (i) negotiate in good faith appropriate additional or alternative provisions, structures, or arrangements to address and attempt in good faith to resolve any such impediment (it being understood that all Parties’ rights are reserved in connection therewith); and (ii) promptly and diligently consider in good faith pursuing commercially reasonable alternatives in a good faith attempt to resolve any such impediment under any cannabis law that may be asserted by any state cannabis regulatory authority, so as to enable the parties to consummate the Transaction as soon as reasonably practicable, and the Companies shall consider in good faith commercially reasonable alternatives for purposes of attempting to resolve any such impediment by the Outside Date following reasonable cooperation and coordination between the Companies and the Supporting Noteholders;

maintain the good standing and legal existence of each of the Companies under the Laws of the jurisdiction in which it is incorporated, organized or formed, except where the failure to main such good standing and legal existence is not material;

to supply as promptly as practicable any additional information and documentary material that may be requested by the Supporting Noteholders (except for any commercially sensitive or proprietary information, which may be redacted) or a cannabis regulator to facilitate obtaining cannabis-related regulatory approvals for the Transaction;

if any of the Companies receives a verbal or written offer or proposal with respect to an Alternative Transaction, within two (2) Business Days after the receipt of such proposal for an Alternative Transaction, (i) notify the Advisors of the receipt thereof, with such notice to include the material terms thereof (including the identity of the Person(s) involved), (ii) promptly provide the Advisors with any amendments, supplements or modifications to such proposal for an Alternative Transaction that are received by any of the Companies, and (iii) consult with the Advisors with respect to such proposal and any amendments, supplements or modifications thereto; provided that, to the extent the Company is prohibited from doing any of the foregoing due to a confidentiality restriction or condition upon which such proposal was submitted, such Company Entity shall (x) promptly notify the Advisors upon receipt of any confidential proposal, (y) use commercially reasonable efforts to obtain relief from such restriction or condition as promptly as practicable, and (z) refrain from engaging in any discussions or negotiations with the Person that submitted the proposal (other than with respect to the confidentiality restriction or condition) unless and until such Person agrees to permit the Advisors and the Supporting Noteholders to review the proposal pursuant to a confidentiality agreement acceptable to the Supporting Noteholders, acting reasonably;

except as otherwise expressly provided by this Support Agreement, conduct their businesses and operations in the ordinary course of business consistent with past practices in all material respects;

not to (i) seek discovery in connection with, prepare or commence any proceeding that disputes or challenges (A) the amount, validity, allowance, character, enforceability or priority of the Notes, or (B) the validity, enforceability or perfection of any lien or other encumbrance securing (or purporting to secure) any Notes held by any Supporting Noteholder, or (ii) support any Person in connection with any of the acts described in clause (i) of this Section 6(p);

other than the Management Incentive Program, not enter into, adopt or establish any new compensation or benefit plans or arrangements with respect to the existing executive management team (including employment agreements and any retention, success or other bonus plans), or amend or terminate any existing compensation or benefit plans or arrangements with respect to the executive management team (including employment agreements), or grant (including pursuant to a key employee retention or incentive plan or other similar arrangement) any additional or any increase in the wages, salary, bonus, commissions, retirement benefits, pension, severance or other compensation or benefits of any director or executive management team member, whether in one transaction or a series of related transactions, in the case of each of the foregoing, outside of the ordinary course of business consistent with past practices;

not amend or change any of their respective formation or organizational documents in any material respect;

other than Approved Sales, not sell, convey, dispose or otherwise Transfer any of its assets or properties (i) for less than fair market value, and (ii) without the prior written consent of the Requisite Supporting Noteholders for any sale with expected proceeds greater than $5.0 million, including any sale(s) of the Verano Common Shares;

except as otherwise expressly provided in this Support Agreement, or in the ordinary course of business consistent with past practice, not (i) make any loans, advances or capital contributions to, or investments in, any other Person, (ii) authorize, create, issue, sell or grant any additional Interests, or reclassify, recapitalize, redeem, purchase, acquire, declare any distribution on or make any distribution on any Interests, except pursuant to existing obligations as of the date hereof, (iii) incur any indebtedness for borrowed money or grant any liens or encumbrances, or (iv) enter into any definitive agreement with respect to any of the foregoing;

to not amend, modify or supplement any of the existing seller debt, seller notes or seller assumed debt without the prior written consent of the Requisite Supporting Noteholders and such consent not to be unreasonably withheld;

subject to Section 14 hereof, not announce publicly, or announce to any holders of Claims or Interests in each of the Companies, its intention not to support the Transaction;

not amend or modify the Plan or the Definitive Documents other than in a manner that is materially consistent with this Support Agreement or otherwise reasonably acceptable to the Requisite Supporting Noteholders; and

pay the reasonable and documented fees and expenses of the Advisors as and when due and payable in accordance with and subject to the engagement letters and fee letters entered into by The Cannabist Company and the Advisors.

The Parties shall reasonably cooperate with each other and shall reasonably coordinate their activities (to the extent practicable) in respect of (a) the timely satisfaction of conditions with respect to the effectiveness of the Transaction and the Plan, (b) all matters concerning the implementation of the Transaction and the Plan, and (c) the pursuit, support, implementation and consummation of the Transaction and the Plan in accordance with the Transaction Terms. Furthermore, subject to the terms hereof, each of the Parties shall take such actions as may be reasonably necessary or prudent to carry out the purposes and the intent of this Support Agreement, including making and filing any required regulatory filings (provided that the Supporting Noteholders shall not be required to incur any material cost or expense or incur any liability in connection therewith that is not reimbursable by The Cannabist Company).

Each Party hereby covenants and agrees (a) to cooperate and negotiate in good faith, consistent with this Support Agreement, the Definitive Documents and all ancillary documents relating thereto, and any orders of the Court relating thereto, and (b) to the extent it is a party thereto, to execute, deliver and perform its obligations under such documents; provided that nothing herein shall limit any Party’s rights under Section 4 hereof.

The Transaction shall be subject to the satisfaction of the following conditions prior to or at the time the Transaction is implemented, each of which is for the mutual benefit of the Companies, on the one hand, and the Supporting Noteholders, on the other hand, and may be waived in whole or in part jointly by The Cannabist Company and the Requisite Supporting Noteholders (provided that such conditions shall not be enforceable by The Cannabist Company or a Supporting Noteholder, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Party seeking enforcement):

the Interim Order, the Plan, and the Final Order shall have been approved by (i) the Court and (ii) the requisite majorities of affected stakeholders as and to the extent required by the Court;

the distribution of the New Shares pursuant to the Plan shall be exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof and applicable securities laws of any state of the United States and the A&R Indenture shall have been declared effective by the Securities and Exchange Commission under the U.S. Trust Indenture Act;

Cboe shall have consented to or not objected to the Transaction;

all filings, consents, and approvals required under applicable Law to consummate the Transaction (including, without limitation, required state and municipal cannabis regulatory approvals) shall have been made or obtained, as applicable, and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated, in each case on terms reasonably satisfactory to The Cannabist Company and the Requisite Supporting Noteholders;

the Plan and all Definitive Documents shall be in form and substance consistent with this Support Agreement and the Transaction Terms and otherwise reasonably acceptable to The Cannabist Company and the Requisite Supporting Noteholders;

the conditions precedent to implementation of the Plan shall have been satisfied or waived in accordance with the terms of the Plan;

the conditions precedent in each of the Definitive Documents shall have been satisfied or waived in accordance with the terms of the applicable Definitive Document;

there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, that restrains, impedes or prohibits, the Transaction or the Plan or any material part thereof or requires or purports to require a material variation of the Transaction Terms;

there shall be usual and customary releases in connection with the implementation of the Transaction under the CBCA to be effective as of the Effective Date (the “Releases”) pursuant to the Plan and the Final Order, and pursuant to contractual releases entered into among the Parties. The Releases shall be in the form and substance annexed hereto as Schedule E; and

the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement giving effect to the articles of arrangement in respect of the Plan.

The obligations of the Companies to complete the Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following additional conditions prior to or at the Effective Date, each of which is for the benefit of the Companies and may be waived, in whole or in part, by The Cannabist Company (provided that such conditions shall not be enforceable by the Companies if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Companies):

The Cannabist Company has not validly terminated this Support Agreement or delivered a termination notice that is subject to cure on account of one or more of the Supporting Noteholders having failed to comply in all material respects with each covenant and obligation in this Support Agreement that is to be performed by them on or before the Effective Date; and

the Interim Order, the Plan, and the Final Order shall have been filed and approved by the Court in form and substance reasonably acceptable to the Companies.

The obligations of the Supporting Noteholders to complete the Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following additional conditions prior to or at the Effective Date, each of which is for the benefit of the Supporting Noteholders and may be waived, in whole or in part, by the Requisite Supporting Noteholders (provided that such conditions shall not be enforceable by the Supporting Noteholders if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Supporting Noteholder seeking enforcement):

the Requisite Supporting Noteholders shall have not validly terminated this Support Agreement or delivered a termination notice in accordance with the terms hereof;

the New Shares, New Warrants and the New Notes shall have been issued, and not be subject to a restricted period (other than contractual lock-ups including as contemplated in the Term Sheet) or to a statutory hold period under Canadian or U.S. securities laws, or to any resale restriction under the rules, policies or requirements of Cboe;

prior to delivery of the securities issued pursuant to the Plan, all necessary corporate action shall have been taken by The Cannabist Company to authorize and issue all such securities, and all such securities shall have been validly issued and delivered, shall not have been issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by The Cannabist Company;

the Interim Order, the Plan, and the Final Order shall have been filed and approved by the Court in form and substance reasonably acceptable to the Requisite Supporting Noteholders; and

the reasonable and documented invoiced fees and expenses of the Advisors in accordance with and subject to the engagement letters and fee letters entered into by The Cannabist Company and the Advisors shall have been paid, provided that the Advisors shall have provided The Cannabist Company with invoices for all such fees and expenses at least one (1) calendar day prior to the Effective Date (it being understood that failure to provide such invoice prior to the Effective Date shall not preclude the applicable Advisor’s right to payment following the Effective Date).

This Support Agreement may be terminated by the Requisite Supporting Noteholders, by providing written notice to The Cannabist Company, delivered in accordance with Section 12 hereof upon the occurrence of any of the following:

if any of the Companies breach this Support Agreement or take any action materially inconsistent with this Support Agreement or fail to comply with, or default in the performance or observance of, any material term, condition, covenant or agreement set forth in this Support Agreement that, if capable of being cured, is not cured within seven (7) days after receipt by The Cannabist Company of written notice of such failure or default;

if any representation, warranty or acknowledgement of any of the Companies made in this Support Agreement shall prove untrue in any material respect as of the date when made and such breach remains uncured seven (7) days following The Cannabist Company’s receipt of written notice;

if an Event of Default (as defined in the Trust Indenture) (other than the Specified Default) has occurred or is continuing under the Trust Indenture or the Notes;

if the Proceedings are dismissed or any Company Entity becomes subject to a proceeding (other than such proceeding commenced by a Supporting Noteholder) under any Bankruptcy Law;

the Court enters an order, or any of the Companies files a motion or application seeking the dismissal of the Proceedings;

the issuance by any Governmental Entity, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment or order enjoining the consummation of or rendering illegal a material portion of the Transaction, and such ruling, judgment or order has not been reversed or vacated within five (5) Business Days;

The Cannabist Company exercises its rights under Section 14;

failure to meet any milestone dates with respect to the Proceedings and the Transaction listed on Schedule C hereto (each a “Milestone” and collectively the “Milestones”) and such failure remains uncured for seven (7) days, which Milestones may be extended as agreed to in writing (which may include e-mail) by The Cannabist Company and the Requisite Supporting Noteholders; or

the Transaction has not been consummated by the Outside Date.

This Support Agreement may be terminated by The Cannabist Company, on behalf of itself and the other Company Entities, by providing written notice to the Supporting Noteholders, delivered in accordance with Section 12 hereof, following the occurrence of any of the following events:

at any time the Supporting Noteholders party to this Support Agreement or similar agreements hold in the aggregate less than 60% of the principal amount of outstanding Notes;

in accordance with Section 14, the board of directors of The Cannabist Company reasonably determines, in good faith after consultation with and upon the advice of outside counsel, to cause the Companies to enter into, announce, publicly support or consummate a transaction that either (i) when consummated will result in a higher or better outcome for both the Companies and holders of the Notes; or (ii) indefeasibly repays in full in cash all obligations due under the Notes;

one or more Supporting Noteholders publicly supports any Alternative Transaction or any modification to the Transaction that is not materially consistent with this Support Agreement or the Plan, which breach would result in non-breaching Supporting Noteholders holding less than 60% of the aggregate outstanding principal amount of Notes and such breach has not been cured (if curable) within five (5) days of written notice from The Cannabist Company;

the material breach by one or more of the Supporting Noteholders of any of the representations, warranties, covenants, or other obligations of the Supporting Noteholders set forth in this Support Agreement, which breach would result in non-breaching Supporting Noteholders holding less than 60% of the aggregate outstanding principal amount of Notes and such breach has not been cured (if curable) within five (5) days of written notice from The Cannabist Company;

the issuance by any Governmental Entity, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment or order enjoining the consummation of or rendering illegal the Transaction, and such ruling, judgment or order has not been reversed or vacated within five (5) Business Days; or

the Transaction has not been consummated by the Outside Date.

The obligations of the Companies under this Support Agreement may be terminated by the Companies as to a breaching Supporting Noteholder (the “Breaching Noteholder”) only, by providing written notice to such Supporting Noteholder, in exercise of its sole discretion, upon the occurrence and continuation of any of the following events (and the Breaching Noteholder shall thereupon no longer be a Supporting Noteholder):

if such Breaching Noteholder has taken any action inconsistent with this Support Agreement or failed to comply with, or defaulted in the performance or observance of, any material term, condition, covenant or agreement set for in this Support Agreement that, if capable of being cured, is not cured within five (5) Business Days after receipt of written notice of such failure or default; or

if any representation, warranty or acknowledgement of such Breaching Noteholder made in this Support Agreement shall prove untrue in any material respect as of the date when made.

This Support Agreement may be terminated at any time by mutual written consent of the Companies and the Requisite Supporting Noteholders.

This Support Agreement shall terminate automatically on the Effective Date upon implementation of the Plan.

Subject to Section 9(8) below, this Support Agreement, upon its termination, shall be of no further force and effect and each Party hereto shall be automatically and simultaneously released from its commitments, undertakings, and agreements under or related to this Support Agreement.

Each Party shall be responsible and shall remain liable for any breach of this Support Agreement by such Party occurring prior to the termination of this Support Agreement.

Notwithstanding the termination of this Support Agreement pursuant to this Section 9, the agreements and obligations of the Parties in Section 10 and Section 12 shall survive such termination and shall continue in full force and effect for the benefit of the Parties in accordance with the terms hereof.

If the Transaction is not consummated pursuant to the Plan concurrently with the date of termination of this Support Agreement, nothing herein shall be construed as a waiver by any Party of any or all such Party’s rights and the Parties expressly reserve any and all of their respective rights. Pursuant to U.S. Federal Rule of Evidence 408 and any other applicable rules of evidence, this Support Agreement and all negotiations relating hereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms.

Notwithstanding anything to the contrary in this Support Agreement, no information with respect to the principal amount of Relevant Notes, the amount of Debt or the Claims or Interests in relation to the Company held or managed by any individual Supporting Noteholder or the identity of any individual Supporting Noteholder shall be disclosed by the Companies or any of their respective subsidiaries or Affiliates, without the prior written consent of each such Supporting Noteholder, provided, however, that such information may be disclosed: (i) to the directors, executives, senior management, auditors, employees, financial advisors and legal advisors (collectively, its “Representatives”) of the Companies, provided that each such Representative (A) needs to know such information for purposes of the Transaction, (B) is informed of this confidentiality provision and the confidential nature of such information, and (C) agrees to act in accordance with the terms of this confidentiality provision; and (ii) in response to, and to the extent required (as determined by such Company Entity following advice of such Company Entity’s legal counsel) by applicable Law, by any stock exchange rules on which any of its securities or those of any of its Affiliates are traded, by any Governmental Entity or by any subpoena or other legal process, including, without limitation, by any court of competent jurisdiction or applicable rules, regulations or procedures of a court of competent jurisdiction; provided that, if it or any of its Representatives is required to disclose the identity or specific holdings of the Supporting Noteholder in the manner set out in the preceding sentence, such Company Entity shall provide the applicable Supporting Noteholder with prompt written notice of any such requirement (including a written copy of the proposed disclosure), to the extent permissible under the circumstances, and such Company Entity shall reasonably cooperate with such Supporting Noteholder (at such Company Entity’s sole expense) in seeking a protective order or other appropriate remedy or waiver of compliance with such requirement; provided further that: (x) the principal amount of Relevant Notes held collectively by all Supporting Noteholders in the aggregate from time to time may be set out in any public disclosure, including, without limitation, press releases and court materials, produced by the Companies, all in form and substance satisfactory to The Cannabist Company and the Requisite Supporting Noteholders, and (y) the Companies may disclose the identity of a Supporting Noteholder in any action to enforce this Term Sheet and/or the Support Agreement against such Supporting Noteholder (and only to the extent necessary to enforce this Term Sheet and/or the Support Agreement against such Supporting Noteholder).

Notwithstanding anything to the contrary in Section 10(1), each Supporting Noteholder consents to the issuance of the press release substantially in the form attached hereto as Schedule F.

Notwithstanding anything herein to the contrary, this Support Agreement applies only to each Supporting Noteholder’s Debt (including any Additional Notes) and to each Supporting Noteholder solely with respect to its legal and/or beneficial ownership of, or its investment and voting discretion over, its Relevant Notes and Debt (including any Additional Notes) , and not, for greater certainty, to any securities, loans or obligations that may be held by any client of such Supporting Noteholder whose funds or accounts are managed by such Supporting Noteholder where those funds or accounts are not otherwise subject to this Support Agreement (including, for greater certainty, where such funds or accounts become subject pursuant to any Transfer permitted under Section 5(d)(i)) and, without limiting the generality of the foregoing, shall not apply to:

any securities, loans or other obligations that may be held, acquired or sold by, or any activities, services or businesses conducted or provided by, any group or business unit within or Affiliate of a Supporting Noteholder: (i) that has not been involved in and is not acting at the direction of or with knowledge of the Companies’ affairs provided by any person involved in the Transaction discussions; or (ii) is on the other side of an information firewall with respect to the officers, partners and employees of such Supporting Noteholder who have been working on the Transaction and is not acting at the direction of or with knowledge of the Companies’ affairs provided by any officers, partners and employees of such Supporting Noteholder who have been working on the Transaction;

any securities, loans or other obligations that may be beneficially owned by clients of a Supporting Noteholder, including accounts or funds managed by the Supporting Noteholder; or

any securities, loans or other obligations that may be beneficially owned by clients of a Supporting Noteholder that are not managed or administered by the Supporting Noteholder.

Subject to Section 12(1), nothing in this Support Agreement is intended to preclude a Supporting Noteholder from engaging in any securities transactions, subject to the agreements set forth herein with respect to the Supporting Noteholder’s Relevant Notes and Debt and compliance with applicable securities Laws.

The headings in this Support Agreement are for reference only and shall not affect the meaning or interpretation of this Support Agreement.

Unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders.

This Support Agreement (including the Term Sheet and the other schedules attached to this Support Agreement and any agreements contemplated thereunder) constitutes the entire agreement and supersede all prior agreements and understandings, both oral and written, among the Parties with respect to the subject matter hereof.

This Support Agreement may be modified, amended or supplemented as to any matter in writing (which may include e-mail) by The Cannabist Company and the Requisite Supporting Noteholders; provided that any amendment, supplement or modification that materially adversely affects any of the Supporting Noteholders in a disproportionate manner shall require the written approval of the adversely affected Supporting Noteholder; provided further that any amendment to this Section 12(6) or the definition of “Requisite Supporting Noteholders” shall require the consent of each Supporting Noteholder.

Any Person signing this Support Agreement in a representative capacity (a) represents and warrants that he/she is authorized to sign this Support Agreement on behalf of the Party he/she represents and that his/her signature upon this Support Agreement will bind the represented Party to the terms hereof, and (b) acknowledges that the other Parties hereto have relied upon such representation and warranty.

Any provision of this Support Agreement may be waived if, and only if, such waiver is in writing (which may include e-mail) by the Party against whom the waiver is to be effective. A waiver by the Supporting Noteholders will require the written agreement (which may include e-mail) of the Requisite Supporting Noteholders in order to be effective. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise.

The Companies shall be entitled to rely on written confirmation from Goodmans LLP and/or Feuerstein Kulick LLP (which may include e-mail) that the Requisite Supporting Noteholders have agreed, waived, consented to or approved a particular matter pursuant to this Support Agreement. The Supporting Noteholders shall be entitled to rely on written confirmation from Stikeman (which may include e-mail) that one or more of the Companies has agreed, waived, consented to or approved a particular matter pursuant to this Support Agreement.

Any date, time or period referred to in this Support Agreement shall be of the essence except to the extent to which The Cannabist Company and the Requisite Supporting Noteholders agree in writing (including e-mail) to vary any date, time or period, in which event the varied date, time or period shall be of the essence.

The agreements, representations and obligations of the Supporting Noteholders under this Support Agreement are, in all respects, several and not joint and several.

This Support Agreement shall be governed by, construed and interpreted in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein (excluding any conflict of laws rule or principle which might refer such construction to the Laws of another jurisdiction) and all actions or proceedings arising out of or relating to this Support Agreement shall be heard and determined exclusively in the courts of the Province of Ontario.

It is understood and agreed by the Parties that money damages would not be a sufficient remedy for any breach of this Support Agreement and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy of any such breach, including an order by a court of competent jurisdiction requiring any Party to comply promptly with any of such obligations.

Unless expressly stated otherwise herein, (a) this Support Agreement is intended to solely bind and inure to the benefit of the Parties and their respective successors, permitted assigns, heirs, executors, administrators and representatives, and (b) no other person or entity shall be a third party beneficiary hereof.

No Party may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Support Agreement without the prior written consent of the other Parties hereto.

All notices, requests, consents and other communications hereunder to any Party shall be deemed to be sufficient if contained in a written instrument delivered in person or sent by internationally-recognized overnight courier or e-mail. All notices or deliveries required or permitted hereunder shall be deemed effectively given: (a) upon personal delivery to the Party to be notified; (b) when sent by e-mail; (c) two (2) Business Days after deposit with an internationally recognized overnight courier, specifying delivery within the next two (2) Business Days, with written verification of receipt; or (d) upon receipt of delivery in accordance with instructions given by the Party receiving the delivery. Any Party may change the address to which notice should be given to such Party by providing written notice to the other Parties hereto of such change. The address and e-mail for each of the Parties shall be as follows:

If to the Companies at:

If to one or more of the Supporting Noteholders at:

If any term, provision, covenant or restriction of this Support Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions, including terms, covenants and restrictions, of this Support Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify this Support Agreement to preserve each party’s anticipated benefits under this Support Agreement.

Except as explicitly provided for herein, and notwithstanding any termination of this Support Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair or restrict the ability of any Party to protect and preserve its rights, remedies and interests, and each Party fully reserves any and all of its rights. Nothing herein shall be deemed an admission of any kind.

This Support Agreement may be executed by electronic means and in one or more counterparts, all of which shall be considered one and the same agreement.

This Support Agreement may be executed (including by electronic means) in any number of counterparts, each of which (including any electronic transmission of an executed signature page), is deemed to be an original, and such counterparts together constitute one and the same agreement.

The Companies acknowledge and expressly stipulate that, after the commencement of the Proceedings, the giving of notice of default or termination and exercise of termination rights under this Support Agreement by any other Party pursuant to this Support Agreement shall not be a violation of any stay under the CBCA or otherwise, and the Companies hereby waive, to the fullest extent permitted by law, the applicability of any such stay solely as it relates to any such notice or exercise.

This Support Agreement is not and shall not be deemed to be an offer or a distribution with respect to any securities or solicitation of votes for the acceptance of a plan of reorganization for purposes of sections 1125 and 1126 of the United States Code, 11 U.S.C. §§ 101–1532 or otherwise.

Each Party acknowledges that it has had an opportunity to receive information from The Cannabist Company and that it has been represented by counsel in connection with this Support Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Support Agreement against such Party based upon lack of legal counsel will have no application and is expressly waived.

Canadian / CDS or

DTC Participant (if applicable)

Canadian / CDS or

DTC Participant (if applicable)

Canadian / CDS or

DTC Participant (if applicable)

Canadian / CDS or

DTC Participant (if applicable)

Canadian / CDS or

DTC Participant (if applicable)

Canadian / CDS or

DTC Participant (if applicable)

Canadian / CDS or

DTC Participant (if applicable)

Each holder of 2027 Notes shall elect to exchange their 2027 Notes for either:

(i) (A) New Senior Secured Notes on a 1:1 basis; and (B) its pro-rata amount of the Share Payment (a “New Senior Note Election”); or

(ii)  New convertible notes (the “New Convertible Notes” and together with New Senior Secured Notes, the “New Notes”) on a 1:1 basis (a “Convertible Note Election”).

Any holder of 2027 Notes that fails to make a New Senior Note Election by a deadline to be set forth in the Plan shall be deemed to make the Convertible Note Election.

•  Principal Amount: Equal to the obligations owing under the 2025 Notes ($59.5 million), plus the 2026 Notes ($185 million), plus the portion of 2027 Notes held by holders of 2027 Notes electing the New Senior Note Election.

•  Interest Rate: 9.25%, payable in cash.

•  Maturity:

•  Maturity Date: December 31, 2028.

•  Extension Options: Two six-month extension options available to the Company upon payment of 50bps fee in cash, provided, however, that any such extension shall require Cannabist to concurrently extend the maturity date of the New Convertible Notes to the same date.

•  Principal Amount: Equal to the portion of 2027 Notes held by holders of 2027 Notes making a Convertible Note Election.

•  Interest Rate: 9.0%, payable in cash.

•  Maturity:

•  Maturity Date: December 31, 2028.

•  Extension Options: Two six-month extension options available to the Company upon payment of 50bps fee in cash, provided, however, that any such extension shall require Cannabist to concurrently extend the maturity date of the New Senior Secured Notes to the same date.

•  Conversion Feature: The New Convertible Notes will retain the same conversion price and features as the 2027 Notes.

For avoidance of doubt, the New Convertible Notes will rank pari passu to the New Senior Secured Notes.

•  Early Consent Consideration: $1.5 million, shall payable upon Closing (the “Early Consent Consideration”) to each Early Supporting Noteholder receiving New Senior Secured Notes, which at the Company’s option, may be payable in one of two forms of consideration: by either (i) payment in cash, or (ii) transfer of such number of common shares in the capital of Verano Holdings Corp. (“Verano Common Shares”) owned by Cannabist, divided by the 30-day Volume-Weighted Average Price of the Verano Common Shares. The Early Supporting Noteholders receiving New Senior Secured Notes shall be paid the Early Consent Consideration on a pro-rata basis. For avoidance of doubt, the holders of 2027 Notes, including Early Supporting Noteholders, making a Convertible Note Election shall not be entitled to the Early Consent Consideration.

•  “Early Supporting Noteholder” means a Supporting Noteholder party to the Support Agreement as date hereof or any other holder of Notes which executes a joinder to the Support Agreement by the Early Consent Consideration Deadline.

•  “Early Consent Consideration Deadline” means 5:00 p.m. (Toronto time) on March 10, 2025, or such late date as agreed between the Company and the Requisite Supporting Noteholders.

New Warrants

•  Upon closing of the Transaction (the “Closing”), Cannabist shareholders as of immediately prior to Closing will be issued 118,246,947 new warrants to acquire common shares, corresponding to 20.0% of the issued and outstanding common shares of Cannabist, on a pro-forma and fully-diluted basis (the “New Warrants”).

•  The New Warrants will have a cash exercise price equal to $Cdn.0.14.

•  The New Warrants will expire on the second anniversary of Closing.

•  Proceeds from any exercise of New Warrants will be used by the Company as follows:

•  40% for open market New Note purchases, which shall be conducted through an appropriate broker, and where offered at par, shall be offered to each series of notes ratably; and

•  60% for general corporate purposes.

•  The New Warrants will be issued pursuant to a warrant agency agreement to be entered into between the Company and the Trustee (the “Warrant Agency Agreement”).

Lock-Up

•  100% of the New Shares shall be subject to a lock-up until six months following Closing.

•  50% of the New Shares shall be subject to a lock-up (on a pro rata basis for each Noteholder) until 12 months following Closing.

Governance

•  At Closing, Cannabist will select two (2) qualified independent directors with no affiliation to competitors and who are “independent” within the meaning of National Instrument 52-110 Audit Committees (the “AHC Nominees”) from a slate of candidates (which slate shall be no less than three (3) candidates) that will be provided to Cannabist by the Supporting Noteholders to be added to the board of directors of the Company (the “Board”).

•  Until the New Notes are refinanced or repaid in full, the Supporting Noteholders shall have the right to nominate the AHC Nominees, beginning as of Cannabist’s 2025 annual general meeting (the “2025 AGM”); provided, that the Closing has occurred on or before the date that is 14 days prior to the date of mailing of the management information circular for such meeting, or if Closing has not occurred as of such date, as soon as feasible after Closing (the “Appointment Date”); provided, further, that if not appointed by the Cannabist shareholders at the 2025 AGM, the AHC Nominees will be appointed by the Board promptly and as soon as reasonably practicable thereafter.

•  Four (4) of Cannabist’s director positions will be eliminated as of the 2025 AGM if Closing has occurred on or before such meeting, resulting in a seven-person Board (pro forma for the addition of the AHC Nominees). For avoidance of doubt, the Company shall not increase the size of the Board above seven (7) directors without the consent of the Supporting Noteholders for as long as the Supporting Noteholders have the right to nominate the AHC Nominees.

•  The Chairman of the Board shall be subject to approval by a majority of the independent directors of the Company.

•  Upon Closing, the AHC Nominees shall be entitled to participate as observers in meetings of the Board until the later of: (i) the Appointment Date, and (ii) the date on which the AHC Nominees have received applicable regulatory approval(s) under U.S. State law, at which time they will be able to act in their full authority as directors of the Company.

Conditions to Closing

•  All definitive documentation implementing the Transaction shall be consistent with this Summary of Terms, other changes reasonably acceptable to the Company and the Supporting Noteholders.

•  Receipt of all necessary stock exchange and, if applicable, shareholder approvals.

Credit Support

•  All Restricted Subsidiaries (as defined in the existing Indenture) as of the Closing to become joint and several guarantors of the New Notes.

•  All Restricted Subsidiaries to provide blanket liens, equity pledges and mortgages, in all assets and properties (subject to Excluded Property, to be defined as set forth in Annex 2 hereto) and join the Guarantee and a U.S. Security Agreement.

•  Net Consolidated Leverage Requirement: Commencing March 31, 2026, the Net Consolidated Leverage Ratio shall not exceed following:

March 31, 2026

June 30, 2026

September 30, 2026

December 31, 2026

March 31, 2027

June 30, 2027

September 30, 2027

December 31, 2027 and at all times thereafter

•  The Net Consolidated Leverage Ratio shall be tested on a quarterly basis, provided, that no more than $45 million of cash on hand may be netted in such calculation.

•  For purposes of testing the Net Consolidated Leverage Ratio: (i) cash shall include cash, cash equivalents and Verano Common Shares owned by the Company valued at 75% of the 5-day Volume-Weighted Average Price, but for the avoidance of doubt shall exclude restricted cash; and (ii) Indebtedness shall be defined as set forth in Annex 1 hereto. Notwithstanding the foregoing, taxes shall be excluded in the calculation of Net Consolidated Leverage Ratio so long as the amount of such taxes (excluding, for greater certainty, any tax obligations arising from any asset sales) that are overdue and unpaid do not exceed the lesser of: (i) the amount set forth in the disclosure letter delivered in connection with the Support Agreement (the “Disclosure Letter”) by more than 22.5% for such period, or (ii) $250,000,000 (the excess of the lesser of (i) and (ii), the “Tax Overage Amounts”), then such Tax Overage Amount shall be included as Indebtedness for purposes of the Net Consolidated Leverage Ratio.

•  Minimum Liquidity Requirement: Commencing September 30, 2025, the Company’s liquidity based on cash and cash equivalents held in (i) accounts subject to control agreements in favor of the Trustee (“Controlled Accounts”), and (ii) Excluded Accounts (as defined below), on a consolidated basis shall not fall below $15 million at any time from and at all times after September 30, 2025.

•  For purposes of testing minimum liquidity, cash and cash equivalents shall include Verano Common Shares owned by the Company valued at 66.67% of the 5-day Volume-Weighted Average Price.

•  Asset Sales – Required Consents:

•  Any asset sales with expected proceeds greater than $5.0 million shall be subject to unanimous approval by the AHC Nominees; provided, that: (i) pending or contemplated asset sales disclosed to the Advisors in the Disclosure Letter that have been previously approved by the Supporting Noteholders (“Approved Sales”) shall only require approval by a majority of the Board; and (ii) pending or contemplated asset sales disclosed to the Advisors in the section titled “Unapproved Sales” in the Disclosure Letter that were not approved by the Supporting Noteholders prior to the date hereof shall require unanimous approval of the Board; provided, further, that a consent fee shall be paid to all Early Supporting Noteholders receiving New Senior Secured Notes in an amount equal to $1.5 million, with $750,000 to be paid in cash on each of the following milestones: (i) the date on which the Company has received aggregate asset sale proceeds for Approved Sales equal to or greater than $15 million; and (ii) the date on which the Company has received aggregate sale proceeds for Approved Sales equal to or greater than $20 million.

•  Any asset sale where less than 75% of the aggregate consideration is payable in cash shall be subject to approval by two-thirds (2/3) of the Board, unless the expected proceeds are in excess of $5.0 million, in which case, such sale shall be subject to unanimous approval by the AHC Nominees as set forth above.

•  Any asset sale while an Event of Default has occurred and is continuing shall be subject to unanimous approval of the Board.

•  Notwithstanding anything else to the contrary herein, any asset sale transaction which constitutes a Change of Control (as defined in the existing Indenture) or which requires the consent of the holders of New Notes under the A&R Indenture (as defined below) shall only require approval by a majority of the Board, in addition to the consents from holders required under the Indenture, if any.

•  Asset Sale Proceeds:

•  The first $36.5 million of proceeds from Approved Sales which have closed on or before March 31, 2026, may be used for general corporate purposes (“Retained Proceeds”).

•  The use of any asset sale proceeds other than Retained Proceeds for any purpose other than a mandatory repayment of debt to holders of New Notes must be approved by a majority of the independent directors of the Board; provided, that prior to such proceeds being used for debt repayment, the Company will have 274 days to make open market Note repurchases before retiring at par.

•  Notwithstanding the above, if the Company realizes more than $40 million in proceeds from sale of Verano Common Shares (after payment of the Early Consent Consideration to Early Supporting Noteholders) on or before March 31, 2026, any incremental proceeds shall be used for open market New Note repurchases.

•  Repurchase Upon Asset Sales: Repurchases to be subject to minimum thresholds to prevent an obligation to undertake a formal tender bid to repurchase de minimis amounts.

•  Incurrence Covenants: Attached as Annex 1 hereto.

Other

•  Affiliate Transactions: Subject to further diligence and definition of “insider transactions”.

•  Security: Require that collateral includes all of Company’s and each Restricted Subsidiary’s real and personal property (and real property to the extent owned by an Unrestricted Subsidiary to the extent required hereunder), equity interests in both the Restricted Subsidiaries and in the Unrestricted Subsidiaries (as defined in the existing Indenture); provided, that the Company shall only be required to use commercially reasonable efforts to provide holders of New Notes with a second priority mortgage within 120 days after Closing with respect to the entities and the properties set forth in the Disclosure Letter that are subject to an existing mortgage. Any liens on real property will be subject to release in the event the Board approves a sale lease back transaction or other mortgage transaction from another lender; provided, that such transaction is for fair market value; provided, further, that 50% of the net proceeds of such transaction are used to repurchase Notes in the open market and 50% are used for mandatory redemption of the New Notes.

•  DACAs: The Company to use commercially reasonable efforts to provide DACAs 120 days post-Closing for accounts in favor of the Company and Restricted Subsidiaries; provided, that the Company shall not be required to provide any DACAs in respect of the entities agreed to be excepted from such requirements as set forth in the Disclosure Letter (the “Excluded Accounts”).

•  Amendments/Waivers: consistent with the existing Indenture.

•  Management Incentives: In addition to the Company’s standard compensation practices, Management Incentive Program to be mutually agreed between Cannabist and the Supporting Noteholders, which will be subject to approval by the Compensation Committee of the Board following review by the Company’s third-party executive compensation consultants. To be agreed amount of cash and equity allocated by post-Transaction Board.

•  Standstill Covenants: Holders of New Notes shall enter into customary standstill arrangements with Cannabist in respect of the New Shares for a period of six (6) months following Closing.

•  Financial Advisor: Beginning on March 31, 2026, a third party financial advisor (the “Financial Advisor”) shall be retained by the Trustee on behalf of the holders of New Notes (or retained directly by the holders of New Notes, if the Trustee is unable to retain the Financial Advisor) at the Company’s expense, to receive and review Required Reporting (as hereinafter defined) for the period ended March 31, 2026 and thereafter, on a restricted professional-eyes-only basis, which such Required Reporting shall be delivered to the Trustee and the Financial Advisor contemporaneously with the provision or deemed provision of quarterly financials. The Financial Advisor shall be mutually agreed between the Company and the Supporting Noteholders, and to the extent the parties are unable to agree on a Financial Advisor, the parties shall appoint the entity listed in the Disclosure Letter. In addition to the foregoing, the A&R Indenture shall allow the Financial Advisor to advise the Trustee of its findings following a review of the compliance certificate and Required Reporting, which findings shall be provided contemporaneously to the Company by the Financial Advisor. In addition, upon request from the Financial Advisor, the Company will deliver a copy of the Financial Advisor’s findings to its audit committee and the Board.

•  The Transaction will be implemented pursuant to a plan of arrangement under the Canada Business Corporations Act (the “Plan”). The Plan shall include customary terms and conditions consistent with this Summary of Terms, in form and substance reasonably acceptable to the Company and the Supporting Noteholders, evidencing such parties’ intent to support all actions and transactions necessary for Closing.

•  Manner of transaction implementation shall be acceptable in form and substance to the Company and the Supporting Noteholders, subject to state and other regulatory approvals, as necessary.

•  Transaction to be implemented in a tax efficient manner.

•  Transaction implementation pursuant to the Plan.

•  As set forth in the Support Agreement, The Cannabist Company Holdings (Canada) Inc. (“Cannabist Canada Holdings”) shall become a co-issuer under the Senior Notes and subsequently serve as the Canada Business Corporations Act applicant entity and, upon Closing, the Company and Cannabist Canada Holdings will be co-issuers of the New Notes. The foregoing shall be reflected in documentation and shall be reasonably acceptable to the Company and the Supporting Noteholders.

Current

Language

Agreed Revisions to Indenture

“Permitted Investments”

Other Investments up to the greater of $25 million or 0.3 times Consolidated EBITDA.

“Permitted Liens”

Additional liens on Indebtedness up to the greater of US$25 million or 6.5% of Consolidated Net Tangible Assets.

Current

Language

Agreed Revisions to Indenture

Section 7.6(a)(i) – Designation of Restricted and    Unrestricted Subsidiaries

[Additional Guarantors]

Guarantee refers to Indenture Section 7.18 which should describe the obligation to add Restricted Subs as Guarantors.

The Board may designate a Restricted Subsidiary as Unrestricted if, post-designation, Restricted Subsidiaries hold at least 85% of Consolidated Net Tangible Assets, excluding pre-existing Unrestricted Subsidiaries.

All existing unrestricted subsidiaries to remain unrestricted following completion of the CBCA.

The Company shall not be permitted to unrestrict any additional subsidiaries on a go-forward basis.

Agree to $10mm general Restricted Payment and Permitted investment basket.

Ordinary course Restricted Payment baskets to remain intact, subject to ongoing discussion related to grower baskets within such ordinary course Restricted Payment baskets.

Current

Language

Agreed Revisions to Indenture

•  (a) The Issuer and its Restricted Subsidiaries are prohibited from incurring Indebtedness or issuing Disqualified Stock unless the Consolidated Fixed Charge Coverage Ratio for the most recent four quarters is at least 2.0:1.0, determined on a pro forma basis.

•  (b)(i) Ability to incur pari debt up to the greater of US$350 million or (B) three times the Issuer’s Consolidated EBITDA

•  (b)(ii) Lease Obligations up to the greater of $75 million and (B) 20% of the Issuer’s Consolidated Net Tangible Assets

•  (b)(xix) Unsecured debt up to the greater of US$50 million or (B) 3x Consolidated EBITDA

Debt baskets as follows:

(i) $10mm secured borrowings (corresponding to the general lien basket);

(ii)  $10mm unsecured indebtedness, and

(iii)  $15mm in additional Notes (which will rank pari passu with the New Senior Secured Notes), provided that additional Notes are subject to a requirement for the company to use commercially reasonable efforts, including engaging a broker, to raise equity in an amount equal to at least half of the amount of notes intended to be raised; provided further that such commercially reasonable efforts to raise equity must be within 120 days prior to such new Notes being issued; and such new Notes will mature at least 91 days after the extended maturity date.

Current

Language

Agreed Revisions to Indenture

(a) Interest Payment – 30 days.

(e) Fail to comply with any agreement in the Indenture for 60 days (or 90 days in case of a Reporting Failure) after receiving written notice from the Trustee or Holders of at least 25% of the outstanding Notes.

(f) Defaults under other instruments in the indenture of $50mm+ – 30 days (increased from $25mm in the original indenture by Section 2.22 of the Fourth Supplement w/r/t the 2026 notes).

(g) Judgements of $25mm+ – 60 days.

(j) Liquidation order – 60 days.

(k) Failure to maintain first priority, after written notice – 5 BD.

(a) Interest Payment – 30 days.

(e) Fail to comply with any agreement in the Indenture for 60 days (including 60 days in case of a Reporting Failure) after receiving written notice from the Trustee or Holders of at least 25% of the outstanding Notes.

(f) Defaults under other instruments in the indenture of $25mm+ – 30 days

(g) Judgements of $15mm+ – 60 days.

(j) Liquidation order – 60 days.

(k) Failure to maintain first priority, after written notice – 5 BD.

an amount equal to any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

all extraordinary, unusual or non-recurring items of loss or expense, including restructuring costs not otherwise defined in subsection (f) hereof, to the extent deducted in computing such Consolidated Net Income provided that the amount added back hereunder, together with any amounts added back pursuant to subsection (h) hereof shall not exceed 12.5% of Consolidated EBITDA for any four fiscal quarter period ending on such date (calculated prior to giving effect to any adjustment pursuant to this clause (b)); plus

provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

Consolidated Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that any such Consolidated Fixed Charges were deducted in computing such Consolidated Net Income; plus

depreciation, depletion, amortization (including amortization of intangibles and deferred financing costs but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, depletion, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

severance costs, costs related to closing facilities, and costs related to lease buy-outs; provided that in each case such costs or charges were deducted in calculating Consolidated Net Income for such period; plus

[reserved]

the amount of any one-time and non-recurring costs relating to opening or relocating facilities, signing, retention and completion bonuses, costs incurred in connection with any strategic initiatives, transition and other business optimization expenses and project start-up costs; provided that the aggregate amount for all cash items added pursuant to this clause (h) together with any amounts added back pursuant to subsection (b) hereof shall not exceed 12.5% of Consolidated EBITDA for any four fiscal quarter period ending on such date (calculated prior to giving effect to any adjustment pursuant to this clause (h)); plus

the amount of identified cost savings projected by the Issuer in good faith to result from actions taken or expected to be taken not later than twelve months after the end of such period (which identified cost savings shall be calculated as though they had been realized on the first day of the period for which Consolidated EBITDA is being determined); provided that (x) such cost savings are reasonably identifiable and factually supportable and (y) the aggregate amount of cost savings added pursuant to this clause (i) for any date for the four fiscal quarter period ending on such date shall not exceed, 10% of Consolidated EBITDA for any four fiscal quarter period ending on such date (calculated prior to giving effect to any adjustment pursuant to this clause (i)); plus

all expenses related to restricted stock, redeemable stock or stock options interests granted to officers, directors and employees, to the extent such expenses were deducted in computing such Consolidated Net Income; plus

all non-cash items decreasing such Consolidated Net Income for such period; minus

non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business; plus

all expenses and costs incurred in connection with the CBCA restructuring and issuance of the New Notes that are paid within 180 days after the Closing,

in respect of borrowed money;

evidenced by bonds, Notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

in respect of banker’s acceptances;

in respect of Lease Obligations and purchase money obligations entered into by such Person;

all obligations to pay the deferred and unpaid of the purchase price of any property or services (other than trade payables incurred in the ordinary course of business and repayable in accordance with customary trade practices and, for the avoidance of doubt, other than royalty payments payable in the ordinary course of business in respect of non-exclusive licenses) and any earn-out or similar obligations (unless subject to a bona fide dispute);

representing Disqualified Stock valued as provided in the definition of the term “Disqualified Stock;”

representing Hedging Obligations; or

all preferred stock issued by such Person, if such Person is a Restricted Subsidiary or the Issuer and is not a Guarantor.

any obligation arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such obligation is extinguished within five Business Days of its incurrence;

any obligation arising from any agreement providing for indemnities, guarantees, purchase price adjustments, holdbacks, contingency payment or earnout obligations based on the performance of the acquired or disposed assets, subordinated vendor takeback loan or similar obligations (other than guarantees of Indebtedness) customarily Incurred by any Person in connection with the acquisition or disposition of any assets, including Capital Stock, in an aggregate amount not to exceed $3.0 million at any one time outstanding;

any indebtedness that has been defeased in accordance with GAAP or defeased pursuant to the irrevocable deposit of cash or Cash Equivalents (in an amount sufficient to satisfy all obligations relating thereto at maturity or redemption, as applicable, including all payments of interest and premium, if any) in a trust or account created or pledged for the sole benefit of the holders of such indebtedness, and subject to no other Liens, and in accordance with the other applicable terms of the instrument governing such indebtedness; provided, however, if any such defeasance shall be terminated prior to the full discharge of the Indebtedness for which it was Incurred, then such Indebtedness shall constitute Indebtedness for all relevant purposes of this Indenture; and

any item that would not appear as a liability upon a balance sheet of the specified Person in accordance with GAAP.

the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

finalize the A&R Indenture, in form and substance reasonably acceptable to the Company and the Requisite Supporting Noteholders, by no later than March 24, 2025;

file the application in the Proceedings seeking the Interim Order by no later than March 24, 2025; and

obtain Court approval of the Final Order by no later than May 5, 2025 (subject to Court availability and receipt of the Interim Order in a timely manner following filing of the applications).

Custodian / CDS or

DTC Participant (if applicable)

All capitalized terms not otherwise defined will have the meanings given to them in the Plan.

Senior Note Exchange: The holders of the Senior Notes will receive, pursuant to the Plan, an equal principal amount of New Notes in an aggregate amount of approximately US$270 million, which will be guaranteed by the Company and each of its direct and indirect subsidiaries (other than certain existing unrestricted subsidiaries), and the New Notes shall be secured by all or substantially all of the assets and properties of the Company and each guaranteeing subsidiary, subject to certain exemptions. The New Notes will also contain new covenants including a net consolidated leverage ratio requirement, minimum liquidity requirement, consent fees for asset sales and incurrence covenants.

Issuance of New Shares: The Company will also issue 118,209,105 common shares (the “New Shares”), representing 24.99% of the issued and outstanding shares of the Company, on a pro rata basis to holders of Senior Notes who elect to receive New Senior Notes (the “Share Payment”). Holders of 2027 Notes who elect to receive New Convertible Notes will not be entitled to any portion of the Share Payment. 100% of the New Shares will be subject to a 6-month contractual lock-up from the closing of the Transaction, and 50% of the New Shares will be subject to a 12-month contractual lock-up from the closing of the Transaction.

Early Consent Consideration: Supporting Noteholders and any other holder of Senior Notes who executes a joinder to the Support Agreement prior to 5:00 p.m. (New York time) on March 10, 2025 (or such later date as may be agreed by the Company and certain Supporting Noteholders) (collectively, “Early Supporting Noteholders”) who receive New Senior Notes will also receive their pro rata share of a $1,500,000 early consent fee payable by the Company to such Early Supporting Noteholders on closing of the Transaction (the “Early Consent Consideration”). The Early Consent Consideration shall be payable by the Company in cash or through transfer of publicly traded securities of a third-party issuer owned by the Company, at the Company’s option. Holders of 2027 Notes, including Early Supporting Noteholders, who elect to receive New Convertible Notes will not be entitled to any portion of the Early Consent Consideration.

Additional Early Consent Fee: Early Supporting Noteholders who receive New Senior Notes will also receive their pro rata share of a $1,500,000 asset sale consent fee (the “Asset Sale Early Consent Fee”) payable by the Company to such Early Supporting Noteholders in two equal instalments on: (i) the date on which the Company has received aggregate asset sale proceeds for certain pending or contemplated asset sales disclosed to and approved by the Supporting Noteholders (“Approved Sales”) equal to or greater than $15,000,000; and (ii) the date on which the Company has received aggregate sale proceeds for Approved Sales equal to or greater than $20,000,000. Holders of 2027 Notes, including Early Supporting Noteholders, who elect to receive New Convertible Notes will not be entitled to any portion of the Asset Sale Early Consent Fee.

Convertible Notes: The New Convertible Notes will retain the same conversion price and features as the 2027 Notes, though the maturity date of the New Convertible Notes issued pursuant to the Plan will be extended to the same maturity as the New Senior Notes.

Anti-Dilutive Warrants: In order to reduce the dilutive effect of the New Shares on existing shareholders of the Company, the existing shareholders of the Company (excluding the recipients of the New Shares) will be granted new common share purchase warrants (the “Anti-Dilutive Warrants”) to acquire an aggregate of 118,246,947 million newly issued common shares, representing approximately 20% of the common shares on a pro forma, diluted basis (after taking into consideration the issuance of the New Shares). The Anti-Dilutive Warrants will be exercisable at $Cdn.0.14 per common share for a period of two years from the closing of the Transaction.

Governance Rights: At closing of the Transaction, the Company will select two (2) qualified independent directors with no affiliation to competitors (the “Independent Directors”) from a slate of candidates provided by the Supporting Noteholders, to be added to the board of directors of the Company (the “Board”). Until the New Notes are refinanced or repaid in full, the Supporting Noteholders shall have the right to nominate two (2) Independent Directors for election to the Board, beginning as of the Company’s 2025 annual general meeting. Four (4) of The Cannabist Company’s director positions will be eliminated as of the 2025 annual general meeting if closing has occurred by such meeting, resulting in a seven-person board (pro forma for the addition of two (2) new Independent Directors described above). The Chair of the Board shall be subject to approval by the independent directors of the Board.

Grant Kassel

Managing Director

***@***

(212) 883-3643

Cullen Murphy

Managing Director

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(212) 883-4238