TRLV 8-K
Trulieve Cannabis Corp. (TRLV)
8-K
2026-06-04
For: 2026-06-03
View Original
Added on
June 04, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
___________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 3, 2026
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(Exact Name of Registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices and zip code)
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(Registrant’s telephone number, including area code)
Not Applicable
(Registrant’s name or former address, if change since last report)
___________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| N/A | N/A | N/A | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. o
Item 1.01 Entry into a Material Definitive Agreement.
On June 3, 2026, Trulieve Cannabis Corp. (the “Company”) and its indirect wholly-owned subsidiary, Harvest Enterprises Holdings, Inc. (“Company Subsidiary”), entered into several agreements to facilitate the deconsolidation of the financial results of its former indirectly wholly-owned subsidiary, Harvest Enterprises, LLC (“Harvest”), from the Company’s financial results in accordance with U.S. generally accepted accounting principles (the “Deconsolidation Transaction”) and segregate the Company’s mixed-use cannabis business from its medical cannabis business in order to apply to list the Company’s subordinate voting shares on the New York Stock Exchange (the “NYSE”). As further described below, as a result of the implementation of the Deconsolidation Transaction, Company Subsidiary holds non-voting and non-participating units (the “Non-Voting Units”) in the capital of Harvest, which now holds the Company’s former mixed-use cannabis business, other than businesses the transfer of which is subject to regulatory approval, which businesses will, automatically and without any action on the part of the Company or any other party, transfer to Harvest upon the receipt of regulatory approval. The Non-Voting Units do not carry voting rights or rights to receive dividends, do not provide the Company with the ability to direct the business, operations or activities of Harvest, or provide other rights upon dissolution of Harvest, and are only convertible into Class B units of Harvest (the “Common Units”) following the date that the NYSE permits the listing of companies that consolidate the financial statements of companies that cultivate, distribute or possess marijuana (as defined in 21 U.S.C 802) for non-medical uses in the United States (the “Stock Exchange Permissibility Date”).
In connection with the Deconsolidation Transaction, among other things:
i.Harvest and its members (including Company Subsidiary), entered into a limited liability company agreement, dated June 3, 2026 (the “LLC Agreement”), which provides for, among other things, three classes of units (the “Units”): the Class A units (the “Voting Units”), the Common Units and the Non-Voting Units. The Harvest Investor (as defined below) holds all of the Voting Units, which provide for standard voting and dividend rights, including rights upon dissolution of Harvest. The Common Units also provide for standard voting and dividend rights, including rights upon dissolution of Harvest. The LLC Agreement provides that upon conversion of all of the Non-Voting Units into Common Units, the Voting Units will be equal to no less than 10% of the total issued and outstanding Units following such issuance. Accordingly, in no circumstances will Company Subsidiary, at the time of such conversions, own more than 90% of the Units. In addition, pursuant to the terms of the LLC Agreement, Company Subsidiary has the right to appoint one member to the Harvest board of managers (the “Harvest Board”) and the Harvest Investor has the right to appoint two members to the Harvest Board.
ii.Harvest and the Company entered into a Class A Unit Purchase Agreement (the “Class A Unit Purchase Agreement”) with Whitley Holding 05192026, LLC (the “Harvest Investor”), dated June 3, 2026, pursuant to which, among other things, the Harvest Investor acquired Voting Units representing a 10% economic ownership interest in Harvest for approximately $14.8 million (the “Investment”). In connection with the Investment, the Harvest Investor appointed Frank Whitley and Rudy Rowe to the Harvest Board and Company Subsidiary appointed Kim Rivers to the Harvest Board.
iii.The Company, Company Subsidiary and Harvest entered into a protection agreement, dated June 3, 2026 (the “Protection Agreement”), to provide for certain covenants in order to preserve the value of the Non-Voting Units held by Company Subsidiary until such time as the Non-Voting Units are converted into Common Units in accordance with their terms, provided that, such conversion shall only be permitted following the Stock Exchange Permissibility Date, but does not provide the Company or Company Subsidiary with the ability to direct the business, operations or activities of Harvest.
In connection with the Deconsolidation Transaction, the Company and Harvest entered into a management services agreement (the “MSA”), pursuant to which, among other things, a subsidiary of the Company agreed to provide certain consulting, advisory and administrative services to Harvest for a fee arrangement consisting of reimbursement of costs plus a 5% margin, subject to a cap. Each of the parties to the MSA has the ability to terminate the MSA at any time upon 90 days’ notice.
The foregoing descriptions of the LLC Agreement, the Class A Unit Purchase Agreement and the Protection Agreement do not purport to be complete and are qualified by reference to the full text of such agreements, which are attached to this Current Report on Form 8-K (“Current Report”) as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.
The Company expects to disclose in its quarterly report for the quarter ended June 30, 2026 (the “Q2 10-Q”) that as a result of the Deconsolidation Transaction (i) the Company will consolidate the financial results of Harvest up to June 3, 2026, and (ii) as of June 3, 2026, the Company has deconsolidated the financial results Harvest and has a non-controlling interest in Harvest as of such date. The Company expects to file the Q2 10-Q by August 7, 2026.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information in Item 1.01 of this Current Report regarding the Deconsolidation Transaction is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The following unaudited pro forma financial information of the Company, which reflect the Deconsolidation Transaction, are filed as Exhibit 99.1 to this Current Report. The information contained in these pro forma financial statements shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into any filing under the Securities Act or the Exchange Act, except as otherwise expressly stated in such filing.
•Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2026;
•Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2026 and the fiscal year ended December 31, 2025; and
•Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
(d) Exhibits
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Trulieve Cannabis Corp. | ||||||||
| By: | /s/ Eric Powers | |||||||
| Name: | Eric Powers | |||||||
| Title: | Chief Legal Officer | |||||||
Date: June 04, 2026
LIMITED LIABILITY COMPANY AGREEMENT Harvest Enterprises, LLC (A Delaware Limited Liability Company) Effective as of June 2, 2026 THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE STATE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH MEMBERSHIP INTERESTS MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.
TABLE OF CONTENTS ARTICLE I DEFINITIONS ...................................................................................................................... 5 Section 1.01 Definitions ........................................................................................................................ 5 Section 1.02 Interpretation ................................................................................................................ 10 ARTICLE II ORGANIZATION ............................................................................................................. 11 Section 2.01 Formation ...................................................................................................................... 11 Section 2.02 Purpose ........................................................................................................................... 11 Section 2.03 Name ............................................................................................................................... 11 Section 2.04 Principal Place of Business ........................................................................................... 11 Section 2.05 Registered Office and Registered Agent ..................................................................... 11 Section 2.06 Term ............................................................................................................................... 11 ARTICLE III SHARES ............................................................................................................................ 11 Section 3.01 Units Generally .............................................................................................................. 11 Section 3.02 Authorization and Issuance of Class A Units ............................................................. 12 Section 3.03 Authorization and Issuance of Class B Units ............................................................. 12 Section 3.04 Authorization and Issuance of Exchangeable Units .................................................. 13 Section 3.05 Certification of Units .................................................................................................... 14 ARTICLE IV MEMBERS ....................................................................................................................... 14 Section 4.01 Admission of New Members ......................................................................................... 14 Section 4.02 Representations and Warranties of Members ............................................................ 15 Section 4.03 No Personal Liability .................................................................................................... 16 Section 4.04 No Withdrawal .............................................................................................................. 16 Section 4.05 Death .............................................................................................................................. 17 Section 4.06 Voting ............................................................................................................................. 17 Section 4.07 Meetings ......................................................................................................................... 17 Section 4.08 Quorum; Required Vote ............................................................................................... 18 Section 4.09 Action Without Meeting ............................................................................................... 18 Section 4.10 Power of Members ........................................................................................................ 18 Section 4.11 Other Activities of Members; Business Opportunities .............................................. 18 Section 4.12 No Interest in Company Property ............................................................................... 19 Section 4.13 Protection Agreement ................................................................................................... 19 ARTICLE V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS ............................................. 19 Section 5.01 Capital Contributions ................................................................................................... 19 Section 5.02 Additional Capital Contributions ................................................................................ 19
3 ARTICLE VI DISTRIBUTIONS ............................................................................................................ 19 Section 6.01 General ........................................................................................................................... 19 Section 6.02 Priority of Distributions ............................................................................................... 20 Section 6.03 Distributions .................................................................................................................. 20 Section 6.04 Limitation on Distributions .......................................................................................... 20 ARTICLE VII MANAGEMENT ............................................................................................................ 20 Section 7.01 Establishment and Authority of the Board ................................................................. 21 Section 7.02 Board Composition ....................................................................................................... 21 Section 7.03 Removal; Resignation ................................................................................................... 21 Section 7.04 Meetings ......................................................................................................................... 22 Section 7.05 Quorum; Manner of Acting ......................................................................................... 23 Section 7.06 Action By Written Consent .......................................................................................... 24 Section 7.07 Officers ........................................................................................................................... 24 Section 7.08 Compensation and Reimbursement of Managers. ..................................................... 24 Section 7.09 Other Activities of Managers; Business Opportunities ............................................. 24 Section 7.10 No Personal Liability .................................................................................................... 24 Section 7.11 Protection Agreement ................................................................................................... 25 Section 7.12 Automatic Removal of a Manager ............................................................................... 25 Section 7.13 Right to Withdraw or Recuse In the Event of Automatic Removal ......................... 26 Section 7.14 Conflicts of Interest ....................................................................................................... 26 ARTICLE VIII TRANSFER ................................................................................................................... 26 Section 8.01 Transfer ......................................................................................................................... 26 ARTICLE IX ACCOUNTING; REPORTING; TAX MATTERS ...................................................... 27 Section 9.01 Information to the Members ........................................................................................ 27 Section 9.02 Tax Returns ................................................................................................................... 27 Section 9.03 Tax Election ................................................................................................................... 27 ARTICLE X DISSOLUTION AND LIQUIDATION ........................................................................... 27 Section 10.01 Events of Dissolution ................................................................................................... 27 Section 10.02 Effectiveness of Dissolution ........................................................................................ 28 Section 10.03 Liquidation .................................................................................................................. 28 Section 10.04 Cancellation of Certificate .......................................................................................... 29 Section 10.05 Survival of Rights, Duties, and Obligations .............................................................. 29 Section 10.06 Recourse for Claims .................................................................................................... 29 ARTICLE XI EXCULPATION AND INDEMNIFICATION .............................................................. 29 Section 11.01 Exculpation of Covered Persons ................................................................................ 29
4 Section 11.02 Liabilities and Duties of Covered Persons ................................................................ 30 Section 11.03 Indemnification ........................................................................................................... 30 Section 11.04 Survival ........................................................................................................................ 32 ARTICLE XII MISCELLANEOUS ....................................................................................................... 32 Section 12.01 Protection Agreement ................................................................................................. 32 Section 12.02 Confidentiality ............................................................................................................. 32 Section 12.03 Expenses ....................................................................................................................... 33 Section 12.04 Further Assurances ..................................................................................................... 33 Section 12.05 Notices .......................................................................................................................... 33 Section 12.06 Headings ....................................................................................................................... 33 Section 12.07 Severability .................................................................................................................. 33 Section 12.08 Entire Agreement ........................................................................................................ 33 Section 12.09 Successors and Assigns ............................................................................................... 33 Section 12.10 No Third-Party Beneficiaries ..................................................................................... 34 Section 12.11 Amendment.................................................................................................................. 34 Section 12.12 Waiver .......................................................................................................................... 34 Section 12.13 Governing Law ............................................................................................................ 34 Section 12.14 Submission to Jurisdiction ......................................................................................... 34 Section 12.15 Waiver of Jury Trial ................................................................................................... 35 Section 12.16 Equitable Remedies..................................................................................................... 35 Section 12.17 Remedies Cumulative ................................................................................................. 35 Section 12.18 Counterparts................................................................................................................ 35
5 LIMITED LIABILITY COMPANY AGREEMENT This Limited Liability Company Agreement of Harvest Enterprises, LLC, a Delaware limited liability company (the “Company”), is entered into as of June 2, 2026 by and among the Company, the Members executing this Agreement as of the date hereof (collectively, the “Initial Members”), and each other Person who after the date hereof becomes a Member of the Company and becomes a party to this Agreement by executing a Joinder Agreement. RECITALS WHEREAS, the Company has been formed as a limited liability company in accordance with the Delaware Act (defined below); and WHEREAS, the Initial Members agree that the membership in and management of the Company shall be governed by the terms set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01 Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in this Section 1.01: “Affected Manager” has the meaning set forth in Section 7.12. “Affiliate” means, with respect to any Person, any other Person who, directly or indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control,” when used with respect to any specified Person, shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; provided, however, that a Person that, directly or indirectly, owns or controls 25% or more of any voting securities, partnership, or other interests that provide the ability to cause the direction of the management and policies of such Person shall be deemed to control such other Person; and the terms “controlling” and “controlled” shall have correlative meanings. “Agreement” means this Limited Liability Company Agreement, as executed, and as it may be amended, modified, supplemented, or restated from time to time, as provided herein. “Announcement” has the meaning set forth in Section 12.02. “Applicable Law” means all applicable provisions of (a) constitutions, treaties, statutes, laws (including the common law), rules, regulations, decrees, ordinances, codes, proclamations, declarations, or orders of any Governmental Authority; (b) any consents or approvals of any Governmental Authority; and (c) any orders, decisions, advisory, or interpretative opinions, injunctions, judgments, awards, decrees of, or agreements with, any Governmental Authority.
6 “Board” has the meaning set forth in Section 7.01. “Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in the City of New York are authorized or required to close. “Cannabis” shall mean any of the following: (i) any plant or seed, whether live or dead, from any species or subspecies of genus Cannabis, including Cannabis sativa, Cannabis indica and Cannabis ruderalis, Marijuana and any part, whether live or dead, of the plant or seed thereof, including any stalk, branch, root, leaf, flower, or trichome; (ii) any material obtained, extracted, isolated, or purified from the plant or seed or the parts contemplated by clause (i) of this definition, including any oil, cannabinoid, terpene, genetic material or any combination thereof; (iii) any organism engineered to biosynthetically produce the material contemplated by clause (ii) of this definition, including any micro-organism engineered for such purpose; (iv) any biologically or chemically synthesized version of the material contemplated by clause (ii) of this definition or any analog thereof, including any product made by any organism contemplated by clause (iii) of this definition; and (v) any other meaning ascribed to the term “cannabis” under United States or Canadian Cannabis Codes; “Cannabis Act” means an act respecting cannabis and to amend the Controlled Drugs and Substances Act, the Criminal Code and other Acts, S.C. 2018, c. 16, as amended from time to time. “Cannabis Code” means any laws or regulations promulgated or enacted by state or local jurisdiction in which the Company or its Subsidiaries have operations pertaining to cannabis cultivation, dispensing, sale, storage, manufacturing, distribution, transporting, testing or other commercial cannabis activities within its respective jurisdiction including the Cannabis Act, Cannabis Regulations, the Controlled Drugs and Substances Act (Canada) and the Controlled Substances Act (United States), but excluding requirements in the organizational documents of any person. “Cannabis Regulations” means Cannabis regulations under the Cannabis Act, as amended from time to time, and all other regulations made from time to time under any other applicable legislation in any applicable jurisdiction with respect to Cannabis Activities. “Cannabis Regulatory Body” means all applicable state and local licensing authorities with authority under a Cannabis Code, as the case may be. “Capital Contribution” means, for any Member, the total amount of cash and cash equivalents and the value of any property contributed to the Company by such Member.
7 “Certificate of Formation” has the meaning set forth in the Recitals. “Change of Control” means: (a) the sale of all or substantially all of the consolidated assets of the Company and the Company Subsidiaries; (b) a sale resulting in no less than a majority of the Voting Units being held by a Person other than a Member who was a Member immediately prior to the sale; or (c) a merger, consolidation, recapitalization, or reorganization of the Company with or into a Person that results in the inability of the Members to designate or elect a majority of the Managers (or the board of managers (or its equivalent) of the resulting entity or its parent company). “Code” means the Internal Revenue Code of 1986. “Company” has the meaning set forth in the Preamble. “Company Subsidiary” means a Subsidiary of the Company. “Confidential Information” has the meaning set forth in Section 12.02. “Covered Person” has the meaning set forth in Section 11.01(a). “Delaware Act” means the Delaware Limited Liability Company Act, Title 6, Chapter 18, §§ 18- 101, et seq. “Distribution” means a distribution made by the Company to a Member, whether in cash, property, or securities of the Company and whether by liquidating distribution or otherwise; provided, that none of the following shall be a Distribution: (a) any redemption or repurchase by the Company or any Member of any Units; (b) any recapitalization or exchange of securities of the Company; or (c) any subdivision (by a split of Units or otherwise) or any combination (by a reverse split of Units or otherwise) of any outstanding Units. “Distribute” when used as a verb shall have a correlative meaning. “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved, and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. “Fair Market Value” means the fair market value of a Unit as determined through an appraisal, assuming that the Company was offered for sale in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller (which for greater certainty, in the applicable circumstances shall mean the Company/Board, on the one hand, and a majority of the holders of Class A Units, on the other hand) each acting prudently and knowledgeably, and assuming the price per Unit is not affected by undue stimulus at such time or any control or voting rights premium, all on the basis of the long-term value of the Company as opposed to being determined by short-term market conditions. The buyer and seller shall jointly select an independent appraiser. In the event the buyer and seller are unable to agree upon an independent appraiser, the buyer and seller shall each select one independent appraiser who shall determine the Fair Market Value. In the event that the appraisers’ determinations of the Fair Market Value differ by 15% or less compared to the lower of the two values, the Fair Market
8 Value shall be the average of the two. In the event that the appraisers’ determinations of the Fair Market Value differ by more than 15% compared to the lower of the two values, then the two appraisers shall jointly select a third appraiser. If the two appraisers are unable jointly to select a third appraiser, either the buyer or the seller may, upon written notice to the other, apply to the presiding judge of a court of competent jurisdiction for the selection of the third appraiser and who shall be selected from a list of names of independent appraisers submitted by the buyer and seller. Such third appraiser will independently determine the Fair Market Value. If the third appraiser’s determination of the Fair Market Value is less than, or greater than, both of the first two values, the third appraiser’s determination of the Fair Market Value shall be disregarded and the Fair Market Value will be the average of the first two appraisers’ determinations of the Fair Market Value; or is equal to one of the first two appraisers’ determinations of the Fair Market Value or in between the first two values, the Fair Market Value will be the average of the three values. The cost of the appraiser (x) appointed the buyer shall be borne by the buyer, (y) appointed by the seller shall be borne by seller and (z) appointed by the two appraisers, if any, shall be shared equally by the buyer and the seller. “GAAP” means United States generally accepted accounting principles in effect from time to time. “Governmental Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations, or orders of such organization or authority have the force of law), or any arbitrator, court, or tribunal of competent jurisdiction. “Harvest” means Harvest Enterprises Holdings, Inc. “Initial Members” has the meaning set forth in the Preamble. “Joinder Agreement” means the joinder agreement in form and substance attached hereto as Exhibit A. “Lien” means any mortgage, pledge, security interest, option, right of first offer, encumbrance, or other restriction or limitation of any nature whatsoever. “Liquidator” has the meaning set forth in Section 10.03(a). “Losses” has the meaning set forth in Section 11.03(a). “Manager” has the meaning set forth in Section 7.01. “Managers Schedule” has the meaning set forth in Section 7.03(d). “Member” means (a) each Initial Member; and (b) each Person who is hereafter admitted as a Member by holding Units (i.e., a shareholder) in accordance with the terms of this Agreement and the Delaware Act, in each case so long as such Person is shown on the Company’s books and records as the
9 owner of one or more Units. The Members shall constitute the “members” (as that term is defined in the Delaware Act) of the Company. “Members Schedule” has the meaning set forth in Section 3.01. “Membership Interest” means an interest in the Company owned by a Member, including such Member’s right (based on the type, class, or series of Unit or Units held by such Member), as applicable, to (a) such Member’s Distributive share of the assets of the Company; (b) vote on, consent to, or otherwise participate in any decision of the Members as provided in this Agreement; and (c) any and all other benefits to which such Member may be entitled as provided in this Agreement or the Delaware Act. “Officers” has the meaning set forth in Section 7.07. “Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association, or other entity. “Protection Agreement” means that certain Protection Agreement entered into by and between the Company and Harvest attached hereto as Exhibit C. “Removal Event” has the meaning set forth in Section 7.12. “Representative” means, with respect to any Person, any and all directors, managers, officers, employees, consultants, financial advisors, counsel, accountants, and other agents of such Person. “Secretary of State” has the meaning set forth in Section 2.01(a). “Securities Act” means the Securities Act of 1933. “State and/or Local Cannabis Regulations” means any criminal, civil or administrative statute, regulation, ordinance, decree, court order or other proclamation having the force of law, enacted, adopted or issued by any state Government Authority or local Government Authority in the United States pertaining to the criminalization, decriminalization, regulation, or licensing of medical and/or recreational Cannabis sales, consumption, cultivation, distribution, or storage. “State and/or Local Cannabis License” means any license required by a state or municipality in order to operate a Cannabis business or to own or lease property used by a Cannabis business within that state or municipality’s jurisdiction. “Subsidiary” means, with respect to any Person, any other Person of which a majority of the outstanding shares or other equity interests having the power to vote for directors or comparable managers are owned, directly or indirectly, by the first Person. “Transfer” means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate, or similarly dispose of, either voluntarily or involuntarily, by operation of law or otherwise, or to enter into any contract, option, or other arrangement or understanding with respect to the sale, transfer, assignment,
10 pledge, encumbrance, hypothecation, or similar disposition of, any Units owned by a Person or any interest (including a beneficial interest) in any Units owned by a Person. “Transfer” when used as a noun shall have a correlative meaning. “Transferor” and “Transferee” mean a Person who makes or receives a Transfer, respectively. “Triggering Event Date” means the date that The New York Stock Exchange permits the listing of companies that consolidate the financial statements of Persons that cultivate, distribute or possess marijuana (as defined in 21 U.S.C 802) for non-medical uses in the United States. “Underlying Company Subject Matter” has the meaning set forth in Section 7.13. “Unit” means a measure representing a fractional part of the Membership Interests of the Members and shall include all types, classes, and series of Units, including the Class A Units, the Class B Units and the Exchangeable Units; provided, that any type, class, or series of Units shall have the privileges, preference, duties, liabilities, obligations, and rights set forth in this Agreement with respect to such type, class, or series of Units and the Membership Interests represented by such type, class, or series of Unit shall be determined in accordance with such privileges, preference, duties, liabilities, obligations, and rights. “Unit Purchase Agreement” means the Company’s standard form of Unit Purchase Agreement, attached hereto as Exhibit B and the substantially similar final version entered into by the Company and any Person pursuant to which such Person acquires Units in the Company. “Voting Members” has the meaning set forth in Section 4.07(b). “Voting Units” has the meaning set forth in Section 4.07(a). “Interpretation. For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. The definitions given for any defined terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and gender-neutral forms. Unless the context otherwise requires, references herein: (i) to Articles, Sections, and Exhibits mean the Articles and Sections of, and Exhibits attached to, this Agreement; (ii) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
11 ARTICLE II ORGANIZATION Section 2.01 Formation. (a) The Company was formed on June 2, 2026, pursuant to the provisions of the Delaware Act, upon the filing of the Certificate of Conversion with the Secretary of State of the State of Delaware (the “Secretary of State”). (b) This Agreement shall constitute the “limited liability company agreement” (as that term is used in the Delaware Act) of the Company. The rights, powers, duties, obligations, and liabilities of the Members shall be determined pursuant to the Delaware Act and this Agreement. To the extent that the rights, powers, duties, obligations, and liabilities of any Member are different by reason of any provision of this Agreement than they would be under the Delaware Act in the absence of such provision, this Agreement shall, to the extent permitted by the Delaware Act, control. Section 2.02 Purpose. The business of the Company will be to carry on any lawful business or activity, and to have and exercise all of the powers, rights and privileges which a limited liability company organized pursuant to the Delaware Act may have and exercise. Section 2.03 Name. The name of the Company shall be Harvest Enterprises, LLC. Section 2.04 Principal Place of Business. The principal place of business of the Company will be 308 East Park Avenue, Tallahassee, Florida 32301, or at such other or additional place or places as the Board may determine from time to time. Section 2.05 Registered Office and Registered Agent. The registered agent of the Company for the service of process and the registered office of the Company in the State of Delaware will be that person and location reflected in the Certificate. The Board may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State. In the event the registered agent ceases to act for any reason or the registered office should change, the Board will promptly designate a replacement registered agent or file a notice of change of address, as the case may be, in the manner provided by law. Section 2.06 Term. The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with the provisions of ARTICLE X and the Delaware Act. ARTICLE III UNITS Section 3.01 Units Generally. The Membership Interests of the Members shall be represented by issued and outstanding Units, which may be divided into one or more types, classes, or series. Each type, class, or series of Units shall have the privileges, preference, duties, liabilities, obligations, and rights, including voting rights, if any, set forth in this Agreement with respect to such type, class, or series. The
12 Board shall maintain a schedule of all Members, their respective mailing addresses, and the amount and type, class, or series of Units held by them (the “Members Schedule”), and shall be updated by the Board from time to time upon the issuance or Transfer of any Units to any new or existing Member in accordance with this Agreement. A copy of the Members Schedule as of the execution of this Agreement is attached hereto as Schedule A. So long as any pledge or hypothecation of any Exchangeable Units is in effect, the Company shall not elect for the Exchangeable Units to be considered securities governed by Article 8 of the Uniform Commercial Code (as in effect in any relevant jurisdiction) without the prior written consent of all pledgees of such Exchangeable Units. Section 3.02 Authorization and Issuance of Class A Units. The Company is hereby authorized to issue an unlimited number of Units designated as Class A Units (“Class A Units”). (a) Voting Rights. The holders of Class A Units shall be entitled to receive notice of and to attend all meetings of the Members of the Company and to one vote in respect of each Class A Unit held at all such meetings. (b) Distributions. The holders of Class A Units shall be entitled to receive such distributions (if any) as the Board may in their discretion declare. The holders of Class A Units and the holders of Class B Units shall be entitled to share equally, Unit for Unit, in any distribution declared by the Board. (c) Dissolution. In the event of the dissolution, liquidation or winding-up of the Company, whether voluntary or involuntary, or any other distribution of assets of the Company among its Members for the purpose of winding-up its affairs, the holders of Class A Units and the holders of Class B Units shall be entitled to share equally, Unit for Unit, in any distribution of the assets and property of the Company. (d) Automatic Additional Issuance. In the event that upon conversion of all of the issued and outstanding Exchangeable Units into Class B Units (the “Conversion Event”) the holders of Class A Units, in the aggregate would own less than 10.0% of the issued and outstanding Voting Units, the holders of Class A Units shall be automatically issued, pro rata, a sufficient number of Class A Units such that the holders of Class A Units will own 10.0% of the issued and outstanding Voting Units immediately following the Conversion Event. Upon the occurrence of the Conversion Event, the Company shall deliver notice in writing to each holder of Class A Units accompanied by a certificate or certificates representing the additional Class A Units or, if uncertificated, such other evidence of ownership as the Company may determine. (e) Subdivision or Consolidation. No subdivision or consolidation of the Class A Units may be carried out unless, at the same time, the Exchangeable Units and the Class B Units are subdivided or consolidated in a manner so as to preserve the relative rights of the holders of each class of securities. Section 3.03 Authorization and Issuance of Class B Units. The Company is hereby authorized to issue an unlimited number of Units designated as Class B Units (“Class B Units”).
13 (a) Voting Rights. The holders of Class B Units shall be entitled to receive notice of and to attend all meetings of the Members and to one vote in respect of each Class B Unit held at all such meetings. (b) Distributions. The holders of Class B Units shall be entitled to receive such distributions (if any) as the Board may in their discretion declare. The holders of Class A Units and the holders of Class B Units shall be entitled to share equally, Unit for Unit, in any distribution declared by the Board. (c) Dissolution. In the event of the dissolution, liquidation or winding-up of the Company, whether voluntary or involuntary, or any other distribution of assets of the Company among its Members for the purpose of winding-up its affairs, the holders of Class A Units and the holders of Class B Units shall be entitled to share equally, Unit for Unit, in any distribution of the assets and property of the Company. (d) Authorized Capital. No Class B Units may be issued by the Company prior to the Conversion Event other than pursuant to a conversion of Exchangeable Units or Class A Units for Class B Units. Section 3.04 Authorization and Issuance of Exchangeable Units. The Company is hereby authorized to issue an unlimited number of Units designated as Exchangeable Units (“Exchangeable Units”). (a) Voting Rights. The holders of Exchangeable Units shall not be entitled to receive notice of, attend, or vote at meetings of the Members; provided that the holders of Exchangeable Units shall (i) be entitled to adopt this Agreement, and (ii) be entitled to receive notice of meetings the Members called for the purpose of authorizing the dissolution of the Company or the sale of its undertaking or assets, or a substantial part thereof, but holders of Exchangeable Units shall not be entitled to vote at such meetings of the Members. (b) Distributions. The holders of the Exchangeable Units shall not be entitled to receive any distributions. (c) Dissolution. In the event of the dissolution, liquidation or winding-up of the Company, whether voluntary or involuntary, or any other distribution of assets of the Company among its Members for the purpose of winding-up its affairs, the holders of the Exchangeable Units shall not be entitled to receive any amount, property or assets of the Company. (d) Exchange Right. Each issued and outstanding Exchangeable Unit may, at any time following the Triggering Event Date at the option of the holder, be exchanged for one Class B Unit. The conversion right may be exercised at any time and from time to time following the Triggering Event Date by notice in writing delivered to the Company accompanied by the certificate or certificates representing the Exchangeable Units or, if uncertificated, such other evidence of ownership as the Company may require, in respect of which the holder wishes to exercise the right of conversion. The notice must be signed by the registered holder of the Exchangeable Units in respect of which the right of conversion is being exercised or by his, her or its duly authorized attorney and must specify the number of Exchangeable Units which the holder wishes to have
14 converted. Upon receipt of the conversion notice and certificate(s) or other evidence of ownership satisfactory to the Company, the Company will issue a certificate or other evidence of ownership representing Class B Units on the basis set out above to the registered holder of the Exchangeable Units. If fewer than all of the Exchangeable Units represented by a certificate accompanying the notice are to be exchanged, the holder is entitled to receive a new certificate or, if uncertificated, such other evidence of ownership as the Company may determine, representing the units comprised in the original certificate which are not to be converted. Exchangeable Units converted into Class B Units hereunder will automatically be cancelled. (e) Subdivision or Consolidation. No subdivision or consolidation of the Exchangeable Units may be carried out unless, at the same time, the Class A Units and the Class B Units are subdivided or consolidated in a manner so as to preserve the relative rights of the holders of each class of securities. (f) Authorized Capital. Immediately following the completion of the Conversion Event, the authorized capital of the Company shall be automatically amended by deleting all of the authorized but unissued Exchangeable Units together with its rights, privileges, restrictions and conditions attached thereto. The authorized capital of the Company, after giving effect to the foregoing, shall consist of an unlimited number of Class B Units. Section 3.05 Certification of Units. (a) The Board in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Members. (b) In the event that the Board shall issue certificates representing Units in accordance with Section 3.05(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. ARTICLE IV MEMBERS Section 4.01 Admission of New Members.
15 (a) New Members may be admitted from time to time in connection with (i) an issuance of Units by the Company in accordance with the provisions of this Agreement, and (ii) a Transfer of Units, subject to compliance with the provisions of ARTICLE VIII. (b) In order for any Person not already a Member of the Company to be admitted as a Member, whether pursuant to an issuance or Transfer of Units, such Person shall have executed and delivered to the Company a written undertaking substantially in the form of the Joinder Agreement. Upon the amendment of the Members Schedule by the Board and the satisfaction of any other applicable conditions as may reasonably be deemed necessary or appropriate by the Board, including, if applicable, the receipt by the Company of payment for the issuance of the applicable Units and the delivery of any certificate representing the Transferred Units, duly endorsed to the Transferee to which the Transferred Units are to be Transferred, such Person shall be admitted as a Member and deemed listed as such on the books and records of the Company and thereupon shall be issued his, her, their, or its Units. Section 4.02 Representations and Warranties of Members. By execution and delivery of this Agreement or a Joinder Agreement, as applicable, each of the Members, whether admitted as of the date hereof or pursuant to Section 4.01, represents and warrants to the Company and acknowledges that: (a) The Units have not been registered under the Securities Act or the securities laws of any other jurisdiction, are issued in reliance upon federal and state exemptions for transactions not involving a public offering, and cannot be disposed of unless (i) they are subsequently registered or exempted from registration under the Securities Act and (ii) the provisions of this Agreement have been complied with; (b) Such Member (i) is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act, and (ii) agrees to furnish any additional information requested by the Company to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Units; (c) Such Member’s Units are being acquired for such Member’s own account solely for investment and not with a view to resale or distribution thereof; (d) Such Member has been advised to obtain independent counsel to advise such Member individually in connection with the drafting, preparation, negotiation, and/or review of this Agreement and, if applicable, the Joinder Agreement. Such Member has conducted such Member’s own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, and prospects of the Company and the Company Subsidiaries and such Member acknowledges having been provided adequate access to the personnel, properties, premises, and records of the Company and the Company Subsidiaries for such purpose; (e) The determination of such Member to acquire Units has been made by such Member independent of any other Member and independent of any statements or opinions as to the advisability of such purchase or as to the business, operations, assets, liabilities, results of operations, financial condition, and prospects of the Company and the Company Subsidiaries that
16 may have been made or given by any other Member or the Company or by any of their Affiliates or Representatives; (f) Such Member has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and making an informed decision with respect thereto; (g) Such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (h) The execution, delivery, and performance of this Agreement or the Joinder Agreement by such Member (i) if it is an entity, have been duly authorized by all requisite entity action on the part of such Member and do not require such Member to obtain any consent or approval that has not been duly obtained; and (ii) do not contravene in any material respect or result in a default under (A) any provision of any law or regulation applicable to such Member; (B) if such Member is an entity, its governing documents; or (C) any agreement or instrument to which such Member is a party or by which such Member is bound; (i) This Agreement is valid, binding, and enforceable against such Member in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general applicability relating to or affecting creditors’ rights or general equity principles (regardless of whether considered at law or in equity); (j) The Member has reviewed the Protection Agreement and acknowledges and agrees to the restrictions of the Company set forth in the Protection Agreement; and (k) Neither the Member, nor, to the knowledge of the Member, any member, stockholder, other equityholder, officer, director, manager, or agent of the Member, has been deemed, by an unappealable determination by a Governmental Authority or court of competent jurisdiction that was opining specifically on the topic of Cannabis businesses and/or any State and/or Local Cannabis License, to be unfit to have an ownership or economic interest in a Cannabis business if such unfitness could be adverse to the issuance or maintenance of any State and/or Local Cannabis Licenses. Section 4.03 No Personal Liability. Except as otherwise provided in the Delaware Act, by Applicable Law, or expressly in this Agreement, no Member will be obligated personally for any debt, obligation, or liability of the Company or of any Company Subsidiaries or other Members, whether arising in contract, tort, or otherwise, solely by reason of being a Member. Section 4.04 No Withdrawal. So long as a Member continues to hold any Units, such Member shall not have the ability to withdraw or resign as a Member prior to the dissolution and winding up of the Company and any such withdrawal or resignation or attempted withdrawal or resignation by a Member prior to the dissolution or winding up of the Company shall be null and void. As soon as any Person who is a Member ceases to hold any Units, such Person shall no longer be a Member.
17 Section 4.05 Death. The death of any Member shall not cause the dissolution of the Company. In such event the Company and its business shall be continued by the remaining Member or Members and the Units owned by the deceased Member shall automatically be Transferred to such Member’s executors, administrators, testamentary trustees, legatees, distributees, or beneficiaries, as applicable; provided, that within a reasonable time after such Transfer, the Transferees shall sign a written undertaking substantially in the form of the Joinder Agreement and take any other action required under Section 4.01(b) as a condition to their admission as a Member. Section 4.06 Voting. (a) Except as otherwise provided by this Agreement (including Section 4.01, Section 4.02, Section 4.03, Section 7.02, and Section 12.11) or as otherwise required by the Delaware Act or Applicable Law: (i) each Member shall be entitled to one vote per Class A Unit and one vote per Class B Unit on all matters upon which the Members have the right to vote under this Agreement; and (ii) the Exchangeable Units shall not confer any voting rights. Section 4.07 Meetings. (a) As used herein, the term “Voting Units” shall mean both Class A Units and Class B Units: (b) Meetings of the Members may be called by (i) the Board or (ii) by a Member or group of Members holding more than 50% of the relevant Voting Units. Only Members who hold the relevant Voting Units (“Voting Members”) shall have the right to attend meetings of the Members; provided, however, that Members holding Exchangeable Units (“Exchange Members”) shall have the right to attend meetings of the Members called for the purpose of observing any meeting related to the dissolution, liquidation or Change of Control of the Company (any such occurrence, a “Major Event”). Notwithstanding the foregoing, any Member shall be entitled to attend any meeting of Members in an observer capacity, notwithstanding the class of Units held by any such Member. (c) Written notice stating the place, date, and time of the meeting and, in the case of a meeting of the Members not regularly scheduled, describing the purposes for which the meeting is called, shall be delivered not fewer than ten (10) days and not more than thirty (30) days before the date of the meeting to each Voting Member, by or at the direction of the Board or the Member(s) calling the meeting, as the case may be. The Voting Members may hold meetings at the Company’s principal office or at such other place as the Board or the Member(s) calling the meeting may designate in the notice for such meeting. (d) Any Voting Member may participate in a meeting of the Voting Members by means of conference telephone or other communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.
18 (e) On any matter that is to be voted on by Voting Members, a Voting Member may vote in person or by proxy, and such proxy may be granted in writing, by means of Electronic Transmission, or as otherwise permitted by Applicable Law. Every proxy shall be revocable in the discretion of the Voting Member executing it unless otherwise provided in such proxy; provided, that such right to revocation shall not invalidate or otherwise affect actions taken under such proxy prior to such revocation. (f) The business to be conducted at such meeting need not be limited to the purpose described in the notice and can include business to be conducted by Voting Members; provided, that the appropriate Voting Members shall have been notified of the meeting in accordance with Section 4.07(c); and provided, further, that, notwithstanding anything herein to the contrary, such other business to be conducted shall not pertain to a Major Event. Attendance of a Member at any meeting shall constitute a waiver of notice of such meeting, except where a Member attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Section 4.08 Quorum; Required Vote. A quorum of any meeting of the Voting Members shall require the presence in person or by proxy of Members holding a majority of the applicable Voting Units held by all Members. Subject to Section 4.09, no action at any meeting may be taken by the Members unless the applicable quorum is present. Subject to Section 4.09, no action may be taken by the Members at any meeting at which a quorum is present without the affirmative vote of Members holding a majority of the applicable Voting Units held by all Members. Section 4.09 Action Without Meeting. Notwithstanding the provisions of Section 4.07 and Section 4.08, any matter that is to be voted on, consented to, or approved by Voting Members may be taken without a meeting, without prior notice, and without a vote if consented to, in writing or by Electronic Transmission, by a Member or Members holding not less than the minimum number of Units that would be necessary to authorize or take such action at a meeting at which each Member entitled to vote on the action were present and voted; provided, however, that if such written consent pertains to a Major Event, such written consent shall be simultaneously provided to each Exchange Member. A record shall be maintained by the Board of each such action taken by written consent of a Member or Members. The Company shall, within three (3) Business Days following the taking of any such action without a meeting by less than unanimous written consent, provide notice, together with a copy of the action taken, to those Members who were entitled to vote on such matter but have not consented thereto in writing. Section 4.10 Power of Members. The Members shall have the power to exercise any and all rights or powers granted to Members pursuant to the express terms of this Agreement and the Delaware Act. Except as otherwise specifically provided by this Agreement or required by the Delaware Act, no Member, in his, her, their, or its capacity as a Member, shall have the power to act for or on behalf of, or to bind, the Company. Section 4.11 Other Activities of Members; Business Opportunities. Each Member and such Member’s Affiliates may, subject to performing any of their obligations set out in this Agreement or in any other agreement to which such Member or Affiliate is a party with the Company or any Company Subsidiary, engage in any other activities, ventures, or businesses, regardless of whether those activities, ventures, or businesses are similar to or competitive with the business of the Company or any Company Subsidiary; provided that such Member or Affiliate does not engage in such activity, venture, or business as a result of or using Confidential Information. None of the Members or any of their Affiliates shall be
19 obligated to account to the Company or to any other Member for any profits or income earned or derived from such other activities, ventures, or businesses. None of the Members or any of their Affiliates shall be obligated to inform the Company or the other Members of any investment or business opportunity of any type or description. Section 4.12 No Interest in Company Property. No real or personal property of the Company shall be deemed to be owned by any Member individually, but shall be owned by, and title shall be vested solely in, the Company. Without limiting the foregoing, each Member hereby irrevocably waives during the term of the Company any right that such Member may have to maintain any action for partition with respect to the property of the Company. Section 4.13 Protection Agreement. Each Member hereby agrees they shall not take any action or fail to take an action, and shall cause the Company not to take any action or fail to take an action, of which the result is a contravention or breach of any term of the Protection Agreement without the consent of Harvest or any of its permitted assigns, as applicable. ARTICLE V CAPITAL CONTRIBUTIONS Section 5.01 Capital Contributions. Each Initial Member owning Units has made the Capital Contribution set forth on the Members Schedule and is deemed to own the number and class of Units, in each case in the amounts set forth opposite such Initial Member’s name on the Members Schedule as in effect on the date hereof. Section 5.02 Additional Capital Contributions. (a) No Member shall be required to make any additional Capital Contributions to the Company. Any future Capital Contributions made by any Member shall only be made with the approval of the Board, and in connection with an issuance of Units made in compliance with this Agreement. (B) No Member shall be required to lend any funds to the Company and no Member shall have any personal liability for the payment or repayment of any Capital Contribution by or to any other Member. ARTICLE VI DISTRIBUTIONS Section 6.01 General. Subject to Section 6.02, Section 6.03, and Section 6.04, the Board shall have sole discretion regarding the amounts and timing of Distributions to Voting Members, including to decide to forego payment of Distributions in order to provide for the retention and establishment of reserves of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company (which needs may include the payment or the making of provision for the payment when due of the Company’s obligations, including present and anticipated debts and obligations, capital needs and expenses and reasonable reserves for contingencies).
20 Section 6.02 Priority of Distributions. Subject to the priority of Distributions pursuant to Section 10.03(c), if applicable, all Distributions determined to be made by the Board shall be made to the Members pro rata in proportion to their holdings of Class A Units and Class B Units, treated as a single class. The Company shall not make any distributions to holders of Exchangeable Units for those Exchangeable Units. The Board may classify any Distributions as a “dividend” or a “return of capital”. Section 6.03 Distributions. (a) The Board is hereby authorized, in its sole discretion, to make Distributions to the Members in the form of cash or in the form of securities or other property held by the Company. In any such non-cash Distribution, the securities or other property so Distributed will be Distributed among the Members in the same proportion and priority as cash equal to the Fair Market Value of such securities or other property would be Distributed among the Members pursuant to Section 6.02. Upon a Conversion Event but prior to the consummation of the transactions contemplated by Section 6.2 (Call Right) or Section 6.3 (Put Right) of the Unit Purchase Agreement, the following shall apply: (i) the Board shall not amend, cancel or waive any previously authorized Distributions to the holders of Class A Units, as described in Section 2(b)(ii) of the Protection Agreement, other than in order to (x) provide for the retention and establishment of reserves of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company (which needs may include the payment or the making of provision for the payment when due of the Company’s obligations, including present and anticipated debts and obligations, capital needs and expenses and reasonable reserves for contingencies), or (y) comply with Section 6.04 hereof; and (ii) no Distributions shall be made to the holders of the Class B Units, nor will the right to such distributions accumulate or accrue before the consummation of the transactions contemplated by Section 6.2 (Call Right) or Section 6.3 (Put Right) of the Unit Purchase Agreement. (b) Any Distribution of securities shall be subject to such conditions and restrictions as the Board determines are required or advisable to ensure compliance with Applicable Law. In furtherance of the foregoing, the Board may require that the Members execute and deliver such documents as the Board may deem necessary or appropriate to ensure compliance with all Applicable Laws that apply to such Distribution and any further transfer of the Distributed securities, and may appropriately legend the certificates that represent such securities to reflect any restriction on transfer with respect to such Applicable Law. Section 6.04 Limitation on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any Distribution if such Distribution would violate the Protection Agreement, § 18-607 of the Delaware Act or other Applicable Law. ARTICLE VII MANAGEMENT
21 Section 7.01 Establishment and Authority of the Board. A board of managers of the Company (the “Board”) is hereby established and shall be comprised of natural Persons (each such Person, a “Manager”) who shall be appointed in accordance with the provisions of Section 7.02 and Section 7.03. The business and affairs of the Company shall be managed, operated, and controlled by or under the direction of the Board, and the Board shall have, and is hereby granted, the full and complete power, authority, and discretion for, on behalf of, and in the name of the Company, to take such actions as it may in its sole discretion deem necessary or advisable to carry out any and all of the objectives and purposes of the Company, to exercise any rights and powers granted to the Company under this Agreement, and to exercise all power and authority vested in managers under the Delaware Act, in each case subject only to the terms of this Agreement. From time to time a Manager may be referred to as a “director” and the Board may be referred to as a “board of managers” or a “board of directors”. Section 7.02 Board Composition. (a) The Company and the Voting Members shall take such actions as may be required to ensure that, at all times following the issuance of a Class A Unit, the number of managers constituting the Board is between one (1) and three (3), as determined by the Board from time to time, and that at least a majority of the Managers are United States residents; provided that following the Conversion Event, the holders of the majority of the Voting Units may amend the size of the Board. (b) The Board shall be comprised (and the Company and the Members shall take all such necessary actions, including voting all of such Member’s Units, so that the Board is comprised) as follows: (i) Harvest may designate one (1) individual to the Board; and (ii) the holder of a majority of the Voting Units may designate two (2) individuals to the Board. Section 7.03 Removal; Resignation. (a) Subject to the terms and conditions of the Protection Agreement, the Members entitled to designate a Manager pursuant to Section 7.02 may remove such Manager at any time with or without cause, effective upon written notice to the other Members. (b) Subject to the terms and conditions of the Protection Agreement, in the event that a vacancy is created on the Board at any time due to the death, disability, retirement, resignation, or removal of a Manager, the Voting Members that were initially entitled to designate such Manager pursuant to Section 7.02 shall have the exclusive right to designate an individual to fill such vacancy and the Company (so long as such Voting Member continues to be entitled to designate an individual to the Board pursuant to Section 7.02(b)) and each Member hereby agrees to take such actions as may be required to ensure the election or appointment of any such designee to fill such vacancy on the Board. To the extent that a Voting Member is no longer entitled to designate a Manager pursuant to Section 7.02(b), such Voting Member’s designee shall forthwith resign or in absence of a resignation, shall be removed from the Board, and any member of the Board who would otherwise have been designated in accordance with Section 7.02(b) shall instead be voted
22 upon by the remaining members of the Board at the applicable time; provided that such individual meets the Required Manager Criteria (as defined in the Protection Agreement) and is not a designee of any Member. Each Member hereby agrees to take such actions as may be required to ensure the election or appointment of such Manager to fill such vacancy on the Board. (c) A Manager may resign at any time from the Board by delivering such Manager’s written resignation to the Board. Any such resignation shall be effective upon receipt thereof unless it is specified to be effective at some other time or upon the occurrence of some other event. The Board’s acceptance of a resignation shall not be necessary to make it effective. (d) The Board shall maintain a schedule of all Managers with their respective mailing addresses (the “Managers Schedule”), and shall update the Managers Schedule upon the appointment, removal, or replacement of any Manager in accordance with Section 7.02 or this Section 7.03. (e) Notwithstanding the foregoing provisions of this Section 7.03 and Section 7.02 and subject to the terms and conditions of the Protection Agreement, the Company may, from time to time, grant the right to appoint one or more managers to the Board (subject to certain terms and conditions) (“Nomination Rights”), in which case the holders of the Class A Units, as a class, shall not have the right to remove managers appointed pursuant to Nomination Rights or to appoint managers to vacant positions on the Board to the extent doing so would conflict with outstanding Nomination Rights. The Company shall also be entitled to grant the right to appoint one or more non-voting observers to the Board, whose access to Board proceedings and materials shall be limited to the extent the Company may determine is appropriate from time to time. (f) Notwithstanding the foregoing, Harvest (and any transferee of Harvest’s Membership Interest) will never have the right to appoint more than half of the managers constituting the Board for so long as any Exchangeable Units remain outstanding. (g) Subject to Section 7.13, a Manager who becomes an Affected Manager shall be automatically removed as a Manager. Section 7.04 Meetings. (a) The Board shall meet at such time and at such place as the Board may designate. Meetings of the Board may be held either in person or by means of telephone or video conference or other communications device that permits all Managers participating in the meeting to hear each other, at the offices of the Company, or such other place (either within or outside the State of Delaware) as may be determined from time to time by the Board. Written notice of each regular meeting of the Board shall be given to each Manager at least forty-eight (48) hours prior to each such meeting. All Board meetings where a strategic decision of the Company will be made shall be held physically in the United States, or, if held by means of telephone or video conference, at least a majority of the Managers casting a vote at such meeting shall be physically present in the United States. (b) Special meetings of the Board shall be held on the call of any two (2) Managers upon at least three (3) days’ written notice (if the meeting is to be held in person) or one (1) day
23 written notice (if the meeting is to be held by telephone communications or video conference) to the Managers, or upon such shorter notice as may be approved by all the Managers. Any Manager may waive such notice as to himself or herself. (c) Attendance of a Manager at any meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting. Section 7.05 Quorum; Manner of Acting. (a) A majority of the Managers serving on the Board present in person or by proxy shall constitute a quorum for the transaction of business of the Board. At all times when the Board is conducting business at a meeting of the Board, a quorum of the Board must be present at such meeting. If a quorum shall not be present at any meeting of the Board, then the Managers present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. (b) Any Manager may participate in a meeting of the Board by means of telephone or video conference or other communications device that permits all Managers participating in the meeting to hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. A Manager may vote or be present at a meeting either in person or by proxy, and such proxy may be granted in writing, by means of Electronic Transmission, or as otherwise permitted by Applicable Law. (c) Each Manager shall have one vote on all matters submitted to the Board or any committee thereof. Except as specifically provided otherwise in this Agreement, with respect to any matter before the Board, the affirmative act of a majority of the Managers in attendance at any meeting of the Board at which a quorum is present shall be the act of the Board, provided, however, that for so long as any Exchangeable Units remain outstanding, the Manager designated by Harvest to the Board shall not be permitted to vote on the following matters: (i) the annual business plan of the Company setting forth for the subsequent 12-month period, broken-down by month: (i) a description of proposed operations of the Company and its Subsidiaries; (ii) a forecast for the Company and its Subsidiaries that includes, among other things,: (A) an income statement; (B) a cash flow statement; (C) a balance sheet; and (D) a capital expenditure plan; and (iii) such other matters as the Company may reasonably consider to be necessary to illustrate the results intended to be achieved by the Company during such 12-month period; (ii) decisions regarding the executive officers of the Company and its Subsidiaries, including the Officers; (iii) increasing the compensation, bonus levels or other benefits payable to any current, former or future employees of the Company or any of its Subsidiaries or any current, former or future manager of the Company or any of its Subsidiaries; and
24 (iv) any other executive compensation plan matters of the Company or any of its Subsidiaries, including entering into any deferred compensation or other similar agreement (or amend any such existing agreement) with any current, former or future employee of the Company or any of its Subsidiaries or any current former or future manager of the Company or any of its Subsidiaries or approving or taking any action to accelerate the vesting of any compensation securities. Section 7.06 Action By Written Consent. Notwithstanding the provisions of Section 7.04 and Section 7.05, any action required or permitted to be taken by the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed unanimously by all the Managers. Any such consent shall have the same force and effect as a vote at a meeting of the Board where a quorum was present and may be stated as such in any document or instrument filed with the Secretary of State. A majority of the Managers shall be physically present in the United States when signing any such written consent. Section 7.07 Officers. Subject to the terms and conditions of the Protection Agreement, the Board may appoint individuals as officers of the Company (the “Officers”) as it deems necessary or desirable to carry on the business of the Company and the Board may delegate to such Officers such power and authority as the Board deems advisable. No Officer need be a Member or Manager. Any individual may hold two or more offices of the Company. Each Officer shall hold office until such Officer’s successor is designated by the Board or until such Officer’s earlier death, resignation, or removal. Any Officer may resign at any time upon written notice to the Board. Any Officer may be removed by the Board (acting by majority vote of all Managers other than the Officer being considered for removal, if a Manager) with or without cause at any time. A vacancy in any office occurring because of death, resignation, removal, or otherwise, may, but need not, be filled by the Board. Section 7.08 Compensation and Reimbursement of Managers. This Agreement does not, and is not intended to, confer upon any Manager any rights with respect to employment by the Company, and nothing herein shall be construed to have created any employment agreement with any Manager. Any Manager may be compensated for his, her, or their service as a Manager as determined by the Board. Each Manager shall be reimbursed for such Manager’s ordinary, necessary, and direct out-of-pocket expenses incurred in the performance of his, her, or their duties as a Manager. Section 7.09 Other Activities of Managers; Business Opportunities. Nothing contained in this Agreement shall prevent any Manager from engaging in any other activities, ventures, or businesses, regardless of whether those activities, ventures, or businesses are similar to or competitive with the business of the Company or any Company Subsidiary; provided that such Manager does not engage in such activity, venture, or business as a result of or using Confidential Information. None of the Managers shall be obligated to account to the Company or to the Members for any profits or income earned or derived from such other activities, ventures, or businesses. None of the Managers shall be obligated to inform the Company or the Members of any business opportunity of any type or description. Section 7.10 No Personal Liability. Except as otherwise provided in the Delaware Act, by Applicable Law, or expressly in this Agreement, no Manager will be obligated personally for any debt, obligation, or liability of the Company or the Company Subsidiaries, whether arising in contract, tort, or otherwise, solely by reason of being a Manager.
25 Section 7.11 Protection Agreement. No Manager shall take any action or fail to take an action, or shall cause the Company to take any action or fail to take an action, of which the result is a contravention or breach of any term of the Protection Agreement. Section 7.12 Automatic Removal of a Manager. If, during anytime while the Company or any Company Subsidiary holds a local or state license pursuant to a Cannabis Code, any of the following occur to a Manager or to a member or shareholder of an entity that is a Manager of the Company, subject to Section 7.13 below, such Manager (the “Affected Manager”) shall be automatically and immediately removed from such position, and each Member agrees to take all necessary actions to remove the Affected Manager from such position, and the Affected Manager will cease to be a Manager (each, a “Removal Event”): (a) the Affected Manager or any entity that it owns or controls incurs a revocation of any Cannabis business license, and it is determined by the Board that such revocation has a material adverse effect upon the issuance or continued good standing of any of the Company’s State and/or Local Cannabis Licenses; (b) a Cannabis Regulatory Body or local licensing authority issues a recommendation or advises Company’s counsel that the Affected Manager is unfit to have a management interest or role in a Cannabis business; (c) a Cannabis Regulatory Body or local licensing authority issues a recommendation against the issuance to the Company of a State and/or Local Cannabis License or revokes a State and/or Local Cannabis License, which recommendation cites the participation of the Affected Manager as a material factor in the decision, or a Cannabis Regulatory Body or local licensing authority conditions the issuance of a State and/or Local Cannabis License on the Company removing the Affected Manager as a Manager of the Company; (d) a Cannabis Regulatory Body or local licensing authority advises the Company or any Subsidiary in writing, or it is otherwise determined by court order, that a decision on the Company’s or any Subsidiary’s State and/or Local Cannabis License is being delayed beyond one (1) year following the filing of the Company’s or any Subsidiary’s application for a State and/or Local Cannabis License, and the Company or any Subsidiary is advised before or after said date that the sole reason for such delay is the participation of or concerns about the Affected Manager; (e) the Affected Manager demonstrates a repeated failure to attend meetings with a Cannabis Regulatory Body or any local licensing authority as may be required for the Company or any Subsidiary business to be conducted. As used herein, repeated failure to attend shall be demonstrated by failure to attend any meeting without good cause, or any two (2) meeting with any licensing authority; (f) the Affected Manager fails to provide information to the Cannabis Regulatory Body which is requested by or required by a Cannabis Regulatory Body; or (g) if the Affected Manager is a partnership or other business entity and not a natural person, a member of the Affected Manager is disqualified from obtaining an ownership interest in
26 a licensed Cannabis business by final written determination of a Cannabis Regulatory Body, unless such member is divested from the Affected Manager in a timely manner. Section 7.13 Right to Withdraw or Recuse In the Event of Automatic Removal. Prior to the automatic removal described above, if the Removal Event is the result of a specific Company transaction or other action (such as a license acquisition that requires the approval of a Cannabis Regulatory Body) or the Affected Manager’s involvement with a specific and distinct part of the Company or a Company Subsidiary (such as operation of a subset of the Company’s licenses) (in any case, “Underlying Company Subject Matter”), then, the Affected Manager may withdraw or recuse themselves from such Underlying Company Subject Matter if the recusal or withdrawal is permitted by the applicable Cannabis Regulatory Body and has the same effect on the Company as it relates to the Underlying Company Subject Matter as if the Affected Manager being removed as manager. Whether a Removal Event has occurred and, if so, whether the Affected Manager may withdraw or recuse themselves from the Underlying Company Subject Matter instead of being removed shall be determined by a majority of the Managers who are not Affected Managers; provided, that before such Managers permit a recusal or withdrawal, they must first receive advice of Company’s counsel that recusal or withdrawal will have the same effect on the Underlying Company Subject Matter as removal would. Such withdrawal or removal shall be set forth in a written resolution of the Board. In the event a Removal Event occurs but does not affect the Underlying Company Subject Matter (which shall be determined by the acceptance or approval by the relevant Cannabis Regulatory Body of either (i) the Affected Manager acting as a Manager or (ii) the Underlying Company Matter irrespective of the involvement of the Affected Manager), then the majority of the Managers who are not Affected Managers may waive the removal of the Affected Manager. Section 7.14 Conflicts of Interest. (a) If a Manager may have a conflict of interest with respect to any decision to be made by the Board, such Manager shall inform the Board of such conflict. Unless such conflict is waived by all of the disinterested members of the Board (excluding such Manager), such Manager shall recuse itself from discussions and voting on such matter before the Board. (b) A Manager shall recuse itself from any matter that all of the disinterested members of the Board (excluding such Manager) reasonably determines in good faith would give rise to a conflict of interest under Delaware law on the part of such Manager. ARTICLE VIII Transfer Section 8.01 Transfer. (a) Each Member may, directly or indirectly, voluntarily or involuntarily Transfer any of its Units, provided, however, that, (i) such Transfer is effected in accordance with all Applicable Laws; and (ii) any Member making a Transfer must notify the Company in writing in advance of such Transfer. (b) Any Transfer or attempted Transfer of any Units in violation of this Agreement or the Protection Agreement shall be null and void, no such Transfer shall be recorded on the
27 Company’s books, and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Units for all purposes of this Agreement. (c) For the avoidance of doubt, any Transfer of Units purporting to be a sale, transfer, assignment, or other disposal of the entire ownership interest represented by such Units, inclusive of all the rights and benefits applicable to such Units as described in the definition of the term “ Units” shall be deemed a sale, transfer, assignment, or other disposal of such Units in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, or other disposal of any less than all of the rights and benefits described in the definition of the term “ Units”. ARTICLE IX ACCOUNTING; REPORTING; TAX MATTERS Section 9.01 Information to the Members. No Member shall be entitled to, and the Company shall not be obligated to provide to any member, any financial statements, inspection right or Company budget to any Member. Section 9.02 Tax Returns. At the expense of the Company, the Board (or any Officer that it may designate pursuant to Section 7.07) shall endeavor to cause the preparation and timely filing (including extensions) of all tax returns required to be filed by the Company pursuant to the Code as well as all other required tax returns in each jurisdiction in which the Company and the Company Subsidiaries own property or do business. Section 9.03 Tax Election. The Members acknowledge that the Company shall elect to be taxed as a corporation. No Member nor the Company shall take any action to the contrary of such election. ARTICLE X DISSOLUTION AND LIQUIDATION Section 10.01 Events of Dissolution. The Company shall be dissolved and its affairs wound up only upon the occurrence of any of the following events: (a) the determination of the Board to dissolve the Company; (b) an election to dissolve the Company made by holders of 50% of the Voting Units; (c) the sale, exchange, involuntary conversion, or other disposition or transfer of all or substantially all the assets of the Company; or (d) the entry of a decree of judicial dissolution under § 18-802 of the Delaware Act.
28 Section 10.02 Effectiveness of Dissolution. Dissolution of the Company shall be effective on the day on which the event described in Section 10.01 occurs, but the Company shall not terminate until the winding up of the Company has been completed, the assets of the Company have been Distributed as provided in Section 10.03, and the Certificate of Formation shall have been cancelled as provided in Section 10.04. Section 10.03 Liquidation. If the Company is dissolved pursuant to Section 10.01, the Company shall be liquidated and its business and affairs wound up in accordance with the Delaware Act and the following provisions: (a) Liquidator. The Board, or, if the Board is unable to do so, a Person selected by holders of 50% of the Voting Units, shall act as liquidator to wind up the Company (the “Liquidator”). The Liquidator shall have full power and authority to sell, assign, and encumber any or all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner. (b) Accounting. As promptly as possible after dissolution and again after final liquidation, the Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable. (c) Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and Distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law: (i) First, to the payment of all of the Company’s debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company); (ii) Second, to the establishment of and additions to reserves that are determined by the Liquidator to be reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; and (iii) Third, to the Members in the same manner as Distributions are made under and pursuant to Section 6.02. (d) Discretion of Liquidator. Notwithstanding Section 6.03 or the provisions of Section 10.03(c) that require the liquidation of the assets of the Company, but subject to the order of priorities set forth in Section 10.03(c), if upon dissolution of the Company the Liquidator determines that an immediate sale of part or all of the Company’s assets would be impractical or could cause undue loss to the Members, the Liquidator may defer the liquidation of any assets except those necessary to satisfy Company liabilities and reserves, and may, in its absolute discretion, Distribute to the Members, in lieu of cash, as tenants in common and in accordance with the provisions of Section 10.03(c), undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such Distribution in kind shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator, acting in good
29 faith, deems reasonable and equitable and to any agreements governing the operating of such properties at such time. For purposes of any such Distribution, any property to be Distributed shall be valued at its Fair Market Value, as determined by the Liquidator in good faith. Section 10.04 Cancellation of Certificate. Upon completion of the Distribution of the assets of the Company as provided in Section 10.03(c) hereof, the Company shall be terminated and the Liquidator shall cause the cancellation of the Certificate of Formation in the State of Delaware and of all qualifications and registrations of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware and shall take such other actions as may be necessary to terminate the Company. Section 10.05 Survival of Rights, Duties, and Obligations. Dissolution, liquidation, winding up, or termination of the Company for any reason shall not release any party from any Loss which at the time of such dissolution, liquidation, winding up, or termination already had accrued to any other party or which thereafter may accrue in respect of any act or omission prior to such dissolution, liquidation, winding up, or termination. For the avoidance of doubt, none of the foregoing shall replace, diminish, or otherwise adversely affect any Member’s right to indemnification pursuant to Section 11.03. Section 10.06 Recourse for Claims. Each Member shall look solely to the assets of the Company for all Distributions with respect to the Company and shall have no recourse therefor (upon dissolution or otherwise) against any Manager, the Liquidator, or any other Member. ARTICLE XI EXCULPATION AND INDEMNIFICATION Section 11.01 Exculpation of Covered Persons. (a) Covered Persons. As used herein, the term “Covered Person” shall mean each (i) Member; (ii) officer, director, shareholder, partner, member, Affiliate, employee, agent, or representative of a Member, and each of their controlling Affiliates; and (iii) each Manager, Officer, Board observer, employee, agent, or representative of the Company. (b) Standard of Care. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage, or claim incurred by reason of any action taken or omitted to be taken by such Covered Person in his, her, their, or its capacity as a Covered Person, whether or not such Person continues to be a Covered Person at the time such loss, damage, or claim is incurred or imposed, so long as such action or omission does not constitute fraud, gross negligence, willful misconduct, or a material breach by such Covered Person of any of such Covered Person’s or such Covered Person’s Affiliates’ agreements contained herein or in any other agreements with the Company or any Company Subsidiary. (c) Good Faith Reliance. A Covered Person shall be fully protected in relying in good faith upon the records of the Company or any Company Subsidiary and upon such information, opinions, reports, or statements (including financial statements and information, opinions, reports, or statements as to the value or amount of the assets, liabilities of the Company or any Company Subsidiary, or any facts pertinent to the existence and amount of assets from which Distributions might properly be paid) of the following Persons or groups: (i) a Manager; (ii) one or more Officers
30 or employees of the Company or any Company Subsidiary; (iii) any attorney, independent accountant, appraiser, or other expert or professional employed or engaged by or on behalf of the Company or any Company Subsidiary; or (iv) any other Person selected in good faith by or on behalf of the Company or any Company Subsidiary, in each case as to matters that such relying Person reasonably believes to be within such other Person’s professional or expert competence. The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in § 18-406 of the Delaware Act. Section 11.02 Liabilities and Duties of Covered Persons. Each Manager and each Officer shall perform his or her respective duties in good faith and in a manner reasonably believed by such Person to be in the best interests of the Company. Except as expressly set forth in this Agreement, (i) each Manager will be deemed to owe the same fiduciary duties to the Company and the Members as a director of a Delaware for-profit corporation owes to such corporation and the stockholders of such corporation under the laws of the State of Delaware and (ii) each Officer will be deemed to owe the same fiduciary duties to the Company and the Members as an officer of a Delaware for-profit corporation owes to such corporation and the stockholders of such corporation under the laws of the State of Delaware. Section 11.03 Indemnification. (a) To the fullest extent permitted by the Delaware Act, as the same now exists or may hereafter be amended, substituted, or replaced (but, in the case of any such amendment, substitution, or replacement only to the extent that such amendment, substitution, or replacement permits the Company to provide broader indemnification rights than the Delaware Act permitted the Company to provide prior to such amendment, substitution, or replacement), the Company shall indemnify, hold harmless, defend, pay, and reimburse any Covered Person from and against any and all losses, claims, damages, judgments, fines, or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines, or liabilities, and any amounts expended in settlement of any claims (collectively, “Losses”) to which such Covered Person may become subject by reason of: (i) any act or omission or alleged act or omission performed or omitted to be performed on behalf of the Company in connection with the business of the Company; or (ii) the fact that such Covered Person is or was acting in connection with the business of the Company as a manager, officer, employee, or agent of the Company or that such Covered Person is or was serving at the request of the Company as a manager, director, officer, employee, or agent of any other Person, including any Company Subsidiary; provided, that (x) such Covered Person acted in good faith and in a manner believed by such Covered Person to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe his, her, their, or its conduct was unlawful, and (y) such Covered Person’s conduct did not constitute fraud, gross negligence, willful misconduct, or a material breach by such Covered Person of any of such Covered Person’s or such Covered Person’s Affiliates’ agreements contained herein or in any other agreements with the Company or any Company Subsidiary, in each case as determined by a final, non-appealable order of a court of competent jurisdiction. In connection with the foregoing, the termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon
31 a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Covered Person did not act in good faith or, with respect to any criminal proceeding, had reasonable cause to believe that such Covered Person’s conduct was unlawful, or that the Covered Person’s conduct constituted fraud, gross negligence, willful misconduct, or a material breach by such Covered Person of any of such Covered Person’s or such Covered Person’s Affiliates’ agreements contained herein or in any other agreements with the Company or any Company Subsidiary. (b) Entitlement to Indemnity. The indemnification provided by this Section 11.03 shall not be deemed exclusive of any other rights to indemnification to which those seeking indemnification may be entitled under any agreement or otherwise. The provisions of this Section 11.03 shall continue to afford protection to each Covered Person regardless of whether such Covered Person remains in the position or capacity pursuant to which such Covered Person became entitled to indemnification under this Section 11.03 and shall inure to the benefit of the executors, administrators, legatees, and distributees of such Covered Person. (c) Insurance. To the extent available on commercially reasonable terms, the Company may purchase and thereafter maintain, at its expense, insurance to cover Losses covered by the foregoing indemnification provisions and to otherwise cover Losses for any breach or alleged breach by any Covered Person of such Covered Person’s duties in such amount and with such deductibles as the Board may determine; provided, that the failure to obtain such insurance shall not affect the right to indemnification of any Covered Person under the indemnification provisions contained herein, including the right to be reimbursed or advanced expenses or otherwise indemnified for Losses hereunder. If any Covered Person recovers any amounts in respect of any Losses from any insurance coverage, then such Covered Person shall, to the extent that such recovery is duplicative, reimburse the Company or any Company Subsidiary for any amounts previously paid to such Covered Person by the Company or any Company Subsidiary in respect of such Losses. (d) Funding of Indemnification Obligation. Notwithstanding anything contained herein to the contrary, any indemnity by the Company relating to the matters covered in this Section 11.03 shall be provided out of and to the extent of Company assets only, and no Member (unless such Member otherwise agrees in writing) shall have personal liability on account thereof or shall be required to make additional Capital Contributions to help satisfy such indemnity by the Company. (e) Savings Clause. If this Section 11.03 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Covered Person pursuant to this Section 11.03 to the fullest extent permitted by any applicable portion of this Section 11.03 that shall not have been invalidated and to the fullest extent permitted by Applicable Law. (f) Amendment. The provisions of this Section 11.03 shall be a contract between the Company, on the one hand, and each Covered Person who served in such capacity at any time while this Section 11.03 is in effect, on the other hand, pursuant to which the Company and each such Covered Person intend to be legally bound. No amendment, modification, or repeal of this Section 11.03 that adversely affects the rights of a Covered Person to indemnification for Losses incurred or relating to a state of facts existing prior to such amendment, modification, or repeal shall apply
32 in such a way as to eliminate or reduce such Covered Person’s entitlement to indemnification for such Losses without the Covered Person’s prior written consent. Section 11.04 Survival. The provisions of this ARTICLE XI shall survive the dissolution, liquidation, winding up, and termination of the Company. ARTICLE XII MISCELLANEOUS Section 12.01 Protection Agreement. Any action taken by the Company, a Member, the Board, any sole Manager or any officer of the Company that is either not permitted by or would constitute a breach of the Protection Agreement shall be considered null and void, and the Company and all Members agree that (1) the Company has no authority (pursuant to Section 7.01 hereof or otherwise) to take any such action and (2) notwithstanding anything to the contrary in this Agreement, this Section and Section 4.13 shall be for the benefit of and enforceable by Harvest or their permitted assigns, as applicable, which shall be entitled to seek any relief or remedy (including specific performance) permissible under applicable law in connection therewith. The Company and each Member acknowledge and agree that the Protection Agreement shall remain in full force and effect upon a Transfer of Exchangeable Units and each holder of Exchangeable Units now or in the future shall be entitled to the benefits and protections set forth in the Protection Agreement. Section 12.02 Confidentiality. Each Member shall, and shall cause each of such Member’s Affiliates to, maintain, at all times (including after any time that such Member ceases to be a Member), the confidentiality of all information furnished to such Member pertaining to the Company or the Company Subsidiaries (“Confidential Information”), other than information that such Member can demonstrate (a) is or becomes generally available to the public other than as a result of a disclosure by such Member or such Member’s Affiliate; (b) becomes available to such Member or any of such Member’s Representatives on a non-confidential basis from a third party who is not known by such Member to be prohibited by any obligation of confidentiality owed to the Company or any Company Subsidiary from transmitting the information to such Member; or (c) was already in the possession of such Member prior to his, her, their, or its becoming a Member; provided, however, that the prohibitions set forth in this Section 12.02 shall not prohibit disclosure of Confidential Information (i) to Representatives of such Member or such Member’s Affiliates who, in the reasonable judgment of such Member, have a need to know such information and shall be subject to a confidentiality obligation at least as protective as set forth herein; (ii) to any investor in the equity or assets of Harvest as part of disclosures to such investor in the ordinary course of Harvest or its Affiliate’s business; (iii) to any bona fide prospective Transferee of such Member that shall have agreed to be bound by the provisions of this Section 12.02 as if a Member; (iv) to the extent necessary in the course of performing such Member’s obligations or enforcing any remedy under this Agreement or the agreements expressly contemplated hereby; or (v) as is required to be disclosed by a court of competent jurisdiction, administrative body, or governmental body or by subpoena, summons, or legal process, or by Applicable Law; provided that, to the extent permitted by Applicable Law, the Member required to make such disclosure shall provide to the Board prompt notice of such disclosure. The Company and each Member acknowledges and agrees that a public announcement and/or other disclosure of the Company, its ownership, and its business dealings (each an “Announcement”) may become necessary from time to time under applicable law or for other valid business reasons. Should the Company (or any Member) determine that an Announcement is required, it will provide notice to any Covered Person mentioned or referenced in such Announcement as soon as reasonably possible, and will not release such Announcement until the form and content of the Announcement is approved by the Covered Person, acting reasonably.
33 Section 12.03 Expenses. Except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors, and accountants, incurred in connection with the preparation and execution of this Agreement, or any amendment or waiver hereof, and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses. Section 12.04 Further Assurances. Each Member shall execute all such certificates and other documents and do all such filing, recording, publishing, and other acts as the Board deems necessary or appropriate to comply with the requirements of the Delaware Act or Applicable Law relating to the formation and operation of the Company and the acquisition, operation, or holding of its property. Section 12.05 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12.05): If to the Company: 308 East Park Avenue Tallahassee, Florida 32301 Attention: Frank Whitley If to a Member, to such Member’s respective mailing address or email address, as set forth on the Members Schedule. Section 12.06 Headings. The headings in this Agreement are inserted for convenience or reference only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision of this Agreement. Section 12.07 Severability. If any term or provision of this Agreement is held to be invalid, illegal, or unenforceable under Applicable Law in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Except as provided in Section 11.03(e), upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. Section 12.08 Entire Agreement. This Agreement, together with the Certificate of Formation, , the Protection Agreement, and all related Exhibits and Schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Section 12.09 Successors and Assigns. Subject to the restrictions on Transfers set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective
34 heirs, executors, administrators, successors, and permitted assigns. This Agreement may not be assigned by any Member except as permitted by this Agreement and any assignment in violation of this Agreement shall be null and void. Section 12.10 No Third-Party Beneficiaries. Except as provided in ARTICLE XI, which shall be for the benefit of and enforceable by Covered Persons as described therein and as provided in Section 4.13 and Section 12.01, which shall be for the benefit of and enforceable by Harvest or its permitted assigns, as applicable, this Agreement is for the sole benefit of the parties hereto (and their respective heirs, executors, administrators, successors, and permitted assigns) and nothing herein, express or implied, is intended to or shall confer upon any other Person, including any creditor of the Company, any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Section 12.11 Amendment. Subject to the terms and conditions of the Protection Agreement, no provision of this Agreement may be amended or modified except by an instrument in writing executed by the Company and Members holding a majority of the Voting Units. Any such written amendment or modification will be binding upon the Company and each Member; provided, that (i) an amendment or modification modifying the rights or obligations of (x) any Member in a manner that is disproportionately adverse to such Member relative to the rights of other Members in respect of Units of the same class or series, or (y) a class or series of Units in a manner that is disproportionately adverse to such class or series relative to the rights of another class or series of Units, shall in each case be effective only with that Member’s consent or the consent of the Members holding a majority of the Units in that disproportionately affected class or series, as applicable and (ii) any amendment or modification of this Section 12.11 shall require the approval of all Voting Members. Notwithstanding the foregoing, the Board may, without the consent of or execution by the Members, (i) amend or modify the Members Schedule, in either case to reflect any new authorization, issuance, redemption, repurchase, or Transfer of Units in accordance with this Agreement and (ii) upon execution of the Protection Agreement, insert the Protection Agreement as Exhibit C hereto. Notwithstanding the foregoing, the provisions of Section 6.03 of this Agreement may not be amended without the written consent of the holders of the Class A Units. Section 12.12 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. For the avoidance of doubt, nothing contained in this Section 12.12 shall diminish any of the explicit and implicit waivers described in this Agreement, including in Section 4.07(f), Section 7.04(c), and Section 12.15 hereof. Section 12.13 Governing Law. All issues and questions concerning the application, construction, validity, interpretation, and enforcement of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware. Section 12.14 Submission to Jurisdiction. The parties hereby agree that any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, whether in contract, tort, or otherwise, shall be
35 brought in the United States District Court for the District of Delaware or in the Court of Chancery of the State of Delaware (or, if such court lacks subject matter jurisdiction, in the Superior Court of the State of Delaware), so long as one of such courts shall have subject matter jurisdiction over such suit, action, or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action, or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action, or proceeding in any such court or that any such suit, action, or proceeding which is brought in any such court has been brought in an inconvenient form. Service of process, summons, notice, or other document by registered mail to the address set forth in Section 12.05 shall be effective service of process for any suit, action, or other proceeding brought in any such court. Section 12.15 Waiver of Jury Trial. Each party hereto hereby acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Section 12.16 Equitable Remedies. Each party hereto acknowledges that a breach or threatened breach by such party of any of such party’s obligations under this Agreement would give rise to irreparable harm to the other parties, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, each of the other parties hereto shall, in addition to any and all other rights and remedies that may be available to them in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). Section 12.17 Remedies Cumulative. The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise, except to the extent expressly provided in Section 11.02 to the contrary. Section 12.18 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of Electronic Transmission (including via Docusign or similar electronic signature) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreemen. [SIGNATURE PAGE FOLLOWS]
35940265-3 [Signature Page –Operating Agreement] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. The Company: HARVEST ENTERPRISES, LLC By:____________________________ Name: Frank Whitley Title: Manager The Initial Members: HARVEST ENTERPRISES HOLDINGS, INC By:___________________________ Name: Eric Powers Title: Secretary /s/ Eric Powers /s/ Frank Whitley
35940265-3 EXHIBIT A FORM OF JOINDER AGREEMENT See Attached
JOINDER AGREEMENT Reference is hereby made to the Limited Liability Company Agreement, (the "LLC Agreement") dated June 2, 2026, as amended from time to time of Harvest Enterprises, LLC, a limited liability company organized under the laws of Delaware (the "Company"). Pursuant to and in accordance with Section 4.01(b) of the LLC Agreement, the undersigned hereby acknowledges that it has received and reviewed a complete copy of the LLC Agreement and agrees that upon execution of this Joinder, such Person shall become a party to the LLC Agreement and shall be fully bound by, and subject to, all of the covenants, terms, and conditions of the LLC Agreement as though an original party thereto and shall be deemed, and is hereby admitted as, a Member for all purposes thereof and entitled to all the rights incidental thereto. The undersigned hereby further acknowledges that it has received and reviewed a complete copy of the Protection Agreement and agrees that upon execution of this Joinder, such Person shall be subject to, all of the covenants, terms, and conditions of the Protection Agreement. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the LLC Agreement. [SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of June 2, 2026. Whitley Holding 05192026, LLC By_____________________ Name: Title: Accepted and Agreed to: _______________ By_____________________ Name: _______________ Title: _______________
EXHIBIT B FORM OF UNIT PURCHASE AGREEMENT See Attached
EXHIBIT C PROTECTION AGREEMENT See Attached
SCHEDULE A MEMBERS SCHEDULE As of June 2, 2026 Member Name Type of Units Number of Units Whitley Holdings 05192026, LLC Class A Units 100 Harvest Enterprise Holdings, Inc. Exchangeable Units 900
CLASS A UNIT PURCHASE AGREEMENT THIS CLASS A UNIT PURCHASE AGREEMENT (this “Agreement”), is made as of June 2, 2026 by and among Harvest Enterprises, LLC (the “Company”) and Whitley Holding 05192026, LLC (the “Purchasers”), and solely for the purposes of Sections 6.2 and 6.3, Trulieve Cannabis Corp, a corporation existing under the laws of the Province of British Columbia, Canada (“Trulieve”). The parties hereby agree as follows: 1. Purchase and Sale of Preferred Units. 1.1 Sale and Issuance of Class A Units. Subject to the terms and conditions of this Agreement, the Purchasers agree to purchase at the Closing and the Company agrees to sell and issue to the Purchasers at the Closing the number of Class A Units (the “Class A Units”) set forth opposite each Purchaser’s name on Schedule 1. The Class A Units issued to the Purchasers pursuant to this Agreement shall be referred to in this Agreement as the “Units.” 1.2 Closing; Delivery. The purchase and sale of the Units shall take place as of the date of this Agreement remotely via electronic exchange of signature pages (the “Closing”). 1.3 Defined Terms Used in this Agreement. In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below. (a) “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person. (b) “Board” means the board of managers of the Company. (c) “Code” means the Internal Revenue Code of 1986, as amended. (d) “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1). (e) “Joinder” means that certain Joinder to the LLC Agreement in the form attached hereto as Exhibit A. (f) “Indemnification Agreement” means the agreement between the Company and each Manager of the Company pursuant to the LLC Agreement.
2 (g) “LLC Agreement” means the Limited Liability Company Agreement of the Company (as may be further amended, amended and restated, modified or supplemented in accordance with its terms) in the form attached hereto as Exhibit B. (h) “Manager” means a member of the Board. (i) “Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company. (j) “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity. (k) “Protection Agreement” means that certain Protection Agreement by and among the Company, Trulieve and Harvest Health and Recreation, Inc. (l) “Repurchase/Put Price” means the fair market value of a Voting Share as determined through an appraisal, assuming that the Company was offered for sale in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price per Voting Share is not affected by undue stimulus at such time or any control or voting rights premium, all on the basis of the long-term value of the Company as opposed to being determined by short-term market conditions. Implicit in this definition is the consummation of a sale as of the date of the Exercise Notice or Put Notice, as the case may be, and the passing of title from the seller to the buyer whereby: (i) the buyer and seller are typically motivated; (ii) both parties are well informed or well advised and acting in what they consider their own best interests; (iii) a reasonable time is allowed for exposure in the open market; (iv) payment is made in cash; and (v) the price per Voting Share represents the normal consideration for the Company, on a per Voting Share basis, unaffected by special or creative financing or sales concessions granted by anyone associated with the sale, but taking into account the assumption by the buyer of any financing to the extent that it may be assumed by the buyer. The buyer and seller shall jointly select an independent appraiser. In the event the buyer and seller are unable to agree upon an independent appraiser, the buyer and seller shall each select one independent appraiser who shall determine the Repurchase/Put Price. In the event that the appraisers’ determinations of the Repurchase/Put Price differ by 15% or less compared to the lower of the two values, the Repurchase/Put Price shall be the average of the two. In the event that the appraisers’ determinations of the Repurchase/Put Price differ by more than 15% compared to the lower of the two values, then the two appraisers shall jointly select a third appraiser. If the two appraisers are unable jointly to select a third appraiser, either the buyer or the seller may, upon written notice to the other, apply to the presiding judge of a court of competent jurisdiction for the selection of the third appraiser and who shall be selected from a list of names of independent appraisers submitted by the buyer and seller. Such third appraiser will independently determine the Repurchase/Put Price. If the third appraiser’s determination of the Repurchase/Put Price is less than, or greater than, both of the first two values, the third appraiser’s determination of the Repurchase/Put Price shall be disregarded and the Repurchase/Put Price will be the average of the first two appraisers’ determinations of the Repurchase/Put Price; or is equal to one of the first two appraisers’ determinations of the Repurchase/Put Price or in between the first two values, the
3 Repurchase/Put Price will be the average of the three values. The cost of the appraiser (x) appointed the buyer shall be borne by the buyer, (y) appointed by seller shall be borne by the seller and (z) appointed by the two appraisers if any, shall be shared equally by the buyer and the seller. (m) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. (n) “Trading Day” means, with respect to a stock exchange, a day on which such exchange is open for the transaction of business. (o) “Transaction Documents” means this Agreement, the LLC Agreement, the Joinder and the Indemnification Agreements. (p) “Triggering Event” has the meaning ascribed to it in the LLC Agreement. 2. Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser that the following representations are true and complete as of the dates of each Closing, except as otherwise indicated. 2.1 Organization, Good Standing, Corporate Power and Qualification. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to carry on its business as presently conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect. 2.2 Capitalization. (a) The authorized capitalization of the Company consists, immediately prior to the Closing, of: (i) Class A Units (the “Class A Units”), of which none are issued and outstanding prior to the Closing. The rights, privileges and preferences of the Class A Units are as stated in the LLC Agreement and as provided by the Delaware Limited Liability Company Act. (ii) Class B Units (the “Class B Units”), of which none are issued and outstanding prior to the Closing. The rights, privileges and preferences of the Class C-2 Units are as stated in the LLC Agreement and as provided by the Delaware Limited Liability Company Act. (iii) Exchangeable Units (the “Exchangeable Units”) of which 900 are issued and outstanding prior to the Closing. All of the outstanding Exchangeable Units are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. The rights, privileges and preferences of the Exchangeable Units are as stated in the LLC Agreement and as provided by the Delaware Limited Liability Company Act.
4 2.3 Authorization. All corporate action required to be taken by the Company’s Board and members in order to authorize the Company to enter into the Transaction Documents and to issue the Units at the applicable Closing has been taken or will be taken prior to the applicable Closing. All action on the part of the officers of the Company necessary for the execution and delivery of the Transaction Documents, the performance of all obligations of the Company under the Transaction Documents to be performed as of the applicable Closing, and the issuance and delivery of the Units has been taken or will be taken prior to the applicable Closing. The Transaction Documents, upon execution and delivery by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Indemnification Agreement may be limited by applicable federal or state securities laws. 2.4 Valid Issuance of Units. (a) The Units, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Documents, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Assuming the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to the filings pursuant to Regulation D of the Securities Act, the Units will be issued in compliance with all applicable federal and state securities laws. (b) No “bad actor” disqualifying event described in Rule 506(d)(1)(i)- (viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable., 2.5 Rights of Registration and Voting Rights. Except as provided in the LLC Agreement, the Company is not under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To the Company’s knowledge, except as contemplated in the LLC Agreement, no member of the Company has entered into any agreements with respect to the voting of membership interests of the Company. 2.6 Corporate Documents. The LLC Agreement is in the form provided to the Purchasers. 3. Representations and Warranties of the Purchasers. Each Purchaser hereby represents and warrants to the Company, severally and not jointly, that: 3.1 Authorization. The Purchaser has full power and authority to enter into the Transaction Documents. The Transaction Documents, when executed and delivered by the
5 Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, or (b) to the extent the indemnification provisions may be limited by applicable federal or state securities laws. 3.2 Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Units to be acquired by the Purchaser, as applicable, will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Units. The Purchaser has not been formed for the specific purpose of acquiring the Units. 3.3 Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Units with the Company’s management and has had an opportunity to review the Company’s facilities. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 3 of this Agreement or the right of the Purchaser to rely thereon. 3.4 Restricted Securities. The Purchaser understands that the Units have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Units are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Units indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Units for resale except as set forth in the LLC Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Units, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser understands that this offering is not intended to be part of the public offering, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act.
6 3.5 No Public Market. The Purchaser understands that no public market now exists for the Units, and that the Company has made no assurances that a public market will ever exist for the Units. 3.6 Legends. The Purchaser understands that the Units and any securities issued in respect of or exchange for the Units, may be notated with one or all of the following legends: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.” (a) Any legend set forth in, or required by, the LLC Agreement. (b) Any legend required by the securities laws of any state to the extent such laws are applicable to the Units represented by the certificate, instrument, or book entry so legended. 3.7 Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. 3.8 Foreign Purchasers. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Units (as applicable), (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Units. The Purchaser’s subscription and payment for and continued beneficial ownership of the Units will not violate any applicable securities or other laws of the Purchaser’s jurisdiction. 3.9 Reliance by the Company. The Purchaser understands that the representations, warranties, covenants and acknowledgements set forth in this Section 4 constitute a material inducement to the Company entering into this Agreement. 3.10 Exculpation Among Purchasers. The Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers and Managers, in making its investment or decision to invest in the Company. The Purchaser agrees that neither any Purchaser nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Units.
7 3.11 No “Bad Actor” Disqualification Events. Neither (a) the Purchaser, (b) any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members, nor (c) any beneficial owner of a Borrower's voting equity securities (in accordance with Rule 506(d) of the Act) held by the Purchaser is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Act (“Disqualification Events”), expect for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Act.. 3.12 No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, equityholders or partners has either directly or indirectly, including, through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Units. 4. Conditions to the Purchaser’s Obligations at each Closing. The obligations of the Purchaser to purchase Units at the applicable Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived: 4.1 Representations and Warranties. The representations and warranties of the Company contained in Section 3 shall be true and correct in all respects on and as of the applicable Closing. 4.2 Performance. The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before the applicable Closing. 4.3 Compliance Certificate. The Chief Executive Officer of the Company shall deliver to the Purchasers at the Closing a certificate certifying that the conditions specified in Subsections 5.1 and 5.2 have been fulfilled. 4.4 Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Units pursuant to this Agreement shall be obtained and effective as of such Closing. 4.5 Indemnification Agreement. The Company shall have executed and delivered the Indemnification Agreements. 4.6 LLC Agreement. The Company shall have properly adopted the LLC Agreement prior to the Closing, which shall continue to be in full force and effect as of the applicable Closing. 4.7 Secretary’s Certificate. The Secretary or other officer of the Company shall have delivered to the Purchasers at the applicable Closing a certificate certifying (i) resolutions of the Board approving the Transaction Documents and the transactions contemplated under the Transaction Documents and (ii) resolutions of the members of the Company approving the LLC Agreement.
8 4.8 Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the applicable Closing and all documents incident thereto (shall be reasonably satisfactory in form and substance to the Purchasers). 5. Conditions of the Company’s Obligations at Closing. The obligations of the Company to sell Units to the Purchasers at each Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived: 5.1 Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct in all respects as of the applicable Closing. 5.2 Performance. The Purchasers shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them on or before the applicable Closing. 5.3 Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Units pursuant to this Agreement shall be obtained and effective as of the applicable Closing. 6. Shareholder Rights. 6.1 Nomination Rights. For so long as any Purchaser owns more than 50% of the Voting Shares, such Purchaser shall be permitted to appoint two (2) Managers to the Board. 6.2 Call Right. Subject to the Protection Agreement, the Company shall have the right, but not the obligation, at any time following the Triggering Event, to purchase all of the Voting Shares owned by the Purchasers at a purchase price per Voting Share equal to the Repurchase/Put Price which shall be payable in cash. Subject to the Protection Agreement, the Company shall exercise such purchase rights by written notice (“Exercise Notice”) given to the Purchasers and, the Company shall pay to the Purchasers an amount in cash equal to the aggregate amount of the Repurchase/Put Price payable to each Purchaser by wire transfer of immediately available funds. Subject to the Protection Agreement, the Company may assign its rights under this Section 6.2 to any Person; provided, that the assignee agrees to be bound by the terms of this Agreement and assumes all of the Company’s obligations hereunder; provided further, that the Company remains primarily liable if the assignee does not perform under this Agreement. The closing of any such purchase and sale transaction shall occur within 30 days of the Company (or its assignee) delivering the Exercise Notice. The Purchasers agree that they will perform their obligations hereunder and will ratify and confirm all that the Company may do or cause to be done pursuant to the foregoing. The Purchasers agree that they shall execute and deliver all documents and agreements, and take all other actions, that the Company may reasonably request in order to consummate any repurchase as contemplated herein. 6.3 Put Right. Each Purchaser shall have the right, but not the obligation, at any time after the Triggering Event, to put all (and only all) of the Voting Shares owned by such
9 Purchaser to the Company at the Repurchase/Put Price, which shall be payable in cash. A Purchaser shall exercise such put right by written notice (“Put Notice”) given to the Company and the Company shall pay to the Purchaser an amount in cash equal to the aggregate amount of the Repurchase/Put Price payable to the Purchaser by wire transfer of immediately available funds. The closing of any such purchase and sale transaction shall occur within thirty (30) days of the Purchaser delivering the Put Notice; provided however that Trulieve shall have the right to delay the closing for up to one hundred and twenty (120) months. The Company agrees that they shall, and shall cause Trulieve to, execute and deliver all documents and agreements, and take all other actions, that the Purchaser may reasonably request in order to consummate any sale as contemplated herein. 7. Miscellaneous. 7.1 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 7.2 Governing Law. This Agreement shall be governed by the internal law of the State of Delaware without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware. 7.3 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. 7.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 7.5 Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on the signature page or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Subsection 7.7
10 7.6 No Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible. 7.7 Fees and Expenses. Each Party shall bear their own fees and expenses in incurred connection with the transactions contemplated hereby and by the Transaction Documents.. 7.8 Amendments and Waivers. Any term of this Agreement may be amended, terminated or waived only with the written consent of the Company holders of a majority of the Units, and with respect to Sections 6.2 and 6.3, Trulieve. Any amendment or waiver effected in accordance with this Subsection 7.10 shall be binding upon the Purchaser and each transferee of the Units, each future holder of all such securities, and the Company. 7.9 Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. 7.10 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. 7.11 Entire Agreement. This Agreement (including the Exhibits hereto), the Protection Agreement, the LLC Agreement, and the Joinder constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled. 7.12 Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any
11 suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of Delaware or the United States District Court for the District of Delaware, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 7.13 No Commitment for Additional Financing. The Company acknowledges and agrees that no Purchaser has made any representation, undertaking, commitment or agreement to provide or assist the Company in obtaining any financing, investment or other assistance, other than the purchase of the Units as set forth herein and subject to the conditions set forth herein. In addition, the Company acknowledges and agrees that (i) no statements, whether written or oral, made by any Purchaser or its representatives on or after the date of this Agreement shall create an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment, (ii) the Company shall not rely on any such statement by any Purchaser or its representatives, and (iii) an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment may only be created by a written agreement, signed by such Purchaser and the Company, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement. The Purchaser shall have the right, in its sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Company, and shall have no obligation to assist or cooperate with the Company in obtaining any financing, investment or other assistance. [Signature Pages Follow]
SIGNATURE PAGE TO CLASS A UNIT PURCHASE AGREEMENT IN WITNESS WHEREOF, the parties have executed this CLASS A UNIT PURCHASE AGREEMENT as of the date first written above. COMPANY: By: Name: Eric Powers Title: Secretary Address: 3494 Martin Hurst Road Tallahassee, FL 32312 Telephone: (770) 330-0831 Attention: Eric Powers /s/ Eric Powers
SIGNATURE PAGE TO CLASS A UNIT PURCHASE AGREEMENT IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. Purchaser Whitley Holding 05192026, LLC By: Name: Frank Whitley Title: Manager Address for notice 308 East Park Avenue, Tallahassee, Florida 32301 /s/ Frank Whitley
i SCHEDULES & EXHIBITS Schedule 1 - PURCHASERS Exhibit A - FORM OF JOINDER Exhibit B - FORM OF LLC AGREEMENT
SCHEDULE 1 PURCHASERS Closing (Date: June 2, 2026) Name and Address of Purchaser Total Cash Purchase Price ($) Units Purchased by Cash Total Units Whitley Holding 05192026, LLC 14,841,000.00 100 Class A Units 100 Class A Units
EXHIBIT A FORM OF JOINDER
EXHIBIT B FORM OF LLC AGREEMENT
PROTECTION AGREEMENT HARVEST ENTERPRISES HOLDINGS, INC. - and - TRULIEVE CANNABIS CORP. - and - HARVEST ENTERPRISES, LLC. June 2, 2026
TABLE OF CONTENTS 1. DEFINITIONS. ...............................................................................................................................3 2. CONDUCT OF BUSINESS OF THE COMPANY......................................................................8 (a) Conduct ................................................................................................................................8 (b) Restrictions ..........................................................................................................................8 (c) Obligations.........................................................................................................................10 (d) Notices................................................................................................................................10 (e) Updates ..............................................................................................................................11 (f) Director Rights...................................................................................................................11 (g) Access.................................................................................................................................11 (h) Investigations .....................................................................................................................12 (i) Public Announcements.......................................................................................................12 (j) Government Filings ...........................................................................................................12 3. REPRESENTATIONS AND WARRANTIES. ..........................................................................12 4. MISCELLANEOUS. ....................................................................................................................13 (a) Successors and Assigns......................................................................................................14 (b) Governing Law...................................................................................................................14 (c) Counterparts ......................................................................................................................14 (d) Titles and Subtitles .............................................................................................................15 (e) Notices................................................................................................................................15 (f) Amendments and Waivers ..................................................................................................15 (g) Further Assurances ............................................................................................................15 (h) No Third-Party Beneficiaries.............................................................................................15 (i) Publicity .............................................................................................................................15 (j) Severability ........................................................................................................................15 (k) Entire Agreement ...............................................................................................................16 (l) Injunctive Relief .................................................................................................................16 (m) Costs and Expenses............................................................................................................16 (n) Construction.......................................................................................................................16 (o) Waiver of Jury Trial...........................................................................................................16 (p) Exclusive Venue .................................................................................................................17 (q) Acknowledgement ..............................................................................................................17 (r) Control of the Business ......................................................................................................17 (s) Delays or Omissions ..........................................................................................................17
PROTECTION AGREEMENT THIS PROTECTION AGREEMENT made effective the 2nd day of June, 2026. AMONG: Harvest Enterprises, LLC., a limited liability company existing under the laws of the State of Delaware (the “Company”) - and - Trulieve Cannabis Corp., a corporation existing under the laws of the Province of British Columbia (“Trulieve”) - and - Harvest Enterprises Holdings, Inc., a corporation existing under the laws of the State of Delaware (“Harvest”) (together, the “Parties” or individually, the “Party” as the context requires) WHEREAS following an investment by Whitley Holding 05192026, LLC in the Company, Harvest will own Exchangeable Units of the Company (the “Exchangeable Units”), which are convertible into class B units of the Company (the “Class B Units”); AND WHEREAS Harvest is a wholly-owned subsidiary of Trulieve; AND WHEREAS Trulieve and Harvest are seeking assurances from the Company that it will not intentionally erode the value of the Exchangeable Units during the period (the “Interim Period”) commencing on the date hereof until such time as all of the Exchangeable Units held by Harvest are, at the sole discretion of Harvest, converted into Class B Units; AND WHEREAS the Parties have entered into this Agreement to address the concerns raised by Trulieve and Harvest; NOW THEREFORE in consideration of the foregoing premises, which are an integral part hereof, and in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. DEFINITIONS. In addition to the terms defined elsewhere in this Agreement, for purposes of this Agreement: (a) “Agreement” means this protection agreement, as the same may be amended, supplemented or restated. (b) “Affiliate” means, with respect to the Person to which it refers, (i) a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such Person, (ii) any officer, director, manager, member or shareholder of such Person, (iii) any parent, sibling, descendant or spouse of such Person or of any of the Persons referred to in clauses (i) and (ii), and (iv) any corporation, limited liability company, general or limited partnership, trust, association or other business or investment entity that directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with any of the foregoing individuals. For purposes of this definition, the term “control” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the
- 4 - management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise; (c) “Authorization” means, with respect to any Person, any order, permit, approval, consent, waiver, license or similar authorization of any Governmental Body having jurisdiction over the Person necessary to carry on its business as now being conducted; (d) “Business Day” means any day that is not a Saturday, Sunday or any other day on which banks are required or authorized by Law to be closed in New York, New York or Toronto, Ontario; (e) “Cannabis” means (i) all living or dead material, plants, seeds, plant parts or plant cells from any cannabis species or subspecies other than Hemp, including wet and dry material, trichomes, oil and extracts from cannabis other than Hemp (including cannabinoid or terpene extracts from any cannabis plant other than Hemp), and (ii) biologically or synthetically synthesized analogs of cannabinoids extracted, using micro-organisms, from any cannabis plant other than Hemp; (f) “Class A Units” means the class A units of the Company; (g) “Class B Units” has the meaning ascribed thereto in the recitals to this Agreement; (h) “Company” has the meaning ascribed thereto in the preamble to this Agreement; (i) “Company Board” means the board of directors of the Company as constituted from time to time; (j) “Company Employees” means the employees of the Company (if any) and its Subsidiaries; (k) “Contract” means any oral or written contract, obligation, understanding, commitment, lease, license, instrument, purchase order, bid or other agreement; (l) “Copyrights” means any and all works of authorship, copyrightable subject matter, copyrights, mask works, and database rights, together with all website content, source code, computer programs, digital content, forms, manuals, reports, guidelines, labels, documents, advertising materials, promotional materials, and marketing materials, all translations, derivative works, adaptations, compilations and combinations of the foregoing, and all applications, registrations and renewals in connection therewith; (m) “Debt” means any (i) obligations relating to indebtedness for borrowed money; (ii) obligations evidenced by bonds, notes, debentures or similar instruments; (iii) obligations in respect of capitalized leases (calculated in accordance with U.S. GAAP); (iv) obligations for the deferred purchase price of property or services; (v) obligations in the nature of guarantees of obligations of the type described in clauses (i) through (iv) above of any other Person; and (vi) all accrued interest in respect of any of the foregoing and any applicable prepayment, redemption, breakage, make- whole or other premiums, fees or penalties; (n) “Director Appointee” has the meaning ascribed thereto in Section 2(f) of this Agreement; (o) “Domain Names” means any and all Internet addresses and domain names, together with all applications, registrations and renewals in connection therewith; (p) “Exchangeable Units” has the meaning ascribed thereto in the recitals to this Agreement; (q) “Final Order Date” means the date that the United States Department of Justice issues a final order reclassifying drug products containing marijuana for adult non-medical use (i.e. recreational) to Schedule III of the Controlled Substances Act (21 U.S.C. 801 et seq.). (r) “Governmental Body” means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, ministry, agency or
- 5 - instrumentality, domestic or foreign; (ii) any subdivision or authority of any of the above; (iii) any quasi- governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (iv) any stock exchange; (s) “Harvest” has the meaning ascribed thereto in the preamble to this Agreement; (t) “Hemp” has the meaning set forth in Section 297A of the Agricultural Marketing Act of 1946 (7 U.S.C. § 1621 et seq.), as amended by Public Law No. 115-334, and as may be further amended from time to time; (u) “Intellectual Property” means all intellectual property, intellectual property rights and all proprietary rights of any type in any jurisdiction throughout the world, whether registered or unregistered, whether published or not published, including the following and all rights of the following types, together with all rights, title and interests otherwise pertaining to or deriving from: (i) Patents; (ii) Trademarks; (iii) Copyrights; (iv) Proprietary Information; (v) Domain Names; (vi) Social Media Identifiers; (vii) all design rights, economic rights, moral rights, publicity rights, privacy rights and shop rights; (vii) all Software; (ix) all intellectual property licenses and sublicenses; (x) all rights to claim priority to, file an application for, and obtain a grant, renewal and extension in connection with any of the foregoing; (xi) all applications, registrations and renewals in connection with any of the foregoing; (xii) all rights to assert, defend and recover title in connection with any of the foregoing; (xiii) all rights to sue and recover for any past, present and future infringement, misappropriation, violation, damages, lost profits, royalties, payments and proceeds in connection with any of the foregoing; (xiv) all other intellectual property or proprietary rights; and (xv) all copies and tangible embodiments of any of the foregoing; (v) “Interim Period” has the meaning ascribed thereto in the recitals to this Agreement; (w) “Law” means any foreign or domestic federal, state or local law, statute, code, ordinance, regulation, rule, directive, consent agreement, constitution or treaty of any Governmental Body, including common law, other than the U.S. Federal Cannabis Laws; (x) “Liability” means any liability, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due; (y) “Lien” means any lien, mortgage, pledge, encumbrance, charge, security interest, adverse claim, liability, interest, charge, preference, priority, proxy, transfer restriction (other than restrictions under the Securities Act and state securities laws), encroachment, lien for Taxes, order, community property interest, equitable interest, option, warrant, right of first refusal, easement, profit, license, servitude, right of way, covenant or zoning restriction; (z) “Ordinary Course of Business” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency) as the same may evolve from time to time and subject to any commercially reasonable changes to the foregoing to accommodate changes in the business of the Company from time to time that are made in accordance with this Agreement; (aa) “Organizational Documents” means (i) any certificate or articles of incorporation, bylaws, certificate or articles of formation, operating agreement or partnership agreement; (ii) any documents comparable to those described in clause (i) as may be applicable pursuant to any Law; and (iii) any amendment or modification to any of the foregoing; (bb) “Parties” or “Party” has the meaning ascribed thereto in the preamble to this Agreement; (cc) “Patents” means any and all patents and patent applications, including all reissuances, continuations, continuations-in-part, divisions, provisionals, non-provisionals, extensions, re-
- 6 - examinations, inter partes review applications, post grant review applications, covered business method applications, applications claiming or providing priority thereto, applications based on any inventions, and all certificates and patents issued therefrom; (dd) “Permitted Debt” has the meaning ascribed thereto in Section 2(b)(xii); (ee) “Permitted Lien” means any: (i) purchase-money security interest or capital lease up to the maximum aggregate amount of the Permitted Debt at any time incurred by the applicable entities in connection with the purchase or leasing of capital equipment; (ii) Lien securing Debt up to the maximum aggregate amount of the Permitted Debt at any time at the applicable entities; and (iii) Lien consented to in writing by Harvest. (ff) “Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, estate, trust, unincorporated organization, Governmental Body or other entity, of whatever nature; (gg) “Proprietary Information” means any and all trade secrets, know-how, confidential or proprietary information, any information that derives economic value from not being generally known, inventions, ideas, discoveries, research, development, improvements, processes, methods, formulas, compositions, substances, models, materials, parameters, procedures, techniques, therapies, treatments, technologies, devices, systems, modules, studies, protocols, budgets, tests, test and study results, diagnoses, analyses, data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and technical, clinical, operational, financial and business information; (hh) “Regulatory Approval” means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Body, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Body, and with respect to such consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Body, it shall not have been withdrawn, terminated, lapsed, expired or is otherwise no longer effective; (ii) “Representatives” means a Party’s directors, officers, employees and advisors; (jj) “Repurchase Right” means the Company’s right, but not the obligation, at any time, to purchase any Class A Units issued at a purchase price (the “Repurchase Price”) which shall be payable in cash; provided that the Company exercises such purchase right by written notice to the holder of the Class A Units subject to the purchase right and the Company shall pay to such holder an amount in cash equal to the aggregate amount of the Repurchase Price payable to such holder by wire transfer of immediately available funds; (kk) “Repurchase Price” has the meaning ascribed thereto in the definition of Repurchase Right; (ll) “SEC” means the United States Securities and Exchange Commission; (mm) “Securities Act” means the Securities Act of 1933, as amended, and any applicable rules and regulations thereunder, and any successor to such statute, rules or regulations; (nn) “Social Media Identifiers” means all social media accounts, corporate identifiers, website addresses, pages, profiles, handles, feeds, registrations, and presences, together with all content and data thereof and all account information, user names and passwords necessary to access, transfer, use and update any of the foregoing; (oo) “Software” means all (i) software, computer programs, applications, systems, code, data, databases, and information technology, including firmware, middleware, drivers, system monitoring software, algorithms, models, methodologies, program interfaces, source code, object
- 7 - code, html code, and executable code; (ii) Internet and intranet websites, databases and compilations, including data and collections of data, whether machine-readable or otherwise; (iii) development and design tools, utilities, and libraries; (iv) technology supporting websites, digital contents, user interfaces, and the contents and audiovisual displays of websites; (v) all versions, updates, corrections, enhancements, and modifications thereto; and (vi) media, documentation and other works of authorship, including forms, user manuals, developer notes, comments, support, maintenance and training materials, relating to or embodying any of the foregoing or on which any of the foregoing is recorded; (pp) “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof and for this purpose, a Person or Persons owns a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be controlled by or control any manager, management board, managing director or general partner of such business entity (other than a corporation). The term “Subsidiary” shall include all Subsidiaries of such Subsidiary; (qq) “Tax” or “Taxes” means any federal, state, local and foreign net income, alternative or add-on minimum, estimated, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, capital profits, lease, service, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, abandoned property or escheat, environmental or windfall profit tax, customs duty or other tax, governmental fee or other like assessment or charge (and any liability incurred or borne by virtue of the application of Treasury Regulation Section 1.1502-6 (or any similar or corresponding provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise), together with all interest, penalties, additions to tax and additional amounts with respect thereto, whether disputed or not; (rr) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof; (ss) “Trademarks” means any and all trademarks, service marks, certification marks, collective marks, logos, symbols, slogans, trade dress, trade names, brand names, corporate or business names, and all other source or business identifiers, together with all translations, adaptations, derivations and combinations of the foregoing, all goodwill of the business associated with each of the foregoing, all common law rights thereto, and all applications, registrations and renewals in connection therewith; (tt) “Trading Day” means, with respect to a stock exchange, a day on which such exchange is open for the transaction of business; (uu) “Trulieve” has the meaning ascribed thereto in the preamble to this Agreement; (vv) “U.S. Federal Cannabis Laws” means any U.S. federal law, civil, criminal or otherwise, that prohibit or penalize, the advertising, cultivation, harvesting, production, distribution, sale and possession of Cannabis and/or related substances or products containing or relating to the same, and related activities, including the prohibition on drug trafficking under the Controlled Substances Act (21 U.S.C. § 801, et seq.), the conspiracy statute under 18 U.S.C. § 846, the bar against aiding
- 8 - and abetting the conduct of an offense under 18 U.S.C. § 2, the bar against misprision of a felony (concealing another’s felonious conduct) under 18 U.S.C. § 3(c), the bar against being an accessory after the fact to criminal conduct under 18 U.S.C. § 3, and federal money laundering statutes under 18 U.S.C. §§ 1956, 1957 and 1960; and (ww) “U.S. GAAP” means generally accepted accounting principles in effect from time to time in the United States as set forth in pronouncements of the Financial Accounting Standards Board (and its predecessors) and the American Institute of Certified Public Accountants. 2. CONDUCT OF BUSINESS OF THE COMPANY. (a) Conduct. The Company covenants and agrees that, during the Interim Period, except: (i) with the prior written consent of Harvest; (ii) as expressly required or permitted by this Agreement; or (iii) as required by applicable Laws, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in the Ordinary Course of Business and in accordance with its Organizational Documents, and all applicable Laws, and the Company shall maintain and preserve its and its Subsidiaries’ business organizations, properties, assets, rights, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which the Company or any of its Subsidiaries has material business relations. (b) Restrictions. Without limiting the generality of Section 2(a), the Company covenants and agrees that, during the Interim Period, except: (i) with the prior written consent of Harvest; (ii) as expressly required or permitted by this Agreement; or (iii) as required by applicable Laws, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (i) amend its Organizational Documents or, in the case of any Subsidiary which is not a corporation, its similar organizational documents; (ii) declare, set aside or pay any dividend or other distribution of any kind or nature (whether in cash, stock or property or any combination thereof) in respect of any securities, other than (a) dividends between the Company and wholly-owned Subsidiaries; or (b) dividends in respect of the Class A Units up to a maximum of (x) prior to the Final Order Date $270,000 per month, and (y) after the Final Order Date, $1,270,000 per month until the date that is sixteen (16) months following the Final Order Date, and (z) thereafter, $370,000 per month for the next one hundred and four (104) months, in each case provided that the Company has sufficient capital to operate in the Ordinary Course of Business after paying the dividend; (iii) reclassify any securities of the Company or any of its Subsidiaries; (iv) redeem, repurchase, or otherwise acquire, or offer to redeem, repurchase or otherwise acquire, any securities of the Company or any of its Subsidiaries; (v) issue additional securities of the Company or any of its Subsidiaries to any Person other than Harvest, provided that any securities of the Company that are issued to a Person other than Harvest shall have a Repurchase Right; (vi) create any new Subsidiaries, other than Subsidiaries that are wholly-owned by the Company or another Subsidiary of the Company, or cause any wholly-owned Subsidiary of the Company to become non-wholly-owned; (vii) amend the terms of any of the securities of the Company or any Subsidiary; (viii) reorganize, amalgamate or merge the Company or any Subsidiary with a third-party;
- 9 - (ix) undertake any voluntary dissolution, liquidation or winding-up of the Company or any Subsidiary or any other distribution of assets of the Company or any Subsidiary for the purpose of winding-up its affairs; (x) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of the Company or any of its Subsidiaries; (xi) enter into any Contract for Debt that exceeds, at any time, $500,000; (xii) incur Debt other than Debt that does not exceed, at any time, $500,000 (the “Permitted Debt”); (xiii) pledge or otherwise encumber, or authorize the pledge or other encumbrance of any securities of the Company (other than a pledge by an individual member of its ownership interest therein) or any of its Subsidiaries, or any options, warrants, restricted units or similar rights exercisable or exchangeable for or convertible into securities of the Company or any of its Subsidiaries, or other rights that are linked to the price or the value of any securities of the Company or any of its Subsidiaries (other than the foregoing entered into or effected pursuant to the terms of this Agreement); (xiv) create, issue, incur, assume or permit to exist any lease, Lien or other encumbrance upon or against any property, asset or undertaking of the Company or any of its Subsidiaries, other than Permitted Liens; (xv) enter into any Contract containing any provision restricting, impeding or preventing Harvest from converting the Exchangeable Units into Class B Units; (xvi) enter into any Contract that provides for a payment to any current, former or future Company Employee or any current, former or future director of the Company in the event that either (A) Harvest converts the Exchangeable Units into Class B Units; or (B) Trulieve or an Affiliate of Trulieve acquires the Company; (xvii) make any loan to any officer, director, Company Employee or consultant of the Company or any of its Subsidiaries; (xviii) enter into any interested party transaction, unless such transaction is on arm’s-length, fair market value terms; (xix) sell all or substantially all of the assets of the Company or any of its Subsidiaries (including any securities of a Subsidiary); (xx) enter into any agreement or arrangement that limits or otherwise restricts in any material respect the Company or any successor thereto or any Subsidiary, or that would, after the Interim Period, limit or restrict in any material respect the Company or any of its current or future Affiliates from competing in any manner; (xxi) knowingly take any action or fail to take any action which action or failure to act would result in the loss, expiration or surrender of, or the loss of any material benefit under, or could reasonably be expected to cause any Governmental Body to institute proceedings for the suspension, revocation or limitation of rights under, any material Authorizations necessary to conduct its businesses as now conducted, or fail to prosecute any pending applications to any Governmental Bodies for material Authorizations; (xxii) take any action, or refrain from taking any action, or permitting any action to be taken or not taken, which could reasonably be expected to prevent, materially delay or otherwise impede the ability for Harvest to convert the Exchangeable Units into Class B Units; or
- 10 - (xxiii) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing. (c) Obligations. Without limiting the generality of 2(a), the Company covenants and agrees that, during the Interim Period, except: (i) with the prior written consent of Harvest; (ii) as expressly required or permitted by this Agreement; or (iii) as required by applicable Law, the Company shall, and shall cause its Subsidiaries to, directly or indirectly: (i) do or cause to be done all things necessary to preserve and maintain the existence of the Company and its Subsidiaries; (ii) take all actions necessary or desirable to maintain the Company’s and its Subsidiaries’ good standing and qualification to conduct business in its jurisdiction of formation and in any other jurisdiction in which it is so qualified, including by not limited to filing all applicable annual reports, paying all applicable franchise or similar Taxes, and maintaining all applicable franchises, permits and qualifications; (iii) prepare and file when due all Tax Returns required to be filed by the Company and its Subsidiaries (except for any Tax Return for which an extension has been granted , in which case, such Tax Return shall be filed on or prior to the extended deadline), and pay, or cause to be paid, all Taxes (including estimated Taxes) due on such Tax Return (or due with respect to Tax Returns for which an extension has been granted) or which are otherwise required to be paid; (iv) take all reasonable steps and actions that are within its power and control to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are required in order to maintain the Company’s and its Subsidiaries’ material Contracts in full force and effect during the Interim Period and in order to permit Harvest to convert the Exchangeable Units into Class B Units; (v) take all reasonable steps and actions that are within its power and control to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are required in order to maintain the Company’s and its Subsidiaries’ material Contracts in full force and effect following the conversion of the Exchangeable Units into Class B Units by Harvest; (vi) oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or delay or otherwise adversely affect the ability for Harvest to convert the Exchangeable Units into Class B Units; (vii) defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers seeking to restrain, enjoin or otherwise prohibit or delay or otherwise adversely affect the ability for Harvest to convert the Exchangeable Units into Class B Units; and (viii) maintain, or cause to be maintained, public liability and casualty insurance, all in such form, coverages and amounts as are consistent with industry practices. (d) Notices. The Company covenants and agrees that during the Interim Period it shall: (i) notify Harvest at least five Business Days prior to entering into any Contract with a value of $500,000 or more per year; (ii) provide Harvest by the 15th day following each month-end, with a reporting package consisting of, among other things, a full set of consolidated financial statements of the
- 11 - Company and its Subsidiaries on a consolidated basis prepared in accordance with U.S. GAAP for the preceding calendar month ended; (iii) immediately notify Harvest of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the Company under this Agreement; (iv) promptly notify Harvest of any notice or other communication from any Person during the Interim Period alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required for Harvest to convert the Exchangeable Units into Class B Units; (v) promptly notify Harvest of any notice or other communication from any Person during the Interim Period to the effect that such Person is terminating or otherwise materially adversely modifying its relationship with the Company or any of its Subsidiaries; (vi) promptly notify Harvest of any notice or other communication from any Governmental Body during the Interim Period (and the Company shall contemporaneously provide a copy of any such written notice or communication to Harvest); (vii) promptly notify Harvest of any notice or other communication from any Governmental Body during the Interim Period regarding the revocation or threatened revocation of any material Authorization or Regulatory Approval; (viii) promptly notify Harvest of any filing, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries; and (ix) notify Harvest in writing of any material change in insurance coverages within 30 days of binding or cancellation. (e) Updates. The Company will use commercially reasonable efforts to provide Harvest with all material developments related to the Company and relevant information related to material decisions required to be made or actions required to be taken with respect to the operation of its business. The Company will use commercially reasonable efforts, in the negotiation of the agreements entered into after the date of this Agreement, to permit disclosure of information regarding such agreements to Harvest on a confidential basis. (f) Director Rights. Harvest shall have the right, but not the obligation, to appoint one Person to serve as a director on the Company Board (the “Director Appointee”). The Company shall take all actions required in order to cause the Director Appointee to be appointed as a director of the Company. If the Director Appointee ceases to hold office as a director of the Company for any reason, Harvest shall be entitled, but not obligated, to appoint an individual to replace him or her and the Company shall promptly take all reasonable steps as may be necessary to appoint such individual to the Company Board to replace the Director Appointee who has ceased to hold office. The Company covenants and agrees with Harvest that, upon the Director Appointee’s appointment to the Company Board, the Company shall provide such Director Appointee with an indemnity on terms at least as favourable to such Director Appointee as those provided to all other directors of the Company Board and the Company shall ensure that such Director Appointee has the benefit of any director or officer insurance policy in effect for the Company, such benefits to be at least as favourable as those available to all other members of the Company Board. (g) Access. In order to ensure compliance with the terms of this Agreement and the transactions contemplated hereby, the Company shall give Harvest and its Representatives (i) upon reasonable notice, reasonable access during normal business hours to its and its Subsidiaries’ (w) premises;
- 12 - (x) property and assets (including all books and records, whether retained internally or otherwise, including, for greater certainty, tax and financial documentation); (y) Contracts; and (z) senior personnel, so long as the access does not unduly interfere with the ordinary course of business of the Company; and (ii) such financial and operating data or other information with respect to the assets or business of the Company as Harvest may from time to time request. (h) Investigations. During the Interim Period, in order to ensure compliance with the terms of this Agreement and the transactions contemplated hereby, the Company shall provide, and cause each of its Subsidiaries to provide, reasonable access upon reasonable notice during normal business hours, to the Company’s and its Subsidiaries’ executive management so that Harvest may conduct reasonable investigations relating to the information provided by the Company pursuant to this Agreement as well as to the internal controls and operations of the Company and its Subsidiaries. (i) Public Announcements. The Company shall not issue any press release or make any other public statement or disclosure concerning the Company or in connection with this Agreement or the transactions contemplated hereby, without the prior written approval of Trulieve, except to the extent that the Company is required to make any public disclosure with respect to the Company or the subject matter of this Agreement by applicable Law; provided that in the event the Company is required to make disclosure by applicable Law, the Company shall use its commercially reasonable efforts to give Trulieve prior written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure) and a reasonable opportunity to review or comment on the disclosure. (j) Government Filings. The Company shall not make any filing with any Governmental Body without the consent of Harvest in connection with this Agreement or the transactions contemplated hereby. As soon as reasonably practicable after a request from Harvest, the Company shall use commercially reasonable efforts to (i) make all notifications, filings, applications and submissions with Governmental Bodies required or advisable and reasonably requested by Trulieve, (ii) obtain all required Authorization, (iii) cooperate with Harvest in connection with all Authorization sought by Harvest and (iv) maintain the Authorization, in each case, so as to enable Harvest to convert the Exchangeable Units into Class B Units. 3. REPRESENTATIONS AND WARRANTIES. (a) The Company represents and warrants to Trulieve and Harvest as follows and acknowledges that Trulieve and Harvest are relying on such representations and warranties in entering into this Agreement: (i) Formation and Organization of the Company. The Company is duly organized, validly existing and in good standing as a limited liability company under the laws of its jurisdiction of formation with the power to own or lease its property. (ii) Qualification. The Company has the requisite power and capacity to enter into this Agreement and to perform its obligations hereunder. (iii) Due Authorization. All requisite acts and proceedings have been done and taken by the Company to authorize the execution and delivery of this Agreement and the performance of the Company’s obligations hereunder (iv) Validity of Agreement. The execution and delivery of this Agreement and the performance of the Company’s obligations hereunder do not conflict with or cause a default under any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which the Company is a party or by which the Company or any of its property or assets is bound and do not conflict with nor result in any violation of any of the provisions of the Company’s governing documents or any resolution of the Company’s members or managers or any laws of the Company’s jurisdiction of formation or any order, rule or
- 13 - regulation of any court or governmental agency or body having jurisdiction over the Company or any of its property or assets. (v) Enforceability of Agreement. This Agreement constitutes and will constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of the creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable laws. (b) Trulieve represents and warrants to the Company as follows and acknowledges that the Company is relying on such representations and warranties in entering into this Agreement: (i) Incorporation and Organization of Trulieve. Trulieve is duly organized, validly existing and in good standing as a corporation under the laws of its jurisdiction of formation with the corporate power to own or lease its property. (ii) Qualification. Trulieve has the requisite corporate power and capacity to enter into this Agreement and to perform its obligations hereunder. (iii) Due Authorization. All requisite corporate acts and proceedings have been done and taken by Trulieve to authorize the execution and delivery of this Agreement and the performance of Trulieve’s obligations hereunder. (iv) Validity of Agreement. The execution and delivery of this Agreement and the performance of Trulieve’s obligations hereunder do not conflict with or cause a default under any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which Trulieve is a party or by which Trulieve or any of its property or assets is bound and do not conflict with nor result in any violation of any of the provisions of Trulieve’s articles, by-laws or other constating documents or any resolution of Trulieve’s shareholders or directors or any laws of Trulieve’s jurisdiction of incorporation or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Trulieve or any of its property or assets. (v) Enforceability of Agreement. This Agreement constitutes a legal, valid and binding obligation of Trulieve enforceable in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of the creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable laws. (c) Harvest represents and warrants to the Company as follows and acknowledges that the Company is relying on such representations and warranties in entering into this Agreement: (i) Incorporation and Organization of Harvest. Harvest is duly organized, validly existing and in good standing as a corporation under the laws of its jurisdiction of formation with the corporate power to own or lease its property. (ii) Qualification. Harvest has the requisite corporate power and capacity to enter into this Agreement and to perform its obligations hereunder.
- 14 - (iii) Due Authorization. All requisite corporate acts and proceedings have been done and taken by Harvest to authorize the execution and delivery of this Agreement and the performance of Harvest’s obligations hereunder. (iv) Validity of Agreement. The execution and delivery of this Agreement and the performance of Harvest’s obligations hereunder do not conflict with or cause a default under any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which Harvest is a party or by which Harvest or any of its property or assets is bound and do not conflict with nor result in any violation of any of the provisions of Harvest’s articles, by-laws or other constating documents or any resolution of Harvest’s shareholders or directors or any laws of Harvest’s jurisdiction of incorporation or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Harvest or any of its property or assets. (v) Enforceability of Agreement. This Agreement constitutes a legal, valid and binding obligation of Harvest enforceable in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of the creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable laws. 4. MISCELLANEOUS. (a) Successors and Assigns. The rights under this Agreement may be assigned (and only with all related obligations) in whole or in part by Trulieve or Harvest; provided that any assignment of this Agreement to a third-party shall require Harvest to transfer all of the Exchangeable Units then held by Harvest to such third-party; provided further that notwithstanding the foregoing, nothing herein shall prevent Trulieve or Harvest (and neither Trulieve not Harvest shall be prohibited) from granting liens or otherwise pledging its rights hereunder in favor of the lenders under Trulieve’s or Harvest’s Contracts for Debt (or be interpreted to prohibit the exercise of remedies in connection with such Liens or pledges). Any assignment by the Company may be made only with the prior written consent of Harvest. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein. Any transfer or attempted transfer of any rights under this Agreement in violation of this Section 4(a) shall be null and void, no such transfer shall be recorded on the Company’s books or records, and the purported transferee in any such transfer shall not be treated (and the purported transferor shall continue to be treated) as if the purported transfer never occurred. (b) Governing Law. This Agreement and any claim, controversy or dispute arising out of or related to this Agreement or any of the transactions contemplated hereby, the relationship of the Parties and/or the interpretation and enforcement of the rights and duties of the Parties, whether arising in contract, tort, equity or otherwise, shall be governed by and construed, enforced and governed in accordance with the domestic Laws of the State of Delaware (including in respect of the statute of limitations or other limitations period applicable to any such claim, controversy or dispute), without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. (c) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument and shall become effective when one or more such counterparts has been signed by each of the Parties
- 15 - and delivered to the other Parties. Counterparts may be delivered via electronic mail (including portable document format (PDF) or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com). (d) Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. (e) Notices. Except as otherwise provided in this Agreement or required by Law, any notice, demand or other communication required or permitted to be given pursuant to this Agreement shall have been sufficiently given for all purposes if, upon the earlier of actual receipt, or: (i) personal delivery to the Party to be notified; (ii) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day; (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications shall be sent to the respective Parties at their address as set forth on the signature page or to such address as subsequently modified by written notice given in accordance with this Section. (f) Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Parties. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision. (g) Further Assurances. In case at any time after the date hereof any further action is necessary to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party. (h) No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns. (i) Publicity. The Company shall treat and hold as confidential all of the terms and conditions of the transactions contemplated by this Agreement; provided, however, that the Company may disclose such information to the Company’s legal counsel, accountants, financial planners and/or other advisors on an as-needed basis so long as any such Person is bound by a confidentiality obligation with respect thereto. Trulieve may disclose such information as necessary for Trulieve to comply with applicable Law, including, without limitation, the rules and regulations of the SEC and the rules and regulations of any stock exchange upon which the Trulieve Shares are traded. The Company shall not issue any press release, filing, public announcement or other public disclosure relating to the subject matter of this Agreement without the prior written approval of Trulieve. (j) Severability. Any term or provision of this Agreement that is held invalid or unenforceable by a court of competent jurisdiction or other competent Governmental Body in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. Upon such a determination, the Parties shall negotiate in good faith to
- 16 - replace invalid or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions. (k) Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the Parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing among the Parties is expressly canceled. (l) Injunctive Relief. The Parties hereby agree that, in the event of breach of this Agreement (including the documents attached hereto or referred to herein), damages would be difficult, if not impossible, to ascertain, that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, in addition to and without limiting any other remedy or right it may have, Trulieve and Harvest shall be entitled to an injunction or other equitable relief in any court of competent jurisdiction, without any necessity of proving damages or any requirement for the posting of a bond or other security, enjoining any such breach, and enforcing specifically the terms and provisions hereof. The Parties hereby waive any and all defenses they may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. (m) Costs and Expenses. Except as otherwise expressly provided in this Agreement, each Party will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. (n) Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation” or “but not limited to”. Unless the context otherwise requires, references in this Agreement to Sections, Schedules and Exhibits shall be deemed references to Sections of, and Schedules and Exhibits to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. When calculating the period of time before which, within which or following which any act is to be done or any step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall not be calculated as the first day of such period of time. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. All monetary figures or references to “$” in this Agreement shall be U.S. dollars unless otherwise specified. (o) Waiver of Jury Trial. EACH OF THE PARTIES WAIVES THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS AGREEMENT (INCLUDING THE DOCUMENTS ATTACHED HERETO OR REFERRED TO HEREIN), OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY CURRENT OR FUTURE AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS
- 17 - WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. (p) Exclusive Venue. THE PARTIES AGREE THAT ALL DISPUTES, LEGAL ACTIONS, SUITS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING THE DOCUMENTS ATTACHED HERETO OR REFERRED TO HEREIN), OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, MUST BE BROUGHT EXCLUSIVELY IN A FEDERAL DISTRICT COURT LOCATED IN THE DISTRICT OF DELAWARE OR THE DELAWARE CHANCERY COURT IN NEW CASTLE COUNTY, DELAWARE (COLLECTIVELY THE “DESIGNATED COURTS”). EACH PARTY HEREBY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE DESIGNATED COURTS. NO LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN ANY OTHER FORUM. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL CLAIMS OF IMMUNITY FROM JURISDICTION AND ANY OBJECTION WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING IN ANY DESIGNATED COURT, INCLUDING ANY RIGHT TO OBJECT ON THE BASIS THAT ANY DISPUTE, ACTION, SUIT OR PROCEEDING BROUGHT IN THE DESIGNATED COURTS HAS BEEN BROUGHT IN AN IMPROPER OR INCONVENIENT FORUM OR VENUE. EACH OF THE PARTIES ALSO AGREES THAT DELIVERY OF ANY PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT TO A PARTY HEREOF IN COMPLIANCE WITH SECTION 4(e) OF THIS AGREEMENT SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN A DESIGNATED COURT WITH RESPECT TO ANY MATTERS TO WHICH THE PARTIES HAVE SUBMITTED TO JURISDICTION AS SET FORTH ABOVE. (q) Acknowledgement. Each of the Parties acknowledges and agrees on its own behalf and on behalf of any of its Affiliates, that the transactions contemplated by this Agreement do not violate public policy and agrees to waive on such Party’s own behalf and on behalf of any of such Party’s Affiliates illegality as a defense to contractual claims arising out of this Agreement or in any other document, instrument, or agreement entered into in connection the transactions contemplated hereby or thereby. (r) Control of the Business. Notwithstanding anything in this Agreement to the contrary, Trulieve and Harvest shall not have, nor shall be deemed to have control, or the right to direct, the Company or its operations during the Interim Period. (s) Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any Party under this Agreement, upon any breach or default of any other Party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting Party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any Party, shall be cumulative and not alternative. [SIGNATURE PAGE FOLLOWS]
[Signature Page – Protection Agreement] IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first written above. HARVEST ENTERPRISES, LLC Address: By: 308 East Park Avenue Name: Frank Whitley Tallahassee, FL 32301 Title: Manager TRULIEVE CANNABIS CORP. Address: By: 3494 Martin Hurst Road Name: Eric Powers Tallahassee, FL 32312 Title: Secretary HARVEST ENTERPRISES HOLDINGS, INC. Address: By: 3494 Martin Hurst Road Name: Eric Powers Tallahassee, FL 32312 Title: Secretary /s/ Eric Powers /s/ Frank Whitley /s/ Eric Powers
Exhibit 99.1
TRULIEVE CANNABIS CORP.
(UNAUDITED) PRO FORMA FINANCIAL STATEMENTS
On June 3, 2026, Trulieve Cannabis Corp. (the “Company”) and its indirect wholly-owned subsidiary, Harvest Enterprises Holdings, Inc. (“Company Subsidiary”), entered into several agreements to facilitate the deconsolidation of the financial results of its former indirectly wholly-owned subsidiary, Harvest Enterprises, LLC (“Harvest”), from the Company’s financial results in accordance with U.S. generally accepted accounting principles (the “Deconsolidation Transaction”) and segregate the Company’s mixed-use cannabis business from its medical cannabis business in order to apply to list the Company’s subordinate voting shares on the New York Stock Exchange (the “NYSE”). As further described below, as a result of the implementation of the Deconsolidation Transaction, Company Subsidiary holds non-voting and non-participating units (the “Non-Voting Units”) in the capital of Harvest, which now holds the Company’s former mixed-use cannabis business, other than businesses the transfer of which is subject to regulatory approval, which businesses will, automatically and without any action on the part of the Company or any other party, transfer to Harvest upon the receipt of regulatory approval. The Non-Voting Units do not carry voting rights or rights to receive dividends, do not provide the Company with the ability to direct the business, operations or activities of Harvest, or provide other rights upon dissolution of Harvest, and are only convertible into Class B units of Harvest (the “Common Units”) following the date that the NYSE permits the listing of companies that consolidate the financial statements of companies that cultivate, distribute or possess marijuana (as defined in 21 U.S.C 802) for non-medical uses in the United States (the “Stock Exchange Permissibility Date”).
The following unaudited pro forma condensed consolidated financial statements (the “pro forma financial statements”) are based on the historical consolidated financial statements of the Company, as adjusted to give effect to the Deconsolidation Transaction which closed on June 3, 2026. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2026 (the “pro forma balance sheet”) gives effect to the Deconsolidation Transaction as if it had occurred on March 31, 2026. The unaudited pro forma condensed consolidated statement of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025 (the “pro forma statements of operations”) give effect to the Deconsolidation Transaction as if it had occurred on January 1, 2025.
TRULIEVE CANNABIS CORP.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
AS OF MARCH 31, 2026
(in thousands)
| As Reported | Disposition Adjustments (a) | Pro Forma Adjustments | Pro Forma Trulieve Cannabis Corp. | ||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||
| Current Assets: | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 352,880 | $ | (50,101) | $ | 14,800 | (b) | $ | 317,579 | ||||||||||||||
| Accounts receivable, net | 14,050 | (10,000) | — | 4,050 | |||||||||||||||||||
| Inventories | 242,320 | (50,353) | — | 191,967 | |||||||||||||||||||
| Income tax receivable | 6,751 | (877) | — | 5,874 | |||||||||||||||||||
| Notes receivable - current portion, net | 1,327 | — | — | 1,327 | |||||||||||||||||||
| Prepaid expenses | 21,120 | (2,371) | — | 18,749 | |||||||||||||||||||
| Other current assets | 13,671 | (10,096) | — | 3,575 | |||||||||||||||||||
| Assets associated with discontinued operations | 839 | (839) | — | — | |||||||||||||||||||
| Total current assets | 652,958 | (124,637) | 14,800 | 543,121 | |||||||||||||||||||
| Property and equipment, net | 676,944 | (89,984) | — | 586,960 | |||||||||||||||||||
| Right of use assets - operating, net | 104,677 | (22,941) | — | 81,736 | |||||||||||||||||||
| Right of use assets - finance, net | 70,352 | (13,702) | — | 56,650 | |||||||||||||||||||
| Intangible assets, net | 780,750 | (476,257) | — | 304,493 | |||||||||||||||||||
| Goodwill | 483,905 | (158,281) | — | 325,624 | |||||||||||||||||||
| Notes receivable, net | 450 | — | — | 450 | |||||||||||||||||||
| Investment in Harvest (equity method) | — | — | 188,463 | (c) | 188,463 | ||||||||||||||||||
| Other assets | 10,004 | (1,955) | — | 8,049 | |||||||||||||||||||
| Long-term assets associated with discontinued operations | 1,907 | (1,907) | — | — | |||||||||||||||||||
| TOTAL ASSETS | $ | 2,781,947 | $ | (889,664) | $ | 203,263 | $ | 2,095,546 | |||||||||||||||
| LIABILITIES | |||||||||||||||||||||||
| Current Liabilities: | |||||||||||||||||||||||
| Accounts payable and accrued liabilities | $ | 78,933 | $ | (12,470) | $ | 3,000 | (d) | $ | 69,463 | ||||||||||||||
| Deferred revenue | 9,954 | (2,308) | — | 7,646 | |||||||||||||||||||
| Notes payable - current portion | 4,148 | — | — | 4,148 | |||||||||||||||||||
| Operating lease liabilities - current portion | 13,094 | (2,578) | — | 10,516 | |||||||||||||||||||
| Finance lease liabilities - current portion | 11,363 | (1,479) | — | 9,884 | |||||||||||||||||||
| Construction finance liabilities - current portion | 2,566 | (2,009) | — | 557 | |||||||||||||||||||
| Contingencies | 300 | — | — | 300 | |||||||||||||||||||
| Liabilities associated with discontinued operations | 3,802 | (3,802) | — | — | |||||||||||||||||||
| Total current liabilities | 124,160 | (24,646) | 3,000 | 102,514 | |||||||||||||||||||
| Long-Term Liabilities: | |||||||||||||||||||||||
| Notes payable, net | 90,104 | (1) | — | 90,103 | |||||||||||||||||||
| Private placement notes, net | 195,638 | — | — | 195,638 | |||||||||||||||||||
| Operating lease liabilities | 104,141 | (22,333) | — | 81,808 | |||||||||||||||||||
| Finance lease liabilities | 74,426 | (12,871) | — | 61,555 | |||||||||||||||||||
| Construction finance liabilities | 133,215 | (12,973) | — | 120,242 | |||||||||||||||||||
| Deferred tax liabilities | 169,779 | (109,623) | (1,093) | (e) | 59,063 | ||||||||||||||||||
| Uncertain tax position liabilities | 696,391 | (158,440) | 327 | (e) | 538,278 | ||||||||||||||||||
| Other long-term liabilities | 10,823 | (173) | — | 10,650 | |||||||||||||||||||
| Long-term liabilities associated with discontinued operations | 33,941 | (33,941) | — | — | |||||||||||||||||||
| TOTAL LIABILITIES | $ | 1,632,618 | $ | (375,001) | $ | 2,234 | $ | 1,259,851 | |||||||||||||||
| EQUITY | |||||||||||||||||||||||
| Common Stock | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
| Additional paid-in-capital | 2,077,495 | (802,848) | — | 1,274,647 | |||||||||||||||||||
| Retained earnings (accumulated deficit) | (909,719) | 271,205 | 201,029 | (b), (c), (d), (e) | (437,485) | ||||||||||||||||||
| Non-controlling interest | (18,447) | 16,980 | — | (1,467) | |||||||||||||||||||
| TOTAL EQUITY | 1,149,329 | (514,663) | 201,029 | 835,695 | |||||||||||||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 2,781,947 | $ | (889,664) | $ | 203,263 | $ | 2,095,546 | |||||||||||||||
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
TRULIEVE CANNABIS CORP.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(in thousands)
| As Reported | Disposition Adjustments (f) | Pro Forma Adjustments | Pro Forma Trulieve Cannabis Corp. | ||||||||||||||||||||
| Revenue | $ | 286,754 | $ | (72,709) | $ | — | $ | 214,045 | |||||||||||||||
| Cost of goods sold | 116,673 | (40,489) | — | 76,184 | |||||||||||||||||||
| Gross profit | 170,081 | (32,220) | — | 137,861 | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Selling, general, and administrative | 104,895 | (13,252) | — | 91,643 | |||||||||||||||||||
| Depreciation and amortization | 29,743 | (13,465) | — | 16,278 | |||||||||||||||||||
| Gain on disposal or impairment of assets | (282) | — | — | (282) | |||||||||||||||||||
| Total expenses | 134,356 | (26,717) | — | 107,639 | |||||||||||||||||||
| Income from operations | 35,725 | (5,503) | — | 30,222 | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense, net | (13,321) | 1,432 | — | (11,889) | |||||||||||||||||||
| Interest income | 2,684 | (1,054) | — | 1,630 | |||||||||||||||||||
| Net income attributable to Harvest | — | — | 1,732 | (i) | 1,732 | ||||||||||||||||||
| Other income, net | 132 | (31) | — | 101 | |||||||||||||||||||
| Total other expense, net | (10,505) | 347 | 1,732 | (8,426) | |||||||||||||||||||
| Income before provision for income taxes | 25,220 | (5,156) | 1,732 | 21,796 | |||||||||||||||||||
| Provision for income taxes | 21,859 | (6,030) | 92 | (e) | 15,921 | ||||||||||||||||||
| Net income from continuing operations | $ | 3,361 | $ | 874 | $ | 1,640 | $ | 5,875 | |||||||||||||||
| Net loss from discontinued operations, net of tax benefit $360 | (1,078) | 1,078 | — | — | |||||||||||||||||||
| Net income | 2,283 | 1,952 | 1,640 | 5,875 | |||||||||||||||||||
| Less: net loss attributable to non-controlling interest from continuing operations | (123) | 28 | — | (95) | |||||||||||||||||||
| Net income attributable to common shareholders | $ | 2,406 | $ | 1,924 | $ | 1,640 | $ | 5,970 | |||||||||||||||
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
TRULIEVE CANNABIS CORP.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 2025
(in thousands)
| As Reported | Disposition Adjustments (f) | Pro Forma Adjustments | Pro Forma Trulieve Cannabis Corp. | ||||||||||||||||||||
| Revenue | $ | 1,181,180 | $ | (277,607) | $ | — | $ | 903,573 | |||||||||||||||
| Cost of goods sold | 470,013 | (148,549) | — | 321,464 | |||||||||||||||||||
| Gross profit | 711,167 | (129,058) | — | 582,109 | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Selling, general, and administrative | 445,212 | (55,987) | 750 | (g) | 389,975 | ||||||||||||||||||
| Depreciation and amortization | 117,633 | (53,457) | — | 64,176 | |||||||||||||||||||
| Loss on disposal or impairment of assets | 4,827 | (1,716) | — | 3,111 | |||||||||||||||||||
| Loss on Deconsolidation Transaction | — | — | 688,651 | (h) | 688,651 | ||||||||||||||||||
| Total expenses | 567,672 | (111,160) | 689,401 | 1,145,913 | |||||||||||||||||||
| Income (loss) from operations | 143,495 | (17,898) | (689,401) | (563,804) | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense, net | (63,453) | 5,841 | — | (57,612) | |||||||||||||||||||
| Interest income | 14,520 | (3,133) | — | 11,387 | |||||||||||||||||||
| Loss on debt extinguishments, net | (1,723) | — | — | (1,723) | |||||||||||||||||||
| Net loss attributable to Harvest | — | — | (20,486) | (i) | (20,486) | ||||||||||||||||||
| Other (expense) income, net | (1,366) | 3,788 | — | 2,422 | |||||||||||||||||||
| Total other expense, net | (52,022) | 6,496 | (20,486) | (66,012) | |||||||||||||||||||
| Income (loss) before provision for income taxes | 91,473 | (11,402) | (709,887) | (629,816) | |||||||||||||||||||
| Provision for income taxes | 208,109 | (33,892) | (858) | (e) | 173,359 | ||||||||||||||||||
| Net loss from continuing operations | $ | (116,636) | $ | 22,490 | $ | (709,029) | $ | (803,175) | |||||||||||||||
| Net loss from discontinued operations, net of tax (provision) $(209) | (5,612) | 5,612 | — | — | |||||||||||||||||||
| Net loss | (122,248) | 28,102 | (709,029) | (803,175) | |||||||||||||||||||
| Less: net loss attributable to non-controlling interest from continuing operations | (5,867) | 5,340 | — | (527) | |||||||||||||||||||
| Net loss attributable to common shareholders | $ | (116,381) | $ | 22,762 | $ | (709,029) | $ | (802,648) | |||||||||||||||
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
NOTE 1. BASIS OF PRESENTATION
The unaudited pro forma condensed consolidated financial statements are based on the Company’s historical consolidated financial statements as adjusted to give effect to the Deconsolidation Transaction accounting adjustments in accordance with U.S. generally accepted accounting principles (“GAAP”) to reflect the disposition of Harvest and related transactions described in this Form 8-K.
The pro forma condensed consolidated financial statements do not necessarily reflect what the Company’s financial condition or results of operations would have been had the Deconsolidation Transaction occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the Company. The actual financial position and results of operations may differ significantly from the amounts reflected herein due to a variety of factors.
NOTE 2. Transaction Accounting Adjustments
The transaction accounting adjustments included in the unaudited pro forma condensed consolidated financial statements reflect the application of U.S. GAAP to the Deconsolidation Transaction as if it had occurred on the dates indicated. These adjustments are based on preliminary estimates and assumptions that management believes are reasonable under the circumstances and are subject to change.
The transaction accounting adjustments are as follows:
(a) Reflects the derecognition of the assets and liabilities of Harvest that were previously included in the Company’s historical consolidated financial statements as a result of the loss of control upon completion of the Deconsolidation Transaction.
(b) Reflects cash consideration of $14.8 million received in connection with the Deconsolidation Transaction.
(c) Reflects the recognition of the Company’s retained investment in Harvest at its estimated fair value as of the deconsolidation date.
(d) Reflects estimated transaction costs incurred in connection with the Deconsolidation Transaction that are directly attributable to the transaction and are expected to be recognized in the Company’s financial statements.
(e) Reflects the estimated income tax effects associated with the Deconsolidation Transaction and the related transaction accounting adjustments.
(f) Reflects the removal of revenues, expenses and the net loss attributable to Harvest that were historically included in the Company’s consolidated statements of operations.
(g) Reflects estimated indirect costs incurred as a result of the Deconsolidation Transaction.
(h) Reflects the estimated loss on deconsolidation recognized upon completion of the Deconsolidation Transaction. The loss represents the difference between (i) the carrying value of Harvest’s net assets at the date control was lost and (ii) the sum of the fair value of the retained investment and any consideration received and was calculated as follows:
Consideration received | $ | 14,800 | ||||||
| Plus: Fair value of investment in Harvest | 188,463 | |||||||
Less: Carrying value of net assets disposed | 889,664 | |||||||
| Less: Direct transaction costs | 2,250 | |||||||
| Pre-tax loss on sale | (688,651) | |||||||
Estimated tax expense | — | |||||||
| Estimated after-tax loss on sale | $ | (688,651) | ||||||
For purposes of the unaudited pro forma condensed consolidated balance sheet, the estimated loss recognized in accumulated deficit is based on the net carrying value of Harvest as of March 31, 2026 rather than as of the closing date of the transaction. As a result, the estimated loss reflected herein may differ materially from the actual loss on the sale of Harvest as of the closing date because of the difference in the carrying value of the assets and liabilities at the closing date.
(i) Reflects the Company’s estimated share of net income (loss) of Harvest for the periods presented, as if the Deconsolidation Transaction had occurred on January 1, 2025. The Company’s share is based on the historical results of Harvest and the Company’s expected ownership interest following the Deconsolidation Transaction.