Exhibit 10.1
Certain identified information has been redacted because it is information the registrant customarily and actually treats as private and confidential and is not material. Redacted information is indicated by “[***]”.
LOAN AND SECURITY AGREEMENT
by and among
Vireo Growth Inc. and the Other Persons Identified as Borrowers on the Signature Pages Hereto,
as Borrowers,
the Guarantors from time to time party hereto,
the financial institutions or entities from time to time party hereto as Lenders,
EAST WEST BANK,
as Administrative Agent,
WESTERN ALLIANCE BANK,
as Co-Administrative Agent,
EAST WEST BANK,
as Collateral Agent,
And
EAST WEST BANK AND WESTERN ALLIANCE BANK,
as Joint Lead Arrangers
Dated as of July 3, 2025
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TABLE OF CONTENTS
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TABLE OF CONTENTS
(continued)
EXHIBITS
A-Definitions
B-Collateral Description
C-Compliance Certificate
D-Assignment and Assumption
E-Reserved
F-Term Note
SCHEDULES
Permitted Indebtedness (Schedule A-1)
Permitted Investments (Schedule A-2)
Permitted Liens (Schedule A-3)
[Reserved] (Schedule A-4)
Regulatory Licenses (Schedule A-5)
Nevada Regulatory Licenses (Schedule A-6)
HA-MD Transaction (Schedule A-7)
Northeast B Transaction (Schedule A-8)
Adjusted EBITDA (Schedule A-9)
Historical Capitalized Lease Obligations (Schedule A-10)
Specified Tax Receivables (Schedule A-11)
Lender Commitments and Aggregate Exposure Percentages (Schedule 1.1)
Deposit Accounts (Schedule 5.5)
Cultivation and Processing/Manufacturing Locations – Lien Waivers and Collateral Assignment of Leases (Schedule 4.1(j))
Capitalization (Schedule 6.1(b))
Subsidiaries and Affiliates (Schedule 6.1(c))
Governmental Consents (Schedule 6.4)
Intellectual Property (Schedule 6.9)
ERISA Matters (Schedule 6.11(a))
Canadian Pension Plans (Schedule 6.11(b))
Names (Schedule 6.14(a))
Chief Executive Office (Schedule 6.14(b))
Real Property Owned or Leased (Schedule 6.14(c))
Litigation (Schedule 6.15(a))
Commercial Tort Claims (Schedule 6.15(b))
Affiliate Transactions (Schedule 6.20)
Post-Closing Obligations (Schedule 7.22)
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This LOAN AND SECURITY AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”), dated as of July 3, 2025, is entered into by and among Vireo Growth Inc., a corporation formed under the laws of the province of British Columbia (“Vireo”), and each of the other Persons identified as borrowers on the signature pages hereto (together with Vireo, each individually, a “Borrower” and collectively, jointly and severally, the “Borrowers”), the Guarantors from time to time party hereto, the financial institutions or entities from time to time party hereto as Lenders, EAST WEST BANK, a California banking corporation (“East West Bank”), as Administrative Agent for the Lenders (with its successors and permitted assigns in such capacity, the “Administrative Agent”), and WESTERN ALLIANCE BANK, an Arizona corporation, as co-administrative agent for the Lenders (with its successors and permitted assigns in such capacity, the “Co-Admin Agent”), East West Bank, as collateral agent for the Lenders (together with its successors and permitted assigns in such capacity, the “Collateral Agent;” and each of the Collateral Agent, the Administrative Agent and the Co-Admin Agent, an “Agent,” and two or more, the “Agents”), and East West Bank and Western Alliance Bank, as joint lead arrangers (collectively, in such capacities, the “Joint Lead Arrangers”).
RECITALS
Borrowers wish to obtain credit from time to time from Lenders, and Lenders desire to extend credit to Borrowers. This Agreement sets forth the terms on which Lenders will extend credit to Borrowers and Borrowers will repay the amounts owing to Lenders.
AGREEMENT
The parties agree as follows:
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renewal thereof or a substitute or replacement therefor. Reference to any law, rule, regulation, order, decree, requirement, policy, guideline, directive or interpretation means as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect on the determination date, including rules and regulations promulgated thereunder. “Knowledge” or similar concept means actual knowledge of a Responsible Officer, or knowledge that a Responsible Officer would have obtained if he or she had engaged in good faith and diligent performance of his or her duties.
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a.in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
b.executed originals of IRS Form W-8ECI;
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c.in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (x) a certificate substantially in form and substance reasonably satisfactory to Administrative Agent to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of a Loan Party within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or
d.to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate in form and substance reasonably satisfactory to Administrative Agent, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate in form and substance reasonably satisfactory to Administrative Agent on behalf of each such direct and indirect partner;
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The request and acceptance by the Borrowers of the proceeds of the Term Loans on the Effective Date shall be deemed to constitute, as of the closing, a representation and warranty by each Loan Party on the Effective Date as to the accuracy of the facts referred to in this Section 4.1.
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Collateral Agent to hold such specific balances in pledge for so long as the specific Obligations are outstanding. Each Loan Party authorizes Collateral Agent to file at any time financing statements, continuation statements, and amendments thereto that (i) either specifically describe the Collateral as “all assets” and/or “all present or after-acquired personal property” of such Loan Party and (ii) contain any other information required by the UCC or PPSA for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether such Loan Party is an organization, the type of organization and any organizational identification number issued to such Loan Party, if applicable. Notwithstanding anything to the contrary herein, and for the avoidance of doubt, Administrative Agent acknowledges and agrees that any notice required pursuant to this Section 5.2 will be satisfied by Loan Parties providing Administrative Agent a copy of any filing one or more Loan Parties makes relating to this Agreement with the Securities and Exchange Commission or the Canadian Securities Exchange, to the extent such filing contains the information required by this Section 5.2 with respect to the applicable event or occurrence.
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be disbursed to the Loan Parties under staged payment terms reasonably satisfactory to Collateral Agent for application to the cost of repairs, replacements, or restorations. Any such repairs, replacements, or restorations shall be effected with reasonable promptness and shall be of a value at least equal to the value of the items or property destroyed prior to such damage or destruction.
Each Loan Party represents and warrants as follows:
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Loan Party is the owner of record or otherwise utilizes pursuant to a valid license (other than readily available, non-negotiated licenses of computer software and other intellectual property used solely for performing accounting, word processing and similar administrative tasks) and including for each of the foregoing items (1) the owner, (2) the title, (3) the jurisdiction in which such item has been registered or otherwise arises or in which an application for registration has been filed, (4) as applicable, the registration or application number and registration or application date and (5) any licenses or other rights (including franchises) granted by such Loan Party with respect thereto. Except as disclosed in Schedule 6.9, (i) each Loan Party owns, or is licensed to use, such Intellectual Property free and clear of all restrictions (including covenants not to sue a third party), court orders, injunctions, decrees, writs or Liens, whether by written agreement or otherwise, (ii) no Person other than the applicable Loan Party owns or has been granted any right in the Intellectual Property, (iii) all Intellectual Property is valid, subsisting and enforceable and (iv) the applicable Loan Party has taken all commercially reasonable action necessary to maintain and protect the Intellectual Property. The use of such Intellectual Property by each Loan Party and the operation of its businesses does not infringe in any material respect any valid and enforceable intellectual property rights of any other Person. To the knowledge of each Responsible Officer, no slogan or other advertising device, product, process, method, substance, part or other material now employed by any Loan Party infringes upon any rights held by any other Person. Except as specifically disclosed in Schedule 6.9, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of each Responsible Officer, threatened.
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made or filed by all Persons responsible for reporting the income of the Loan Parties) all Federal, state, provincial, local and foreign income and all other Tax returns, reports and declarations required by the jurisdiction(s) to which the Loan Parties are subject and has paid all taxes on other governmental assessments and charges shown or which should be shown on such returns, reports and declarations. The Specified Tax Receivables set forth on Schedule A-11 represent receivables reported on the financial statements of the Loan Parties in respect of Taxes previously paid by the Loan Parties.
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Until payment in full of all outstanding Obligations, each Loan Party hereby agrees as follows:
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Borrower-Agent may deliver to Administrative Agent on an electronic basis any certificates, reports or information required pursuant to this Section 7.2, and Administrative Agent shall be entitled to rely on the information contained in the electronic files, provided that Administrative Agent in good faith believes that the files were delivered by a Responsible Officer. If Borrower-Agent delivers any such information electronically, Borrower-Agent shall also deliver such information to Administrative Agent by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days after Borrower-Agent’s electronic submission of such information.
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against, or placed on, any of the Collateral, and all amounts expended by any Lender Party in connection therewith, including reasonable documented out-of-pocket attorneys’ fees, shall be considered Obligations.
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Testing Dates | Maximum Cash Flow Net Leverage Ratio |
December 31, 2025 | < 2.50x |
March 31, 2026 | < 2.50x |
June 30, 2026 | < 2.50x |
September 30, 2026 | < 2.50x |
December 31, 2026 | ≤ 2.00x |
March 31, 2027 | ≤ 2.00x |
June 30, 2027 | ≤ 2.00x |
September 30, 2027 | ≤ 2.00x |
December 31, 2027 | ≤ 2.00x |
March 30, 2028 | ≤ 2.00x |
June 30, 2028 | ≤ 2.00x |
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| (1) | Parent shall notify Administrative Agent in writing of Parent’s intent to exercise the Financial Covenant Equity Cure no later than 10 days after the end of the relevant Applicable Fiscal Period, and the right to such exercise with respect to non-compliance with the applicable Financial Covenant shall be deemed waived if such notice is not received by such date; |
| (2) | If Administrative Agent receives a notice from Parent as provided in clause (1) above, interest on the Obligations shall accrue during the applicable Financial Covenant Cure Period as follows: if such Financial Covenant Equity Cure occurs on or before the date fifteen (15) days after the commencement of such Financial Covenant Cure Period, at the interest rates described in Section 2.2(a), after the date fifteen (15) days after the commencement of the Financial Covenant Cure Period, but on or before the date forty-five (45) days after the commencement of the Financial Covenant Cure Period, at the Default Rate described in Section 2.2(b) in order to compensate the Lenders for the increased risk associated with the aforementioned Financial Covenant breach, and after the date forty-five (45) days after the commencement of the Financial Covenant Cure Period, until the earlier of (A) the date on which such Financial Covenant Equity Cure occurs and (B) payment in full of the Obligations, at a per annum rate equal to the Default Rate plus 2.00% in order to compensate the Lenders for the increased risk associated with the aforementioned Financial Covenant breach and the duration of such Financial Covenant Cure Period; and |
| (3) | the cash amount received by Borrowers pursuant to exercise of the right to make such Financial Covenant Equity Cure (the “Specified Capital Contribution”) shall be added to Adjusted EBITDA for the last fiscal month of the immediately preceding Applicable Fiscal Period solely for purposes of recalculating compliance with such Financial Covenant for such Applicable Fiscal Period and any subsequent fiscal period that includes the period of determination and not for any other purpose under this Agreement. No Financial Covenant Equity Cure shall be taken into account for purposes of calculating any Financial Covenant in order to determine pro forma compliance with such Financial Covenant for purposes of the incurrence of any Indebtedness, or for purposes of calculating any baskets or compliance with any other covenants or for any other purpose hereunder. |
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consistently applied in the opinion the independent certified public accounting firm engaged by the Loan Parties as provided in Section 7.2(a).
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All of the foregoing notices shall be provided by Borrower-Agent to the Administrative Agent and Co-Admin Agent in writing and shall describe the steps being taken by any Loan Party or any Subsidiary affected thereby with respect thereto.
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respects with all applicable Federal, state, provincial, local and foreign statutes, orders, regulations, rules and ordinances (including, without limitation, Environmental Laws and statutes, orders, regulations, rules and ordinances relating to taxes, employer and employee contributions and similar items, securities, ERISA or employee health and safety and Applicable Cannabis Laws (but excluding U.S. Federal Cannabis Laws)). Following any reasonable determination by Administrative Agent that there is material non-compliance, or any condition which requires any material action by or on behalf of any Loan Party or any of their Subsidiaries in order to avoid non-compliance, with any Environmental Law, at the Loan Parties’ expense cause an independent environmental engineer reasonably acceptable to Administrative Agent to conduct such tests of the relevant site(s) as are appropriate and prepare and deliver a report setting forth the results of such tests, a proposed plan for remediation and an estimate of the costs thereof.
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limitation on the number or frequency of appraisals, which shall be conducted at the expense of the Loan Parties.
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Administrative Agent’s consent (it being acknowledged and agreed that any materially adverse modification to the economic terms of the Northeast B Transaction shall require the prior written consent of the Administrative Agent, such consent not to be unreasonably conditioned, delayed or withheld). The Loan Parties shall promptly supply to the Administrative Agent a copy of any new Northeast B Transaction Document executed after the Effective Date and any amendment, modification, supplement, termination or waiver of any Northeast B Transaction Document. The Loan Parties shall provide the Administrative Agent with at least five (5) Business Days prior written notice of the closing of the Northeast B Transaction, and concurrently with such closing, the Loan Parties shall execute and deliver (or cause to be executed and delivered) to Administrative Agent such documents and take such action as may be necessary to cause the Specified Transferred Equity Interests to be pledged to the Collateral Agent, for the benefit of Lender Parties (in each case, pursuant to such agreements (including, a pledge agreement and limited recourse guaranty), instruments or other documents that are, in form and substance, reasonably satisfactory to the Agents).
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Until the outstanding Obligations are paid in full, each Loan Party hereby agrees as follows:
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simultaneous sale and leaseback transactions of any Real Property owned by such Loan Party or any improvement owned by such Loan Party located on Real Property owned by another Person so long as (i) no Event of Default has occurred and is continuing or would result from such transaction, (ii) any Capitalized Lease Obligations or Liens arising in connection therewith are permitted by Section 8.4, (iii) the Borrowers make a timely mandatory prepayment of the Term Loans with the Net Cash Proceeds thereof to the extent required by and in accordance with Section 2.6(b), (iv) any such transaction shall be subject to a Lien Waiver and Collateral Assignment of Lease in accordance with Section 5.2 and (v) such Loan Party shall receive 100.00% cash consideration in an amount not less than the fair market value of such Real Property or improvement, as determined in good faith by the Loan Parties (any such simultaneous sale and leaseback transactions in accordance with the foregoing, a “Permitted-Sale Leaseback”).
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becomes a lien or encumbrance upon any material portion of any Loan Party’s assets, or if a notice of lien, levy, or assessment is filed of record with respect to any of any Loan Party’s assets by the United States Government, or any department, agency, or instrumentality thereof, or by any state, province, county, municipal, or governmental agency, and the same is not paid within forty -five (45) days after the applicable Loan Party receives notice thereof, provided that none of the foregoing shall constitute an Event of Default where such action or event is stayed or an adequate bond has been posted pending a good faith contest by the applicable Loan Party;
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The Administrative Agent and Collateral Agent may comply with any applicable state, provincial or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral.
(a)Designation of a Different Lending or Issuing Office. If any Lender requests compensation under Section 2.5, or requires the Loan Parties to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.9, then such Lender shall (at the request of the Borrower-Agent) use reasonable efforts to, as applicable, designate a different lending or issuing office for funding or booking its Loans hereunder or issuing Term Loans or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.5 or 2.9, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Loan Parties hereby agree to pay all reasonable documented out of pocket costs and expenses incurred by such Lender in connection with any such designation or assignment.
(b)Replacement of Lenders or Agents. If any Lender requests compensation under Section 2.5, or if a Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.9 and, in each case, such Lender has declined or is unable to designate a different lending or issuing office in accordance with paragraph (a) of this Section, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower-Agent may, at its sole expense and effort, upon notice to such Lender or the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.4), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.4, Section 2.5 or Section 2.9) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i)the Borrower-Agent shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 14.1;
(ii)such Lender shall have received, as applicable, payment of an amount equal to the outstanding principal of its Loans and participations in Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.4) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Loan Parties (in the case of all other amounts);
(iii)in the case of any such assignment resulting from a claim for compensation under Section 2.5 or payments required to be made pursuant to Section 2.9, such assignment will result in a reduction in such compensation or payments thereafter;
(iv)such assignment does not conflict with Applicable Law; and
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(v)in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.
Each party hereto agrees that (x) an assignment required pursuant to this Section 10.2(b) may be effected pursuant to an Assignment and Assumption executed by the Borrower-Agent, the Administrative Agent, the assignee, each Agent and (y) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided, further that any such documents shall be without recourse to or warranty by the parties thereto.
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the continuation of an Event of Default, at the Loan Parties’ expense, notify any parties obligated on any of the Accounts to make payment directly to Administrative Agent of any amounts due or to become due thereunder. No Agent or any Lender shall, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts or any instrument received in payment thereof, or for any damage resulting therefrom, except to the extent determined by a court of competent jurisdiction in a final judgment to have resulted from such Agent’s (or subject to Section 11.2, any of its respective agents’ or representatives’) or such other Lender Party’s (or any of its agents’ or representatives’) gross negligence, bad faith or willful misconduct.
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First, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest but including any expenses related to the exercise of remedies against the Collateral, fees, charges and disbursements of counsel to Agents) payable hereunder or under any Fee Letter to any Agent or Joint Lead Arranger in its capacity as such (including interest thereon));
Second, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to Lenders, in each case, ratably among Lenders in proportion to the respective amounts described in this clause Second payable to them;
Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans, in each case, ratably among Lenders in proportion to the respective amounts described in this clause Third payable to them;
Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Term Loans, in each case, ratably among Lenders in proportion to the respective amounts described in this clause Fourth held by them;
Fifth, to the payment of all other Obligations of the Loan Parties that are then due and payable to Administrative Agent and the other Lender Parties on such date, in each case, ratably among them in proportion to the respective aggregate amounts of all such Obligations owing to Administrative Agent and to the other Lender Parties on such date; and
Last, the balance, if any, after all of the Obligations (other than contingent indemnification obligations) have been paid in full (excluding, for this purpose, any Obligations which have been cash collateralized in accordance with the terms hereof), to the Loan Parties or as otherwise required by Law.
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sub-agents appointed by such Agent; provided, however, that any such sub-agent receiving payments from a Loan Party shall be a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties; provided, however, that any such sub-agent receiving payments from a Loan Party shall be a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1. The exculpatory provisions of this Section shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the facilities provided for herein as well as activities as each Agent. No Agent shall be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub agents.
No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.1 and 14.6), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.
No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section
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4.1 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent.
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financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own credit analysis and decision to make its Term Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon Agents, Joint Lead Arrangers or any other Lender or any of their Related Parties, and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by an Agent or Joint Lead Arranger hereunder, no Agent or Joint Lead Arranger shall have a duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Loan Parties or any of their Affiliates that may come into the possession of such Agent, Joint Lead Arranger or any of their officers, directors, employees, agents, attorneys in fact or affiliates.
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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to Administrative Agent for the benefit of the Agents, any amount due for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and its agents and counsel, and any other amounts due Administrative Agent or the other Agents under Sections 2.6 and 14.2.
Nothing contained herein shall be deemed to authorize Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
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Joint Lead Arranger shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as Agent, or Joint Lead Arranger or a Lender hereunder.
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If to Loan Parties:c/o Borrower-Agent
Vireo Growth Inc.
207 S. 9th Street
Minneapolis, MN 55402
Attention: Adam Koscielski, Assistant General Counsel
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with a copy (which shall not constitute notice) to:
Dentons US LLP
233 South Wacker Drive
Suite 5900
Chicago, IL 60606-6361
Attn: Eric P. Berlin | Lee Smith
Email: eric.berlin@dentons.com | lee.smith@dentons.com
If to Administrative Agent,
Collateral Agent or East West
Bank as Lender:
East West Bank
135 N. Los Robles Ave.
Pasadena, CA 91101
Attn: Charles Corbisiero
E-mail: Charles.Corbisiero@EastWestBank.com
with an additional copy (which shall not constitute notice) to:
Blank Rome LLP
125 High Street
Boston, Massachusetts 02110
Attn: Frank Segall, Esq.; Caitlin Barrett
Email:Frank.Segall@blankrome.com; Caitlin.Barrett@blankrome.com
The parties hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other. All such notices or demands shall be effective when received on a Business Day (or, if not received on a Business Day, on the first Business Day after receipt).
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Subject to acceptance and recording thereof by Administrative Agent pursuant to paragraph (c) of this Section and entry in the Register, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
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Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of this Agreement with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver which affects such Participant and for which the consent of such Lender is required. Each Loan Party agrees that each Participant shall be entitled to the benefits of Sections 2.2(e), 2.8(c), and 2.9 through the Lender granting such participation (and, for the avoidance of doubt, shall have no direct rights against the Loan Parties) (subject to the requirements and limitations therein, including the requirements under Section 2.9(f) (it being understood that the documentation required under Section 2.9(f) shall be delivered to such Participant)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant shall not be entitled to receive any greater payment under Section 2.8(c) or Section 2.2(e), with respect to any participation, than its participating Lender would have been entitled to receive. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 14.7 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.8(f) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amount (and stated interest) of each Participant’s interest in the Term Loans or other obligations under the Loan Documents (the “Participant
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Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or such disclosure is otherwise required thereunder. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no Agent (in its capacity as an Agent) shall have any responsibility for maintaining a Participant Register.
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Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Agents, and all future holders of the Term Loans. In the case of any waiver, each Loan Party, the Lenders and the Agents shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Event of Default waived shall be deemed to be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent or Event of Default, or impair any right consequent thereon.
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Parties in accordance with the Patriot Act or the Proceeds of Crime Money Laundering and Terrorist Financing Act (Canada). The Loan Parties shall, promptly following a written request by any Agent or any Lender, provide all documentation and other information that such Agent or Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act. For legal entity borrowers, each Lender or Agent will require the legal entity to provide identifying information about each beneficial owner and/or individuals who have significant responsibility to control, manage or direct the legal entity.
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15.1Each Loan Party, Agent and Lender acknowledge that although certain Applicable Cannabis Laws have legalized the cultivation, distribution, sale and possession of Cannabis, (a) the nature and scope of U.S. Federal Cannabis Laws may result in circumstances where activities permitted under Applicable Cannabis Laws may contravene U.S. Federal Cannabis Laws and (b) engagement in Restricted Cannabis Activities may contravene U.S. Federal Cannabis Law. Accordingly, for the purpose hereof, and notwithstanding anything to the contrary contained in this Agreement, each representation, covenant and other provision hereof relating to compliance with Applicable Laws will be subject to the following: (i) engagement in any activity that is Permitted Cannabis Business, and in respect to which the applicable Governmental Authorities have agreed, or are bound by any future Applicable Laws, to forego or have otherwise suspended prosecution and/or enforcement of such U.S. Federal Cannabis Laws, will not, in and of itself, be deemed to be non-compliance with Applicable Laws; (ii) engagement in any Restricted Cannabis Activity will be deemed to be non-compliance with Applicable Laws; (iii) no party hereto shall have any right of rescission or amendment to this Agreement arising out of or relating to any non-compliance with U.S. Federal Cannabis Law to the extent that such non-compliance, and the remedies of Governmental Authorities associated with such non-compliance, exist as of the date of this Agreement, as determined in the Lender’s sole, but reasonable discretion, unless such non-compliance also constitutes a violation of Applicable Cannabis Laws; and (iv) no party shall seek to enforce the provisions hereof in federal court unless and until the parties have reasonably determined that the applicable state laws, rules and regulations are fully compliant with U.S. Federal Cannabis Laws. Nothing contained in this Agreement shall require the parties to violate any provisions of Applicable Cannabis Laws or attending regulations, as applicable.
15.2To the extent that having or being vested in any rights, powers and authorities herein or in any other Loan Document by a Loan Party as to access to the properties or books or records of any Loan Party or the exercise of any rights or remedies that may result in any Lender Party being considered an owner or person exercising control over the any Loan Party (whether before or after an Event of Default) results in any Lender Party being required to obtain approval from any Governmental Authorities prior to possessing, being vested in or exercising such rights, then the Loan Parties shall
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reasonably cooperate with such efforts by such Lender Party and take all reasonable action necessary to obtain such approvals or compliance at any time that such Lender Party reasonably requests. THIS SECTION 15.2 WILL GOVERN NOTWITHSTANDING ANY PROVISION TO THE CONTRARY OR IN CONFLICT WITH ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.
BORROWERS:
VIREO GROWTH INC.
By:/s/ John Mazarakis
Name:John Mazarakis
Title: Chief Executive Officer
2178 STATE HIGHWAY 29A LLC
By:/s/ Amber Shimpa
Name: Amber Shimpa
Title: Chief Executive Officer
ARCHES IP, INC.
By:/s/ Chris Jeffery
Name: Chris Jeffery
Title: Chief Executive Officer
DEEP ROOTS ARIA ACQCO, INC.
By:/s/ Keith Capurro
Name: Keith Capurro
Title: Chief Executive Officer
DEEP ROOTS HARVEST, INC.
By:/s/ Keith Capurro
Name: Keith Capurro
Title: Chief Executive Officer
DEEP ROOTS HOLDINGS, INC.
By:/s/ Keith Capurro
Name: Keith Capurro
Title: Chief Executive Officer
DEEP ROOTS OPERATING, INC.
By:/s/ Keith Capurro
Name: Keith Capurro
Title: Chief Executive Officer
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DEEP ROOTS PROPERTIES, LLC
By:/s/ Keith Capurro
Name: Keith Capurro
Title: Chief Executive Officer
HICOLOR, LLC
By:/s/ Amber Shimpa
Name: Amber Shimpa
Title: Chief Executive Officer
MARYMED LLC
By:/s/ John Mazarakis
Name: John Mazarakis
Title: Chief Executive Officer
MJ DISTRIBUTING C201, LLC
By:/s/ John Mazarakis
Name: John Mazarakis
Title: Chief Executive Officer
MJ DISTRIBUTING P132, LLC
By:/s/ John Mazarakis
Name: John Mazarakis
Title: Chief Executive Officer
RESURGENT BIOSCIENCES, INC.
By:/s/ John Mazarakis
Name: John Mazarakis
Title: Chief Executive Officer
RETAIL MANAGEMENT ASSOCIATES, LLC
By:/s/ John Mazarakis
Name: John Mazarakis
Title: Chief Executive Officer
VERDANT GROVE, LLC
By:/s/ John Mazarakis
Name: John Mazarakis
Title: Chief Executive Officer
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VIREO HEALTH DE PUERTO RICO LLC
By:/s/ John Mazarakis
Name: John Mazarakis
Title: Chief Executive Officer
VIREO HEALTH, INC.
By:/s/ John Mazarakis
Name: John Mazarakis
Title: Chief Executive Officer
VIREO OF CHARM CITY, LLC
By:/s/ John Mazarakis
Name: John Mazarakis
Title: Chief Executive Officer
VIREO HEALTH OF MINNESOTA, LLC
By:/s/ Amber Shimpa
Name: Amber Shimpa
Title: Chief Executive Officer
VIREO HEALTH OF NEVADA I, LLC
By:/s/ John Mazarakis
Name: John Mazarakis
Title: Chief Executive Officer
VIREO HEALTH OF NEW YORK LLC
By:/s/ Amber Shimpa
Name: Amber Shimpa
Title: Chief Executive Officer
VIREO HEALTH OF PUERTO RICO, LLC
By:/s/ John Mazarakis
Name: John Mazarakis
Title: Chief Executive Officer
VIREO MARKETING, LLC
By:/s/ Amber Shimpa
Name: Amber Shimpa
Title: Chief Executive Officer
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WC STAFFING, LLC
By:/s/ Chris Jeffrey
Name: Chris Jeffrey
Title: Chief Executive Officer
WHOLESOME AG, LLC
By:/s/ Chris Jeffrey
Name: Chris Jeffrey
Title: Chief Executive Officer
WHOLESOME DIRECT, LLC
By:/s/ Chris Jeffrey
Name: Chris Jeffrey
Title: Chief Executive Officer
WHOLESOME GOODS, LLC
By:/s/ Chris Jeffrey
Name: Chris Jeffrey
Title: Chief Executive Officer
WHOLESOME THERAPY, LLC
By:/s/ Chris Jeffrey
Name: Chris Jeffrey
Title: Chief Executive Officer
WHOLESOMECO, INC.
By:/s/ Chris Jeffrey
Name: Chris Jeffrey
Title: Chief Executive Officer
VIREO PR MERGER SUB II INC.
By:/s/ John Mazarakis
Name: John Mazarakis
Title: Chief Executive Officer
VIREO PR MERGER SUB II INC.
By:/s/ John Mazarakis
Name: John Mazarakis
Title: Chief Executive Officer
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GUARANTORS:
NEW GROWTH HORIZON, LLC
By: /s/ John Pennington
Name: John Pennington
Title: Chief Executive Officer
NIRVANA INVESTMENTS, LLC
By: /s/ John Pennington
Name: John Pennington
Title: Chief Executive Officer
NIRVANA BLISS I, LLC
By: /s/ John Pennington
Name: John Pennington
Title: Chief Executive Officer
NIRVANA BLISS II, LLC
By: /s/ John Pennington
Name: John Pennington
Title: Chief Executive Officer
NIRVANA BLISS III, LLC
By: /s/ John Pennington
Name: John Pennington
Title: Chief Executive Officer
NIRVANA BLISS IV, LLC
By: /s/ John Pennington
Name: John Pennington
Title: Chief Executive Officer
NIRVANA BLISS V, LLC
By: /s/ John Pennington
Name: John Pennington
Title: Chief Executive Officer
5150 PROCESSING, LLC
By:/s/ John Pennington
Name: John Pennington
Title: Chief Executive Officer
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BOLD LANE LOGISTICS, LLC
By: /s/ John Pennington
Name: John Pennington
Title: Chief Executive Officer
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LENDERS:
EAST WEST BANK,
as Administrative Agent, Collateral Agent, Joint Lead Arranger and a Lender
By: /s/ Chris Corbisiero
Name: Chris Corbisiero
Title: Managing Director
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WESTERN ALLIANCE BANK,
as Co-Admin Agent, Joint Lead Arranger and a Lender
By: /s/ Carlo Serafini
Name: Carlo Serafini
Title: Head of MRB
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EXHIBIT A
DEFINITIONS
“Account Debtor” means the Person obligated on an Account.
“Accounts” means all presently existing and hereafter arising accounts, contract rights, payment intangibles and all other forms of obligations owing to any Loan Party arising out of the sale or lease of goods (including, without limitation, the licensing of software and other technology) or the rendering of services by any Loan Party and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by any Loan Party and any Loan Party’s Books relating to any of the foregoing.
“Acquired Non-Loan Party” means a Target acquired by a Loan Party in a transaction which is a Permitted Acquisition.
“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, whether by merger or otherwise, in (a) the acquisition of all or substantially all of the assets of any Person, business or division of a Person, or (b) the acquisition of in excess of 50% of the Equity Interests of any Person, or otherwise causing any Person to become a Subsidiary.
“Adjusted EBITDA” means, for any period, the sum of the Loan Parties’ and their Subsidiaries’: (a) net income after taxes for such period (excluding extraordinary gains or losses); plus (b) Interest Expense for such period; plus (c) income tax expense for such period; plus (d) depreciation and amortization for such period; plus or minus (e) any other non-cash charges or gains which have been subtracted or added in calculating net income after taxes for such period, all on a consolidated basis; plus (f) all out-of-pocket costs, fees and expenses paid in connection with (i) the execution and delivery of the Loan Documents and the Missouri Acquisition Documents, the Deep Roots Acquisition Documents and the Wholesome Acquisition Documents and the consummation of the transactions contemplated hereby or thereby, which out-of-pocket costs, fees and expenses for each such transaction are set forth on Schedule A-9, and (ii) any other Acquisition consummated after the Effective Date with the prior approval of the Agents (excluding any Acquisition of an Excluded Subsidiary); provided, that, amounts added back pursuant to this clause (f)(ii) shall not exceed $1,000,000 in the aggregate; plus (g) non-cash compensation expenses arising from the grant of stock-based awards by the Loan Parties; plus (h) severance expenses up to $1,000,000 in the aggregate incurred in any trailing twelve-month period; plus (i) [Reserved]; plus (j) Q4 of 2024 flood-related Missouri expenses amounting to $1,224,023; plus (k) 2024 Deep Roots start-up costs associated with the opening of their new dispensary, amounting to $488,318; plus (l) 2024 Deep Roots one-time non-cash inventory adjustment of $1,167,409; plus (l) those (y) litigation expenses and (z) add backs set forth on Schedule A-9; provided, however, Adjusted EBITDA shall not include the results of (i) any foreign Subsidiary of any Loan Party except to the extent that such foreign Subsidiary has repatriated its net income to such Loan Party, or (ii) any Excluded Subsidiary.
“Administrative Agent” has the meaning set forth in the introductory paragraph hereto.
“Administrative Questionnaire” means an Administrative Questionnaire on Administrative Agent’s standard form.
“Affiliate” of any Person shall mean (a) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (b) any Person who is a director, officer, manager, managing member or general partner (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote fifteen (15%) or more of the Equity Interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for any such Person, or (y) to direct or cause the direction of the management and policies of such Person whether by ownership of Equity Interests, contract or otherwise.
“Agent” and “Agents” are defined in the introductory paragraph hereto.
“Agreement” is defined in the introductory paragraph hereto.
“Aggregate Exposure” means, with respect to any Lender at any time, an amount equal to the amount of such Lender’s pro rata share of the outstanding principal amount of the Term Loans.
“Aggregate Exposure Percentage” means, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.
“Anti-Corruption Law” means the Foreign Corrupt Practices Act or any law, rule or regulation of any jurisdiction concerning or relating to bribery or corruption that is applicable to a Loan Party or any Subsidiary or Affiliate of a Loan Party.
“Anti-Terrorism Law” means any law, statute, treaty ordinance, rule or regulation in any jurisdiction in which any Loan Party or any of its Subsidiaries are located or doing business that relates to money laundering or financing terrorism, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto including: (a) Canadian Anti-Terrorism Laws; and (b) the Patriot Act, The Currency and Foreign Transactions Reporting Act (31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959) (also known as the “Bank Secrecy Act”), the Trading With the Enemy Act (50 U.S.C. § 1 et seq.) and Executive Order 13224 (effective September 24, 2001).
“Applicable Cannabis Laws” means the applicable state and local laws, statutes, rules, ordinances, regulations, codes, licenses, authorizations, decisions, injunctions, interpretations, orders or decrees of any court or other Governmental Authority of the Applicable States and each applicable municipality and other authority of, or within, the Applicable States pertaining to Cannabis, all as in effect and as amended from time to time.
“Applicable Fiscal Period” means the applicable fiscal quarter.
“Applicable Law” shall mean, subject to the carve-outs and acknowledgments contained in Section 15, as to any Person, any law (including common law), statute, regulation, ordinance, rule, order, policy, decree, judgment, consent decree, writ, injunction, or governmental requirement enacted, promulgated or imposed by any Governmental Authority or determination of any arbitrator, in each case applicable to or binding on such Person or any of its property, products, business, assets or operations or to which such Person or any of its property, products, business, assets or operations is subject.
“Applicable Margin” means (i) with respect to any SOFR Loan, four percent (4.00%), and (ii) with respect to any Prime Rate Loan, one percent (1.00%).
“Applicable States” means, collectively, Maryland, Minnesota, Missouri, Nevada, New York, and Utah, and each individually, is an “Applicable State”.
“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“Assignment and Assumption” means an assignment and assumption in substantially of form of Exhibit D (or any other form approved by Administrative Agent), entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 14.1), and accepted by Administrative Agent.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
“Bank Products” means any service or facility extended to any Loan Party by any Lender or any affiliate of a Lender, or procured for such Loan Party from any third party by any Lender or any affiliate of a Lender by means of a full-recourse agreement or other credit support extended to such third party including: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions, (f) cash management, including controlled disbursement, accounts or services, (g) letters of credit, or (h) Hedging Agreements.
“Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. Section 101 et seq.).
“Bankruptcy Law” means the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) and the Winding-Up and Restructuring Act (Canada), each as now and hereafter in effect, or any successors or subsequent amendments to such statutes, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, restructuring, dissolution, winding-up or similar debtor relief laws of the United States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification shall be substantially in form and substance satisfactory to the Lender Parties.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230
“Benefitted Lender” is defined in Section 14.7(a).
“Borrower” and “Borrowers” are defined in the introductory paragraph hereto.
“Borrower-Agent” means Parent.
“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the State of California or the State of New York.
“CAG” means Chicago Atlantic Admin, LLC.
“CAG Convertible Loan Notes” has the meaning set forth for “Convertible Loan Notes” in the CAG Loan Agreement.
“CAG Debt” means Indebtedness of the Loan Parties under the CAG Debt Documents, in each case, subject to the CAG Subordination Agreement.
“CAG Debt Documents” means the CAG Loan Agreement and the other “Loan Documents” referenced in the CAG Loan Agreement, in each case, as may be amended, supplemented or otherwise modified in accordance with and as permitted by the CAG Subordination Agreement.
“CAG Loan Agreement” means that certain Loan and Security Agreement dated as of July 3, 2025 , by and among CAG, as administrative agent, CAG Loan Collateral Agent, Chicago Atlantic Credit Advisers, LLC, a Delaware limited liability company, as lead arranger, the creditors party thereto as lenders from time to time and the Loan Parties, as may be amended, supplemented or otherwise modified in accordance with and as permitted by the CAG Subordination Agreement.
“CAG Loan Collateral Agent” means CAG, in its capacity as collateral agent under the CAG Debt Documents.
“CAG Subordination Agreement” means that certain Intercreditor and Subordination Agreement, dated as of July 3, 2025 , by and among the Administrative Agent, Collateral Agent, the Loan Parties party thereto and CAG Loan Collateral Agent, as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance therewith.
“Caliente Purchase Agreement” means that certain Asset Purchase Agreement, dated as of November 12, 2022, by and among [***], [***], and [***], in the form delivered to Administrative Agent prior to the Effective Date.
“Caliente Transaction Documents” means, collectively, the Caliente Purchase Agreement and the other documents entered into or delivered in connection therewith, in each case, in the form delivered to Administrative Agent prior to the Effective Date.
“Canadian Anti-Terrorism Laws” means (a) Part II.1 and related sections of the Criminal Code (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (Canada), the Anti-Terrorism Act (Canada), the Corruption of Foreign Public Officials Act (Canada), United Nations Al-Qaida and Taliban Regulations, the Special Economic Measures Act (Canada) and, in each case, all regulations, guidelines, and orders made thereunder or in connection therewith, as amended from time to time, and (b) any other applicable anti-money laundering, anti-terrorist financing, governments sanction, and “know-your-customer” laws in effect in Canada from time to time.
“Canadian Defined Benefit Pension Plan” shall mean a Canadian Pension Plan that contains a “defined benefit provision”, as defined in Section 147.1(1) of the Income Tax Act (Canada), as amended from time to time.
“Canadian Employee Plan” shall mean any employee benefit, health, welfare, supplemental unemployment benefit, bonus, pension, supplemental pension, profit sharing, retiring allowance, severance, deferred compensation, stock compensation, stock purchase, retirement, life, hospitalization insurance, medical, dental, disability or other employee group or similar benefit or employment plans or supplemental arrangements applicable to the Canadian employees of a Loan Party, other than a Canadian Pension Plan, Multiemployer Plan, Plan, Pension Plan or Statutory Plan.
“Canadian Pension Plan” shall mean any pension plan required to be registered under Section 147.1 of the Income Tax Act (Canada) or any Canadian federal or provincial law and or contributed to by a Loan Party for its Canadian employees, including any pension plan or pension benefit plan within the meaning of the Pension Benefits Act (Ontario), Employment Pensions Plan Act (Alberta), Pension Benefits Standards Act (British Columbia), the Supplemental Pensions Plan Act (Quebec) or any other like or similar provincial statute, including a Canadian Defined Benefit Pension Plan but does not include any Multiemployer Plan, Pension Plan, Plan or Statutory Plan.
“Cannabis” means: (a) any plant or seed, whether live or dead, from any species or subspecies of genus Cannabis, including Cannabis sativa, Cannabis indica and Cannabis ruderalis, and marijuana (as defined in the Controlled Substances Act of the United States, 21 U.S.C. ⸹⸹ 801 et seq.) and industrial hemp subject to the Controlled Substances Act and any part, whether live or dead, of the plant or seed thereof, including any stalk, branch, root, leaf, flower or trichome; (b) any material obtained, extracted, isolated or purified from the plant or seed or the parts contemplated by clause (a) of this definition, including any oil cannabinoid, terpene, genetic material or any combination thereof; (c) any organism engineered to biosynthetically produce the material contemplated by clause (b) of this definition, including any micro-organism engineered for such purpose; (d) any biologically or chemically synthesized version of the material contemplated by clause (b) of this definition or any analog thereof, including any product made by any organism contemplated by clause (c) of this definition; and (e) any other meaning ascribed to the term “cannabis,” “marijuana” or “marihuana” (or any similar term) under Applicable Law.
“Cannabis Authorities” means the Maryland Cannabis Administration, Minnesota Office of Cannabis Management, State of Nevada Cannabis Compliance Board, Missouri Department of Health and Senior Services (Division of Cannabis Regulation), New York State Office of Cannabis Management, State of Utah Department of Agriculture and Food, any successor authority, or municipal authorities having jurisdiction over the Loan Parties to enforce any Applicable Cannabis Laws.
“Cannabis Establishment” shall mean any facility cultivating, producing, manufacturing, distributing or retailing Cannabis for medical and/or adult use in the Applicable States pursuant to the Applicable Cannabis Laws.
“Capital Expenditures” means with respect to any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including expenditures for capitalized lease obligations) by a Person during such period that are required by GAAP to be included in or reflected by the property, plant and equipment or similar fixed asset accounts (or intangible accounts subject to amortization) on the balance sheet of such Person. Capital Expenditures for any period shall include the total principal portion of Capitalized Lease Obligations paid in such period.
“Capitalized Lease Obligation” shall mean any Indebtedness of any Person represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.
“Change in Cannabis Law” shall mean any change in any Law applicable to or binding on a Person or any of its property, products, business, assets or operations or to which such Person or any of its property, products, business, assets or operations is subject (subject to the carve-outs and acknowledgments contained in Section 15), including, without limitation, Applicable Cannabis Laws, or change in the enforcement practices of federal authorities that would (a) make it unlawful for any Lender Party to (i) perform any of its obligations hereunder or under any other Loan Documents, or (ii) to fund or maintain the Term Loans, or (b) result in the activities conducted by any Loan Party necessary to the performance of its business being Restricted Cannabis Activities.
“Change of Control” means an event or series of events by which (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act and the rules thereunder), becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, beneficially or of record, of 30% or more of the combined voting power of the Vireo’s outstanding Equity Interests ordinarily having the right to vote at an election of directors; or (b) the majority of the board of directors of Vireo fails to consist of Continuing Directors as of the Effective Date; or (c) John Mazarakis ceases to serve as Co-Chairman and/or Chief Executive Officer of Vireo; or (d) except as permitted by Sections 8.1 or 8.3, any Loan Party shall cease to own and control, directly or indirectly, free and clear of all Liens (other than Liens created pursuant to any Loan Document), (i) at least the percentage of the Equity Interests of each of its Subsidiaries held by such Loan Party on the Effective Date and (ii) 100.00% of the Equity Interests of each of its Subsidiaries formed or acquired after the Effective Date.
“Code” means the Internal Revenue Code of 1986, as amended.
“Collateral” means (i) all assets and personal property of each Loan Party, wherever located and whether now owned or hereafter acquired, including, without limitation, with respect to each Loan Party, the property described on Exhibit B attached hereto, and (ii) any and all other property described in any of the other Loan Documents as security for the payment or performance of any of the Obligations, including, without limitation, each Mortgaged Property. Notwithstanding the foregoing, Collateral shall not include any Excluded Property.
“Collateral Assignment of Lease” means an agreement with respect to a Loan Party’s leased location pursuant to which such Loan Party collaterally assigns to the Collateral Agent, for the benefit of the Lender Parties, such Person’s rights, title and interest in and to the applicable lease agreement with respect to such location, in form and substance reasonably satisfactory to the Collateral Agent, as the same may be amended, amended and restated, modified, supplemented, or substituted from time to time.
“Collateral Assignment of Management Agreement” means, collectively, each Subordination and Collateral Assignment of Management Agreement by and among the Collateral Agent, the applicable Loan Parties and each managed entity now or hereafter delivered to secure the Obligations, in each case, in form and substance reasonably satisfactory to the Collateral Agent, as the same may be amended, amended and restated, modified, supplemented, or substituted from time to time.
“Collateral Assignment of Merger Agreement” means that certain Collateral Assignment of Merger Agreement, dated as of July 3, 2025 , among the Loan Parties and Collateral Agent, pursuant to which on the Effective Date, the applicable Loan Parties, among other things, shall collaterally assigns their rights
and benefits under the Missouri Acquisition Documents to the Collateral Agent, for the benefit of the Lender Parties, in form and substance reasonably satisfactory to the Collateral Agent, as the same may be amended, amended and restated, modified or supplemented from time to time.
“Collateral Assignment of Purchase Agreement” means, collectively (i) that certain Collateral Assignment of Merger Documents, dated as of July 3, 2025 , among the Loan Parties and Collateral Agent, pursuant to which on the Effective Date, the applicable Loan Parties, among other things, shall collaterally assigns their rights and benefits under the Wholesome Acquisition Documents to the Collateral Agent, for the benefit of the Lender Parties, and (ii) that certain Collateral Assignment of Merger Documents, dated as of July 3, 2025 , among the Loan Parties and Collateral Agent, pursuant to which on the Effective Date, the applicable Loan Parties, among other things, shall collaterally assigns their rights and benefits under the Deep Roots Acquisition Documents to the Collateral Agent, for the benefit of the Lender Parties, in each case, in form and substance reasonably satisfactory to the Collateral Agent, as the same may be amended, amended and restated, modified or supplemented from time to time.
“Collateral Documents” means, collectively, this Agreement, the Collateral Assignment of Merger Agreement, each Pledge Agreement, each Collateral Assignment of Management Agreement, each Collateral Assignment of Purchase Agreement, the Mortgages, each Collateral Assignment of Lease, each Lien Waiver, the Negative Pledge, any intellectual property security agreements, other security agreements, other pledge agreements or other similar agreements delivered to the Collateral Agent pursuant to Section 7.19, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Lender Parties, as each of the same may be amended, amended and restated, modified or supplemented from time to time.
“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
“Compliance Certificate” means a certificate in the form attached hereto as Exhibit C, with appropriate insertions.
“Conforming Changes” has the meaning set forth in Section 2.13.
“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to (i) any indebtedness, mandatory dividend, letter of credit or other similar obligation of another Person, including, without limitation, any such obligation directly or indirectly guaranteed, endorsed, co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable; (ii) any obligations with respect to undrawn letters of credit issued or provided for the account of that Person; and (iii) all obligations arising under any interest rate, currency or commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or other agreement or arrangement designed to protect such Person against fluctuation in interest rates, currency exchange rates or commodity prices; provided, however, that the term “Contingent Obligation” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated net liability in respect thereof as determined by such Person in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations under the Contingent Obligation arrangement.
“Continuing Director” means, with respect to any Person as of any date of determination, any member of the board of directors of such Person who was a member of such board of directors on the Effective Date.
“Control Agreement” means, with respect to any Deposit Account, securities account, commodity account, securities entitlement or commodity contract, an agreement, in form and substance reasonably satisfactory to the Collateral Agent, among the Collateral Agent, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried and the Loan Party maintaining such account, entitlement or contract, as applicable, effective to grant “control” (within the meaning of Articles 8 and 9 under the applicable UCC) over such account to the Collateral Agent.
“Controlled Group” means a controlled group of corporations as defined in 26 U.S.C. § 1563.
“Controlled Substances Act” means the Controlled Substances Act (21 U.S.C. Sections 801 et seq.), as amended from time to time, and any successor statute, and “Civil Asset Forfeiture Reform Act” means the Civil Asset Forfeiture Reform Act of 2000 (18 U.S.C. Sections 983 et seq.), as amended from time to time, and any successor statute.
“Convertible Note” means (i) that certain Convertible Promissory Note dated as of March 7, 2025, by and among Proper Holdings, LLC, New Growth Horizon, LLC, NGH Investments, Inc. and Chicago Atlantic Opportunity Finance, LLC, in the amount of $5,900,000.00, as amended on June 5, 2025; and (ii) that certain Side Letter dated June 5, 2025, by and between Vireo Growth Inc. and Proper Holdings, LLC.
“Convertible Note Debt” means Indebtedness of the Loan Parties under the Convertible Note Documents, in each case, subject to the Convertible Note Subordination Agreement.
“Convertible Note Documents” means the Convertible Note and any other agreements, documents or instruments executed and delivered in connection therewith, in each case, as may be amended, supplemented or otherwise modified in accordance with and as permitted by the Convertible Note Subordination Agreement.
“Convertible Note Subordination Agreement” means that certain Subordination and Standstill Agreement, dated as of July 3, 2025, by and among the Administrative Agent, Collateral Agent, Parent, Proper Holdings, LLC and Chicago Atlantic Opportunity Finance, LLC, in each case, as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance therewith.
“Copyrights” means, collectively:
| (a) | All present and future United States registered copyrights and copyright registrations (including all of the exclusive rights afforded a copyright registrant in the United States under 17 U.S.C. Section 106 and any exclusive rights which may in the future arise by act of Congress or otherwise), and all present and future applications for copyright registrations (including applications for copyright registrations of derivative works and compilations) (collectively, “Registered Copyrights”), and any and all royalties, payments and other amounts payable to any Loan Party in connection with Registered Copyrights, together with all renewals and extensions of Registered Copyrights, the right to recover for all past, present and future infringements of Registered Copyrights, and all computer programs and tangible property embodying or incorporating Registered Copyrights, and all other rights of every kind whatsoever accruing thereunder or pertaining thereto; and |
All present and future copyrights, mask works, computer programs and other rights subject to (or capable of becoming subject to) United States copyright protection which are not registered in the United States Copyright Office (collectively, “Unregistered Copyrights”), whether now owned or hereafter acquired, and any and all royalties, payments, and other amounts payable to a Person in connection with Unregistered Copyrights, together with all renewals and extensions of Unregistered Copyrights, the right to recover for all past, present and future infringements of Unregistered Copyrights, and all computer programs and all tangible property embodying or incorporating Unregistered Copyrights, and all other rights of every kind whatsoever accruing thereunder or pertaining thereto.
“Credit Extension” means each Term Loan or any other extension of credit by an Agent or any Lender to or for the benefit of Borrowers hereunder.
“CSE” means the Canadian Securities Exchange.
“De Minimis Deposit Accounts” means, collectively, two petty cash account and similar Deposit Accounts per state with de minimis balances on deposit therein of not more than $200,000 at any time for any one such account, with any funds not needed by the Borrowers to fund their operations to be transferred to a Deposit Account with Administrative Agent subject to a Control Agreement once per month.
“Debtor Relief Laws” means any Bankruptcy Law together with all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States, Canada or other applicable jurisdictions from time to time in effect.
“Deep Roots Acquisition Documents” means, collectively, (i) the Agreement and Plan of Merger, dated as of December 18, 2024 by and among Parent, Deep Roots Holdings Inc. (as successor in interest to Vireo DR Merger Sub, Inc.) and Shareholder Representative Services LLC, as amended or modified from time to time, and (ii) all other documents entered into or delivered in connection therewith, in each case, in the form delivered to Administrative Agent prior to the Effective Date.
“Default Period” means the period of time commencing on the day an Event of Default occurs and continuing through the date the Event of Default has been cured or waived.
“Default Rate” has the meaning specified in Section 2.2(b).
“Defaulting Lender” means, subject to Section 2.11(b), any Lender that (a) has failed to pay to any Agent, or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days after the date when due, (b) has become the subject of a Bail-in-Action, or (c) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state, provincial or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through
(e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.11(b)) upon delivery of written notice of such determination to Borrower-Agent, and each Lender.
“Deposit Account” means any deposit account (as that term is defined in the UCC).
“Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction.
“Determination Date” mean, initially, the Effective Date, and then on the payment due date immediately following the Effective Date, and every one (1) month thereafter; provided that if any Determination Date is not a U.S. Government Securities Business Day, the rate applicable on such Determination Date shall be the rate for the next succeeding U.S. Government Securities Business Day.
“Discharge of Obligations” means, subject to Section 14.8, the satisfaction of the Obligations by the payment in full, in cash (or, as applicable, cash collateralization in accordance with the terms hereof), of the principal of and interest on or other liabilities relating to each Credit Extension, all fees and all other expenses or amounts payable under any Loan Document (other than Inchoate Obligations), and other Obligations, provided that the aggregate Term Commitments of the Lenders are terminated.
“Distribution” means (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), and (b) any payment in respect of any option, warrant or other right to acquire any such dividend or other distribution or payment or other Equity Interests (other than any de minimis payments solely in lieu of the issuance of fractional shares of Parent upon the conversion of the CAG Convertible Loan Notes).
“Dollars,” “dollars” or use of the sign “$” means only lawful money of the United States and not any other currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted into lawful money of the United States.
“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any state of the United States or the District of Columbia.
“Earnout Payments” means the contingent liabilities and indebtedness incurred in connection with any Acquisition which became non-contingent and payable upon the occurrence of certain performance criteria set forth in the applicable Acquisition’s purchase documents to the extent in form and substance reasonably satisfactory to the Administrative Agent.
“East West Bank” has the meaning set forth in the introductory paragraph hereto.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of
an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Effective Date” means July 7, 2025.
“Eligible Assignee” means any Person that meets the requirements to be an assignee under Sections 14.1(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 14.1(b)(iii)).
“Elk River Lease” means that certain Lease Agreement, dated as of February 22, 2024 by and among [***] and [***], in the form delivered to Administrative Agent prior to the Effective Date.
“Elk River Option Termination Date” means 5:00 p.m. (CST) on the earlier of (i) [***] defaults under that certain Option Agreement, dated [***] by and between [***] and [***], and (iii) the date [***]’s right to occupy the Elk River Premises pursuant to the terms of the Elk River Lease or the Elk River Lease are terminated.
“Elk River Premises” means the Real Property located at [***].
“Embargoed Person” means (a) any country or territory that is the target of a sanctions program administered by OFAC or (b) any Person that (i) is or is owned or controlled by a Person publicly identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by OFAC, (ii) is the target of a sanctions program or sanctions list (A) administered by OFAC, or (B) under the Iran Sanctions Act, as amended, section 1245 of the National Defense Authorization Act for Fiscal Year 2012 or Executive Order 13590 “Authorizing the Imposition of Certain Sanctions with respect to the Provision of Services, Technology or Support for Iran’s Energy and Petro-chemical Sectors,” effective November 21, 2011 (collectively, “Sanctions”) or (iii) resides, is organized or chartered, or has a place of business in a country or territory that is the subject of a sanctions program administered by OFAC.
“Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of liability, non-compliance or violation, investigations, proceedings, settlements, consent decrees, consent orders, consent agreements and all costs and liabilities relating to or arising from or under any Environmental Law, including (a) any and all claims by Governmental Authorities for enforcement, investigation, corrective action, cleanup, removal, response, remedial or other actions, cost recovery, damages, natural resource damages or penalties pursuant to or arising under any Environmental Law, (b) any and all claims by any one or more Persons seeking damages, contribution, restitution, indemnification, cost recovery, compensation or injunctive relief directly or indirectly resulting from, based upon or arising under Environmental Law, pertaining to Hazardous Materials, natural resources, or the indoor or outdoor environment, and (c) all liabilities contingent or otherwise, expenses, obligations, losses, damages, fines and penalties arising under any Environmental Law.
“Environmental Laws” means all federal, state, provincial, district, local and foreign laws, rules, regulations, ordinances, and consent decrees relating to hazardous substances, pollution and environmental matters, as now or at any time hereafter in effect, applicable to any the Loan Party’s business or facilities owned or operated by any Loan Party, including laws relating to emissions, discharges, releases or threatened releases of pollutants, contamination, chemicals, or hazardous, toxic or dangerous substances, materials or wastes into the environment (including ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials.
“Environmental Liability” means, in respect of any Person, any statutory, common law or equitable liability, contingent or otherwise of such Person directly or indirectly resulting from, arising out of or based upon (a) the violation of any Environmental Law or Environmental Permit, or (b) an Environmental Claim, whether on, prior or after the date hereof.
“Environmental Permit” means any permit, approval, authorization, certificate, license, variance, filing or permission required by or from any Governmental Authority pursuant to any Environmental Law.
“Equipment” means all present and future machinery, equipment, tenant improvements, furniture, fixtures, vehicles, tools, parts and attachments in which any Loan Party has any interest.
“Equity Interests” shall mean, of any Person, any and all shares, rights to purchase, options, warrants, general, limited or limited liability partnership interests, member interests, participation or other equivalents of or interest in (regardless of how designated) equity of such Person, whether voting or nonvoting, including common stock, preferred stock, convertible securities or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, modified or restated from time to time.
“ERISA Affiliate” means any Person who for purposes of Title IV of ERISA is a member of a Loan Party’s Controlled Group, or under common control with any Loan Party, within the meaning of Section 414 of the Code.
“Event of Default” has the meaning assigned in Section 9.1.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Excluded Accounts” means Deposit Accounts (a) specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Loan Parties’ employees, and (b) specially and exclusively used for any trust, escrow, or other similar fiduciary account, in each case, approved by Administrative Agent.
“Excluded Property” shall mean (a) any non-material lease, license, contract or agreement to which any Loan Party is a party, and any of its rights or interests thereunder, if and to the extent that a security interest therein is prohibited by or in violation of (x) any Applicable Law, or (y) a term, provision or condition of any such lease, license, contract or agreement (unless in each case, such Applicable Law, term, provision or condition would be rendered ineffective with respect to the creation of such security interest pursuant to
Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other Applicable Law or principles of equity), provided, however, that the foregoing shall cease to be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, such security interest shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in clauses (x) or (y) above, (b) 100% of any Equity Interests of all Excluded Subsidiaries and 100% of any assets of any Excluded Subsidiary, (c) personal property as to which Administrative Agent and the Loan Parties reasonably agree in writing that the costs or other consequences or burdens of obtaining a security interest or perfection thereof are excessive in view of the benefits to be obtained by the Lender Parties therefrom, (d) any “intent-to-use” application for registration of a Trademark filed in the United States Patent and Trademark Office pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. §1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law, and (e) any Excluded Accounts; provided, that Excluded Property shall not include any proceeds (or right to receive proceeds), substitutions and/or replacements of any assets or property excluded by the foregoing provisos or any goodwill of any Loan Party’s business associated therewith or attributable thereto. Notwithstanding anything to the contrary contained herein, and for the avoidance of doubt, Lender Parties acknowledge and agree that the Real Property located at [***] is an Excluded Property.
“Excluded Subsidiary” means, (i) any Subsidiary that is prohibited or restricted by Applicable Law from guaranteeing or incurring the Obligations and (ii) any Acquired Non-Loan Party.
“Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the guarantee of or grant of security interest by such Loan Party becomes effective with respect to such related Swap Obligation (such determination being made after giving effect to any applicable keepwell, support, or other agreement for the benefit of the applicable Loan Party).
“Excluded Tax Liabilities” means any of the following Tax Liabilities imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Tax Liabilities imposed on or measured by net income (however denominated), franchise Tax Liabilities, and branch profits Tax Liabilities, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Tax Liabilities, (b) in the case of a Lender, U.S. federal withholding Tax Liabilities imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in the Term Loans pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Term Loans or (ii) such Lender changes its applicable lending office, except in each case to the extent that, pursuant to Section 2.9, amounts with respect to such Tax Liabilities were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its applicable
lending office, (c) Tax Liabilities attributable to such Recipient’s failure to comply with Section 2.9(f) and (d) any U.S. federal withholding Tax Liabilities imposed under FATCA.
“Executive Order No. 13224” shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced, or any Canadian law equivalent thereto, as applicable.
“FATCA” means Sections 1471 through 1474 of the IRC, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the IRC.
“Federal Funds Effective Rate” means, for any day, the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the Federal funds effective rate and (b) 0%.
“Fee Letter” means, as applicable, (i) the letter agreement dated as of March 27, 2025, by and between Vireo and East West Bank, as Administrative Agent, Collateral Agent and Joint Lead Arranger, and (ii) the letter agreement dated as of July 3, 2025 by and among the Borrowers and Co-Admin Agent.
“Financial Covenant” has the meaning set forth in Section 7.7(f).
“Financial Covenant Cure Period” has the meaning set forth in Section 7.7(f)(i).
“Financial Covenant Equity Cure” has the meaning set forth in Section 7.7(f)(i).
“FINCEN” has the meaning set forth in Section 7.1(b).
“Fiscal Year” means each twelve (12) month accounting period of the Loan Parties, which ends on December 31st of each year.
“Fixed Charge Coverage Ratio” means, as of any date of determination, for any period ending on such date, for the Loan Parties on a consolidated basis:
| (a) | If Liquidity is greater than 1.20x the amount of all Uncertain Tax Liabilities outstanding as of such date, the ratio of (A) the sum of (without duplication): (i) Adjusted EBITDA for such period; minus (ii) Capital Expenditures made and not financed (including, for the avoidance of doubt, financed using Subordinated Debt) for such period; minus (iii) all payments in cash for Taxes and Distributions for such period; to (B) (i) all regularly scheduled payments during such period in respect of Indebtedness (including all payments of principal, interest and fees) plus (ii) all regularly scheduled interest payments during such period in respect of Capitalized Lease Obligations; and |
| (b) | If Liquidity is less than 1.20x the amount of all Uncertain Tax Liabilities outstanding as of such date, the ratio of (A) the sum of (without duplication): (i) Adjusted EBITDA for such period; minus (ii) Capital Expenditures made and not financed (including, for the avoidance of doubt, financed using Subordinated Debt) for such period; minus (iii) all |
| payments in cash for Taxes and Distributions for such period; to (B) (i) all regularly scheduled payments during such period in respect of Indebtedness (including all payments of principal, interest and fees), plus (ii) all regularly scheduled interest payments during such period in respect of Capitalized Lease Obligations, plus (iii) all Tax Liabilities as of such date, divided by 5 years. |
“Floor” means a rate of interest equal to three percent (3.00%) per annum; provided, that if on or prior to September 30, 2025 the Borrowers enter into a Hedging Agreement with respect to no less than fifty percent (50%) of the aggregate Term Commitments and with a term of no less than eighteen (18) months, at all times after September 30, 2025, the “Floor” shall be zero (0%).
“Foreign Lender” means a Lender that is not a U.S. Person.
“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.
“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
“GAAP” means United States generally accepted accounting principles, consistently applied, as in effect from time to time.
“Governmental Authority” means the government of the United States, Canada or any other nation, or of any political subdivision thereof, whether state, provincial, local, or foreign and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra national bodies such as the European Union or the European Central Bank).
“Guarantor Event of Default” means any Event of Default solely on the part of one or more Proper Guarantors that occurs prior to the Proper Guarantors becoming Subsidiaries of Parent in connection with the consummation of the Missouri Acquisition (or a portion thereof) in accordance with and subject to the terms of this Agreement.
“Guarantors” means the Persons, if any, identified as guarantors on the signature pages hereto and any other Person who may guarantee, pursuant to a written agreement, payment or collection of all or any of the Obligations.
“Guaranty” means any guaranty now or hereafter executed by any Guarantor with respect to any portion of the Obligations, in each case, in form and substance reasonably satisfactory to Administrative Agent and as each now exists or may hereafter be entered into, amended, amended and restated, modified, supplemented, extended, renewed, or replaced.
“HA-MD Transaction” means that certain transaction, more specifically described on Schedule A-7, pursuant to which a Loan Party shall acquire a third-party for an amount not to exceed [***] (as more specifically set forth on Schedule A-7) pursuant to the terms of the HA-MD Transaction Documents.
“HA-MD Transaction Documents” means (i) that certain Term Sheet, dated [***] by and among that certain Loan Party (the “HA-MD Buyer”), that certain Target disclosed in writing to Administrative Agent (the “HA-MD Target”), in the form delivered to Administrative Agent prior to the Effective Date, (ii) that certain
Option Agreement by and among Parent, HA-MD Target, and the other parties thereto dated as of [***], in the form delivered to Administrative Agent prior to the Effective Date, (iii) that certain Consulting Agreement by and between HA-MD Buyer and HA-MD Target, and the other parties thereto dated as of [***], in the form delivered to Administrative Agent prior to the Effective Date, and (iv) all other documents and agreements entered into or delivered in connection with the consummation of the HA-MD Transaction after the Effective Date, in each case, subject to Section 7.24.
“Hazardous Materials” means, to the extent in violation of applicable Environmental Law, any hazardous, toxic or dangerous substance, materials and wastes, including hydrocarbons (including naturally occurring or man-made petroleum and hydrocarbons), flammable explosives, asbestos, urea formaldehyde insulation, radioactive materials, biological substances, polychlorinated biphenyls, pesticides, herbicides and any other kind and/or type of pollutants or contaminants (including materials which include hazardous constituents), sewage, sludge, industrial slag, solvents and/or any other similar substances, materials, or wastes and including any other substances, materials or wastes that are or become regulated under any Environmental Law (including any that are or become classified as hazardous or toxic under any Environmental Law); provided, however, notwithstanding anything to the contrary and for the avoidance of doubt, the definition of Hazardous Materials shall not in any event include (w) Cannabis, as are any substances or products that would be deemed Hazardous Materials solely because they contain cannabis, in each case, to the extent such substances are deemed hazardous solely because the applicable businesses are unlawful under U.S. Federal Cannabis Law, (x) materials and/or substances of any kind and in any amounts used or stored in the ordinary course of construction, developing, maintaining, cleaning and/or operation of any property, and/or (y) De Minimis Amounts (as defined below). As used herein, De Minimis Amounts shall mean any Hazardous Materials either (a) being transported on or from a property or being stored for use by a Loan Party or any tenant on such property in connection with Loan Party’s or such tenant’s current operations, or (b) being currently used by a Loan Party or any tenant on an applicable property, in either case in such quantities and in a manner that both (i) do not constitute a violation or threatened violation of any Environmental Law and (ii) are consistent with customary business practice for such operations in the state or province where such property is located.
“Hedging Agreement” means any interest rate, currency or commodity swap agreement, cap agreement or collar agreement, and any other agreement or arrangement designed to protect a Person against fluctuations in interest rate, currency exchange rates or commodity prices.
“Hedging Obligation” means, with respect to any Person, any liability of such Person under any Hedging Agreements. The amount of any Person’s obligations in respect of any Hedging Obligation shall be deemed to be the incremental obligations that would be reflected in the financial statements of such Person in accordance with GAAP.
“Holland, MA Real Property” means the Real Property located at [***].
“Inchoate Obligations” means contingent indemnification or expense reimbursement Obligations other than those related to claims, causes of action or liabilities that have been asserted or threatened or that otherwise can be reasonably identified by any Agent or any Lender based on the then known facts and circumstances.
“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
| (a) | all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; |
| (b) | the maximum amount (after giving effect to any reductions or prior drawings which have been reimbursed) of all direct or Contingent Obligations of such Person arising under letters of credit (including standby and commercial) (other than to the extent cash collateralized), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; |
| (c) | obligations under any Hedging Agreement, or other interest rate management device, foreign currency exchange agreement, currency swap agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement; |
| (d) | all obligations of such Person to pay the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of such Person’s business), purchase price adjustments, profit sharing arrangements, deferred purchase money amounts and similar payment obligations or continuing obligations of any nature of such Person arising out of purchase and sale contracts, including Earnout Payments; |
| (e) | indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse (but if limited in recourse or that Person has not assumed or otherwise become liable for that indebtedness, then that indebtedness will be measured at the lesser of (i) the aggregate principal amount of such indebtedness and (ii) the fair market value of the property securing that indebtedness as determined by such Person in good faith, in each case at the applicable time of determination); |
| (f) | all Capitalized Lease Obligations; |
| (g) | all Equity Interests of such Person subject to repurchase or redemption rights or obligations (excluding repurchases or redemptions at the sole option of such Person); |
| (h) | all indebtedness, obligations or liabilities secured by a Lien on any asset of such Person, whether or not such indebtedness, obligations or liabilities are otherwise an obligation of such Person; and |
| (i) | any guaranty of any indebtedness, obligations or liabilities of a type described in the foregoing clauses. |
For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.
“Indemnified Tax Liabilities” means (a) Tax Liabilities other than Excluded Tax Liabilities and (b) to the extent not otherwise described in clause (a), Other Tax Liabilities.
“Indemnified Uncertain Tax Liabilities” means any Uncertain Tax Liabilities of the Loan Parties for which (i) a Loan Party is fully indemnified pursuant to contracts, agreements, or other documents or instruments
in effect as of the Effective Date (true, correct and complete copies of which have been delivered to Administrative Agent), and (ii) such contracts, agreements, or other documents or instruments providing for the indemnification described in the foregoing clause (i) have been collaterally assigned to Collateral Agent in a manner reasonably acceptable to the Agents.
“Insolvency Proceeding” means any proceeding commenced by or against any Person or entity under any provision of any Bankruptcy Law or under any other bankruptcy or insolvency law, including assignments for the benefit of creditors, formal or informal moratoria, compositions, extension generally with its creditors, or proceedings seeking reorganization, arrangement, or other similar relief.
“Intellectual Property” has the meaning assigned in Section 6.9.
“Interest Expense” means, for any period, for the Loan Parties and their Subsidiaries (other than Excluded Subsidiaries) on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses (excluding closing costs associated with this transaction) in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets during such period, plus (b) all payments made under interest rate Hedging Agreements during such period to the extent not included in clause (a) of this definition, minus (c) all payments received under interest rate Hedging Agreements during such period, plus (d) the portion of rent expense with respect to such period under Capitalized Lease Obligations.
“Interest Payment Date” means (a) with respect to each Prime Rate Loan, the first calendar day of each month and the Term Loan Maturity Date, and (b) with respect to any SOFR Loan, the last day of the Interest Period applicable thereto and the Term Loan Maturity Date.
“Interest Period” means, with respect to each SOFR Loan, a period of one (1) month; provided that: (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (b) any Interest Period that begins on the last Business Day in a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day in a calendar month; and (c) notwithstanding the foregoing, any Interest Period that would otherwise end after the Term Loan Maturity Date, as applicable, shall end on the Term Loan Maturity Date, as applicable.
“Investment” means any beneficial ownership of (including stock, partnership or limited liability company interest or other securities) any Person, or any loan, advance or capital contribution to any Person.
“IRC” means the Internal Revenue Code of 1986, as amended from time to time.
“ISP” means the International Standby Practices as published by the International Chamber of Commerce.
“Joint Lead Arrangers” has the meaning set forth in the introductory paragraph hereto.
“Joint Venture” means any co-investment between a Loan Party and non-Affiliate in which the Loan Party owns a non-controlling ownership interest in the Investment described by such Loan Party to the satisfaction of the Administrative Agent.
“Key Officer” means (i) John Mazarakis and any successor chief executive officer, and (ii) Tyson Macdonald and any successor chief financial officer.
“Laws” means all ordinances, statutes, rules, regulations, orders, injunctions, writs, or decrees of any Governmental Authority with jurisdiction over the applicable Loan Party.
“Lender Expenses” means all documented (y) costs or (z) expenses (including reasonable documented out-of-pocket attorney’s fees and expenses) incurred by any Agent, Lender or Joint Lead Arranger in connection with the preparation, negotiation, administration, and enforcement of the Loan Documents; Collateral field examination fees; and any reasonable documented out-of-pocket attorney’s fees and expenses incurred by any Agent, Lender or Joint Lead Arranger in amending, enforcing or defending the Loan Documents (including fees and expenses of appeal), at any time, including before, during and after an Insolvency Proceeding, whether or not suit is brought by an Agent.
“Lender Parties” means, collectively, the Agents and the Lenders, and “Lender Party” means any of the foregoing Persons individually.
“Lenders” means, collectively, the financial institutions or entities from time to time parties to this Agreement.
“Lien” means any security interest, mortgage, deed of trust, pledge, lien, charge, judgment lien, assignment, financing statement, encumbrance, title retention agreement or analogous instrument or device, including the interest of each lessor under any capitalized lease and the interest of any bondsman under any payment or performance bond, in, of or on any assets or properties of a Person, whether now owned or subsequently acquired and whether arising by agreement or operation of law, all whether perfected or unperfected.
“Lien Waiver” means the waiver or subordination of Liens reasonably satisfactory to Collateral Agent from a lessor, mortgagee, warehouse operator, bailee, processor or other third party that may have a Lien upon any Collateral that is in such third party’s possession or is located or leased by such party to a Loan Party, by which such Person shall waive or subordinate its Liens and claims with respect to any Collateral in favor of Collateral Agent and shall assure Collateral Agent’s access to any Collateral for the purpose of allowing Collateral Agent to enforce its rights and Liens with respect thereto, as the same may be amended, amended and restated, modified, supplemented, or substituted from time to time.
“Liquidity” means, as at any time of determination, the aggregate amount of cash and cash equivalents (i.e., Permitted Investments consisting of certificates of deposit maturing no more than one year from the date of investment therein, money market accounts and other liquid investments, in each case, made available by a Lender to a Loan Party and reflected on such Lender’s balance sheet) of the Loan Parties, under GAAP accounting, that is (i) free and clear of all Liens (other than Permitted Liens described in clause (b) or clause (i) or clause (s) of the definition thereof), (ii) not earmarked for any particular use nor subject to any restrictions on the use thereof, and (iii) held at such time by the Loan Parties in Deposit Accounts maintained with Collateral Agent or otherwise subject to a Control Agreement, and excluding, for the avoidance of doubt, all cash on deposit in the Restricted Cash Account.
“Loan Documents” means, collectively, this Agreement, the Notes, the Collateral Documents, any Guaranty, any Subordination Agreement, and all other agreements, instruments and documents, deeds of trust, mortgages, pledges, powers of attorney, consents, assignments, contracts, notices, security agreements, leases, guaranties, financing statements, Hedging Agreements and all other writings heretofore, now or from time to time hereafter executed by or on behalf of any Loan Party, any other Loan Party, or any other Person and delivered to any Agent or Lender or to any parent, affiliate or subsidiary of such Agent
or Lender in connection with the Obligations or the transactions contemplated hereby, as each of the same may be amended, amended and restated, modified or supplemented from time to time.
“Loan Party” means each Borrower and each Guarantor (other than Proper Holdings, LLC), and “Loan Parties” means all Borrowers and Guarantors (other than Proper Holdings, LLC) collectively.
“Loan Party’s Books” means all of each Loan Party’s books and records including: ledgers; records concerning such Loan Party’s assets or liabilities, the Collateral, business operations or financial condition; and all computer programs, or tape files, and the equipment containing such information.
“Management Agreement” means any agreement or contract between any Loan Party, or its Subsidiaries (other than Excluded Subsidiaries), and any other cannabis business, pursuant to which (i) any Loan Party or any of its Subsidiaries, will provide management services to such other cannabis business or (ii) any other cannabis business will provide management services to any Loan Party or any of its Subsidiaries (other than Excluded Subsidiaries).
“Material Adverse Effect” means any of the following: (a) a material adverse change in, or material adverse effect upon, the business, condition (financial or otherwise), operations, properties, prospects, assets, liabilities or performance of the Loan Parties taken as a whole; (b) a material impairment of the ability of the Loan Parties taken as a whole, to perform their respective obligations under the Loan Documents; or (c) a material adverse effect upon: (i) the legality, validity, binding effect or enforceability of any Loan Document to which any Loan Party is a party against the Loan Parties taken as a whole; or (ii) the rights and remedies of any Agent under or in respect of any Loan Document.
“Material Contract” means with respect to any Loan Party, (a) each Regulatory License, (b) each contract or agreement to which such Loan Party or any of its Subsidiaries is a party involving aggregate consideration payable to or by such Loan Party or such Subsidiary of $3,000,000 or more in any Fiscal Year (other than purchase orders in the ordinary course of business of such Loan Party or such Subsidiary, employment agreements, and other than contracts that by their terms may be terminated by such Loan Party or Subsidiary in the ordinary course of its business upon less than thirty (30) days’ notice without penalty or premium); (c) each Management Agreement; and (d) all other contracts or agreements as to which the breach, nonperformance, cancellation or failure to renew by any party thereto would reasonably be expected to have a Material Adverse Effect.
“Material Property Agreement” means all agreements to which any Loan Party is a party relating to the use, renovation, operation, development, construction, design or management of any Mortgaged Property (including, without limitation, any management, asset or development management agreements, service agreements and exclusive leasing agreements) that provides for aggregate payments in any calendar year in excess of $3,000,000 and which is not terminable by the Loan Parties on thirty (30) or fewer days’ notice from the Loan Parties.
“Maturity Date” means the Term Loan Maturity Date.
“Maximum Cash Flow Net Leverage Ratio” means as of any date of determination, the ratio of (Total Senior Secured Indebtedness plus the aggregate amount of Uncertain Tax Liabilities minus Restricted Cash) to Adjusted EBITDA.
“Missouri Acquisition” means that certain Acquisition pursuant to the terms of the Missouri Acquisition Documents.
“Missouri Acquisition Agreement” means that certain Agreement and Plan of Merger dated as of December 18, 2024, by and among Vireo PR Merger Sub Inc., Vireo PR Merger Sub II Inc., Parent, NGH Investments, Inc., Proper Holdings Management, Inc., Proper Holdings, LLC, and the other parties thereto.
“Missouri Acquisition Documents” means, collectively, the Missouri Acquisition Agreement and all other documents entered into or delivered in connection with the consummation of the Missouri Acquisition, including but not limited to the Option Agreement, the related purchase agreement, and any applicable assignment agreements in connection with the Missouri Acquisition, in each case, subject to Section 7.21, in the form delivered to Administrative Agent prior to the Effective Date.
“Missouri Acquisition Reserve Amount” means (A) in the event that the Proper Pledge and Guaranty is not obtained on the Effective Date and until the earlier of (x) the consummation the Proper Pledge and Guaranty or (y) the consummation of the Missouri Acquisition such that the Loan Parties acquire the Proper Guarantors in accordance with the terms hereof (including Section 8.3(d)) and satisfy, or cause to be satisfied, the requirements of Section 7.21 hereof, or (B) following the occurrence and during the continuation of a Guarantor Event of Default, Twenty-Five and 00/100 Million Dollars ($25,000,000.00). For the avoidance of doubt, if the Proper Pledge and Guaranty is not obtained on the Effective Date, upon the satisfaction of either condition in clause (A) of this definition, funds in the Restricted Cash Account earmarked as the Missouri Acquisition Reserve Amount shall be remitted to the Borrowers. In addition, to the extent the Missouri Acquisition Reserve Amount is funded into the Restricted Cash Account pursuant to the Loan Parties’ cure right in Section 9.2, upon the cure or waiver of such Guarantor Event of Default, in each case, in a manner satisfactory to the Administrative Agent in its sole discretion, funds in the Restricted Cash Account earmarked as the Missouri Acquisition Reserve Amount shall be remitted to the Borrowers. For the avoidance of doubt, the Loan Parties shall be required to replenish the Restricted Cash Account with the Missouri Acquisition Reserve Amount to the extent necessary to comply with Section 7.20(i).
“Missouri Management Services Agreements” means those certain Management Services Agreement by and between [***] and [***], dated as of August 20, 2024; [***], [***], and [***] dated as of May 24, 2025; and [***] and [***] dated as of February 14, 2024.
“Mortgage” means each mortgage, deed of trust, or deed to secure debt, trust deed, assignment of leases and rents or other security document granted by any Loan Party to Collateral Agent, for the benefit of the Lender Parties, in respect of any Real Property owned or leased by such Loan Party, in form and substance reasonably satisfactory to the Collateral Agent, as each of the same may be amended, amended and restated, modified or supplemented from time to time.
“Mortgaged Property” means, individually and collectively, any Real Property subject to a Mortgage, including the Real Property located at (i) [***], (ii) [***], (iii) Reserved, (iv) [***], and (v) [***]. Notwithstanding anything to the contrary, and for the avoidance of doubt, no Excluded Property constitutes Mortgaged Property.
“Multiemployer Plan” means a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) to which any Loan Party or any ERISA Affiliate contributes or is obligated to contribute or with respect to which any Loan Party of any ERISA Affiliate has any current or contingent liability but does not include a Canadian Employee Plan or Canadian Pension Plan.
“NCCB” has the meaning set forth in the definition of Nevada License Reserve Amount.
“NCCB Consent” has the meaning set forth in the definition of Nevada License Reserve Amount.
“Negative Pledge” means (i) that certain Negative Pledge, dated as of July 3, 2025 , by 2178 State Highway 29A, LLC in favor of the Collateral Agent with respect to the Real Property located at [***] (subject to a mortgage on such property described in Permitted Indebtedness), (ii) that certain Negative Pledge, dated as of July 3, 2025 , by Verdant Grove, LLC in favor of the Collateral Agent with respect to the Holland, MA Real Property, and (iii) any other Negative Pledge approved from time to time by the Agents, in each case, as may be amended, amended and restated, modified or supplemented from time to time.
“Negotiable Collateral” means all of each Loan Party’s present and future letters of credit of which it is a beneficiary, drafts, instruments (including promissory notes), securities, Documents, documents of title, Chattel Paper, and each Loan Party’s Books relating to any of the foregoing.
“Net Cash Proceeds” means:
“Nevada License Reserve Amount” means, in the event that the State of Nevada Cannabis Compliance Board’s (“NCCB”) consent to, or approval for, the Lender Parties’ registrations as Agents of the Nevada Regulatory Licenses and holders of a security interest (the “NCCB Consent”), is not obtained on or before November 27, 2025, then until such time as the Administrative Agent shall receive the NCCB Consent, a reserve in the amount of $25,000,000; provided, however, Lenders acknowledge and agree that Collateral Agent shall timely provide all relevant information requested by the NCCB with respect to granting such NCCB Consent and make bank representatives available upon reasonable prior notice and at reasonable times for the registration process, in addition to exercising its best efforts to deliver and/or satisfy any other information or actions required or requested by the NCCB in connection with granting such NCCB Consent; provided, that, no Lender Party shall be required to provide any documentation or take any action to the extent doing so would violate any Applicable Law. In addition, to the extent the Nevada License Reserve Amount is funded into the Restricted Cash Account in accordance with the foregoing and Section 7.20(i), upon receipt by the Administrative Agent of the NCCB Consent, in form and substance satisfactory to the Administrative Agent, funds in the Restricted Cash Account earmarked as the Nevada License Reserve Amount shall be remitted to the Borrowers.
“Nevada Regulatory Licenses” means the Regulatory Licenses of the Loan Parties issued by the Cannabis Authorities in the State of Nevada as set forth on Schedule A-6.
“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all or all affected Lenders in accordance with the terms of Section 2.11 and (b) has been approved by the Required Lenders.
“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.
“Northeast B Counterparty” has the meaning set forth in the definition of Northeast B Transaction Documents.
“Northeast B Transaction” means that certain transaction more specifically described on Schedule A-8 pursuant to which the transferor Loan Party (the “Specified Transferor”) shall Transfer the Specified Transferred Equity Interests to the Northeast B Counterparty, pursuant to the terms of the Northeast B Transaction Documents.
“Northeast B Transaction Documents” means (i) that certain Memorandum of Understanding by and among the Specified Transferor, that certain third party transferee disclosed in writing to Administrative Agent (the “Northeast B Counterparty”) and the Specified Loan Party, dated as of [***], in the form delivered to Administrative Agent prior to the Effective Date, (ii) that certain Assignment of Membership Interest by and between the Specified Transferor, and the Northeast B Counterparty in the form delivered to Administrative Agent prior to the Effective Date, (iii) that certain Amended and Restated Operating Agreement of the Specified Loan Party in the form delivered to Administrative Agent prior to the Effective Date, and (iv) all other documents and agreements entered into or delivered in connection with the consummation of the Northeast B Transaction after the Effective Date, in each case, subject to Section 7.23.
“Note” means any Term Loan Note, and “Notes” means all such promissory notes, collectively.
“Obligations” means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest accruing after the filing of any bankruptcy or similar petition) the Term Loans, (b) all liabilities of any Loan Party to any Lender or to any affiliate of any Lender arising out of or relating
to Bank Products, (c) Lender Expenses, (d) Hedging Obligations of any Loan Party, and (e) all other reasonable, documented and out of pocket fees and commissions (including out-of-pocket attorney’s fees and expenses), charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by the Loan Parties and each of their respective Subsidiaries to any Lender or to any parent, affiliate or subsidiary of any Lender of every kind, nature and description, direct or indirect, primary or secondary, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, whether several, joint, or joint and several, and whether or not evidenced by any note, and including any debt, liability or obligation owing from any Loan Party to others that any Lender may have obtained by assignment or otherwise, and interest and fees that accrue after the commencement by or against any Loan Party of any bankruptcy or similar proceeding, naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided, however, Obligations shall not include any Excluded Swap Obligation.
“OFAC” means the United States Office of Foreign Assets Control.
“Operating Documents” means, for any Person as of any date, such Person’s constitutional documents, formation documents and/or certificate of incorporation (or equivalent thereof), as certified (if applicable) by such Person’s jurisdiction of formation as of a recent date, and, (a) if such Person is a corporation, its bylaws or memorandum and articles of association (or equivalent thereof) in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.
“Other Connection Tax Liabilities” means, with respect to any Recipient, Tax Liabilities imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax Liability (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document).
“Other Tax Liabilities” means all present or future stamp, intangible or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.
“Parent” means Vireo.
“Participant” is defined in Section 14.1(d).
“Participant Register” is defined in Section 14.1(d).
“Patents” means all patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.
“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Title III of Pub. L. 107-56, signed into law October 26, 2001.
“PBGC” means the Pension Benefit Guaranty Corporation.
“Pension Plan” means a pension plan (as defined in Section 3(2) of ERISA) maintained for employees of any Loan Party or any ERISA Affiliate and covered by Title IV of ERISA or with respect to which any Loan Party or any ERISA Affiliate has any current or contingent liability but does not include any Canadian Employee Plan or Canadian Pension Plan.
“Periodic Payments” means all installments or similar recurring payments that any Loan Party may now or hereafter become obligated to pay to Lenders pursuant to the terms and provisions of any instrument, or agreement now or hereafter in existence between any Loan Party and any Lender.
“Permits” shall mean, with respect to any Person, any permit, approval, authorization, license, registration, certificate concession, grant, franchise, variance or permission from, and any other contractual obligations with, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or operations or to which such Person or any of its property or operations is subject, including, without limitation, the Regulatory Licenses listed on Schedule A-5 attached hereto.
“Permitted Acquisition” means any Acquisition or Joint Venture by a Loan Party which satisfies each of the following conditions:
“Permitted Acquisition Indebtedness” means, in connection with any Permitted Acquisition, Indebtedness of an Acquired Non-Loan Party acquired in such Permitted Acquisition which existed prior to, and not in contemplation of, such Permitted Acquisition, so long as (i) such Indebtedness is unsecured or secured only by the property of the applicable Acquired Non-Loan Party, and for the avoidance of doubt, is not secured by any property or assets of any Loan Party, and (ii) none of the Loan Parties assume, remain or become liable in any respect or at any time for all or any portion of such Indebtedness (including, without limitation, by way of any guaranty or otherwise).
“Permitted Cannabis Business” means legitimate business activity that is substantially compliant with Applicable Cannabis Laws, but not compliant with U.S. Federal Cannabis Laws.
“Permitted Discretion” means a determination made in the exercise of reasonable (from the perspective of a secured lender) business judgment.
“Permitted Indebtedness” means:
| (a) | Indebtedness of the Loan Parties in favor of Lenders arising under this Agreement or any other Loan Document; |
| (b) | Hedging Obligations of the Loan Parties in favor of any Lender or any Affiliate of Lender; |
| (c) | Indebtedness existing on the Effective Date and disclosed in Schedule A-1 to this Agreement; |
| (d) | Indebtedness (i) evidencing the deferred purchase price of newly acquired equipment or incurred to finance the acquisition of equipment of such Loan Party (pursuant to purchase money security arrangements or otherwise, whether owed to the seller or a third party) used in the ordinary course of business of such Loan Party (provided that such Indebtedness is incurred within 60 days of the acquisition of such property), or (ii) evidenced by Capitalized Leases into which such Loan Party enters for the acquisition of equipment used in the ordinary course of business of such Loan Party; provided that the aggregate outstanding principal amount of such Indebtedness under clauses (i) and (ii) of this clause (d) shall not exceed $3,000,000 in unsecured Debt the aggregate in any Fiscal Year of the Loan Parties; |
| (e) | Permitted Acquisition Indebtedness; |
| (f) | Endorsements for collection, deposit or negotiation and warranties of products or services, in each case, incurred in the ordinary course of business; |
| (g) | Mortgage loan in the original principal amount not to exceed $800,000 secured by residential real property located at [***]; |
| (h) | Subordinated Debt; |
“Permitted Investments” means:
(a)Investments existing on the Effective Date disclosed in Schedule A-2 to this Agreement;
(b)Investments made pursuant to Hedging Agreements with any Lender or any Affiliate of a Lender;
(c)(i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any State thereof maturing within one year from the date of acquisition thereof, (ii) commercial paper maturing no more than one year from the date of creation thereof and currently having rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or Moody’s Investors Service, (iii) certificates of deposit maturing no more than one year from the date of investment therein, and (iv) money market accounts; provided, that, with respect to any such Investments with a financial institution other than a Lender, such Investments in an aggregate shall not exceed $1,000,000 in any Fiscal Year;
(d)repurchases of stock from former employees or directors of any Loan Party under the terms of applicable repurchase agreements (i) in an aggregate amount not to exceed $1,000,000 in any Fiscal Year, provided that no Event of Default has occurred, is continuing or would exist after giving effect to the repurchases, or (ii) in any amount where the consideration for the repurchase is the cancellation of indebtedness owed by such former employees to any Loan Party regardless of whether an Event of Default exists;
(e)Investments of Subsidiaries in or to other Subsidiaries (other than Excluded Subsidiaries) or the Loan Parties and Investments by the Loan Parties in Subsidiaries (other than Excluded Subsidiaries) not to exceed $5,000,000 in the aggregate in any Fiscal Year;
(f)Investments not to exceed $500,000 in the aggregate in any Fiscal Year consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of any Loan Party pursuant to employee stock purchase plan agreements approved by the applicable Loan Party’s Board of Directors or other governing body;
(g)transactions expressly permitted by Section 8.3;
(h)Investments by Excluded Subsidiaries in other Excluded Subsidiaries;
(i)Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of any Loan Party’s business;
(j)Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business, provided that this subparagraph (j) shall not apply to Investments of the Loan Parties in any Subsidiary; and
(k)so long as (x) the Loan Parties are in compliance with the Financial Covenants on a pro forma basis, (y) no Event of Default has occurred and is then continuing and (z) the Loan Parties have an Adjusted EBITDA and/or Liquidity equal to at least One Hundred Ten Million Dollars ($110,000,000) on a pro forma basis, stock or other equity repurchases in an amount up to ten percent (10%) of the Loan Parties’ Adjusted EBIDTA, on a pro forma basis.
“Permitted Liens” means: (a) statutory Liens of landlords, carriers, warehousemen, processors, mechanics, materialmen or suppliers incurred in the ordinary course of business and securing amounts not yet due or declared to be due by the claimant thereunder; (b) Liens or security interests in favor of Collateral Agent for the benefit of the Lender Parties; (c) zoning restrictions and easements, licenses, covenants and other restrictions affecting the use of Real Property, in each case, which do not interfere in any material respect with the value or use of the property to which such Lien is attached; (d) Liens in connection with purchase money indebtedness with respect to Equipment and capitalized leases otherwise permitted pursuant to this Agreement, provided, that such Liens attach only to the assets the purchase of which was financed by such purchase money indebtedness or which is the subject of such capitalized leases; (e) Liens set forth in Schedule A-3 to this Agreement, provided that such Liens shall secure only those obligations which they secure on the Effective Date and shall not subsequently apply to any other property or assets of a Loan Party; (f) Liens specifically permitted by the Agents in writing; (g) Liens for taxes, assessments and other government charges or levies not yet due and payable or which are being contested in good faith and by appropriate proceedings and for which the Loan Parties have maintained adequate reserves and notified Administrative Agent in writing; (h) Liens consisting of deposits or pledges made in the ordinary course of business in connection with workers’ compensation, unemployment, social security and similar laws, or to
secure the performance of statutory obligations, bids, leases, government contracts, trade contracts, and other similar obligations (exclusive of obligations for the payment of borrowed money); (i) Liens of collecting banks under the Uniform Commercial Code on items in the course of collection and normal and customary rights of set-off of banks; (j) Liens arising from filing Uniform Commercial Code or PPSA financing statements relating solely to leases not prohibited by this Agreement; (k) Liens on cash and cash equivalents on deposit with Lenders and affiliates of Lenders securing obligations owing to such Persons under any treasury, depository, overdraft or other cash management services agreements or arrangements with any Loan Party; (l) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Loan Party in the ordinary course of business and not prohibited by this Agreement; (m) Liens on the property or assets of an Acquired Non-Loan Party securing Permitted Acquisition Indebtedness; (o) judgment Liens in respect of judgments that do not constitute an Event of Default; (p) restrictions or conditions imposed on creating, incurring or allowing Liens by any agreement relating to secured Indebtedness solely to the extent permitted under this Agreement, if such restrictions or conditions apply only to the property securing such Indebtedness; (q) any customary restrictions and conditions imposed on creating, incurring or allowing Liens contained in agreements relating to the sale or other Transfer of property pending such sale or other Transfer; provided that such restrictions and conditions apply only to the property to be sold or disposed of and such sale or Transfer is permitted hereunder; (r) customary provisions in leases restricting the assignment or sublet thereof; (s) the Liens of CAG Loan Collateral Agent to secure the obligations under the CAG Debt Documents, so long as the CAG Subordination Agreement is in full force and effect and no breach thereof (other than by any Agent) has occurred and is continuing; and (t) Liens on real property located at [***] securing the mortgage loan permitted under clause (g) of the definition of “Permitted Indebtedness”.
“Permitted Sale-Leaseback” is defined in Section 8.16.
“Permitted Transfer” means the Transfer by any Loan Party or any Subsidiary of any Loan Party of:
(a)Inventory in the ordinary course of business;
(b)non-exclusive licenses and similar arrangements for the use of the property of the Loan Parties in the ordinary course of business;
(c)worn-out or obsolete Equipment;
(d)any Transfer resulting from a loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property (subject to compliance with Section 2.6(b));
(e)the making of Permitted Investments;
(f)Holland, MA Real Property (subject to compliance with Section 2.6(b));
(g)[***];
(h)a Permitted Sale-Leaseback (subject to compliance with Section 2.6(b));
(i)the issuance of Equity Interests of Parent pursuant to the Missouri Acquisition Documents;
(j) the issuance of Equity Interests of Parent pursuant to the CAG Convertible Loan Notes;
(k)other issuances of Equity Interests of Parent to the extent any such issuance does not constitute a Change of Control;
(l)so long as no Event of Default has occurred and is continuing or would result therefrom, assets of the Loan Parties that do not in the aggregate exceed $2,500,000 during any Fiscal Year;
(m)Dispositions of those certain Regulatory Licenses and other assets disclosed in the Caliente Purchase Agreement, pursuant to the terms of the Caliente Transaction Documents (subject to compliance with Section 2.6(b)); and
(n) Dispositions of the Specified Transferred Equity Interests pursuant to the terms of the Northeast B Transaction Documents, so long as (i) no Event of Default shall then be continuing or would exist after giving effect to such transaction; (ii) such transaction is consummated in accordance with the terms of the Northeast B Transaction Documents (subject to Section 7.23); (iii) the Loan Parties shall have provided to the Agents and Lenders all information any Agent or Lender may request to satisfy its “know your customer”, Beneficial Ownership Certification and other similar requirements necessary for such Agent or Lender to comply with its internal compliance and regulatory requirements with respect to the Northeast B Transaction, and the results of which shall be satisfactory to each Agent and Lender; (iv) all third party consents (including consents from Governmental Authorities) and consents from the directors, managers and/or equityholders of the parties thereto that are necessary for such transaction have been obtained, and the transaction is consummated in accordance with Applicable Law; and (v) the Loan Parties shall have complied with the requirements of Section 7.23 in connection therewith.
Notwithstanding anything to the contrary, and for the avoidance of doubt, Permitted Transfers shall include all Transfers by and among Loan Parties; provided, that, in the event of any Transfer of Equity Interests by and among Loan Parties, (i) the Loan Parties shall provide Administrative Agent with at least ten (10) days’ advance written notice thereof; and (ii) the Collateral Agent shall maintain (for the benefit of the Lender Parties) a perfected first priority security interest in such Equity Interests, and in connection therewith, the Loan Parties take such action and execute and deliver to the Collateral Agent such agreements, instruments and other documents as the Collateral Agent shall reasonably request for the purpose of establishing, maintaining perfecting, or preserving a perfected first priority security interest in such Equity Interests.
“Permitted Uses” means with respect to the Mortgaged Properties, cannabis cultivation, manufacturing and retail operations, and each individually, is a “Permitted Use”.
“Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, entity, party or foreign or United States government (whether Federal, state, provincial, county, city, municipal or otherwise), including any instrumentality, division, agency, body or department thereof.
“Plan” means any of: (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA; (b) a “plan” as defined in Section 4975 of the Code; or (c) any Person whose assets include (for the purposes of ERISA Section 3(42) or otherwise for the purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan,” but does not include a Canadian Employee Plan or Canadian Pension Plan.
“Platform” is defined in Section 12(c).
“Pledge Agreement” means (i) that certain Pledge and Security Agreement dated as of July 3, 2025 , among Administrative Agent, and the Loan Parties party thereto, and (ii) any other pledge agreement from time to time executed by any Loan Party in favor of the Administrative Agent, for the benefit of the Lender Parties, in each case, as the same may be amended, amended and restated, modified, supplemented, or substituted from time to time.
“PPSA” shall mean the Personal Property Security Act in effect in the Province of British Columbia, the Civil Code of Quebec as in effect in the Province of Quebec, or any other federal or provincial statute in Canada pertaining to the granting, perfecting, priority or ranking of security interests, Liens on personal property, and any successor statutes, together with any regulations thereunder, in each case as in effect from time to time. References to sections of the PPSA shall be construed to also refer to any successor sections.
“Prime-Based Rate” means, as applicable, in respect of any portion of any Term Loan that is a Prime Rate Loan, a rate per annum equal to the Prime Rate plus the Applicable Margin.
“Prime Rate” means the variable rate of interest, per annum, set forth in the “Money Rates” section of the Wall Street Journal as the “prime rate,” whether or not such rate is the lowest rate available from any Lender; provided, that, if the Prime Rate, determined as provided above, would be less than the Floor, then the Prime Rate shall be deemed to be the Floor.
“Prime Rate Loan” means the portion of any Term Loan that bears interest based on the Prime Rate.
“Proper Guarantors” means collectively, New Growth Horizon, LLC, Nirvana Investments, LLC, Nirvana Bliss I, LLC, Nirvana Bliss II, LLC, Nirvana Bliss III, LLC, Nirvana Bliss IV, LLC, Nirvana Bliss V, LLC, 5150 Processing, LLC, Bold Lane Logistics, LLC, and any other Subsidiary of Proper Holdings, LLC that shall be acquired by one or more Loan Parties pursuant to the Missouri Acquisition Documents. Notwithstanding anything to the contrary, and for the avoidance of doubt, Proper Holdings, LLC is not a Proper Guarantor.
“Proper Pledge and Guaranty” means, collectively, (i) the execution and delivery of an unlimited Guaranty by the Proper Guarantors in favor of the Administrative Agent, for the benefit of the Lender Parties, in form and substance reasonably satisfactory to Administrative Agent, (ii) for so long as Proper Holdings, LLC owns, directly or indirectly, the Equity Interests of the Proper Guarantors, the execution and delivery of a limited Guaranty, Pledge Agreement and related instruments (as applicable) (with respect to a pledge of the Equity Interests of the Proper Guarantors in favor of Collateral Agent) by the Proper Holdings, LLC in favor of the Administrative Agent or Collateral Agent, as applicable, for the benefit of the Lender Parties, each in form and substance reasonably satisfactory to Administrative Agent, and (iii) the joinder of the Proper Guarantors as Guarantors hereunder and under the other Loan Documents, including, without limitation, compliance with the applicable requirements of Section 7.21 and the grant of a security interest on the assets of the Proper Guarantors in favor of Collateral Agent, for the benefit of the Lender Parties, consistent with the terms of this Agreement.
“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
“Real Property” means, with respect to any Person, all right, title and interest of such Person (including any leasehold estate) in and to a parcel of real property owned, leased or operated by such Person together with, in each case, all improvements and appurtenant fixtures, equipment, personal property, easements and other property and rights incidental to the ownership, lease or operation thereof.
“Recipient” means Administrative Agent or a Lender, as applicable.
“Register” is defined in Section 14.1(c).
“Regulatory Licenses” shall mean Permits issued by the applicable Cannabis Authorities from time to time to any Loan Party to operate as a Cannabis cultivator, product manufacturer, transporter/distributor, or retail
facility, as applicable, including but not limited to such Regulatory Licenses identified on Schedule A-5 to this Agreement.
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.
“Release” means any actual or imminent releasing, spilling, leaking, pumping, pouring, leaching, seeping, emitting, migration, emptying, discharging, injecting, escaping, depositing, disposing, or dumping of Hazardous Materials in violation of applicable Environmental Law into the indoor or outdoor environment, including the movement of any Hazardous Material through the air, soil, surface water, groundwater or property in violation of applicable Environmental Law.
“Reportable Event” means a reportable event (as defined in Section 4043 of ERISA), other than an event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.
“Required Contribution Date” is defined in Section 7.7(f)(i).
“Required Lenders” means, at any time, (a) if any one Lender (treating Lenders that are Affiliates of one another as a single Lender) holds the aggregate principal amount of the Term Loans then outstanding, such Lender; and (b) if more than one Lender (treating Lenders that are Affiliates of one another as a single Lender) holds the aggregate principal amount of the Term Loans then outstanding, at least two Lenders, which are not Affiliates of each other, who hold more than 50% of the aggregate principal amount of the Term Loans then outstanding; provided that the outstanding principal amount of the Term Loans held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.
“Required Permits and Approvals” means all building, zoning and other permits, licenses, authorizations, consents and approvals, and all renewals, replacements, amendments and substitutions therefor, required for the use and occupancy of any Mortgaged Property for the applicable Permitted Uses pursuant to all Applicable Laws, including all Applicable Cannabis Laws, which shall include, without limitation, the Regulatory Licenses and all applicable Permits.
“Requirement of Law” means, as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.
“Rescindable Amount” shall have the meaning set forth in Section 2.8(d).
“Responsible Officer” means each of the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer and the Controller of a Loan Party.
“Restricted Cannabis Activities” shall mean, the Loan Parties engaging (in connection with the cultivation, distribution, sale and possession of Cannabis and related products, including in connection with any leasing of any Mortgaged Property) in any: (a) activity that is not permitted under applicable U.S. Federal Cannabis Law, other than Permitted Cannabis Business; (b) activity for which a United States Attorney in any Applicable State prosecutes a Cannabis business operated at any Mortgaged Property in any Applicable State, notwithstanding its compliance with Applicable Cannabis Laws; (c) repeated distribution and sale of Cannabis and related products to minors; (d) payments to criminal enterprises, gangs, cartels and Persons who are in each case either subject to Sanctions or publicly known to be engaging in criminal activity other than Permitted Cannabis Business; (e) non-compliance with Anti-Terrorism Laws; (f) non-compliance with anti-money laundering laws, to the extent such non-compliance results from illegal activity other than Permitted Cannabis Business; (g) use of activities permitted under Applicable Cannabis Laws as a cover or
pretext for the illegal trafficking of other controlled substances or other illegal activity; (h) the illegal use or display of firearms, provided that Loan Parties and Loan Parties’ security services vendors may use or display firearms for any legitimate purpose and in compliance with Applicable Laws, including, without limitation, in connection with security protocols authorized by the OMMU, and used to protect Permitted Cannabis Business; (i) growing Cannabis and related products on public lands; and (j) directly or indirectly aiding, abetting or otherwise knowingly participating in a common enterprise with any Person or Persons in any of the foregoing activities.
“Restricted Cash” means cash of the Loan Parties held in the Restricted Cash Account, excluding cash in the Restricted Cash Account earmarked as the Missouri Acquisition Reserve Amount, the Tax Reserve Amount, the Nevada License Reserve Amount or the St. Louis Premises Reserve Amount.
“Restricted Cash Account” means a Deposit Account located at East West Bank and subject to a fully blocked Control Agreement that holds cash of the Loan Parties’ that is not subject to the Lien or claim of any Person other than the (x) Collateral Agent, on behalf of the Lender Parties, and (y) CAG Loan Collateral Agent, on behalf of the Secured Creditors (as defined in the CAG Loan Agreement) (subject to the CAG Subordination Agreement), and as to which access by the Loan Parties is restricted.
“Restricted Payment” means (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), (b) any payment in respect of any option, warrant or other right to acquire any such dividend or other distribution or payment or other Equity Interests (other than any de minimis payments solely in lieu of the issuance of fractional shares of Parent upon the conversion of the CAG Convertible Loan Notes), (c) Earnout Payments, or (d) the payment of any fee, expense reimbursement, management fees, consulting fees or other amount to any Affiliate.
“Sanction(s)” means any international economic sanction administered or enforced by the United States Government, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.
“SEC” means the Securities and Exchange Commission, any successor thereto, and any analogous Governmental Authority.
“Senior Secured Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Total Senior Secured Indebtedness, to (b) Adjusted EBITDA for the trailing twelve-month period ended on such date.
“Shares” means 100% of the issued and outstanding Equity Interests owned or held of record by a Loan Party in any Subsidiary or other Loan Party.
“SOFR Based Rate” means, for each one-month Interest Period applicable to any SOFR Loan, an interest rate per annum equal to Term SOFR for such one-month Interest Period plus the Applicable Margin.
“SOFR Loan” means the portion of any of the Term Loans that bears interest based upon Term SOFR.
“SOS Reports” means the official reports from the Secretary of State or other appropriate official of each Loan Party’s jurisdiction of incorporation/formation (or equivalent) and from all other applicable Federal, state, provincial, local or foreign government offices identifying all current security interests filed against the Collateral and Liens of record as of the date of such report.
“Specified Capital Contribution” is defined in Section 7.7(f)(i)(3).
“Specified Cash Deposit” is defined in Section 7.7(f)(ii).
“Specified Loan Party” is defined in the definition of “Specified Transferred Equity Interests”.
“Specified Tax Receivables” means those certain tax receivables of certain Borrowers set forth on Schedule A-11 in respect of Taxes previously paid by the Borrowers.
“Specified Transferred Equity Interests” means those certain Equity Interests of that certain Loan Party described on Schedule A-8 hereto (the “Specified Loan Party”) which are transferred to the Northeast B Counterparty pursuant to the Northeast B Transaction Documents.
“Specified Transferor” is defined in the definition of “Northeast B Transaction”.
“Statutory Plan” means any statutory plan, governmental plan or program with which the Loan Parties are required to comply, including the Canada Pension Plan, Quebec Pension Plan, Quebec Parental Insurance Plan or any plan administered under applicable provincial health tax, workers’ compensation, workers’ safety and insurance, employment standards and employment insurance legislation.
“St. Louis Premises” means the Real Property located at [***].
“St. Louis Premises Mortgage Requirements” means the Loan Parties shall (i) obtain flood insurance on the St. Louis Premises in form and substance (including amounts) and from a company satisfactory to Administrative Agent in its sole discretion, and (ii) deliver to Administrative Agent (or the applicable Title Company as directed by Administrative Agent) a fully executed Mortgage with respect to St. Louis Premises, in form and substance satisfactory to the Administrative Agent, and otherwise cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions, documents and items of the types referred to in Section 4.1(i) (to the extent not previously delivered to Administrative Agent), and other related documents as may be reasonably requested by the Administrative Agent, in connection with the execution, delivery and recording of any such Mortgage, each of which shall be in form and substance satisfactory to the Administrative Agent.
“St. Louis Premises Reserve Amount” means an amount equal to Ten Million and 00/100 Dollars ($10,000,000); provided, that, if the Loan Parties do not satisfy the St. Louis Premises Mortgage Requirements on or before the date that is fifteen (15) Business Days following the Effective Date, the St. Louis Premises Reserve Amount shall increase to Twenty-Five Million and 00/100 Dollars ($25,000,000); provided, that, upon (i) the satisfaction of the St. Louis Premises Mortgage Requirements in a manner satisfactory to Administrative Agent and (ii) Administrative Agent’s receipt of confirmation from the applicable Title Company that the Mortgage with respect to the St. Louis Premises (and the CAG Loan Collateral Agent’s second-lien mortgage thereon) has been recorded, the St. Louis Premises Reserve Amount shall decrease to $0, and funds in the Restricted Cash Account earmarked as the St. Louis Premises Reserve Amount shall be remitted to the Borrowers.
“Subordinated Debt” means (i) the Convertible Note Debt, (ii) CAG Debt, and (iii) any other Indebtedness incurred by a Loan Party that is subordinated to the Obligations on terms and conditions acceptable to Administrative Agent.
“Subordinated Debt Documentation” means (i) the Convertible Note Documents, (ii) the CAG Debt Documents, and (iii) all of the other agreements, documents and instruments executed and delivered in connection with the incurrence of Subordinated Debt, as the same may be amended, modified,
supplemented, renewed, restated or replaced from time to time in accordance with the Subordination Agreement applicable thereto.
“Subordination Agreement” means (i) the CAG Subordination Agreement, (ii) the Convertible Note Subordination Agreement, and (iii) any other subordination agreement approved by the Agents in relation to the Obligations, in each case, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.
“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having more than 50% of the ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Loan Parties.
“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.
“Target” means the Person, the business or division of any Person or substantially all of the assets of a Person, acquired in an Acquisition.
“Tax Liabilities” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees, Uncertain Tax Liabilities or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Tax Reserve Amount” means, as of any time, the amount by which the Uncertain Tax Liabilities of the Loan Parties and their Subsidiaries exceeds $50,000,000. To the extent the Tax Reserve Amount is funded into the Restricted Cash Account in accordance with the foregoing and Section 7.20(i), and subsequently, the Uncertain Tax Liabilities of the Loan Parties and their Subsidiaries decrease to an amount less than $50,000,000, upon the Loan Parties’ written request and receipt by the Administrative Agent of a Certificate of a Responsible Officer of the Loan Parties setting forth the then current amount of Uncertain Tax Liabilities of the Loan Parties and their Subsidiaries, together with back up schedules and evidence demonstrating the then current amount of such Uncertain Tax Liabilities, in each case, in form and substance satisfactory to the Administrative Agent, funds in the Restricted Cash Account earmarked as the Tax Reserve Amount shall be remitted to the Borrowers. For the avoidance of doubt, the Loan Parties shall be required to replenish the Restricted Cash Account with the Tax Reserve Amount to the extent necessary to comply with Section 7.20(i).
“Taxes” means existing Tax Liabilities paid in cash during a defined measuring period.
“Term Commitment” means, for any Lender, its obligation to make its pro rata share of, as applicable, the Term Loans on the Effective Date in an original principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.1.
“Term Loans” means, collectively, the term loans made by Lenders to Borrowers on the Effective Date pursuant to Section 2.1(b)(i).
“Term Loan Maturity Date” means July 3, 2028.
“Term Loan Note” means a Term Loan Promissory Note in substantially similar form as Exhibit F attached hereto.
“Term Percentage” means, as to any Lender at any time, the percentage which such Lender’s share of the outstanding amount of each Term Loan then constitutes of the entire outstanding amount of such Term Loan.
“Term SOFR” means one (1) month Term Secured Overnight Financing Rate, as administered by CME Group Benchmark Administration Limited (or successor administrator)and displayed by Bloomberg LP (or any successor thereto, or replacement thereof, as approved by Lender) and as determined by Administrative Agent on each Determination Date; provided, that, if Term SOFR, determined as provided above, would be less than the Floor, then Term SOFR shall be deemed to be the Floor.
“Threshold Amount” means an aggregate amount of $3,000,000 per Fiscal Year.
“Title Company” means Stewart Title Guaranty, or such other title insurance company as Administrative Agent may reasonably approve.
“Title Policy” means each ALTA Lender’s policy of title insurance issued by the Title Company in an amount approved by Administrative Agent in its Permitted Discretion and insuring the Mortgages as first and prior Lien and encumbrance upon each Mortgaged Property, subject only to the Permitted Liens.
“Total Credit Exposure” means, as to any Lender at any time, the outstanding amount of each Term Loan at such time.
“Total Leverage Ratio” means as of any date of determination, the ratio of (a) Indebtedness to (b) Adjusted EBITDA for the trailing 12-month period ended on such date.
“Total Senior Secured Indebtedness” means, as of any date of determination, (i) the sum of all Indebtedness of the Loan Parties that is secured by a Lien on any assets of the Loan Parties or any of their Subsidiaries, other than (x) any Subordinated Debt incurred by Loan Parties and permitted by this Agreement, and (y) those certain historical Capitalized Lease Obligations set forth on Schedule A-10, less (ii) the aggregate amount of Restricted Cash.
“Trade Date” is defined in Section 14.1(b)(i)(B).
“Trademarks” means any trademark and service mark rights, whether registered or not, applications to register (other than “intent to use” applications until a verified statement of use is filed with respect to such application) and registrations of the same and like protections, and the entire goodwill of the business of the Loan Parties connected with and symbolized by such trademarks.
“Transfer” has the meaning set forth in Section 8.1.
“Transferee” means any Eligible Assignee or Participant.
“UCC” means the Uniform Commercial Code as in effect in the State of New York, as amended or supplemented from time to time.
“UCP” means the Uniform Customs and Practices for Documentary Credits, as published by the International Chamber of Commerce.
“Uncertain Tax Liabilities” means, with respect to the Loan Parties and their Subsidiaries, the sum of (A) those amounts in respect of potential Tax Liabilities reflected as liabilities on the most recent financials statements of the Loan Parties delivered pursuant to Sections 7.2(a) and 7.2(b) (including, without limitation, income taxes owing pursuant to Section 280(e) of the Internal Revenue Code of 1986, as amended) net of (i) the Specified Tax Receivables, solely to the extent and for so long as each such Specified Tax Receivable is reported as an Uncertain Tax Liability by the Loan Parties pursuant to this clause (A) and reflected as a corresponding liability on the Loan Parties’ financial statements and each such Specified Tax Receivable is not otherwise included as an Indemnified Uncertain Tax Liability, and (ii) Indemnified Uncertain Tax Liabilities, plus (B) the amount of any Tax Liabilities determined to be due and payable pursuant to a final determination, decision or judgment by the Internal Revenue Service or court of competent jurisdiction to the extent and for so long as such Tax Liabilities remain unpaid (it being acknowledged and agreed that upon the written request of the Borrower-Agent (together with a copy of any such final determination, decision or judgment), East West Bank shall remit funds from the Restricted Cash Account as may be necessary to pay any such Tax Liabilities described in this clause (B)).
“United States” and “U.S.” means the United States of America.
“U.S. Federal Cannabis Law” shall mean U.S. federal laws, statutes, codes, ordinances, decrees, orders, rules and regulations (“Laws”), civil, criminal or otherwise, to the extent that the Law is directly or indirectly related to the cultivation, harvesting, production, manufacturing, processing, extraction, marketing, distribution, trafficking, sale, use or possession of Cannabis or products containing Cannabis, including but not limited to 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 and abetting the conduct of an offense under 18 U.S.C. ⸹2, the bar against misprision of a felony (concealing another’s felonious conduct) under 18 U.S.C. ⸹ 4, the bar against being an accessory after the fact to criminal conduct under 18 U.S.C. ⸹ 3, and federal money laundering statutes under 18 U.S.C. ⸹⸹ 1956, 1957 and 1960.
“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the IRC.
“U.S. Tax Compliance Certificate” is defined in Section 2.9(f).
“Vireo” is defined in the introductory paragraph hereto.
“Withholding Agent” means, as applicable, Borrower-Agent or Administrative Agent, as the context may require.
“Wholesome Acquisition Documents” means, collectively, (i) the Agreement and Plan of Merger, dated as of December 18, 2024 by and among Parent, Wholesomeco, Inc. (as successor in interest to Vireo WH Merger Sub, Inc.), and Shareholder Representative Services LLC, as amended or modified from time to time, and (ii) all other documents entered into or delivered in connection therewith, in each case, in the form delivered to Administrative Agent prior to the Effective Date.
“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In
Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
EXHIBIT B
COLLATERAL DESCRIPTION ATTACHMENT TO LOAN AND SECURITY AGREEMENT
With respect to each Loan Party:
All right, title and interest of the Loan Party (herein referred to as “Debtor”) in all assets and personal property of such Loan Party, whether presently existing or hereafter created or acquired, and wherever located, including, but not limited to:
| (a) | all accounts, chattel paper (including tangible and electronic chattel paper), commercial tort claims, deposit accounts, documents (including negotiable documents), equipment (including all accessions and additions thereto), general intangibles (including payment intangibles, intellectual property, interests in a partnership or limited liability company which do not constitute a security under Article 8 of the UCC, the rights, powers, and remedies under the Operating Documents of the Person that issued such interests, goods (including fixtures), instruments (including promissory notes), inventory (including all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), investment property (including securities, securities entitlements and the rights, powers, and remedies under the Operating Documents of the Person that issued such securities), letter of credit rights, money, and all of Debtor’s books and records with respect to any of the foregoing, and the computers and equipment containing said books and records; |
| (b) | all of such Debtor’s money or other assets of such Debtor that now or hereafter come into the possession, custody, or control of any Agent or any Lender; |
| (c) | any and all substitutions, replacements, additions, accessions, products to or of any of the foregoing; and |
| (d) | any and all cash proceeds and/or noncash proceeds thereof, including, without limitation, insurance proceeds, and all supporting obligations and the security therefor or for any right to payment. |
All terms above have the meanings given to them in the Uniform Commercial Code of the State of New York, as amended or supplemented from time to time.
EXHIBIT C
FORM OF COMPLIANCE CERTIFICATE
[_____], 20[__]
East West Bank, as Administrative Agent
135 N. Los Robles Ave.
Pasadena, CA 91101
Attn: Charles Corbisiero
E-mail: Charles.Corbisiero@EastWestBank.com
Reference is hereby made to that certain Loan and Security Agreement, dated as of July 3, 2025, by and among Vireo Growth Inc., a corporation formed under the laws of the province of British Columbia (“Borrower-Agent”), each Person listed as a “Borrower” on the signature pages thereto and each other Person that becomes a “Borrower” under the Loan Agreement, the guarantors from time to time party thereto, the financial institutions from time to time party thereto as lenders (the “Lenders”), East West Bank, a California banking corporation, as Administrative Agent and Collateral Agent for the Lenders and Joint Lead Arranger, and Western Alliance Bank, a Nevada banking corporation, as Co-Admin Agent for the Lenders and Joint Lead Arranger (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement). Pursuant to Section 7.2(f) of the Loan Agreement, the undersigned individual, solely in [his/her] capacity as Responsible Officer of Vireo, and not individually, hereby certifies on behalf of Borrower-Agent and each other Loan Party, to Administrative Agent and the Lender Parties that the information furnished herein and in the attached schedules, including, without limitation, each of the calculations set forth herein, are, to the undersigned’s knowledge, true, correct and complete in all material respects as of the last day of the fiscal periods subject to the financial statements and associated covenants being delivered to Administrative Agent together with this Compliance Certificate and for such reporting periods (as defined below).
The undersigned hereby further certifies to Administrative Agent and the Lender Parties that:
1.Enclosed with this Compliance Certificate are copies of the financial statements of the Loan Parties as of ______, 2025 and for the [_________-fiscal quarter] [fiscal year] (such statements the “Financial Statements” and the periods covered thereby the “reporting period”) then ended, required to be delivered under Section 7.2[a][b] of the Loan Agreement. Such Financial Statements have been prepared in accordance with GAAP and present fairly in all material respects the financial condition of Parent and the other Loan Parties on a consolidated and consolidating basis as of the date indicated and the results of operation of Parent and the other Loan Parties on a consolidated and consolidating basis for the period covered thereby.
2.The undersigned has reviewed the terms of the Loan Agreement and has made, or caused to be made under the supervision of the undersigned, a review in reasonable detail of the transactions and condition of Parent and the other Loan Parties during the reporting period.
3.No Default or Event of Default exists on the date hereof or existed at any time during the reporting period, other than: _____________ [if none, so state]. [IF APPLICABLE: Attached hereto as Schedule A are the details underlying such Default or Event of Default, if any.]
4.The Fixed Charge Leverage Ratio for the Loan Parties is ______ to 1.00 for the applicable fiscal quarter, measured on a trailing twelve (12) month basis. Attached hereto as Schedule B are the details underlying the foregoing financial covenant calculation.
5.The Senior Secured Net Leverage Ratio for the Loan Parties is _____ to 1.00 for the applicable fiscal quarter. Attached hereto as Schedule C are the details underlying the foregoing financial covenant calculation.
6.The Maximum Cash Flow Leverage Ratio for the Loan Parties is ____ to 1.00 for the applicable fiscal quarter. Attached hereto as Schedule D are the details underlying the foregoing financial covenant calculation.
7.The Total Leverage Ratio for the Loan Parties is ____ to 1.00 for the applicable fiscal quarter. Attached hereto as Schedule E are the details underlying the foregoing financial covenant calculation.
8.Liquidity as of the last day of the applicable fiscal quarter is _________. Liquidity is not, nor has it been at any during the reporting period, less than $15,000,000.
9.The representations and warranties contained in Section 6 of the Loan Agreement are true, correct and complete in all material respects on and as of the date hereof (provided, however, that (i) those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such other date and (ii) any representation or warranty that is qualified by materiality, Material Adverse Effect or any similar standard shall be true, correct and complete in all respects).
[Remainder of page intentionally left blank.]
Very truly yours,
VIREO GROWTH INC.
By:
Name:
Title:
Schedule A
[See attached.]
Schedule B
[See attached.]
Schedule C
[See attached.]
Schedule D
[See attached.]
Schedule E
[See attached.]
EXHIBIT D
FORM OF ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall have the respective meanings given to them in the Loan Agreement identified below (the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Loan Agreement and any other documents or instruments delivered pursuant thereto the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the applicable credit facility or facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.
| 1. | Assignor: [________] |
| 2. | Assignee: [________] |
| 3. | Borrowers: Vireo Growth Inc., a corporation formed under the laws of the province of British Columbia (“Vireo”), and each of the other Persons identified as borrowers on the signature pages to the Loan Agreement (together with Vireo, each individually, a “Borrower” and collectively, jointly and severally, the “Borrowers”) |
| 4. | Administrative Agent: East West Bank, as the Administrative Agent under the Loan Agreement (the “Administrative Agent”) |
| 5. | Loan Agreement: Loan and Security Agreement, dated as July 3, 2025, by and among Vireo, the Borrowers, the Lenders from time to time party thereto, East West Bank, in its capacities as Collateral Agent, Administrative Agent and Joint Lead Arranger, and Western Alliance Bank, in its capacities as Co-Admin Agent and Joint Lead Arranger. |
| 6. | Assigned Interest: |
Assignor | Assignee | Aggregate Amount of Term Loans for all Lenders | Amount of Term Loans Assigned | Percentage Assigned of Term Commitment |
| | | | |
Effective Date: [ ], 20[__]
[Remainder of page intentionally left blank. Signature page(s) follow(s).]
The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR
[____________________________]
By:
Name:
Title:
ASSIGNEE
[____________________________]
By:
Name:
Title:
Consented to and Accepted:
EAST WEST BANK,
as Administrative Agent, Collateral Agent, Joint Lead Arranger and a Lender
By:
Charles Corbisiero
Managing Director
Consented to:
VIREO GROWTH INC.,
as Borrower-Agent on behalf of the Borrowers
By:
John Mazarakis
Chief Executive Officer
ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
1.Representations and Warranties.
1.1.Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrowers, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
1.2.Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Loan Agreement, (ii) it meets all the requirements to be an assignee under Section 14.1(b) of the Loan Agreement (subject to such consents, if any, as may be required under Section 14.1(b) of the Loan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.2 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent, any other Lender, the Borrower or any Affiliate of the foregoing and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vii) agrees that its payment instructions and notice instructions are as set forth in a schedule to this Assignment and Assumption, (viii) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA, and (ix) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Loan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.
2.Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.
3.General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or electronic mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.
EXHIBIT E
Reserved.
EXHIBIT F
[FORM OF] TERM LOAN PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned VIREO GROWTH INC., a corporation formed under the laws of the province of British Columbia (“Vireo”), and each of the other Persons identified as borrowers on the signature pages hereto (together with Vireo, each individually, a “Borrower” and collectively, jointly and severally, the “Borrowers”), Hereby Promises To Pay to [] (“Lender”),
or its registered assigns, in lawful money of the United States and in immediately available funds, the principal amount of [] and 00/100 Dollars ($[ ].00), together with interest from the
date of disbursement computed on the principal balances hereof from time to time outstanding as set forth in the Loan and Security Agreement dated as of the date hereof by and among Borrowers, the Lenders party thereto, East West Bank and Western Alliance Bank, as co-administrative agent (together with their successors and permitted assigns in such capacities, collectively, the “Administrative Agent”), East West Bank, as collateral agent, and East West Bank and Western Alliance Bank, as joint lead arranger (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). The Loan Agreement is incorporated herein by this reference in its entirety. Capitalized terms used but not otherwise defined herein are used in this Term Loan Promissory Note (this “Note”) as defined in the Loan Agreement.
This Note is entitled to the benefits of the Loan Agreement. The Loan Agreement, among other things, contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity of this Note upon the terms and conditions specified in the Loan Agreement.
Borrowers further promise to pay interest on the unpaid principal amount hereof outstanding from time to time from the date hereof until payment in full hereof at the rate (or rates) from time to time applicable to the Term Loan (or any portion or portions thereof) as determined in accordance with the Loan Agreement. Interest shall be calculated on the basis of a three hundred sixty (360)-day year for the actual days elapsed.
Each Borrower waives demand, presentment and protest, and notice of demand, presentment, protest and nonpayment. Except as otherwise provided in the Loan Agreement or other Loan Documents, each Borrower waives all rights to notice and hearing of any kind upon the occurrence of an Event of Default prior to the exercise by any Agent of their rights under the Loan Agreement.
Borrowers shall make all payments of principal and interest to Administrative Agent for the account of Lender at Administrative Agent’s office located at [_________], or at such other place as
Administrative Agent may from time to time designate in writing. If this Note is not paid when due, whether at its specified or accelerated maturity date, Borrowers promise to pay all costs of collection and enforcement of this Note, including, but not limited to, reasonable external attorneys’ fees and costs, incurred by any Agent or Lender on account of such collection or enforcement, whether or not suit is filed hereon.
This Note shall be governed and construed in accordance with the laws of the State of New York.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned has executed and delivered this Note as of the date and year first above written.
VIREO GROWTH INC.
By:
Name:
Title:
2178 STATE HIGHWAY 29A LLC
By:
Name:
Title:
ARCHES IP, INC.
By:
Name:
Title:
DEEP ROOTS ARIA ACQCO, INC.
By:
Name:
Title:
DEEP ROOTS HARVEST, INC.
By:
Name:
Title:
DEEP ROOTS HOLDINGS, INC.
By:
Name:
Title:
DEEP ROOTS OPERATING, INC.
By:
Name:
Title:
DEEP ROOTS PROPERTIES, LLC
By:
Name:
Title:
HICOLOR, LLC
By:
Name:
Title:
MARYMED LLC
By:
Name:
Title:
MJ DISTRIBUTING C201, LLC
By:
Name:
Title:
MJ DISTRIBUTING P132, LLC
By:
Name:
Title:
RESURGENT BIOSCIENCES, INC.
By:
Name:
Title:
RETAIL MANAGEMENT ASSOCIATES, LLC
By:
Name:
Title:
VERDANT GROVE, LLC
By:
Name:
Title:
VIREO HEALTH DE PUERTO RICO LLC
By:
Name:
Title:
VIREO HEALTH, INC.
By:
Name:
Title:
VIREO OF CHARM CITY, LLC
By:
Name:
Title:
VIREO HEALTH OF MINNESOTA, LLC
By:
Name:
Title:
VIREO HEALTH OF NEVADA I, LLC
By:
Name:
Title:
VIREO HEALTH OF NEW YORK LLC
By:
Name:
Title:
VIREO HEALTH OF PUERTO RICO, LLC
By:
Name:
Title:
VIREO MARKETING, LLC
By:
Name:
Title:
WC STAFFING, LLC
By:
Name:
Title:
WHOLESOME AG, LLC
By:
Name:
Title:
WHOLESOME DIRECT, LLC
By:
Name:
Title:
WHOLESOME GOODS, LLC
By:
Name:
Title:
WHOLESOME THERAPY, LLC
By:
Name:
Title:
WHOLESOMECO, INC.
By:
Name:
Title:
VIREO PR MERGER SUB II INC.
By:
Name:
Title:
VIREO PR MERGER SUB II INC.
By:
Name:
Title:
